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, 2012
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
OR
¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-10882
-
Aegon N.V.
(Exact name of Registrant as specified in its charter)
-
Not Applicable
(Translation of Registrants name into English)
The Netherlands
(Jurisdiction of incorporation or organization)
Aegonplein 50, PO Box 85, 2501 CB The Hague, The Netherlands
(Address of principal executive offices)
D. D. Button
Executive Vice-President
Aegon N.V.
Aegonplein 50, 2501 CB The Hague, The Netherlands
+31-70-3448334
Darryl.Button@aegon.com
(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 | |
Common shares, par value EUR 0.12 per share | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not applicable
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Not applicable
(Title of Class)
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report: 1,909,654,051 common shares
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
x Yes 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
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 requirement for the past 90 days. x Yes 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
x Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer
Indicate by checkmark which basis of accounting the registrant has used to prepare the financial statements included in this filing
¨ U.S. GAAP x International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ Other
If other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
¨ Item 17 ¨Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes No x
I
Cross reference table Form 20-F
Item 1 |
Identity of Directors, Senior Management and Advisers |
n/a | ||
Item 2 |
Offer Statistics and Expected Timetable |
n/a | ||
Item 3 |
Key Information |
|||
3A |
Selected financial data |
13-15 | ||
3B |
Capitalization and indebtedness |
n/a | ||
3C |
Reasons for the offer and use of proceeds |
n/a | ||
3D |
Risk factors
|
86-101; 164-212 | ||
Item 4 |
Information on the Company |
|||
4A |
History and development of the company |
12; 17-83; 278-279 | ||
4B |
Business overview |
16; 31-42; 47-51; 56-60; 67-83 | ||
4C |
Organizational structure |
12 | ||
4D
|
Property, plants and equipment
|
316
| ||
Item 4A |
Unresolved Staff Comments |
n/a | ||
Item 5 |
Operating and Financial Review and Prospects |
|||
5A |
Operating results |
17-30; 43-46; 52-55; 61-66; 164-212; 265-269 | ||
5B |
Liquidity and capital resources |
102-104; 242-244; 269-271 | ||
5C |
Research and development, patent and licenses etc. |
n/a | ||
5D |
Trend information |
8-9 | ||
5E |
Off-balance sheet arrangements |
272-275; 275-276 | ||
5F |
Tabular disclosure of contractual obligations |
209-210; 272-278 | ||
5G
|
Safe harbor
|
n/a
| ||
Item 6 |
Directors, Senior Management and Employees |
|||
6A |
Directors and senior management |
6-7; 111-112 | ||
6B |
Compensation |
113-119; 123; 221-224; 282-286 | ||
6C |
Board practices |
6-7; 106-112; 120-124 | ||
6D |
Employees |
316-317 | ||
6E
|
Share ownership
|
121-122; 282-286
| ||
Item 7 |
Major Shareholders and Related Party Transactions |
|||
7A |
Major shareholders |
307-309 | ||
7B |
Related party transactions |
282-286 | ||
7C
|
Interest of experts and counsel
|
n/a
| ||
Item 8 |
Financial Information |
|||
8A |
Consolidated Statements and Other Financial Information |
132-138; 290-291 | ||
8B
|
Significant Changes
|
n/a
|
Annual Report on Form 20-F 2012 | II |
Item 9 |
The Offer and Listing |
|||
9A |
Offer and listing details | 318 | ||
9B |
Plan of distribution | n/a | ||
9C |
Markets | 318 | ||
9D |
Selling shareholders | n/a | ||
9E |
Dilution | n/a | ||
9F
|
Expenses of the issue
|
n/a | ||
Item 10 |
Additional Information |
|||
10A |
Share capital | n/a | ||
10B |
Memorandum and articles of association | 319-320 | ||
10C |
Material contracts | 320 | ||
10D |
Exchange controls | 321 | ||
10E |
Taxation | 321-327 | ||
10F |
Dividends and paying agents | n/a | ||
10G |
Statement by experts | n/a | ||
10H |
Documents on display | 328 | ||
10I |
Subsidiary Information
|
n/a | ||
Item 11 |
Quantitative and Qualitative Disclosures About Market Risk |
86; 176-212 | ||
Item 12 |
Description of Securities Other than Equity Securities |
n/a | ||
Item 13 |
Defaults, Dividend Arrearages and Delinquencies |
n/a | ||
Item 14 |
Material Modifications to the Rights of Security Holders and Use of Proceeds |
n/a | ||
Item 15 |
Controls and Procedures |
127-128 | ||
Item 16A |
Audit committee financial expert |
108-109 | ||
16B |
Code of Ethics | 126 | ||
16C |
Principal Accountant Fees and Services | 327-328 | ||
16D |
Exemptions from the Listing Standards for Audit Committees | n/a | ||
16E |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 328 | ||
16F |
Change in Registrants Certifying Accountant | n/a | ||
16G |
Corporate Governance | 120-124 | ||
16H
|
Mine Safety Disclosure
|
n/a
| ||
Item 17 |
Financial Statements |
129-288 | ||
Item 18 |
Financial Statements |
129-288 | ||
Item 19 |
Exhibits |
338 |
Annual Report on Form 20-F 2012 | 3 |
4 | Strategic information Letter of the CEO |
There has never been a better time - or a greater need - for Aegons core business of helping people achieve long-term financial security and peace of mind. I am therefore pleased to report that during 2012 we made meaningful progress in transforming Aegons ability to better understand the needs of our customers.
Annual Report on Form 20-F 2012 | 5 |
6 | Strategic information Composition of the Executive Board and the Management Board |
Composition of the Executive Board and the Management Board
Annual Report on Form 20-F 2012 | 7 |
8 | Strategic information Aegons strategy |
Aegons strategy
Aegon is an international provider of life insurance, pensions and asset management products, with businesses in more than 20 markets in the Americas, Europe and Asia and EUR 458 billion in revenue-generating investments. Aegon employs over 24,000 people, who serve millions of customers across the globe.
Annual Report on Form 20-F 2012 | 9 |
10 | Strategic information Aegons strategy |
Annual Report on Form 20-F 2012 | 11 |
Solvency II Despite the continued uncertainty around the implementation date of Solvency II, Aegon has continued to remain on track with its preparations. Aegon has allocated considerable resources to the development of its partial internal model. This model is currently in the pre-application phase with Aegons College of Supervisors. Through its engagement with several industry bodies, Aegon actively participates in discussions surrounding Solvency II with the aim of contributing to the resolution of outstanding issues. In particular, it provides input to discussions around appropriate measures to address long-term guarantee issues. A number of Aegon companies were requested by their national supervisory authorities to participate in the recent long-term guarantees assessment. Aegon has set up risk management processes and governance structures in line with Solvency II requirements so as to actively manage its business in a market-consistent and risk-sensitive manner. These processes and structures include product pricing, asset and liability management, capital management, and business strategy setting. Aegon is also continuing with refining its Own Risk and Solvency Assessment (ORSA). Aegon has started analyzing the reporting requirements in order to optimize its reporting process and align it with the requirements expected to be introduced by Solvency II. To ensure Aegon is not put at a competitive disadvantage in the way that Solvency II is implemented, Aegon is contributing to the discussions with European and US regulators and supervisors. The outcome of the EU-US Dialogue Project agreement at the end of 2012 - to pursue seven common objectives over the next five years - is an important step towards convergence between EU and US prudential regimes and will be the basis for equivalence recognition. In addition, Aegon is actively participating in a global initiative by the International Association of Insurance Supervisors (IAIS) to establish a common framework for the supervision of internationally active insurance groups (ComFrame). Aegon is on track with the ongoing transition of embedding Solvency II requirements into its existing business processes in a business as usual environment, while simultaneously keeping abreast of the latest regulatory developments.
|
12 | Business overview History and development of Aegon |
History and development of Aegon
Aegon N.V., domiciled in the Netherlands, is a public limited liability company organized under Dutch law. Aegon N.V. was formed in 1983 through the merger of AGO and Ennia, both of which were successors to insurance companies founded in the 1800s.
Annual Report on Form 20-F 2012 | 13 |
The financial results in this Annual Report are based on Aegons consolidated financial statements, which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS).
Selected consolidated income statement information |
||||||||||||||||||||
In EUR million (except per share amount) | 2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||
Amounts based upon IFRS | ||||||||||||||||||||
Premium income |
19,526 | 19,521 | 21,097 | 19,473 | 22,409 | |||||||||||||||
Investment income |
8,501 | 8,167 | 8,762 | 8,681 | 9,965 | |||||||||||||||
Total revenues 1) |
29,937 | 29,159 | 31,608 | 29,751 | 34,082 | |||||||||||||||
Income/ (loss) before tax |
1,852 | 916 | 1,914 | (464 | ) | (1,061 | ) | |||||||||||||
Net income/ (loss) |
1,532 | 872 | 1,760 | 204 | (1,082 | ) | ||||||||||||||
Earnings per common share |
||||||||||||||||||||
Basic |
0.67 | (0.06 | ) | 0.76 | (0.16 | ) | (0.92 | ) | ||||||||||||
Diluted |
0.67 | (0.06 | ) | 0.68 | (0.16 | ) | (0.92 | ) | ||||||||||||
1 Excluded from the income statements prepared in accordance with IFRS are receipts related to investment-type annuity products and investment contracts. |
| |||||||||||||||||||
Selected consolidated balance sheet information |
||||||||||||||||||||
In million EUR (except per share amount) | 2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||
Amounts based upon IFRS | ||||||||||||||||||||
Total assets |
366,066 | 345,576 | 331,995 | 298,540 | 289,156 | |||||||||||||||
Insurance and investment contracts |
278,266 | 270,679 | 270,693 | 248,903 | 240,030 | |||||||||||||||
Trust pass-through securities and (subordinated) borrowings 1) |
12,881 | 10,040 | 8,604 | 7,314 | 4,824 | |||||||||||||||
Shareholders equity |
24,630 | 21,000 | 17,328 | 12,273 | 6,169 | |||||||||||||||
1 Excludes bank overdrafts |
||||||||||||||||||||
Number of common shares |
||||||||||||||||||||
In thousands | 2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||
Balance at January 1 |
1,909,654 | 1,736,049 | 1,736,049 | 1,578,227 | 1,636,545 | |||||||||||||||
Share issuance |
- | 173,605 | - | 157,822 | - | |||||||||||||||
Stock dividends |
62,376 | - | - | - | 41,452 | |||||||||||||||
Share withdrawal |
- | - | - | - | (99,770 | ) | ||||||||||||||
Balance at end of period |
1,972,030 | 1,909,654 | 1,736,049 | 1,736,049 | 1,578,227 |
14 | Business overview Selected financial data |
EUR per common share 1) | USD per common share 1) | |||||||||||||||||||||||
Year | Interim | Final | Total | Interim | Final | Total | ||||||||||||||||||
2008 |
0.30 | - | 0.30 | 0.45 | - | 0.45 | ||||||||||||||||||
2009 |
- | - | - | - | - | - | ||||||||||||||||||
2010 |
- | - | - | - | - | - | ||||||||||||||||||
2011 |
- | 0.10 | 0.10 | - | 0.13 | 0.13 | ||||||||||||||||||
2012 |
0.10 | 0.112) | 0.21 | 0.12 | - | - |
1 | Paid at each shareholders option in cash or in stock |
2 | Proposed |
Closing rates | Sept. 2012 | Oct. 2012 | Nov. 2012 | Dec. 2012 | Jan. 2013 | Feb. 2013 | ||||||||||||||||||
High (USD per EUR) |
1.3142 | 1.3133 | 1.3010 | 1.3260 | 1.3584 | 1.3692 | ||||||||||||||||||
Low (USD per EUR) |
1.2566 | 1.2876 | 1.2715 | 1.2930 | 1.3047 | 1.3054 |
Annual Report on Form 20-F 2012 | 15 |
Year ended December 31, | Average rate1 | |
2008 |
1.4695 | |
2009 |
1.3955 | |
2010 |
1.3216 | |
2011 |
1.4002 | |
2012 |
1.2909 |
1 | The US dollar exchange rates are the noon buying rates in New York City for cable transfers in euros as certified for customs purposes by the Federal Reserve Bank of New York. |
16 | Business overview Business lines |
Annual Report on Form 20-F 2012 | 17 |
Underlying earnings geographically | ||||||||||||
Amounts in EUR millions | 2012 | 2011 | % | |||||||||
Net underlying earnings | 1,382 | 1,233 | 12% | |||||||||
Tax on underlying earnings |
405 | 289 | 40% | |||||||||
Underlying earnings before tax geographically | ||||||||||||
Americas |
1,317 | 1,273 | 3% | |||||||||
The Netherlands |
315 | 298 | 6% | |||||||||
United Kingdom |
105 | 5 | - | |||||||||
New markets |
274 | 249 | 10% | |||||||||
Holding and other activities |
(224) | (303) | 26% | |||||||||
Underlying earnings before tax | 1,787 | 1,522 | 17% | |||||||||
Net Fair value items |
- | (416) | - | |||||||||
Gains / (losses) on investments |
407 | 446 | (9%) | |||||||||
Impairment charges |
(176) | (388) | 55% | |||||||||
Other income / (charges) |
(162) | (267) | 39% | |||||||||
Run-off businesses |
2 | 28 | (93%) | |||||||||
Income before tax (excluding income tax from certain proportionately consolidated associates) | 1,858 | 925 | 101% | |||||||||
Income tax from certain proportionately consolidated associates included in income before tax |
6 | 9 | (33%) | |||||||||
Income tax |
(326) | (53) | - | |||||||||
Of which Income tax from certain proportionately consolidated associates included in income before tax |
(6) | (9) | 33% | |||||||||
Net income | 1,532 | 872 | 76% | |||||||||
Commissions and expenses |
5,829 | 6,272 | (7%) | |||||||||
of which operating expenses |
3,241 | 3,442 | (6%) |
18 | Business overview Results of operations worldwide |
New life sales | ||||||||||||
Amounts in EUR millions | 2012 | 2011 | % | |||||||||
Americas |
520 | 418 | 24% | |||||||||
The Netherlands |
246 | 254 | (3%) | |||||||||
United Kingdom |
936 | 852 | 10% | |||||||||
New markets |
253 | 311 | (19%) | |||||||||
Total life production |
1,955 | 1,835 | 7% | |||||||||
Gross deposits (on and off balance) | ||||||||||||
Amounts in EUR millions | 2012 | 2011 | % | |||||||||
Americas |
27,042 | 23,028 | 17% | |||||||||
The Netherlands |
1,484 | 2,048 | (28%) | |||||||||
United Kingdom |
37 | 56 | (34%) | |||||||||
New markets |
10,909 | 6,556 | 66% | |||||||||
Total gross deposits |
39,472 | 31,688 | 25% |
Worldwide revenues geographically 2012 Amounts in EUR millions |
Americas | The Netherlands |
United Kingdom |
New Markets |
Holding, other activities and eliminations |
Segment total |
Associates eliminations |
Consolidated | ||||||||||||||||||||||||
Total life insurance gross premiums |
6,541 | 3,004 | 6,047 | 1,374 | (73 | ) | 16,893 | (227 | ) | 16,666 | ||||||||||||||||||||||
Accident and health insurance premiums |
1,833 | 220 | - | 188 | - | 2,241 | - | 2,241 | ||||||||||||||||||||||||
General insurance premiums |
- | 475 | - | 144 | - | 619 | - | 619 | ||||||||||||||||||||||||
Total gross premiums | 8,374 | 3,699 | 6,047 | 1,706 | (73 | ) | 19,753 | (227 | ) | 19,526 | ||||||||||||||||||||||
Investment income |
3,654 | 2,212 | 2,337 | 319 | - | 8,522 | (21 | ) | 8,501 | |||||||||||||||||||||||
Fees and commision income |
1,177 | 329 | 133 | 524 | (263 | ) | 1,900 | - | 1,900 | |||||||||||||||||||||||
Other revenue |
5 | - | - | 3 | 5 | 13 | (3 | ) | 10 | |||||||||||||||||||||||
Total revenues |
13,210 | 6,240 | 8,517 | 2,552 | (331 | ) | 30,188 | (251 | ) | 29,937 | ||||||||||||||||||||||
Number of employees, including agent employees |
11,967 | 4,457 | 2,793 | 7,160 | 473 | 26,850 | (2,443 | ) | 24,407 |
By product segment | ||||||||||||
Amounts in EUR millions | 2012 | 2011 | % | |||||||||
Life |
986 | 945 | 4% | |||||||||
Individual Savings and Retirement |
481 | 474 | 1% | |||||||||
Pensions |
383 | 254 | 51% | |||||||||
Non-life |
13 | 51 | (75%) | |||||||||
Distribution |
14 | - | - | |||||||||
Asset management |
101 | 60 | 68% | |||||||||
Other |
(224) | (303) | 26% | |||||||||
Associates |
33 | 41 | (20%) | |||||||||
Underlying earnings before tax |
1,787 | 1,522 | 17% |
Annual Report on Form 20-F 2012 | 19 |
Results 2012 worldwide
Aegons 2012 net income of EUR 1,532 million and underlying earnings before tax of EUR 1,787 million were higher than in 2011 resulting from business growth, implemented cost reduction programs, the non-recurrence of certain charges in the United Kingdom, and favorable markets. Sales and deposits increased compared to 2011 despite repricing and product changes made to reflect the continued low interest rate environment. Growth was driven mostly by pensions, variable annuities, mortgages and asset management. Aegon has continued to maintain a strong capital position while maintaining its commitment to delivering sustainable earnings growth with an improved risk-return profile.
20 | Business overview Results of operations worldwide |
Annual Report on Form 20-F 2012 | 21 |
Results 2011 worldwide
Underlying earnings geographically | ||||||||||||
Amounts in EUR millions | 2011 | 2010 | % | |||||||||
Net underlying earnings |
1,233 | 1,417 | (13% | ) | ||||||||
Tax on underlying earnings |
289 | 416 | (31% | ) | ||||||||
Underlying earnings before tax geographically | ||||||||||||
Americas |
1,273 | 1,414 | (10% | ) | ||||||||
The Netherlands |
298 | 385 | (23% | ) | ||||||||
United Kingdom |
5 | 72 | (93% | ) | ||||||||
New markets |
249 | 245 | 2% | |||||||||
Holding and other activities |
(303 | ) | (283 | ) | (7% | ) | ||||||
Underlying earnings before tax | 1,522 | 1,833 | (17% | ) | ||||||||
Net Fair value items |
(416 | ) | 221 | - | ||||||||
Gains / (losses) on investments |
446 | 658 | (32% | ) | ||||||||
Impairment charges |
(388 | ) | (452 | ) | 14% | |||||||
Other income / (charges) |
(267 | ) | (309 | ) | 14% | |||||||
Run-off businesses |
28 | (26 | ) | - | ||||||||
Income before tax (excluding income tax from certain proportionately consolidated associates) | 925 | 1,925 | (52% | ) | ||||||||
Income tax from certain proportionately consolidated associates included in income before tax |
9 | 11 | (18% | ) | ||||||||
Income tax |
(53 | ) | (165 | ) | 68% | |||||||
Of which income tax from certain proportionately consolidated associates included in income before tax |
(9 | ) | (11 | ) | 18% | |||||||
Net income |
872 | 1,760 | (50% | ) | ||||||||
Commissions and expenses |
6,272 | 6,145 | 2% | |||||||||
of which operating expenses |
3,442 | 3,397 | 1% | |||||||||
New life sales | ||||||||||||
Amounts in EUR millions | 2011 | 2010 | % | |||||||||
Americas |
418 | 459 | (9% | ) | ||||||||
The Netherlands |
254 | 248 | 2% | |||||||||
United Kingdom |
852 | 1,061 | (20% | ) | ||||||||
New markets |
311 | 313 | (1% | ) | ||||||||
Total life production |
1,835 | 2,081 | (12% | ) | ||||||||
Gross deposits (on and off balance) | ||||||||||||
Amounts in EUR millions | 2011 | 2010 | % | |||||||||
Americas |
23,028 | 21,018 | 10% | |||||||||
The Netherlands |
2,048 | 2,382 | (14% | ) | ||||||||
United Kingdom |
56 | 96 | (42% | ) | ||||||||
New markets |
6,556 | 9,082 | (28% | ) | ||||||||
Total gross deposits |
31,688 | 32,578 | (3% | ) |
22 | Business overview Results of operations worldwide |
Worldwide revenues geographically 2011 Amounts in EUR millions |
Americas | The Netherlands |
United Kingdom |
New Markets |
Holding, activities |
Segment total |
Associates eliminations |
Consolidated | ||||||||||||||||||||||||
Total life insurance gross premiums |
6,004 | 3,213 | 6,474 | 1,600 | (55 | ) | 17,236 | (383 | ) | 16,853 | ||||||||||||||||||||||
Accident and health insurance premiums |
1,672 | 216 | - | 179 | - | 2,067 | - | 2,067 | ||||||||||||||||||||||||
General insurance premiums |
- | 452 | - | 149 | - | 601 | - | 601 | ||||||||||||||||||||||||
Total gross premiums | 7,676 | 3,881 | 6,474 | 1,928 | (55 | ) | 19,904 | (383 | ) | 19,521 | ||||||||||||||||||||||
Investment income |
3,565 | 2,192 | 2,154 | 320 | 7 | 8,238 | (70 | ) | 8,168 | |||||||||||||||||||||||
Fees and commision income |
766 | 329 | 137 | 469 | (237 | ) | 1,464 | - | 1,464 | |||||||||||||||||||||||
Other revenue |
1 | - | - | 1 | 4 | 6 | - | 6 | ||||||||||||||||||||||||
TOTAL REVENUES |
12,008 | 6,402 | 8,765 | 2,718 | (281 | ) | 29,612 | (453 | ) | 29,159 | ||||||||||||||||||||||
Number of employees, including agent employees |
12,242 | 4,839 | 3,203 | 8,659 | 327 | 29,270 | (3,982 | ) | 25,288 | |||||||||||||||||||||||
By product segment Amounts in EUR millions |
2011 | 2010 | % | |||||||||||||||||||||||||||||
Life |
945 | 1,048 | (10% | ) | ||||||||||||||||||||||||||||
Individual Savings and Retirement |
474 | 500 | (5% | ) | ||||||||||||||||||||||||||||
Pensions |
254 | 409 | (38% | ) | ||||||||||||||||||||||||||||
Non-life |
51 | 53 | (4% | ) | ||||||||||||||||||||||||||||
Distribution |
- | 10 | - | |||||||||||||||||||||||||||||
Asset management |
60 | 46 | 30% | |||||||||||||||||||||||||||||
Other |
(303 | ) | (283 | ) | (7% | ) | ||||||||||||||||||||||||||
Associates |
41 | 50 | (18% | ) | ||||||||||||||||||||||||||||
Underlying earnings before tax |
1,522 | 1,833 | (17% | ) |
Annual Report on Form 20-F 2012 | 23 |
24 | Business overview Results of operations worldwide |
Annual Report on Form 20-F 2012 | 25 |
Amounts in USD millions | Amounts in EUR millions | |||||||||||||||||||||||
2012 | 2011 | % | 2012 | 2011 | % | |||||||||||||||||||
Net underlying earnings | 1,248 | 1,331 | (6% | ) | 971 | 957 | 1% | |||||||||||||||||
Tax on underlying earnings |
444 | 440 | 1% | 346 | 316 | 9% | ||||||||||||||||||
Underlying earnings before tax by product segment | ||||||||||||||||||||||||
Life & Protection |
647 | 727 | (11% | ) | 504 | 523 | (4% | ) | ||||||||||||||||
Fixed annuities |
253 | 286 | (12% | ) | 197 | 206 | (4% | ) | ||||||||||||||||
Variable annuities |
352 | 358 | (2% | ) | 274 | 258 | 6% | |||||||||||||||||
Retail mutual funds |
22 | 22 | - | 17 | 15 | 13% | ||||||||||||||||||
Individual Savings and Retirement |
627 | 666 | (6% | ) | 488 | 479 | 2% | |||||||||||||||||
Employer Solutions & Pensions |
366 | 326 | 12% | 285 | 234 | 22% | ||||||||||||||||||
Canada |
40 | 51 | (22% | ) | 31 | 37 | (16% | ) | ||||||||||||||||
Latin America |
12 | 1 | - | 9 | - | - | ||||||||||||||||||
Underlying earnings before tax | 1,692 | 1,771 | (4% | ) | 1,317 | 1,273 | 3% | |||||||||||||||||
Net Fair value items |
(98 | ) | (663 | ) | 85% | (76 | ) | (477 | ) | 84% | ||||||||||||||
Gains / (losses) on investments |
225 | 166 | 36% | 175 | 119 | 47% | ||||||||||||||||||
Impairment charges |
(151 | ) | (349 | ) | 57% | (117 | ) | (250 | ) | 53% | ||||||||||||||
Other income / (charges) |
(37 | ) | (49 | ) | 24% | (28 | ) | (35 | ) | 20% | ||||||||||||||
Run-off businesses |
3 | 39 | (92% | ) | 2 | 28 | (93% | ) | ||||||||||||||||
Income before tax (excluding income tax from certain proportionately consolidated associates) | 1,634 | 915 | 79% | 1,273 | 658 | 93% | ||||||||||||||||||
Income tax from certain proportionately consolidated associates included in income before tax |
4 | 1 | - | 3 | 1 | - | ||||||||||||||||||
Income tax |
(318 | ) | (20 | ) | - | (248 | ) | (15 | ) | - | ||||||||||||||
Of which Income tax from certain proportionately consolidated associates included in income before tax |
(4 | ) | (1 | ) | - | (3 | ) | (1 | ) | - | ||||||||||||||
Net income |
1,316 | 895 | 47% | 1,025 | 643 | 59% | ||||||||||||||||||
Life insurance gross premiums |
8,405 | 8,350 | 1% | 6,541 | 6,004 | 9% | ||||||||||||||||||
Accident and health insurance premiums |
2,356 | 2,326 | 1% | 1,833 | 1,672 | 10% | ||||||||||||||||||
Total gross premiums | 10,761 | 10,676 | 1% | 8,374 | 7,676 | 9% | ||||||||||||||||||
Investment income |
4,694 | 4,959 | (5% | ) | 3,654 | 3,565 | 2% | |||||||||||||||||
Fees and commission income |
1,512 | 1,066 | 42% | 1,177 | 766 | 54% | ||||||||||||||||||
Other revenues |
6 | 2 | - | 5 | 1 | - | ||||||||||||||||||
Total revenues | 16,973 | 16,707 | 2% | 13,210 | 12,008 | 10% | ||||||||||||||||||
Commissions and expenses |
4,341 | 4,941 | (12% | ) | 3,378 | 3,553 | (5% | ) | ||||||||||||||||
of which operating expenses |
1,887 | 1,950 | (3% | ) | 1,469 | 1,402 | 5% | |||||||||||||||||
Amounts in USD millions | Amounts in EUR millions | |||||||||||||||||||||||
New life sales | 2012 | 2011 | % | 2012 | 2011 | % | ||||||||||||||||||
Life & Protection |
532 | 442 | 20% | 414 | 317 | 31% | ||||||||||||||||||
Employer Solutions & Pensions |
31 | 24 | 29% | 24 | 17 | 41% | ||||||||||||||||||
Canada |
60 | 65 | (8% | ) | 47 | 47 | - | |||||||||||||||||
Latin America |
45 | 51 | (12% | ) | 35 | 37 | (5% | ) | ||||||||||||||||
Total recurring plus 1/10 single |
668 | 582 | 15% | 520 | 418 | 24% |
26 | Business overview Results of operations Americas |
Amounts in USD millions | Amounts in EUR millions | |||||||||||||||||||||||
2012 | 2011 | % | 2012 | 2011 | % | |||||||||||||||||||
New premium production accident and health insurance |
905 | 812 | 11% | 705 | 584 | 21% | ||||||||||||||||||
Amounts in USD millions |
Amounts in EUR millions | |||||||||||||||||||||||
Gross deposits (on and off balance) | 2012 | 2011 | % | 2012 | 2011 | % | ||||||||||||||||||
Life & Protection |
12 | 12 | - | 9 | 9 | - | ||||||||||||||||||
Fixed annuities |
371 | 313 | 19% | 289 | 225 | 28% | ||||||||||||||||||
Variable annuities |
5,350 | 5,314 | 1% | 4,163 | 3,821 | 9% | ||||||||||||||||||
Retail mutual funds |
3,437 | 2,785 | 23% | 2,675 | 2,002 | 34% | ||||||||||||||||||
Individual Savings and Retirement |
9,158 | 8,412 | 9% | 7,127 | 6,048 | 18% | ||||||||||||||||||
Employer Solutions & Pensions |
25,383 | 23,266 | 9% | 19,755 | 16,727 | 18% | ||||||||||||||||||
Canada |
177 | 335 | (47% | ) | 138 | 241 | (43% | ) | ||||||||||||||||
Latin America |
17 | 4 | - | 13 | 3 | - | ||||||||||||||||||
Total gross deposits |
34,747 | 32,029 | 8% | 27,042 | 23,028 | 17% | ||||||||||||||||||
Weighted average rate |
Closing rate as of | |||||||||||||||||||||||
Exchange rates Per 1 EUR |
2012 | 2011 | December 31, 2012 |
December 31, 2011 |
||||||||||||||||||||
USD |
1.2849 | 1.3909 | 1.3184 | 1.2982 | ||||||||||||||||||||
CAD |
1.2839 | 1.3744 | 1.3127 | 1.3218 |
Annual Report on Form 20-F 2012 | 27 |
Results 2012 Americas
Aegons businesses in the Americas1 continued to perform well in 2012. Sales of life, accident and health insurance all increased over 2011 on expanded distribution capabilities. Variable annuity, pension and retail mutual fund balances increased while fixed annuity balances continued to decline, a direct result of Aegons efforts to grow its fee-based earnings.
1 | As of the first quarter of 2012, Aegon has revised its financial reporting to reflect changes in its organization. Businesses in Asia, which were previously managed by Aegon Americas, are included in the Asia line of business within the New Markets segment. For the full year 2011, the underlying earnings before tax generated by the Asian operations totaling EUR 37 million were previously reported under the Americas segment. The 2011 and 2010 figures have been revised to reflect this change. |
28 | Business overview Results of operations Americas |
Results 2011 Americas
Amounts in USD millions | Amounts in EUR millions | |||||||||||||||||||||||
2011 | 2010 | % | 2011 | 2010 | % | |||||||||||||||||||
Net underlying earnings | 1,331 | 1,383 | (4% | ) | 957 | 1,047 | (9% | ) | ||||||||||||||||
Tax on underlying earnings |
440 | 485 | (9% | ) | 316 | 367 | (14% | ) | ||||||||||||||||
Underlying earnings before tax by product segment | ||||||||||||||||||||||||
Life & Protection |
727 | 837 | (13% | ) | 523 | 634 | (18% | ) | ||||||||||||||||
Fixed annuities |
286 | 439 | (35% | ) | 206 | 333 | (38% | ) | ||||||||||||||||
Variable annuities |
358 | 216 | 66% | 258 | 164 | 57% | ||||||||||||||||||
Retail mutual funds |
22 | 9 | 144% | 15 | 7 | 114% | ||||||||||||||||||
Individual Savings and Retirement |
666 | 664 | - | 479 | 504 | (5% | ) | |||||||||||||||||
Employer Solutions & Pensions |
326 | 307 | 6% | 234 | 231 | 1% | ||||||||||||||||||
Canada |
51 | 54 | (6% | ) | 37 | 40 | (8% | ) | ||||||||||||||||
Latin America |
1 | 6 | (83% | ) | - | 5 | - | |||||||||||||||||
Underlying earnings before tax | 1,771 | 1,868 | (5% | ) | 1,273 | 1,414 | (10% | ) | ||||||||||||||||
Net Fair value items |
(663 | ) | (32 | ) | - | (477 | ) | (24 | ) | - | ||||||||||||||
Gains / (losses) on investments |
166 | 497 | (67% | ) | 119 | 376 | (68% | ) | ||||||||||||||||
Impairment charges |
(349 | ) | (504 | ) | 31% | (250 | ) | (382 | ) | 35% | ||||||||||||||
Other income / (charges) |
(49 | ) | (402 | ) | 88% | (35 | ) | (304 | ) | 88% | ||||||||||||||
Run-off businesses |
39 | (35 | ) | - | 28 | (26 | ) | - | ||||||||||||||||
Income before tax (excluding income tax from certain proportionately consolidated associates) | 915 | 1,392 | (34% | ) | 658 | 1,054 | (38% | ) | ||||||||||||||||
Income tax from certain proportionately consolidated associates included in income before tax |
1 | 2 | (50% | ) | 1 | 2 | (50% | ) | ||||||||||||||||
Income tax |
(20 | ) | 66 | - | (15 | ) | 50 | - | ||||||||||||||||
Of which Income tax from certain proportionately consolidated associates included in income before tax |
(1 | ) | (2 | ) | 50% | (1 | ) | (2 | ) | 50% | ||||||||||||||
Net income | 895 | 1,458 | (39% | ) | 643 | 1,104 | (42% | ) | ||||||||||||||||
Life insurance gross premiums |
8,350 | 8,584 | (3% | ) | 6,004 | 6,499 | (8% | ) | ||||||||||||||||
Accident and health insurance premiums |
2,326 | 2,308 | 1% | 1,672 | 1,748 | (4% | ) | |||||||||||||||||
Total gross premiums |
10,676 | 10,892 | (2% | ) | 7,676 | 8,247 | (7% | ) | ||||||||||||||||
Investment income |
4,959 | 5,282 | (6% | ) | 3,565 | 3,999 | (11% | ) | ||||||||||||||||
Fees and commission income |
1,066 | 1,341 | (21% | ) | 766 | 1,015 | (25% | ) | ||||||||||||||||
Other revenues |
2 | 2 | - | 1 | 1 | - | ||||||||||||||||||
Total revenues |
16,707 | 17,517 | (5% | ) | 12,008 | 13,262 | (9% | ) | ||||||||||||||||
Commissions and expenses |
4,941 | 4,720 | 5% | 3,553 | 3,574 | (1% | ) | |||||||||||||||||
of which operating expenses |
1,950 | 1,931 | 1% | 1,402 | 1,463 | (4% | ) |
Annual Report on Form 20-F 2012 | 29 |
Amounts in USD millions | Amounts in EUR millions | |||||||||||||||||||||||
New life sales | 2011 | 2010 | % | 2011 | 2010 | % | ||||||||||||||||||
Life & Protection |
442 | 481 | (8%) | 317 | 364 | (13%) | ||||||||||||||||||
Employer Solutions & Pensions |
24 | 22 | 9% | 17 | 16 | 6% | ||||||||||||||||||
Canada |
65 | 60 | 8% | 47 | 46 | 2% | ||||||||||||||||||
Latin America |
51 | 44 | 16% | 37 | 33 | 12% | ||||||||||||||||||
Total recurring plus 1/10 single |
582 | 607 | (4%) | 418 | 459 | (9%) |
Amounts in USD millions | Amounts in EUR millions | |||||||||||||||||||||||
2011 | 2010 | % | 2011 | 2010 | % | |||||||||||||||||||
New premium production accident and health insurance |
812 | 734 | 11% | 584 | 555 | 5% | ||||||||||||||||||
Amounts in USD millions | Amounts in EUR millions | |||||||||||||||||||||||
Gross deposits (on and off balance) | 2011 | 2010 | % | 2011 | 2010 | % | ||||||||||||||||||
Life & Protection |
12 | 10 | 20% | 9 | 8 | 13% | ||||||||||||||||||
Fixed annuities |
313 | 585 | (46%) | 225 | 443 | (49%) | ||||||||||||||||||
Variable annuities |
5,314 | 3,830 | 39% | 3,821 | 2,899 | 32% | ||||||||||||||||||
Retail mutual funds |
2,785 | 3,486 | (20%) | 2,002 | 2,639 | (24%) | ||||||||||||||||||
Individual Savings and Retirement |
8,412 | 7,901 | 6% | 6,048 | 5,981 | 1% | ||||||||||||||||||
Employer Solutions & Pensions |
23,266 | 19,247 | 21% | 16,727 | 14,570 | 15% | ||||||||||||||||||
Canada |
335 | 606 | (45%) | 241 | 459 | (47%) | ||||||||||||||||||
Total gross deposits |
32,029 | 27,764 | 15% | 23,028 | 21,018 | 10% | ||||||||||||||||||
Weighted average rate | Closing rate as of | |||||||||||||||||||||||
Exchange rates Per 1 EUR |
2011 | 2010 |
December 31, |
December 31, 2010 |
||||||||||||||||||||
USD |
1.3909 | 1.3210 | 1.2982 | 1.3362 | ||||||||||||||||||||
CAD |
1.3744 | 1.3599 | 1.3218 | 1.3322 |
30 | Business overview Results of operations Americas |
Results 2011 Americas
Aegons business in the Americas performed well during 2011. Consistent with Aegons strategy, earnings from fee-based businesses grew compared with the previous year. During the year, Aegon divested its life reinsurance activities as the company sharpened its focus on its core businesses. Aegon continued to pursue further efficiencies by building scale and achieving scalability in its businesses to capture the full benefits of organizational integration, a process that started in 2009. The company has also adapted and revised products to better respond to ever changing market conditions.
Annual Report on Form 20-F 2012 | 31 |
Overview Americas
Aegon Americas comprises Aegon USA, Aegon Canada and the groups operations in Brazil and Mexico.
1 | Source: LIMRA. |
2 | Source: Brand Power Analysis. |
32 | Business overview Overview Americas |
Annual Report on Form 20-F 2012 | 33 |
34 | Business overview Overview Americas |
Annual Report on Form 20-F 2012 | 35 |
36 | Business overview Overview Americas |
Annual Report on Form 20-F 2012 | 37 |
38 | Business overview Overview Americas |
1 | Source: Reports from LIMRA International and the Stable Value Investment Associations Stable Value and Funding Agreement Products as of the first three quarters of 2012. |
Annual Report on Form 20-F 2012 | 39 |
40 | Business overview Overview Americas |
Annual Report on Form 20-F 2012 | 41 |
42 | Business overview Overview Americas |
Annual Report on Form 20-F 2012 | 43 |
Amounts in EUR millions | 2012 | 2011 | % | |||||||||||||
Net underlying earnings | 253 | 238 | 6% | |||||||||||||
Tax on underlying earnings |
62 | 60 | 3% | |||||||||||||
Underlying earnings before tax by product segment | ||||||||||||||||
Life & Savings |
262 | 185 | 42% | |||||||||||||
Pensions |
66 | 98 | (33% | ) | ||||||||||||
Non life |
(29 | ) | 6 | - | ||||||||||||
Distribution |
16 | 8 | 100% | |||||||||||||
Share in underlying earnings before tax of associates |
- | 1 | - | |||||||||||||
Underlying earnings before tax | 315 | 298 | 6% | |||||||||||||
Net Fair value items |
112 | 156 | (28% | ) | ||||||||||||
Gains / (losses) on investments |
138 | 269 | (49% | ) | ||||||||||||
Impairment charges |
(29 | ) | (15 | ) | (93% | ) | ||||||||||
Other income / (charges) |
(279 | ) | (164 | ) | (70% | ) | ||||||||||
Income before tax | 257 | 544 | (53% | ) | ||||||||||||
Income tax |
(5 | ) | (125 | ) | 96% | |||||||||||
Net income | 252 | 419 | (40% | ) | ||||||||||||
Life insurance gross premiums |
3,004 | 3,213 | (7% | ) | ||||||||||||
Accident and health insurance premiums |
220 | 216 | 2% | |||||||||||||
General insurance premiums |
475 | 452 | 5% | |||||||||||||
Total gross premiums | 3,699 | 3,881 | (5% | ) | ||||||||||||
Investment income |
2,212 | 2,192 | 1% | |||||||||||||
Fees and commission income |
329 | 329 | - | |||||||||||||
Total revenues | 6,240 | 6,402 | (3% | ) | ||||||||||||
Commissions and expenses |
1,046 | 1,122 | (7% | ) | ||||||||||||
of which operating expenses |
756 | 823 | (8% | ) | ||||||||||||
New life sales Amounts in EUR millions |
2012 | 2011 | % | |||||||||||||
Life & Savings |
46 | 81 | (43% | ) | ||||||||||||
Pensions |
200 | 173 | 16% | |||||||||||||
Total recurring plus 1/10 single | 246 | 254 | (3% | ) | ||||||||||||
Amounts in EUR million | 2012 | 2011 | % | |||||||||||||
New premium production accident and health insurance |
21 | 27 | (22% | ) | ||||||||||||
New premium production general insurance |
30 | 27 | 11% | |||||||||||||
Gross deposits (on and off balance) | 2012 | 2011 | % | |||||||||||||
Life & Savings |
1,484 | 1,968 | (25% | ) | ||||||||||||
Pensions |
- | 80 | - | |||||||||||||
Total gross deposits | 1,484 | 2,048 | (28% | ) |
44 | Business overview Results of operations the Netherlands |
Results 2012 the Netherlands1
Higher underlying earnings before tax in the Netherlands were driven by improved Life & Savings earnings and lower operating expenses following implemented cost reduction initiatives in 2011. Aegons business in the Netherlands has already realized EUR 89 million of the targeted EUR 100 million reduction in operating expenses. Net income was impacted by a one-off charge of EUR 265 million related to the acceleration of product improvement for unit-linked insurance products.
1 | Throughout this report, Aegon the Netherlands refers to all Aegon companies operating in the Netherlands. |
Annual Report on Form 20-F 2012 | 45 |
Results 2011 the Netherlands
Amounts in EUR millions | 2011 | 2010 | % | |||||||||||||
Net underlying earnings | 238 | 292 | (18% | ) | ||||||||||||
Tax on underlying earnings |
60 | 93 | (35% | ) | ||||||||||||
Underlying earnings before tax by product segment | ||||||||||||||||
Life & Savings |
185 | 186 | (1% | ) | ||||||||||||
Pensions |
98 | 153 | (36% | ) | ||||||||||||
Non life |
6 | 33 | (82% | ) | ||||||||||||
Distribution |
8 | 16 | (50% | ) | ||||||||||||
Share in underlying earnings before tax of associates |
1 | (3 | ) | - | ||||||||||||
Underlying earnings before tax | 298 | 385 | (23% | ) | ||||||||||||
Net Fair value items |
156 | 361 | (57% | ) | ||||||||||||
Gains / (losses) on investments |
269 | 155 | 74% | |||||||||||||
Impairment charges |
(15 | ) | (11 | ) | (36% | ) | ||||||||||
Other income / (charges) |
(164 | ) | 38 | - | ||||||||||||
Income before tax | 544 | 928 | (41% | ) | ||||||||||||
Income tax |
(125 | ) | (217 | ) | 42% | |||||||||||
Net income | 419 | 711 | (41% | ) | ||||||||||||
Life insurance gross premiums |
3,213 | 3,185 | 1% | |||||||||||||
Accident and health insurance premiums |
216 | 201 | 7% | |||||||||||||
General insurance premiums |
452 | 451 | - | |||||||||||||
Total gross premiums | 3,881 | 3,837 | 1% | |||||||||||||
Investment income |
2,192 | 2,161 | 1% | |||||||||||||
Fees and commission income |
329 | 348 | (5% | ) | ||||||||||||
Total revenues | 6,402 | 6,346 | 1% | |||||||||||||
Commissions and expenses |
1,122 | 1,058 | 6% | |||||||||||||
of which operating expenses |
823 | 748 | 10% | |||||||||||||
New life sales Amounts in EUR millions |
2011 | 2010 | % | |||||||||||||
Life & Savings |
81 | 83 | (2% | ) | ||||||||||||
Pensions |
173 | 165 | 5% | |||||||||||||
Total recurring plus 1/10 single | 254 | 248 | 2% | |||||||||||||
Amounts in EUR million |
2011 | 2010 | % | |||||||||||||
New premium production accident and health insurance |
27 | 26 | 4% | |||||||||||||
New premium production general insurance |
27 | 26 | 4% | |||||||||||||
Gross deposits (on and off balance) |
2011 | 2010 | % | |||||||||||||
Life & Savings |
1,968 | 2,036 | (3% | ) | ||||||||||||
Pensions |
80 | 346 | (77% | ) | ||||||||||||
Total gross deposits | 2,048 | 2,382 | (14% | ) |
46 | Business overview Results of operations the Netherlands |
Results 2011 the Netherlands
Underlying earnings in the Netherlands were impacted by increased provisioning for longevity, while net income was affected by business restructuring. In 2011, Aegon initiated actions to make its business in the Netherlands more agile and better positioned to respond to changing conditions and opportunities in the Dutch market.
Annual Report on Form 20-F 2012 | 47 |
Overview the Netherlands
Aegon has a history in the Netherlands that dates back more than 150 years. Today, Aegon the Netherlands is one of the countrys leading1 providers of life insurance and pensions, with millions of customers and approximately 4,500 employees. The fully owned Unirobe Meeùs Group is one of the largest2 intermediaries in the Netherlands. Aegon the Netherlands has its headquarters in The Hague and offices in Leeuwarden and Groningen.
1 | Source: Verzekerd van Cijfers 2012, published by the Dutch Association of Insurers. |
2 | Source: AM 2012 Jaarboek, published by Assurantie magazine. |
3 | Source: Tracking Report Motivaction. |
48 | Business overview Overview the Netherlands |
Annual Report on Form 20-F 2012 | 49 |
1 | Source: Verzekerd van Cijfers 2012, published by the Dutch Association of Insurers. |
2 | Source: DNB Supervision Returns 2011. |
50 | Business overview Overview the Netherlands |
1 | Source: Kadaster. |
2 | Source: DNB Supervision Returns 2011. |
3 | Source: DNB Statisch Bulletin. |
Annual Report on Form 20-F 2012 | 51 |
52 | Business overview Results of operations United Kingdom |
Amounts in GBP millions | Amounts in EUR millions | |||||||||||||||||||||||
2012 | 2011 | % | 2012 | 2011 | % | |||||||||||||||||||
Net underlying earnings | 110 | 33 | - | 135 | 38 | - | ||||||||||||||||||
Tax on underlying earnings | (25 | ) | (28 | ) | 11% | (30 | ) | (33 | ) | 9% | ||||||||||||||
Underlying earnings before tax by product segment | ||||||||||||||||||||||||
Life | 66 | 86 | (23% | ) | 82 | 99 | (17%) | |||||||||||||||||
Pensions | 21 | (75 | ) | - | 26 | (86 | ) | - | ||||||||||||||||
Distribution | (2 | ) | (6 | ) | 67% | (3 | ) | (8 | ) | 63% | ||||||||||||||
Underlying earnings before tax | 85 | 5 | - | 105 | 5 | - | ||||||||||||||||||
Net Fair value items | (26 | ) | (5 | ) | - | (31 | ) | (6 | ) | - | ||||||||||||||
Gains / (losses) on investments | 68 | 44 | 55% | 84 | 51 | 65% | ||||||||||||||||||
Impairment charges | - | (55 | ) | - | - | (62 | ) | - | ||||||||||||||||
Other income / (charges) | 28 | (49 | ) | - | 34 | (57 | ) | - | ||||||||||||||||
Income before tax (excluding income tax from certain proportionately consolidated associates) | 155 | (60 | ) | - | 192 | (69 | ) | - | ||||||||||||||||
Income tax attributible to policyholder return | (32 | ) | (37 | ) | 14% | (40 | ) | (43 | ) | 7% | ||||||||||||||
Income before tax on shareholders return (excluding income tax from certain proportionately consolidated associates) | 123 | (97 | ) | - | 152 | (112 | ) | - | ||||||||||||||||
Income tax on shareholders return | 14 | 52 | (73% | ) | 17 | 60 | (72%) | |||||||||||||||||
Net income | 137 | (45) | - | 169 | (52 | ) | - | |||||||||||||||||
Life insurance gross premiums | 4,900 | 5,611 | (13% | ) | 6,047 | 6,474 | (7%) | |||||||||||||||||
Total gross premiums | 4,900 | 5,611 | (13% | ) | 6,047 | 6,474 | (7%) | |||||||||||||||||
Investment income | 1,894 | 1,867 | 1% | 2,337 | 2,154 | 8% | ||||||||||||||||||
Fees and commission income | 108 | 119 | (9% | ) | 133 | 137 | (3%) | |||||||||||||||||
Total revenues | 6,902 | 7,597 | (9% | ) | 8,517 | 8,765 | (3%) | |||||||||||||||||
Commissions and expenses | 598 | 732 | (18% | ) | 738 | 844 | (13%) | |||||||||||||||||
of which operating expenses | 273 | 409 | (33% | ) | 337 | 472 | (29%) | |||||||||||||||||
Amounts in GBP millions | Amounts in EUR millions | |||||||||||||||||||||||
New life sales | 2012 | 2011 | % | 2012 | 2011 | % | ||||||||||||||||||
Life | 72 | 66 | 9% | 89 | 77 | 16% | ||||||||||||||||||
Pensions | 686 | 672 | 2% | 847 | 775 | 9% | ||||||||||||||||||
Total recurring plus 1/10 single | 758 | 738 | 3% | 936 | 852 | 10% | ||||||||||||||||||
Amounts in GBP millions | Amounts in EUR millions | |||||||||||||||||||||||
Gross deposits (on and off balance) | 2012 | 2011 | % | 2012 | 2011 | % | ||||||||||||||||||
Variable annuities | 22 | 49 | (55% | ) | 27 | 56 | (52%) | |||||||||||||||||
Pensions | 8 | - | - | 10 | - | - | ||||||||||||||||||
Total gross deposits | 30 | 49 | (39% | ) | 37 | 56 | (34%) | |||||||||||||||||
Weighted average rate | Closing rate as of | |||||||||||||||||||||||
Exchange rates Per 1 EUR |
2012 | 2011 | December 31, 2012 |
December 31, 2011 |
||||||||||||||||||||
GBP | 0.8103 | 0.8667 | 0.8111 | 0.8353 |
Annual Report on Form 20-F 2012 | 53 |
Results 2012 United Kingdom
Underlying earnings before tax from Aegons operations in the United Kingdom improved to GBP 85 million driven by lower expenses following the implementation of the cost reduction program in 2011 and the absence of charges and expenses related to the customer redress program in 2011. Aegon introduced a new platform to the market in 2012.
54 | Business overview Results of operations United Kingdom |
Results 2011 United Kingdom
Amounts in GBP millions | Amounts in EUR millions | |||||||||||||||||||||||
2011 | 2010 | % | 2011 | 2010 | % | |||||||||||||||||||
Net underlying earnings | 33 | 103 | (68% | ) | 38 | 120 | (68%) | |||||||||||||||||
Tax on underlying earnings | (28 | ) | (42 | ) | 33% | (33 | ) | (48 | ) | (31%) | ||||||||||||||
Underlying earnings before tax by product segment | ||||||||||||||||||||||||
Life | 86 | 60 | 43% | 99 | 71 | 39% | ||||||||||||||||||
Pensions | (75 | ) | 6 | - | (86 | ) | 7 | - | ||||||||||||||||
Distribution | (6 | ) | (5 | ) | (20% | ) | (8 | ) | (6 | ) | (33%) | |||||||||||||
Underlying earnings before tax | 5 | 61 | (92% | ) | 5 | 72 | (93%) | |||||||||||||||||
Net Fair value items | (5 | ) | (8 | ) | 38% | (6 | ) | (9 | ) | 33% | ||||||||||||||
Gains / (losses) on investments | 44 | 12 | - | 51 | 14 | - | ||||||||||||||||||
Impairment charges | (55 | ) | (30 | ) | (83% | ) | (62 | ) | (36 | ) | (72%) | |||||||||||||
Other income / (charges) | (49 | ) | 41 | - | (57 | ) | 48 | - | ||||||||||||||||
Income before tax | (60 | ) | 76 | - | (69 | ) | 89 | - | ||||||||||||||||
Income tax attributible to policyholder return | (37 | ) | (57 | ) | 35% | (43 | ) | (67 | ) | 36% | ||||||||||||||
Income before tax on shareholders return | (97 | ) | 19 | - | (112 | ) | 22 | - | ||||||||||||||||
Income tax on shareholders return | 52 | 53 | (2% | ) | 60 | 62 | (3%) | |||||||||||||||||
Net income | (45 | ) | 72 | - | (52 | ) | 84 | - | ||||||||||||||||
Life insurance gross premiums | 5,611 | 6,344 | (12% | ) | 6,474 | 7,425 | (13%) | |||||||||||||||||
Total gross premiums | 5,611 | 6,344 | (12% | ) | 6,474 | 7,425 | (13%) | |||||||||||||||||
Investment income | 1,867 | 1,999 | (7% | ) | 2,154 | 2,340 | (8%) | |||||||||||||||||
Fees and commission income | 119 | 140 | (15% | ) | 137 | 164 | (16%) | |||||||||||||||||
Total revenues | 7,597 | 8,483 | (10% | ) | 8,765 | 9,929 | (12%) | |||||||||||||||||
Commissions and expenses | 732 | 694 | 5% | 844 | 812 | 4% | ||||||||||||||||||
of which operating expenses | 409 | 390 | 5% | 472 | 456 | 4% | ||||||||||||||||||
Amounts in GBP millions | Amounts in EUR millions | |||||||||||||||||||||||
New life sales | 2011 | 2010 | % | 2011 | 2010 | % | ||||||||||||||||||
Life | 66 | 81 | (19% | ) | 77 | 94 | (18%) | |||||||||||||||||
Pensions | 672 | 826 | (19% | ) | 775 | 967 | (20%) | |||||||||||||||||
Total recurring plus 1/10 single | 738 | 907 | (19% | ) | 852 | 1,061 | (20%) | |||||||||||||||||
Amounts in GBP millions | Amounts in EUR millions | |||||||||||||||||||||||
Gross deposits (on and off balance) | 2011 | 2010 | % | 2011 | 2010 | % | ||||||||||||||||||
Variable annuities | 49 | 82 | (40% | ) | 56 | 96 | (42%) | |||||||||||||||||
Total gross deposits | 49 | 82 | (40% | ) | 56 | 96 | (42%) | |||||||||||||||||
Weighted average rate | Closing rate as of | |||||||||||||||||||||||
Exchange rates Per 1 EUR |
2011 | 2010 | |
December 31, 2011 |
|
|
Dec. 31, 2010 |
| ||||||||||||||||
GBP | 0.8667 | 0.8544 | 0.8353 | 0.8608 |
Annual Report on Form 20-F 2012 | 55 |
Results 2011 United Kingdom
Earnings from Aegons operations in the United Kingdom were impacted by charges and expenses related to the customer redress program and restructuring charges related to a program to reduce operating expenses in the companys Life & Pension businesses by 25%.
56 | Business overview Overview United Kingdom |
Overview United Kingdom
In the UK, Aegon is a major provider of corporate and individual pensions, protection products and annuities, and in financial advice markets, through its owned adviser companies Origen and Positive Solutions. Aegon UK has some two million customers, approximately 2,800 employees and GBP 54.5 billion in revenue-generating investments. Aegon UKs main offices are in Edinburgh, London and Lytham St. Annes.
Annual Report on Form 20-F 2012 | 57 |
1 | The onshore bond is provided by Scottish Equitable plc. The offshore contracts are offered by Aegon Ireland plc and are reported separately in the New Markets segment, rather than as part of the UK segment. |
58 | Business overview Overview United Kingdom |
Annual Report on Form 20-F 2012 | 59 |
60 | Business overview Overview United Kingdom |
Annual Report on Form 20-F 2012 | 61 |
Amounts in EUR millions | 2012 | 2011 | % | |||||||||
Net underlying earnings | 185 | 184 | 1% | |||||||||
Tax on underlying earnings | 89 | 65 | 37% | |||||||||
Underlying earnings before tax by product segment | ||||||||||||
Central & Eastern Europe | 85 | 96 | (11%) | |||||||||
Asia | 19 | (4) | - | |||||||||
Spain & France | 69 | 88 | (22%) | |||||||||
Variable Annuities Europe | - | 9 | - | |||||||||
Aegon Asset Management | 101 | 60 | 68% | |||||||||
Underlying earnings before tax | 274 | 249 | 10% | |||||||||
Net Fair value items | (1) | (30) | 97% | |||||||||
Gains / (losses) on investments | 10 | 7 | 43% | |||||||||
Impairment charges | (26) | (61) | 57% | |||||||||
Other income / (charges) | 113 | 7 | - | |||||||||
Income before tax (excluding income tax from certain proportionately consolidated associates) | 370 | 172 | 115% | |||||||||
Income tax from certain proportionately consolidated associates included in income before tax | 3 | 8 | (63%) | |||||||||
Income tax | (121) | (61) | (98%) | |||||||||
Of which Income tax from certain proportionately consolidated associates included in income before tax |
(3) | (8) | 63% | |||||||||
Net income | 249 | 111 | 124% | |||||||||
Life insurance gross premiums | 1,374 | 1,600 | (14%) | |||||||||
Accident and health insurance premiums | 188 | 179 | 5% | |||||||||
General insurance premiums | 144 | 149 | (3%) | |||||||||
Total gross premiums | 1,706 | 1,928 | (12%) | |||||||||
Investment income | 319 | 320 | - | |||||||||
Fees and commission income | 524 | 469 | 12% | |||||||||
Other revenues | 3 | 1 | - | |||||||||
Total revenues | 2,552 | 2,718 | (6%) | |||||||||
Commissions and expenses | 870 | 826 | 5% | |||||||||
of which operating expenses | 613 | 577 | 6% | |||||||||
New life sales | ||||||||||||
Amounts in EUR millions | 2012 | 2011 | % | |||||||||
Central Eastern Europe | 114 | 110 | 4% | |||||||||
Asia | 53 | 58 | (9%) | |||||||||
Spain and France | 86 | 143 | (40%) | |||||||||
Total recurring plus 1/10 single | 253 | 311 | (19%) | |||||||||
Amounts in EUR million | 2012 | 2011 | % | |||||||||
New premium production accident and health insurance | 42 | 34 | 24% | |||||||||
New premium production general insurance | 25 | 25 | - |
62 | Business overview Results of operations New Markets |
Gross deposits (on and off balance) | 2012 | 2011 | % | |||||||||
Central & Eastern Europe | 316 | 662 | (52%) | |||||||||
Asia | 169 | 59 | 186% | |||||||||
Spain & France | 45 | 61 | (26%) | |||||||||
Variable Annuities Europe | 463 | 530 | (13%) | |||||||||
Aegon Asset Management | 9,916 | 5,244 | 89% | |||||||||
Total gross deposits | 10,909 | 6,556 | 66% | |||||||||
Weighted average rate | ||||||||||||
Exchange rates |
||||||||||||
Per 1 EUR | 2012 | 2011 | ||||||||||
US Dollar | 1.2849 | 1.3909 | ||||||||||
Canadian dollar | 1.2839 | 1.3744 | ||||||||||
Pound sterling | 0.8103 | 0.8667 | ||||||||||
Czech koruna | 25.1140 | 24.5636 | ||||||||||
Hungarian florint | 288.8606 | 278.9417 | ||||||||||
Polish zloty | 4.1809 | 4.1154 | ||||||||||
Romanian leu | 4.4548 | 4.2353 | ||||||||||
Turkish Lira | 2.3132 | 2.3333 | ||||||||||
Chinese rin bin bi yuan | 8.1377 | 9.0576 |
Annual Report on Form 20-F 2012 | 63 |
Results 2012 New Markets
Aegons operations in New Markets reported higher underlying earnings before tax in 2012 as growth in Asset Management and Asia offset declines in Central & Eastern Europe and Spain due to new pension legislation in Poland and changes to Aegons joint venture partnerships in Spain.
64 | Business overview Results of operations New Markets |
Results 2011 New Markets
Amounts in EUR millions | 2011 | 2010 | % | |||||||||
Net underlying earnings | 184 | 180 | 2% | |||||||||
Tax on underlying earnings | 65 | 65 | - | |||||||||
Underlying earnings before tax by product segment | ||||||||||||
Central & Eastern Europe | 96 | 95 | 1% | |||||||||
Asia | (4 | ) | 6 | - | ||||||||
Spain & France | 88 | 87 | 1% | |||||||||
Variable Annuities Europe | 9 | 11 | (18% | ) | ||||||||
Aegon Asset Management | 60 | 46 | 30% | |||||||||
Underlying earnings before tax | 249 | 245 | 2% | |||||||||
Net Fair value items | (30 | ) | (10 | ) | (200% | ) | ||||||
Gains / (losses) on investments | 7 | 17 | (59% | ) | ||||||||
Impairment charges | (61 | ) | (22 | ) | (177% | ) | ||||||
Other income / (charges) | 7 | (58 | ) | - | ||||||||
Income before tax (excluding income tax from certain proportionately consolidated associates) | 172 | 172 | - | |||||||||
Income tax from certain proportionately consolidated associates included in income before tax | 8 | 10 | (20% | ) | ||||||||
Income tax | (61 | ) | (53 | ) | (15% | ) | ||||||
Of which Income tax from certain proportionately consolidated associates included in income before tax |
(8 | ) | (10 | ) | 20% | |||||||
Net income | 111 | 119 | (7% | ) | ||||||||
Life insurance gross premiums | 1,600 | 1,731 | (8% | ) | ||||||||
Accident and health insurance premiums | 179 | 174 | 3% | |||||||||
General insurance premiums | 149 | 159 | (6% | ) | ||||||||
Total gross premiums | 1,928 | 2,064 | (7% | ) | ||||||||
Investment income | 320 | 308 | 4% | |||||||||
Fees and commission income | 469 | 486 | (3% | ) | ||||||||
Other revenues | 1 | 4 | (75% | ) | ||||||||
Total revenues | 2,718 | 2,862 | (5% | ) | ||||||||
Commissions and expenses | 826 | 831 | (1% | ) | ||||||||
of which operating expenses | 577 | 591 | (2% | ) | ||||||||
New life sales | ||||||||||||
Amounts in EUR millions | 2011 | 2010 | % | |||||||||
Central Eastern Europe | 110 | 96 | 15% | |||||||||
Asia | 58 | 75 | (23% | ) | ||||||||
Spain and France | 143 | 142 | 1% | |||||||||
Total recurring plus 1/10 single | 311 | 313 | (1% | ) | ||||||||
Amounts in EUR million | 2011 | 2010 | % | |||||||||
New premium production accident and health insurance | 34 | 41 | (17% | ) | ||||||||
New premium production general insurance | 25 | 32 | (22% | ) | ||||||||
Gross deposits (on and off balance) | 2011 | 2010 | % | |||||||||
Central & Eastern Europe | 662 | 948 | (30% | ) | ||||||||
Asia | 59 | 53 | 11% | |||||||||
Spain & France | 61 | 89 | (31% | ) | ||||||||
Variable Annuities Europe | 530 | 663 | (20% | ) | ||||||||
Aegon Asset Management | 5,244 | 7,329 | (28% | ) | ||||||||
Total gross deposits | 6,556 | 9,082 | (28% | ) |
Annual Report on Form 20-F 2012 | 65 |
Weighted average rate | ||||||||
Exchange rates |
||||||||
Per 1 EUR | 2011 | 2010 | ||||||
US Dollar | 1.3909 | 1.3210 | ||||||
Canadian dollar | 1.3599 | 1.3599 | ||||||
Pound sterling | 0.8667 | 0.8666 | ||||||
Czech koruna | 24.5636 | 25.1205 | ||||||
Hungarian florint | 278.9417 | 273.9494 | ||||||
Polish zloty | 4.1154 | 3.9771 | ||||||
Romanian leu | 4.2353 | 4.1917 | ||||||
Turkish Lira | 2.3333 | 1.9874 | ||||||
Chinese rin bin bi yuan | 9.0576 | 8.9699 |
66 | Business overview Results of operations New Markets |
Results 2011 New Markets
Aegons operations in New Markets reported higher underlying earnings before tax in 2011, driven primarily by growth of Aegon Asset Management. In Central & Eastern Europe, the companys shift in focus from pensions to life insurance was successful, both in terms of new life sales and underlying earnings before tax. Underlying earnings before tax from operations in Asia were negative as the company continued to invest in growth in these emerging markets. The contribution from Spain and France remained level compared with 2010.
Annual Report on Form 20-F 2012 | 67 |
Overview Central & Eastern Europe
Aegon has operations in six Central & Eastern European countries: the Czech Republic, Hungary, Poland, Romania, Slovakia and Turkey. Aegon first entered the Central & Eastern European market in 1992 when the Group bought a majority stake in Hungarys former state-owned insurance company, Állami Biztosító. Hungary is Aegons leading business in the region and a springboard for further expansion. The expansion in the region continued in 2012. At the end of the year the acquisition of Fidem Life, Ukraines fifth largest life insurance company was in progress.
68 | Business overview Overview CEE |
1 | Sources: Polish Financial Supervision Authority, www.knf.gov.pl; the Association of Pension Fund Management Companies, Slovakia, |
www.adss.sk; Hungarian Financial Supervision Authority, www.pszaf.hu. |
Annual Report on Form 20-F 2012 | 69 |
70 | Business overview Overview CEE |
Annual Report on Form 20-F 2012 | 71 |
Overview Asia
Aegon Asia operates throughout the Asia region via three major joint ventures, in China, India and Japan, and its network of wholly owned subsidiaries.
72 | Business overview Overview Asia |
Annual Report on Form 20-F 2012 | 73 |
1 | Source: China Insurance Regulatory Commission (CIRC). |
2 | Source: Monthly New Business Report from the Insurance Regulatory and Development Authority (IRDA) website. |
3 | Source: IRDA Annual Report 2011-2012. |
74 | Business overview Overview Asia |
Annual Report on Form 20-F 2012 | 75 |
76 | Business overview Overview Asia |
Annual Report on Form 20-F 2012 | 77 |
Overview Spain
Aegon first entered the Spanish market in 1980 when it bought local insurer Seguros Galicia. In recent years, Aegons activities in Spain further developed through distribution partnerships with some Spanish banks.
78 | Business overview Overview Spain |
Annual Report on Form 20-F 2012 | 79 |
Overview France
Aegon is present in the French insurance market, the second largest in Europe, through its partnership agreement with AG2R La Mondiale.
80 | Business overview Overview Variable Annuities Europe |
Overview Variable Annuities Europe
Aegon Ireland plc (Variable Annuities Europe) has two business lines, firstly variable annuities for Europe (active in the United Kingdom, France and the Netherlands), and secondly international bonds for the UK market.
Annual Report on Form 20-F 2012 | 81 |
1 | Source: Association of British Insurers and Aegon |
82 | Business overview Overview Aegon Asset Management |
Overview Aegon Asset Management
Aegon Asset Management was launched at the beginning of October 2009 and brings together asset management businesses from around the world. As of January 1, 2010, Aegon reports results from Aegon Asset Management separately within the New Markets segment.
Annual Report on Form 20-F 2012 | 83 |
84 | Risk and capital management Risk management |
Annual Report on Form 20-F 2012 | 85 |
1 | Please note that the information here is intended as an overview only. A more detailed explanation of credit risk, equity and other investment risk, interest rate risk, currency exchange rate risk, liquidity risk, underwriting risk and operational risk, as well as other company-wide risk management policies may be found in note 4 of the consolidated financial statements. Further information on sensitivity analyses may also be found on these pages. |
86 | Risk and capital management Risk management |
Annual Report on Form 20-F 2012 | 87 |
88 | Risk and capital management Risk management |
Annual Report on Form 20-F 2012 | 89 |
90 | Risk and capital management Risk management |
Annual Report on Form 20-F 2012 | 91 |
92 | Risk and capital management Risk management |
Annual Report on Form 20-F 2012 | 93 |
94 | Risk and capital management Risk management |
Annual Report on Form 20-F 2012 | 95 |
96 | Risk and capital management Risk management |
Annual Report on Form 20-F 2012 | 97 |
98 | Risk and capital management Risk management |
Annual Report on Form 20-F 2012 | 99 |
100 | Risk and capital management Risk management |
Annual Report on Form 20-F 2012 | 101 |
102 | Risk and capital management Capital and liquidity management |
Annual Report on Form 20-F 2012 | 103 |
104 | Risk and capital management Capital and liquidity management |
Agency December 31, 2012 |
Aegon N.V. | Aegon USA | Aegon the Netherlands |
Aegon UK | ||||||||||||
Standard & Poors | A- | AA- | AA- | A+ | ||||||||||||
Moodys Investor Service | A3 | A1 | - | - | ||||||||||||
Fitch Ratings | A | AA- | - | - |
Annual Report on Form 20-F 2012 | 105 |
106 | Governance Report of the Supervisory Board |
Report of the Supervisory Board
Annual Report on Form 20-F 2012 | 107 |
108 | Governance Report of the Supervisory Board |
Annual Report on Form 20-F 2012 | 109 |
110 | Governance Report of the Supervisory Board |
Annual Report on Form 20-F 2012 | 111 |
Members of the Supervisory Board
112 | Governance Members of the Supervisory Board |
Audit Committee |
Risk Committee |
Nominating Committee |
Compensation Committee | |||||||||
Shemaya Levy (Chair) | Irving W. Bailey, II (Chair) | Robert J. Routs (Chair) | Leo M. van Wijk (Chair) | |||||||||
Antony Burgmans | Kornelis J. Storm | Shemaya Levy | Irving W. Bailey II | |||||||||
Ben van der Veer | Ben van der Veer | Karla M.H. Peijs | Karla M.H. Peijs | |||||||||
Dirk P.M. Verbeek | Dirk P.M. Verbeek | Kornelis J. Storm | Robert J. Routs | |||||||||
Leo M. van Wijk |
Annual Report on Form 20-F 2012 | 113 |
1 | Staff whose professional activities may materially influence Aegons business performance and risk profile. |
2 | Senior Staff in Control Function positions (Compliance, Risk and Audit) at Group or country/regional unit level. |
114 | Governance Remuneration Policy and Report |
Base fee for membership of the Supervisory Board | EUR / year | |||
Chairman | 60,000 | |||
Vice-Chairman | 50,000 | |||
Member | 40,000 |
Fee for membership of a Supervisory Board committee | EUR / year | |||
Chairman of the Audit Committee | 10,000 | |||
Member of the Audit Committee | 8,000 | |||
Chairman of other committees | 7,000 | |||
Member of other committees | 5,000 |
Attendance fees | EUR / year | |||
Extra Supervisory Board meeting | 3,000 | |||
Audit Committee | 3,000 | |||
Other committees | 1,250 |
1 | Members of the Compensation Committee are as follows: Leo M. van Wijk (Chairman), Irving W. Bailey II, Karla M.H. Peijs and Robert J. Routs. |
Annual Report on Form 20-F 2012 | 115 |
Member | 2012 | 2011 | ||||||
Robert J. Routs (Chairman) | 109,250 | 101,250 | ||||||
Irving W. Bailey II (Vice-Chairman) | 98,000 | 92,500 | ||||||
Anthony Burgmans | 87,000 | 75,000 | ||||||
Arthur Docters van Leeuwen 1) | - | 40,000 | ||||||
Cecelia Kempler 2) | - | 9,625 | ||||||
Shemaya Levy | 104,500 | 96,000 | ||||||
Karla M. H. Peijs | 78,250 | 79,250 | ||||||
Kornelis J. Storm | 83,000 | 74,500 | ||||||
Ben van der Veer | 101,250 | 95,250 | ||||||
Dirk P. M. Verbeek | 101,250 | 92,250 | ||||||
Leo M. van Wijk | 86,250 | 78,250 | ||||||
Total | 848,750 | 833,875 |
1 Mr. Docters van Leeuwen stepped down from Aegons Supervisory Board in July 2011.
2 Ms. Kempler stepped down from Aegons Supervisory Board in February 2011.
116 | Governance Remuneration Policy and Report |
Annual Report on Form 20-F 2012 | 117 |
Variable compensation schedule
Variable compensation 2012
Objectives | Maximum % of variable compensation |
Performance indicator | ||
Group financial IFRS based |
30% | Group underlying earnings after tax, return on equity. | ||
Group financial risk adjusted based |
30% | Group market consistent value of new business 2012, group pre-tax return on required capital 2012. | ||
Group sustainability |
15% | Objective measuring corporate responsibility. | ||
Personal objectives |
25% | Individual basket of strategic and personal objectives related to Aegons strategy. |
118 | Governance Remuneration Policy and Report |
Annual Report on Form 20-F 2012 | 119 |
Member | 2012 | 2011 | ||||||
Alexander R. Wynaendts CEO & Chairman EB |
1,049,156 | 962,299 | ||||||
Jan J. Nooitgedagt CFO & Member EB |
743,930 | 709,062 |
120 | Governance Corporate governance |
Aegon is a public company under Dutch law, and is governed by three corporate bodies: the General Meeting of Shareholders, the Executive Board and the Supervisory Board. As a company based and registered in the Netherlands, Aegon is subject to the Dutch Corporate Governance Code1 .
1 | For further details on how Aegons corporate governance practices differ from those required of US companies under New York Stock Exchange standards, please refer to the NYSE Listing standards in the Governance section of Aegons website at aegon.com. |
2 | The Dutch law currently provides for a threshold of 1% of the shares of the issued capital or a block of shares worth at least EUR 50 million. As per 1/7/2013 the law will be amended. The threshold will be increased to 3% of the issued capital and the threshold of the value will be deleted. The Articles of Association of Aegon N.V. provide for a threshold of EUR 100 million. During the General Meeting of Shareholders in 2010 it was confirmed that the threshold of EUR 100 million in market value will not be effective until the law has changed. |
3 | For further information, please refer to page 122 for a description of Special control rights. |
Annual Report on Form 20-F 2012 | 121 |
1 | For further details, please see pages 6 and 7. |
2 | Employment contracts for members of Aegons Executive Board are available on Aegons website (aegon.com). |
3 | See pages 115 and 116 for the Remuneration Report Executive Board. The Remuneration Policy is also available on Aegons website (aegon.com). |
4 | For further details, please see pages 111 and 112. |
122 | Governance Corporate governance |
1 | The 1983 Merger Agreement, as amended, is published on Aegons website (aegon.com). |
2 | The Preferred Shares Voting Rights Agreement is published on Aegons website (aegon.com). |
Annual Report on Form 20-F 2012 | 123 |
1 | The 1983 Merger Agreement, as amended is published on Aegons website (aegon.com). |
124 | Governance Corporate governance |
Annual Report on Form 20-F 2012 | 125 |
Differences between Dutch and US company laws
1 | As a result of a change in Dutch corporate law, with effect of 1 January 2013, new members of the Executive Board will not be employees of the company, but will enter into engagement agreements with the company regarding their position as member of the Executive Board. |
126 | Governance Code of ethics |
1 | http://www.aegon.com/en/Home/About/Governance/Documentation/Policies-Procedures-and-Regulations/. |
Annual Report on Form 20-F 2012 | 127 |
128 | Governance Controls and procedures |
Annual Report on Form 20-F 2012 | 129 |
130
Table of contents
Annual Report on Form 20-F 2012 | 131 |
132 | Consolidated financial statements of Aegon N.V. |
Consolidated income statement of Aegon N.V.
For the year ended December 31
Amounts in EUR million (except per share data) | Note | 2012 | 2011 | 2010 | ||||||||||||
Premium income |
6 | 19,526 | 19,521 | 21,097 | ||||||||||||
Investment income |
7 | 8,501 | 8,167 | 8,762 | ||||||||||||
Fee and commission income |
8 | 1,900 | 1,465 | 1,744 | ||||||||||||
Other revenues |
10 | 6 | 5 | |||||||||||||
Total revenues |
29,937 | 29,159 | 31,608 | |||||||||||||
Income from reinsurance ceded |
9 | 4,128 | 2,775 | 1,869 | ||||||||||||
Results from financial transactions |
10 | 12,996 | (187 | ) | 15,662 | |||||||||||
Other income |
11 | 151 | 39 | 40 | ||||||||||||
Total income |
47,212 | 31,786 | 49,179 | |||||||||||||
Premiums to reinsurers |
6 | 3,735 | 3,407 | 1,859 | ||||||||||||
Policyholder claims and benefits |
12 | 35,155 | 20,230 | 38,128 | ||||||||||||
Profit sharing and rebates |
13 | 34 | 55 | 36 | ||||||||||||
Commissions and expenses |
14 | 5,736 | 6,164 | 6,034 | ||||||||||||
Impairment charges / (reversals) |
15 | 206 | 483 | 701 | ||||||||||||
Interest charges and related fees |
16 | 467 | 491 | 426 | ||||||||||||
Other charges |
17 | 53 | 69 | 122 | ||||||||||||
Total charges
|
45,386 | 30,899 | 47,306 | |||||||||||||
Income before share in profit / (loss) of associates and tax |
1,826 | 887 | 1,873 | |||||||||||||
Share in profit / (loss) of associates |
26 | 29 | 41 | |||||||||||||
Income / (loss) before tax |
1,852 | 916 | 1,914 | |||||||||||||
Income tax |
18 | (320 | ) | (44 | ) | (154 | ) | |||||||||
Net Income / (loss) |
1,532 | 872 | 1,760 | |||||||||||||
Net income / (loss) attributable to: |
||||||||||||||||
Equity holders of Aegon N.V. |
1,531 | 869 | 1,759 | |||||||||||||
Non-controlling interests |
1 | 3 | 1 | |||||||||||||
Earnings per share (EUR per share) |
19 | |||||||||||||||
Basic earnings per share |
0.67 | (0.06 | ) | 0.76 | ||||||||||||
Diluted earnings per share |
0.67 | (0.06 | ) | 0.68 |
Annual Report on Form 20-F 2012 | 133 |
Consolidated statement of comprehensive income of Aegon N.V.
For the year ended December 31
Amounts in EUR million | 2012 | 2011 | 2010 | |||||||||||
Net income |
1,532 | 872 | 1,760 | |||||||||||
Other comprehensive income: |
||||||||||||||
Gains / (losses) on revaluation of available-for-sale investments |
4,221 | 3,113 | 3,873 | |||||||||||
(Gains) / losses transferred to the income statement on disposal and impairment of available-for-sale investments |
(465 | ) | (513 | ) | (203 | ) | ||||||||
Changes in revaluation reserve real estate held for own use |
(5 | ) | 3 | 4 | ||||||||||
Changes in cash flow hedging reserve |
(92 | ) | 1,058 | 373 | ||||||||||
Movement in foreign currency translation and net foreign investment hedging reserve |
(116 | ) | 409 | 1,054 | ||||||||||
Equity movements of associates |
22 | (18 | ) | (25 | ) | |||||||||
Disposal of group assets |
- | - | (22 | ) | ||||||||||
Aggregate tax effect of items recognized in other comprehensive income / (loss) |
(1,063 | ) | (1,167 | ) | (1,409 | ) | ||||||||
Other |
(1 | ) | 4 | (10 | ) | |||||||||
Other comprehensive income for the period |
2,501 | 2,889 | 3,635 | |||||||||||
Total comprehensive income / (loss) |
4,033 | 3,761 | 5,395 | |||||||||||
Total comprehensive income attributable to: |
||||||||||||||
Equity holders of Aegon N.V. |
4,034 | 3,758 | 5,394 | |||||||||||
Non-controlling interests |
(1 | ) | 3 | 1 |
134 | Consolidated financial statements of Aegon N.V. |
Consolidated statement of financial position of Aegon N.V.
As at December 31
Amounts in EUR million | Note | 2012 | 2011 | |||||||||
Assets |
||||||||||||
Intangible assets |
21 | 2,948 | 3,285 | |||||||||
Investments |
22 | 146,182 | 144,079 | |||||||||
Investments for account of policyholders |
23 | 153,670 | 142,529 | |||||||||
Derivatives |
24 | 21,154 | 15,504 | |||||||||
Investments in associates |
25 | 829 | 742 | |||||||||
Reinsurance assets |
26 | 11,987 | 11,517 | |||||||||
Defined benefit assets |
41 | 201 | 303 | |||||||||
Deferred tax assets |
43 | 33 | 89 | |||||||||
Deferred expenses |
27 | 11,687 | 11,432 | |||||||||
Other assets and receivables |
28 | 7,722 | 7,792 | |||||||||
Cash and cash equivalents |
29 | 9,653 | 8,104 | |||||||||
Total assets |
366,066 | 345,376 | ||||||||||
Equity and liabilities |
||||||||||||
Shareholders equity |
30 | 24,630 | 21,000 | |||||||||
Other equity instruments |
32 | 5,018 | 4,720 | |||||||||
Issued capital and reserves attributable to equity holders of Aegon N.V. |
29,648 | 25,720 | ||||||||||
Non-controlling interests |
13 | 14 | ||||||||||
Group equity |
29,661 | 25,734 | ||||||||||
Trust pass-through securities |
33 | 155 | 159 | |||||||||
Subordinated borrowings |
34 | 61 | 18 | |||||||||
Insurance contracts |
35 | 105,209 | 104,974 | |||||||||
Insurance contracts for account of policyholders |
36 | 76,871 | 73,425 | |||||||||
Investment contracts |
37 | 17,768 | 20,847 | |||||||||
Investment contracts for account of policyholders |
38 | 78,418 | 71,433 | |||||||||
Derivatives |
24 | 17,848 | 12,728 | |||||||||
Borrowings |
39 | 12,758 | 10,141 | |||||||||
Provisions |
40 | 331 | 444 | |||||||||
Defined benefit liabilities |
41 | 2,222 | 2,184 | |||||||||
Deferred revenue liabilities |
42 | 106 | 104 | |||||||||
Deferred tax liabilities |
43 | 3,609 | 2,499 | |||||||||
Other liabilities |
44 | 20,716 | 19,501 | |||||||||
Accruals |
45 | 333 | 1,185 | |||||||||
Total liabilities
|
336,405 | 319,642 | ||||||||||
Total equity and liabilities |
366,066 | 345,376 |
Annual Report on Form 20-F 2012 | 135 |
Consolidated statement of changes in equity of Aegon N.V.
For the year ended December 31, 2012
Amounts in EUR million | Note | |
Share capital |
|
|
Retained earnings |
|
|
Revaluation reserves |
|
|
Other reserves |
|
|
Other |
|
|
Issued capital and reserves 1) |
|
|
Non-controlling interests |
|
Total | |||||||||||||||
At January 1, 2012 |
9,097 | 9,403 | 3,464 | (964) | 4,720 | 25,720 | 14 | 25,734 | ||||||||||||||||||||||||||||||
Net income / (loss) recognized in the income statement |
- | 1,531 | - | - | - | 1,531 | 1 | 1,532 | ||||||||||||||||||||||||||||||
Other comprehensive income: |
||||||||||||||||||||||||||||||||||||||
Gains / (losses) on revaluation of available-for-sale investments |
- | - | 4,221 | - | - | 4,221 | - | 4,221 | ||||||||||||||||||||||||||||||
(Gains) / losses transferred to income statement on disposal and impairment of available for-sale-investments |
- | - | (465 | ) | - | - | (465 | ) | - | (465 | ) | |||||||||||||||||||||||||||
Changes in revaluation reserve real estate held for own use |
- | - | (5 | ) | - | - | (5 | ) | - | (5 | ) | |||||||||||||||||||||||||||
Changes in cash flow hedging reserve |
- | - | (92 | ) | - | - | (92 | ) | - | (92 | ) | |||||||||||||||||||||||||||
Movements in foreign currency translation and net foreign investment hedging reserves |
- | - | - | (116 | ) | - | (116 | ) | - | (116 | ) | |||||||||||||||||||||||||||
Equity movements of associates |
- | - | - | 22 | - | 22 | - | 22 | ||||||||||||||||||||||||||||||
Aggregate tax effect of items recognized in other comprehensive income / (loss) |
- | (6 | ) | (1,060 | ) | 3 | - | (1,063 | ) | - | (1,063 | ) | ||||||||||||||||||||||||||
Other |
- | (18 | ) | 19 | - | - | 1 | (2 | ) | (1 | ) | |||||||||||||||||||||||||||
Total other comprehensive income / (Loss)
|
- | (24 | ) | 2,618 | (91 | ) | - | 2,503 | (2 | ) | 2,501 | |||||||||||||||||||||||||||
Total comprehensive income / (loss) for 2012 | - | 1,507 | 2,618 | (91 | ) | - | 4,034 | (1 | ) | 4,033 | ||||||||||||||||||||||||||||
Shares issued |
2 | - | - | - | - | 2 | - | 2 | ||||||||||||||||||||||||||||||
Treasury shares |
- | 3 | - | - | - | 3 | - | 3 | ||||||||||||||||||||||||||||||
Dividends paid on common shares |
- | (148 | ) | - | - | - | (148 | ) | - | (148 | ) | |||||||||||||||||||||||||||
Dividend withholding tax reduction |
- | 3 | - | - | - | 3 | - | 3 | ||||||||||||||||||||||||||||||
Issuance of non-cumulative subordinated notes |
- | - | - | - | 271 | 271 | - | 271 | ||||||||||||||||||||||||||||||
Coupons on non-cumulative subordinated notes |
- | (23 | ) | - | - | - | (23 | ) | - | (23 | ) | |||||||||||||||||||||||||||
Preferred dividend |
- | (59 | ) | - | - | - | (59 | ) | - | (59 | ) | |||||||||||||||||||||||||||
Coupons on perpetual securities |
- | (172 | ) | - | - | - | (172 | ) | - | (172 | ) | |||||||||||||||||||||||||||
Cost of issuance of non-cumulative subordinated notes (net of tax) |
- | (10 | ) | - | - | - | (10 | ) | - | (10 | ) | |||||||||||||||||||||||||||
Share options and share-based incentive plans |
- | - | - | - | 27 | 27 | - | 27 | ||||||||||||||||||||||||||||||
Other |
||||||||||||||||||||||||||||||||||||||
At December 31, 2012 |
30, 31, 32 | 9,099 | 10,504 | 6,082 | (1,055 | ) | 5,018 | 29,648 | 13 | 29,661 |
1 | Issued capital and reserves attributable to equity holders of Aegon N.V. |
136 | Consolidated financial statements of Aegon N.V. |
Consolidated statement of changes in equity of Aegon N.V.
For the year ended December 31, 2011
Amounts in EUR million | Note | |
Share capital |
|
|
Retained earnings |
|
|
Revaluation reserves |
|
|
Other reserves |
|
|
Convertible core capital securities |
|
|
Other equity instruments |
|
|
Issued capital and reserves1 |
|
|
Non-controlling interests |
|
Total | ||||||||||||||
At January 1, 2011 |
8,184 | 9,529 | 958 | (1,343) | 1,500 | 4,704 | 23,532 | 11 | 23,543 | |||||||||||||||||||||||||||||||
Net income / (loss) recognized in the income statement |
- | 869 | - | - | - | - | 869 | 3 | 872 | |||||||||||||||||||||||||||||||
Other comprehensive income: |
||||||||||||||||||||||||||||||||||||||||
Gains / (losses) on revaluation of available-for-sale investments |
- | - | 3,113 | - | - | - | 3,113 | - | 3,113 | |||||||||||||||||||||||||||||||
(Gains) / losses transferred to income statement on disposal and impairment of available for-sale-investments |
- | - | (513 | ) | - | - | - | (513 | ) | - | (513 | ) | ||||||||||||||||||||||||||||
Changes in revaluation reserve real estate held for own use |
- | - | 3 | - | - | - | 3 | - | 3 | |||||||||||||||||||||||||||||||
Changes in cash flow hedging reserve |
- | - | 1,058 | - | - | - | 1,058 | - | 1,058 | |||||||||||||||||||||||||||||||
Movements in foreign currency translation and net foreign investment hedging reserves |
- | - | - | 409 | - | - | 409 | - | 409 | |||||||||||||||||||||||||||||||
Equity movements of associates |
- | - | - | (18 | ) | - | - | (18 | ) | - | (18 | ) | ||||||||||||||||||||||||||||
Aggregate tax effect of items recognized in other comprehensive income / (loss) |
- | - | (1,155 | ) | (12 | ) | - | - | (1,167 | ) | - | (1,167 | ) | |||||||||||||||||||||||||||
Other |
- | 4 | - | - | - | - | 4 | - | 4 | |||||||||||||||||||||||||||||||
Total other comprehensive income / (Loss)
|
|
-
|
|
|
4
|
|
|
2,506
|
|
|
379
|
|
|
-
|
|
|
-
|
|
|
2,889
|
|
|
-
|
|
|
2,889
|
| |||||||||||||
Total comprehensive income / (loss) for 2011 | - | 873 | 2,506 | 379 | - | - | 3,758 | 3 | 3,761 | |||||||||||||||||||||||||||||||
Shares issued |
913 | - | - | - | - | - | 913 | - | 913 | |||||||||||||||||||||||||||||||
Repurchase of convertible core capital securities |
- | - | - | - | (1,500 | ) | - | (1,500 | ) | - | (1,500 | ) | ||||||||||||||||||||||||||||
Preferred dividend |
- | (59 | ) | - | - | - | - | (59 | ) | - | (59 | ) | ||||||||||||||||||||||||||||
Coupons on perpetual securities |
- | (177 | ) | - | - | - | - | (177 | ) | - | (177 | ) | ||||||||||||||||||||||||||||
Coupons and premiums on convertible core capital securities |
- | (750 | ) | - | - | - | - | (750 | ) | - | (750 | ) | ||||||||||||||||||||||||||||
Share options and share-based incentive plans |
- | - | - | - | - | 16 | 16 | - | 16 | |||||||||||||||||||||||||||||||
Other | - | (13 | ) | - | - | - | - | (13 | ) | - | (13 | ) | ||||||||||||||||||||||||||||
At December 31, 2011 | 30, 31, 32 | 9,097 | 9,403 | 3,464 | (964 | ) | - | 4,720 | 25,720 | 14 | 25,734 |
1 | Issued capital and reserves attributable to equity holders of Aegon N.V. |
Annual Report on Form 20-F 2012 | 137 |
Consolidated statement of changes in equity of Aegon N.V.
For the year ended December 31, 2010
Amounts in EUR million | Note | Share capital |
Retained earnings |
Revaluation reserves |
Other reserves |
Convertible core capital securities |
Other equity instruments |
Issued capital and reserves 1 |
Non-controlling interests |
Total | ||||||||||||||||||||||||||||||
At January 1, 2010 | 8,184 | 8,103 | (1,709 | ) | (2,304 | ) | 2,000 | 4,709 | 18,983 | 10 | 18,993 | |||||||||||||||||||||||||||||
Net income / (loss) recognized in the income statement |
- | 1,759 | - | - | - | - | 1,759 | 1 | 1,760 | |||||||||||||||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
Gains / (losses) on revaluation of available-for-sale investments |
- | - | 3,873 | - | - | - | 3,873 | - | 3,873 | |||||||||||||||||||||||||||||||
(Gains) / losses transferred to income statement on disposal and impairment of available for-sale-investments |
- | - | (203 | ) | - | - | - | (203 | ) | - | (203 | ) | ||||||||||||||||||||||||||||
Changes in revaluation reserve real estate held for own use |
- | - | 4 | - | - | - | 4 | - | 4 | |||||||||||||||||||||||||||||||
Changes in cash flow hedging reserve |
- | - | 373 | - | - | - | 373 | - | 373 | |||||||||||||||||||||||||||||||
Movements in foreign currency translation and net foreign investment hedging reserves |
- | - | - | 1,054 | - | - | 1,054 | - | 1,054 | |||||||||||||||||||||||||||||||
Equity movements of associates |
- | - | - | (25 | ) | - | - | (25 | ) | - | (25 | ) | ||||||||||||||||||||||||||||
Disposal of group assets |
- | - | (22 | ) | - | - | - | (22 | ) | - | (22 | ) | ||||||||||||||||||||||||||||
Aggregate tax effect of items recognized in other comprehensive income / (loss) |
- | - | (1,358 | ) | (51 | ) | - | - | (1,409 | ) | - | (1,409 | ) | |||||||||||||||||||||||||||
Other | - | 7 | | (17 | ) | - | - | (10 | ) | - | (10 | ) | ||||||||||||||||||||||||||||
Total other comprehensive income / (loss)
|
|
-
|
|
|
7
|
|
|
2,667
|
|
|
961
|
|
|
-
|
|
|
-
|
|
|
3,635
|
|
|
-
|
|
|
3,635
|
| |||||||||||||
Total comprehensive income / (loss) for 2011 | - | 1,766 | 2,667 | 961 | - | - | 5,394 | 1 | 5,395 | |||||||||||||||||||||||||||||||
Repurchase of convertible core capital securities
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(500
|
)
|
|
-
|
|
|
(500
|
)
|
|
-
|
|
|
(500
|
)
| |||||||||||||
Preferred dividend |
- | (90 | ) | - | - | - | - | (90 | ) | - | (90 | ) | ||||||||||||||||||||||||||||
Coupons on perpetual securities |
- | (187 | ) | - | - | - | - | (187 | ) | - | (187 | ) | ||||||||||||||||||||||||||||
Coupons and premium on convertible core capital securities |
- | (63 | ) | - | - | - | - | (63 | ) | - | (63 | ) | ||||||||||||||||||||||||||||
Share options and share-based incentive plans |
- | - | - | - | - | (5 | ) | (5 | ) | - | (5 | ) | ||||||||||||||||||||||||||||
At December 31, 2010 | 30, 31, 32 | 8,184 | 9,529 | 958 | (1,343 | ) | 1,500 | 4,704 | 23,532 | 11 | 23,543 |
1 | Issued capital and reserves attributable to equity holders of Aegon N.V. |
138 | Consolidated financial statements of Aegon N.V. |
Consolidated cash flow statement of Aegon N.V.
For the year ended December 31
Amounts in EUR million | Note | 2012 | 2011 | 2010 | ||||||||||||
Income / (loss) before tax |
1,852 | 916 | 1,914 | |||||||||||||
Results from financial transactions |
(12,903 | ) | 187 | (15,662 | ) | |||||||||||
Amortization and depreciation |
1,439 | 1,651 | 1,590 | |||||||||||||
Impairment losses |
206 | 483 | 701 | |||||||||||||
Income from associates |
(26 | ) | (29 | ) | (41 | ) | ||||||||||
Release of cash flow hedging reserve |
(62 | ) | (18 | ) | (8 | ) | ||||||||||
Other |
(139 | ) | (138 | ) | (5 | ) | ||||||||||
Adjustments of non-cash items |
(11,485 | ) | 2,136 | (13,425 | ) | |||||||||||
Insurance and investment liabilities |
(3,224 | ) | (4,940 | ) | (4,274 | ) | ||||||||||
Insurance and investment liabilities for account of policyholders |
11,042 | (154 | ) | 14,274 | ||||||||||||
Accrued expenses and other liabilities |
536 | (421 | ) | 502 | ||||||||||||
Accrued income and prepayments |
(1,743 | ) | (1,460 | ) | (2,299 | ) | ||||||||||
Changes in accruals |
6,611 | (6,975 | ) | 8,203 | ||||||||||||
Purchase of investments (other than money market investments) |
(32,464 | ) | (29,612 | ) | (42,691 | ) | ||||||||||
Purchase of derivatives |
(1,528 | ) | (1,350 | ) | (940 | ) | ||||||||||
Disposal of investments (other than money market investments) |
34,050 | 34,924 | 45,446 | |||||||||||||
Disposal of derivatives |
507 | 1,599 | 1,452 | |||||||||||||
Net purchase of investments for account of policyholders |
960 | (1,577 | ) | (1,522 | ) | |||||||||||
Net change in cash collateral |
(179 | ) | 2,180 | 3,003 | ||||||||||||
Net purchase of money market investments |
552 | 445 | 39 | |||||||||||||
Cash flow movements on operating items not reflected in income |
1,898 | 6,609 | 4,787 | |||||||||||||
Tax paid |
105 | (375 | ) | (274 | ) | |||||||||||
Other |
53 | (45 | ) | 58 | ||||||||||||
Net cash flows from operating activities |
(966 | ) | 2,266 | 1,263 | ||||||||||||
Purchase of individual intangible assets (other than VOBA and future servicing rights) |
(38 | ) | (18 | ) | (20 | ) | ||||||||||
Purchase of equipment and real estate for own use |
(65 | ) | (72 | ) | (116 | ) | ||||||||||
Acquisition of subsidiaries and associates, net of cash |
(126 | ) | (99 | ) | (31 | ) | ||||||||||
Disposal of intangible asset |
1 | 1 | 2 | |||||||||||||
Disposal of equipment |
10 | 18 | 33 | |||||||||||||
Disposal of subsidiaries and associates, net of cash |
286 | 823 | (158 | ) | ||||||||||||
Dividend received from associates |
2 | 3 | 14 | |||||||||||||
Other |
1 | (3 | ) | (2 | ) | |||||||||||
Net cash flows from investing activities |
71 | 653 | (278 | ) | ||||||||||||
Issuance of share capital |
2 | 913 | - | |||||||||||||
Issuance of non-cumulative subordinated notes |
271 | - | - | |||||||||||||
Proceeds from TRUPS 1), subordinated loans and borrowings |
6,693 | 5,627 | 7,551 | |||||||||||||
Repurchase of convertible core capital securities |
- | (1,500 | ) | (500 | ) | |||||||||||
Repayment of TRUPS 1), subordinated loans and borrowings |
(3,886 | ) | (4,342 | ) | (6,577 | ) | ||||||||||
Dividends paid |
(207 | ) | (59 | ) | (90 | ) | ||||||||||
Coupons and premium on convertible core capital securities |
- | (750 | ) | (63 | ) | |||||||||||
Coupons on perpetual securities |
(230 | ) | (237 | ) | (251 | ) | ||||||||||
Coupons on non-cumulative subordinated notes |
(30 | ) | - | - | ||||||||||||
Other |
(11 | ) | (26 | ) | 49 | |||||||||||
Net cash flows from financing activities
|
2,602 | (374 | ) | 119 | ||||||||||||
Net increase / (decrease) in cash and cash equivalents 2) |
1,707 | 2,545 | 1,104 | |||||||||||||
Net cash and cash equivalents at the beginning of the year |
7,826 | 5,174 | 4,013 | |||||||||||||
Effects of changes in exchange rate |
27 | 107 | 57 | |||||||||||||
Net cash and cash equivalents at the end of the year |
29 | 9,560 | 7,826 | 5,174 |
1 | Trust pass-through securities. |
2 | Included in net increase / (decrease) in cash and cash equivalents are interest received (2012: EUR 7,345, 2011: EUR 7,407 million and 2010: EUR 8,167 million) dividends received (2012: EUR 1,005 million, 2011: EUR 760 million and 2010: EUR 635 million) and interest paid (2012: EUR 432 million, 2011: EUR 273 million and 2010: EUR 380 million) |
The cash flow statement is prepared according to the indirect method.
Annual Report on Form 20-F 2012 | 139 |
Exchange rates at December 31, 2012
EUR | USD | GBP | CAD | PLN | CNY | RON | HUF | CZK | ||||||||||||||||||||||||||||||||
1 | EUR | - | 1.3184 | 0.8111 | 1.3127 | 4.0803 | 8.2140 | 4.4455 | 291.2151 | 25.0956 | ||||||||||||||||||||||||||||||
1 | USD | 0.758 | - | 0.615 | 0.996 | 3.095 | 6.230 | 3.372 | 220.885 | 19.035 | ||||||||||||||||||||||||||||||
1 | GBP | 1.233 | 1.625 | - | 1.618 | 5.031 | 10.127 | 5.481 | 359.037 | 30.940 | ||||||||||||||||||||||||||||||
1 | CAD | 0.762 | 1.004 | 0.618 | - | 3.108 | 6.257 | 3.387 | 221.844 | 19.118 | ||||||||||||||||||||||||||||||
1 | PLN | 0.245 | 0.323 | 0.199 | 0.322 | - | 2.013 | 1.090 | 71.371 | 6.150 | ||||||||||||||||||||||||||||||
1 | CNY | 0.122 | 0.161 | 0.099 | 0.160 | 0.497 | - | 0.541 | 35.454 | 3.055 | ||||||||||||||||||||||||||||||
1 | RON | 0.225 | 0.297 | 0.182 | 0.295 | 0.918 | 1.848 | - | 65.508 | 5.645 | ||||||||||||||||||||||||||||||
100 | HUF | 0.343 | 0.453 | 0.279 | 0.451 | 1.401 | 2.821 | 1.527 | - | 8.618 | ||||||||||||||||||||||||||||||
100 | CZK | 3.985 | 5.254 | 3.232 | 5.231 | 16.259 | 32.731 | 17.714 | 1,160.423 | - |
Exchange rates at December 31, 2011
EUR | USD | GBP | CAD | PLN | CNY | RON | HUF | CZK | ||||||||||||||||||||||||||||||||
1 | EUR | - | 1.2982 | 0.8353 | 1.3218 | 4.4578 | 8.1700 | 4.3255 | 314.7625 | 25.5026 | ||||||||||||||||||||||||||||||
1 | USD | 0.770 | - | 0.643 | 1.018 | 3.434 | 6.293 | 3.332 | 242.461 | 19.645 | ||||||||||||||||||||||||||||||
1 | GBP | 1.197 | 1.554 | - | 1.582 | 5.337 | 9.781 | 5.178 | 376.826 | 30.531 | ||||||||||||||||||||||||||||||
1 | CAD | 0.757 | 0.982 | 0.632 | - | 3.373 | 6.181 | 3.272 | 238.132 | 19.294 | ||||||||||||||||||||||||||||||
1 | PLN | 0.224 | 0.291 | 0.187 | 0.297 | - | 1.833 | 0.970 | 70.609 | 5.721 | ||||||||||||||||||||||||||||||
1 | CNY | 0.122 | 0.159 | 0.102 | 0.162 | 0.546 | - | 0.529 | 38.527 | 3.121 | ||||||||||||||||||||||||||||||
1 | RON | 0.231 | 0.300 | 0.193 | 0.306 | 1.031 | 1.889 | - | 72.769 | 5.896 | ||||||||||||||||||||||||||||||
100 | HUF | 0.318 | 0.412 | 0.265 | 0.420 | 1.416 | 2.596 | 1.374 | - | 8.102 | ||||||||||||||||||||||||||||||
100 | CZK | 3.921 | 5.090 | 3.275 | 5.183 | 17.480 | 32.036 | 16.961 | 1,234.237 | - |
140 | Consolidated financial statements of Aegon N.V. Exchange rates |
Weighted average exchange rates 2012
EUR | USD | GBP | CAD | PLN | CNY | RON | HUF | CZK | ||||||||||||||||||||||||||||||||
1 | EUR | - | 1.2849 | 0.8103 | 1.2839 | 4.1809 | 8.1377 | 4.4548 | 288.8606 | 25.1140 | ||||||||||||||||||||||||||||||
1 | USD | 0.778 | - | 0.631 | 0.999 | 3.254 | 6.333 | 3.467 | 224.812 | 19.545 | ||||||||||||||||||||||||||||||
1 | GBP | 1.234 | 1.586 | - | 1.584 | 5.160 | 10.043 | 5.498 | 356.486 | 30.993 | ||||||||||||||||||||||||||||||
1 | CAD | 0.779 | 1.001 | 0.631 | - | 3.256 | 6.338 | 3.470 | 224.987 | 19.561 | ||||||||||||||||||||||||||||||
1 | PLN | 0.239 | 0.307 | 0.194 | 0.307 | - | 1.946 | 1.066 | 69.091 | 6.007 | ||||||||||||||||||||||||||||||
1 | CNY | 0.123 | 0.158 | 0.100 | 0.158 | 0.514 | - | 0.547 | 35.497 | 3.086 | ||||||||||||||||||||||||||||||
1 | RON | 0.224 | 0.288 | 0.182 | 0.288 | 0.939 | 1.827 | - | 64.843 | 5.638 | ||||||||||||||||||||||||||||||
100 | HUF | 0.346 | 0.445 | 0.281 | 0.444 | 1.447 | 2.817 | 1.542 | - | 8.694 | ||||||||||||||||||||||||||||||
100 | CZK | 3.982 | 5.116 | 3.226 | 5.112 | 16.648 | 32.403 | 17.738 | 1,150.197 | - |
Weighted average exchange rates 2011
EUR | USD | GBP | CAD | PLN | CNY | RON | HUF | CZK | ||||||||||||||||||||||||||||||||
1 | EUR | - | 1.3909 | 0.8667 | 1.3744 | 4.1154 | 9.0576 | 4.2353 | 278.9417 | 24.5636 | ||||||||||||||||||||||||||||||
1 | USD | 0.719 | - | 0.623 | 0.988 | 2.959 | 6.512 | 3.045 | 200.548 | 17.660 | ||||||||||||||||||||||||||||||
1 | GBP | 1.154 | 1.605 | - | 1.586 | 4.748 | 10.451 | 4.887 | 321.843 | 28.342 | ||||||||||||||||||||||||||||||
1 | CAD | 0.728 | 1.012 | 0.631 | - | 2.994 | 6.590 | 3.082 | 202.955 | 17.872 | ||||||||||||||||||||||||||||||
1 | PLN | 0.243 | 0.338 | 0.211 | 0.334 | - | 2.201 | 1.029 | 67.780 | 5.969 | ||||||||||||||||||||||||||||||
1 | CNY | 0.110 | 0.154 | 0.096 | 0.152 | 0.454 | - | 0.468 | 30.796 | 2.712 | ||||||||||||||||||||||||||||||
1 | RON | 0.236 | 0.328 | 0.205 | 0.325 | 0.972 | 2.139 | - | 65.861 | 5.800 | ||||||||||||||||||||||||||||||
100 | HUF | 0.358 | 0.499 | 0.311 | 0.493 | 1.475 | 3.247 | 1.518 | - | 8.806 | ||||||||||||||||||||||||||||||
100 | CZK | 4.071 | 5.662 | 3.528 | 5.595 | 16.754 | 36.874 | 17.242 | 1,135.590 | - |
Weighted average exchange rates 2010
EUR | USD | GBP | CAD | PLN | CNY | RON | HUF | CZK | ||||||||||||||||||||||||||||||||
1 | EUR | - | 1.3210 | 0.8544 | 1.3599 | 3.9771 | 8.9699 | 4.1917 | 273.9494 | 25.1205 | ||||||||||||||||||||||||||||||
1 | USD | 0.757 | - | 0.647 | 1.029 | 3.011 | 6.790 | 3.173 | 207.380 | 19.016 | ||||||||||||||||||||||||||||||
1 | GBP | 1.170 | 1.546 | - | 1.592 | 4.655 | 10.498 | 4.906 | 320.634 | 29.401 | ||||||||||||||||||||||||||||||
1 | CAD | 0.735 | 0.971 | 0.628 | - | 2.925 | 6.596 | 3.082 | 201.448 | 18.472 | ||||||||||||||||||||||||||||||
1 | PLN | 0.251 | 0.332 | 0.215 | 0.342 | - | 2.255 | 1.054 | 68.882 | 6.316 | ||||||||||||||||||||||||||||||
1 | CNY | 0.111 | 0.147 | 0.095 | 0.152 | 0.443 | - | 0.467 | 30.541 | 2.801 | ||||||||||||||||||||||||||||||
1 | RON | 0.239 | 0.315 | 0.204 | 0.324 | 0.949 | 2.140 | - | 65.355 | 5.993 | ||||||||||||||||||||||||||||||
100 | HUF | 0.365 | 0.482 | 0.312 | 0.496 | 1.452 | 3.274 | 1.530 | - | 9.170 | ||||||||||||||||||||||||||||||
100 | CZK | 3.981 | 5.259 | 3.401 | 5.414 | 15.832 | 35.707 | 16.686 | 1,090.541 | - |
Annual Report on Form 20-F 2012 | 141 |
Notes to the consolidated financial statements
Aegon N.V., incorporated and domiciled in the Netherlands, is a public limited liability company organized under Dutch law and recorded in the Commercial Register of The Hague under its registered address at Aegonplein 50, 2591 TV, The Hague, the Netherlands. Aegon N.V. serves as the holding company for the Aegon Group and has listings of its common shares in Amsterdam and New York.
Aegon N.V. (or the company), its subsidiaries and its proportionally consolidated joint ventures (Aegon or the Group) have life insurance and pensions operations in over twenty countries in the Americas, Europe and Asia and are also active in savings and asset management operations, accident and health insurance, general insurance and to a limit extent banking operations. Headquarters are located in The Hague, the Netherlands. The Group employs approximately 24,500 people worldwide (2011: 25,000).
2 Summary of significant accounting policies
2.1 Basis of presentation
Aegon prepares its consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS) and with Part 9 of Book 2 of the Netherlands Civil Code for purposes of reporting with the U.S. Securities and Exchange Commission (SEC), including financial information contained in this Annual Report on Form 20-F. Aegons accounting policies and its use of various options under IFRS are described in note 2 to the consolidated financial statements.
The consolidated financial statements have been prepared in accordance with the historical cost convention as modified by the revaluation of investment properties and those financial instruments (including derivatives) and financial liabilities that have been measured at fair value. Information on the standards and interpretations that were adopted in 2012 is provided below in paragraph 2.1.1. Certain amounts in prior years have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income, shareholders equity or earnings per share. The consolidated financial statements are presented in euro and all values are rounded to the nearest million except when otherwise indicated.
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Those estimates are inherently subject to change and actual results could differ from those estimates. Included among the material (or potentially material) reported amounts and disclosures that require extensive use of estimates are: fair value of certain invested assets and derivatives, deferred acquisition costs, value of business acquired and other purchased intangible assets, goodwill, policyholder claims and benefits, insurance guarantees, pension plans, income taxes and the potential effects of resolving litigated matters.
The consolidated financial statements of Aegon N.V. were approved by the Executive Board and by the Supervisory Board on March 20, 2013. The financial statements are put to the annual General Meeting of Shareholders on May 15, 2013 for adoption. The shareholders meeting can decide not to adopt the financial statements but cannot amend them.
Other than for SEC reporting, Aegon prepares its Annual Accounts under International Financial Reporting Standards as adopted by the European Union, including the decisions Aegon made with regard to the options available under International Financial Reporting Standards as adopted by the EU (IFRS-EU). IFRS-EU differs from IFRS in respect of certain paragraphs in IAS 39 Financial Instruments: Recognition and Measurement regarding hedge accounting for portfolio hedges of interest rate risk. Under IFRS-EU, Aegon applies fair value hedge accounting for portfolio hedges of interest rate risk (fair value macro hedges) in accordance with the EU carve out version of IAS 39. Under IFRS, hedge accounting for fair value macro hedges cannot be applied to mortgage loans and ineffectiveness arises whenever the revised estimate of the amount of cash flows in scheduled time buckets is either more or less than the original designated amount of that bucket.
142 | Notes to the consolidated financial statements of Aegon N.V. Note 2 |
A reconciliation between IFRS and IFRS-EU is included in the table below.
Shareholders equity | Net income | |||||||||||||||||||||||||||||||||
2012 | 2011 | 2010 | 2012 | 2011 | 2010 | |||||||||||||||||||||||||||||
In accordance with IFRS | 24,630 | 21,000 | 17,328 | 1,532 | 872 | 1,760 | ||||||||||||||||||||||||||||
Adjustment of EU IAS 39 carve out |
52 | - | - | 52 | - | - | ||||||||||||||||||||||||||||
Tax effect of the adjustment |
(13 | ) | - | - | (13 | ) | - | - | ||||||||||||||||||||||||||
Effect of the adjustment after tax | 39 | - | - | 39 | - | - | ||||||||||||||||||||||||||||
In accordance with IFRS-EU | 24,669 | 21,000 | 17,328 | 1,571 | 872 | 1,760 |
2.1.1 Adoption of new IFRS accounting standards
New standards become effective on the date specified by IFRS, but may allow companies to opt for an earlier adoption date. In 2012, the following new standard issued by the IASB became mandatory:
¿ | IFRS 7 Financial Instruments: Disclosures - Transfers of Financial Assets. |
IFRS 7 Financial Instruments: Disclosures - Transfers of Financial Assets
The amendments to IFRS 7 are effective for annual periods beginning on or after July 1, 2011 and require the disclosure of transfers of financial assets including the possible effects of any risks that may remain with the entity that transferred the assets. The amendments also require additional disclosures if a disproportionate amount of transfer transactions are undertaken around the end of a reporting period. Aegon has included these new disclosures in note 50.
In addition, the following new standards, amendments to existing standards and interpretations are mandatory for the first time for the financial year beginning January 1, 2012 but are not currently relevant or do not have impact for the Group:
¿ | IAS 12 Income Taxes - Recovery of Tax Assets; |
¿ | IFRS 1 First Time Adoption - Severe Hyperinflation and Removal of Fixed Dates for First Time Adopters. |
2.1.2 Future adoption of new IFRS accounting standards
The following standards, amendments to existing standards and interpretations, published prior to January 1, 2013, were not early adopted by the Group, but will be applied in future years:
¿ | IFRS 7 Financial Instruments: Disclosures Offsetting Financial Assets and Financial Liabilities; |
¿ | IFRS 9 Financial Instruments; |
¿ | IFRS 10 Consolidated Financial Statements; |
¿ | IFRS 11 Joint Arrangements; |
¿ | IFRS 12 Disclosure of Interests in Other Entities; |
¿ | IFRS 13 Fair Value Measurement; |
¿ | IAS 1 Financial Statement Presentation Presentation of Items of Other Comprehensive Income; |
¿ | IAS 19 Employee Benefits; |
¿ | IAS 27 Separate Financial Statements; |
¿ | IAS 28 Investments in Associates and Joint Ventures; |
¿ | IAS 32 Financial Instruments: Presentation Offsetting Financial Assets and Financial Liabilities; |
¿ | Annual improvements 2009-2011 Cycle. |
IFRS 7 Financial Instruments: Disclosures - Offsetting Financial Assets and Financial Liabilities
The amendments to IFRS 7 are effective for annual periods beginning on or after January 1, 2013. The amendments enable users of the financial statements to evaluate the effect or potential effect of netting arrangements, including rights of set-off associated with the entitys recognized financial assets and recognized financial liabilities, on the entitys financial position. The amendment affects disclosure only and has therefore no impact on Aegons financial position or performance.
IFRS 9 Financial Instruments
IFRS 9 Financial Instruments: Classification and Measurement is part of the project to replace IAS 39 with a new standard. The project is divided into multiple components, classification and measurement of financial instruments, impairment and hedge accounting. IFRS 9 is available for early adoption immediately but mandatory for accounting periods beginning on or after January 1, 2015. The IASB decided to reopen IFRS 9 in order to consider interaction with the insurance project as well as the US FASBs classification and measurement model for financial instruments. IFRS 9 is expected to have a significant impact on the Groups financial statements
Annual Report on Form 20-F 2012 | 143 |
because it will likely result in a reclassification and re-measurement of Aegons financial assets. However, the full impact of IFRS 9 will only be clear after the remaining stages of the IASBs project on IFRS 9 are completed and issued.
IFRS 10 Consolidated Financial Statements
The standard applies to financial years beginning on or after January 1, 2013, and identifies the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. In addition, the IASB has issued amendments to IFRS 10 on transition guidance and investment entities which are currently not yet endorsed. Aegon expects the impact of the standard on its comparative numbers at the date of adoption to be EUR 125 million (post tax) negative on shareholders equity and EUR 30 million (post tax) negative on net income.
IFRS 11 Joint Arrangements
The standard applies to financial years beginning on or after January 1, 2013, and provides a definition of joint arrangements by focusing on the rights and obligations of the arrangement rather than its legal form. The standard requires a single method to account for interests in jointly controlled entities. Aegon has assessed the impact of this standard and concludes that all joint arrangements within the Group are joint ventures. As of January 1, 2013 the accounting treatment for joint ventures will therefore change from proportionate consolidation to equity accounting. This change does not have impact on Aegons financial position or performance.
IFRS 12 Disclosure of Interests in Other Entities
The standard applies to financial years beginning on or after January 1, 2013, and provides disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, structured entities and other off balance sheet vehicles. This standard affects disclosure only and has therefore no impact on Aegons financial position or performance.
IFRS 13 Fair Value Measurement
The standard applies to financial years beginning on or after January 1, 2013, and provides a definition of fair value and a single source of fair value measurement, and disclosure requirements for use across IFRSs. Aegon expects the impact of IFRS 13 on the Groups financial position or performance to be insignificant. In addition, IFRS 13 requires more disclosures on Level III investments.
IAS 1 Financial Statement Presentation - Presentation of Items of Other Comprehensive Income
The amendments apply to financial years beginning on or after July 1, 2012. The amendments require the grouping together of items within other comprehensive income that may be reclassified to the profit or loss section of the income statement. The amendments also reaffirm existing requirements that items in other comprehensive income and profit or loss should be presented as either a single statement or two consecutive statements. The amendment affects presentation only and has therefore no impact on Aegons financial position or performance.
IAS 19 Employee Benefits
The amended standard applies to financial years beginning on, or after, January 1, 2013. The amendments eliminate the option to defer the recognition of actuarial gains and losses, known as the corridor method. The amendments streamline the presentation of changes in assets and liabilities arising from defined benefit plans, including requiring actuarial gains and losses to be presented in other comprehensive income. The revised standard also requires the expected return on plan assets to be replaced by the discount rate used to determine the defined benefit liability. The discount rate shall be determined by reference to market yields at the end of the reporting period on high quality corporate bonds. And, furthermore, the revised standard enhances the disclosure requirements for defined benefit plans, providing information about the characteristics of defined benefit plans and the risks that entities are exposed to through participation in those plans.
As per December 31, 2012, Aegon estimates the adverse impact on other comprehensive income of removing the corridor at the date of adoption to be approximately EUR 1.1 billion (post tax), consisting of the unrecognized actuarial gains and losses as per that date. Aegon estimates the positive impact on net income of its comparative numbers at the date of adoption to be approximately EUR 0.1 billion (post tax). The impact is a consequence of removing the amortization of actuarial gains and losses outside the corridor partially offset by replacing the expected return on plan assets by the discount rate used to determine the defined benefit liability.
The impact on other comprehensive income and net income is expected to have an adverse impact on Aegons Insurance Group Directive (IGD) ratio of approximately 15 percentage points at the date of adoption.
144 | Notes to the consolidated financial statements of Aegon N.V. Note 2 |
IAS 27 Separate Financial Statements (as revised in 2011)
As a consequence of the new IFRS 10 and IFRS 12, what remains of IAS 27 is limited to accounting for subsidiaries, jointly controlled entities, and associates in separate financial statements. The amendment becomes effective for annual periods beginning on or after January 1, 2013. As this amendment does not change the presentation of the separate financial statements, Aegon does not expect any impact on the financial position or performance of the company.
IAS 28 Investments in Associates and Joint Ventures (as revised in 2011)
As a consequence of the new IFRS 11 and IFRS 12, IAS 28 has been renamed IAS 28 Investments in Associates and Joint Ventures, and describes the application of the equity method to investments in joint ventures in addition to associates. The amendment becomes effective for annual periods beginning on or after January 1, 2013. Aegon expects the impact of IAS 28 on the Groups financial statements to be insignificant.
IAS 32 Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities
The amendments to IAS 32 Financial Instruments: Presentation, clarify the application of the offsetting requirements. The amendments are effective for annual periods beginning on or after January 1, 2014, with earlier application permitted. Aegon is currently assessing the impact of this standard.
Annual improvements 2009-2011 Cycle
The IASB issued, in May 2012, a number of minor amendments to five different standards and interpretations. These amendments, which are effective from January 1, 2013, deal with minor changes to the wordings used in the individual standards and seek to remove editorial and other inconsistencies in the literature. Aegon expects that the improvements project does not result in any changes to the classification, measurement or presentation of any items in the financial statements.
The following amendments to the existing standard and interpretation, published prior to January 1, 2013, were not early adopted by the Group as these amendments to existing standard and interpretation are not relevant for the Group:
¿ | IFRS 1 First Time Adoption - Government Loans; |
¿ | IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine. |
2.2 Changes in presentation
Segment reporting
As of 2012, Aegon has revised its segment reporting to reflect changes in its organization. Businesses in Asia, which were previously managed by Aegon Americas, are included in the Asia line of business within the New Markets segment. The change in operating segments had no impact on equity or net income. The comparative segment information presented in note 5 has been adjusted to make the information consistent with the current period figures. Refer to note 2.5 Segment reporting for details about this change.
2.3 Basis of consolidation
a. Subsidiaries
The consolidated financial statements include the financial statements of Aegon N.V. and its subsidiaries. Subsidiaries are entities over which Aegon has direct or indirect power to govern the financial and operating policies so as to obtain benefits from its activities (control). The assessment of control is based on the substance of the relationship between the Group and the entity and, among other things, considers existing and potential voting rights that are currently exercisable and convertible.
Special purpose entities are consolidated if, in substance, the activities of the entity are conducted on behalf of the Group, the Group has the decision-power to obtain control of the entity or has delegated these powers through an autopilot, the Group can obtain the majority of the entitys benefits or the Group retains the majority of the residual risks related to the entity or its assets.
The subsidiarys assets, liabilities and contingent liabilities are measured at fair value on the acquisition date and are subsequently accounted for in accordance with the Groups accounting principles, which is consistent with IFRS. Intra-group transactions, including Aegon N.V. shares held by subsidiaries, which are recognized as treasury shares in equity, are eliminated. Intra-group losses are eliminated, except to the extent that the underlying asset is impaired. Non-controlling interests are initially stated at their share in the fair value of the net assets on the acquisition date and subsequently adjusted for the non-controlling share in changes in the subsidiarys equity.
The excess of the consideration paid to acquire the interest and the fair value of any interest already owned, over the Groups share in the net fair value of assets, liabilities and contingent liabilities acquired is recognized as goodwill. Negative goodwill is recognized
Annual Report on Form 20-F 2012 | 145 |
directly in the income statement. If the fair value of the assets, liabilities and contingent liabilities acquired in the business combination has been determined provisionally, adjustments to these values resulting from the emergence of new evidence within twelve months after the acquisition date are made against goodwill. Contingent consideration is discounted and the unwinding is recognized in the income statement as an interest expense. Any changes in the estimated value of contingent consideration given in a business combination prior to the adoption of IFRS 3 (as revised in 2008) are recognized in goodwill. Any changes in the estimated value of contingent consideration given in a business combination after the adoption of IFRS 3 (as revised in 2008) are recognized in the income statement.
The identifiable assets, liabilities and contingent liabilities are stated at fair value when control is obtained.
Subsidiaries are deconsolidated when control ceases to exist. Any difference between the net proceeds plus the fair value of any retained interest and the carrying amount of the subsidiary including non-controlling interests is recognized in the income statement.
Transactions with non-controlling interests
Transactions with non-controlling interests are accounted for as transactions with equity holders. Therefore disposals to non-controlling interests and acquisitions from non-controlling interests, not resulting in gaining or losing control of the subsidiary are recorded in other comprehensive income. Any difference between consideration paid or received and the proportionate share in net assets is accounted for in equity attributable to shareholders of Aegon N.V.
Investment funds
Investment funds managed by the Group in which the Group holds an interest are consolidated in the financial statements if the Group can govern the financial and operating policies of the fund. In assessing control all interests held by the Group in the fund are considered, regardless of whether the financial risk related to the investment is borne by the Group or by the policyholders.
On consolidation of an investment fund, a liability is recognized to the extent that the Group is legally obliged to buy back participations held by third parties. The liability is presented in the consolidated financial statements as investment contracts for account of policyholders. Where this is not the case, other participations held by third parties are presented as non-controlling interests in equity. The assets allocated to participations held by third parties or by the Group on behalf of policyholders are presented in the consolidated financial statements as investments for account of policyholders.
Equity instruments issued by the Group that are held by the investment funds are eliminated on consolidation. However, the elimination is reflected in equity and not in the measurement of the related financial liabilities towards policyholders or other third parties.
b. Jointly controlled entities
Joint ventures are contractual agreements whereby the Group undertakes with other parties an economic activity that is subject to joint control.
Interests in joint ventures are recognized using proportionate consolidation, combining items on a line by line basis from the date the jointly controlled interest commences. Gains and losses on transactions between the Group and the joint venture are recognized to the extent that they are attributable to the interests of other ventures, with the exception of losses that are evidence of impairment and that are recognized immediately. The use of proportionate consolidation is discontinued from the date on which the Group ceases to have joint control.
The acquisition of an interest in a joint venture may result in goodwill, which is accounted for consistently with the goodwill recognized on the purchase of a subsidiary.
2.4 Foreign exchange translation
a. Translation of foreign currency transactions
The Groups consolidated financial statements are presented in euros. Items included in the financial statements of individual group companies are recorded in their respective functional currency which is the currency of the primary economic environment in which each entity operates. Transactions in foreign currencies are initially recorded at the exchange rate prevailing at the date of the transaction.
At the balance sheet date, monetary assets and monetary liabilities in foreign currencies and own equity instruments in foreign currencies are translated to the functional currency at the closing rate of exchange prevailing on that date. Non-monetary items carried
146 | Notes to the consolidated financial statements of Aegon N.V. Note 2 |
at cost are translated using the exchange rate at the date of the transaction, whilst assets carried at fair value are translated at the exchange rate when the fair value was determined.
Exchange differences on monetary items are recognized in the income statement when they arise, except when they are deferred in other comprehensive income as a result of a qualifying cash flow or net investment hedge. Exchange differences on non-monetary items carried at fair value are recognized in other comprehensive income or the income statement, consistently with other gains and losses on these items.
b. Translation of foreign currency operations
On consolidation, the financial statements of group entities with a foreign functional currency are translated to euro, the currency in which the consolidated financial statements are presented. Assets and liabilities are translated at the closing rates on the balance sheet date. Income, expenses and capital transactions (such as dividends) are translated at average exchange rates or at the prevailing rates on the transaction date, if more appropriate. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are translated at the closing rates on the balance sheet date.
The resulting exchange differences are recognized in the foreign currency translation reserve, which is part of shareholders equity. On disposal of a foreign entity the related cumulative exchange differences included in the reserve are recognized in the income statement.
On transition to IFRS on January 1, 2004, the foreign currency translation reserve was reset to nil.
2.5 Segment reporting
Aegons operating segments are based on the businesses as presented in internal reports that are regularly reviewed by the Executive Board which is regarded as the chief operating decision maker. The operating segments are:
¿ | Aegon Americas: Covers business units in the United States, Canada, Mexico and Brazil, including any of the units activities located outside these countries. |
¿ | Aegon The Netherlands: Covers businesses operating in the Netherlands. |
¿ | Aegon United Kingdom: Covers businesses operating in the United Kingdom. |
¿ | New Markets: Covers businesses operating in Central & Eastern Europe, Asia, Spain and France as well as Aegons variable annuity activities in Europe and Aegon Asset Management. |
¿ | Holding and other activities: Includes financing, employee and other administrative expenses of Holding companies. |
The line item Run-off businesses, which includes earnings of certain business units where management has decided to exit the market and to run-off the existing block of business. This line item includes the earnings of the institutional spread-based business, structured settlements blocks of business, Bank-Owned and Corporate-Owned Life Insurance (BOLI/COLI) business and life reinsurance business in Aegon Americas. Aegon believes that excluding the earnings of these blocks of business enhances the comparability from period to period of Aegons key earnings measure, underlying earnings.
Earnings from the companys associates in insurance companies in Spain, India, Brazil and Mexico are reported on an underlying earnings basis.
As of 2012, Aegon has revised its financial reporting to reflect changes in its organization. Businesses in Asia, which were previously managed by Aegon Americas, are included in the Asia line of business within the New Markets segment. In previous years, the underlying earnings before tax generated by these Asian operations were previously reported under the Americas segment. The comparative figures, affecting the Aegon Americas and New Markets segment, regarding the underlying earnings have been revised as follows:
Annual Report on Form 20-F 2012 | 147 |
Reported | Reclassification | Revised | ||||||||||||||
For the year ended December 31, 2011 | Americas | New Markets | ||||||||||||||
Underlying earnings before tax geographically | 1,509 | (37 | ) | 37 | 1,509 | |||||||||||
Fair value items |
(416 | ) | 1 | (1 | ) | (416) | ||||||||||
Realized gains / (losses) on investments |
446 | (5 | ) | 5 | 446 | |||||||||||
Impairment charges |
(439 | ) | 3 | (3 | ) | (439) | ||||||||||
Impairment reversals |
55 | - | - | 55 | ||||||||||||
Other income / (charges) |
(267 | ) | - | - | (267) | |||||||||||
Run-off businesses |
28 | - | - | 28 | ||||||||||||
Income before tax | 916 | (38 | ) | 38 | 916 | |||||||||||
Income tax (expense) / benefit |
(44 | ) | 11 | (11 | ) | (44) | ||||||||||
Net income | 872 | (27 | ) | 27 | 872 | |||||||||||
Reported | Reclassification | Revised | ||||||||||||||
For the year ended December 31, 2010 | Americas | New Markets | ||||||||||||||
Underlying earnings before tax geographically | 1,824 | (45 | ) | 45 | 1,824 | |||||||||||
Fair value items |
221 | - | - | 221 | ||||||||||||
Realized gains / (losses) on investments |
656 | (4 | ) | 4 | 656 | |||||||||||
Impairment charges |
(542 | ) | 2 | (2 | ) | (542) | ||||||||||
Impairment reversals |
90 | - | - | 90 | ||||||||||||
Other income / (charges) |
(309 | ) | 1 | (1 | ) | (309) | ||||||||||
Run-off businesses |
26 | - | - | 26 | ||||||||||||
Income before tax | 1,914 | (46 | ) | 46 | 1,914 | |||||||||||
Income tax (expense) / benefit |
(154 | ) | 19 | (19 | ) | (154) | ||||||||||
Net income | 1,760 | (27 | ) | 27 | 1,760 |
Non-IFRS measures
This report includes the non-IFRS financial measures: underlying earnings before tax, income tax (including associated companies) and income before tax (including associated companies). The reconciliation of these measures to the most comparable IFRS measures is presented in the tables in note 5. These non-IFRS measures are calculated by consolidating on a proportionate basis the revenues and expenses of Aegons associated companies in Spain, India, Brazil and Mexico. Aegon believes that its non-IFRS measures provide meaningful information about the underlying operating results of Aegons business including insight into the financial measures that senior management uses in managing the business.
Aegons senior management is compensated based in part on Aegons results against targets using the non-IFRS measures presented here. While many other insurers in Aegons peer group present substantially similar non-IFRS measures, the non-IFRS measures presented in this document may nevertheless differ from the non-IFRS measures presented by other insurers. There is no standardized meaning to these measures under IFRS or any other recognized set of accounting standards and readers are cautioned to consider carefully the different ways in which Aegon and its peers present similar information before comparing them.
Aegon believes the non-IFRS measures shown herein, when read together with Aegons reported IFRS financial statements, provides meaningful supplemental information for the investing public to evaluate Aegons business after eliminating the impact of current IFRS accounting policies for financial instruments and insurance contracts, which embed a number of accounting policy alternatives that companies may select in presenting their results (i.e. companies can use different local GAAPs to measure the insurance contract liability) and that can make the comparability from period to period difficult.
Underlying earnings
Certain assets held by Aegon Americas, Aegon The Netherlands and Aegon UK are carried at fair value and managed on a total return basis, with no offsetting changes in the valuation of related liabilities. These include assets such as investments in hedge funds, private equities, real estate limited partnerships, convertible bonds and structured products. Underlying earnings exclude any over- or underperformance compared to managements long-term expected return on assets.
148 | Notes to the consolidated financial statements of Aegon N.V. Note 2 |
Based on current holdings and asset returns, the long-term expected return on an annual basis is 8-10%, depending on asset class, including cash income and market value changes. The expected earnings from these asset classes are net of deferred policy acquisition costs (DPAC) where applicable.
In addition, certain products offered by Aegon Americas contain guarantees and are reported on a fair value basis, including the segregated funds offered by Aegon Canada and the total return annuities and guarantees on variable annuities of Aegon USA. The earnings on these products are impacted by movements in equity markets and risk-free interest rates. Short-term developments in the financial markets may therefore cause volatility in earnings. Included in underlying earnings is a long-term expected return on these products and excluded is any over- or underperformance compared to managements expected return. The fair value movements of certain guarantees and the fair value change of derivatives that hedge certain risks on these guarantees of Aegon The Netherlands and Variable Annuities Europe (included in New Markets) are excluded from underlying earnings, and the long-term expected return for these guarantees is set at zero.
Holding and other activities include certain issued bonds that are held at fair value through profit or loss (FVTPL). The interest rate risk on these bonds is hedged using swaps. The fair value movement resulting from changes in Aegons credit spread used in the valuation of these bonds are excluded from underlying earnings and reported under fair value items.
Fair value items
Fair value items include the over- or underperformance of investments and guarantees held at fair value for which the expected long-term return is included in underlying earnings. Changes to these long-term return assumptions are also included in the fair value items.
In addition, hedge ineffectiveness on hedge transactions, fair value changes on economic hedges without natural offset in earnings and for which no hedge accounting is applied and fair value movements on real estate are included under fair value items.
Realized gains or losses on investments
Includes realized gains and losses on available-for-sale investments, mortgage loans and loan portfolios.
Impairment charges / reversals
Includes impairments and reversals on available-for-sale debt securities and impairments on shares including the effect of deferred policyholder acquisition costs, mortgage loans and loan portfolios on amortized cost and associates respectively.
Other income or charges
Other income or charges is used to report any items which cannot be directly allocated to a specific line of business. Also items that are outside the normal course of business are reported under this heading.
Other charges include restructuring charges that are considered other charges for segment reporting purposes because they are outside the normal course of business. In the consolidated income statement, these charges are included in operating expenses.
Run-off businesses
Includes underlying results of business units where management has decided to exit the market and to run off the existing block of business. Currently, this line includes the run-off of the institutional spread-based business, structured settlements blocks of business, Bank-Owned and Corporate-Owned Life Insurance (BOLI/COLI) business and life reinsurance business in the United States. Aegon has other blocks of business for which sales have been discontinued and of which the earnings are included in underlying earnings.
Share in earnings of associates
Earnings from Aegons associates in insurance companies in Spain, India, Brazil and Mexico are reported on an underlying earnings basis. Other associates are included on a net income basis.
2.6 Offsetting of assets and liabilities
Financial assets and liabilities are offset in the statement of financial position when the Group has a legally enforceable right to offset and has the intention to settle the asset and liability on a net basis or simultaneously.
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2.7 Intangible assets
a. Goodwill
Goodwill is recognized as an intangible asset for interests in subsidiaries and joint ventures acquired after January 1, 2004 and is measured as the positive difference between the acquisition cost and the Groups interest in the net fair value of the entitys identifiable assets, liabilities and contingent liabilities. Subsequently, goodwill is carried at cost less accumulated impairment charges. It is derecognized when the interest in the subsidiary or joint venture is disposed of.
b. Value of business acquired
When a portfolio of insurance contracts is acquired, whether directly from another insurance company or as part of a business combination, the difference between the fair value and the carrying amount of the insurance liabilities is recognized as value of business acquired (VOBA). The Group also recognizes VOBA when it acquires a portfolio of investment contracts with discretionary participation features.
VOBA is amortized over the useful life of the acquired contracts, based on either the expected future premiums or the expected gross profit margins. The amortization period and pattern are reviewed at each reporting date; any change in estimates is recorded in the income statement. For all products, VOBA, in conjunction with DPAC where appropriate, is assessed for recoverability at least annually on a country-by-country basis and the portion determined not to be recoverable is charged to the income statement. VOBA is considered in the liability adequacy test for each reporting period.
When unrealized gains or losses arise on available-for-sale assets, VOBA is adjusted to equal the effect that the realization of the gains or losses (through a sale or impairment) would have had on VOBA. The adjustment is recognized directly in shareholders equity. VOBA is derecognized when the related contracts are settled or disposed of.
c. Future servicing rights
On the acquisition of a portfolio of investment contracts without discretionary participation features under which Aegon will render investment management services, the present value of future servicing rights is recognized as an intangible asset. Future servicing rights can also be recognized on the sale of a loan portfolio or the acquisition of insurance agency activities.
The present value of the future servicing rights is amortized over the servicing period as the fees from services emerge and is subject to impairment testing. It is derecognized when the related contracts are settled or disposed of.
d. Software and other intangible assets
Software and other intangible assets are recognized to the extent that the assets can be identified, are controlled by the Group, are expected to provide future economic benefits and can be measured reliably. The Group does not recognize internally generated intangible assets arising from research or internally generated goodwill, brands, customer lists and similar items.
Software and other intangible assets are carried at cost less accumulated depreciation and impairment losses. Depreciation of the asset is over its useful life as the future economic benefits emerge and is recognized in the income statement as an expense. The depreciation period and pattern are reviewed at each reporting date, with any changes recognized in the income statement.
An intangible asset is derecognized when it is disposed of or when no future economic benefits are expected from its use or disposal.
2.8 Investments
Investments comprise financial assets, excluding derivatives, as well as investments in real estate.
a. Financial assets, excluding derivatives
Financial assets are recognized on the trade date when the Group becomes a party to the contractual provisions of the instrument and are classified for accounting purposes depending on the characteristics of the instruments and the purpose for which they were purchased.
Classification
The following financial assets are measured at fair value through profit or loss: financial assets held for trading, financial assets managed on a fair value basis in accordance with the Groups risk management and investment strategy and financial assets containing an embedded derivative that is not closely related and that cannot be reliably bifurcated. In addition, in certain instances the Group
150 | Notes to the consolidated financial statements of Aegon N.V. Note 2 |
designates financial assets to this category when by doing so a potential accounting mismatch in the financial statements is eliminated or significantly reduced.
Financial assets with fixed or determinable payments that are not quoted in an active market and that the Group does not intend to sell in the near future or for which the holder may not recover substantially all of its initial investment, other than because of credit deterioration, are accounted for as loans. To the extent that the Group has the intention and ability to hold a quoted financial asset with fixed payments to the maturity date, it is classified as held-to-maturity.
All remaining non-derivative financial assets are classified as available-for-sale.
Measurement
Financial assets are initially recognized at fair value excluding interest accrued to date plus, in the case of a financial asset not at fair value through profit or loss, any directly attributable incremental transaction costs.
Loans and financial assets held-to-maturity are subsequently carried at amortized cost using the effective interest rate method. Financial assets at fair value through profit or loss are measured at fair value with all changes in fair value recognized in the income statement as incurred. Available-for-sale assets are recorded at fair value with unrealized changes in fair value recognized in other comprehensive income. Financial assets that are designated as hedged items are measured in accordance with the requirements for hedge accounting.
Amortized cost
The amortized cost of a debt instrument is the amount at which it is measured at initial recognition minus principal repayments, plus or minus the cumulative amortization of any difference between the initial amount and the maturity amount, and minus any reduction for impairment. The effective interest rate method is a method of calculating the amortized cost and of allocating the interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the debt instrument or, when appropriate, a shorter period to the net carrying amount of the instrument. When calculating the effective interest rate, all contractual terms are considered. Possible future credit losses are not taken into account. Charges and interest paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts are included in the calculation.
Fair value
The consolidated financial statements provide information on the fair value of all financial assets, including those carried at amortized cost where the values are provided in the notes to the financial statements.
The fair value of an asset is the amount for which it could be exchanged between knowledgeable, willing parties in an arms length transaction. For quoted financial assets for which there is an active market, the fair value is the bid price at the balance sheet date. In the absence of an active market, fair value is estimated by using present value based or other valuation techniques. Where discounting techniques are applied, the discount rate is based on current market rates applicable to financial instruments with similar characteristics. The valuation techniques that include non-market observable inputs can result in a different outcome than the actual transaction price at which the asset was acquired. Such differences are not recognized in the income statement immediately but are deferred. They are released over time to the income statement in line with the change in factors (including time) that market participants would consider in setting a price for the asset. Interest accrued to date is not included in the fair value of the financial asset.
Derecognition
A financial asset is derecognized when the contractual rights to the assets cash flows expire and when the Group retains the right to receive cash flows from the asset or has an obligation to pay received cash flows in full without delay to a third party and either: has transferred the asset and substantially all the risks and rewards of ownership, or has neither transferred nor retained all the risks and rewards but has transferred control of the asset. Financial assets of which the Group has neither transferred nor retained significantly all the risk and rewards are recognized to the extent of the Groups continuing involvement. If significantly all risks are retained, the assets are not derecognized.
On derecognition, the difference between the disposal proceeds and the carrying amount is recognized in the income statement as a realized gain or loss. Any cumulative unrealized gain or loss previously recognized in the revaluation reserve in shareholders equity is also recognized in the income statement.
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Security lending and repurchase agreements
Financial assets that are lent to a third party or that are transferred subject to a repurchase agreement at a fixed price are not derecognized as the Group retains substantially all the risks and rewards of the asset. A liability is recognized for cash (collateral) received, on which interest is accrued.
A security that has been received under a borrowing or reverse repurchase agreement is not recognized as an asset. A receivable is recognized for any related cash (collateral) paid by Aegon. The difference between sale and repurchase price is treated as investment income. If the Group subsequently sells that security, a liability to repurchase the asset is recognized and initially measured at fair value.
Collateral
With the exception of cash collateral, assets received as collateral are not separately recognized as an asset until the financial asset they secure defaults. When cash collateral is recognized, a liability is recorded for the same amount.
b. Real estate
Investments in real estate include property held to earn rentals or for capital appreciation, or both. Investments in real estate are presented as investments. Property that is occupied by the Group and that is not intended to be sold in the near future is classified as real estate held for own use and is presented in Other assets and receivables.
All property is initially recognized at cost. Such cost includes the cost of replacing part of the real estate and borrowing cost for long-term construction projects if recognition criteria are met. Subsequently, investments in real estate are measured at fair value with the changes in fair value recognized in the income statement. Real estate held for own use is carried at its revalued amount, which is the fair value at the date of revaluation less subsequent accumulated depreciation and impairment losses. Depreciation is calculated on a straight line basis over the useful life of a building. Land is not depreciated. On revaluation the accumulated depreciation is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount. Increases in the net carrying amount are recognized in the related revaluation reserve in shareholders equity and are released to other comprehensive income over the remaining useful life of the property.
Valuations of both investments in real estate and real estate held for own use are conducted in full by independent external appraisers at least every three years and reviewed at least once a year by qualified internal appraisers to ensure the value correctly reflects the fair value at the balance sheet date. Appraisals are different for each specific local market, but are based on market guidelines such as International Valuation Standards or guidelines issued by the Investment Property Databank. Valuations are mostly based on active market prices, adjusted for any difference in the nature, location or condition of the specific property. If such information is not available, other valuation methods are applied, considering the current cost of reproducing or replacing the property, the value that the propertys net earning power will support and the value indicated by recent sales of comparable properties. Discount rates used in the valuation of real estate reflect the risk embedded in the projected cash flows for the asset being valued. For property held for own use, appraisers consider the present value of the future rental income cash flows that could be achieved had the real estate been let out.
On disposal of an asset, the difference between the net proceeds received and the carrying amount is recognized in the income statement. Any remaining surplus attributable to real estate in own use in the revaluation reserve is transferred to retained earnings.
Property under construction
The Group develops property itself with the intention to hold it as investments in real estate. During the construction phase both the land and the building are presented as investments in real estate and carried at fair value unless this cannot be determined reliably in which case the real estate is valued at directly attributable costs, including borrowing costs. All fair value gains or losses are recognized in the income statement.
Maintenance costs and other subsequent expenditure
Expenditure incurred after initial recognition of the asset is capitalized to the extent that the level of future economic benefits of the asset is increased. Costs that restore or maintain the level of future economic benefits are recognized in the income statement as incurred.
2.9 Investments for account of policyholders
Investments held for account of policyholders consist of investments in financial assets, excluding derivatives, as well as investments in real estate. Investment return on these assets is passed on to the policyholder. Also included are the assets held by consolidated
152 | Notes to the consolidated financial statements of Aegon N.V. Note 2 |
investment funds that are backing liabilities towards third parties. Investments for account of policyholders are valued at fair value through profit or loss.
2.10 Derivatives
a. Definition
Derivatives are financial instruments, classified as held for trading financial assets, of which the value changes in response to an underlying variable, that require little or no net initial investment and are settled at a future date.
Assets and liabilities may include derivative-like terms and conditions. With the exception of features embedded in contracts held at fair value through profit or loss, embedded derivatives that are not considered closely related to the host contract are bifurcated, carried at fair value and presented as derivatives. In assessing whether a derivative-like feature is closely related to the contract in which it is embedded, the Group considers the similarity of the characteristics of the embedded derivative and the host contract. Embedded derivatives that transfer significant insurance risk are accounted for as insurance contracts.
Derivatives with positive values are reported as assets and derivatives with negative values are reported as liabilities. Derivatives for which the contractual obligation can only be settled by exchanging a fixed amount of cash for a fixed amount of Aegon N.V. equity instruments are accounted for in shareholders equity.
b. Measurement
All derivatives recognized on the statement of financial position are carried at fair value.
The fair value is calculated net of the interest accrued to date and is based on market prices, when available. When market prices are not available, other valuation techniques, such as option pricing or stochastic modeling, are applied. The valuation techniques incorporate all factors that market participants would consider and are based on observable market data, to the extent possible.
c. Hedge accounting
As part of its asset liability management, the Group enters into economic hedges to limit its risk exposure. These transactions are assessed to determine whether hedge accounting can and should be applied.
To qualify for hedge accounting, the hedge relationship is designated and formally documented at inception, detailing the particular risk management objective and strategy for the hedge (which includes the item and risk that is being hedged), the derivative that is being used and how hedge effectiveness is being assessed. A derivative has to be effective in accomplishing the objective of offsetting either changes in fair value or cash flows for the risk being hedged. The effectiveness of the hedging relationship is evaluated on a prospective and retrospective basis using qualitative and quantitative measures of correlation. Qualitative methods may include comparison of critical terms of the derivative to the hedged item. Quantitative methods include a comparison of the changes in the fair value or discounted cash flow of the hedging instrument to the hedged item. A hedging relationship is considered effective if the results of the hedging instrument are within a ratio of 80% to 125% of the result of the hedged item.
For hedge accounting purposes, a distinction is made between fair value hedges, cash flow hedges and hedges of a net investment in a foreign operation.
Fair value hedges
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognized in the profit and loss account, together with fair value adjustments to the hedged item attributable to the hedged risk. If the hedge relationship no longer meets the criteria for hedge accounting, the cumulative adjustment of the hedged item is, in the case of interest bearing instruments, amortized through the profit and loss account over the remaining term of the original hedge or recognized directly when the hedged item is derecognized.
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Cash flow hedges
Cash flow hedges are hedges of the exposure to variability in cash flows that is attributable to a particular risk of a forecasted transaction or a recognized asset or liability and could affect profit or loss. To the extent that the hedge is effective, the change in the fair value of the derivative is recognized in the related revaluation reserve in shareholders equity. Any ineffectiveness is recognized directly in the income statement. The amount recorded in shareholders equity is released to the income statement to coincide with the hedged transaction, except when the hedged transaction is an acquisition of a non-financial asset or liability. In this case, the amount in shareholders equity is included in the initial cost of the asset or liability.
Net investment hedges
Net investment hedges are hedges of currency exposures on a net investment in a foreign operation. To the extent that the hedge is effective, the change in the fair value of the hedging instrument is recognized in shareholders equity. Any ineffectiveness is recognized in the income statement. The amount in shareholders equity is released to the income statement when the foreign operation is disposed of.
Hedge accounting is discontinued prospectively for hedges that are no longer considered effective. When hedge accounting is discontinued for a fair value hedge, the derivative continues to be carried on the statement of financial position with changes in its fair value recognized in the income statement. When hedge accounting is discontinued for a cash flow hedge because the cash flow is no longer expected to occur, the accumulated gain or loss in shareholders equity is recognized immediately in the income statement. In other situations where hedge accounting is discontinued for a cash flow hedge, including those where the derivative is sold, terminated or exercised, accumulated gains or losses in shareholders equity are amortized into the income statement when the income statement is impacted by the variability of the cash flow from the hedged item.
2.11 Investments in associates
Entities over which the Group has significant influence through power to participate in financial and operating policy decisions, but which do not meet the definition of a subsidiary or joint venture, are accounted for using the equity method. Interests held by venture capital entities, mutual funds and investment funds that qualify as an associate are accounted for as an investment held at fair value through profit or loss. Interests held by the Group in venture capital entities, mutual funds and investment funds that are managed on a fair value basis, are also accounted for as investments held at fair value through profit or loss.
Interests in associates are initially recognized at cost, which includes positive goodwill arising on acquisition. Negative goodwill is recognized in the income statement on the acquisition date. If associates are obtained in successive share purchases, each significant transaction is accounted for separately.
The carrying amount is subsequently adjusted to reflect the change in the Groups share in the net assets of the associate and is subject to impairment testing. The net assets are determined based on the Groups accounting policies. Any gains and losses recorded in other comprehensive income by the associate are reflected in other reserves in shareholders equity, while the share in the associates net income is recognized as a separate line item in the consolidated income statement. The Groups share in losses is recognized until the investment in the associates equity and any other long-term interest that are part of the net investment are reduced to nil, unless guarantees exist.
Gains and losses on transactions between the Group and the associate are eliminated to the extent of the Groups interest in the entity, with the exception of losses that are evidence of impairment which are recognized immediately. Own equity instruments of Aegon N.V. that are held by the associate are not eliminated.
On disposal of an interest in an associate, the difference between the net proceeds and the carrying amount is recognized in the income statement and gains and losses previously recorded directly in the revaluation reserve are reversed and recorded through the income statement.
2.12 Reinsurance assets
Reinsurance contracts are contracts entered into by the Group in order to receive compensation for losses on contracts written by the Group (outgoing reinsurance). For contracts transferring sufficient insurance risk, a reinsurance asset is recognized for the expected
154 | Notes to the consolidated financial statements of Aegon N.V. Note 2 |
future benefits, less expected future reinsurance premiums. Reinsurance contracts with insufficient insurance risk transfer are accounted for as investment or service contracts, depending on the nature of the agreement.
Reinsurance assets are measured consistently with the amounts associated with the underlying insurance contracts and in accordance with the terms of each reinsurance contract. They are subject to impairment testing and are derecognized when the contractual rights are extinguished or expire or when the contract is transferred to another party.
Aegon is not relieved of its legal liabilities when entering into reinsurance transactions, therefore the reserves relating to the underlying reinsured contracts will continue to be reported on the consolidated statement of financial position during the run-off period of the underlying business.
Reinsurance premiums are accounted for in the same way as the original contracts for which the reinsurance was concluded.
2.13 Deferred expenses
a. Deferred policy acquisition costs (DPAC)
DPAC relates to all insurance contracts and investment contracts with discretionary participation features and represents mainly the variable costs that are related to the acquisition or renewal of these contracts.
Acquisition costs are deferred to the extent that they are recoverable and are subsequently amortized based on either the expected future premiums or the expected gross profit margins. For products sold in the United States and Canada with amortization based on expected gross profit margins, the amortization period and pattern are reviewed at each reporting date and any change in estimates is recognized in the income statement. Estimates include, but are not limited to: an economic perspective in terms of future returns on bond and equity instruments, mortality, disability and lapse assumptions, maintenance expenses and expected inflation rates. For all products, DPAC, in conjunction with VOBA where appropriate, is assessed for recoverability at least annually on a country-by-country basis and is considered in the liability adequacy test for each reporting period. If appropriate, the assumptions included in the determination of estimated gross profits are adjusted. The portion of DPAC that is determined not to be recoverable is charged to the income statement.
For products sold in the United States or Canada, when unrealized gains or losses arise on available-for-sale assets, DPAC is adjusted to equal the effect that the realization of the gains or losses (through sale or impairment) would have had on its measurement. This is recognized directly in the related revaluation reserve in shareholders equity.
DPAC is derecognized when the related contracts are settled or disposed of.
b. Deferred cost of reinsurance
A deferred cost of reinsurance is established when Aegon enters into a reinsurance transaction. Aegon is not relieved of its legal liabilities, so the reserves relating to the underlying reinsured contracts will continue to be reported on the consolidated statement of financial position during the run-off period of the underlying business.
Gains or losses on buying reinsurance are amortized based on the assumptions of the underlying reinsured contracts. The amortization is recognized in the income statement.
c. Deferred transaction costs
Deferred transaction costs relate to investment contracts without discretionary participation features under which Aegon will render investment management services. Incremental costs that are directly attributable to securing these investment management contracts are recognized as an asset if they can be identified separately and measured reliably and if it is probable that they will be recovered.
For contracts involving both the origination of a financial liability and the provision of investment management services, only the transaction costs allocated to the servicing component are deferred. The other transaction costs are included in the carrying amount of the financial liability.
The deferred transaction costs are amortized in line with fee income, unless there is evidence that another method better represents the provision of services under the contract. The amortization is recognized in the income statement. Deferred transaction costs are subject to impairment testing at least annually.
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Deferred transaction costs are derecognized when the related contracts are settled or disposed of.
2.14 Other assets and receivables
Other assets include trade and other receivables, prepaid expenses, equipment and real estate held for own use. Trade and other receivables are initially recognized at fair value and are subsequently measured at amortized cost. Equipment is initially carried at cost, depreciated on a straight line basis over its useful life to its residual value and is subject to impairment testing. The accounting for real estate held for own use is described in note 2.8.
2.15 Cash and cash equivalents
Cash comprises cash at banks and in-hand. Cash equivalents are short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known cash amounts, are subject to insignificant risks of changes in value and are held for the purpose of meeting short-term cash requirements. Money market investments that are held for investment purposes (backing insurance liabilities, investment liabilities or equity based on asset liability management considerations) are not included in cash and cash equivalents but are presented as investment or investment for account of policyholders.
2.16 Impairment of assets
An asset is impaired if the carrying amount exceeds the amount that would be recovered through its use or sale. For tangible and intangible assets, financial assets and reinsurance assets, if not held at fair value through profit or loss, the recoverable amount of the asset is estimated when there are indications that the asset may be impaired. Irrespective of the indications, goodwill and other intangible assets with an indefinite useful life that are not amortized, are tested at least annually.
a. Impairment of non-financial assets
Assets are tested individually for impairment when there are indications that the asset may be impaired. For goodwill and intangible assets with an undefined life, an impairment test is performed at least once a year. The impairment loss is calculated as the difference between the carrying and the recoverable amount of the asset, which is the higher of an assets value in use and its net selling price. The value in use represents the discounted future net cash flows from the continuing use and ultimate disposal of the asset and reflects its known inherent risks and uncertainties.
Impairment losses are charged to shareholders equity to the extent that they offset a previously recorded revaluation reserve relating to the same item. Any further losses are recognized directly in the income statement.
With the exception of goodwill, impairment losses are reversed when there is evidence that there has been a change in the estimates used to determine the assets recoverable amount since the recognition of the last impairment loss. The reversal is recognized in the income statement to the extent that it reverses impairment losses previously recognized in the income statement. The carrying amount after reversal cannot exceed the amount that would have been recognized had no impairment taken place.
Non-financial assets that only generate cash flows in combination with other assets and liabilities are tested for impairment at the level of the cash-generating unit. The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination. The allocation is based on the level at which goodwill is monitored internally and cannot be larger than an operating segment. When impairing a cash-generating unit, any goodwill allocated to the unit is first written-off and recognized in the income statement. The remaining impairment loss is allocated on a pro rata basis among the other assets, on condition that the resulting carrying amounts do not fall below the individual assets recoverable amounts.
b. Impairment of debt instruments
Debt instruments are impaired if there is objective evidence that a credit event has occurred after the initial recognition of the asset that has a negative impact on the estimated future cash flows. A specific security is considered to be impaired when it is determined that it is probable that not all amounts due (both principal and interest) will be collected as scheduled. Individually significant loans and other receivables are first assessed separately. All non-impaired assets measured at amortized cost are then grouped by credit risk characteristics and collectively tested for impairment.
For debt instruments carried at amortized cost, the carrying amount of impaired financial assets is reduced through an allowance account. The impairment loss is calculated as the difference between the carrying and recoverable amount of the investment. The recoverable amount is determined by discounting the estimated probable future cash flows at the original effective interest rate of the asset. For variable interest debt instruments, the current effective interest rate under the contract is applied.
156 | Notes to the consolidated financial statements of Aegon N.V. Note 2 |
For debt instruments classified as available-for-sale, the asset is impaired to its fair value. Any unrealized loss previously recognized in other comprehensive income is taken to the income statement in the impairment loss. After impairment the interest accretion on debt instruments that are classified as available-for-sale is based on the rate of return that would be required by the market for similar rated instruments at the date of impairment.
Impairment losses recognized for debt instruments can be reversed if in subsequent periods the amount of the impairment loss decreases and that decrease can be objectively related to a credit event occurring after the impairment was recognized. For debt instruments carried at amortized cost, the carrying amount after reversal cannot exceed its amortized cost at the reversal date.
c. Impairment of equity instruments
For equity instruments, a significant or prolonged decline in fair value below initial cost is considered objective evidence of impairment and always results in a loss being recognized in the income statement. Significant or prolonged decline is defined as an unrealized loss position for generally more than six months or a fair value of less than 80% of the cost price of the investment. Equity investments are impaired to the assets fair value and any unrealized gain or loss previously recognized in shareholders equity is taken to the income statement as an impairment loss. The amount exceeding the balance of previously recognized unrealized gains or losses is recognized in the income statement.
Impairment losses on equity instruments cannot be reversed.
d. Impairment of reinsurance assets
Reinsurance assets are impaired if there is objective evidence, as a result of an event that occurred after initial recognition of the reinsurance asset, that not all amounts due under the terms of the contract may be received. In such a case, the value of the reinsurance asset recoverable is determined based on the best estimate of future cash flows, taking into consideration the reinsurers current and expected future financial conditions plus any collateral held in trust for Aegons benefit. The carrying value is reduced to this calculated recoverable value, and the impairment loss recognized in the income statement.
2.17 Equity
Financial instruments that are issued by the Group are classified as equity if they represent a residual interest in the assets of the Group after deducting all of its liabilities and the Group has an unconditional right to avoid delivering cash or another financial asset to settle its contractual obligation. In addition to common shares and preferred shares, the Group has issued perpetual securities. Perpetual securities have no final maturity date, repayment is at the discretion of Aegon and for junior perpetual capital securities Aegon has the option to defer coupon payments at its discretion. The perpetual capital securities are classified as equity rather than debt, are measured at par and those that are denominated in US dollars are translated into euro using historical exchange rates.
Non-cumulative subordinated notes are identified as a compound instrument due to the nature of this financial instrument. For these non-cumulative subordinated notes Aegon has an unconditional right to avoid delivering cash or another financial asset to settle the coupon payments. The redemption of the principal is however not at the discretion of Aegon and therefore Aegon has a contractual obligation to settle the redemption in cash or another financial asset or through the exchange of financial assets and liabilities at potentially unfavorable conditions for Aegon. Compound instruments are separated into liability components and equity components. The liability component for the non-cumulative subordinated notes is equal to the present value of the redemption amount and carried at amortized cost using the effective interest rate method. The liability component is derecognized when the Groups obligation under the contract expires, is discharged or is cancelled. The equity component is assigned the residual amount after deducting the liability component from the fair value of the instrument as a whole. The equity component in US dollars is translated into euro using historical exchange rates.
Incremental external costs that are directly attributable to the issuing or buying back of own equity instruments are recognized in equity, net of tax. For compound instruments incremental external costs that are directly attributable to the issuing or buying back of the compound instruments are recognized proportionate to the equity component and liability component, net of tax.
Dividends and other distributions to holders of equity instruments are recognized directly in equity, net of tax. A liability for non-cumulative dividends payable is not recognized until the dividends have been declared and approved.
Treasury shares are shares issued by Aegon N.V. that are held by Aegon, one of its subsidiaries or by another entity controlled by Aegon. Treasury shares are deducted from Group equity, regardless of the objective of the transaction. No gain or loss is recognized in the income statement on the purchase, sale, issue or cancellation of the instruments. If sold, the difference between the carrying amount
Annual Report on Form 20-F 2012 | 157 |
and the proceeds is reflected in retained earnings. The consideration paid or received is recognized directly in shareholders equity. All treasury shares are eliminated in the calculation of earnings per share and dividend per common share.
2.18 Trust pass-through securities, subordinated borrowings and other borrowings
A financial instrument issued by the Group is classified as a liability if the contractual obligation must be settled in cash or another financial asset or through the exchange of financial assets and liabilities at potentially unfavorable conditions for the Group.
Trust pass-through securities, subordinated borrowings and other borrowings are initially recognized at their fair value including directly attributable transaction costs and are subsequently carried at amortized cost using the effective interest rate method, with the exception of specific borrowings that are designated as at fair value through profit or loss to eliminate, or significantly reduce, an accounting mismatch, or specific borrowings which are carried as at fair value through the profit and loss as part of a fair value hedge relationship. The liability is derecognized when the Groups obligation under the contract expires, is discharged or is cancelled.
Subordinated borrowings include the liability component of non-cumulative subordinated notes. These notes are identified as a compound instrument due to the nature of this financial instrument. Compound instruments are separated into equity components and liability components. The liability component for the non-cumulative subordinated notes is related to the redemption amount. For further information on accounting policy of the non-cumulative subordinated notes refer to note 2.17.
2.19 Insurance contracts
Insurance contracts are accounted for under IFRS 4 - Insurance Contracts. In accordance with this standard, Aegon continues to apply the existing accounting policies that were applied prior to the adoption of IFRS, with certain modifications allowed by IFRS 4 for standards effective subsequent to adoption. Aegon applies non-uniform accounting policies for insurance liabilities and related deferred acquisition costs and intangible assets, to the extent that it was allowed under Dutch Accounting Principles. As a result, specific methodologies applied may differ between Aegons operations as they may reflect local regulatory requirements and local practices for specific product features in these local markets. In the United States Aegon applies US GAAP and in the Netherlands and the United Kingdom Aegon applies Dutch Accounting Principles, both with consideration of standards effective subsequent to the date of transition to IFRS.
Insurance contracts are contracts under which the Group accepts a significant risk - other than a financial risk - from a policyholder by agreeing to compensate the beneficiary on the occurrence of an uncertain future event by which he or she will be adversely affected. Contracts that do not meet this definition are accounted for as investment contracts. The Group reviews homogeneous books of contracts to assess whether the underlying contracts transfer significant insurance risk on an individual basis. This is considered the case when at least one scenario with commercial substance can be identified in which the Group has to pay significant additional benefits to the policyholder. Contracts that have been classified as insurance are not reclassified subsequently.
Insurance liabilities are recognized when the contract is entered into and the premiums are charged. The liability is derecognized when the contract expires, is discharged or is cancelled.
Insurance assets and liabilities are valued in accordance with the accounting principles that were applied by the Group prior to the transition to IFRS and with consideration of standards effective subsequent to the date of transition to IFRS, as further described in the following paragraphs. In order to reflect the specific nature of the products written, subsidiaries are allowed to apply local accounting principles to the measurement of insurance contracts. All valuation methods used by the subsidiaries are based on the general principle that the carrying amount of the net liability must be sufficient to meet any reasonably foreseeable obligation resulting from the insurance contracts.
Included under insurance contracts are interest rate rebates. Interest rate rebate is a form of profit sharing whereby the Group determines the premium based on the expected interest that will be earned on the contract. The expected interest is calculated with reference to a portfolio of government bonds. Interest rate rebates that are expected to be recovered in future periods are deferred and amortized as the interest is realized. The amortization is recognized in Aegons income statement. They are considered in the liability adequacy test for insurance liabilities. Deferred interest rebates are derecognized when the related contracts are settled or disposed of.
a. Life insurance contracts
Life insurance contracts are insurance contracts with guaranteed life-contingent benefits. The measurement of the liability for life insurance contracts varies depending on the nature of the product.
158 | Notes to the consolidated financial statements of Aegon N.V. Note 2 |
Some products, such as traditional life insurance products in continental Europe and products in the United States, for which account terms are fixed and guaranteed, are measured using the net premium method. The liability is determined as the sum of the discounted value of the expected benefits and future administration expenses directly related to the contract, less the discounted value of the expected theoretical premiums that would be required to meet the future cash outflows based on the valuation assumptions used. The liability is either based on current assumptions or calculated using the assumptions established at the time the contract was issued, in which case a margin for risk and adverse deviation is generally included. A separate reserve for longevity may be established and included in the measurement of the liability. Furthermore, the liability for life insurance comprises reserves for unearned premiums and for claims outstanding, which includes an estimate of the incurred claims that have not yet been reported to the Group.
Other products with account terms that are not fixed or guaranteed are generally measured at the policyholders account balance. Depending on local accounting principles, the liability may include amounts for future services on contracts where the policy administration charges are higher in the initial years than in subsequent years. In establishing the liability, guaranteed minimum benefits issued to the policyholder are measured as described in note 2.19 c or, if bifurcated from the host contract, as described in note 2.10.
One insurance product in the United States is carried at fair value through profit or loss as it contains an embedded derivative that could not be reliably bifurcated. The fair value of the contract is measured using market consistent valuation techniques.
b. Life insurance contracts for account of policyholders
Life insurance contracts under which the policyholder bears the risks associated with the underlying investments are classified as insurance contracts for account of policyholders.
The liability for the insurance contracts for account of policyholders is measured at the policyholder account balance. Contracts with unit-denominated payments are measured at current unit values, which reflect the fair values of the assets of the fund. If applicable, the liability representing the nominal value of the policyholder unit account is amortized over the term of the contract so that interest on actuarial funding is at an expected rate of return.
c. Embedded derivatives and participation features
Life insurance contracts typically include derivative-like terms and conditions. With the exception of policyholder options to surrender the contract at a fixed amount, contractual features that are not closely related to the insurance contract and that do not themselves meet the definition of insurance contracts are accounted for as derivatives. If the embedded derivative cannot be reliably bifurcated, the entire insurance contract is carried at fair value through profit or loss.
Other terms and conditions, such as participation features and expected lapse rates are considered when establishing the insurance liabilities. Where the Group has discretion over the amount or timing of the bonuses distributed resulting from participation features, a liability is recognized equal to the amount that is available at the balance sheet date for future distribution to policyholders.
Guaranteed minimum benefits
The Group issues life insurance contracts, which do not expose the Group to interest rate risk as the account terms are not fixed or guaranteed or because the return on the investments held is passed on to the policyholder. Some of these contracts, however, may contain guaranteed minimum benefits. An additional liability for life insurance is established for guaranteed minimum benefits that are not bifurcated. Bifurcated guaranteed minimum benefits are classified as derivatives.
In the United States, the additional liability for guaranteed minimum benefits that are not bifurcated is determined each period by estimating the expected value of benefits in excess of the projected account balance and recognizing the excess over the accumulation period based on total expected assessments. The estimates are reviewed regularly and any resulting adjustment to the additional liability is recognized in the income statement. The benefits used in calculating the liabilities are based on the average benefits payable over a range of stochastic scenarios. Where applicable, the calculation of the liability incorporates a percentage of the potential annuitizations that may be elected by the contract holder.
In the Netherlands, an additional liability is established for guaranteed minimum benefits that are not bifurcated on group pension plans with profit sharing and on traditional insurance contracts with profit sharing based on an external interest index. These guarantees are measured at fair value.
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d. Shadow accounting
Shadow accounting ensures that all gains and losses on investments affect the measurement of the insurance assets and liabilities in the same way, regardless of whether they are realized or unrealized and regardless of whether the unrealized gains and losses are recognized in the income statement or directly in equity in the revaluation reserve. In some instances, realized gains or losses on investments have a direct effect on the measurement of the insurance assets and liabilities. For example, some insurance contracts include benefits that are contractually based on the investment returns realized by the insurer. In addition, realization of gains or losses on available-for-sale investments can lead to unlocking of VOBA or DPAC and can also affect the outcome of the liability adequacy test to the extent that it considers actual future investment returns. For similar changes in unrealized gains and losses, shadow accounting is applied. If an unrealized gain or loss triggers a shadow accounting adjustment to VOBA, DPAC or the insurance liabilities, the corresponding adjustment is recognized through other comprehensive income in the revaluation reserve, together with the unrealized gain or loss.
Some profit sharing schemes issued by the Group entitle the policyholder to a bonus which is based on the actual total return on specific assets held. To the extent that the bonus relates to gains or losses on available-for-sale investments for which the unrealized gains or losses are recognized in the revaluation reserve in equity, shadow accounting is applied. This means that the increase in the liability is also charged to equity to offset the unrealized gains rather than to the income statement.
e. Non-life insurance contracts
Non-life insurance contracts are insurance contracts where the insured event is not life-contingent. For non-life products the insurance liability generally includes reserves for unearned premiums, unexpired risk, inadequate premium levels and outstanding claims and benefits. No catastrophe or equalization reserves are included in the measurement of the liability.
The reserve for unearned premiums includes premiums received for risks that have not yet expired. Generally, the reserve is released over the term of the contract and is recognized as premium income.
The liability for outstanding claims and benefits is established for claims that have not been settled and any related cash flows, such as claims handling costs. It includes claims that have been incurred but have not been reported to the Group. The liability is calculated at the reporting date using statistical methods based on empirical data and current assumptions that may include a margin for adverse deviation. Liabilities for claims subject to periodic payment are calculated using actuarial methods consistent with those applied to life insurance contracts. Discounting is applied if allowed by the local accounting principles used to measure the insurance liabilities. Discounting of liabilities is generally applied when there is a high level of certainty concerning the amount and settlement term of the cash outflows.
f. Liability adequacy testing
At each reporting date the adequacy of the life insurance liabilities, net of VOBA and DPAC, is assessed using a liability adequacy test. Additional recoverability tests for policies written in the last year may also result in loss recognition.
Life insurance contracts for account of policyholders and any related VOBA and DPAC are considered in the liability adequacy test performed on insurance contracts. To the extent that the account balances are insufficient to meet future benefits and expenses, additional liabilities are established and included in the liability for life insurance.
All tests performed within the Group are based on current estimates of all contractual future cash flows, including related cash flows from policyholder options and guarantees. A number of valuation methods are applied, including discounted cash flow methods, option pricing models and stochastic modeling. Aggregation levels are set either on geographical jurisdiction or at the level of portfolio of contracts that are subject to broadly similar risks and managed together as a single portfolio. Specifically, in the Netherlands the liability adequacy test is performed on a consolidated basis for all life and non-life business, whereas in the Americas and the UK it is performed at the level of the portfolio of contracts. To the extent that the tests involve discounting of future cash flows, the interest rate applied is based on market rates or is based on managements expectation of the future return on investments. These future returns on investments take into account managements best estimate related to the actual investments and, where applicable, reinvestments of these investments at maturity. In the event expected investment returns on actual assets held are not considered in the discounting of future cash flows, the fair value of the assets carried at amortized cost is considered in determining any liability adequacy surplus or deficit.
Any resulting deficiency is recognized in the income statement, initially by impairing the DPAC and VOBA and subsequently by establishing an insurance liability for the remaining loss, unless shadow loss recognition has taken place.
160 | Notes to the consolidated financial statements of Aegon N.V. Note 2 |
The adequacy of the non-life insurance liability is tested at each reporting date. Changes in expected claims that have occurred, but that have not been settled, are reflected by adjusting the liability for claims and future benefits. The reserve for unexpired risk is increased to the extent that the future claims and expenses in respect of current insurance contracts exceed the future premiums plus the current unearned premium reserve.
2.20 Investment contracts
Contracts issued by the Group that do not transfer significant insurance risk, but do transfer financial risk from the policyholder to the Group are accounted for as investment contracts. Depending on whether the Group or the policyholder runs the risks associated with the investments allocated to the contract, the liabilities are classified as investment contracts or as investment contracts for account of policyholders. Investment contract liabilities are recognized when the contract is entered into and are derecognized when the contract expires, is discharged or is cancelled.
a. Investment contracts with discretionary participation features
Some investment contracts have participation features whereby the policyholder has the right to receive potentially significant additional benefits which are based on the performance of a specified pool of investment contracts, specific investments held by the Group or on the issuers net income. If the Group has discretion over the amount or timing of the distribution of the returns to policyholders, the investment contract liability is measured based on the accounting principles that apply to insurance contracts with similar features.
Some unitized investment contracts provide policyholders with the option to switch between funds with and without discretionary participation features. The entire contract is accounted for as an investment contract with discretionary participation features if there is evidence of actual switching resulting in discretionary participation benefits that are a significant part of the total contractual benefits.
b. Investment contracts without discretionary participation features
At inception, investment contracts without discretionary features are designated as at fair value through profit or loss if by doing so a potential accounting mismatch is eliminated or significantly reduced or if the contract is managed on a fair value basis. Some investment contracts with embedded derivatives that have not been bifurcated are also carried at fair value through profit or loss. All other contracts are carried at amortized cost.
The contracts are initially recognized at transaction price less, in the case of investment contracts not carried at fair value through profit or loss, any transaction costs directly attributable to the issue of the contract. Fees and commissions incurred with the recognition of a contract held at fair value through profit or loss and that are not related to investment management services provided under the contract are recognized immediately in the income statement.
Subsequently, contracts designated as at fair value through profit or loss are measured at fair value, which generally equals the contractholders account value. All changes in the fair value are recognized in the income statement as incurred. Other investment contracts without discretionary participation features are carried at amortized cost based on the expected cash flows and using the effective interest rate method. The expected future cash flows are re-estimated at each reporting date and the carrying amount of the financial liability is recalculated as the present value of estimated future cash flows using the financial liabilitys original effective interest rate. Any adjustment is immediately recognized in the income statement.
The consolidated financial statements provide information on the fair value of all financial liabilities, including those carried at amortized cost. As these contracts are not quoted in active markets, their value is determined by using valuation techniques, such as discounted cash flow methods and stochastic modeling. For investment contracts that can be cancelled by the policyholder, the fair value cannot be less than the surrender value.
c. Investment contracts for account of policyholders
Investment contracts for account of policyholders are investment contracts for which the actual return on investments allocated to the contract is passed on to the policyholder. Also included are participations held by third parties in consolidated investment funds that meet the definition of a financial liability.
Investment contracts for account of policyholders are designated at fair value through profit or loss. Contracts with unit-denominated payments are measured at current unit values, which reflect the fair values of the assets of the fund.
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For unit-linked contracts without discretionary participation features and subject to actuarial funding, the Group recognizes a liability at the funded amount of the units. The difference between the gross value of the units and the funded value is treated as an initial fee paid by the policyholder for future asset management services and is deferred. It is subsequently amortized over the life of the contract or a shorter period, if appropriate.
2.21 Provisions
A provision is recognized for present legal or constructive obligations arising from past events, when it is probable that it will result in an outflow of economic benefits and the amount can be reliably estimated.
The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the balance sheet date, considering all its inherent risks and uncertainties, as well as the time value of money. The unwinding of the effect of discounting is recorded in the income statement as an interest expense.
Onerous contracts
With the exception of insurance contracts and investment contracts with discretionary participation features for which potential future losses are already considered in establishing the liability, a provision is recognized for onerous contracts in which the unavoidable costs of meeting the resulting obligations exceed the expected future economic benefits. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from failure to fulfill it.
2.22 Assets and liabilities relating to employee benefits
a. Short-term employee benefits
A liability is recognized for the undiscounted amount of short-term employee absences benefits expected to be paid within one year after the end of the period in which the service was rendered. Accumulating short-term absences are recognized over the period in which the service is provided. Benefits that are not service-related are recognized when the event that gives rise to the obligation occurs.
b. Post-employment benefits
The Group has issued defined contribution plans and defined benefit plans. A plan is classified as a defined contribution plan when the Group has no further obligation than the payment of a fixed contribution. All other plans are classified as defined benefit plans.
Defined contribution plans
The contribution payable to a defined contribution plan for services provided is recognized as an expense in the income statement. An asset is recognized to the extent that the contribution paid exceeds the amount due for services provided.
Defined benefit plans
The defined benefit obligation is based on the terms and conditions of the plan applicable on the balance sheet date. Plan improvements are charged directly to the income statement, unless they are conditional on the continuation of employment. In this case the related cost is deducted from the liability as past service cost and amortized over the vesting period. In measuring the defined benefit obligation the Group uses the projected unit credit method and actuarial assumptions that represent the best estimate of future variables. The benefits are discounted using an interest rate based on the market yields for high-quality corporate bonds on the balance sheet date.
Plan assets are qualifying insurance policies and assets held by long-term employee benefit funds that can only be used to pay the employee benefits under the plan and are not available to the Groups creditors. They are measured at fair value and are deducted in determining the amount recognized on the statement of financial position.
The cost of the plans is determined at the beginning of the year, based on the prevalent actuarial assumptions, discount rate and expected return on plan assets. Changes in assumptions, discount rate and experience adjustments are not charged to the income statement in the period in which they occur, but are deferred.
The unrecognized actuarial gains and losses are amortized in a straight line over the average remaining working life of the employees covered by the plan, to the extent that the gains or losses exceed the corridor limits. The corridor is defined as ten percent of the greater of the defined benefit obligation or the plan assets. The amortization charge is reassessed at the beginning of each year. The corridor approach described above was not applied retrospectively to periods prior to the transition to IFRS (January 1, 2004).
162 | Notes to the consolidated financial statements of Aegon N.V. Note 2 |
Aegon recognizes gains or losses on the curtailment or settlement of a defined benefit plan when the curtailment or settlement occurs. The gain or loss on a curtailment or settlement comprise:
¿ | Any resulting change in the present value of the defined benefit obligation; |
¿ | Any resulting change in the fair value of the plan assets; |
¿ | Any related actuarial gains and losses and past service cost that had not previously been recognized. |
Where only part of an obligation is settled and in respect of closure to future accrual, the gain or loss includes a proportionate share of the previously unrecognized past service cost and actuarial gains and losses. The proportionate share is determined on the basis of the present value of the obligations before and after the curtailment or settlement.
c. Share-based payments
The Group has issued share-based plans that entitle employees to receive equity instruments issued by the Group or cash payments based on the price of Aegon N.V. common shares. Some plans provide employees of the Group with the choice of settlement.
For share option plans that are equity-settled, the expense recognized is based on the fair value on the grant date of the share options, which does not reflect any performance conditions other than conditions linked to the price of the Groups shares. The cost is recognized in the income statement, together with a corresponding increase in shareholders equity, as the services are rendered. During this period the cumulative expense recognized at the reporting date reflects managements best estimate of the number of shares expected to vest ultimately.
Share appreciation right plans are initially recognized at fair value at the grant date, taking into account the terms and conditions on which the instruments were granted. The fair value is expensed over the period until vesting, with recognition of a corresponding liability. The liability is remeasured at each reporting date and at the date of settlement, with any changes in fair value recognized in the income statement.
Share option plans that can be settled in either shares or cash at the discretion of the employee are accounted for as a compound financial instrument, which includes a debt component and an equity component.
2.23 Deferred revenue liability
Initial fees and front-end loadings paid by policyholders and other clients for future investment management services related to investment contracts without discretionary participation features are deferred and recognized as revenue when the related services are rendered.
2.24 Tax assets and liabilities
a. Current tax assets and liabilities
Tax assets and liabilities for current and prior periods are measured at the amount that is expected to be received from or paid to the taxation authorities, using the tax rates that have been enacted or substantively enacted by the reporting date.
b. Deferred tax assets and liabilities
Deferred tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the carrying value of an item and its tax value, with the exception of differences arising from the initial recognition of goodwill and of assets and liabilities that do not impact taxable or accounting profits. A tax asset is recognized for tax loss carryforwards to the extent that it is probable at the reporting date that future taxable profits will be available against which the unused tax losses and unused tax credits can be utilized.
Deferred tax liabilities relating to investments in subsidiaries, associates and joint ventures are not recognized if the Group is able to control the timing of the reversal of the temporary difference and it is probable that the difference will not be reversed in the foreseeable future.
Deferred tax assets and liabilities are reviewed at the balance sheet date and are measured at tax rates that are expected to apply when the asset is realized or the liability is settled. The carrying amount is not discounted and reflects the Groups expectations concerning the manner of recovery or settlement.
Deferred tax assets and liabilities are recognized in relation to the underlying transaction either in profit and loss, other comprehensive income or directly in equity.
Annual Report on Form 20-F 2012 | 163 |
2.25 Contingent assets and liabilities
Contingent assets are disclosed in the notes if the inflow of economic benefits is probable, but not virtually certain. When the inflow of economic benefits becomes virtually certain, the asset is no longer contingent and its recognition is appropriate.
A provision is recognized for present legal or constructive obligations arising from past events, when it is probable that it will result in an outflow of economic benefits and the amount can be reliably estimated. If the outflow of economic benefits is not probable, a contingent liability is disclosed, unless the possibility of an outflow of economic benefits is remote.
2.26 Premium income
Gross premiums, including recurring and single premiums, from life and non-life insurance and investment contracts with discretionary participation features are recognized as revenue when they become receivable. Not reflected as premium income are deposits from certain products that are sold only in the United States and Canada, such as deferred annuities. For these products the surrender charges and charges assessed have been included in gross premiums.
Premium loadings for installment payments and additional payments by the policyholder towards costs borne by the insurer are included in the gross premiums. Rebates that form part of the premium rate, such as no-claim rebates, are deducted from the gross premium, others are recognized as an expense. Depending on the applicable local accounting principles, bonuses that are used to increase the insured benefits may be recognized as gross premiums.
2.27 Investment income
For interest-bearing assets, interest is recognized as it accrues and is calculated using the effective interest rate method. Fees and commissions that are an integral part of the effective yield of the financial assets or liabilities are recognized as an adjustment to the effective interest rate of the instrument. Investment income includes the interest income and dividend income on financial assets carried at fair value through profit or loss.
Investment income also includes dividends accrued and rental income due, as well as fees received for security lending.
2.28 Fee and commission income
Fees and commissions from investment management services and mutual funds, and from sales activities are recognized as revenue over the period in which the services are performed or the sales have been closed.
2.29 Policyholder claims and benefits
Policyholder claims and benefits consist of claims and benefits paid to policyholders, including benefit claims in excess of account value for products for which deposit accounting is applied and the change in the valuation of liabilities for insurance and investment contracts. It includes internal and external claims handling costs that are directly related to the processing and settlement of claims. Amounts receivable in respect of salvage and subrogation are also considered.
2.30 Results from financial transactions
Results from financial transactions include:
Net fair value change of general account financial investments at fair value through profit or loss, other than derivatives
Net fair value change of general account financial investments at fair value through profit or loss, other than derivatives include fair value changes of financial assets carried at fair value through profit or loss. The net gains and losses do not include interest or dividend income.
Realized gains and losses on financial investments
Gains and losses on financial investments include realized gains and losses on general account financial assets, other than those classified as at fair value through profit or loss.
Net fair value change of derivatives
All changes in fair value are recognized in the income statement, unless the derivative has been designated as a hedging instrument in a cash flow hedge or a hedge of a net investment in a foreign operation. Fair value movements of fair value hedge instruments are offset by the fair value movements of the hedged item, and the resulting hedge ineffectiveness, if any, is included in this line. In addition, the fair value movements of bifurcated embedded derivatives are included in this line.
164 | Notes to the consolidated financial statements of Aegon N.V. Note 3 |
Net fair value change on for account of policyholder financial assets at fair value through profit or loss
Net fair value change on for account of policyholder financial assets at fair value through profit or loss includes fair value movements of investments held for account of policyholders (refer to note 2.9). The net fair value change does not include interest or dividend income.
Other
In addition, results from financial transactions include gains/losses on real estate (general account and account of policyholders), net foreign currency gains/(losses) and net fair value change on borrowings and other financial liabilities and realized gains on repurchased debt.
2.31 Impairment charges / (Reversals)
Impairment charges and reversals include impairments and reversals on investments in financial assets, impairments and reversals on the valuation of insurance assets and liabilities and other non-financial assets and receivables. Refer to note 15.
2.32 Interest charges and related fees
Interest charges and related fees includes interest expense on trust pass-through securities and other borrowings. Interest expense on trust pass-through securities and other borrowings carried at amortized cost is recognized in profit or loss using the effective interest method.
2.33 Leases
Arrangements that do not take the form of a lease but convey a right to use an asset in return for a payment are assessed at inception to determine whether they are, or contain, a lease. This involves an assessment of whether fulfillment of the arrangement is dependent on the use of a specific asset and whether the purchaser (lessee) has the right to control the use of the underlying asset.
Leases that do not transfer substantially all the risks and rewards of ownership are classified as operating leases.
Payments made under operating leases, where the Group is the lessee, are charged to the income statement on a straight line basis over the period of the lease.
Where the Group is the lessor under an operating lease, the assets subject to the operating lease arrangement are presented in the statement of financial position according to the nature of the asset. Income from these leases are recognized in the income statement on a straight line basis over the lease term, unless another systematic basis is more representative of the time pattern in which use benefit derived from the leased asset is diminished.
2.34 Events after the balance sheet date
The financial statements are adjusted to reflect events that occurred between the balance sheet date and the date when the financial statements are authorized for issue, provided they give evidence of conditions that existed at the balance sheet date.
Events that are indicative of conditions that arose after the balance sheet date are disclosed, but do not result in an adjustment of the financial statements themselves.
3 Critical accounting estimates and judgment in applying accounting policies
Application of the accounting policies in the preparation of the financial statements requires management to apply judgment involving assumptions and estimates concerning future results or other developments, including the likelihood, timing or amount of future transactions or events. There can be no assurance that actual results will not differ materially from those estimates. Accounting policies that are critical to the financial statement presentation and that require complex estimates or significant judgment are described in the following sections.
Valuation of assets and liabilities arising from life insurance contracts
The liability for life insurance contracts with guaranteed or fixed account terms is either based on current assumptions or on the assumptions established at inception of the contract, reflecting the best estimates at the time increased with a margin for adverse deviation. All contracts are subject to liability adequacy testing which reflects managements current estimates of future cash flows (including investment returns). To the extent that the liability is based on current assumptions, a change in assumptions will have an immediate impact on the income statement. Also, if a change in assumption results in not passing the liability adequacy test, the entire
Annual Report on Form 20-F 2012 | 165 |
deficiency is recognized in the income statement. To the extent that the deficiency relates to unrealized gains and losses on available-for-sale investments, the additional liability is recognized in the revaluation reserve in equity.
Some insurance contracts without a guaranteed or fixed contract term contain guaranteed minimum benefits. Depending on the nature of the guarantee, it may either be bifurcated and presented as a derivative or be reflected in the value of the insurance liability in accordance with local accounting principles. Given the dynamic and complex nature of these guarantees, stochastic techniques under a variety of market return scenarios are often used for measurement purposes. Such models require management to make numerous estimates based on historical experience and market expectations. Changes in these estimates will immediately affect the income statement.
In addition, certain acquisition costs related to the sale of new policies and the purchase of policies already in force are recorded as DPAC and VOBA assets respectively and are amortized to the income statement over time. If the assumptions relating to the future profitability of these policies are not realized, the amortization of these costs could be accelerated and may even require write offs due to unrecoverability.
Actuarial assumptions
The main assumptions used in measuring DPAC, VOBA and the liabilities for life insurance contracts with fixed or guaranteed terms relate to mortality, morbidity, investment return and future expenses. Depending on local accounting principles, surrender rates may be considered.
Mortality tables applied are generally developed based on a blend of company experience and industry wide studies, taking into consideration product characteristics, own risk selection criteria, target market and past experience. Mortality experience is monitored through regular studies, the results of which are fed into the pricing cycle for new products and reflected in the liability calculation when appropriate. For contracts insuring survivorship, allowance may be made for further longevity improvements. Morbidity assumptions are based on own claims severity and frequency experience, adjusted where appropriate for industry information.
Investment assumptions are either prescribed by the local regulator or based on managements future expectations. In the latter case, the anticipated future investment returns are set by management on a countrywide basis, considering available market information and economic indicators. A significant assumption related to estimated gross profits on variable annuities and variable life insurance products in the United States and some of the smaller country units, is the annual long-term growth rate of the underlying assets. The reconsideration of this assumption may affect the original DPAC or VOBA amortization schedule, referred to as DPAC or VOBA unlocking. The difference between the original DPAC or VOBA amortization schedule and the revised schedule, which is based on estimates of actual and future gross profits, is recognized in the income statement as an expense or a benefit in the period of determination.
Assumptions on future expenses are based on the current level of expenses, adjusted for expected expense inflation if appropriate.
Surrender rates depend on product features, policy duration and external circumstances such as the interest rate environment and competitor and policyholder behavior. For policies with account value guarantees based on equity market movements, a dynamic lapse assumption is utilized to reflect policyholder behavior based on whether the guarantee is in the money. Credible own experience, as well as industry published data, are used in establishing assumptions. Lapse experience is correlated to mortality and morbidity levels, as higher or lower levels of surrenders may indicate future claims will be higher or lower than anticipated. Such correlations are accounted for in the mortality and morbidity assumptions based on the emerging analysis of experience.
For 2012, Aegon kept its long-term equity market return assumption for the estimated gross profits on variable life and variable annuity products in the Americas at 9% (2011: 9%). On a quarterly basis, the difference between the estimated equity market return and the actual market return is trued-up.
In 2011, to reflect the low interest rate environment, Aegon lowered its long-term assumption for 10-year US Treasury yields by 50 basis points to 4.75% (graded uniformly over the next five years) and lowered the 90-day treasury yield to 0.2% for the next two years followed by a three year grade to 3%. In addition, Aegon lowered its assumed return for US separate account bond fund returns by 200 basis points to 4% over the next five years, followed by a return of 6% thereafter. These assumptions, as well as Aegons assumptions on the long term credit spread or default assumptions, remained unchanged in 2012.
166 | Notes to the consolidated financial statements of Aegon N.V. Note 3 |
A 1% decrease in the expected long-term equity growth rate with regards to Aegons variable annuities and variable life insurance products in the United States and Canada would result in a decrease in DPAC and VOBA balances and reserve strengthening of approximately EUR 150 million (2011: EUR 159 million). The DPAC and VOBA balances for these products in the United States and Canada amounted to EUR 2.1 billion at December 31, 2012 (2011: EUR 2 billion).
For the fixed annuities and fixed universal life insurance products, the estimated gross profits (EGP) calculations include a net interest rate margin, which Aegon assumes will remain practically stable under any reasonably likely interest-rate scenario.
Applying a reasonably possible increase to the mortality assumption, which varies by block of business, would reduce net income by approximately EUR 53 million (2011: EUR 60 million). A relative 20% increase in the lapse rate assumption would increase net income by approximately EUR 42 million (2011: EUR 29 million).
Any reasonably possible changes in the other assumptions Aegon uses to determine EGP margins (i.e. maintenance expenses, inflation and disability) would reduce net income by less than EUR 39 million (per assumption change) (2011: EUR 37 million).
Determination of fair value and fair value hierarchy
The following is a description of Aegons methods of determining fair value, and a quantification of its exposure to financial instruments measured at fair value.
Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable willing parties in an arms length transaction. Financial instruments measured at fair value on an ongoing basis include investments for the general account, investments for the account of policyholders, investments designated at fair value and derivatives, as well as investment contracts, investment contracts for account of policyholders and borrowings.
In accordance with IFRS 7, Aegon uses the following hierarchy for determining and disclosing the fair value of financial instruments:
¿ | Level I: quoted prices (unadjusted) in active markets for identical assets or liabilities that Aegon can access at the measurement date; |
¿ | Level II: inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices of identical or similar assets and liabilities) using valuation techniques for which all significant inputs are based on observable market data; and |
¿ | Level III: inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) using valuation techniques for which any significant input is not based on observable market data. |
The best evidence of fair value is a quoted price in an actively traded market. In the event that the market for a financial instrument is not active or quoted market prices are not available, a valuation technique is used.
The judgment as to whether a market is active may include, although not necessarily determinative, lower transaction volumes, reduced transaction sizes and, in some cases, no observable trading activity for short periods. In inactive markets, assurance is obtained that the transaction price provides evidence of fair value or determined that the adjustments to transaction prices are necessary to measure the fair value of the instrument.
The majority of valuation techniques employ only observable market data, and so the reliability of the fair value measurement is high. However, certain financial instruments are valued on the basis of valuation techniques that feature one or more significant market inputs that are unobservable and, for such financial instruments, the derivation of fair value is more judgmental. An instrument in its entirety is classified as valued using significant unobservable inputs (Level III) if, in the opinion of management, a significant proportion of the instruments carrying amount is driven by unobservable inputs. Unobservable in this context means that there is little or no current market data available from which to determine the price at which an arms length transaction would be likely to occur. It generally does not mean that there is no market data available at all upon which to base a determination of fair value. Additional information is provided in the section headed Effect of changes in significant unobservable assumptions to reasonably possible alternatives below.
To operationalize Aegons fair value hierarchy, individual securities are assigned a fair value level based primarily on the type of security and the source of the prices (e.g. index, third-party pricing service, broker, internally modeled). Periodically, this logic for assigning fair value levels is reviewed to determine if any modifications are necessary in the context of the current market environment.
Annual Report on Form 20-F 2012 | 167 |
Fair value of financial assets and liabilities
The estimated fair values of Aegons financial assets and liabilities are presented in the respective notes to the statement of financial position together with their carrying values. The estimated fair values correspond with the amounts at which the financial instruments at Aegons best estimate could have been traded at the balance sheet date between knowledgeable, willing parties in arms length transactions. When available, Aegon uses quoted market prices in active markets to determine the fair value of investments and derivatives. In the absence of an active market, the fair value of investments in financial assets is estimated by using other market observable data, such as corroborated external quotes and present value or other valuation techniques. An active market is one in which transactions are taking place regularly on an arms length basis. A fair value measurement assumes that an asset or liability is exchanged in an orderly transaction between market participants, and accordingly, fair value is not determined based upon a forced liquidation or distressed sale.
Valuation techniques are used when Aegon determines the market is inactive or quoted market prices are not available for the asset or liability at the measurement date. However, the fair value measurement objective remains the same, that is, to arrive at the price at which an orderly transaction would occur between market participants at the measurement date. Therefore, unobservable inputs reflect Aegons own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). These inputs are developed based on the best information available.
Aegon employs an oversight structure over valuation of financial instruments that includes appropriate segregation of duties. Senior management, independent of the investing functions, is responsible for the oversight of control and valuation policies and for reporting the results of these policies. For fair values determined by reference to external quotation or evidenced pricing parameters, independent price determination or validation is utilized to corroborate those inputs. Further details of the validation processes are set out below.
Valuation of financial instruments is based on a pricing hierarchy, in order to maintain a controlled process that will systematically promote the use of prices from sources in which Aegon has the most confidence, where the least amount of manual intervention exists and to embed consistency in the selection of price sources. Depending on asset type the pricing hierarchy consists of a waterfall that starts with making use of market prices from indices and follows with making use of third-party pricing services or brokers.
Shares
When available, Aegon uses quoted market prices in active markets to determine the fair value of its shares. Fair values for unquoted shares are estimated using observations of the price/earnings or price/cash flow ratios of quoted companies considered comparable to the companies being valued. Valuations are adjusted to account for company-specific issues and the lack of liquidity inherent in an unquoted investment. Illiquidity adjustments are generally based on available market evidence. In addition, a variety of other factors are reviewed by management, including, but not limited to, current operating performance, changes in market outlook and the third-party financing environment.
The fair values of investments held in non-quoted investment funds (hedge funds, private equity funds) are determined by management after taking into consideration information provided by the fund managers. Aegon reviews the valuations each month and performs analytical procedures and trending analyses to ensure the fair values are appropriate.
Debt securities
The fair values of debt securities are determined by management after taking into consideration several sources of data. When available, Aegon uses quoted market prices in active markets to determine the fair value of its debt securities. As stated previously, Aegons valuation policy utilizes a pricing hierarchy which dictates that publicly available prices are initially sought from indices and third party pricing services. In the event that pricing is not available from these sources, those securities are submitted to brokers to obtain quotes. The majority of brokers quotes are non-binding. As part of the pricing process, Aegon assesses the appropriateness of each quote (i.e., as to whether the quote is based on observable market transactions or not) to determine the most appropriate estimate of fair value. Lastly, securities are priced using internal cash flow modeling techniques. These valuation methodologies commonly use the following inputs: reported trades, bids, offers, issuer spreads, benchmark yields, estimated prepayment speeds, and/or estimated cash flows.
To understand the valuation methodologies used by third-party pricing services Aegon reviews and monitors the applicable methodology documents of the third-party pricing services. Any changes to their methodologies are noted and reviewed for reasonableness. In addition, Aegon performs in-depth reviews of prices received from third-party pricing services on a sample basis. The objective for such reviews is to demonstrate that Aegon can corroborate detailed information such as assumptions, inputs and
168 | Notes to the consolidated financial statements of Aegon N.V. Note 3 |
methodologies used in pricing individual securities against documented pricing methodologies. Only third-party pricing services and brokers with a substantial presence in the market and with appropriate experience and expertise are used.
Third-party pricing services will often determine prices using recently reported trades for identical or similar securities. The third-party pricing service makes adjustments for the elapsed time from the trade date to the balance sheet date to take into account available market information. Lacking recently reported trades, third-party pricing services and brokers will use modeling techniques to determine a security price where expected future cash flows are developed based on the performance of the underlying collateral and discounted using an estimated market rate. Also included within the modeling techniques for RMBS, CMBS and CDO securities are estimates of the speed at which the principal will be repaid over their remaining lives. These estimates are determined based on historical repayment speeds (adjusted for current markets) as well as the structural characteristics of each security.
Periodically, Aegon performs an analysis of the inputs obtained from third-party pricing services and brokers to ensure that the inputs are reasonable and produce a reasonable estimate of fair value. Aegons asset specialists and investment valuation specialists consider both qualitative and quantitative factors as part of this analysis. Several examples of analytical procedures performed include, but are not limited to, recent transactional activity for similar debt securities, review of pricing statistics and trends and consideration of recent relevant market events. Other controls and procedures over pricing received from indices, third-party pricing services, or brokers include validation checks such as exception reports which highlight significant price changes, stale prices or un-priced securities. Additionally, Aegon performs back testing on a sample basis. Back testing involves selecting a sample of securities trades and comparing the prices in those transactions to prices used for financial reporting. Significant variances between the price used for financial reporting and the transaction price are investigated to explain the cause of the difference.
Credit ratings are also an important consideration in the valuation of securities and are included in the internal process for determining Aegons view of the risk associated with each security. However, Aegon does not rely solely on external credit ratings and there is an internal process, based on market observable inputs, for determining Aegons view of the risks associated with each security.
Aegons portfolio of private placement securities (held at fair value under the classification of available-for-sale or fair value through profit or loss) is valued using a matrix pricing methodology. The pricing matrix is obtained from a third-party service provider and indicates current spreads for securities based on weighted average life, credit rating, and industry sector. Each month, Aegons asset specialists review the matrix to ensure the spreads are reasonable by comparing them to observed spreads for similar bonds traded in the market. Other inputs to the valuation include coupon rate, the current interest rate curve used for discounting and an illiquidity premium to account for the illiquid nature of these securities. The illiquidity premiums are determined based upon the pricing of recent transactions in the private placements market; comparing the value of the privately offered security to a similar public security. The impact of the illiquidity premium for private placement securities to the overall valuation is insignificant.
Mortgage loans, policy loans and private loans (held at amortized cost)
For private loans, fixed interest mortgage loans and other loans originated by the Group, the fair value used for disclosure purposes is estimated by discounting expected future cash flows using a current market rate applicable to financial instruments with similar yield, credit quality and maturity characteristics.
The fair value of floating interest rate mortgage loans, policy loans and private placements used for disclosure purposes is assumed to be approximated by their carrying amount, adjusted for changes in credit risk. Credit risk adjustments are based on market observable credit spreads if available, or managements estimate if not market observable.
In 2012, Aegon The Netherlands changed the discount rate used in determining the fair value of its mortgage loan portfolio. One of the main changes in discount rate is the replacement of an entity specific funding spread by a more generic liquidity premium. As a result the disclosed fair value is better aligned with available market information. As the mortgage loan portfolio is measured at amortized cost, this change in fair value measurement does not impact net income or shareholders equity of Aegon The Netherlands.
Money market and other short-term investments and deposits with financial institutions
The fair value of assets maturing within a year is assumed to be approximated by their carrying amount adjusted for credit risk where appropriate. Credit risk adjustments are based on market observable credit spreads if available, or managements estimate if not market observable.
Annual Report on Form 20-F 2012 | 169 |
Free standing financial derivatives
Where quoted market prices are not available, other valuation techniques, such as option pricing or stochastic modeling, are applied. The valuation techniques incorporate all factors that a typical market participant would consider and are based on observable market data when available. Models are validated before they are used and calibrated to ensure that outputs reflect actual experience and comparable market prices.
Fair values for exchange-traded derivatives, principally futures and certain options, are based on quoted market prices in active markets. Fair values for over-the-counter (OTC) derivative financial instruments represent amounts estimated to be received from or paid to a third party in settlement of these instruments. These derivatives are valued using pricing models based on the net present value of estimated future cash flows, directly observed prices from exchange-traded derivatives, other OTC trades, or external pricing services. Most valuations are derived from swap and volatility matrices, which are constructed for applicable indices and currencies using current market data from many industry standard sources. Option pricing is based on industry standard valuation models and current market levels, where applicable. The pricing of complex or illiquid instruments is based on internal models or an independent third party. For long-dated illiquid contracts, extrapolation methods are applied to observed market data in order to estimate inputs and assumptions that are not directly observable. To value OTC derivatives, management uses observed market information, other trades in the market and dealer prices. Controls and procedures regarding the fair values of free standing derivatives are similar to the controls as described for the debt securities.
Aegon normally mitigates counterparty credit risk in derivative contracts by entering into collateral agreements where practical and in ISDA master netting agreements for each of the Groups legal entities to facilitate Aegons right to offset credit risk exposure. In the event no collateral is held by Aegon or the counterparty, the fair value of derivatives is adjusted for credit risk based on market observable spreads. Changes in the fair value of derivatives attributable to changes in counterparty credit risk were not significant.
Derivatives embedded in insurance contracts including guarantees
Certain guarantees for minimum benefits in insurance and investment contracts are carried at fair value. These guarantees include guaranteed minimum withdrawal benefits (GMWB) in the United States, United Kingdom and Japan which are offered on some variable annuity products and are also assumed from a ceding company; minimum interest rate guarantees on insurance products offered in the Netherlands, including group pension and traditional products; variable annuities sold in Europe and Japan; and guaranteed minimum accumulation benefits on segregated funds sold in Canada.
The fair values of these guarantees are calculated as the present value of future expected payments to policyholders less the present value of assessed rider fees attributable to the guarantees. Given the complexity and long-term nature of these guarantees which are unlike instruments available in financial markets, their fair values are determined by using stochastic techniques under a variety of market return scenarios. A variety of factors are considered, including expected market rates of return, equity and interest rate volatility, credit spread, correlations of market returns, discount rates and actuarial assumptions.
The expected returns are based on risk-free rates. The credit spread is set by using the credit default swap (CDS) spreads of a reference portfolio of life insurance companies (including Aegon), adjusted to reflect the subordination of senior debt holders at the holding company level to the position of policyholders at the operating company level (who have priority in payments to other creditors). Aegons assumptions are set by region to reflect differences in the valuation of the guarantee embedded in the insurance contracts.
For equity volatility, Aegon uses a term structure assumption with market-based implied volatility inputs for the first five years and a long-term forward rate assumption of 25% thereafter. The volume of observable option trading from which volatilities are derived generally declines as the contracts term increases, therefore, the volatility curve grades from implied volatilities for five years to the ultimate rate. The resulting volatility assumption in year 20 for the S&P 500 index (expressed as a spot rate) was 24.4% at December 31, 2012 and 25.7% at December 31, 2011. Correlations of market returns across underlying indices are based on historical market returns and their inter-relationships over a number of years preceding the valuation date. These assumptions are reviewed at each valuation date, and updated based on historical experience and observable market data, including market transactions such as acquisitions and reinsurance transactions.
Assumptions regarding policyholder behavior, such as lapses, included in the models are derived in the same way as the assumptions used to measure insurance liabilities.
170 | Notes to the consolidated financial statements of Aegon N.V. Note 3 |
Since many of the assumptions are unobservable and are considered to be significant inputs to the liability valuation, the liability included in future policy benefits has been reflected within Level III of the fair value hierarchy. Refer to note 46 for more details about Aegons guarantees.
Investment contracts
Investment contracts issued by Aegon are either carried at fair value (if they are designated as financial liabilities at fair value through profit or loss) or amortized cost (with fair value being disclosed in the notes to the consolidated financial statements). These contracts are not quoted in active markets and their fair values are determined by using valuation techniques, such as discounted cash flow methods and stochastic modeling or in relation to the unit price of the underlying assets. All models are validated and calibrated. A variety of factors are considered, including time value, volatility, policyholder behavior, servicing costs and fair values of similar instruments.
Similar to embedded derivatives in insurance contracts, certain investment products are not quoted in active markets and their fair values are determined by using valuation techniques. Because of the dynamic and complex nature of these cash flows, stochastic or similar techniques under a variety of market return scenarios are often used. A variety of factors are considered, including expected market rates of return, market volatility, correlations of market returns, discount rates and actuarial assumptions.
The expected returns are based on risk-free rates, such as the current London Inter-Bank Offered Rate (LIBOR) swap rates and associated forward rates or the current rates on local government bonds. Market volatility assumptions for each underlying index are based on observed market implied volatility data and/or observed market performance. Correlations of market returns for various underlying indices are based on observed market returns and their inter-relationships over a number of years preceding the valuation date. Current risk-free spot rates are used to determine the present value of expected future cash flows produced in the stochastic projection process.
Assumptions on customer behavior, such as lapses, included in the models are derived in the same way as the assumptions used to measure insurance liabilities.
Fair value hierarchy
The following table shows an analysis of financial instruments recorded at fair value by level of the fair value hierarchy:
Financial assets carried at fair value | Level I | Level II | Level III | Total 2012 | ||||||||||||
Available-for-sale investments | ||||||||||||||||
Shares |
224 | 256 | 376 | 856 | ||||||||||||
Debt securities |
23,433 | 70,203 | 2,683 | 96,319 | ||||||||||||
Money market and other short-term instruments |
8 | 8,705 | - | 8,713 | ||||||||||||
Other investments at fair value |
21 | 310 | 883 | 1,214 | ||||||||||||
23,686 | 79,474 | 3,942 | 107,102 | |||||||||||||
Fair value through profit or loss | ||||||||||||||||
Shares |
953 | 90 | - | 1,043 | ||||||||||||
Debt securities |
60 | 1,363 | 77 | 1,500 | ||||||||||||
Money market and other short-term instruments |
741 | 343 | - | 1,084 | ||||||||||||
Other investments at fair value |
- | 589 | 1,416 | 2,005 | ||||||||||||
Investments for account of policyholders 1 |
89,254 | 61,693 | 1,715 | 152,662 | ||||||||||||
Derivatives |
26 | 20,827 | 301 | 21,154 | ||||||||||||
91,034 | 84,905 | 3,509 | 179,448 | |||||||||||||
Total financial assets at fair value | 114,720 | 164,379 | 7,451 | 286,550 | ||||||||||||
Financial liabilities carried at fair value | ||||||||||||||||
Investment contracts for account of policyholders |
10,028 | 19,050 | 109 | 29,187 | ||||||||||||
Borrowings 2 |
531 | 519 | - | 1,050 | ||||||||||||
Derivatives |
21 | 15,534 | 2,316 | 17,871 | ||||||||||||
10,580 | 35,103 | 2,425 | 48,108 |
1 | The investments for account of policyholders included in the table above represents those investments carried at fair value through profit or loss. |
2 | Borrowings included in the table above contain those borrowings that are carried at fair value through profit or loss. Total borrowings on the statement of financial position also contain borrowings carried at amortized cost that are not included in the above schedule. |
Annual Report on Form 20-F 2012 | 171 |
Financial assets carried at fair value | Level I | Level II | Level III | Total 2011 | ||||||||||||
Available-for-sale investments | ||||||||||||||||
Shares |
287 | 123 | 459 | 869 | ||||||||||||
Debt securities |
21,552 | 70,359 | 2,811 | 94,722 | ||||||||||||
Money market and other short-term instruments |
- | 9,382 | - | 9,382 | ||||||||||||
Other investments at fair value |
60 | 28 | 799 | 887 | ||||||||||||
21,899 | 79,892 | 4,069 | 105,860 | |||||||||||||
Fair value through profit or loss | ||||||||||||||||
Shares |
797 | 171 | - | 968 | ||||||||||||
Debt securities |
53 | 1,357 | 119 | 1,529 | ||||||||||||
Money market and other short-term instruments |
728 | 362 | - | 1,090 | ||||||||||||
Other investments at fair value |
- | 516 | 1,428 | 1,944 | ||||||||||||
Investments for account of policyholders 1) |
81,551 | 57,621 | 2,225 | 141,397 | ||||||||||||
Derivatives |
23 | 15,180 | 301 | 15,504 | ||||||||||||
83,152 | 75,207 | 4,073 | 162,432 | |||||||||||||
Total financial assets at fair value | 105,051 | 155,099 | 8,142 | 268,292 | ||||||||||||
Financial liabilities carried at fair value | ||||||||||||||||
Investment contracts for account of policyholders |
7,916 | 18,605 | 166 | 26,687 | ||||||||||||
Borrowings 2) |
516 | 494 | - | 1,010 | ||||||||||||
Derivatives |
19 | 10,461 | 2,248 | 12,728 | ||||||||||||
8,451 | 29,560 | 2,414 | 40,425 |
1 | The investments for account of policyholders included in the table above represents those investments carried at fair value through profit or loss. |
2 | Borrowings included in the table above contain those borrowings that are carried at fair value through profit or loss. Total borrowings on the statement of financial position also contain borrowings carried at amortized cost that are not included in the above schedule. |
Significant transfers between Level I and II
During 2012, the amount of assets transferred from Level I to Level II classification was EUR 1 million (2011: EUR 4 million), due to changes in liquidity for specific debt securities.
172 | Notes to the consolidated financial statements of Aegon N.V. Note 3 |
Movements in Level III financial instruments measured at fair value
Financial assets carried at fair value |
At January 1, 2012 |
Total gains / |
Total gains / losses in OCI |
Purchases | Sales | Settlements | Net exchange difference |
Transfers from levels I and II |
Transfers to levels I and II |
At December 31, 2012 |
Total gains |
|||||||||||||||||||||||||||||||||
Available for sale investments |
||||||||||||||||||||||||||||||||||||||||||||
Shares |
459 | 5 | 18 | 55 | (156 | ) | (5 | ) | (2 | ) | 8 | (6 | ) | 376 | - | |||||||||||||||||||||||||||||
Debt securities |
2,811 | 58 | 122 | 400 | (310 | ) | (555 | ) | (21 | ) | 1,075 | (897 | ) | 2,683 | - | |||||||||||||||||||||||||||||
Other investments at fair value |
799 | (132 | ) | 61 | 223 | (40 | ) | (14 | ) | (15 | ) | 1 | - | 883 | - | |||||||||||||||||||||||||||||
4,069 | (69 | ) | 201 | 678 | (506 | ) | (574 | ) | (38 | ) | 1,084 | (903 | ) | 3,942 | - | |||||||||||||||||||||||||||||
Fair value through profit or loss | ||||||||||||||||||||||||||||||||||||||||||||
Shares |
- | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
Debt securities |
119 | 6 | - | - | (35 | ) | (6 | ) | - | 6 | (13 | ) | 77 | (4 | ) | |||||||||||||||||||||||||||||
Other investments at fair value |
1,428 | 231 | - | 96 | (315 | ) | - | (22 | ) | 174 | (176 | ) | 1,416 | 221 | ||||||||||||||||||||||||||||||
Investments for account of policyholders |
2,225 | 57 | - | 185 | (839 | ) | - | 9 | 230 | (152 | ) | 1,715 | 58 | |||||||||||||||||||||||||||||||
Derivatives |
301 | (19 | ) | - | 207 | (194 | ) | - | 9 | - | (3 | ) | 301 | (15 | ) | |||||||||||||||||||||||||||||
|
4,073 |
|
|
275 |
|
|
- |
|
|
488 |
|
|
(1,383 |
) |
|
(6 |
) |
|
(4 |
) |
|
410 |
|
|
(344 |
) |
|
3,509 |
|
|
260 |
| ||||||||||||
Financial liabilities carried at fair value | ||||||||||||||||||||||||||||||||||||||||||||
Investment contracts for account of policyholders |
(166 | ) | 2 | - | - | 54 | - | 1 | - | - | (109 | ) | - | |||||||||||||||||||||||||||||||
Derivatives |
(2,248 | ) | (83 | ) | - | (2 | ) | 4 | - | 11 | 2 | - | (2,316 | ) | (114 | ) | ||||||||||||||||||||||||||||
(2,414 | ) | (81 | ) | - | (2 | ) | 58 | - | 12 | 2 | - | (2,425 | ) | (114 | ) |
1 | Includes impairments and movements related to fair value hedges. |
2 | Total gains / (losses) for the period during which the financial instrument was in Level III. |
Annual Report on Form 20-F 2012 | 173 |
Financial assets carried at fair value |
At January 1, 2011 |
Total gains / losses in income statement 1 |
Total gains / losses in OCI |
Purchases | Sales | Settlements | Net exchange difference |
Transfers from levels I and II |
Transfers to levels I and II |
At December 31, 2011 |
Total gains or losses for the period included in the profit and loss for assets held at December 31, 2011 2 |
|||||||||||||||||||||||||||||||||
Available for sale investments | ||||||||||||||||||||||||||||||||||||||||||||
Shares |
555 | 72 | (117 | ) | 122 | (179 | ) | (1 | ) | 6 | 2 | (1 | ) | 459 | - | |||||||||||||||||||||||||||||
Debt securities |
3,788 | 30 | (4 | ) | 556 | (273 | ) | (587 | ) | 15 | 427 | (1,141 | ) | 2,811 | - | |||||||||||||||||||||||||||||
Other investments at fair value |
805 | (120 | ) | 32 | 133 | (65 | ) | (8 | ) | 22 | - | - | 799 | - | ||||||||||||||||||||||||||||||
5,148 | (18 | ) | (89 | ) | 811 | (517 | ) | (596 | ) | 43 | 429 | (1,142 | ) | 4,069 | - | |||||||||||||||||||||||||||||
Fair value through profit or loss | ||||||||||||||||||||||||||||||||||||||||||||
Shares |
1 | 2 | - | - | - | (10 | ) | - | 8 | (1 | ) | - | - | |||||||||||||||||||||||||||||||
Debt securities |
132 | (7 | ) | - | 1 | (28 | ) | (1 | ) | 1 | 25 | (4 | ) | 119 | (6 | ) | ||||||||||||||||||||||||||||
Other investments at fair value |
1,205 | 116 | - | 107 | (170 | ) | - | 48 | 203 | (81 | ) | 1,428 | 128 | |||||||||||||||||||||||||||||||
Investments for account of policyholders |
2,352 | (40 | ) | - | 301 | (342 | ) | - | 22 | 129 | (197 | ) | 2,225 | 22 | ||||||||||||||||||||||||||||||
Derivatives |
178 | 145 | - | 13 | (29 | ) | (15 | ) | 9 | - | - | 301 | 165 | |||||||||||||||||||||||||||||||
3,868 | 216 | - | 422 | (569 | ) | (26 | ) | 80 | 365 | (283 | ) | 4,073 | 309 | |||||||||||||||||||||||||||||||
Financial liabilities carried at fair value | ||||||||||||||||||||||||||||||||||||||||||||
Investment contracts for account of policyholders |
(178 | ) | 9 | - | - | 7 | - | (4 | ) | - | - | (166 | ) | - | ||||||||||||||||||||||||||||||
Derivatives |
(1,050 | ) | (1,153 | ) | - | (1 | ) | 7 | - | (51 | ) | - | - | (2,248 | ) | (480 | ) | |||||||||||||||||||||||||||
(1,228 | ) | (1,144 | ) | - | (1 | ) | 14 | - | (55 | ) | - | - | (2,414 | ) | (480 | ) |
1 | Includes impairments and movements related to fair value hedges. |
2 | Total gains / (losses) for the period during which the financial instrument was in Level III. |
During 2012, Aegon transferred certain financial instruments from Levels I and II to Level III of the fair value hierarchy. The amount of the total assets transferred was EUR 1,496 million (2011: EUR 794 million). The reason for the change in level was that the market for these securities had become inactive, which led to a change in market observability of prices. Prior to transfer, the fair value for the Level I and II securities was determined using observable market transactions or corroborated broker quotes for the same or similar instruments. Since the transfer, all such assets have been valued using valuation models incorporating significant non market-observable inputs or not corroborated broker quotes.
Similarly, during 2012, Aegon transferred certain financial instruments from Level III to other levels of the fair value hierarchy. The recorded amount of the total assets transferred was EUR 1,247 million (2011: EUR 1,425 million). The change in level was mainly the result of a return of activity in the market for these securities.
The total net amount of loss recognized in the income statement on Level III financial instruments amounted to EUR 125 million (pre-tax) (2011: EUR 946 million loss).
174 | Notes to the consolidated financial statements of Aegon N.V. Note 3 |
Effect of changes in significant unobservable assumptions to reasonably possible alternatives
The following table shows the sensitivity of the fair value of Level III instruments to changes in key assumptions, by class of instrument:
December 31, 2012 | December 31, 2011 | |||||||||||||||||||||||||||
Financial assets carried at fair value | Note | Carrying amount |
Effect of reasonably alternative |
Carrying amount |
Effect of reasonably possible alternative assumptions (+/-) |
|||||||||||||||||||||||
increase |
decrease |
increase |
decrease |
|||||||||||||||||||||||||
Available for sale investments | ||||||||||||||||||||||||||||
Shares |
a | 376 | 18 | (18 | ) | 459 | 21 | (21 | ) | |||||||||||||||||||
Debt securities |
b | 2,683 | 127 | (127 | ) | 2,811 | 143 | (143 | ) | |||||||||||||||||||
Other |
c | 883 | 14 | (13 | ) | 799 | 13 | (13 | ) | |||||||||||||||||||
Financial assets designated at fair value through profit or loss | ||||||||||||||||||||||||||||
Debt securities |
77 | 7 | (7 | ) | 119 | 5 | (5 | ) | ||||||||||||||||||||
Other investments at fair value |
d | 1,416 | 124 | (124 | ) | 1,428 | 142 | (142 | ) | |||||||||||||||||||
Derivatives |
e | 182 | 17 | (14 | ) | 7 | 1 | (1 | ) | |||||||||||||||||||
Financial liabilities carried at fair value | ||||||||||||||||||||||||||||
Derivatives |
f | 2,316 | 117 | (112 | ) | 2,248 | 101 | (112 | ) |
Investments for account of policyholders are excluded from the reasonably possible alternative assumptions disclosure. Policyholder assets, and their returns, belong to policyholders and do not impact Aegons net income or equity. The effect on total assets is offset by the effect on total liabilities.
In order to determine reasonably possible alternative assumptions, Aegon adjusted key unobservable models inputs are as follows:
a. | Available-for-sale shares include shares in the Federal Home Loan Bank for an amount of EUR 126 million (2011: EUR 143 million) that are measured at par. The bank has implicit financial support from the United States government. The redemption value of the shares is fixed at par and can only be redeemed by the bank. Remaining share positions were stressed by 10% up or down. |
b. | Debt securities mainly consist of corporate bonds (EUR 580 million; 2011: EUR 742 million) and other structured debt securities (EUR 1,975 million; 2011: EUR 1,962 million). For corporate bonds the most significant unobservable input for the valuation of these securities is the credit spread / illiquidity premium. Aegon adjusted the price, based on the bid / ask spread Aegon observed in the market for these types of securities. For investments in structured debt securities (ABS, RMBS and CMBS), the most significant unobservable input for valuation of these securities is the credit spread / illiquidity premium. Aegon adjusted the discount rate by 100 basis points up or down for this input. |
c. | Other mainly consists of tax credits that are measured at fair value using an internal model. The most significant unobservable input for valuation of these tax credits is the discount rate. Aegon adjusted the discount rate by 50 basis points up or down for this input. |
d. | Other investments at fair value include investments exposed to real estate (EUR 667 million; 2011: EUR 522 million) and private equity investments (EUR 647 million; 2011: EUR 731 million). Aegon adjusted the assumption pertaining to real estate values up or down by 10%. This change is reflective of the range presented to senior management when analyzing investment opportunities for approval. For private equity investments the underlying investments are of a very diversified nature in terms of type of investments, investment strategy and sector. There is no one significant unobservable assumption or combination of assumptions that could be identified and used to compute a reasonably possible alternative assumption analysis for this portfolio. |
e. | Included in derivatives is EUR 167 million (2011: EUR 0 million) relating to a longevity index derivative of Aegon The Netherlands. Aegon adjusted longevity with 2% up or down for this input, compared to the prospective mortality table in determining the value of this derivative. Derivatives exclude derivatives for account of policyholders amounting to EUR 119 million (2011: EUR 294 million). |
f. | Derivatives mainly consist of embedded derivatives related to guarantees for which the most significant unobservable input is the credit spread. The credit spread was increased or decreased by 20 basis points. |
Annual Report on Form 20-F 2012 | 175 |
Impairment of financial assets
There are a number of significant risks and uncertainties inherent in the process of monitoring investments and determining if impairment exists. These risks and uncertainties include the risk that the Groups assessment of an issuers ability to meet all of its contractual obligations will change based on changes in the credit characteristics of that issuer and the risk that the economic outlook will be worse than expected or have more of an impact on the issuer than anticipated. Any of these situations could result in a charge against the income statement to the extent of the impairment charge recorded.
Debt securities
Aegon regularly monitors industry sectors and individual debt securities for evidence of impairment. This evidence may include one or more of the following: 1) deteriorating market to book ratio, 2) increasing industry risk factors, 3) deteriorating financial condition of the issuer, 4) covenant violations, 5) high probability of bankruptcy of the issuer or 6) recognized credit rating agency downgrades. Additionally, for ABS, cash flow trends and underlying levels of collateral are monitored.
Residential mortgage-backed securities (RMBS) are monitored and reviewed on a monthly basis. Detailed cash flow models using the current collateral pool and capital structure on the portfolio are performed quarterly. Model output is generated under a base and several stress-case scenarios. Aegons RMBS asset specialists utilize industry modeling software to perform a loan-by-loan, bottom-up approach to modeling. Key assumptions used in the models are projected defaults, loss severities, and prepayments. Each of these key assumptions varies greatly based on the significantly diverse characteristics of the current collateral pool for each security. Loan-to-value, loan size, and borrower credit history are some of the key characteristics used to determine the level of assumption that is utilized.
Defaults were estimated by identifying the loans that are in various delinquency buckets and defaulting a certain percentage of them over the near-term and long-term. Assumed defaults on delinquent loans are dependent on the specific securitys collateral attributes and historical performance. Loss severity assumptions were determined by obtaining historical rates from broader market data and by adjusting those rates for vintage, specific pool performance, collateral type, mortgage insurance and estimated loan modifications. Prepayments were estimated by examining historical averages of prepayment activity on the underlying collateral. Once the entire pool is modeled, the results are analyzed by internal asset specialists to determine whether or not a particular tranche or holding is at risk for not collecting all contractual cash flows taking into account the seniority and other terms of the tranches held. Aegon will impair its particular tranche to fair value where it would not be able to receive all contractual cash flows.
Commercial mortgage-backed securities (CMBS) are monitored and reviewed on a monthly basis. Detailed cash flow models using the current collateral pool and capital structure on the portfolio are performed quarterly. Model output is generated under base and several stress-case scenarios by Aegons CMBS asset specialists. For conduit securities, a widely recognized industry modeling software is used to perform a loan-by-loan, bottom-up approach to modeling. For non-conduit securities, a CMBS asset specialist works closely with Aegons real estate valuation group to determine underlying asset valuation and risk. Both methodologies incorporate external estimates on the property market, capital markets, property cash flows, and loan structure. Results are then closely analyzed by the asset specialist to determine whether or not a principal or interest loss is expected to occur. Aegon will impair a particular tranche to fair value where it would not be able to receive all contractual cash flows.
Other ABS securities are monitored and reviewed on a monthly basis. Where ratings have declined to below investment grade, the individual debt securities have been modeled. Results are then closely analyzed by the asset specialist to determine whether or not a principal or interest loss is expected to occur. Aegon will impair its particular tranche to fair value where it would not be able to receive all contractual cash flows.
Shares
Objective evidence of impairment of an investment in an equity instrument classified as available-for-sale includes information about significant changes with an adverse effect that have taken place in the technological, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered. A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost is also objective evidence of impairment. Significant or prolonged decline is defined as an unrealized loss position for more than 6 months or a fair value of less than 80% of the original cost price of the investment. Additionally, as part of an ongoing process, the equity analysts actively monitor earnings releases, company fundamentals, new developments and industry trends for any signs of possible impairment. If an available-for-sale equity security is impaired based upon Aegons qualitative or quantitative impairment criteria, any further declines in the fair value at subsequent reporting dates are recognized as impairments. Therefore, at each reporting period, for an equity security that is
176 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
determined to be impaired based upon Aegons impairment criteria, an impairment is recognized for the difference between the fair value and the original cost basis, less any previously recognized impairments.
Goodwill
Goodwill is reviewed and tested for impairment under a fair value approach. Goodwill must be tested for impairment at least annually or more frequently as a result of an event or change in circumstances that would indicate an impairment charge may be necessary. The recoverable amount is the higher of the value in use and fair value less costs to sell for a cash-generating unit. Impairment testing requires the determination of the value in use or fair value less costs for each of Aegons identified cash generating units.
The valuation utilized the best available information, including assumptions and projections considered reasonable and supportable by management. The assumptions used in the valuation involve significant judgments and estimates. Refer to note 21 for more details.
Valuation of defined benefit plans
The liabilities or assets recognized in the statement of financial position in respect of defined benefit plans is the difference between the present value of the projected defined benefit obligation at the balance sheet date and the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs. The present value of the defined benefit obligation is determined by discounting the estimated future cash flows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity that approximate the terms of the related pension liability. Actuarial assumptions used in the measurement of the liability include the discount rate, the expected return on plan assets, estimated future salary increases and estimated future pension increases. To the extent that actual experience deviates from these assumptions, the valuation of defined benefit plans and the level of pension expenses recognized in the future may be affected.
Recognition of deferred tax assets
Deferred tax assets are established for the tax benefit related to deductible temporary differences, carry forwards of unused tax losses and carry forwards of unused tax credits when in the judgment of management it is more likely than not that Aegon will receive the tax benefits. Since there is no absolute assurance that these assets will ultimately be realized, management reviews Aegons deferred tax positions periodically to determine if it is more likely than not that the assets will be realized. Periodic reviews include, among other things, the nature and amount of the taxable income and deductible expenses, the expected timing when certain assets will be used or liabilities will be required to be reported and the reliability of historical profitability of businesses expected to provide future earnings. Furthermore, management considers tax-planning strategies it can utilize to increase the likelihood that the tax assets will be realized. These strategies are also considered in the periodic reviews.
Recognition of provisions
Provisions are established for contingent liabilities when it is probable that a past event has given rise to a present obligation or loss, the settlement of the obligation will probably lead to an outflow of resources embodying economic benefits and the amount can be reasonably estimated. Management exercises judgment in evaluating the probability that a loss will be incurred. The estimate of the amount of a loss requires management judgment in the selection of a proper calculation model and the specific assumptions related to the particular exposure.
4 Financial and insurance risks
General
As an insurance company, Aegon is in the business of risk and as a result is exposed to a variety of risks. A description of Aegons risk management and control systems is given below on the basis of significant identified risks for the company. Some risks, such as currency translation risk, are related to the international nature of Aegons business. Other risks include insurance related risks, such as changes in mortality and morbidity. However, Aegons largest exposures are to changes in financial markets (e.g. interest rate, credit and equity market risks) that affect the value of the investments, liabilities from products that Aegon sells, deferred expenses and value of business acquired.
Aegon manages risk at local level where business is transacted, based on principles and policies established at the Group level. Aegons integrated approach to risk management involves common measurement of risk and scope of risk coverage to allow for aggregation of the Groups risk position.
To manage its risk exposure, Aegon has risk policies in place. Many of these policies are group-wide while others are specific to the unique situation of local businesses. The Group level policies limit the Groups exposure to major risks such as equity, interest rates,
Annual Report on Form 20-F 2012 | 177 |
credit and currency. The limits in these policies in aggregate remain within the Groups overall tolerance for risk and the Groups financial resources. Operating within this policy framework, Aegon employs risk management programs including asset liability management (ALM) processes and models, hedging programs (which are largely conducted via the use of derivatives) and insurance programs (which are largely conducted through the use of reinsurance). These risk management programs are in place in each country unit and are not only used to manage risk in each unit, but are also part of the Groups overall risk management.
Aegon operates a Derivative Use Policy and a Reinsurance Use Policy to govern its usage of derivatives and reinsurance. These policies establish the control, authorization, execution and monitoring requirements of the usage of such instruments. In addition, these policies stipulate necessary mitigation of credit risk created through these derivatives and reinsurance risk management tools. For derivatives, credit risk is normally mitigated by requirements to post collateral via credit support annex agreements. For reinsurance, credit risk is normally mitigated by downgrade triggers allowing Aegons recapture of business, funds withheld by treaties (when Aegon owns the assets) and assets held in trust for the benefit of Aegon (in the event of reinsurer insolvency).
As part of its risk management programs, Aegon takes inventory of its current risk position across risk categories. Aegon also measures the sensitivity of net income and shareholders equity under both deterministic and stochastic scenarios. Management uses the insight gained through these what if? scenarios to manage the Groups risk exposure and capital position. The models, scenarios and assumptions used are reviewed regularly and updated as necessary.
Results of Aegons sensitivity analyses are presented throughout this section to show the estimated sensitivity of net income and shareholders equity to various scenarios. For each type of market risk, the analysis shows how net income and shareholders equity would have been affected by changes in the relevant risk variable that were reasonably possible at the reporting date. For each sensitivity test the impact of a reasonably possible change in a single factor is shown. The analysis considers the interdependency between interest rates and lapse behavior for products sold in the Americas where there is clear evidence of dynamic lapse behavior. Management action is taken into account to the extent that it is part of Aegons regular policies and procedures, such as established hedging programs. However, incidental management actions that would require a change in policies and procedures are not considered.
Each sensitivity analysis reflects the extent to which the shock tested would affect managements critical accounting estimates and judgment in applying Aegons accounting policies. Market-consistent assumptions underlying the measurement of non-listed assets and liabilities are adjusted to reflect the shock tested. The shock may also affect the measurement of assets and liabilities based on assumptions that are not observable in the market. For example, a shock in interest rates may lead to changes in the amortization schedule of DPAC or to increased impairment losses on equity investments. Although managements short-term assumptions may change if there is a reasonably possible change in a risk factor, long-term assumptions will generally not be revised unless there is evidence that the movement is permanent. This fact is reflected in the sensitivity analyses provided below.
The accounting mismatch inherent in IFRS is also apparent in the reported sensitivities. A change in interest rates has an immediate impact on the carrying amount of assets measured at fair value. However, the shock will not have a similar effect on the carrying amount of the related insurance liabilities that are measured based on prudent assumptions or on managements long-term expectations. Consequently, the different measurement bases for assets and liabilities lead to increased volatility in IFRS net income and shareholders equity. Aegon has classified a significant part of its investment portfolio as available-for-sale, which is one of the main reasons why the economic shocks tested have a different impact on net income than on shareholders equity. Unrealized gains and losses on these assets are not recognized in the income statement but are booked directly to the revaluation reserves in shareholders equity, unless impaired. As a result, economic sensitivities predominantly impact shareholders equity but leave net income unaffected. The effect of movements of the revaluation reserve on capitalization ratios and capital adequacy are minimal. Aegons target ratio for the composition of its capital base is based on shareholders equity excluding the revaluation reserve.
The sensitivities do not reflect what the net income for the period would have been if risk variables had been different because the analysis is based on the exposures in existence at the reporting date rather than on those that actually occurred during the year. Nor are the results of the sensitivities intended to be an accurate prediction of Aegons future shareholders equity or earnings. The analysis does not take into account the impact of future new business, which is an important component of Aegons future earnings. It also does not consider all methods available to management to respond to changes in the financial environment, such as changing investment portfolio allocations or adjusting premiums and crediting rates. Furthermore, the results of the analyses cannot be extrapolated for wider variations since effects do not tend to be linear. No risk management process can clearly predict future results.
178 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
Currency exchange rate risk
As an international group, Aegon is subject to foreign currency translation risk. Foreign currency exposure exists when policies are denominated in currencies other than the issuers functional currency. Currency risk in the investment portfolios backing insurance and investment liabilities is managed using asset liability matching principles. Assets allocated to equity are kept in local currencies to the extent shareholders equity is required to satisfy regulatory and self-imposed capital requirements. Therefore, currency exchange rate fluctuations will affect the level of shareholders equity as a result of translation of subsidiaries into euro, the Groups presentation currency. Aegon holds the remainder of its capital base (perpetual capital securities, subordinated and senior debt) in various currencies in amounts that are targeted to correspond to the book value of the country units. This balancing mitigates currency translation impacts on shareholders equity and leverage ratios. Aegon does not hedge the income streams from the main non-euro units and, as a result, earnings may fluctuate due to currency translation. As Aegon has significant business segments in the Americas and in the United Kingdom, the principal sources of exposure from currency fluctuations are from the differences between the US dollar and the euro and between the UK pound and the euro. Aegon may experience significant changes in net income and shareholders equity because of these fluctuations.
Aegon operates a Currency Risk Policy which applies currency risk exposure limits both at Group and regional levels, and under which direct currency speculation or program trading by country units is not allowed unless explicit approval has been granted by the Group Risk and Capital Committee. Assets should be held in the functional currency of the business written or hedged back to that currency. Where this is not possible or practical, remaining currency exposure should be sufficiently documented and limits are placed on the total exposure at both group level and for individual country units.
Information on Aegons 3-year historical net income / (loss) and shareholders equity in functional currency are shown in the table below:
2012 | 2011 | 2010 | ||||||||||||||||||
Net income | ||||||||||||||||||||
Americas (in USD) |
1,316 | 895 | 1,458 | |||||||||||||||||
The Netherlands (in EUR) |
252 | 419 | 711 | |||||||||||||||||
United Kingdom (in GBP) |
137 | (45 | ) | 72 | ||||||||||||||||
New markets (in EUR) |
249 | 111 | 118 | |||||||||||||||||
Equity in functional currency | ||||||||||||||||||||
Americas (in USD) |
23,892 | 22,750 | 21,208 | |||||||||||||||||
The Netherlands (in EUR) |
5,355 | 4,210 | 4,080 | |||||||||||||||||
United Kingdom (in GBP) |
3,460 | 2,947 | 2,469 | |||||||||||||||||
New markets (in EUR) |
2,451 | 2,320 | 2,067 | |||||||||||||||||
The exchange rates for US dollar and UK pound per euro for each of the last five year-ends are set forth in the table below: | ||||||||||||||||||||
Closing rates | 2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||
USD |
1.32 | 1.30 | 1.34 | 1.44 | 1.39 | |||||||||||||||
GBP |
0.81 | 0.84 | 0.86 | 0.89 | 0.95 |
Aegon Group companies foreign currency exposure from monetary assets and liabilities denominated in foreign currencies is not material.
The estimated approximate effects on net income and shareholders equity of movements in the exchange rates of Aegons non-euro currencies relative to the euro as included in the table below are due to the translation of subsidiaries and joint-ventures in the consolidated financial statements.
Annual Report on Form 20-F 2012 | 179 |
Sensitivity analysis of net income and shareholders equity to translation risk
Movement of markets 1) | Estimated approximate effects on net income |
Estimated approximate effects on shareholders equity |
||||
2012 | ||||||
Increase by 15% of non-euro currencies relative to the euro |
193 | 2,621 | ||||
Decrease by 15% of non-euro currencies relative to the euro |
(193) | (2,621 | ) | |||
2011 |
||||||
Increase by 15% of non-euro currencies relative to the euro |
77 | 3,079 | ||||
Decrease by 15% of non-euro currencies relative to the euro |
(77) | (3,079 | ) |
1 | The effect of currency exchange movements is reflected as a one-time shift up or down in the value of the non-euro currencies relative to the euro on December 31. |
Interest rate risk
Aegon bears interest rate risk with many of its products. In cases where cash flows are highly predictable, investing in assets that closely match the cash flow profile of the liabilities can offset this risk. For some Aegon country units, local capital markets are not well developed, which prevents the complete matching of assets and liabilities for those businesses. For some products, cash flows are less predictable as a result of policyholder actions that can be affected by the level of interest rates.
In periods of rapidly increasing interest rates, policy loans, surrenders and withdrawals may and usually do increase. Premiums in flexible premium policies may decrease as policyholders seek investments with higher perceived returns. This activity may result in cash payments by Aegon requiring the sale of invested assets at a time when the prices of those assets are adversely affected by the increase in market interest rates; this may result in realized investment losses. These cash payments to policyholders result in a decrease in total invested assets and a decrease in net income. Among other things, early withdrawals may also require accelerated amortization of DPAC, which in turn reduces net income.
During periods of sustained low interest rates, Aegon may not be able to preserve margins as a result of minimum interest rate guarantees and minimum guaranteed crediting rates provided on policies. Also, investment earnings may be lower because the interest earnings on new fixed-income investments are likely to have declined with the market interest rates. Mortgages and redeemable bonds in the investment portfolio are more likely to be repaid as borrowers seek to borrow at lower interest rates and Aegon may be required to reinvest the proceeds in securities bearing lower interest rates. Accordingly, net income declines as a result of a decrease in the spread between returns on the investment portfolio and the interest rates either credited to policyholders or assumed in reserves.
Aegon manages interest rate risk closely taking into account all of the complexity regarding policyholder behavior and management action. Aegon employs sophisticated interest rate measurement techniques and actively uses derivatives and other risk mitigation tools to closely manage its interest rate risk exposure. Aegon operates an Interest Rate Risk policy that limits the amount of interest rate risk to which the Group is exposed. All derivative use is governed by Aegons Derivative Use Policy.
The following table shows interest rates at the end of each of the last five years.
2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
3-month US LIBOR |
0.31% | 0.58% | 0.30% | 0.25% | 1.42% | |||||||||||||||
3-month EURIBOR |
0.19% | 1.36% | 1.01% | 0.70% | 2.89% | |||||||||||||||
10-year US Treasury |
1.76% | 1.88% | 3.29% | 3.83% | 2.22% | |||||||||||||||
10-year Dutch government |
1.50% | 2.19% | 3.15% | 3.56% | 3.54% |
The sensitivity analysis in the table below shows an estimate of the effect of a parallel shift in the yield curves on net income and shareholders equity. In general, increases in interest rates have a negative effect on shareholders equity and a positive impact on net income in the current year because it results in unrealized losses on investments that are carried at fair value. The rising interest rates would also cause the fair value of the available-for-sale bond portfolio to decline and the level of unrealized gains would become too low to support recoverability of the full deferred tax asset triggering an allowance charge to income. The offsetting economic gain on the insurance and investment contracts is however not fully reflected in the sensitivities because many of these liabilities are not
180 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
measured at fair value. Over time, the short-term reduction in net income due to rising interest rates would be offset by higher net income in later years, all else being equal. Therefore, rising interest rates are not considered a long-term risk to the Group.
The sensitivity analysis reflects the assets and liabilities held at year end. This does not necessarily reflect the risk exposure during the year as significant events do not necessarily occur on January 1.
Parallel Movement of Yield Curve | Estimated approximate effects on net income |
Estimated approximate effects on shareholders equity |
||||
2012 | ||||||
Shift up 100 basis points |
285 | (4,143 | ) | |||
Shift down 100 basis points |
(271) | 3,598 | ||||
2011 |
||||||
Shift up 100 basis points |
77 | (3,714 | ) | |||
Shift down 100 basis points |
(55) | 3,435 |
Credit risk
As premiums and deposits are received, these funds are invested to pay for future policyholder obligations. For general account products, Aegon typically bears the risk for investment performance equaling the return of principal and interest. Aegon is exposed to credit risk on its general account fixed-income portfolio (debt securities, mortgages and private placements), OTC derivatives and reinsurance contracts. Some issuers have defaulted on their financial obligations for various reasons, including bankruptcy, lack of liquidity, downturns in the economy, downturns in real estate values, operational failure and fraud. During the financial crisis, Aegon incurred significant investment impairments on Aegons investment assets due to defaults and overall declines in the capital markets. Further excessive defaults or other reductions in the value of these securities and loans could have a materially adverse effect on Aegons business, results of operations and financial condition.
The table that follows shows the Groups maximum exposure to credit risk from investments in general account financial assets, as well as general account derivatives and reinsurance assets, collateral held and net exposure. Please refer to note 49 and note 50 for further information on capital commitments and contingencies, and on collateral given, which may expose the Group to credit risk.
2012 | Maximum exposure to credit risk |
Cash | Securities |
Letters / guarantees |
Real estate property |
Master netting agreements |
Other | Total collateral |
Surplus collateral (or overcollateralization) |
Net exposure |
||||||||||||||||||||||||||||||
Shares |
1,899 | - | - | - | - | - | - | - | - | 1,899 | ||||||||||||||||||||||||||||||
Debt securities - carried at fair value |
97,819 | - | - | 822 | - | - | - | 822 | - | 96,997 | ||||||||||||||||||||||||||||||
Debt securities - carried at amortized cost |
189 | - | 9 | - | - | - | - | 9 | - | 180 | ||||||||||||||||||||||||||||||
Money market and other short-term investments - carried at fair value |
9,797 | - | 718 | - | - | - | - | 718 | 17 | 9,096 | ||||||||||||||||||||||||||||||
Mortgage loans - carried at amortized cost |
27,077 | 1,450 | - | 1,567 | 35,806 | - | 2 | 38,825 | 12,707 | 959 | ||||||||||||||||||||||||||||||
Private loans - carried at amortized cost |
1,013 | - | - | - | - | - | - | - | - | 1,013 | ||||||||||||||||||||||||||||||
Other loans - carried at amortized cost |
2,490 | - | - | - | - | - | 2,073 | 2,073 | 1,324 | 1,741 | ||||||||||||||||||||||||||||||
Other financial assets - carried at fair value |
3,219 | - | 1 | - | - | - | - | 1 | - | 3,218 | ||||||||||||||||||||||||||||||
Derivatives |
20,844 | 5,242 | 655 | - | - | 14,599 | - | 20,496 | 121 | 469 | ||||||||||||||||||||||||||||||
Reinsurance assets |
11,891 | - | 6,516 | 201 | - | - | - | 6,717 | - | 5,174 | ||||||||||||||||||||||||||||||
At December 31 | 176,238 | 6,692 | 7,899 | 2,590 | 35,806 | 14,599 | 2,075 | 69,661 | 14,169 | 120,746 |
Annual Report on Form 20-F 2012 | 181 |
2011 | Maximum exposure to credit risk |
Cash | Securities | Letters / guarantees |
Real estate property |
Master netting agreements |
Other | Total collateral |
Surplus collateral (or overcollateralization) |
Net exposure |
||||||||||||||||||||||||||||||
Shares |
1,837 | - | - | - | - | - | - | - | - | 1,837 | ||||||||||||||||||||||||||||||
Debt securities - carried at fair value |
96,251 | - | - | 1,009 | - | - | - | 1,009 | - | 95,242 | ||||||||||||||||||||||||||||||
Debt securities - carried at amortized cost |
168 | - | - | - | - | - | - | - | - | 168 | ||||||||||||||||||||||||||||||
Money market and other short-term investments - carried at fair value |
10,472 | - | 1,345 | - | - | - | - | 1,345 | 28 | 9,155 | ||||||||||||||||||||||||||||||
Mortgage loans - carried at amortized cost |
26,012 | 1,146 | - | 1,187 | 36,027 | - | 1 | 38,361 | 13,117 | 768 | ||||||||||||||||||||||||||||||
Private loans - carried at amortized cost |
927 | - | - | - | - | - | - | - | - | 927 | ||||||||||||||||||||||||||||||
Other loans - carried at amortized cost |
2,797 | - | - | - | - | - | 2,160 | 2,160 | 972 | 1,609 | ||||||||||||||||||||||||||||||
Other financial assets - carried at fair value |
2,831 | - | 1 | - | - | - | - | 1 | - | 2,830 | ||||||||||||||||||||||||||||||
Derivatives |
14,791 | 4,439 | 514 | - | - | 9,873 | - | 14,826 | 190 | 155 | ||||||||||||||||||||||||||||||
Reinsurance assets |
11,439 | - | 5,549 | 232 | - | - | - | 5,781 | - | 5,658 | ||||||||||||||||||||||||||||||
At December 31 | 167,525 | 5,585 | 7,409 | 2,428 | 36,027 | 9,873 | 2,161 | 63,483 | 14,307 | 118,349 |
Shares
Further information on equity risk is provided in section equity market and other investment risk.
Debt securities
Several bonds in Aegon USAs portfolio are insured by monoline insurers. Further information on the monoline insurers is provided in section Additional information on credit risk, unrealized losses and impairments.
Collateral for structured securities such as ABS, RMBS and CMBS is not included in the table above. Whilst collateral for structured securities is present, the collateral is however related to the cash flows for paying the principal and interest on the securities and not to mitigate credit risk. The credit risk management relating to structured securities is disclosed in the credit risk concentrations section of this note.
Money market and short term investments
The collateral reported for the money market and short term investments are related to tri-party repurchase agreements (repos). Within tri-party repos Aegon invests under short term reverse repurchase agreements and the counterparty posts collateral to a third party custodian. The collateral posted is typically high-quality short term securities and is only accessible to Aegon in the event the counterparty defaults.
Mortgage loans
The real estate collateral for mortgages includes both residential and commercial properties. The collateral for commercial mortgage loans in Aegon Americas is measured at fair value. At a minimum, on an annual basis, a fair value is estimated for each individual real estate property that has been pledged as collateral. When a loan is originally provided, an external appraisal is obtained to estimate the value of the property. In subsequent years, the value is typically estimated internally using various professionally accepted valuation methodologies. Internal appraisals are performed by qualified, professionally accredited personnel. International valuation standards are used and the most significant assumptions made during the valuation of real estate are the current cost of reproducing or replacing the property, the value that the propertys net earning power will support, and the value indicated by recent sales of comparable properties. Valuations are primarily supported by market evidence. For Aegon The Netherlands collateral for the residential mortgages is measured as the foreclosure value which is indexed periodically.
182 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
Cash collateral for mortgage loans includes the savings that have been received to redeem the underlying mortgage loans at redemption date. These savings are part of the credit side of the statement of financial position, but reduce the credit risk for the mortgage loan as a whole.
Guarantees that have been received regarding mortgage loans that fulfill certain criteria of the Dutch Mortgage loan Guarantee (NHG) are presented in the letters of credit/guarantees column. These specific mortgage loans are partly guaranteed by a Dutch Government Trust (Stichting Waarborgfonds Eigen Woningen). The guarantee encompasses the remaining debt for these mortgage loans (being the remainder of the mortgage loan minus the forced sale auction value).
Derivatives
The master netting agreements column in the table relates to derivative liability positions which are used in Aegons credit risk management. The offset in the master netting agreements column includes balances where there is a legally enforceable right of offset, but no intention to settle these balances on a net basis under normal circumstances. As a result, there is a net exposure for credit risk management purposes. However, as there is no intention to settle these balances on a net basis, they do not qualify for net presentation for accounting purposes.
Reinsurance assets
The collateral related to the reinsurance assets include assets in trust that are held by the reinsurer for the benefit of Aegon. The assets in trust can be accessed to pay policyholder benefits in the event the reinsurers fail to perform under the terms of their contract. Further information on the related reinsurance transactions is included in note 26.
Other loans
The collateral included in the other column represents the policyholders account value for policy loans. The excess of the account value over the loan value is included in the surplus collateral column. For further information on the policy loans refer to note 22.1.
The total collateral includes both under- and over-collateralized positions. To present a net exposure of credit risk, the over collateralization, which is shown in the surplus collateral column, is extracted from the total collateral.
CDOs and CDSs
Aegon has entered into free-standing credit derivative transactions (Single Tranche Synthetic CDOs and Single Name Credit Default Swaps - CDSs). The positions outstanding at the end of the year were:
2012 | 2011 | |||||||||||||||
CDOs and CDSs | Notional | Fair value | Notional | Fair value | ||||||||||||
Synthetic CDOs |
58 | 19 | 39 | (2 | ) | |||||||||||
CDSs |
2,174 | 12 | 3,861 | (25 | ) | |||||||||||
Total | 2,232 | 31 | 3,900 | (27 | ) | |||||||||||
2012 | 2011 | |||||||||||||||
Credit derivative disclosure by quality | Notional | Fair value | Notional | Fair value | ||||||||||||
AAA |
93 | 1 | 1 | - | ||||||||||||
AA |
269 | 2 | 205 | (1 | ) | |||||||||||
A |
763 | 19 | 938 | (11 | ) | |||||||||||
BBB |
966 | (2 | ) | 624 | (5 | ) | ||||||||||
BB |
126 | 10 | 60 | (1 | ) | |||||||||||
B |
10 | 1 | 8 | - | ||||||||||||
CCC |
- | - | 2 | - | ||||||||||||
CC |
- | - | 2 | - | ||||||||||||
Not rated |
5 | - | 16 | - | ||||||||||||
2,232 | 31 | 1,856 | (18 | ) | ||||||||||||
Canadian credit derivatives |
- | - | 2,044 | (9 | ) | |||||||||||
Total | 2,232 | 31 | 3,900 | (27 | ) |
Annual Report on Form 20-F 2012 | 183 |
Certain derivatives are used to add risk by selling protection in the form of single name credit default swaps and tranches of synthetic collateralized debt obligations. The table above provides a breakdown to credit quality of these credit derivatives. Refer to note 24 for more details.
In 2012, the swaps linked to collateralized debt obligations (Canadian credit derivatives), with a notional amount of EUR 2.0 billion at December 31, 2011, were unwound.
Credit risk management
Aegon manages credit risk exposure by individual counterparty, sector and asset class, including cash positions. Normally, Aegon mitigates credit risk in derivative contracts by entering into collateral agreements, where practical, and in ISDA master netting agreements for each of Aegons legal entities to facilitate Aegons right to offset credit risk exposure. Main counterparties to these transactions are investment banks which are typically rated A or higher. The credit support agreement will normally dictate the threshold over which collateral needs to be pledged by Aegon or its counterparty. Transactions requiring Aegon or its counterparty to post collateral are typically the result of OTC derivative trades, comprised mostly of interest rate swaps, currency swaps, and credit swaps. Collateral received is mainly cash (USD and EUR). The Credit Support Agreements that outline the acceptable collateral require high quality instruments to be posted. In 2012 and 2011, Aegon did not take possession of collateral or call on other credit enhancements. The credit risk associated with financial assets subject to a master netting agreement is eliminated only to the extent that financial liabilities due to the same counterparty will be settled after the assets are realized.
The extent to which the exposure to credit risk is reduced through a master netting agreement may change substantially within a short period of time because the exposure is affected by each transaction subject to the arrangement. Aegon may also mitigate credit risk in reinsurance contracts by including down-grade clauses that allow the recapture of business, retaining ownership of assets required to support liabilities ceded or by requiring the reinsurer to hold assets in trust. For the resulting net credit risk exposure, Aegon employs deterministic and stochastic credit risk modeling in order to assess the Groups credit risk profile, associated earnings and capital implications due to various credit loss scenarios.
Aegon operates a Credit Name Limit Policy under which limits are placed on the aggregate exposure that it has to any one counterparty. Limits are placed on the exposure at both group level and individual country units. The limits also vary by a rating system, which is a composite of the main rating agencies (S&P, Moodys and Fitch) and Aegons internal rating of the counterparty. If an exposure exceeds the stated limit, then the exposure must be reduced to the limit for the country unit and rating category as soon as possible. Exceptions to these limits can only be made after explicit approval from Aegons Group Risk and Capital Committee (GRCC). The policy is reviewed regularly.
At December 31, 2012, there were four violations of the Credit Name Limit Policy at Group level, three received exemptions from Aegons GRCC and one from the US RCC. Two violations were casued by downgrades. Exposures to these names are being reduced. At December 31, 2011, there were two violations of the Credit Name Limit Policy at Group level. One was granted an exemption from Aegons GRCC. The second one was a minor violation resulting from exchange rate movements.
At December 31, 2012, Aegons largest credit exposures are to Austria, France, HSBC, JP Morgan and Rabobank. Aegon had large investments in sovereign backed assets, the largest being in Germany, the Netherlands, USA, UK and Austria. Highly rated sovereign assets (AAA rated) and domestically issued and owned in local currency sovereign exposures are excluded from the Credit Name Limit Policy.
Aegon Group level long-term counterparty exposure limits at the end of 2012 (unchanged compared to 2011) are as follows:
Amounts in EUR million | Group Limit | |
AAA |
900 | |
AA |
900 | |
A |
600 | |
BBB |
400 | |
BB |
250 | |
B |
125 | |
CCC or lower |
50 |
184 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
Credit rating
The ratings distribution of general account portfolios of Aegons major country units, excluding reinsurance assets, are presented in the table that follows, organized by rating category and split by assets that are valued at fair value and assets that are valued at amortized cost. Disclosure of ratings follows a hierarchy of S&P, Moodys, Fitch, Internal and National Association of Insurance Commissioners (NAIC).
Americas | The Netherlands | United Kingdom | New Markets | Total 2012 1) | ||||||||||||||||||||||||||||||||||||||||
Credit rating general account investments, excluding reinsurance assets 2012 |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Total carrying value |
|||||||||||||||||||||||||||||||||
Sovereign exposure |
- | 6,551 | 26 | 8,537 | - | 2,730 | - | 112 | 26 | 17,930 | 17,956 | |||||||||||||||||||||||||||||||||
AAA |
879 | 7,878 | 478 | 985 | - | 198 | - | 168 | 1,357 | 9,988 | 11,345 | |||||||||||||||||||||||||||||||||
AA |
3,431 | 9,124 | 206 | 4,077 | - | 2,189 | - | 478 | 3,637 | 15,868 | 19,505 | |||||||||||||||||||||||||||||||||
A |
1,662 | 26,841 | 127 | 3,280 | - | 3,880 | 90 | 1,030 | 1,879 | 35,048 | 36,927 | |||||||||||||||||||||||||||||||||
BBB |
408 | 18,402 | 70 | 2,026 | - | 2,057 | 85 | 1,439 | 563 | 23,924 | 24,487 | |||||||||||||||||||||||||||||||||
BB |
232 | 2,145 | 11 | 192 | - | 160 | 7 | 434 | 249 | 2,931 | 3,180 | |||||||||||||||||||||||||||||||||
B |
9 | 1,318 | 4 | 135 | - | 27 | 3 | 42 | 15 | 1,522 | 1,537 | |||||||||||||||||||||||||||||||||
CCC or lower |
8 | 883 | - | 15 | - | 10 | - | 16 | 8 | 924 | 932 | |||||||||||||||||||||||||||||||||
Assets not rated |
2,109 | 4,257 | 19,580 | 18,726 | 5 | 64 | 537 | 199 | 22,231 | 23,633 | 45,864 | |||||||||||||||||||||||||||||||||
Total | 8,738 | 77,399 | 20,502 | 37,973 | 5 | 11,315 | 722 | 3,918 | 29,965 | 131,768 | 161,733 | |||||||||||||||||||||||||||||||||
Past due and / or impaired assets |
172 | 1,506 | 522 | 266 | - | 30 | 161 | 7 | 856 | 1,810 | 2,666 | |||||||||||||||||||||||||||||||||
At December 31 | 8,910 | 78,905 | 21,024 | 38,239 | 5 | 11,345 | 883 | 3,925 | 30,821 | 133,578 | 164,399 |
1 | Includes investments of Holding and other activities. |
Americas | The Netherlands | United Kingdom | New Markets | Total 2011 1) | ||||||||||||||||||||||||||||||||||||||||
Credit rating general account investments, excluding reinsurance assets 2011 |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Total carrying value |
|||||||||||||||||||||||||||||||||
Sovereign exposure |
- | 6,430 | 89 | 9,085 | - | 2,632 | - | 172 | 89 | 18,320 | 18,409 | |||||||||||||||||||||||||||||||||
AAA |
718 | 10,014 | 379 | 1,612 | - | 150 | - | 246 | 1,097 | 12,765 | 13,862 | |||||||||||||||||||||||||||||||||
AA |
3,505 | 9,337 | 359 | 1,883 | - | 1,756 | 56 | 1,245 | 3,920 | 14,219 | 18,139 | |||||||||||||||||||||||||||||||||
A |
2,478 | 26,382 | 178 | 3,185 | - | 3,557 | 36 | 1,011 | 2,692 | 34,152 | 36,844 | |||||||||||||||||||||||||||||||||
BBB |
797 | 18,930 | 72 | 1,642 | - | 1,639 | 44 | 689 | 913 | 22,910 | 23,823 | |||||||||||||||||||||||||||||||||
BB |
283 | 2,088 | 20 | 189 | - | 109 | 11 | 409 | 314 | 2,794 | 3,108 | |||||||||||||||||||||||||||||||||
B |
4 | 1,050 | 6 | 7 | - | 24 | 3 | 26 | 13 | 1,106 | 1,119 | |||||||||||||||||||||||||||||||||
CCC or lower |
7 | 554 | - | 24 | - | - | - | 16 | 7 | 594 | 601 | |||||||||||||||||||||||||||||||||
Assets not rated |
2,177 | 4,555 | 17,356 | 12,591 | 8 | 55 | 492 | 178 | 20,033 | 17,635 | 37,668 | |||||||||||||||||||||||||||||||||
Total | 9,969 | 79,340 | 18,459 | 30,218 | 8 | 9,922 | 642 | 3,991 | 29,078 | 124,495 | 153,573 | |||||||||||||||||||||||||||||||||
Past due and / or impaired assets |
291 | 1,426 | 367 | 227 | - | 24 | 169 | (9 | ) | 827 | 1,686 | 2,513 | ||||||||||||||||||||||||||||||||
At December 31 | 10,260 | 80,766 | 18,826 | 30,445 | 8 | 9,946 | 811 | 4,000 | 29,905 | 126,181 | 156,086 |
1 | Includes investments of Holding and other activities. |
Annual Report on Form 20-F 2012 | 185 |
The following table shows the credit quality of the gross positions in the statement of financial position for general account reinsurance assets specifically:
Carrying value 2012 |
Carrying value 2011 |
|||||
AAA |
6 | 5 | ||||
AA |
3,970 | 7,891 | ||||
A |
5,546 | 2,213 | ||||
Below A |
1,895 | 43 | ||||
Not rated |
474 | 1,287 | ||||
At December 31 | 11,891 | 11,439 |
Credit risk concentration
The tables that follow present specific credit risk concentration information for general account financial assets.
Credit risk concentrations debt securities and money market investments 2012 |
Americas | The Netherlands |
United Kingdom |
New Markets | Total 2012 1) |
Of which past due and / or impaired assets |
||||||||||||||||||
Residential mortgage backed securities (RMBSs) |
5,079 | 1,141 | 639 | 323 | 7,183 | 1,232 | ||||||||||||||||||
Commercial mortgage backed securities (CMBSs) |
5,227 | 9 | 438 | 147 | 5,821 | 65 | ||||||||||||||||||
Asset Backed Securities (ABSs) - CDOs backed by ABS, Corp. Bonds, Bank loans |
507 | 781 | - | - | 1,287 | 18 | ||||||||||||||||||
ABSs Other |
2,476 | 322 | 1,055 | 61 | 3,915 | 61 | ||||||||||||||||||
Financial - Banking |
5,103 | 1,812 | 1,671 | 418 | 9,743 | 27 | ||||||||||||||||||
Financial - Other |
13,086 | 235 | 1,453 | 258 | 15,051 | 8 | ||||||||||||||||||
Industrial |
25,986 | 2,822 | 2,180 | 1,055 | 32,042 | 25 | ||||||||||||||||||
Utility |
5,403 | 610 | 878 | 248 | 7,138 | 3 | ||||||||||||||||||
Sovereign exposure |
9,611 | 11,523 | 2,966 | 1,522 | 25,625 | - | ||||||||||||||||||
At December 31 | 72,478 | 19,255 | 11,280 | 4,032 | 107,805 | 1,439 |
1 | Includes investments of Holding and other activities. |
Credit risk concentrations mortgage loans |
Americas | The Netherlands |
United Kingdom |
New Markets | Total 2012 1) |
Of which past due and / or impaired assets |
||||||||||||||||||
Agricultural |
261 | - | - | - | 261 | 30 | ||||||||||||||||||
Apartment |
1,152 | - | - | - | 1,152 | - | ||||||||||||||||||
Industrial |
1,095 | - | - | - | 1,095 | 46 | ||||||||||||||||||
Office |
2,314 | 16 | - | - | 2,330 | 46 | ||||||||||||||||||
Retail |
1,728 | 17 | - | - | 1,745 | 45 | ||||||||||||||||||
Other commercial |
253 | 40 | - | - | 293 | 12 | ||||||||||||||||||
Residential |
34 | 19,818 | - | 349 | 20,201 | 667 | ||||||||||||||||||
At December 31 | 6,837 | 19,891 | - | 349 | 27,077 | 846 |
1 | Includes investments of Holding and other activities. |
186 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
Credit risk concentrations debt securities and money market investments 2011 |
Americas | The Netherlands |
United Kingdom |
New Markets | Total 2011 1) | Of which past due and / or impaired assets |
||||||||||||||||||
Residential mortgage backed securities (RMBSs) |
5,031 | 1,300 | 527 | 302 | 7,160 | 1,127 | ||||||||||||||||||
Commercial mortgage backed securities (CMBSs) |
5,964 | 2 | 384 | 137 | 6,487 | 4 | ||||||||||||||||||
Asset Backed Securities (ABSs) - CDOs backed by ABS, Corp. Bonds, Bank loans |
633 | 732 | - | - | 1,365 | 23 | ||||||||||||||||||
ABSs Other |
3,131 | 262 | 986 | 59 | 4,440 | 71 | ||||||||||||||||||
Financial - Banking |
4,942 | 2,806 | 1,289 | 444 | 10,209 | 35 | ||||||||||||||||||
Financial - Other |
13,744 | 289 | 1,151 | 264 | 15,463 | 28 | ||||||||||||||||||
Industrial |
26,332 | 2,316 | 2,006 | 1,010 | 31,665 | 28 | ||||||||||||||||||
Utility |
5,678 | 438 | 821 | 259 | 7,196 | 34 | ||||||||||||||||||
Sovereign exposure |
9,096 | 9,495 | 2,726 | 1,589 | 22,906 | - | ||||||||||||||||||
At December 31 | 74,551 | 17,640 | 9,890 | 4,064 | 106,891 | 1,350 |
1 | Includes investments of Holding and other activities. |
Credit risk concentrations mortgage loans |
Americas | The Netherlands |
United Kingdom |
New Markets | Total 2011 | Of which past due and / or impaired assets |
||||||||||||||||||
Agricultural |
352 | - | - | - | 352 | 66 | ||||||||||||||||||
Apartment |
1,459 | - | - | - | 1,459 | 8 | ||||||||||||||||||
Industrial |
1,372 | - | - | - | 1,372 | 38 | ||||||||||||||||||
Office |
2,783 | 29 | - | - | 2,812 | 110 | ||||||||||||||||||
Retail |
1,816 | 18 | - | - | 1,834 | 60 | ||||||||||||||||||
Other commercial |
295 | 37 | - | - | 332 | 11 | ||||||||||||||||||
Residential |
39 | 17,465 | - | 347 | 17,851 | 527 | ||||||||||||||||||
At December 31 | 8,116 | 17,549 | - | 347 | 26,012 | 820 |
The fair value of Aegon Americas commercial and agricultural mortgage loan portfolio as per December 31, 2012 amounts to EUR 7,317 million (2011: EUR 8,563 million). The loan to value (LTV) amounts to about 61% (2011: 64%). Of the portfolio 1.43% (2011: 2.37%) is in delinquency (defined as 60 days in arrears). In 2012, Aegon Americas recognized EUR 24 million impairments (net of recoveries) on this portfolio. In 2012, Aegon Americas foreclosed upon, or recovered EUR 83 million of real state. The 2012 additional recoveries associated with these loans at the time of foreclosure amounted to EUR 2 million (2011: impairment of EUR 4 million).
The fair value of Aegon The Netherlands mortgage loan portfolio as per December 31, 2012 amounts to EUR 24,114 million (2011: EUR 18,910 million). The LTV amounts to about 92% (2011: 94%). A significant part of the portfolio (53%; 2011: 54%) is government guaranteed. Of the portfolio, 2.4% (2011: 1.0%) is in delinquency (defined as 60 days in arrears). Impairments in 2012 amounted to EUR 16 million (2011: EUR 12 million). Historical defaults of the portfolio have been between 2 and 9 basis points per year.
Included in the debt securities and money market investments are EUR 189 million of assets that have been classified as held-to-maturity and are therefore carried at amortized cost (2011: EUR 168 million), of which EUR 31 million government bonds (2011: EUR 31 million) and EUR 158 million corporate exposure (2011: EUR 137 million).
Monoline insurers
About EUR 0.9 billion of the bonds in Aegon USAs portfolio are insured by monoline insurers (2011: EUR 1.1 billion), of which EUR 419 million of bonds (2011: EUR 516 million) in the EUR 1.2 billion subprime portfolio (2011: EUR 1.4 billion). Expected claims against the monolines amount to EUR 108 million (2011: EUR 120 million), although an insolvency by one of the monolines could create significant market price volatility for the affected holdings.
Annual Report on Form 20-F 2012 | 187 |
The following table breaks down bonds in Aegon USAs portfolio that are insured by monoline insurers. The disclosure by rating follows a hierarchy of S&P, Moodys, Fitch, Internal and NAIC.
2012 | 2011 | |||||||||||||||
Bonds insured by monoline insurers |
Amortized |
Fair value |
Amortized |
Fair value | ||||||||||||
AAA |
53 | 57 | 121 | 125 | ||||||||||||
AA |
224 | 208 | 274 | 233 | ||||||||||||
< AA |
615 | 541 | 752 | 614 | ||||||||||||
At December 31 | 892 | 806 | 1,147 | 972 |
The rating that is provided by the rating agencies on these guaranteed bonds is the higher of the guarantors rating or the rating of the underlying bond itself.
Of the EUR 892 million (2011: EUR 1,147 million) indirect exposure on the monoline insurers, 34% relates to MBIA, 27% to AMBAC, 7% to FGIC and 24% to FSA (2011: 34% related to MBIA, 25% to AMBAC, 10% to FGIC and 26% to FSA).
At the end of 2012, Aegon USA had no indirect exposure via wrapped bonds via holdings in monoline insurers and derivative counterparty exposure where monoline insurers are Aegons counterparty (2011: EUR 8 million which was entirely related to MBIA).
Additional information on credit risk, unrealized losses and impairments
Debt instruments
The amortized cost and fair value of debt securities, money market investments and other, included in Aegons available-for-sale (AFS) and held to maturity (HTM) portfolios, are as follows as of December 31:
2012 | Amortized cost |
Unrealized gains |
Unrealized losses |
Total fair value |
Fair value of instruments with unrealized gains |
Fair value of instruments with unrealized losses |
||||||||||||||||||
Debt securities | ||||||||||||||||||||||||
United States Government |
5,067 | 779 | (9 | ) | 5,837 | 5,256 | 581 | |||||||||||||||||
Dutch Government |
3,483 | 448 | (1 | ) | 3,930 | 3,729 | 200 | |||||||||||||||||
Other Government |
13,134 | 1,957 | (50 | ) | 15,041 | 13,517 | 1,524 | |||||||||||||||||
Mortgage backed securities |
10,381 | 839 | (326 | ) | 10,894 | 8,626 | 2,268 | |||||||||||||||||
Asset backed securities |
7,037 | 475 | (440 | ) | 7,072 | 4,389 | 2,683 | |||||||||||||||||
Corporate |
47,864 | 6,455 | (585 | ) | 53,734 | 48,584 | 5,151 | |||||||||||||||||
Money market investments |
8,713 | - | - | 8,713 | 8,713 | - | ||||||||||||||||||
Other |
1,147 | 123 | (56 | ) | 1,214 | 854 | 360 | |||||||||||||||||
Total | 96,826 | 11,076 | (1,467 | ) | 106,435 | 93,668 | 12,767 | |||||||||||||||||
Of which held by Aegon Americas, NL and UK |
93,066 | 10,793 | (1,397 | ) | 102,462 | 90,513 | 11,949 |
188 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
2011 | Amortized cost |
Unrealized gains |
Unrealized losses |
Total fair value |
Fair value of instruments with unrealized gains |
Fair value of instruments with unrealized losses |
||||||||||||||||||
Debt securities | ||||||||||||||||||||||||
United States Government |
5,046 | 765 | (17 | ) | 5,794 | 4,669 | 1,125 | |||||||||||||||||
Dutch Government |
3,436 | 341 | - | 3,777 | 3,702 | 75 | ||||||||||||||||||
Other Government |
11,241 | 1,606 | (168 | ) | 12,679 | 10,496 | 2,183 | |||||||||||||||||
Mortgage backed securities |
11,756 | 526 | (746 | ) | 11,536 | 7,885 | 3,651 | |||||||||||||||||
Asset backed securities |
8,006 | 339 | (738 | ) | 7,607 | 3,520 | 4,087 | |||||||||||||||||
Corporate |
50,268 | 4,866 | (1,637 | ) | 53,497 | 41,962 | 11,535 | |||||||||||||||||
Money market investments |
9,382 | - | - | 9,382 | 9,382 | - | ||||||||||||||||||
Other |
929 | 48 | (90 | ) | 887 | 368 | 519 | |||||||||||||||||
Total | 100,064 | 8,491 | (3,396 | ) | 105,159 | 81,984 | 23,175 | |||||||||||||||||
Of which held by Aegon Americas, NL and UK |
96,086 | 8,288 | (3,204 | ) | 101,170 | 79,800 | 21,370 |
Unrealized bond losses by sector
The composition by industry categories of debt securities and money market investments that are included in Aegons available-for-sale and held to maturity portfolios in an unrealized loss position held by Aegon at December 31 is presented in the following table:
December 31, 2012 | December 31, 2011 | |||||||||||||
Unrealized losses - debt securities and money market investments |
Carrying value of instruments with unrealized losses |
Gross unrealized losses |
Carrying value of instruments with unrealized losses |
Gross unrealized losses |
||||||||||
Residential mortgage backed securities (RMBSs) |
2,121 | (413 | ) | 3,084 | (838 | ) | ||||||||
Commercial mortgage backed securities (CMBSs) |
857 | (103 | ) | 1,616 | (211 | ) | ||||||||
Asset Backed Securities (ABSs) - CDOs backed by ABS, Corp. Bonds, Bank loans |
993 | (86 | ) | 1,277 | (197 | ) | ||||||||
ABSs - Other |
980 | (164 | ) | 1,765 | (238 | ) | ||||||||
Financial Industry - Banking |
1,503 | (336 | ) | 4,846 | (896 | ) | ||||||||
Financial Industry - Brokerage |
21 | (3 | ) | 73 | (8 | ) | ||||||||
Financial Industry - Insurance |
573 | (58 | ) | 1,011 | (226 | ) | ||||||||
Financial Industry - REITs |
148 | (5 | ) | 291 | (12 | ) | ||||||||
Financial Industry - Financial other |
218 | (28 | ) | 494 | (84 | ) | ||||||||
Industrial - Basic Industry |
182 | (6 | ) | 426 | (23 | ) | ||||||||
Industrial - Capital Goods |
248 | (14 | ) | 489 | (44 | ) | ||||||||
Industrial - Consumer cyclical |
338 | (20 | ) | 516 | (55 | ) | ||||||||
Industrial - Consumer non-cyclical |
447 | (17 | ) | 538 | (28 | ) | ||||||||
Industrial - Energy |
200 | (14 | ) | 353 | (37 | ) | ||||||||
Industrial - Technology |
187 | (8 | ) | 304 | (15 | ) | ||||||||
Industrial - Transportation |
320 | (23 | ) | 400 | (39 | ) | ||||||||
Industrial - Communications |
242 | (16 | ) | 822 | (79 | ) | ||||||||
Industrial - Industrial other |
71 | (9 | ) | 220 | (32 | ) | ||||||||
Utility - Electric |
285 | (17 | ) | 508 | (48 | ) | ||||||||
Utility - Natural gas |
105 | (5 | ) | 165 | (6 | ) | ||||||||
Utility - Utility other |
2 | - | 21 | (1 | ) | |||||||||
Sovereign |
2,371 | (65 | ) | 3,437 | (189 | ) | ||||||||
Total | 12,412 | (1,410 | ) | 22,656 | (3,306 | ) | ||||||||
Of which held by Aegon Americas, NL and UK |
11,590 | (1,341 | ) | 20,851 | (3,114 | ) |
Annual Report on Form 20-F 2012 | 189 |
December 31, 2012 | December 31, 2011 | |||||||||||||
Unrealized losses - debt securities and money market investments held by Aegon Americas, Aegon The Netherlands and Aegon UK |
Carrying value of instruments with unrealized losses |
Gross unrealized losses |
Carrying value of instruments with unrealized losses |
Gross unrealized losses |
||||||||||
Residential mortgage backed securities (RMBSs) |
1,987 | (397 | ) | 2,884 | (805 | ) | ||||||||
Commercial mortgage backed securities (CMBSs) |
847 | (102 | ) | 1,608 | (210 | ) | ||||||||
Asset Backed Securities (ABSs) - CDOs backed by ABS, Corp. Bonds, Bank loans |
993 | (86 | ) | 1,277 | (197 | ) | ||||||||
ABSs - Other |
967 | (162 | ) | 1,738 | (235 | ) | ||||||||
Financial Industry - Banking |
1,414 | (328 | ) | 4,588 | (846 | ) | ||||||||
Financial Industry - Brokerage |
21 | (3 | ) | 73 | (8 | ) | ||||||||
Financial Industry - Insurance |
555 | (58 | ) | 979 | (222 | ) | ||||||||
Financial Industry - REITs |
148 | (5 | ) | 284 | (12 | ) | ||||||||
Financial Industry - Financial other |
175 | (16 | ) | 415 | (65 | ) | ||||||||
Industrial - Basic Industry |
179 | (5 | ) | 413 | (22 | ) | ||||||||
Industrial - Capital Goods |
240 | (13 | ) | 484 | (43 | ) | ||||||||
Industrial - Consumer cyclical |
332 | (19 | ) | 502 | (53 | ) | ||||||||
Industrial - Consumer non-cyclical |
425 | (17 | ) | 521 | (27 | ) | ||||||||
Industrial - Energy |
198 | (14 | ) | 337 | (36 | ) | ||||||||
Industrial - Technology |
187 | (8 | ) | 297 | (14 | ) | ||||||||
Industrial - Transportation |
304 | (22 | ) | 392 | (38 | ) | ||||||||
Industrial - Communications |
227 | (14 | ) | 770 | (72 | ) | ||||||||
Industrial - Industrial other |
51 | (5 | ) | 184 | (27 | ) | ||||||||
Utility - Electric |
278 | (16 | ) | 463 | (45 | ) | ||||||||
Utility - Natural gas |
97 | (4 | ) | 161 | (6 | ) | ||||||||
Utility - Utility other |
2 | - | 17 | (1 | ) | |||||||||
Sovereign |
1,963 | (47 | ) | 2,464 | (130 | ) | ||||||||
Total | 11,590 | (1,341 | ) | 20,851 | (3,114 | ) |
The information presented above is subject to rapidly changing conditions. As such, Aegon expects the level of securities with overall unrealized losses to fluctuate. The recent volatility of financial market conditions has resulted in increased recognition of both investment gains and losses, as portfolio risks are adjusted through sales and purchases.
As of December 31, 2012, there are EUR 10,670 million of gross unrealized gains and EUR 1,341 million of gross unrealized losses in the AFS debt securities portfolio of Aegon Americas, Aegon The Netherlands and Aegon UK. No one issuer represents more than 4% of the total unrealized loss position. The largest single issuer unrealized loss is EUR 51 million and relates to Belfius Bank SA, a bank owned by the Belgian government which was created subsequent to the restructuring of Dexia SA.
Financial and credit market conditions were generally strong in the second half of 2012 after being mixed in the first half. Developed-world growth remains below potential, frustrating attempts to generate a strong recovery. The credit crisis that began as a result of the subprime mortgage loan crisis continues to evolve into concerns about governmental borrowing and debt levels across much of the world. European sovereign debt rallied significantly over the second half of the year as policy efforts to stabilize sovereign and banking credit have begun to get traction. High governmental debt levels remain a concern in the US, as well, including those of state and local governments. Most world equity markets performed well during the second half of 2012 and now show strong gains for the year. In the U.S., the Federal Reserve maintained a Fed Funds rate near zero. US Treasury rates remained in a relatively low yield range during the second half of 2012, reflecting concerns about future growth, strong Federal Reserve market intervention, and reduced market concern about inflation. Corporate default rates remained low in 2012 due largely to readily available access to funding and strong corporate balance sheet fundamentals. Commodity prices have been mixed in 2012 with energy prices generally low.
Impairment of financial assets
Aegon regularly monitors industry sectors and individual debt securities for indicators of impairment. These indicators may include one or more of the following: 1) deteriorating market to book ratio, 2) increasing industry risk factors, 3) deteriorating financial condition of the issuer, 4) covenant violations of the issuer, 5) high probability of bankruptcy of the issuer, or 6) nationally recognized credit rating agency downgrades. Additionally, for asset-backed securities, cash flow trends and underlying levels of collateral are monitored. A security is impaired if there is objective evidence that a loss event has occurred after the initial recognition of the asset that has a
190 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
negative impact on the estimated future cash flows. A specific security is considered to be impaired when it is determined that not all amounts due (both principal and interest) will be collected as contractually scheduled.
In the sections below a description is provided on the composition of the categories of debt securities and money market investments. Individual issuers rated below investment grade in any sector, which have unrealized loss positions greater than EUR 25 million, will be disclosed separately. Furthermore, quality ratings of investment portfolios are based on a hierarchy of S&P, Moodys, Fitch, Internal and NAIC.
Residential mortgage-backed securities
Aegon Americas, Aegon The Netherlands and Aegon UK hold EUR 6,763 million of residential mortgage-backed securities (RMBS), of which EUR 4,979 million is held by Aegon USA, EUR 639 million by Aegon UK and EUR 1,141 million by Aegon The Netherlands. Residential mortgage-backed securities are securitizations of underlying pools of non-commercial mortgages on real estate. The underlying residential mortgages have varying credit characteristics and are pooled together and sold in tranches. The following table shows the breakdown of Aegon USAs RMBS available-for-sale portfolio. Additionally, Aegon USA has investments in RMBS of EUR 97 million (2011: EUR 133 million), which are classified as fair value through profit or loss.
AFS RMBS by quality | AAA | AA | A | BBB | <BBB | Total amortized cost |
Total fair value |
|||||||||||||||||||||
GSE guaranteed |
- | 1,336 | 193 | - | - | 1,529 | 1,632 | |||||||||||||||||||||
Prime Jumbo |
10 | 11 | 3 | 14 | 252 | 290 | 290 | |||||||||||||||||||||
Alt-A |
18 | 43 | - | 10 | 571 | 642 | 735 | |||||||||||||||||||||
Negative Amortization Floaters |
- | 36 | 18 | 44 | 728 | 826 | 858 | |||||||||||||||||||||
Reverse Mortgage RMBS |
- | - | - | 222 | 77 | 299 | 213 | |||||||||||||||||||||
Subprime mortgage 1) |
177 | 285 | 61 | 69 | 644 | 1,236 | 1,124 | |||||||||||||||||||||
Manufactured housing 1) |
22 | 15 | 12 | 24 | 7 | 80 | 80 | |||||||||||||||||||||
Other housing 1) |
46 | - | - | - | - | 46 | 47 | |||||||||||||||||||||
At December 31, 2012 | 273 | 1,726 | 287 | 383 | 2,279 | 4,948 | 4,979 | |||||||||||||||||||||
Of which insured |
5 | 174 | 13 | 16 | 284 | 492 | 427 |
1 | Reported as part of asset backed securities in the table on page 187. |
AFS RMBS by quality | AAA | AA | A | BBB | <BBB | Total amortized cost |
Total fair value |
|||||||||||||||||||||
GSE guaranteed |
- | 1,733 | 4 | - | - | 1,737 | 1,824 | |||||||||||||||||||||
Prime Jumbo |
63 | 11 | 8 | 10 | 248 | 340 | 318 | |||||||||||||||||||||
Alt-A |
27 | - | - | 11 | 541 | 579 | 577 | |||||||||||||||||||||
Negative Amortization Floaters |
136 | 17 | 43 | 29 | 680 | 905 | 621 | |||||||||||||||||||||
Reverse Mortgage RMBS |
- | 4 | - | 242 | 89 | 335 | 262 | |||||||||||||||||||||
Subprime mortgage 1) |
415 | 292 | 20 | 62 | 591 | 1,380 | 1,116 | |||||||||||||||||||||
Manufactured housing 1) |
32 | 17 | 14 | 35 | 9 | 107 | 106 | |||||||||||||||||||||
Other housing 1) |
70 | - | - | - | - | 70 | 69 | |||||||||||||||||||||
At December 31, 2011 | 743 | 2,074 | 89 | 389 | 2,158 | 5,453 | 4,893 | |||||||||||||||||||||
Of which insured |
20 | 140 | 19 | 30 | 325 | 534 | 423 |
1 | Reported as part of asset backed securities in the table on page 188. |
RMBS of Aegon USA are monitored and reviewed on a monthly basis. Detailed cash flow models using the current collateral pool and capital structure on the portfolio are updated and reviewed quarterly. Model output is generated under base and stress-case scenarios. Aegons RMBS asset specialists utilize widely recognized industry modeling software to perform a loan-by-loan, bottom-up approach to modeling. Key assumptions used in the models are projected defaults, loss severities, and prepayments. Each of these key assumptions varies greatly based on the significantly diverse characteristics of the current collateral pool for each security. Loan-to-value, loan size, and borrower credit history are some of the key characteristics used to determine the level of assumption that is utilized. Defaults were estimated by identifying the loans that are in various delinquency buckets and defaulting a certain percentage
Annual Report on Form 20-F 2012 | 191 |
of them over the near-term and long-term. Assumed defaults on delinquent loans are dependent on the specific securitys collateral attributes and historical performance.
Loss severity assumptions were determined by obtaining historical rates from broader market data and by adjusting those rates for vintage, specific pool performance, collateral type, mortgage insurance and estimated loan modifications. Prepayments were estimated by examining historical averages of prepayment activity on the underlying collateral. Quantitative ranges of significant assumptions within Aegons modeling process for Prime Jumbo, Alt-A and Negative Amortization RMBS are as follows: prepayment assumptions range from approximately 0.5% to 25% with a weighted average of approximately 4.8%, assumed defaults on delinquent loans range from 50% to 100% with a weighted average of approximately 84.6%, assumed defaults on current loans are dependent on the specific securitys collateral attributes and historical performance, while loss severity assumptions range from approximately 13.9% to 75%, with a weighted average of approximately 54.3%. Additionally, quantitative ranges of significant assumptions within Aegons modeling process for the RMBS subprime mortgage portfolio are as follows: prepayment assumptions range from approximately 2% to 6% with a weighted average of approximately 5.2%, assumed defaults on delinquent loans range from 60% to 100% with a weighted average of approximately 87.2%, assumed defaults on current loans are dependent on the specific securitys collateral attributes and historical performance, while loss severity assumptions range from approximately 62% to 103%, with a weighted average of approximately 72.9%.
Once the entire pool is modeled, the results are closely analyzed by Aegons asset specialists to determine whether or not Aegons particular tranche or holding is at risk for not collecting all contractual cash flows taking into account the seniority and other terms of the tranches held. Aegon impaired its particular tranche to fair value where it would not be able to receive all contractual cash flows.
The total gross unrealized loss on AFS RMBS of Aegon Americas, Aegon The Netherlands and Aegon UK amount to EUR 397 million, of which EUR 351 million relates to positions of Aegon USA, and the total net unrealized gain on available-for-sale RMBS is EUR 157 million, including a EUR 31 million net unrealized gain relating to positions of Aegon USA. The unrealized loss in the sector is primarily a result of the housing downturn the United States has experienced since 2007. Even with the stabilization over the past two years, fundamentals in RMBS continue to be weak, which impacts the magnitude of the unrealized loss. Delinquencies and severities in property liquidations remain at an elevated level, while prepayments remain at historically low levels. Due to the weak fundamental situation, reduced liquidity, and the requirement for higher yields due to market uncertainty, credit spreads remain elevated across the asset class.
The fair values of Aegon USAs RMBS instruments were determined as follows:
Level II | Level III | Total 2012 | Level II | Level III | Total 2011 | |||||||||||||||||||
RMBS |
4,730 | 349 | 5,079 | 4,504 | 515 | 5,019 |
RMBS Alt-A Mortgages
Aegons RMBS portfolio includes exposure to securitized home loans classified as Alt-A, fully owned by Aegon USA. This AFS portfolio totals EUR 735 million at December 31, 2012, with net unrealized gains of EUR 93 million, compared to a net unrealized loss position at December 31, 2011. Alt-A loans are made to borrowers whose qualifying mortgage characteristics do not meet the standard underwriting criteria established by the GSEs. The typical Alt-A borrower has a credit score high enough to obtain an A standing, which is especially important since the score must compensate for the lack of other necessary documentation related to borrower income and/or assets.
RMBS Alt-A mortgages by quality | AAA | AA | A | BBB | <BBB | Total amortized cost |
Total fair value |
|||||||||||||||||||||
Vintage year |
||||||||||||||||||||||||||||
2004 & Prior |
18 | 4 | - | 8 | 10 | 40 | 42 | |||||||||||||||||||||
2005 |
- | - | - | 2 | 91 | 93 | 107 | |||||||||||||||||||||
2006 |
- | - | - | - | 210 | 210 | 255 | |||||||||||||||||||||
2007 |
- | 39 | - | - | 186 | 225 | 258 | |||||||||||||||||||||
2008 |
- | - | - | - | 74 | 74 | 73 | |||||||||||||||||||||
At December 31, 2012 | 18 | 43 | - | 10 | 571 | 642 | 735 |
192 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
RMBS Alt-A mortgages by quality | AAA | AA | A | BBB | <BBB | Total amortized cost |
Total fair value |
|||||||||||||||||||||
Vintage year |
||||||||||||||||||||||||||||
2004 & Prior |
27 | - | - | 9 | 12 | 48 | 49 | |||||||||||||||||||||
2005 |
- | - | - | 2 | 90 | 92 | 93 | |||||||||||||||||||||
2006 |
- | - | - | - | 122 | 122 | 123 | |||||||||||||||||||||
2007 |
- | - | - | - | 215 | 215 | 209 | |||||||||||||||||||||
2008 |
- | - | - | - | 102 | 102 | 103 | |||||||||||||||||||||
At December 31, 2011 | 27 | - | - | 11 | 541 | 579 | 577 |
Negative Amortization (Option ARMs) Mortgages
As part of Aegons RMBS portfolio, Aegon holds EUR 858 million of securitized negative amortization mortgages with net unrealized gains of EUR 32 million at December 31, 2012, fully owned by Aegon USA. Negative amortization mortgages (also known as Option ARMs) are loans whereby the payment made by the borrower may be less than the accrued interest due and the difference is added to the loan balance. When the accrued balance of the loan reaches the negative amortization limit (typically 110% to 125% of the original loan amount), the loan recalibrates to a fully amortizing level and a new minimum payment amount is determined. The homeowners new minimum payment amount can be significantly higher than the original minimum payment amount. The timing of when these loans reach their negative amortization cap will vary, and is a function of the accrual rate on each loan, the minimum payment rate on each loan and the negative amortization limit itself. Typically, these loans are estimated to reach their negative amortization limit between 3 and 5 years from the date of origination.
Aegon USAs portfolio of securitized exposure to negative amortization mortgages is primarily invested in super-senior securities. The tables below summarize the credit quality and the vintage year of the available-for-sale negative amortization mortgages of Aegon USA. Additionally, Aegon USA has investments in RMBS negative amortization mortgages of EUR 0.2 million (2011: EUR 1 million), which are classified as fair value through profit or loss.
RMBS Negative amortization mortgages | ||||||||||||||||||||||||||||
Vintage year | AAA | AA | A | BBB | <BBB | Total amortized cost |
Total fair |
|||||||||||||||||||||
2004 & Prior |
- | - | 14 | - | 5 | 19 | 19 | |||||||||||||||||||||
2005 |
- | 35 | 4 | 44 | 240 | 323 | 294 | |||||||||||||||||||||
2006 |
- | - | - | - | 304 | 304 | 346 | |||||||||||||||||||||
2007 |
- | - | - | - | 179 | 179 | 198 | |||||||||||||||||||||
2008 |
- | - | - | - | 1 | 1 | 1 | |||||||||||||||||||||
At December 31, 2012 | - | 35 | 18 | 44 | 729 | 826 | 858 | |||||||||||||||||||||
RMBS Negative amortization mortgages | ||||||||||||||||||||||||||||
Vintage year | AAA | AA | A | BBB | <BBB | Total amortized cost |
Total fair |
|||||||||||||||||||||
2004 & Prior |
- | - | 16 | - | 6 | 22 | 15 | |||||||||||||||||||||
2005 |
136 | 17 | 27 | 29 | 129 | 338 | 213 | |||||||||||||||||||||
2006 |
- | - | - | - | 337 | 337 | 242 | |||||||||||||||||||||
2007 |
- | - | - | - | 197 | 197 | 140 | |||||||||||||||||||||
2008 |
- | - | - | - | 11 | 11 | 11 | |||||||||||||||||||||
At December 31, 2011 | 136 | 17 | 43 | 29 | 680 | 905 | 621 |
RMBS - Reverse Mortgages
As part of Aegons AFS RMBS portfolio, Aegon holds EUR 213 million of securitized reverse mortgages, with net unrealized losses of EUR 86 million at December 31, 2012, fully owned by Aegon USA. Reverse mortgages are loans in which a senior homeowner borrows to release the equity available in his home. No repayment is required until the borrower dies or sells the home. At time of origination, the loan is structured so that the home value will exceed the loan amount at liquidation, taking into account the rate at which interest is accruing, expected home price movements, and the expected length of the loan.
Annual Report on Form 20-F 2012 | 193 |
The table below summarizes vintage and quality of the AFS RMBS - reverse mortgages portfolio of Aegon USA.
RMBS Reverse Mortgages by quality | Total | Total | ||||||||||||||||||||||||||
amortized | fair | |||||||||||||||||||||||||||
Vintage year | AAA | AA | A | BBB | <BBB | cost | value | |||||||||||||||||||||
2005 & Prior |
- | - | - | - | 77 | 77 | 59 | |||||||||||||||||||||
2006 |
- | - | - | 65 | - | 65 | 46 | |||||||||||||||||||||
2007 |
- | - | - | 157 | - | 157 | 108 | |||||||||||||||||||||
At December 31, 2012 | - | - | - | 222 | 77 | 299 | 213 | |||||||||||||||||||||
RMBS Reverse Mortgages by quality | Total | Total | ||||||||||||||||||||||||||
amortized | fair | |||||||||||||||||||||||||||
Vintage year | AAA | AA | A | BBB | <BBB | cost | value | |||||||||||||||||||||
2005 & Prior |
- | - | - | - | 89 | 89 | 84 | |||||||||||||||||||||
2006 |
- | - | - | 74 | - | 74 | 56 | |||||||||||||||||||||
2007 |
- | - | - | 168 | - | 168 | 117 | |||||||||||||||||||||
2011 |
- | 4 | - | - | - | 4 | 5 | |||||||||||||||||||||
At December 31, 2011 | - | 4 | - | 242 | 89 | 335 | 262 |
RMBS - Subprime Mortgages
As part of Aegons AFS RMBS portfolio, Aegon holds EUR 1,124 million of securitized RMBS - Subprime mortgages, with net unrealized losses of EUR 112 million at December 31, 2012, fully owned by Aegon USA. RMBS - Subprime mortgages are secured by pools of residential mortgage loans primarily those which are categorized as subprime.
Aegon categorizes mortgage backed securities issued by a securitization trust as having subprime mortgage exposure when the average credit score (FICO) of the underlying mortgage borrowers in a securitization trust is below 660 at issuance. Aegon also categorizes mortgage backed securities issued by a securitization trust with second lien mortgages as subprime mortgage exposure, even though a significant percentage of second lien mortgage borrowers may not necessarily have credit scores below 660 at issuance. The table below summarizes vintage and quality of the AFS RMBS - Subprime mortgage portfolio of Aegon USA. Additionally, Aegon USA has investments in RMBS Subprime mortgages of EUR 4 million (2011: EUR 4 million), which are classified as fair value through profit or loss.
194 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
The table below summarizes the comparative information on vintage and quality of the AFS RMBS - subprime mortgage portfolio of Aegon USA.
Vintage year | AAA | AA | A | BBB | <BBB |
Total |
Of which insured |
Total |
||||||||||||||||||||||||
2004 & Prior |
57 | 58 | 42 | 18 | 61 | 236 | 38 | 225 | ||||||||||||||||||||||||
2005 |
25 | 30 | 4 | - | 106 | 165 | - | 153 | ||||||||||||||||||||||||
2006 |
38 | 39 | - | 12 | 50 | 139 | 9 | 160 | ||||||||||||||||||||||||
2007 |
28 | 118 | - | - | 41 | 187 | 85 | 197 | ||||||||||||||||||||||||
2008 |
- | 32 | - | - | - | 32 | 32 | 27 | ||||||||||||||||||||||||
Total Sub-prime Mortgages- fixed rate | 148 | 277 | 46 | 30 | 258 | 759 | 164 | 762 | ||||||||||||||||||||||||
2004 & Prior |
3 | 4 | - | 1 | 34 | 42 | 27 | 31 | ||||||||||||||||||||||||
2005 |
3 | - | 3 | 26 | 22 | 54 | - | 48 | ||||||||||||||||||||||||
2006 |
- | - | 2 | 4 | 65 | 71 | 7 | 36 | ||||||||||||||||||||||||
2007 |
- | - | - | - | 83 | 83 | 18 | 54 | ||||||||||||||||||||||||
2008 |
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Total Sub-prime Mortgages- floating rate | 6 | 4 | 5 | 31 | 204 | 250 | 52 | 169 | ||||||||||||||||||||||||
2004 & Prior |
23 | 2 | 5 | 8 | 6 | 44 | 19 | 40 | ||||||||||||||||||||||||
2005 |
- | - | - | - | 24 | 24 | 24 | 24 | ||||||||||||||||||||||||
2006 |
- | - | 5 | - | 50 | 55 | 55 | 55 | ||||||||||||||||||||||||
2007 |
- | 2 | - | - | 102 | 104 | 104 | 74 | ||||||||||||||||||||||||
Total Second Lien Mortgages 1) | 23 | 4 | 10 | 8 | 182 | 227 | 202 | 193 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
At December 31, 2012 | 177 | 285 | 61 | 69 | 644 | 1,236 | 418 | 1,124 |
1 Second lien collateral primarily composed of loans to prime and Alt-A borrowers.
Vintage year | AAA | AA | A | BBB | <BBB | Total amortized cost |
Of which insured |
Total fair value |
||||||||||||||||||||||||
2004 & Prior |
216 | 52 | 6 | 8 | 32 | 314 | 55 | 288 | ||||||||||||||||||||||||
2005 |
99 | 44 | - | 4 | 50 | 197 | - | 170 | ||||||||||||||||||||||||
2006 |
18 | 42 | - | - | 50 | 110 | 11 | 99 | ||||||||||||||||||||||||
2007 |
31 | 110 | - | 2 | 46 | 189 | 93 | 160 | ||||||||||||||||||||||||
2008 |
- | 34 | - | - | - | 34 | 34 | 27 | ||||||||||||||||||||||||
Total Sub-prime Mortgages- fixed rate | 364 | 282 | 6 | 14 | 178 | 844 | 193 | 744 | ||||||||||||||||||||||||
2004 & Prior |
3 | 4 | - | 1 | 38 | 46 | 30 | 32 | ||||||||||||||||||||||||
2005 |
14 | - | - | 21 | 10 | 45 | - | 31 | ||||||||||||||||||||||||
2006 |
2 | - | - | 2 | 69 | 73 | 7 | 26 | ||||||||||||||||||||||||
2007 |
- | - | - | 3 | 85 | 88 | 21 | 49 | ||||||||||||||||||||||||
2008 |
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Total Sub-prime Mortgages- floating rate | 19 | 4 | - | 27 | 202 | 252 | 58 | 138 | ||||||||||||||||||||||||
2004 & Prior |
32 | 3 | 6 | 21 | 8 | 70 | 35 | 61 | ||||||||||||||||||||||||
2005 |
- | - | - | - | 30 | 30 | 30 | 29 | ||||||||||||||||||||||||
2006 |
- | - | 8 | - | 52 | 60 | 60 | 58 | ||||||||||||||||||||||||
2007 |
- | 3 | - | - | 121 | 124 | 124 | 86 | ||||||||||||||||||||||||
Total Second Lien Mortgages 1) | 32 | 6 | 14 | 21 | 211 | 284 | 249 | 234 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
At December 31, 2011 | 415 | 292 | 20 | 62 | 591 | 1,380 | 500 | 1,116 |
1 Second lien collateral primarily composed of loans to prime and Alt-A borrowers.
There is one individual issuer rated below investment grade in this RMBS sector which have unrealized loss position greater than EUR 25 million.
Annual Report on Form 20-F 2012 | 195 |
Category | Fair value | Unrealized Loss | Rating | Aging of unrealized Loss |
||||||||||||||||
Soundview Hm Eq Ln 2006-OPT11 |
|
RMBS - Subprime Mortgage |
|
7 | (38 | ) | CC | > 24 months |
For the RMBS - Subprime mortgage holding, the underlying collateral pool has experienced higher than expected delinquencies and losses, which was further exacerbated by the impact of declining home values on borrowers using affordability products. This has led to the underlying collateral pool having reduced cash flows in comparison to expectations at origination. Increased losses have eroded the subordination in this security, which in turn has led to a decline in the level of protection to Aegons tranche within the collateral pool. Despite the decline in the level of protection provided by the subordination for this security, cash flow modeling continues to indicate full recovery of principal and interest.
Securities are impaired to fair value when Aegon expects that it will not receive all contractual cash flows on Aegons tranches. As the remaining unrealized losses in the RMBS portfolio relate to holdings where Aegon expects to receive full principal and interest, Aegon does not consider the underlying investments to be impaired as of December 31, 2012.
Commercial mortgage-backed securities
Aegon Americas, Aegon The Netherlands and Aegon UK hold EUR 5,606 million of AFS commercial mortgage-backed securities (CMBS), of which EUR 5,137 million is held by Aegon USA, EUR 438 million by Aegon UK and EUR 8 million by Aegon The Netherlands. CMBS are securitizations of underlying pools of mortgages on commercial real estate. The underlying mortgages have varying risk characteristics and are pooled together and sold in different rated tranches. The companys CMBS include conduit, large loan, single borrower, commercial real estate collateral debt obligations (CRE CDOs), collateral debt obligations (CDOs), government agency, and franchise loan receivable trusts.
The total gross unrealized loss on AFS CMBS of Aegon Americas, Aegon The Netherlands and Aegon UK amounts to EUR 102 million, of which EUR 102 million relates to positions of Aegon USA. The total net unrealized gain on CMBS is EUR 344 million, of which EUR 247 million (2011: EUR 64 million) relates to positions of Aegon USA. The commercial real estate market previously experienced a deterioration in property level fundamentals over 2008-2010, which led to an increase in CMBS loan-level delinquencies. The introduction of 30% credit enhanced tranches within the 2005-2008 vintage deals provide some offset to these negative fundamentals. Over the last year, the CMBS market experienced several positive factors as commercial real estate fundamentals have begun to display some signs of stabilization. The pace of credit deterioration appears to be moderating as property transactions have increased and there is greater availability of financing for commercial real estate. Liquidity has improved within the CMBS market, but a broad re-pricing of risk has kept credit spreads on legacy subordinate CMBS tranches at wide levels.
The tables below summarize the credit quality of Aegon USAs AFS CMBS portfolio. Additionally, Aegon USA has investments in CMBS of EUR 62 million (2011: EUR 81 million), which are classified as fair value through profit or loss.
CMBS by quality | AAA | AA | A | BBB | <BBB |
Total |
Total fair value |
|||||||||||||||||||||
CMBS |
3,678 | 354 | 394 | 212 | 168 | 4,806 | 5,095 | |||||||||||||||||||||
CMBS and CRE CDOs |
- | - | 1 | 19 | 64 | 84 | 42 | |||||||||||||||||||||
At December 31, 2012 | 3,678 | 354 | 395 | 231 | 232 | 4,890 | 5,137 | |||||||||||||||||||||
CMBS by quality | AAA | AA | A | BBB | <BBB | Total amortized cost |
Total fair value |
|||||||||||||||||||||
CMBS |
4,075 | 371 | 856 | 211 | 160 | 5,673 | 5,792 | |||||||||||||||||||||
CMBS and CRE CDOs |
11 | 10 | 10 | 39 | 46 | 116 | 61 | |||||||||||||||||||||
At December 31, 2011 | 4,086 | 381 | 866 | 250 | 206 | 5,789 | 5,853 |
196 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
The table below summarizes vintage and quality of the available-for-sale CMBS portfolio of Aegon USA.
Vintage year | AAA | AA | A | BBB | <BBB | Total amortized cost |
Total fair value |
|||||||||||||||||||||
2004 & Prior |
338 | 134 | 38 | 10 | 58 | 578 | 565 | |||||||||||||||||||||
2005 |
436 | 9 | 27 | 43 | 25 | 540 | 565 | |||||||||||||||||||||
2006 |
941 | 45 | 34 | 6 | 68 | 1,094 | 1,161 | |||||||||||||||||||||
2007 |
765 | 86 | 241 | 154 | 81 | 1,327 | 1,399 | |||||||||||||||||||||
2008 |
113 | 76 | 54 | 19 | - | 262 | 275 | |||||||||||||||||||||
2009 |
70 | 2 | - | - | - | 72 | 82 | |||||||||||||||||||||
2010 |
297 | - | - | - | - | 297 | 332 | |||||||||||||||||||||
2011 |
202 | - | - | - | - | 202 | 225 | |||||||||||||||||||||
2012 |
516 | 2 | - | - | - | 518 | 533 | |||||||||||||||||||||
At December 31, 2012 | 3,678 | 354 | 394 | 232 | 232 | 4,890 | 5,137 | |||||||||||||||||||||
Vintage year | AAA | AA | A | BBB | <BBB | Total amortized cost |
Total fair value |
|||||||||||||||||||||
2004 & Prior |
856 | 160 | 53 | 16 | 46 | 1,131 | 1,116 | |||||||||||||||||||||
2005 |
528 | 26 | 155 | 53 | 10 | 772 | 785 | |||||||||||||||||||||
2006 |
1,104 | 84 | 125 | 23 | 55 | 1,391 | 1,418 | |||||||||||||||||||||
2007 |
912 | 84 | 380 | 158 | 94 | 1,628 | 1,642 | |||||||||||||||||||||
2008 |
140 | 19 | 153 | - | - | 312 | 302 | |||||||||||||||||||||
2009 |
72 | 6 | - | - | - | 78 | 86 | |||||||||||||||||||||
2010 |
301 | 3 | - | - | - | 304 | 321 | |||||||||||||||||||||
2011 |
173 | - | - | - | - | 173 | 183 | |||||||||||||||||||||
At December 31, 2011 | 4,086 | 382 | 866 | 250 | 205 | 5,789 | 5,853 |
CMBS of Aegon USA are monitored and reviewed on a monthly basis. Detailed cash flow models using the current collateral pool and capital structure on the portfolio are updated and reviewed quarterly. Model output is generated under base and several stress-case scenarios by Aegons internal CMBS asset specialists. For conduit securities, a widely recognized industry modeling software is used to perform a loan-by-loan, bottom-up approach. For non-conduit securities, a CMBS asset specialist works closely with Aegons real estate valuation group to determine underlying asset valuation and risk. Both methodologies incorporate external estimates on the property market, capital markets, property cash flows, and loan structure. Results are then closely analyzed by the asset specialist to determine whether or not a principal or interest loss is expected to occur.
Securities are impaired to fair value when Aegon expects that it will not receive all contractual cash flows on its tranches. As the remaining unrealized losses in the CMBS portfolio relate to holdings where Aegon expects to receive full principal and interest, Aegon does not consider the underlying investments to be impaired as of December 31, 2012.
The fair values of Aegon USAs CMBS instruments were determined as follows:
Level II | Level III | Total 2012 | Level II | Level III | Total 2011 | |||||||||||||||||||
CMBS |
5,145 | 54 | 5,199 | 5,875 | 60 | 5,935 |
Asset-backed securities
Aegon Americas, Aegon The Netherlands and Aegon UK hold EUR 5,124 million of AFS ABS instruments of which EUR 2,907 million is held by Aegon USA. The total gross unrealized loss on ABSs is EUR 248 million, of which EUR 139 million relates to positions of Aegon USA, and the total net unrealized gain on ABSs is EUR 43 million, of which EUR 51 million net losses relates to positions of Aegon USA. These are securitizations of underlying pools of credit card receivables, auto financing loans, small business loans, bank loans, and other receivables. The underlying assets of the asset backed securities have been pooled together and sold in tranches with varying credit ratings. The breakdown of quality of the available-for-sale ABS portfolio of Aegon USA is as follows:
Annual Report on Form 20-F 2012 | 197 |
Vintage year | AAA | AA | A | BBB | <BBB |
Total |
Total fair value |
|||||||||||||||||||||
Credit Cards |
386 | 63 | 313 | 112 | 3 | 877 | 913 | |||||||||||||||||||||
Autos |
287 | 4 | - | - | - | 291 | 297 | |||||||||||||||||||||
Small business loans |
5 | 10 | 46 | 152 | 87 | 300 | 242 | |||||||||||||||||||||
CDOs backed by ABS, Corp. Bonds, Bank loans |
260 | 207 | 15 | - | 30 | 512 | 501 | |||||||||||||||||||||
Other ABS |
382 | 255 | 88 | 90 | 163 | 978 | 954 | |||||||||||||||||||||
At December 31, 2012 | 1,320 | 539 | 462 | 354 | 283 | 2,958 | 2,907 | |||||||||||||||||||||
Vintage year | AAA | AA | A | BBB | <BBB | Total amortized cost |
Total fair value |
|||||||||||||||||||||
Credit Cards |
768 | 52 | 199 | 330 | 5 | 1,354 | 1,397 | |||||||||||||||||||||
Autos |
321 | 45 | - | - | 41 | 407 | 412 | |||||||||||||||||||||
Small business loans |
58 | 21 | 60 | 167 | 63 | 369 | 296 | |||||||||||||||||||||
CDOs backed by ABS, Corp. Bonds, Bank loans |
343 | 298 | 23 | - | 36 | 700 | 634 | |||||||||||||||||||||
Other ABS |
370 | 243 | 145 | 71 | 190 | 1,019 | 942 | |||||||||||||||||||||
At December 31, 2011 | 1,860 | 659 | 427 | 568 | 335 | 3,849 | 3,681 |
The fair values of Aegon USAs ABS instruments were determined as follows:
Level II | Level III | Total 2012 | Level II | Level III | Total 2011 | |||||||||||||||||||
ABSs |
1,981 | 926 | 2,907 | 2,637 | 1,044 | 3,681 |
ABS - Small Business Loans
The net unrealized loss on the ABS - small business loans is EUR 58 million. The unrealized loss in the ABS - small business loan portfolio is a function of increased credit spreads for existing positions and a lengthening of expected cash flows as refinancing activities within this sector have slowed. Additionally, delinquencies and losses in the collateral pools within Aegons small business loan securitizations have increased since 2007, as a result of the overall economic slowdown. Banks and finance companies have also scaled back their lending to small businesses. Aegons ABS - small business loan portfolio is concentrated in senior note classes. Thus in addition to credit enhancement provided by the excess spread, reserve account, and over-collateralization, Aegons positions are also supported by subordinated note classes. Aegons ABS - small business loan portfolio is also primarily secured by commercial real estate, with the original loan to value (LTV) of the underlying loans typically ranging between 60-70%. Positions are monitored monthly with cash flow modeling updated and reviewed quarterly on all securities within the sector. Assumed defaults on delinquent loans are dependent on the specific securitys collateral attributes and historical experience. Results are then closely analyzed by the asset specialist to determine whether or not a principal or interest loss is expected to occur. Securities are impaired to fair value when Aegon expects that it will not receive all contractual cash flows on its tranches. The remaining ABS - small business loan portfolio positions are not considered impaired as of December 31, 2012.
There is one individual issuer rated below investment grade in this ABS sector which has unrealized loss position greater than EUR 25 million.
Category | Fair value | Unrealized Loss | Rating | Aging of unrealized Loss |
||||||||||||||||
ABS - Small | ||||||||||||||||||||
Bayview Comm Asset TR 2007-5A |
Business Loan | 8 | (25 | ) | D | > 24 months |
For the ABS - Small Business Loan holding, the underlying collateral pool has experienced higher than expected delinquencies and losses, which is further exacerbated by the impact of declining commercial real estate values. This has led to the underlying collateral pool having reduced cash flows in comparison to expectations at origination. Increased collateral losses have reduced the subordination available as credit enhancement to this security, which in turn has led to a decline in the level of protection to Aegons tranche within the collateral pool. Despite the decline in the level of protection provided by the subordination for this security, cash flow modeling
198 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
continues to indicate full recovery of principal and interest, Aegon does not consider the underlying investments to be impaired as of December 31, 2012.
ABS - CDOs backed by ABS, corporate bonds, bank loans
The net unrealized loss on the CDOs backed by ABS, Corporate Bonds, and Bank Loans is EUR 11 million. CDOs are primarily secured by pools of corporate bonds and leveraged bank loans. The unrealized loss is a function of decreased liquidity and increased credit spreads in the market for structured finance. All of the individual debt securities have been modeled using the current collateral pool and capital structure. Assumed defaults on delinquent loans are dependent on the specific securitys collateral attributes and historical experience. Results are then closely analyzed by the asset specialist to determine whether or not a principal or interest loss is expected to occur. Securities are impaired to fair value when Aegon expects that it will not receive all contractual cash flows on its tranches. The remaining CDO portfolio positions are not considered impaired as of December 31, 2012.
There is one individual issuer rated below investment grade in this ABS sector which has unrealized loss position greater than EUR 25 million.
Category | Fair value | Unrealized Loss | Rating | Aging of unrealized Loss |
||||||||||||||||
SVG Diamond Holdings II Limited |
ABS - CDO | 90 | (28 | ) | BBB, CCC | > 24 months |
For the ABS - CDO holding, the underlying collateral pool contains exposure to roughly 40 private equity funds containing approximately 500 distinct investments in the underlying portfolio of companies. Due to the worsened economic climate the valuation of the underlying private equity investments has declined in comparison to expectations at origination. Increased collateral losses have reduced the subordination available as credit enhancement to this security, which in turn has led to a decline in the level of protection to Aegons tranche within the collateral pool. Despite the decline in the level of protection provided by the subordination for this security, cash flow modeling continues to indicate full recovery of principal and interest, Aegon does not consider the underlying investments to be impaired as of December 31, 2012.
Other ABSs
The net unrealized loss on Other ABSs is EUR 24 million. ABS - other includes debt issued by securitization trusts collateralized by various other assets including student loans, timeshare loans, franchise loans and other asset categories. The unrealized losses are a function of decreased liquidity and increased credit spreads in the market. Where ratings have declined to below investment grade, the individual debt securities have been modeled. Assumed defaults on delinquent loans are dependent on the specific securitys collateral attributes and historical experience. Results are then closely analyzed by the asset specialist to determine whether or not a principal or interest loss is expected to occur. Securities are impaired to fair value when Aegon expects that it will not receive all contractual cash flows on its tranches. As the remaining unrealized losses in the ABS - other portfolio relate to holdings where Aegon expects to receive full principal and interest, Aegon does not consider the underlying investments to be impaired as December 31, 2012.
Financial
The Financial Industry sector is further subdivided into banking, brokerage, insurance, REITs and financial other. Companies within Aegons financial sector are generally high in credit quality and, as a whole, represent a large portion of the corporate debt market.
In spite of weak global economic growth, market sentiment improved in the second half of 2012 following important steps towards addressing the European Sovereign Debt Crisis coupled with large-scale interventions by central banks. Beginning with the EU Summit in June, EU leaders have committed to decisive steps to strengthen the common currency, including steps to create a stronger Banking Union and Fiscal Union for the euro area. The creation of the European Stability Mechanism (ESM) and a Single Supervisory Mechanism to regulate banks in the Eurozone has helped calm concerns that the euro currency is not strong enough to survive a funding crisis or banking crisis in a member state. Furthermore the European Central Bank has committed to stabilize the common currency by purchasing government bonds under its new Outright Monetary Purchase (OMT) program. In the U.S. economic conditions appear to be improving, the Federal Reserve has committed to ongoing quantitative easing until labor market conditions improve, and the Fiscal Cliff agreement provided near-term relief.
Banking
The banking sub-sector in Aegons portfolio is relatively large, diverse, and of high quality. Aegon holds EUR 8,319 million (2011: EUR 10,209 million) of AFS bonds issued by banks. The net unrealized gain on these bonds amounts to EUR 326 million (2011: EUR 680 million). The unrealized losses in the banking sub-sector primarily reflect the size of Aegons holdings, low floating
Annual Report on Form 20-F 2012 | 199 |
rate coupons on some securities, and credit spread widening in the sector due to the Sovereign debt crisis in Europe as well as residual impact from both the U.S. financial crisis concerns over the U.S. Fiscall Cliff. As a whole, the sub-sector improved in the second half of 2012, following a volatile first half. Decisive steps by EU leaders and world central banks to stabilize the euro and improve funding conditions calmed investor concerns that a euro breakup was imminent. Credit spreads continue to reflect some uncertainty over new efforts by regulators to impose burden sharing on creditors in order to quickly stabilize or wind up troubled banks. While these measures have made securities more volatile in the near-term, new, more stringent global legislation on bank capital and liquidity requirements, is intended to reduce overall risk in the sector going forward and decouple troubled banks from the Sovereign. Furthermore, central banks appear committed to providing liquidity to the market, while asset write-downs and credit losses have diminished substantially in all but the most troubled countries.
The value of Aegons investments in deeply subordinated securities in the financial services sector may be significantly impacted if issuers of certain securities with optional deferral features exercise the option to defer coupon payments or are required to defer as a condition of receiving government aid. The deeply subordinated securities issued by non-US Banks are broadly referred to as capital securities which can be categorized as Tier 1 or Upper Tier 2. Capital securities categorized as Tier 1 are typically perpetual with a non-cumulative coupon that can be deferred under certain conditions. Capital securities categorized as Upper Tier 2 are generally perpetual with a cumulative coupon that is deferrable under certain conditions. The deeply subordinated securities issued by US Banks can be categorized as Trust Preferred or Hybrid. Capital securities categorized as trust preferred typically have an original maturity of 30 years with call features after 10 years with a cumulative coupon that is deferrable under certain conditions. Capital securities categorized as hybrid typically have an original maturity of more than 30 years, may be perpetual and are generally subordinate to traditional trust preferred securities.
The following table highlights Aegons credit risk to capital securities within the banking sector:
Americas | The Netherlands |
United Kingdom |
New Markets | Amortized cost |
Fair Value | |||||||||||||||||||
Hybrid |
120 | - | 25 | - | 145 | 155 | ||||||||||||||||||
Trust preferred |
453 | - | 17 | - | 470 | 400 | ||||||||||||||||||
Tier 1 |
217 | - | 240 | 20 | 477 | 451 | ||||||||||||||||||
Upper Tier 2 |
433 | - | 78 | 4 | 514 | 348 | ||||||||||||||||||
At December 31, 2012 | 1,223 | - | 360 | 24 | 1,606 | 1,354 | ||||||||||||||||||
Hybrid |
163 | - | 26 | - | 189 | 157 | ||||||||||||||||||
Trust preferred |
572 | - | 17 | - | 589 | 466 | ||||||||||||||||||
Tier 1 |
311 | 165 | 393 | 36 | 905 | 680 | ||||||||||||||||||
Upper Tier 2 |
438 | 24 | 126 | 10 | 598 | 394 | ||||||||||||||||||
At December 31, 2011 | 1,484 | 189 | 562 | 46 | 2,281 | 1,697 |
There are four individual issuers rated below investment grade in the banking sub-sector which have unrealized losses greater than EUR 25 million.
Category | Fair value | Unrealized Loss |
Rating | Aging of unrealized Loss | ||||||||||||||||
Belfius Bank & Insurance |
Banking | 53 | (51 | ) | B | > 24 months | ||||||||||||||
Lloyds Banking Group PLC |
Banking | 49 | (33 | ) | BB+ / BB | > 24 months | ||||||||||||||
Royal Bank of Scotland Group PLC |
Banking | 49 | (30 | ) | BB+ / BB- | > 24 months | ||||||||||||||
Bank of America Corp |
Banking | 89 | (28 | ) | BB+ | > 24 months |
Aegons available-for-sale debt securities for Belfius Bank SA have a fair value of EUR 53 million as of December 31, 2012. These below investment grade securities are Upper Tier 2 and had gross unrealized losses of EUR 51 million as of December 31, 2012. Belfius Bank SA was created subsequent to the restructuring of Dexia SA. Dexias reliance on short-term wholesale funding caused a near-collapse as funding markets froze in 2008 and 2009. Capital injections from Belgium, France and Luxembourg along with guarantees on Dexias funding provided sufficient access to funding markets until the Sovereign debt crisis in 2011 put too much strain on Dexias large funding needs. In November 2011, a new restructuring plan was put in place for Dexia SA and 100% of Dexia Bank Belgium was sold to the Belgian state. Aegons bonds now form part of the capital structure of that entity which was rebranded as Belfius Bank SA during the first half of 2012. Payments continue to be made on Aegons holdings in accordance with the original bond agreements.
200 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
Aegon evaluated the near-term prospects of the issuer and it is believed that the contractual terms of these investments will be met and these investments are not impaired as of December 31, 2012.
Aegons available-for-sale debt securities for Lloyds Banking Group PLC have a fair value of EUR 59 million as of December 31, 2012, of which EUR 49 million relates to holdings rated below investment grade. The Upper Tier 2 securities are rated from BB+ to BB depending on the individual features of the debt securities. As of December 31, 2012 gross unrealized losses were EUR 34 million, of which EUR 33 million relates to holdings rated below investment grade. Lloyds Banking Group PLC was created from the merger of Lloyds TSB and HBOS PLC in the fall of 2008 as the shutdown in capital markets threatened the sustainability of HBOS PLCs wholesale funding and specialist lending model. Following an emergency capital injection, the UK Government currently owns 40.2% of the combined Lloyds Banking Group PLC. As a result of the state aid that Lloyds received during the height of the crisis, the European Commission, among other things, required the Group to cancel dividends and coupons on existing discretionary-pay hybrid securities for a two year period beginning January 31, 2010. As a result of the coupon ban, in 2010 Aegon impaired its Lloyds securities with optional deferral language and non-cumulative coupons. The two-year ban has expired and Lloyds is paying coupons (and paid all arrears of interest) on Aegons securities. Lloyds continues to make progress on its restructuring plans, showing improvement in the profitability levels of its core businesses, lowering balance sheet leverage, improving capital ratios, reducing reliance on wholesale funding, and significantly increasing liquidity reserves. Aegon evaluated the near-term prospects of the issuer and it is believed that the contractual terms of these investments will be met going forward and these remaining investments are not impaired as of December 31, 2012.
Aegons available-for-sale debt securities for Royal Bank of Scotland Group plc (RBS) have a fair value of EUR 49 million as of December 31, 2012, which are all rated below investment grade. The Tier 1 and Upper Tier 2 securities are rated BB+ to BB-, depending on the individual features of the debt securities. As of December 31, 2012 gross unrealized losses were EUR 30 million, of which EUR 30 million related to holdings rated below investment grade. RBS is one of the worlds largest universal banks with historically prominent positions in both global wholesale banking and in UK financial services. The bank was impacted by the global financial market crisis in 2008 and, ultimately, the UK government was forced to take a majority equity stake in the bank to stabilize it. In addition, a large portion of RBS riskiest assets where placed under the UKs Asset Protection Plan (APS), limiting the potential loss to RBS. RBS announced its exit from the APS program in October, the culmination of several years of hard work to get its balance sheet and funding needs downsized to a sustainable level. In light of the significant amount of state aid that RBS received, the European Commission, among other things, required RBS to defer dividends and coupons on certain of its existing hybrid securities (including certain Tier 1, Upper Tier 2, preference and B shares) for two years from April 30, 2010. As such, in 2010, Aegon impaired its RBS securities with optional deferral language and non-cumulative coupons. The coupon ban has since expired. RBS continues to make progress on its restructuring plan, showing improvement in the profitability levels of its core businesses, lowering balance sheet leverage, improving capital ratios, reducing reliance on wholesale funding, and significantly increasing liquidity reserves. Aegon evaluated the near-term prospects of the issuer and it is believed that the contractual terms of these investments will be met and these remaining investments are not impaired as of December 31, 2012.
Aegons available-for-sale debt securities for Bank of America Corp (BAC) have a fair value of EUR 104 million as December 31, 2012, of which EUR 89 million relates to holdings rated below investment grade. As of December 31, 2012 gross unrealized losses were EUR 30 million, of which EUR 28 million relates to holdings below investment grade. BAC is one of the largest banking organizations in the US. While challenges remain for BAC, particularly in the mortgage business, the process of stabilization in the credit profile appears to be ongoing, including an emphasis on actions to build capital, reduce non-core assets and restore confidence. Payments continue to be made on Aegons holdings in accordance with the original bond agreements. Aegon evaluated the near-term prospects of the issuer and it is believed that the contractual terms of these investments will be met and these investments are not impaired as of December 31, 2012.
Financial Industry Other
The unrealized losses in this sub-sector primarily reflect general spread widening on companies due to several factors. These include mortgage market, low interest rate environment, equity market and economic issues plus increased liquidity and capital markets concerns, which has been compounded in some cases by the structure of the securities (subordination or other structural features and duration). Aegon evaluated the near-term prospects of the issuers in relation to the severity and duration of the unrealized loss and does not consider those investments to be impaired as of December 31, 2012.
There are no individual issuers rated below investment grade in the financial industry other sub-sector which have unrealized losses greater than EUR 25 million.
Annual Report on Form 20-F 2012 | 201 |
Industrial
The Industrial sector is further subdivided into various sub sectors Aegon evaluated the near-term prospects of the issuers and it is believed that the contractual terms of these investments will be met and these investments are not impaired as of December 31, 2012.
Utility
The Utility sector is further subdivided into electrical, natural gas and other sub-sectors. Aegon evaluated the near-term prospects of the issuers and it is believed that the contractual terms of these investments will be met and these investments are not impaired as of December 31, 2012.
Sovereign
Aegon Americas, Aegon The Netherlands and Aegon UKs government issued available-for-sale debt securities include emerging market sovereign bonds, US Treasury bonds, agency and state bonds. All of the issuers in the sovereign sector continue to make payments in accordance with the original bond agreements. Aegon evaluated the near-term prospects of the issuers and it is believed that the contractual terms of these investments will be met and these investments are not impaired as of December 31, 2012.
European peripheral countries
Americas | The Netherlands | United Kingdom | New Markets |
December 31, 2012 |
||||||||||||||||||||||||||||||||||||
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
|||||||||||||||||||||||||||||||
Portugal |
16 | 16 | 46 | 38 | 16 | 18 | 29 | 25 | 107 | 97 | ||||||||||||||||||||||||||||||
Italy |
182 | 181 | 262 | 270 | 238 | 226 | 71 | 76 | 753 | 753 | ||||||||||||||||||||||||||||||
Ireland |
235 | 262 | 212 | 192 | 13 | 14 | 15 | 16 | 475 | 484 | ||||||||||||||||||||||||||||||
Greece |
23 | 25 | 4 | 2 | - | - | - | - | 27 | 27 | ||||||||||||||||||||||||||||||
Spain |
245 | 256 | 446 | 435 | 179 | 180 | 1,618 | 1,555 | 2,488 | 2,426 | ||||||||||||||||||||||||||||||
701 | 740 | 970 | 937 | 446 | 438 | 1,733 | 1,672 | 3,850 | 3,787 | |||||||||||||||||||||||||||||||
Americas | The Netherlands | United Kingdom | New Markets | December 31, 2011 Total |
||||||||||||||||||||||||||||||||||||
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value | |||||||||||||||||||||||||||||||
Portugal |
52 | 52 | 70 | 45 | 28 | 26 | 52 | 34 | 202 | 157 | ||||||||||||||||||||||||||||||
Italy |
230 | 200 | 490 | 445 | 278 | 220 | 97 | 84 | 1,095 | 949 | ||||||||||||||||||||||||||||||
Ireland |
258 | 279 | 220 | 194 | 88 | 98 | 16 | 13 | 582 | 584 | ||||||||||||||||||||||||||||||
Greece |
22 | 23 | 5 | 4 | 6 | 3 | 1 | 1 | 34 | 32 | ||||||||||||||||||||||||||||||
Spain |
327 | 316 | 843 | 759 | 272 | 265 | 1,752 | 1,624 | 3,194 | 2,965 | ||||||||||||||||||||||||||||||
889 | 871 | 1,628 | 1,447 | 673 | 612 | 1,842 | 1,757 | 5,107 | 4,687 |
As part of Aegons de-risking activities, exposure to the European peripheral countries (Portugal, Italy, Ireland, Greece and Spain) has been reduced over the past year. The highest concentration remains in Spain, which is a reflection of Aegons operations in that country. The figures included in the table below are shown on a gross basis and do not reflect the effect of any hedging activities and include Aegons proportionate share in the investments of its associates, of which CAM Aegon Holding Financiero (Spain) is the most significant.
202 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
December 31, 2012 |
||||||||||||||||||||||||||||||||||||||||
Central Government | Banks | RMBS | Corporates and other | Total | ||||||||||||||||||||||||||||||||||||
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
|||||||||||||||||||||||||||||||
Portugal |
4 | 4 | 13 | 10 | 36 | 32 | 54 | 51 | 107 | 97 | ||||||||||||||||||||||||||||||
Italy |
43 | 43 | 86 | 84 | 35 | 36 | 589 | 590 | 753 | 753 | ||||||||||||||||||||||||||||||
Ireland |
20 | 20 | - | - | 160 | 140 | 295 | 324 | 475 | 484 | ||||||||||||||||||||||||||||||
Greece |
- | - | - | - | 4 | 2 | 23 | 25 | 27 | 27 | ||||||||||||||||||||||||||||||
Spain |
897 | 875 | 198 | 188 | 686 | 638 | 707 | 725 | 2,488 | 2,426 | ||||||||||||||||||||||||||||||
964 | 942 | 297 | 282 | 921 | 848 | 1,668 | 1,715 | 3,850 | 3,787 | |||||||||||||||||||||||||||||||
December 31, 2011 | ||||||||||||||||||||||||||||||||||||||||
Central Government | Banks | RMBS | Corporates and other | Total | ||||||||||||||||||||||||||||||||||||
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
Amortized cost |
Fair value |
|||||||||||||||||||||||||||||||
Portugal |
13 | 7 | 28 | 22 | 66 | 48 | 95 | 80 | 202 | 157 | ||||||||||||||||||||||||||||||
Italy |
46 | 38 | 243 | 206 | 54 | 50 | 752 | 654 | 1,095 | 949 | ||||||||||||||||||||||||||||||
Ireland |
30 | 26 | 11 | 12 | 260 | 243 | 281 | 303 | 582 | 584 | ||||||||||||||||||||||||||||||
Greece |
1 | 1 | 11 | 7 | - | - | 22 | 24 | 34 | 32 | ||||||||||||||||||||||||||||||
Spain |
1,022 | 962 | 436 | 366 | 928 | 840 | 808 | 797 | 3,194 | 2,968 | ||||||||||||||||||||||||||||||
1,112 | 1,034 | 729 | 613 | 1,308 | 1,181 | 1,958 | 1,858 | 5,107 | 4,687 |
Aegon does not have credit protection against exposure in the countries included in the tables.
In 2012, Aegon did not record any impairments on its exposure to central governments of the European peripheral countries (2011: nil).
Unrealized loss by maturity
The table below shows the composition by maturity of all debt securities, both available-for-sale and held to maturity, in an unrealized loss position held by Aegon Americas, Aegon The Netherlands and Aegon UK.
December 31, 2012 | December 31, 2011 | |||||||||||||||
Carrying value of |
Carrying value of | |||||||||||||||
securities with gross | Gross unrealized | securities with gross | Gross unrealized | |||||||||||||
unrealized losses | losses | unrealized losses | losses | |||||||||||||
One year or less |
939 | (22 | ) | 1,710 | (68 | ) | ||||||||||
Over 1 thru 5 years |
2,938 | (198 | ) | 6,026 | (582 | ) | ||||||||||
Over 5 thru 10 years |
2,251 | (286 | ) | 4,859 | (708 | ) | ||||||||||
Over 10 years |
5,462 | (835 | ) | 8,256 | (1,756 | ) | ||||||||||
Total | 11,590 | (1,341 | ) | 20,851 | (3,114 | ) |
Unrealized loss by credit quality
The table below shows the composition by credit quality of debt securities, both available-for-sale and held to maturity, in an unrealized loss position held by Aegon Americas, Aegon The Netherlands and Aegon UK.
Annual Report on Form 20-F 2012 | 203 |
December 31, 2012 | December 31, 2011 | |||||||||||||||
Carrying value of |
Carrying value of | |||||||||||||||
securities with gross | Gross unrealized | securities with gross | Gross unrealized | |||||||||||||
unrealized losses | losses | unrealized losses | losses | |||||||||||||
Treasury Agency |
1,748 | (18 | ) | 1,996 | (53 | ) | ||||||||||
AAA |
1,029 | (17 | ) | 2,700 | (207 | ) | ||||||||||
AA |
1,417 | (109 | ) | 2,271 | (277 | ) | ||||||||||
A |
2,079 | (174 | ) | 5,064 | (556 | ) | ||||||||||
BBB |
3,031 | (355 | ) | 5,842 | (983 | ) | ||||||||||
BB |
1,114 | (228 | ) | 1,449 | (434 | ) | ||||||||||
B |
701 | (207 | ) | 747 | (240 | ) | ||||||||||
Below B |
471 | (233 | ) | 782 | (364 | ) | ||||||||||
Total | 11,590 | (1,341 | ) | 20,851 | (3,114 | ) | ||||||||||
The table below provides the length of time a security has been below cost and the respective unrealized loss. | ||||||||||||||||
At December 31, 2012 | ||||||||||||||||
Investment grade |
Below investment | |||||||||||||||
carrying value of | grade carrying value of | |||||||||||||||
securities with gross | securities with gross | Investment grade | Below investment | |||||||||||||
unrealized losses | unrealized losses | unrealized loss | grade unrealized loss | |||||||||||||
0 - 6 months |
3,258 | 245 | (104 | ) | (8 | ) | ||||||||||
6 - 12 months |
507 | 59 | (21 | ) | (4 | ) | ||||||||||
> 12 months |
5,539 | 1,982 | (548 | ) | (656 | ) | ||||||||||
Total | 9,304 | 2,286 | (673 | ) | (668 | ) | ||||||||||
At December 31, 2011 | ||||||||||||||||
Investment grade |
Below investment | |||||||||||||||
carrying value of | grade carrying value of | |||||||||||||||
securities with gross | securities with gross | Investment grade | Below investment | |||||||||||||
unrealized losses | unrealized losses | unrealized loss | grade unrealized loss | |||||||||||||
0 - 6 months |
6,458 | 728 | (294 | ) | (69 | ) | ||||||||||
6 - 12 months |
817 | 284 | (97 | ) | (42 | ) | ||||||||||
> 12 months |
10,598 | 1,966 | (1,685 | ) | (927 | ) | ||||||||||
Total | 17,873 | 2,978 | (2,076 | ) | (1,038 | ) |
The majority of the unrealized losses relate to investment grade holdings where credit spreads have widened in the near term in conjunction with concerns over the current macroeconomic conditions.
204 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
The table below provides the length of time a below investment grade security has been in an unrealized loss and the percentage of carrying value (CV) to amortized cost.
Aging and severity unrealized losses
2012 | 2011 | |||||||||||||||
|
Carrying |
|
Unrealized | Carrying | Unrealized | |||||||||||
Aging and severity unrealized losses |
value | losses | value | losses | ||||||||||||
CV 70-100% of amortized cost |
243 | (7 | ) | 725 | (66 | ) | ||||||||||
CV 40-70% of amortized cost |
1 | - | 3 | (3 | ) | |||||||||||
CV < 40 % of amortized cost |
1 | (1 | ) | - | - | |||||||||||
0-6 months | 245 | (8 | ) | 728 | (69 | ) | ||||||||||
CV 70-100% of amortized cost |
59 | (4 | ) | 274 | (35 | ) | ||||||||||
CV 40-70% of amortized cost |
- | - | 10 | (7 | ) | |||||||||||
CV < 40 % of amortized cost |
- | - | - | - | ||||||||||||
6-12 months | 59 | (4 | ) | 284 | (42 | ) | ||||||||||
CV 70-100% of amortized cost |
164 | (28 | ) | 165 | (21 | ) | ||||||||||
CV 40-70% of amortized cost |
3 | (3 | ) | 6 | (5 | ) | ||||||||||
CV < 40 % of amortized cost |
- | (2 | ) | - | - | |||||||||||
12-24 months | 167 | (33 | ) | 171 | (26 | ) | ||||||||||
CV 70-100% of amortized cost |
1,519 | (273 | ) | 1,053 | (207 | ) | ||||||||||
CV 40-70% of amortized cost |
264 | (224 | ) | 679 | (527 | ) | ||||||||||
CV < 40 % of amortized cost |
32 | (126 | ) | 63 | (167 | ) | ||||||||||
> 24 months |
|
1,815 |
|
|
(623 |
) |
|
1,795 |
|
|
(901 |
) | ||||
Total | 2,286 | (668 | ) | 2,978 | (1,038 | ) | ||||||||||
Realized gains and losses on debt securities of Aegon Americas, Aegon The Netherlands and Aegon UK | ||||||||||||||||
Realized gains and losses on debt securities of Aegon Americas, Aegon The Netherlands and Aegon UK |
|
Gross realized gains |
|
|
Gross realized losses |
| ||||||||||
December 31, 2012 | ||||||||||||||||
Debt securities |
755 | (285 | ) | |||||||||||||
December 31, 2011 |
||||||||||||||||
Debt securities | 957 | (376 | ) | |||||||||||||
The table below provides the length of time the security was below cost prior to the sale and the respective realized loss for assets not considered impaired. | ||||||||||||||||
Gross realized losses | ||||||||||||||||
0 - 12 months | >12 months | Total | ||||||||||||||
December 31, 2012 | ||||||||||||||||
Debt securities |
(59) | (226) | (285 | ) | ||||||||||||
December 31, 2011 |
||||||||||||||||
Debt securities |
(223) | (153) | (376 | ) |
Impairment losses and recoveries
The composition of Aegon Americas, Aegon The Netherlands and Aegon UKs bond impairment losses and recoveries by issuer for the period ended December 31, 2012 is presented in the table below. Those issuers with impairments or recoveries above EUR 25 million are specifically noted.
Annual Report on Form 20-F 2012 | 205 |
|
2012 |
|
2011 | |||||
|
(Impairment) / |
|
(Impairment) / | |||||
Recovery | Recovery | |||||||
Impairments: | ||||||||
Countrywide Alt LN 2006-0A10 |
- | (55 | ) | |||||
American Home Mtge 2007-5 A1 |
- | (54 | ) | |||||
GSR Mtge Ln TR 2007-0A1 2A3A |
- | (27 | ) | |||||
Bank of Ireland |
- | (29 | ) | |||||
Other (none individually greater than EUR 25 million) |
(157 | ) | (177 | ) | ||||
Subtotal | (157 | ) | (342 | ) | ||||
Recoveries: |
||||||||
Total recoveries |
54 | 48 | ||||||
Sub-total |
|
54 |
|
|
48 |
| ||
Net (impairments) and recoveries | (103 | ) | (294 | ) |
Net (impairments) and recoveries
Net impairments during 2012 totaled EUR 103 million (2011 full year: EUR 294 million), including EUR 120 million (2011: EUR 251 million) of gross impairments related to residential mortgage backed securities in the Americas.
During 2012, Aegon recognized EUR 54 million (2011: EUR 48 million) in recoveries on previously impaired securities. In each case where a recovery was taken on structured securities, improvements in underlying cash flows for the security were documented and modeling results improved significantly. Recoveries on non-structured securities were supported by documented credit events combined with significant market value improvements.
Past due and impaired assets
The tables that follow provide information on past due and individually impaired financial assets for the whole Aegon Group. An asset is past due when a counterparty has failed to make a payment when contractually due. Assets are impaired when an impairment loss has been charged to the income statement relating to this asset. After the impairment loss is reversed in subsequent periods, the asset is no longer considered to be impaired. When the terms and conditions of financial assets have been renegotiated, the terms and conditions of the new agreement apply in determining whether the financial assets are past due.
Aegons policy is to pursue realization of the collateral in an orderly manner as and when liquidity permits. Aegon generally does not use the non-cash collateral for its own operations.
2012 | 2011 | |||||||||||||||||||||||||||||||
Past due but not impaired assets |
|
0-6 months |
|
|
6-12 months |
|
> 1 year | Total |
|
0-6 months |
|
|
6-12 months |
|
> 1 year | Total | ||||||||||||||||
Debt securities - carried at fair value |
1 | 63 | 24 | 88 | 54 | 70 | 49 | 173 | ||||||||||||||||||||||||
Mortgage loans |
68 | 4 | 42 | 114 | 50 | 10 | 52 | 112 | ||||||||||||||||||||||||
Other loans |
1 | - | 2 | 3 | - | - | 1 | 1 | ||||||||||||||||||||||||
Accrued interest |
- | - | 2 | 2 | - | - | 2 | 2 | ||||||||||||||||||||||||
At December 31 | 70 | 67 | 70 | 207 | 104 | 80 | 104 | 288 |
Carrying amount | Carrying amount | |||||||
Impaired financial assets |
2012 | 2011 | ||||||
Shares |
347 | 306 | ||||||
Debt securities - carried at fair value |
1,352 | 1,177 | ||||||
Mortgage loans |
734 | 708 | ||||||
Private Loans |
2 | - | ||||||
Other loans |
4 | 6 | ||||||
Other financial assets - carried at fair value |
23 | 30 | ||||||
At December 31 | 2,462 | 2,227 |
206 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
Equity instruments classified as available-for-sale
Objective evidence of impairment of an investment in an equity instrument classified as available-for-sale includes information about significant changes with an adverse effect that have taken place in the technological, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered. A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost is also objective evidence of impairment. Significant or prolonged decline is generally defined within Aegon as an unrealized loss position for more than six months or a fair value of less than 80% of the cost price of the investment. Additionally, as part of an ongoing process, the equity analysts actively monitor earnings releases, company fundamentals, new developments and industry trends for any signs of possible impairment.
These factors typically require significant management judgment. The impairment review process has resulted in EUR 1 million of impairment charges for the period ended December 31, 2012 (2011: EUR 10 million) for Aegon Americas, Aegon The Netherlands and Aegon UK.
As of December 31, 2012, there are EUR 262 million of gross unrealized gains and EUR 18 million of gross unrealized losses in the equity portfolio of Aegon (2011: EUR 183 million of gross unrealized gains and EUR 23 million of gross unrealized losses). There are no securities held by Aegon with an unrealized loss above EUR 5 million. The table below represents the unrealized gains and losses on share positions held by Aegon Americas, Aegon The Netherlands and Aegon UK.
Carrying value | Carrying value of | |||||||||||||||||||||||||||
of securities with | Gross | securities with | Gross | |||||||||||||||||||||||||
Cost | Carrying | Net unrealized | gross unrealized | unrealized | gross unrealized | unrealized | ||||||||||||||||||||||
basis | value | gains / (losses | ) | gains | gains | losses | losses | |||||||||||||||||||||
December 31, 2012 | ||||||||||||||||||||||||||||
Shares |
568 | 812 | 244 | 731 | 262 | 81 | (18 | ) | ||||||||||||||||||||
December 31, 2011 | ||||||||||||||||||||||||||||
Shares |
642 | 802 | 160 | 682 | 183 | 120 | (23 | ) |
The composition of shares by industry sector in an unrealized loss position held by Aegon Americas, Aegon The Netherlands and Aegon UK at December 31, 2012 and December 31, 2011 is presented in the table below.
2012 | 2011 | |||||||||||||||
Carrying value of | Carrying value of | |||||||||||||||
instruments with | Gross unrealized | instruments with | Gross | |||||||||||||
Unrealized losses on shares |
unrealized losses | losses | unrealized losses | unrealized losses | ||||||||||||
Communication |
- | - | 5 | - | ||||||||||||
Consumer cyclical |
17 | - | 20 | (2 | ) | |||||||||||
Consumer non-cyclical |
- | - | 1 | - | ||||||||||||
Financials |
42 | (17 | ) | 82 | (21 | ) | ||||||||||
Funds |
7 | (1 | ) | 5 | - | |||||||||||
Other |
15 | - | 7 | - | ||||||||||||
Total | 81 | (18 | ) | 120 | (23 | ) |
Impairment losses on shares
The table below provides the length of time the shares held by Aegon Americas, Aegon The Netherlands and Aegon UK were below cost prior to the impairment in 2012.
In million EUR |
0- 6 months | |||
December 31, 2012 | ||||
Shares |
(2 | ) | ||
December 31, 2011 | ||||
Shares | (7 | ) |
There were no issuers with impairments above EUR 25 million.
Annual Report on Form 20-F 2012 | 207 |
Equity market risk and other investments risk
Fluctuations in the equity, real estate and capital markets have affected Aegons profitability, capital position and sales of equity related products in the past and may continue to do so. Exposure to equity, real estate and capital markets exists in both assets and liabilities. Asset exposure exists through direct equity investment, where Aegon bears all or most of the volatility in returns and investment performance risk. Equity market exposure is also present in insurance and investment contracts policyholder accounts where funds are invested in equities, backing variable annuities, unit-linked products and mutual funds. Although most of the risk remains with the policyholder, lower investment returns can reduce the asset management fee earned by Aegon on the asset balance in these products. In addition, some of this business has minimum return or accumulation guarantees. Aegon also operates an Investment and Counterparty Policy that limits the Groups overall counterparty risk exposure.
The general account equity, real estate and other non-fixed-income portfolio of Aegon is as follows:
Equity, real estate and non-fixed income exposure |
Americas | The Netherlands |
United Kingdom |
New Markets |
Holding and other activities |
Total 2012 | ||||||||||||||||||
Equity funds |
868 | 686 | - | 44 | - | 1,598 | ||||||||||||||||||
Common shares 1) |
322 | 10 | 51 | 4 | - | 387 | ||||||||||||||||||
Preferred shares |
221 | - | - | - | - | 221 | ||||||||||||||||||
Investments in real estate |
766 | 1,912 | - | 1 | - | 2,679 | ||||||||||||||||||
Hedge funds |
625 | 2 | - | - | - | 627 | ||||||||||||||||||
Other alternative investments |
1,503 | - | - | - | - | 1,503 | ||||||||||||||||||
Other financial assets |
768 | - | - | 15 | - | 783 | ||||||||||||||||||
At December 31 | 5,073 | 2,610 | 51 | 64 | - | 7,798 |
1 | Common shares in Holding and other activities includes the elimination of treasury shares in the general account for an amount of EUR 8 million. |
Equity, real estate and non-fixed income exposure |
Americas | The Netherlands |
United Kingdom |
New Markets |
Holding and other activities |
Total 2011 | ||||||||||||||||||
Equity funds |
751 | 396 | - | 56 | - | 1,203 | ||||||||||||||||||
Common shares 1) |
327 | 28 | 54 | 4 | 9 | 422 | ||||||||||||||||||
Preferred shares |
149 | 1 | - | - | - | 150 | ||||||||||||||||||
Investments in real estate |
775 | 2,009 | - | - | - | 2,784 | ||||||||||||||||||
Hedge funds |
634 | 18 | - | - | - | 652 | ||||||||||||||||||
Other alternative investments |
1,499 | - | - | - | - | 1,499 | ||||||||||||||||||
Other financial assets |
626 | 102 | - | 13 | - | 741 | ||||||||||||||||||
At December 31 | 4,761 | 2,554 | 54 | 73 | 9 | 7,451 |
1 | Common shares in Holding and other activities includes the elimination of treasury shares in the general account for an amount of EUR 6 million. |
Market risk concentrations - shares | Americas | The Netherlands |
United Kingdom |
New Markets |
Total 2012 1 |
Of which impaired assets |
||||||||||||||||||
Communication |
37 | 1 | - | - | 38 | - | ||||||||||||||||||
Consumer cyclical |
34 | 3 | - | - | 37 | 32 | ||||||||||||||||||
Consumer non-cyclical |
2 | - | - | - | 2 | 1 | ||||||||||||||||||
Financials |
1,274 | 3 | 7 | 11 | 1,295 | 161 | ||||||||||||||||||
Funds |
- | 395 | 45 | 33 | 473 | 139 | ||||||||||||||||||
Industries |
19 | 2 | - | 1 | 22 | - | ||||||||||||||||||
Resources |
- | 1 | - | - | 1 | - | ||||||||||||||||||
Services cyclical |
- | - | - | - | - | - | ||||||||||||||||||
Services non-cyclical |
- | 6 | - | - | 6 | - | ||||||||||||||||||
Technology |
3 | - | - | - | 3 | - | ||||||||||||||||||
Other |
21 | 1 | - | 3 | 25 | 14 | ||||||||||||||||||
At December 31 | 1,390 | 412 | 52 | 48 | 1,902 | 347 |
1 | Includes investments of Holding and other activities. |
208 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
Market risk concentrations - shares | Americas | The Netherlands |
United Kingdom |
New Markets |
Total 2011 1 |
Of which impaired assets |
||||||||||||||||||
Communication |
35 | 1 | - | - | 36 | - | ||||||||||||||||||
Consumer cyclical |
38 | 2 | - | - | 40 | 34 | ||||||||||||||||||
Consumer non-cyclical |
2 | 5 | - | - | 7 | 4 | ||||||||||||||||||
Financials |
1,095 | 17 | 7 | 5 | 1,133 | 93 | ||||||||||||||||||
Funds |
- | 456 | 47 | 53 | 556 | 146 | ||||||||||||||||||
Industries |
- | 4 | - | 1 | 5 | 3 | ||||||||||||||||||
Resources |
- | 4 | - | - | 4 | 3 | ||||||||||||||||||
Services cyclical |
- | 2 | - | - | 2 | 1 | ||||||||||||||||||
Services non-cyclical |
- | 8 | - | - | 8 | 1 | ||||||||||||||||||
Technology |
4 | 3 | - | - | 7 | 2 | ||||||||||||||||||
Other |
36 | 3 | - | - | 39 | 19 | ||||||||||||||||||
At December 31 | 1,210 | 505 | 54 | 59 | 1,837 | 306 |
1 | Includes investments of Holding and other activities. |
The table that follows sets forth the closing levels of certain major indices at the end of the last five years.
2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
S&P 500 |
1,426 | 1,258 | 1,258 | 1,115 | 903 | |||||||||||||||
Nasdaq |
3,020 | 2,605 | 2,653 | 2,269 | 1,577 | |||||||||||||||
FTSE 100 |
5,898 | 5,572 | 5,900 | 5,413 | 4,434 | |||||||||||||||
AEX |
343 | 312 | 355 | 335 | 247 |
The sensitivity analysis of net income and shareholders equity to changes in equity prices is presented in the table below. The sensitivity of shareholders equity and net income to changes in equity markets reflects changes in the market value of Aegons portfolio, changes in DPAC amortization, contributions to pension plans for Aegons employees and the strengthening of the guaranteed minimum benefits, when applicable. The results of equity sensitivity tests are non-linear. The main reason for this is due to equity options sold to clients that are embedded in some of these products and that more severe scenarios could cause accelerated DPAC amortization and guaranteed minimum benefits provisioning, while moderate scenarios may not. Aegon generally has positive income benefits from equity market increases and negative impacts from equity market declines as it earns fees on policyholder account balances and provides minimum guarantees for account values. Aegon added out-of-money options in its portfolio to provide additional protection for equity market declines without negative impacts when equity markets rise.
Sensitivity analysis of net income and shareholders equity to equity markets Immediate change of |
Estimated approximate effects on net income |
Estimated approximate effects on shareholders equity |
||||||
2012 | ||||||||
Equity increase 10% |
(30 | ) | (5 | ) | ||||
Equity decrease 10% |
(135 | ) | (178 | ) | ||||
Equity increase 20% |
(101 | ) | (37 | ) | ||||
Equity decrease 20% |
(253 | ) | (324 | ) | ||||
2011 |
||||||||
Equity increase 10% |
91 | 119 | ||||||
Equity decrease 10% |
(111 | ) | (135 | ) | ||||
Equity increase 20% |
167 | 222 | ||||||
Equity decrease 20% |
(255 | ) | (299 | ) |
Liquidity risk
Liquidity risk is inherent in much of Aegons business. Each asset purchased and liability sold has its own liquidity characteristics. Some liabilities are surrenderable while some assets, such as privately placed loans, mortgage loans, real estate and limited partnership interests, have low liquidity. If Aegon requires significant amounts of cash on short notice in excess of normal cash requirements and existing credit facilities, it may have difficulty selling these investments at attractive prices or in a timely manner.
Annual Report on Form 20-F 2012 | 209 |
Aegon operates a Liquidity Risk Policy under which country units are obliged to maintain sufficient levels of highly liquid assets to meet cash demands by policyholders and account holders over the next two years. Potential cash demands are assessed under a stress scenario including spikes in disintermediation risk due to rising interest rates and concerns over Aegons financial strength due to multiple downgrades of the Groups credit rating. At the same time, the liquidity of assets other than cash and government issues is assumed to be severely impaired for an extended period of time. All units and Aegon Group must maintain enough liquidity in order to meet all cash needs under this extreme scenario.
Aegon holds EUR 34,295 million of general account investments in cash, money market products and sovereign bonds that are readily saleable or redeemable on demand (2011: EUR 32,773 million). The Group expects to meet its obligations, even in a stressed liquidity event, from operating cash flows and the proceeds of maturing assets as well as these highly liquid assets. Further, the Group has access to back up credit facilities, as described in note 39, amounting to EUR 3,268 million which were unused at the end of the reporting period (2011: EUR 3,623 million).
The maturity analysis below shows the remaining contractual maturities of each category of financial liabilities (including coupon interest). When the counterparty has a choice of when an amount is paid, the liability is included on the basis of the earliest date on which it can be required to be paid. Financial liabilities that can be required to be paid on demand without any delay are reported in the category On demand. If there is a notice period, it has been assumed that notice is given immediately and the repayment has been presented at the earliest date after the end of the notice period. When the amount payable is not fixed, the amount reported is determined by reference to the conditions existing at the reporting date. For example, when the amount payable varies with changes in an index, the amount disclosed may be based on the level of the index at the reporting date.
To manage the liquidity risk arising from financial liabilities, Aegon holds liquid assets comprising cash and cash equivalents and investment grade investment securities for which there is an active and liquid market. These assets can be readily sold to meet liquidity requirements. Hence, Aegon believes that it is not necessary to disclose a maturity analysis in respect of these assets to enable users to evaluate the nature and extent of liquidity risk.
Maturity analysis - gross undiscounted contractual cash flows (for non- derivatives) |
On demand | < 1 yr amount |
1 < 5 yrs amount |
5 < 10 yrs amount |
> 10 yrs amount |
Total amount |
||||||||||||||||||
2012 | ||||||||||||||||||||||||
Trust pass-through securities |
- | 8 | 35 | 44 | 188 | 275 | ||||||||||||||||||
Subordinated loans |
- | 1 | 20 | - | 398 | 419 | ||||||||||||||||||
Borrowings 1) |
93 | 1,573 | 9,118 | 873 | 3,370 | 15,027 | ||||||||||||||||||
Investment contracts 2) |
8,434 | 3,020 | 3,902 | 968 | 1,090 | 17,414 | ||||||||||||||||||
Investment contracts for account of policyholders 2) |
20,342 | 5,192 | - | - | 2 | 25,536 | ||||||||||||||||||
Other financial liabilities |
4,518 | 4,616 | 1,430 | 724 | 26 | 11,314 | ||||||||||||||||||
2011 | ||||||||||||||||||||||||
Trust pass-through securities |
- | 9 | 36 | 45 | 200 | 290 | ||||||||||||||||||
Subordinated loans |
- | - | 18 | - | - | 18 | ||||||||||||||||||
Borrowings 1) |
50 | 2,672 | 5,515 | 1,090 | 3,333 | 12,660 | ||||||||||||||||||
Investment contracts 2) |
9,564 | 2,583 | 6,151 | 665 | 1,406 | 20,369 | ||||||||||||||||||
Investment contracts for account of policyholders 2) |
17,758 | 5,386 | - | - | - | 23,144 | ||||||||||||||||||
Other financial liabilities |
10,610 | 3,371 | 1,478 | 689 | - | 16,148 |
1 | Borrowings include debentures and other loans, short term deposits, bank overdrafts and commercial paper; refer to note 39 for more details. |
2 | Excluding investment contracts with discretionary participating features. |
Aegons liquidity management is based on expected claims and benefit payments rather than on the contractual maturities. The projected cash benefit payments in the table below are based on managements best estimates of the expected gross benefits and expenses, partially offset by the expected gross premiums, fees and charges relating to the existing business in force. Estimated cash benefit payments are based on mortality, morbidity and lapse assumptions based on Aegons historical experience, modified for recently observed trends. Actual payment obligations may differ if experience varies from these assumptions. The cash benefit payments are presented on an undiscounted basis and are before deduction of tax and before reinsurance.
210 | Notes to the consolidated financial statements of Aegon N.V. Note 4 |
Financial liabilities relating to insurance and investment contracts 1) |
On demand | < 1 yr amount |
1 < 5 yrs amount |
5 < 10 yrs amount |
> 10 yrs amount |
Total amount |
||||||||||||||||||
2012 | ||||||||||||||||||||||||
Insurance contracts |
- | 7,363 | 29,566 | 26,026 | 144,411 | 207,366 | ||||||||||||||||||
Insurance contracts for account of policyholders |
- | 5,042 | 21,071 | 19,905 | 70,971 | 116,989 | ||||||||||||||||||
Investment contracts |
- | 6,178 | 7,235 | 2,462 | 4,606 | 20,481 | ||||||||||||||||||
Investment contracts for account of policyholders |
95 | 6,417 | 23,191 | 20,653 | 57,291 | 107,647 | ||||||||||||||||||
2011 | ||||||||||||||||||||||||
Insurance contracts |
- | 6,362 | 27,605 | 22,533 | 128,545 | 185,045 | ||||||||||||||||||
Insurance contracts for account of policyholders |
- | 5,989 | 21,909 | 19,499 | 65,464 | 112,861 | ||||||||||||||||||
Investment contracts |
- | 6,203 | 10,135 | 2,117 | 5,412 | 23,867 | ||||||||||||||||||
Investment contracts for account of policyholders |
95 | 6,023 | 20,712 | 19,853 | 68,182 | 114,865 |
1 | The liability amount in the consolidated financial statements reflects the discounting for interest as well as adjustments for the timing of other factors as described above. As a result, the sum of the cash benefit payments shown for all years in the table exceeds the corresponding liability amounts included in notes 35, 36, 37 and 38. |
The following table details the Groups liquidity analysis for its derivative financial instruments, based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis, and the undiscounted gross inflows and outflows on those derivatives that require gross settlement.
Maturity analysis (derivatives 1)) (Contractual cash flows) 2012 |
On demand | < 1 yr amount |
1 < 5 yrs amount |
5 < 10 yrs amount |
> 10 yrs amount |
Total amount |
||||||||||||||||||
Gross settled | ||||||||||||||||||||||||
Cash inflows |
- | 11,349 | 15,442 | 19,038 | 38,762 | 84,591 | ||||||||||||||||||
Cash outflows |
- | (11,418) | (15,747) | (19,264) | (37,480) | (83,909) | ||||||||||||||||||
Net settled | ||||||||||||||||||||||||
Cash inflows |
- | 1,049 | 6,528 | 560 | 2,526 | 10,663 | ||||||||||||||||||
Cash outflows |
- | (930) | (4,951) | (294) | (2,033) | (8,208) |
1 | Financial derivatives include all derivatives regardless whether they have a positive or a negative value. It does not include bifurcated embedded derivatives. These are presented together with the host contract. For interest rate derivatives only cash flows related to the pay leg are taken into account for determining the gross undiscounted cash flows. |
Maturity analysis (derivatives 1)) (Contractual cash flows) 2011 |
On demand | < 1 yr amount |
1 < 5 yrs amount |
5 < 10 yrs amount |
> 10 yrs amount |
Total amount |
||||||||||||||||||
Gross settled | ||||||||||||||||||||||||
Cash inflows |
- | 13,980 | 14,951 | 17,267 | 32,344 | 78,542 | ||||||||||||||||||
Cash outflows |
- | (14,055) | (14,777) | (17,515) | (31,636) | (77,983) | ||||||||||||||||||
Net settled | ||||||||||||||||||||||||
Cash inflows |
- | 330 | 1,067 | 1,545 | 5,299 | 8,241 | ||||||||||||||||||
Cash outflows |
- | (344) | (554) | (989) | (3,140) | (5,027) |
1 | Financial derivatives include all derivatives regardless whether they have a positive or a negative value. It does not include bifurcated embedded derivatives. These are presented together with the host contract. For interest rate derivatives only cash flows related to the pay leg are taken into account for determining the gross undiscounted cash flows. |
Underwriting risk
Aegons earnings depend significantly upon the extent to which actual claims experience differs from the assumptions used in setting the prices for products and establishing the technical liabilities and liabilities for claims. To the extent that actual claims experience is less favorable than the underlying assumptions used in establishing such liabilities, income would be reduced. Furthermore, if these higher claims were part of a permanent trend, Aegon may be required to increase liabilities, which could reduce income. In addition, certain acquisition costs related to the sale of new policies and the purchase of policies already in force have been recorded as assets on the statement of financial position and are being amortized into income over time. If the assumptions relating to the future
Annual Report on Form 20-F 2012 | 211 |
profitability of these policies (such as future claims, investment income and expenses) are not realized, the amortization of these costs could be accelerated and may even require write offs due to unrecoverability. This could have a materially adverse effect on Aegons business, results of operations and financial condition.
Sources of underwriting risk include policy lapses and policy claims (such as mortality and morbidity). In general, Aegon is at risk if policy lapses increase as sometimes Aegon is unable to fully recover up front expenses in selling a product despite the presence of commission recoveries or surrender charges and fees. For mortality and morbidity risk, Aegon sells certain types of policies that are at risk if mortality or morbidity increases, such as term life insurance and accident insurance, and sells certain types of policies that are at risk if mortality decreases (longevity risk) such as annuity products. Aegon is also at risk if expenses are higher than assumed by management.
Aegon monitors and manages its underwriting risk by underwriting risk type. Attribution analysis is performed on earnings and reserve movements in order to understand the source of any material variation in actual results from what was expected. Aegons units also perform experience studies for underwriting risk assumptions, comparing Aegons experience to industry experience as well as combining Aegons experience and industry experience based on the depth of the history of each source to Aegons underwriting assumptions. Where policy charges are flexible in products, Aegon uses these analyses as the basis for modifying these charges, with a view to maintain a balance between policyholder and shareholder interests. Aegon also has the ability to reduce expense levels over time, thus mitigating unfavorable expense variation.
Sensitivity analysis of net income and shareholders equity to various underwriting risks is shown in the table that follows. The sensitivities represent an increase or decrease of mortality and morbidity rates over best estimate. Increases in mortality rates lead to an increase in the level of benefits and claims. The impact on net income and shareholders equity of sales transactions of investments required to meet the higher cash outflow is reflected in the sensitivities.
Sensitivity analysis of net income and shareholders equity to changes in various underwriting risks Estimated approximate effect |
2012 | 2011 | ||||||||||||||||||
On shareholders |
On net income | On shareholders equity |
On net income | |||||||||||||||||
20% increase in lapse rates |
(95 | ) | (82 | ) | (45 | ) | (46 | ) | ||||||||||||
20% decrease in lapse rates |
69 | 86 | 46 | 48 | ||||||||||||||||
10% increase in mortality rates |
(86 | ) | (70 | ) | (57 | ) | (58 | ) | ||||||||||||
10% decrease in mortality rates |
53 | 67 | 59 | 59 | ||||||||||||||||
10% increase in morbidity rates |
(83 | ) | (69 | ) | (67 | ) | (67 | ) | ||||||||||||
10% decrease in morbidity rates |
52 | 69 | 66 | 66 |
A change in actual experience with mortality or morbidity rates may not lead to a change in the assumptions underlying the measurement of the insurance liabilities as management may recognize that the change is temporary. Life insurers are also exposed to longevity risk. Increased life expectation above Aegons assumed life expectation at the time of underwriting negatively impacts its results. Refer to note 2.19 for a discussion on how longevity assumptions are accounted for.
In 2012, Aegon The Netherlands partially hedges the risk of future longevity increases in the Netherlands related to a part of its insurance liabilities. Aegon The Netherlands bought a longevity index derivative, which will pay out if in twenty years the mortality rates have decreased more than a predetermined percentage compared to the base scenario at the moment of signing the contract. Payout of the derivative is defined based on a cumulative cash index, which represents the cumulative payout to a predefined (synthetic) insured population in relation to the expected payout (in the base scenario) to this same population. Both parties in the contract have the possibility to terminate the contract after ten years (early termination clause). The payout is maximized at a predetermined percentage compared to the base scenario.
On March 1, 2011, the European Court of Justice (ECJ) delivered a judgment in the Test Achats case which relates to the ability of an insurance company to use gender as a rating factor when pricing risk. The ECJ has ruled that using gender as a rating factor when pricing risk is invalid. However, the ECJ has granted a transitional period for relief for implementation. The effect of this is that, as from December 21, 2012, it will be unlawful to use gender-related factors for determining premiums and benefits under insurance policies.
212 | Notes to the consolidated financial statements of Aegon N.V. Note 5 |
Other risks
In December 2008, Aegon issued EUR 3 billion of non-voting convertible core capital securities to Vereniging Aegon, which was funded by the Dutch State and which subsequently required approval by the European Commission. In connection with the approval granted by the European Commission Aegon agreed with the Dutch Ministry of Finance to certain requirements on Aegon and its future actions. These requirements included behavioral constraints and structural measures. The behavioral constraints expired with the full repurchase of the convertible core capital securities and repayment of the Dutch State on June 15, 2011.
The structural measures that remained in force throughout 2012 include a reduction of the total U.S. general account assets, full delta hedging of the U.S. variable annuity guaranteed minimum income benefit back book, improvement of the ratio of consolidated shareholders equity to total equity base to at least 75% by December 2012, acceleration of the run-off of certain portfolios, and selling or putting into run-off Aegons U.K. bulk purchase annuity business.
Income statement - Underlying earnings |
Americas | The Netherlands |
United Kingdom |
New Markets |
Holding and other activities |
Eliminations | Segment total |
Associates eliminations |
Consolidated | |||||||||||||||||||||||||||
2012 | ||||||||||||||||||||||||||||||||||||
Underlying earnings before tax | 1,317 | 315 | 105 | 274 | (220 | ) | (4 | ) | 1,787 | (7 | ) | 1,780 | ||||||||||||||||||||||||
Fair value items |
(76 | ) | 112 | (31 | ) | (1 | ) | (4 | ) | - | - | - | - | |||||||||||||||||||||||
Realized gains / (losses) on investments |
175 | 138 | 84 | 10 | - | - | 407 | - | 407 | |||||||||||||||||||||||||||
Impairment charges |
(181 | ) | (37 | ) | - | (26 | ) | (4 | ) | 2 | (246 | ) | 1 | (245 | ) | |||||||||||||||||||||
Impairment reversals |
64 | 8 | - | - | - | (2 | ) | 70 | - | 70 | ||||||||||||||||||||||||||
Other income / (charges) |
(28 | ) | (279 | ) | 34 | 113 | (2 | ) | - | (162 | ) | - | (162 | ) | ||||||||||||||||||||||
Run-off businesses |
2 | - | - | - | - | - | 2 | - | 2 | |||||||||||||||||||||||||||
Income before tax | 1,273 | 257 | 192 | 370 | (230 | ) | (4 | ) | 1,858 | (6 | ) | 1,852 | ||||||||||||||||||||||||
Income tax (expense) / benefit |
(248 | ) | (5 | ) | (23 | ) | (121 | ) | 71 | - | (326 | ) | 6 | (320 | ) | |||||||||||||||||||||
Net income | 1,025 | 252 | 169 | 249 | (159 | ) | (4 | ) | 1,532 | - | 1,532 | |||||||||||||||||||||||||
Intersegment underlying earnings |
(191 | ) | (60 | ) | (62 | ) | 286 | 27 | - | - | - | - | ||||||||||||||||||||||||
Revenues | ||||||||||||||||||||||||||||||||||||
2012 | ||||||||||||||||||||||||||||||||||||
Life insurance gross premiums |
6,541 | 3,004 | 6,047 | 1,374 | - | (73 | ) | 16,893 | (227 | ) | 16,666 | |||||||||||||||||||||||||
Accident and health insurance |
1,833 | 220 | - | 188 | 5 | (5 | ) | 2,241 | - | 2,241 | ||||||||||||||||||||||||||
General insurance |
- | 475 | - | 144 | - | - | 619 | - | 619 | |||||||||||||||||||||||||||
Total gross premiums | 8,374 | 3,699 | 6,047 | 1,706 | 5 | (78 | ) | 19,753 | (227 | ) | 19,526 | |||||||||||||||||||||||||
Investment income |
3,654 | 2,212 | 2,337 | 319 | 374 | (374 | ) | 8,522 | (21 | ) | 8,501 | |||||||||||||||||||||||||
Fee and commission income |
1,177 | 329 | 133 | 524 | - | (263 | ) | 1,900 | - | 1,900 | ||||||||||||||||||||||||||
Other revenues |
5 | - | - | 3 | 5 | - | 13 | (3 | ) | 10 | ||||||||||||||||||||||||||
Total revenues | 13,210 | 6,240 | 8,517 | 2,552 | 384 | (715 | ) | 30,188 | (251 | ) | 29,937 | |||||||||||||||||||||||||
Inter-segment revenues |
31 | 2 | 1 | 310 | 371 | - | - | - | - |
In 2012, Aegon has revised its financial reporting to reflect changes in its organization. Businesses in Asia, which were previously managed by Aegon Americas, are included in the Asia line of business within the New Markets segment. For the full year 2011, the underlying earnings before tax generated by the Asian operations totaling EUR 37 million were previously reported under the Americas segment.
Annual Report on Form 20-F 2012 | 213 |
Income statement - Underlying earnings |
Americas | The Netherlands |
United Kingdom |
New Markets |
Holding and other activities |
Eliminations | Segment total |
Associates eliminations |
Consolidated | |||||||||||||||||||||||||||
2011 | ||||||||||||||||||||||||||||||||||||
Underlying earnings before tax | 1,273 | 298 | 5 | 249 | (306) | 3 | 1,522 | (13) | 1,509 | |||||||||||||||||||||||||||
Fair value items |
(477) | 156 | (6) | (30) | (59) | - | (416) | - | (416) | |||||||||||||||||||||||||||
Realized gains / (losses) on investments |
119 | 269 | 51 | 7 | - | - | 446 | - | 446 | |||||||||||||||||||||||||||
Impairment charges |
(306) | (16) | (62) | (61) | - | 1 | (444) | 4 | (440) | |||||||||||||||||||||||||||
Impairment reversals |
56 | 1 | - | - | - | (1) | 56 | - | 56 | |||||||||||||||||||||||||||
Other income / (charges) |
(35) | (164) | (57) | 7 | (18) | - | (267) | - | (267) | |||||||||||||||||||||||||||
Run-off businesses |
28 | - | - | - | - | - | 28 | - | 28 | |||||||||||||||||||||||||||
Income before tax | 658 | 544 | (69) | 172 | (383) | 3 | 925 | (9) | 916 | |||||||||||||||||||||||||||
Income tax (expense) / benefit |
(15) | (125) | 17 | (61) | 131 | - | (53) | 9 | (44) | |||||||||||||||||||||||||||
Net income | 643 | 419 | (52) | 111 | (252) | 3 | 872 | - | 872 | |||||||||||||||||||||||||||
Intersegment underlying earnings |
(157) | (105) | (68) | 257 | 73 | |||||||||||||||||||||||||||||||
Revenues | ||||||||||||||||||||||||||||||||||||
2011 | ||||||||||||||||||||||||||||||||||||
Life insurance gross premiums |
6,004 | 3,213 | 6,474 | 1,600 | - | (55) | 17,236 | (383) | 16,853 | |||||||||||||||||||||||||||
Accident and health insurance |
1,672 | 216 | - | 179 | - | - | 2,067 | - | 2,067 | |||||||||||||||||||||||||||
General insurance |
- | 452 | - | 149 | - | - | 601 | - | 601 | |||||||||||||||||||||||||||
Total gross premiums | 7,676 | 3,881 | 6,474 | 1,928 | - | (55) | 19,904 | (383) | 19,521 | |||||||||||||||||||||||||||
Investment income |
3,565 | 2,192 | 2,154 | 320 | 392 | (385) | 8,238 | (70) | 8,168 | |||||||||||||||||||||||||||
Fee and commission income |
766 | 329 | 137 | 469 | - | (237) | 1,464 | - | 1,464 | |||||||||||||||||||||||||||
Other revenues |
1 | - | - | 1 | 4 | - | 6 | - | 6 | |||||||||||||||||||||||||||
Total revenues | 12,008 | 6,402 | 8,765 | 2,718 | 396 | (677) | 29,612 | (453) | 29,159 | |||||||||||||||||||||||||||
Inter-segment revenues |
28 | 2 | 2 | 270 | 375 | |||||||||||||||||||||||||||||||
Income statement - Underlying earnings |
Americas | The Netherlands |
United Kingdom |
New Markets |
Holding and other activities |
Eliminations | Segment total |
Associates eliminations |
Consolidated | |||||||||||||||||||||||||||
2010 | ||||||||||||||||||||||||||||||||||||
Underlying earnings before tax | 1,414 | 385 | 72 | 245 | (283) | - | 1,833 | (9) | 1,824 | |||||||||||||||||||||||||||
Fair value items |
(24) | 361 | (9) | (10) | (97) | - | 221 | - | 221 | |||||||||||||||||||||||||||
Realized gains / (losses) on investments |
376 | 155 | 14 | 17 | 96 | - | 658 | (2) | 656 | |||||||||||||||||||||||||||
Impairment charges |
(463) | (17) | (39) | (22) | - | (1) | (542) | - | (542) | |||||||||||||||||||||||||||
Impairment reversals |
81 | 6 | 3 | - | - | - | 90 | - | 90 | |||||||||||||||||||||||||||
Other income / (charges) |
(304) | 38 | 48 | (58) | (34) | 1 | (309) | - | (309) | |||||||||||||||||||||||||||
Run-off businesses |
(26) | - | - | - | - | - | (26) | - | (26) | |||||||||||||||||||||||||||
Income before tax | 1,054 | 928 | 89 | 172 | (318) | - | 1,925 | (11) | 1,914 | |||||||||||||||||||||||||||
Income tax (expense) / benefit |
50 | (217) | (5) | (53) | 60 | - | (165) | 11 | (154) | |||||||||||||||||||||||||||
Net income | 1,104 | 711 | 84 | 119 | (258) | - | 1,760 | - | 1,760 | |||||||||||||||||||||||||||
Intersegment underlying earnings |
(131) | (51) | (67) | 225 | 24 | |||||||||||||||||||||||||||||||
Revenues | ||||||||||||||||||||||||||||||||||||
2010 | ||||||||||||||||||||||||||||||||||||
Life insurance gross premiums |
6,499 | 3,185 | 7,425 | 1,731 | - | (47) | 18,793 | (427) | 18,366 | |||||||||||||||||||||||||||
Accident and health insurance |
1,748 | 201 | - | 174 | - | - | 2,123 | (2) | 2,121 | |||||||||||||||||||||||||||
General insurance |
- | 451 | - | 159 | - | - | 610 | - | 610 | |||||||||||||||||||||||||||
Total gross premiums | 8,247 | 3,837 | 7,425 | 2,064 | - | (47) | 21,526 | (429) | 21,097 | |||||||||||||||||||||||||||
Investment income |
3,999 | 2,161 | 2,340 | 308 | 375 | (349) | 8,834 | (72) | 8,762 | |||||||||||||||||||||||||||
Fee and commission income |
1,015 | 348 | 164 | 486 | - | (269) | 1,744 | - | 1,744 | |||||||||||||||||||||||||||
Other revenues |
1 | - | - | 4 | 1 | - | 6 | (1) | 5 | |||||||||||||||||||||||||||
Total revenues | 13,262 | 6,346 | 9,929 | 2,862 | 376 | (665) | 32,110 | (502) | 31,608 | |||||||||||||||||||||||||||
Inter-segment revenues |
24 | 1 | 3 | 292 | 345 |
214 | Notes to the consolidated financial statements of Aegon N.V. Note 5 |
The Group uses underlying earnings before tax in its segment reporting as an important indicator of its financial performance. The reconciliation of this measure to the income before tax is shown below. Aegon believes that underlying earnings before tax, together with the other information included in this report, provides a meaningful measure for the investing public to evaluate Aegons business relative to the businesses of its peers.
Note | 2012 | 2011 | 2010 | |||||||||||||||||
Underlying earnings before tax | 1,780 | 1,509 | 1,824 | |||||||||||||||||
Fair value items |
(142 | ) | (308 | ) | 369 | |||||||||||||||
Realized gains and (losses) on financial investments |
10 | 549 | 803 | 564 | ||||||||||||||||
Gains and (losses) on investments in real estate |
10 | (53 | ) | (49 | ) | 135 | ||||||||||||||
Fair value changes on economic hedges for which no hedge accounting is applied |
10 | (88 | ) | (117 | ) | (119 | ) | |||||||||||||
Ineffective portion of hedge transactions for which hedge accounting is applied |
10 | 5 | 13 | (1 | ) | |||||||||||||||
Realized gains and (losses) on repurchased debt |
10 | 7 | 4 | 18 | ||||||||||||||||
DPAC / VOBA offset |
14 | (138 | ) | (289 | ) | (27 | ) | |||||||||||||
Impairment (charges)/reversals |
15 | (180 | ) | (481 | ) | (694 | ) | |||||||||||||
Other income / (charges) |
|
11, 12, 14, 16, 17 |
|
110 | (197 | ) | (129 | ) | ||||||||||||
Run-off businesses |
2 | 28 | (26 | ) | ||||||||||||||||
Income/(loss) before tax | 1,852 | 916 | 1,914 | |||||||||||||||||
Other selected income statement items | Americas | The Netherlands |
United Kingdom |
New Markets |
Holding and other activities |
Total | ||||||||||||||
2012 | ||||||||||||||||||||
Amortization of deferred expenses, VOBA and future servicing rights |
830 | 83 | 295 | 140 | - | 1,348 | ||||||||||||||
Depreciation |
31 | 23 | 10 | 16 | 11 | 91 | ||||||||||||||
Impairment charges / (reversals) on financial assets, excluding receivables |
122 | 28 | - | 26 | 4 | 180 | ||||||||||||||
Impairment charges / (reversals) on non-financial assets and receivables |
4 | 8 | - | 14 | - | 26 | ||||||||||||||
2011 |
||||||||||||||||||||
Amortization of deferred expenses, VOBA and future servicing rights |
1,092 | 91 | 258 | 131 | - | 1,572 | ||||||||||||||
Depreciation |
33 | 19 | 8 | 13 | 5 | 78 | ||||||||||||||
Impairment charges / (reversals) on financial assets, excluding receivables |
271 | 15 | 63 | 57 | - | 406 | ||||||||||||||
Impairment charges / (reversals) on non-financial assets and receivables |
(1) | 71 | 5 | 2 | - | 77 | ||||||||||||||
2010 |
- | |||||||||||||||||||
Amortization of deferred expenses, VOBA and future servicing rights |
1,043 | 99 | 250 | 118 | - | 1,510 | ||||||||||||||
Depreciation |
41 | 18 | 12 | 15 | 2 | 88 | ||||||||||||||
Impairment charges / (reversals) on financial assets, excluding receivables |
454 | 11 | 36 | 24 | - | 525 | ||||||||||||||
Impairment charges / (reversals) on non-financial assets and receivables |
161 | (2) | 1 | 16 | - | 176 |
Annual Report on Form 20-F 2012 | 215 |
Number of employees | Americas | The Netherlands |
United Kingdom |
New Markets |
Holding and other |
Total | ||||||||||||||||||||||
2012 | ||||||||||||||||||||||||||||
Employees - excluding agents | 9,900 | 4,136 | 2,721 | 4,353 | 450 | 21,560 | ||||||||||||||||||||||
Agent employees | 1,604 | 321 | 72 | 827 | 23 | 2,847 | ||||||||||||||||||||||
Total | 11,504 | 4,457 | 2,793 | 5,180 | 473 | 24,407 | ||||||||||||||||||||||
2011 |
||||||||||||||||||||||||||||
Employees - excluding agents | 10,182 | 4,457 | 3,122 | 4,161 | 327 | 22,249 | ||||||||||||||||||||||
Agent employees | 1,630 | 382 | 81 | 946 | - | 3,039 | ||||||||||||||||||||||
Total | 11,812 | 4,839 | 3,203 | 5,107 | 327 | 25,288 | ||||||||||||||||||||||
2010 |
||||||||||||||||||||||||||||
Employees - excluding agents | 11,223 | 4,652 | 4,056 | 4,161 | 316 | 24,408 | ||||||||||||||||||||||
Agent employees | 1,450 | 470 | 82 | 1,064 | - | 3,066 | ||||||||||||||||||||||
Total | 12,673 | 5,122 | 4,138 | 5,225 | 316 | 27,474 | ||||||||||||||||||||||
Summarized assets and liabilities per segment | Americas | The Netherlands |
United Kingdom |
New Markets |
Holding and other activities |
Eliminations | Total | |||||||||||||||||||||
2012 | ||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||
VOBA and future servicing rights | 1,563 | 66 | 396 | 218 | - | - | 2,243 | |||||||||||||||||||||
Investments general account | 86,459 | 42,838 | 11,338 | 4,790 | 759 | (2 | ) | 146,182 | ||||||||||||||||||||
Investments for account of policyholders | 65,970 | 25,094 | 55,886 | 6,726 | - | (6 | ) | 153,670 | ||||||||||||||||||||
Investments in associates | 90 | 79 | 8 | 648 | 4 | - | 829 | |||||||||||||||||||||
Deferred expenses | 7,225 | 178 | 3,600 | 684 | - | - | 11,687 | |||||||||||||||||||||
Other assets | 16,977 | 27,243 | 2,288 | 3,090 | 39,067 | (37,210 | ) | 51,455 | ||||||||||||||||||||
Total assets | 178,284 | 95,498 | 73,516 | 16,156 | 39,830 | (37,218 | ) | 366,066 | ||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
Insurance contracts general account |
68,153 | 23,850 | 9,932 | 4,837 | (7 | ) | (1,556 | ) | 105,209 | |||||||||||||||||||
Insurance contracts for account of policyholders |
45,589 | 26,158 | 2,011 | 3,113 | - | - | 76,871 | |||||||||||||||||||||
Investment contracts general account |
12,256 | 4,655 | 672 | 185 | - | - | 17,768 | |||||||||||||||||||||
Investment contracts for account of policyholders |
20,381 | 2 | 54,422 | 3,613 | - | - | 78,418 | |||||||||||||||||||||
Other liabilities |
13,779 | 35,478 | 2,211 | 1,952 | 10,176 | (5,457 | ) | 58,139 | ||||||||||||||||||||
Total liabilities | 160,158 | 90,143 | 69,248 | 13,700 | 10,169 | (7,013 | ) | 336,405 |
216 | Notes to the consolidated financial statements of Aegon N.V. Note 5 |
Summarized assets and liabilities per segment | Americas | The Netherlands |
United Kingdom |
New Markets |
Holding and other activities |
Eliminations | Total | |||||||||||||||||||||
2011 | ||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||
VOBA and future servicing rights | 1,794 | 73 | 401 | 215 | - | - | 2,483 | |||||||||||||||||||||
Investments general account | 89,573 | 39,019 | 9,952 | 4,782 | 755 | (2 | ) | 144,079 | ||||||||||||||||||||
Investments for account of policyholders | 61,729 | 23,223 | 51,166 | 6,415 | - | (4 | ) | 142,529 | ||||||||||||||||||||
Investments in associates | 77 | 52 | 9 | 600 | 4 | - | 742 | |||||||||||||||||||||
Deferred expenses | 7,049 | 239 | 3,498 | 646 | - | - | 11,432 | |||||||||||||||||||||
Other assets | 17,009 | 18,890 | 3,187 | 2,928 | 35,878 | (33,781 | ) | 44,111 | ||||||||||||||||||||
Total assets | 177,231 | 81,496 | 68,213 | 15,586 | 36,637 | (33,787 | ) | 345,376 | ||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
Insurance contracts general account |
69,626 | 22,437 | 9,377 | 4,801 | - | (1,267 | ) | 104,974 | ||||||||||||||||||||
Insurance contracts for account of policyholders |
43,909 | 24,488 | 2,091 | 2,937 | - | - | 73,425 | |||||||||||||||||||||
Investment contracts general account |
14,408 | 5,534 | 719 | 186 | - | - | 20,847 | |||||||||||||||||||||
Investment contracts for account of policyholders |
17,823 | - | 50,132 | 3,478 | - | - | 71,433 | |||||||||||||||||||||
Other liabilities |
13,937 | 24,826 | 2,362 | 1,858 | 10,903 | (4,923 | ) | 48,963 | ||||||||||||||||||||
Total liabilities | 159,703 | 77,285 | 64,681 | 13,260 | 10,903 | (6,190 | ) | 319,642 | ||||||||||||||||||||
Investments | Americas | The Netherlands |
United Kingdom |
New Markets |
Holding and other activities |
Eliminations | Total | |||||||||||||||||||||
2012 | ||||||||||||||||||||||||||||
Shares | 1,390 | 412 | 51 | 48 | - | (2 | ) | 1,899 | ||||||||||||||||||||
Bonds | 63,686 | 19,256 | 11,066 | 4,000 | - | - | 98,008 | |||||||||||||||||||||
Loans | 8,910 | 20,972 | 5 | 693 | - | - | 30,580 | |||||||||||||||||||||
Other financial assets | 11,707 | 286 | 216 | 48 | 759 | - | 13,016 | |||||||||||||||||||||
Investments in real estate | 766 | 1,912 | - | 1 | - | - | 2,679 | |||||||||||||||||||||
Investments general account | 86,459 | 42,838 | 11,338 | 4,790 | 759 | (2 | ) | 146,182 | ||||||||||||||||||||
Shares | - | 8,406 | 28,378 | 3,720 | - | (6 | ) | 40,498 | ||||||||||||||||||||
Bonds | - | 16,266 | 12,997 | 430 | - | - | 29,693 | |||||||||||||||||||||
Separate accounts and investment funds | 65,970 | - | 10,099 | 1,259 | - | - | 77,328 | |||||||||||||||||||||
Other financial assets | - | 422 | 3,404 | 1,317 | - | - | 5,143 | |||||||||||||||||||||
Investments in real estate | - | - | 1,008 | - | - | - | 1,008 | |||||||||||||||||||||
Investments for account of policyholders | 65,970 | 25,094 | 55,886 | 6,726 | - | (6 | ) | 153,670 | ||||||||||||||||||||
Investments on balance sheet |
152,429 | 67,932 | 67,224 | 11,516 | 759 | (8 | ) | 299,852 | ||||||||||||||||||||
Off balance sheet investments third parties |
100,725 | - | 10 | 57,217 | - | - | 157,952 | |||||||||||||||||||||
Total revenue generating investments | 253,154 | 67,932 | 67,234 | 68,733 | 759 | (8 | ) | 457,804 | ||||||||||||||||||||
Investments | ||||||||||||||||||||||||||||
Available-for-sale |
72,271 | 19,717 | 11,287 | 3,808 | 19 | - | 107,102 | |||||||||||||||||||||
Loans |
8,910 | 20,972 | 5 | 693 | - | - | 30,580 | |||||||||||||||||||||
Held-to-maturity |
- | - | - | 189 | - | - | 189 | |||||||||||||||||||||
Financial assets at fair value through profit or loss |
70,482 | 25,331 | 54,924 | 6,825 | 740 | (8 | ) | 158,294 | ||||||||||||||||||||
Investments in real estate |
766 | 1,912 | 1,008 | 1 | - | - | 3,687 | |||||||||||||||||||||
Total investments on balance sheet | 152,429 | 67,932 | 67,224 | 11,516 | 759 | (8 | ) | 299,852 | ||||||||||||||||||||
Investments in associates | 90 | 79 | 8 | 648 | 4 | - | 829 | |||||||||||||||||||||
Other assets | 25,765 | 27,487 | 6,284 | 3,992 | 39,106 | (37,249 | ) | 65,385 | ||||||||||||||||||||
Consolidated total assets | 178,284 | 95,498 | 73,516 | 16,156 | 39,869 | (37,257 | ) | 366,066 |
Annual Report on Form 20-F 2012 | 217 |
Investments | Americas | The Netherlands |
United Kingdom |
New Markets |
Holding and other activities |
Eliminations | Total | |||||||||||||||||||||
2011 | ||||||||||||||||||||||||||||
Shares |
1,209 | 505 | 54 | 60 | 11 | (2 | ) | 1,837 | ||||||||||||||||||||
Bonds |
64,853 | 17,640 | 9,890 | 4,036 | - | - | 96,419 | |||||||||||||||||||||
Loans |
10,260 | 18,825 | 8 | 643 | - | - | 29,736 | |||||||||||||||||||||
Other financial assets |
12,476 | 40 | - | 43 | 744 | - | 13,303 | |||||||||||||||||||||
Investments in real estate |
775 | 2,009 | - | - | - | - | 2,784 | |||||||||||||||||||||
Investments general account | 89,573 | 39,019 | 9,952 | 4,782 | 755 | (2 | ) | 144,079 | ||||||||||||||||||||
Shares |
- | 7,608 | 26,045 | 3,459 | - | (4 | ) | 37,108 | ||||||||||||||||||||
Bonds |
- | 15,124 | 11,975 | 277 | - | - | 27,376 | |||||||||||||||||||||
Separate accounts and investment funds |
61,729 | - | 8,495 | 1,060 | - | - | 71,284 | |||||||||||||||||||||
Other financial assets |
- | 491 | 3,519 | 1,619 | - | - | 5,629 | |||||||||||||||||||||
Investments in real estate |
- | - | 1,132 | - | - | - | 1,132 | |||||||||||||||||||||
Investments for account of policyholders | 61,729 | 23,223 | 51,166 | 6,415 | - | (4 | ) | 142,529 | ||||||||||||||||||||
Investments on balance sheet |
151,302 | 62,242 | 61,118 | 11,197 | 755 | (6 | ) | 286,608 | ||||||||||||||||||||
Off balance sheet investments third parties |
91,951 | - | - | 44,959 | - | - | 136,910 | |||||||||||||||||||||
Total revenue generating investments | 243,253 | 62,242 | 61,118 | 56,156 | 755 | (6 | ) | 423,518 | ||||||||||||||||||||
Investments | ||||||||||||||||||||||||||||
Available-for-sale |
74,060 | 18,016 | 9,896 | 3,861 | 27 | - | 105,860 | |||||||||||||||||||||
Loans |
10,260 | 18,825 | 8 | 643 | - | - | 29,736 | |||||||||||||||||||||
Held-to-maturity |
- | - | - | 168 | - | - | 168 | |||||||||||||||||||||
Financial assets at fair value through profit or loss |
66,207 | 23,392 | 50,082 | 6,525 | 728 | (6 | ) | 146,928 | ||||||||||||||||||||
Investments in real estate |
775 | 2,009 | 1,132 | - | - | - | 3,916 | |||||||||||||||||||||
Total investments on balance sheet | 151,302 | 62,242 | 61,118 | 11,197 | 755 | (6 | ) | 286,608 | ||||||||||||||||||||
Investments in associates |
77 | 52 | 9 | 600 | 4 | - | 742 | |||||||||||||||||||||
Other assets |
25,852 | 19,202 | 7,086 | 3,789 | 35,878 | (33,781 | ) | 58,026 | ||||||||||||||||||||
Consolidated total assets | 177,231 | 81,496 | 68,213 | 15,586 | 36,637 | (33,787 | ) | 345,376 |
6 Premium income and premiums to reinsurers
Gross | Reinsurance | |||||||
2012 | ||||||||
Life | 16,666 | 3,324 | ||||||
Non-Life | 2,860 | 411 | ||||||
Total | 19,526 | 3,735 | ||||||
2011 |
||||||||
Life | 16,853 | 3,042 | ||||||
Non-Life | 2,668 | 365 | ||||||
Total | 19,521 | 3,407 | ||||||
2010 |
||||||||
Life | 18,366 | 1,509 | ||||||
Non-Life | 2,731 | 350 | ||||||
Total | 21,097 | 1,859 |
218 | Notes to the consolidated financial statements of Aegon N.V. Note 7 |
2012 | 2011 | 2010 | ||||||||||
Interest income | 7,367 | 7,256 | 7,957 | |||||||||
Dividend income | 983 | 745 | 632 | |||||||||
Rental income | 151 | 166 | 173 | |||||||||
Total investment income | 8,501 | 8,167 | 8,762 | |||||||||
Investment income related to general account | 5,956 | 5,823 | 6,258 | |||||||||
Investment income for account of policyholders | 2,545 | 2,344 | 2,504 | |||||||||
Total | 8,501 | 8,167 | 8,762 | |||||||||
Investment income from financial assets held for general account | 2012 | 2011 | 2010 | |||||||||
Available-for-sale | 4,181 | 4,119 | 4,509 | |||||||||
Loans | 1,511 | 1,429 | 1,363 | |||||||||
Held-to-maturity | 8 | 7 | 5 | |||||||||
Financial assets designated at fair value through profit or loss | 139 | 125 | 155 | |||||||||
Real estate | 86 | 93 | 100 | |||||||||
Derivatives | 28 | 26 | 113 | |||||||||
Other | 3 | 24 | 13 | |||||||||
Total | 5,956 | 5,823 | 6,258 | |||||||||
Investment income from: | 2012 | 2011 | 2010 | |||||||||
Shares | 983 | 745 | 632 | |||||||||
Debt securities and money market instruments | 5,770 | 5,716 | 6,405 | |||||||||
Loans | 1,511 | 1,429 | 1,363 | |||||||||
Real estate | 151 | 166 | 173 | |||||||||
Other | 86 | 111 | 189 | |||||||||
Total | 8,501 | 8,167 | 8,762 |
Included in interest income is EUR 197 million (2011: EUR 118 million; 2010: EUR 122 million) in respect of interest income accrued on impaired financial assets. The interest income on financial assets that are not carried at fair value through profit or loss amounted to EUR 5,643 million (2011: EUR 5,540 million; 2010: EUR: 5,854 million).
2012 | 2011 | 2010 | ||||||||||
Fee income from asset management | 1,096 | 700 | 914 | |||||||||
Sales commissions | 394 | 381 | 409 | |||||||||
Commissions from intermediary activities | 195 | 208 | 232 | |||||||||
Other | 215 | 176 | 189 | |||||||||
Total fee and commission income | 1,900 | 1,465 | 1,744 |
Included in fee and commission income is EUR 79 million of fees on trust and fiduciary activities (2011: EUR 76 million; 2010: EUR 109 million). EUR 3 million of fees were recognized on financial assets and liabilities that are not carried at fair value with changes in the fair value recognized in the income statement (2011: EUR 4 million; 2010: EUR 3 million).
Annual Report on Form 20-F 2012 | 219 |
9 Income from reinsurance ceded
2012 | 2011 | 2010 | ||||||||||
Recovered claims and benefits | 7,040 | 2,206 | 2,248 | |||||||||
Change in technical provisions | (3,199 | ) | 137 | (530 | ) | |||||||
Commissions | 287 | 432 | 151 | |||||||||
Total | 4,128 | 2,775 | 1,869 |
Income from reinsurance ceded represents mainly claims made under reinsured insurance policies.
The increase in Income from reinsurance ceded in 2012 compared to 2011 is mainly the result of the increased income from external reinsurance following the divestment of the life reinsurance business, Transamerica Reinsurance, to SCOR, completed on August 9, 2011.
10 Results from financial transactions
Results from financial transactions comprise: | 2012 | 2011 | 2010 | |||||||||
Net fair value change of general account financial investments at fair value through profit or loss, other than derivatives |
419 | 44 | 257 | |||||||||
Realized gains and losses on financial investments |
549 | 803 | 564 | |||||||||
Gains and (losses) on investments in real estate |
(53 | ) | (49 | ) | 135 | |||||||
Net fair value change of derivatives |
303 | 1,165 | 1,340 | |||||||||
Net fair value change on for account of policyholder financial assets at fair value through profit or loss |
11,855 | (2,133 | ) | 13,217 | ||||||||
Net fair value change on investments in real estate for account of policyholders |
(46 | ) | 20 | 73 | ||||||||
Net foreign currency gains and (losses) |
10 | (17 | ) | 60 | ||||||||
Net fair value change on borrowings and other financial liabilities |
(48 | ) | (24 | ) | (2 | ) | ||||||
Realized gains and (losses) on repurchased debt |
7 | 4 | 18 | |||||||||
Total | 12,996 | (187 | ) | 15,662 |
Included in the results from financial transactions is an amount of EUR 93 million of cash received from total return swaps.
Net fair value change of general account financial investments at fair value through profit or loss, other than
derivatives comprise: |
2012 | 2011 | 2010 | |||||||||
Shares |
76 | (50 | ) | 95 | ||||||||
Debt securities and money market investments |
70 | (22 | ) | 49 | ||||||||
Other |
273 | 116 | 113 | |||||||||
Total | 419 | 44 | 257 |
Other in 2012 mainly includes net fair value changes of alternative investments.
Realized gains and losses on financial investments comprise: | 2012 | 2011 | 2010 | |||||||||
Shares |
37 | 190 | 64 | |||||||||
Debt securities and money market investments |
492 | 610 | 553 | |||||||||
Loans |
45 | 37 | 13 | |||||||||
Other |
(25 | ) | (34 | ) | (66 | ) | ||||||
Total | 549 | 803 | 564 | |||||||||
Realized gains and losses on financial investments comprise: | 2012 | 2011 | 2010 | |||||||||
Available-for-sale investments |
504 | 766 | 551 | |||||||||
Loans |
45 | 37 | 13 | |||||||||
Total | 549 | 803 | 564 |
220 | Notes to the consolidated financial statements of Aegon N.V. Note 11 |
Net fair value change of derivatives comprise: | 2012 | 2011 | 2010 | |||||||||
Net fair value change on free standing derivatives |
448 | 2,334 | 747 | |||||||||
Net fair value change on embedded derivatives |
(62 | ) | (1,065 | ) | 713 | |||||||
Ineffective portion of hedge transactions to which hedge accounting is applied |
5 | 13 | (1 | ) | ||||||||
Fair value changes on economic hedges for which no hedge accounting is applied |
(88 | ) | (117 | ) | (119 | ) | ||||||
Total | 303 | 1,165 | 1,340 | |||||||||
The ineffective portion of hedge transactions to which hedge accounting is applied comprises: | 2012 | 2011 | 2010 | |||||||||
Fair value change on hedging instruments in a fair value hedge |
(13 | ) | (99 | ) | 146 | |||||||
Fair value change on hedged items in fair value hedge |
28 | 111 | (152 | ) | ||||||||
Ineffectiveness fair value hedge |
15 | 12 | (6 | ) | ||||||||
Ineffectiveness cash flow hedges |
(10 | ) | 1 | 5 | ||||||||
Total | 5 | 13 | (1 | ) | ||||||||
Net fair value change on for account of policyholder financial assets at fair value through profit or loss comprise: | 2012 | 2011 | 2010 | |||||||||
Shares |
3,190 | (2,030 | ) | 5,018 | ||||||||
Debt securities and money market investments |
1,461 | 946 | 905 | |||||||||
Deposits with financial institutions |
18 | 4 | 16 | |||||||||
Separate accounts and unconsolidated investment funds |
7,186 | (1,053 | ) | 7,278 | ||||||||
Total | 11,855 | (2,133 | ) | 13,217 |
Net fair value changes on for account of policyholder financial assets at fair value through profit or loss are offset by Claims and benefits paid to policyholders reported in Policyholder claims and benefits (note 12).
2012 | 2011 | 2010 | ||||||||||
Other income |
151 | 39 | 40 |
Other income in 2012 mainly included the gain on the sale of Aegons interest in Prisma Capital Partners LP (Prisma) of EUR 100 million and the gain following the ending of the life, health and pension partnership with Banca Cívica of EUR 35 million. For more details on these two transactions refer to note 25 and 51 respectively. In 2011 other income primarily included a benefit related to the settlement of legal claims of EUR 37 million. In 2010 other income primarily included a gain of EUR 33 million related to the sale of the funeral insurance business in the Netherlands.
12 Policyholder claims and benefits
2012 | 2011 | 2010 | ||||||||||
Claims and benefits paid to policyholders |
20,992 | 16,814 | 18,909 | |||||||||
Gains / (losses) on separate accounts |
6,240 | (598 | ) | 6,013 | ||||||||
Change in valuation of liabilities for insurance and investment contracts |
7,923 | 4,014 | 13,206 | |||||||||
Total | 35,155 | 20,230 | 38,128 |
Claims and benefits reflects the claims and benefits paid to policyholders, including claims and benefits in excess of account value for products for which deposit accounting is applied and the change in valuation of liabilities for insurance and investment contracts. In addition, Claims and benefits includes commissions and expenses, as well as premium paid to reinsurers. Claims and benefits fluctuates mainly as a result of changes in technical provisions resulting from fair value changes on for account of policyholder financial assets included in Results from financial transactions (note 10).
Annual Report on Form 20-F 2012 | 221 |
The change in valuation of liabilities for insurance and investment contracts include gains of EUR 105 million (2011: loss of EUR 388 million, 2010: gains of EUR 283 million) regarding fair value movements of guarantees and EUR 39 million of gains (2011: gains of EUR 41 million, 2010: gains of EUR 60 million) related to policyholder tax and other charges that are classified for segment reporting purposes as non underlying earnings.
In 2012, Aegon decided to bring forward the measures, as Aegon committed to the best of class principles of the Dutch Ministry of Finance, to reduce future costs for its customers with unit-linked insurance policies in the Netherlands. This decision has lead to an increase in the technical provisions (which is included in the Change in valuation of liabilities for insurance and investment contracts line in the table above) by EUR 265 million. Refer to note 49 Commitments and contingencies for more details.
2012 | 2011 | 2010 | ||||||||||
Surplus interest bonuses |
6 | 7 | 9 | |||||||||
Profit appropriated to policyholders |
28 | 48 | 27 | |||||||||
Total | 34 | 55 | 36 |
2012 | 2011 | 2010 | ||||||||||
Commissions |
2,787 | 2,666 | 2,802 | |||||||||
Employee expenses |
2,092 | 2,069 | 2,151 | |||||||||
Administration expenses |
1,096 | 1,315 | 1,182 | |||||||||
Deferred expenses |
(1,587 | ) | (1,458 | ) | (1,611 | ) | ||||||
Amortization of deferred expenses |
1,179 | 1,361 | 1,306 | |||||||||
Amortization of VOBA and future servicing rights |
169 | 211 | 204 | |||||||||
Total | 5,736 | 6,164 | 6,034 |
Included in administration expenses above is depreciation amounting to EUR 90 million (2011: EUR 77 million; 2010: EUR 88 million) that relates to equipment, software and real estate held for own use. The direct operating expenses relating to investments in real estate that generated rental income was EUR 92 million (2011: EUR 92 million; 2010: EUR 83 million). Minimum lease payments recognized as expense amounted to EUR 15 million (2011: EUR 7 million; 2010: EUR 7 million). Included in employee expenses is EUR 31 million (2011: EUR 27 million; 2010: EUR 29 million) regarding defined contribution expenses.
A charge of EUR 126 million (2011: EUR 263 million, 2010: EUR 24 million), included in amortization of deferred expenses, is classified as non underlying earnings for segment reporting purposes and is offset against realized gains and losses and impairments on financial investments.
Out of the EUR 169 million of VOBA and future servicing rights amortization, EUR 13 million (2011: EUR 25 million, 2010: EUR 3 million) is classified as non underlying earnings for segment reporting purposes. Included in employee and administration expenses is EUR 27 million of restructuring charges (2011: EUR 206 million; 2010: EUR 74 million) that are classified as non underlying earnings for segment reporting purposes.
Employee expenses | 2012 | 2011 | 2010 | |||||||||
Salaries |
1,296 | 1,283 | 1,368 | |||||||||
Post-employment benefit costs |
331 | 237 | 258 | |||||||||
Social security charges |
137 | 135 | 134 | |||||||||
Other personnel costs |
296 | 396 | 390 | |||||||||
Shares, share appreciation rights, share options and LTIP |
32 | 18 | 1 | |||||||||
Total | 2,092 | 2,069 | 2,151 |
222 | Notes to the consolidated financial statements of Aegon N.V. Note 14 |
Long Term Incentive Plans
In 2010, Aegon implemented a Long Term Incentive Plan which replaced the option plan, share appreciation plans, share plans or similar plans relating to Aegon shares. Members of the Executive Board and the Management Board, as well as other senior managers within Aegon, were granted the right to receive Aegon shares if certain performance indicators are met and depending on continued employment of the individual employee to whom the rights have been granted. The shares were granted in May 2010 at the average share price on the NYSE Euronext stock exchange in Amsterdam during the period between December 15 preceding a plan year and January 15 of a plan year. The performance indicators apply over a vesting period of three years (2010 - 2012) and consist of financial and non-financial targets set by the Supervisory Board or the local remuneration committees. After the vesting period, the shares are transferred to the individual employees. Members of the Executive Board and the Management Board are not entitled to execute any transactions regarding the shares for a period of two years following vesting.
As per 2011 the structure of Long Term Incentives scheme changed. Senior managers within Aegon, not classified as Identified Staff, have been granted the conditional right to receive Aegon shares if certain performance indicators are met and depending on continued employment of the individual employee to whom the rights have been granted. The shares were granted at the beginning of the year at the average share price on the NYSE Euronext stock exchange in Amsterdam during the period between December 15 preceding a plan year and January 15 of a plan year. The performance indicators apply over a performance period of one year and consist of financial and non-financial targets set by the Supervisory Board or the local remuneration committees. Following the performance year shares are allocated based on actual performance. A vesting period of two years applies after which the shares are transferred to the individual employees. Ex post assessment is not applicable to this group of employees.
Variable Compensation Identified Staff
Members of the Executive Board and the Management Board as well as other selected Senior Managers have been defined as Identified Staff in accordance with new rules, guidelines and interpretations. Of these, the Capital Requirements Directive III (CRD III) remuneration principles, the 2010 Guidelines on Remuneration Policies and Practices by the Committee of European Banking Supervisors (CEBS) and the 2011 Decree on Sound Remuneration Policy by De Nederlandsche Bank (Regeling beheerst beloningsbeleid WFt 2011 - Rbb) are prominent examples. The rules have been adopted in Aegons Global Remuneration Framework for Identified Staff. After the performance period, and based on the framework, variable compensation is partially made available and partly deferred. Variable compensation is paid in cash and in Aegon N.V. shares. The shares were conditionally granted at the beginning of the year at the average share price on the NYSE Euronext stock exchange in Amsterdam during the period between December 15 preceding a plan year and January 15 of the plan year. The performance indicators apply over a performance period of one year and consist of financial and non-financial targets set by the Supervisory Board or the local remuneration committees. For Members of the Executive Board and the Management Board all variable compensation has vested after three years following the performance period. After the vesting period, the variable compensation is transferred to the individual employees. Additional holding periods may apply for vested shares. Members of the Executive Board and the members of the Management Board who are based in the Netherlands are not entitled to execute any transactions regarding the shares for a period of three years following vesting (with the exception of shares sold to meet income tax obligations).
In compliance with regulations under Dutch law, no transactions regarding the shares can be exercised in blackout periods.
In 2010, 4,266,107 shares were conditionally granted to participants in the 2010 Long Term Incentive Plan. The shares were granted using the share price of EUR 4.851. At December 31, 2012, 3,596,239 granted shares were outstanding. Actual allocation of the shares takes place in 2013 on the basis of realized performance, after which the shares will be unconditional. Holding periods of up to two years may apply.
Following the 2011 performance year 5,652,488 shares are outstanding to participants in the 2011 Long Term Incentive Plan and the 2011 Variable Compensation Plan for Identified Staff. The shares have been granted using the share price of EUR 4.727.
In 2012, 9,195,284 shares were conditionally granted (at target performance level) to participants in the 2012 Long Term Incentive Plan and the 2012 Variable Compensation Plan for Identified Staff. The shares have been granted using the share price of EUR 3.126.
Annual Report on Form 20-F 2012 | 223 |
Share appreciation rights and share options
Senior executives of Aegon companies, as well as other Aegon employees, have been offered both share appreciation rights and share options. These share appreciation rights and share options have been granted at an exercise price equal to the market price of the shares at the date of the grant. The rights and options granted in 2004 - 2008 vest after three years and can only be exercised during the four years after the vesting date. The rights and options granted vest after two years and can only be exercised during the five years after the vesting date. Vesting and exercisability depend on continuing employment of the individual employee to whom the rights and options have been granted. Option plans are settled in equity, whilst stock appreciation rights are settled in cash or provide the employee with the choice of settlement.
After 2008 no share option or share appreciation rights have been granted.
In compliance with regulations under Dutch law, share appreciation rights and share options cannot be exercised in blackout periods.
Share appreciation rights
The following tables present the movements in number of share appreciation rights outstanding (SARs), as well as the breakdown by the year in which they were granted.
Number of SARs |
Weighted average exercise price in EUR |
Weighted average remaining contractual term in years |
Aggregate intrinsic in EUR million |
|||||||||||||||||
Outstanding at January 1, 2011 |
7,896,140 | 10.77 | 0.79 | - | ||||||||||||||||
Forfeited |
(874,765 | ) | 10.77 | |||||||||||||||||
Expired |
(4,184,926 | ) | 10.56 | |||||||||||||||||
Outstanding at January 1, 2012 | 2,836,449 | 11.09 | 0.6 | - | ||||||||||||||||
Forfeited |
(228,800 | ) | 11.21 | |||||||||||||||||
Expired |
(2,171,649 | ) | 10.86 | |||||||||||||||||
Outstanding at December 31, 2012 |
|
436,000
|
|
|
12.19
|
|
|
1.31
|
|
|
-
|
| ||||||||
Exercisable at December 31, 2012 | 436,000 | 12.19 | 1.31 | - | ||||||||||||||||
During 2011 and 2012 no share appreciation rights were exercised.
|
| |||||||||||||||||||
SARs | Original number granted |
Outstanding January 1, 2012 |
Outstanding December 31, 2012 |
Exercise price in EUR |
Exercise period |
|||||||||||||||
2004 |
11,574,850 | - | - | 10.56 | until March 17, 2011 | |||||||||||||||
2005 |
4,575,600 | 2,307,849 | - | 10.86 | until March 8, 2012 | |||||||||||||||
2006 |
244,300 | 166,200 | 135,200 | 14 | until March 14, 2013 | |||||||||||||||
2007 |
309,500 | 138,300 | 121,500 | 14.98 | until March 13, 2014 | |||||||||||||||
2008 |
300,300 | 224,100 | 179,300 | 8.93 | until March 11, 2015 | |||||||||||||||
Total | 17,004,550 | 2,836,449 | 436,000 |
Refer to note 3 for a further description of the method used to estimate the fair value and a description of the significant assumptions. The volatility is derived from quotations from external market sources and the expected dividend yield is derived from quotations from external market sources and the binomial option pricing model.
The liability related to share appreciation rights is valued at fair value at each balance sheet date. There were no costs related to the share appreciation rights in 2012 (2011: nil; 2010: EUR 4 million). In prior years these costs were recognized in the income statement as part of Commissions and expenses.
224 | Notes to the consolidated financial statements of Aegon N.V. Note 15 |
Share options
The following tables present the movements in number of share options, as well as the breakdown by the year in which they were granted.
Number of share options |
Weighted average exercise price in EUR |
Weighted average remaining contractual term in years |
Aggregate intrinsic in EUR million |
|||||||||||||||||
Outstanding at January 1, 2011 |
21,844,693 | 11.91 | 2.97 | - | ||||||||||||||||
Forfeited/Cancelled |
(3,066,332 | ) | 11.91 | |||||||||||||||||
Outstanding at January 1, 2012 | 18,778,361 | 11.91 | 1.98 | - | ||||||||||||||||
Forfeited/Cancelled |
(4,855,384 | ) | 11.44 | |||||||||||||||||
Expired |
- | - | ||||||||||||||||||
Outstanding at December 31, 2012 | 13,922,977 | 12.09 | 1.31 | - | ||||||||||||||||
Exercisable at December 31, 2012 | 13,922,977 | 12.09 | 1.31 | - | ||||||||||||||||
In 2011 and 2012 no share options were exercised.
|
| |||||||||||||||||||
Share options | Original number granted |
Outstanding January 1, 2012 |
Outstanding December 31, |
Exercise price in EUR |
Exercise period | |||||||||||||||
2005 |
5,586,160 | 2,916,860 | - | 10.86 | until March 8, 2012 | |||||||||||||||
2006 |
9,149,500 | 5,167,821 | 4,520,403 | 14 | until March 14, 2013 | |||||||||||||||
2007 |
9,522,200 | 3,981,510 | 3,478,732 | 14.98 | until March 13, 2014 | |||||||||||||||
2008 |
10,269,900 | 6,712,170 | 5,923,842 | 8.93 | until March 11, 2015 | |||||||||||||||
Total | 34,527,760 | 18,778,361 | 13,922,977 |
The costs related to the share options amount to EUR (2) million (2011: EUR (1) million and 2010: EUR (7) million) and are recognized in the income statement as part of Commissions and expenses.
Share appreciation rights and share options
No SARs and share options were granted after 2008. With regard to the SARs and options granted before 2009, no share options were exercised and no SARs were paid during 2010, 2011 and 2012. Similarly, no cash is received from exercise of share options during 2010, 2011 and 2012.
The exposure from the issued SARs and share options is economically hedged by part of the position in treasury shares. There have been no modifications to the plans during the financial year.
Refer to note 53 for detailed information on conditional shares and share options granted to the Executive Board.
15 Impairment charges / (reversals)
Impairment charges / (reversals) comprise: | 2012 | 2011 | 2010 | |||||||||
Impairment charges on financial assets, excluding receivables 1) |
250 | 461 | 615 | |||||||||
Impairment reversals on financial assets, excluding receivables 1) |
(70 | ) | (55 | ) | (90 | ) | ||||||
Impairment charges on non-financial assets and receivables 2) |
26 | 77 | 176 | |||||||||
Total | 206 | 483 | 701 |
1 | Impairment charges/(reversals) on financial assets, excluding receivables, are excluded from underlying earnings before tax for segment reporting (refer to note 5). |
2 | Of impairment charges on non-financial assets and receivables EUR 0 million is excluded from underlying earnings before tax for segment reporting (refer to note 5) (2011: EUR 75 million and 2010: EUR 169 million) |
Annual Report on Form 20-F 2012 | 225 |
Impairment charges on financial assets, excluding receivables, from: | 2012 | 2011 | 2010 | |||||||||
Shares |
15 | 10 | 7 | |||||||||
Debt securities and money market instruments |
153 | 345 | 475 | |||||||||
Loans |
80 | 99 | 114 | |||||||||
Other |
1 | 6 | 19 | |||||||||
Investments in associates |
1 | 1 | - | |||||||||
Total | 250 | 461 | 615 | |||||||||
Impairment reversals on financial assets, excluding receivables, from: | 2012 | 2011 | 2010 | |||||||||
Debt securities and money market instruments |
(54 | ) | (48 | ) | (73 | ) | ||||||
Loans |
(16 | ) | (7 | ) | (17 | ) | ||||||
Total | (70 | ) | (55 | ) | (90 | ) |
For more details on impairments on financial assets, excluding receivables, refer to note 4 Financial and insurance risks.
16 Interest charges and related fees
2012 | 2011 | 2010 | ||||||||||
Trust pass-through securities |
8 | 8 | 8 | |||||||||
Subordinated loans |
4 | 1 | - | |||||||||
Borrowings |
371 | 362 | 324 | |||||||||
Other |
84 | 120 | 94 | |||||||||
Total | 467 | 491 | 426 |
The interest charges accrued on financial assets and liabilities that are not carried at fair value through profit or loss amounted to EUR 339 million (2011: EUR 284 million; 2010: EUR 303 million).
There are no interest charges and related fees that are classified for segment reporting purposes as non underlying earnings (2011: nil; 2010: EUR 27 million).
2012 | 2011 | 2010 | ||||||||||
Other charges | 53 | 69 | 122 |
Other charges in 2012 mainly include a charge of EUR 26 million related to a settlement in Q4 following the termination of a Bank-Owned Life Insurance contract in the United States and a charge of EUR 16 million related to the annual bank tax by the Hungarian Government (2011: EUR 17 million; 2010: EUR 19 million).
Other charges in 2011 mainly include EUR 37 million related to increased reserves in connection with the companys use of the Social Security administrations death master file in the United States and a loss of EUR 7 million on the sale of the Guardian life and pension business in the United Kingdom.
In 2010, other charges included a provision of EUR 95 million for the settlement of a dispute related to a Bank-Owned Life Insurance (BOLI) policy in the United States.
Other charges is fully excluded from underlying earnings for segment reporting purposes (refer to note 2.5).
226 | Notes to the consolidated financial statements of Aegon N.V. Note 18 |
Note | 2012 | 2011 | 2010 | |||||||||||||
Current tax | ||||||||||||||||
Current year |
236 | (158 | ) | 227 | ||||||||||||
Adjustments to prior year |
79 | (22 | ) | 40 | ||||||||||||
315 | (180 | ) | 267 | |||||||||||||
Deferred tax | 43 | |||||||||||||||
Origination / (reversal) of temporary differences |
125 | 232 | 108 | |||||||||||||
Changes in tax rates / bases |
(70 | ) | (51 | ) | (11 | ) | ||||||||||
Changes in deferred tax assets as a result of recognition / write off of previously not recognized / recognized tax losses, tax credits and deductible temporary differences |
(3 | ) | (31 | ) | (218 | ) | ||||||||||
Non-recognition of deferred tax assets |
56 | 78 | 49 | |||||||||||||
Adjustments to prior year |
(103 | ) | (4 | ) | (41 | ) | ||||||||||
5 | 224 | (113 | ) | |||||||||||||
Income tax for the period (income) / charge | 320 | 44 | 154 | |||||||||||||
The prior year adjustments include shifts between current and deferred tax.
|
||||||||||||||||
Reconciliation between standard and effective income tax: | 2012 | 2011 | 2010 | |||||||||||||
Income before tax |
1,852 | 916 | 1,914 | |||||||||||||
Income tax calculated using weighted average applicable statutory rates |
578 | 279 | 566 | |||||||||||||
Difference due to the effects of: |
||||||||||||||||
Non-taxable income |
(93 | ) | (66 | ) | (71 | ) | ||||||||||
Non-tax deductible expenses |
15 | 46 | 57 | |||||||||||||
Changes in tax rate/base |
(70 | ) | (51 | ) | (11 | ) | ||||||||||
Different tax rates on overseas earnings |
(38 | ) | (39 | ) | (180 | ) | ||||||||||
Tax credits |
(69 | ) | (67 | ) | (70 | ) | ||||||||||
Other taxes |
18 | (3 | ) | 15 | ||||||||||||
Adjustments to prior years |
(24 | ) | (26 | ) | (1 | ) | ||||||||||
Origination and change in contingencies |
1 | (62 | ) | 22 | ||||||||||||
Changes in deferred tax assets as a result of recognition/write off of previously not recognized/recognized tax losses, tax credits and deductible temporary differences |
(3 | ) | (31 | ) | (218 | ) | ||||||||||
Non-recognition of deferred tax assets |
56 | 78 | 49 | |||||||||||||
Tax effect of (profit) / losses from associates |
- | - | 1 | |||||||||||||
Other |
(51 | ) | (14 | ) | (5 | ) | ||||||||||
(258 | ) | (235 | ) | (412 | ) | |||||||||||
Income tax for the period (income) / charge | 320 | 44 | 154 |
The weighted average applicable tax rate for 2012 is 31.2% (2011: 30.5%; 2010: 29.6%). The marginal increase of the weighted average applicable tax rate compared to prior years is caused by the increased contribution to the overall profit of the higher taxed countries (mainly the US).
The beneficial impact in respect of the changes in tax rate/base is primarily the result of the decreased corporate income tax rate in the UK. The corporate income tax rate decreased from 26% in 2011 to 24% as from April 1, 2012. The rate will further decrease to 23% as from April 1, 2013.
Different tax rates on overseas earnings in the reconciliation between standard and effective income tax consists of results on intercompany reinsurance transactions between Ireland and the US. Losses in the US are deductible at 35% and gains in Ireland are taxed at 12.5%.
In 2012, Other consists of a benefit related to the run-off of the companys institutional spread-based activities in Ireland.
Annual Report on Form 20-F 2012 | 227 |
Basic earnings per share
Basic earnings per share is calculated by dividing the net income attributable to equity holders, after deduction of preferred dividends declared, coupons on perpetual securities, coupons and premium on convertible core capital securities and potential coupon on convertible core capital securities by the weighted average number of common shares, excluding common shares purchased by the company and held as treasury shares (refer to note 30.1 and 30.3 respectively).
2012 | 2011 | 2010 | ||||||||||
Net income / (loss) attributable to equity holders |
1,531 | 869 | 1,759 | |||||||||
Dividends on preferred shares |
(59 | ) | (59 | ) | (90 | ) | ||||||
Coupons on perpetual securities |
(172 | ) | (177 | ) | (187 | ) | ||||||
Coupons and premium on convertible core capital securities |
(750 | ) | (63 | ) | ||||||||
Potential coupon on convertible core capital securities |
- | (127 | ) | |||||||||
Coupons on non-cumulative subordinated notes |
(23 | ) | - | - | ||||||||
Net income / (loss) attributable to common shareholders for basic earnings per share calculation | 1,277 | (117 | ) | 1,292 | ||||||||
Weighted average number of common shares, excluding treasury shares (millions) | 1,907 | 1,852 | 1,707 | |||||||||
(EUR per share)
|
||||||||||||
Basic earnings per share | 0.67 | (0.06 | ) | 0.76 |
Diluted earnings per share
Diluted earnings per share is calculated by adjusting the average number of shares outstanding for share options. For the purpose of calculating diluted earnings per share, Aegon assumed that all dilutive share options have been exercised at the exercise price, or adjusted exercise price if necessary. The proceeds are regarded as having been received from the issue of common shares at the average market price of the Aegon N.V. share during the year. The difference between the number of dilutive options issued and the number of common shares that would have been issued at the average market price has been treated as an issue of common shares for no consideration.
The number of share options that has not been included in the weighted average number of common shares used in the calculation of diluted earnings per share amounted to 13.922.977 (2011: 18,778,361; 2010: 21,844,693). In 2012, 2011 and 2010 the average share price did not exceed the exercise price. At December 31, 2012, the exercise prices of these share options range from EUR 8.93 to EUR 14.98.
Net book value | 2012 | 2011 | 2010 | |||||||||
Net income / (loss) attributable to equity holders |
1,531 | 869 | 1,759 | |||||||||
Dividends on preferred shares |
(59 | ) | (59 | ) | (90 | ) | ||||||
Coupons on perpetual securities |
(172 | ) | (177 | ) | (187 | ) | ||||||
Coupons and premium on convertible core capital securities |
- | (750 | ) | - | ||||||||
Coupons on non-cumulative subordinated notes |
(23 | ) | - | - | ||||||||
Net income / (loss) attributable to common shareholders for diluted earnings per share calculation | 1,277 | (117 | ) | 1,482 | ||||||||
Weighted average number of common shares (millions) |
1,907 | 1,852 | 1,707 | |||||||||
Adjustments for: |
||||||||||||
- Convertible core capital securities (millions) |
- | 458 | ||||||||||
Weighted average number of common shares for diluted earnings per share calculation (millions) | 1,907 | 1,852 | 2,165 | |||||||||
Diluted earnings per share (EUR per share) | 0.67 | (0.06 | ) | 0.68 |
228 | Notes to the consolidated financial statements of Aegon N.V. Note 20 |
It will be proposed to the annual General Meeting of Shareholders on May 15, 2013, absent unforeseen circumstances, to pay a dividend for the year 2012 of EUR 0.21 per common share after taking into account the interim dividend 2012 of EUR 0.10 per common share, resulting in a final dividend of EUR 0.11 per common share. The interim dividend 2012 was paid in cash or stock at the election of the shareholder. The interim dividend was payable as of September 14, 2012.
In the second quarter of 2012, a final dividend of EUR 0.10 per common share was paid relating to the second half year of 2011.The dividend per common share paid in 2011 (final dividend 2010 and interim dividend 2011) and 2010 (final dividend 2009 and interim dividend 2010) was nil in both years. As part of the European Commissions approval granted in August 2010 regarding the state support received in December 2008, Aegon committed itself not to pay any dividend to the common shareholder until the convertible core capital securities had been fully repurchased. The repurchase of the convertible core capital securities was completed in 2011, refer to note 31 for additional information on this repurchase.
Annual Report on Form 20-F 2012 | 229 |
Net book value | Goodwill | VOBA | Future servicing rights |
Software | Other | Total | ||||||||||||||||||
At January 1, 2011 |
652 | 3,221 | 444 | 32 | 10 | 4,359 | ||||||||||||||||||
At December 31, 2011
|
|
753
|
|
|
2,086
|
|
|
397
|
|
|
36
|
|
|
13
|
|
|
3,285
|
| ||||||
At December 31, 2012 | 638 | 1,860 | 383 | 58 | 9 | 2,948 | ||||||||||||||||||
Cost | ||||||||||||||||||||||||
At January 1, 2012 |
882 | 7,249 | 616 | 249 | 80 | 9,076 | ||||||||||||||||||
Additions |
- | - | - | 33 | 1 | 34 | ||||||||||||||||||
Acquisitions through business combinations |
81 | 22 | - | - | - | 103 | ||||||||||||||||||
Capitalized subsequent expenditure |
- | - | - | 4 | - | 4 | ||||||||||||||||||
Disposals |
- | - | - | (8 | ) | - | (8) | |||||||||||||||||
Disposal of a business |
(158 | ) | (18 | ) | - | - | - | (176) | ||||||||||||||||
Net exchange differences |
4 | (60 | ) | 5 | 6 | (1 | ) | (46) | ||||||||||||||||
Other movements |
(44 | ) | (9 | ) | - | (1 | ) | - | (54) | |||||||||||||||
At December 31, 2012 | 765 | 7,184 | 621 | 283 | 80 | 8,933 | ||||||||||||||||||
Accumulated amortization, depreciation and impairment losses | ||||||||||||||||||||||||
At January 1, 2012 |
129 | 5,163 | 219 | 213 | 67 | 5,791 | ||||||||||||||||||
Amortization / depreciation through income statement |
- | 148 | 20 | 13 | 4 | 185 | ||||||||||||||||||
Shadow accounting adjustments |
- | 85 | - | - | - | 85 | ||||||||||||||||||
Disposals |
- | - | - | (7 | ) | - | (7) | |||||||||||||||||
Disposal of a business |
- | (4 | ) | - | - | - | (4) | |||||||||||||||||
Net exchange differences |
(2 | ) | (59 | ) | (1 | ) | 7 | - | (55) | |||||||||||||||
Other movements |
- | (9 | ) | - | (1 | ) | - | (10) | ||||||||||||||||
At December 31, 2012 | 127 | 5,324 | 238 | 225 | 71 | 5,985 | ||||||||||||||||||
Cost | ||||||||||||||||||||||||
At January 1, 2011 |
744 | 7,482 | 703 | 238 | 73 | 9,240 | ||||||||||||||||||
Additions |
- | - | 1 | 14 | 1 | 16 | ||||||||||||||||||
Acquisitions through business combinations |
147 | 39 | - | - | - | 186 | ||||||||||||||||||
Capitalized subsequent expenditure |
- | - | - | 3 | - | 3 | ||||||||||||||||||
Disposals |
- | - | - | (1 | ) | - | (1) | |||||||||||||||||
Disposal of a business |
- | (444 | ) | (63 | ) | - | - | (507) | ||||||||||||||||
Net exchange differences |
(6 | ) | 172 | (3 | ) | 1 | 2 | 166 | ||||||||||||||||
Other movements |
(3 | ) | - | (22 | ) | (6 | ) | 4 | (27) | |||||||||||||||
At December 31, 2011 | 882 | 7,249 | 616 | 249 | 80 | 9,076 | ||||||||||||||||||
Accumulated amortization, depreciation and impairment losses | ||||||||||||||||||||||||
At January 1, 2011 |
92 | 4,261 | 259 | 206 | 63 | 4,881 | ||||||||||||||||||
Amortization / depreciation through income statement |
- | 183 | 26 | 8 | 3 | 220 | ||||||||||||||||||
Shadow accounting adjustments |
- | 109 | - | - | - | 109 | ||||||||||||||||||
Disposals |
- | - | - | (1 | ) | - | (1) | |||||||||||||||||
Disposal of a business |
- | 413 | (48 | ) | - | - | 365 | |||||||||||||||||
Impairment losses |
34 | 41 | - | - | - | 75 | ||||||||||||||||||
Net exchange differences |
3 | 156 | 3 | 2 | 1 | 165 | ||||||||||||||||||
Other |
- | - | (21 | ) | (2 | ) | - | (23) | ||||||||||||||||
At December 31, 2011 | 129 | 5,163 | 219 | 213 | 67 | 5,791 |
230 | Notes to the consolidated financial statements of Aegon N.V. Note 21 |
Amortization and depreciation through income statement is included in Commissions and expenses. None of the intangible assets have titles that are restricted or have been pledged as security for liabilities.
The decrease in goodwill reflects the disposal of a business following the ending of a partnership with Banca Civica and a decrease of an earn out provision resulting in a write off of goodwill relating to Caja Cantabria reported in Other movements. This is partly offset by an increase following an acquisition of Liberbank Vida. According to Aegons accounting policies, any changes in the estimated value of an earn out provision related to a business combination that dates prior to July 1, 2008, are recognized in goodwill.
The addition of goodwill in 2011 was attributable to the extension of Aegons life and health insurance and pension partnership with Unnim, effective July 1, 2011, which included the acquisition of Caixa Sabadell Vida. Refer to note 51 for further information on business combinations.
Acquisitions through business combinations in value of business acquired (VOBA) mainly consists of the VOBA related to the Liberbank acquisition. Whereas disposal of business relates to the ending of the partnership with Banca Civica.
Accumulated amortization of VOBA in 2011 included the impact of the disposal of the Guardian life and pensions business in the United Kingdom (EUR 125 million), offset by the impact of the divested life reinsurance business in the Americas (EUR 538 million).
Impairment losses recorded in 2011 on goodwill and VOBA related to the distribution business in the Netherlands.
With the exception of goodwill, all intangible assets have a finite useful life and are amortized accordingly. VOBA and future servicing rights are amortized over the term of the related insurance contracts, which can vary significantly depending on the maturity of the acquired portfolio. VOBA currently recognized is amortized over an average period of 24 years, with an average remaining amortization period of 12 years (2011: 12 years). Future servicing rights are amortized over an average period up to 30 years, of which 14 remains at December 31, 2012 (2011: 14 years). Software is generally depreciated over an average period of 5 years. At December 31, 2012, the remaining depreciation period was 3 years (2011: 3 years).
Goodwill
The goodwill balance has been allocated across the cash-generating units which are expected to benefit from the synergies inherent in the goodwill. Goodwill is tested for impairment both annually and when there are specific indicators of a potential impairment. The recoverable amount is the higher of the value in use and fair value less costs to sell for a cash-generating unit. The operating assumptions used in all the calculations are best estimate assumptions and based on historical data where available.
The economic assumptions used in all the calculations are based on observable market data and projections of future trends. All the cash-generating units tested showed that the recoverable amounts were higher than their carrying values, including goodwill. A reasonably possible change in any key assumption is not expected to cause the carrying value of the cash-generating units to exceed its recoverable amount.
A geographical summary of the cash-generating units to which the goodwill is allocated is as follows:
2012 | 2011 | |||||||
Americas |
||||||||
- USA |
112 | 113 | ||||||
New Markets |
||||||||
- Spain |
365 | 487 | ||||||
- Central & Eastern Europe |
101 | 93 | ||||||
Other |
60 | 60 | ||||||
At December 31 | 638 | 753 |
Goodwill in Aegon USA is allocated to its divisions. Value in use calculations of Aegon USA have been actuarially determined based on business plans covering a period of typically five years and pre-tax risk adjusted discount rates. The value in use test in the USA for the Individual Savings & Retirement cash generating unit (EUR 111 million; 2011: EUR 112 million) assumes business plans covering a period of five years further extrapolated to ten years where the new business levels for years 6-10 assumed a 5% growth rate (2011: 5%) and pre-tax risk adjusted discount rate of 17% (2011: 17%).
Annual Report on Form 20-F 2012 | 231 |
Where Aegon Spain has agreed to exit businesses at balance sheet date, the recoverable amount is based on the exit price. The exit price includes estimations based on the appraisal value of the cash-generating unit using embedded value principles. Appraisal value represents available net asset value plus a multiple of the value of new business plus the value of in force business. Key assumptions used for the calculation were pre-tax risk adjusted discount rates of 11%-13.5%, future premiums, commissions, inflation, persistency, mortality, morbidity and future investment returns.
For the other businesses in Spain, value in use calculations have been used. Value in use calculations of Aegon Spain have been determined taking into account an appraisal value based on a business plan covering a period of typically five years, pre-tax risk adjusted discount rate of 11%-13.5% (2011: 11%-13.5%) and assumptions for future premiums, commissions, inflation, persistency, mortality, morbidity and future investment returns in line with Aegon´s European embedded value assumptions (market consistent methodology for 2012 operations). The mentioned Appraisal Value represents available net asset value plus the value of in force business plus future new business assuming business plans covering a period of 5 years. Future new business is estimated as a multiple of the last years value of new business. This multiple is based on the value of new business growth in the last 4 years.
To determine the recoverable amounts of the cash generating units of Aegon CEE, value in use was calculated, and compared to the carrying amounts. Value in use has been determined based on a business plan covering a period of typically three years further extrapolated to twenty years where the new business levels for years 4-20 assumed a growth rate based on the business plan of the third year, prudentially decreased by 10%-20%. Other key assumptions used for the calculation were pre-tax risk adjusted discount rate of 10.9% -16.4% (2011: 9.8% -15.8%), new business contribution, renewals, asset fees, investment return, persistency and expenses. Operating assumptions are best estimate assumptions and based on historical data where available. Economic assumptions are based on observable market data and projections of future trends.
VOBA
The movement in VOBA over 2012 can be summarized and compared to 2011 as follows:
2012 | 2011 | |||||||
At January 1 |
2,086 | 3,221 | ||||||
Additions |
22 | 39 | ||||||
Disposal of a business |
(14 | ) | (857) | |||||
Amortization / depreciation through income statement |
(148 | ) | (183) | |||||
Shadow accounting adjustments |
(85 | ) | (109) | |||||
Impairment losses |
- | (41) | ||||||
Net exchange differences |
(1 | ) | 16 | |||||
At December 31 | 1,860 | 2,086 |
A geographical summary of the lines of business to which the VOBA is allocated is as follows:
Americas | The Netherlands |
United Kingdom |
New Markets | Total | ||||||||||||||||
2012 | ||||||||||||||||||||
Life |
1,128 | 1 | - | 94 | 1,223 | |||||||||||||||
Individual savings and retirement products |
138 | - | - | - | 138 | |||||||||||||||
Pensions |
27 | 41 | 393 | - | 461 | |||||||||||||||
Distribution |
- | 24 | - | - | 24 | |||||||||||||||
Run-off businesses |
14 | - | - | - | 14 | |||||||||||||||
Total VOBA | 1,307 | 66 | 393 | 94 | 1,860 | |||||||||||||||
2011 | ||||||||||||||||||||
Life |
1,282 | 2 | - | 99 | 1,383 | |||||||||||||||
Individual savings and retirement products |
177 | - | - | - | 177 | |||||||||||||||
Pensions |
28 | 46 | 397 | - | 471 | |||||||||||||||
Distribution |
- | 25 | - | - | 25 | |||||||||||||||
Run-off businesses |
30 | - | - | - | 30 | |||||||||||||||
Total VOBA | 1,517 | 73 | 397 | 99 | 2,086 |
232 | Notes to the consolidated financial statements of Aegon N.V. Note 22 |
Investments for general account comprise financial assets, excluding derivatives, as well as investments in real estate.
Note | 2012 | 2011 | ||||||||||
Available-for-sale (AFS) |
107,102 | 105,860 | ||||||||||
Loans |
30,580 | 29,736 | ||||||||||
Held-to-maturity (HTM) |
189 | 168 | ||||||||||
Financial assets at fair value through profit or loss (FVTPL) 1) |
5,632 | 5,531 | ||||||||||
Total financial assets, excluding derivatives | 22.1 | 143,503 | 141,295 | |||||||||
Investments in real estate |
22.2 | 2,679 | 2,784 | |||||||||
Total investments for general account | 146,182 | 144,079 |
1 | Refer to note 48 for a summary of all financial assets and financial liabilities at fair value through profit or loss. |
22.1 Financial assets, excluding derivatives
AFS | FVTPL | HTM | Loans | Total | Fair value | |||||||||||||||||||
2012 | ||||||||||||||||||||||||
Shares |
856 | 1,043 | - | - | 1,899 | 1,899 | ||||||||||||||||||
Debt securities |
96,319 | 1,500 | 189 | - | 98,008 | 98,008 | ||||||||||||||||||
Money market and other short-term investments |
8,713 | 1,084 | - | - | 9,797 | 9,797 | ||||||||||||||||||
Mortgage loans |
- | - | - | 27,077 | 27,077 | 31,761 | ||||||||||||||||||
Private loans |
- | - | - | 1,013 | 1,013 | 1,144 | ||||||||||||||||||
Deposits with financial institutions |
- | - | - | 217 | 217 | 217 | ||||||||||||||||||
Policy loans |
- | - | - | 2,110 | 2,110 | 2,110 | ||||||||||||||||||
Receivables out of share lease agreements |
- | - | - | 9 | 9 | 9 | ||||||||||||||||||
Other |
1,214 | 2,005 | - | 154 | 3,373 | 3,373 | ||||||||||||||||||
At December 31, 2012 | 107,102 | 5,632 | 189 | 30,580 | 143,503 | 148,318 | ||||||||||||||||||
2011 |
||||||||||||||||||||||||
Shares |
869 | 968 | - | - | 1,837 | 1,837 | ||||||||||||||||||
Debt securities |
94,722 | 1,529 | 168 | - | 96,419 | 96,417 | ||||||||||||||||||
Money market and other short-term investments |
9,382 | 1,090 | - | - | 10,472 | 10,472 | ||||||||||||||||||
Mortgage loans |
- | - | - | 26,012 | 26,012 | 27,720 | ||||||||||||||||||
Private loans |
- | - | - | 927 | 927 | 952 | ||||||||||||||||||
Deposits with financial institutions |
- | - | - | 452 | 452 | 452 | ||||||||||||||||||
Policy loans |
- | - | - | 2,180 | 2,180 | 2,180 | ||||||||||||||||||
Receivables out of share lease agreements |
- | - | - | 19 | 19 | 19 | ||||||||||||||||||
Other |
887 | 1,944 | - | 146 | 2,977 | 2,978 | ||||||||||||||||||
At December 31, 2011 | 105,860 | 5,531 | 168 | 29,736 | 141,295 | 143,027 |
Of the debt securities, money market and other short-term investments, mortgage loans and private loans EUR 16,335 million is current (2011: EUR 17,164 million).
Measurement
Aegon owns EUR 126 million (2011: EUR 143 million) of shares in the Federal Home Loan Bank that are measured at par, which equals the amortized cost value. The bank has implicit financial support from the United States government. The redemption value of the shares is fixed at par and can only be redeemed by the bank.
Only other insignificant amounts of unquoted equity instruments are measured at cost.
Annual Report on Form 20-F 2012 | 233 |
Refer to note 3 for information on fair value measurement.
Other
Movement on the loan allowance account during the year were as follows:
2012 | 2011 | |||||||
At January 1 |
(198 | ) | (187) | |||||
Addition charged to income statement |
(79 | ) | (99) | |||||
Reversal to income statement |
15 | 7 | ||||||
Amounts written off |
44 | 73 | ||||||
Net exchange differences |
(5 | ) | 8 | |||||
At December 31 | (223 | ) | (198) |
Refer to note 50 for a discussion of collateral received and paid.
22.2 Investments in real estate
2012 | 2011 | |||||||
At January 1 |
2,784 | 2,784 | ||||||
Additions |
90 | 90 | ||||||
Subsequent expenditure capitalized |
17 | 10 | ||||||
Transfers from other headings |
87 | 88 | ||||||
Disposals |
(294 | ) | (162) | |||||
Fair value gains / (losses) |
(53 | ) | (49) | |||||
Other |
60 | - | ||||||
Net exchange differences |
(12 | ) | 23 | |||||
At December 31 | 2,679 | 2,784 |
In 2012, 92% of the value of Aegons properties, both for general account and for account of policyholders, were appraised (2011: 85%), of which 95% was performed by independent external appraisers (2011: 94%).
Aegon USA has entered into commercial property leases on its investment property portfolio, consisting of office, retail and industrial buildings. These non-cancellable leases have remaining lease terms up to 20 years. Most leases include a clause to enable upward revision of the rental charge on an annual basis according to either a fixed schedule or prevailing market conditions.
Aegon The Netherlands has entered into long-term residential property leases that can be terminated subject to a short-term notice. Under Dutch law, the maximum annual rent increase on residential property rented in the affordable housing segment is specified by the Dutch national government and equals the annual inflation rate plus a small margin.
Refer to note 49 for description of non-cancellable lease rights.
Rental income of EUR 86 million (2011: EUR 93 million; 2010: EUR 100 million) is reported as part of investment income in the income statement. EUR 10 million (2011: EUR 8 million; 2010: EUR 3 million) is attributable to rent on foreclosed real estate. Direct operating expenses (including repairs and maintenance) arising from investment property that generated rental income during the period amounted to EUR 86 million (2011: EUR 78 million; 2010: EUR 72 million). EUR 6 million (2011: EUR 7 million; 2010: EUR 9 million) of direct operating expenses is related to investment property that did not generate rental income during the period.
Transfers from other headings mainly reflect the properties that were foreclosed during the year. The associated mortgage loans were previously reported as part of investments.
There are no restrictions on the realizability of investment property or the remittance of income and proceeds of disposal.
Refer to note 49 for a summary of contractual obligations to purchase investment property or for repairs, maintenance or enhancements.
234 | Notes to the consolidated financial statements of Aegon N.V. Note 23 |
23 Investments for account of policyholders
Investments for account of policyholders comprise financial assets at fair value through profit or loss, excluding derivatives, and investments in real estate.
Note | 2012 | 2011 | ||||||||||
Shares |
40,498 | 37,108 | ||||||||||
Debt securities |
29,693 | 27,376 | ||||||||||
Money market and other short-term investments |
1,905 | 2,283 | ||||||||||
Deposits with financial institutions |
2,799 | 2,813 | ||||||||||
Separate accounts and unconsolidated investment funds |
77,328 | 71,284 | ||||||||||
Other |
439 | 533 | ||||||||||
Total investments for account of policyholders at fair value through profit or loss, excluding derivatives 1) |
152,662 | 141,397 | ||||||||||
Investments in real estate |
23.1 | 1,008 | 1,132 | |||||||||
Total investments for account of policyholders | 153,670 | 142,529 |
1 | Refer to note 48 for a summary of all financial assets and financial liabilities at fair value through profit or loss. |
23.1 Investments in real estate for account of policyholders
2012 | 2011 | |||||||
At January 1 |
1,132 | 1,134 | ||||||
Additions |
14 | 26 | ||||||
Subsequent expenditure capitalized |
26 | 22 | ||||||
Disposals |
(152 | ) | (91) | |||||
Disposal of a business |
- | (12) | ||||||
Fair value gains/(losses) |
(46 | ) | 20 | |||||
Net exchange differences |
34 | 33 | ||||||
At December 31 | 1,008 | 1,132 |
The investment property is fully leased out under operating leases.
Rental income of EUR 65 million (2011: EUR 73 million; 2010: EUR 73 million) is reported as part of investment income in the income statement. There are no restrictions on the realizability of investment property or the remittance of income and proceeds of disposal.
Refer to note 49 for a summary of contractual obligations to purchase investment property or for repairs, maintenance or enhancements.
Derivative asset | Derivative liability | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Derivatives for general account | ||||||||||||||||
Derivatives not designated in a hedge |
19,058 | 12,744 | 16,897 | 11,623 | ||||||||||||
Derivatives designated as fair value hedges |
422 | 496 | 310 | 521 | ||||||||||||
Derivatives designated as cash flow hedges |
1,164 | 1,479 | 379 | 432 | ||||||||||||
Net foreign investment hedges |
200 | 72 | 197 | 93 | ||||||||||||
20,844 | 14,791 | 17,783 | 12,669 | |||||||||||||
Derivatives for account of policyholders | ||||||||||||||||
Derivatives not designated in a hedge |
310 | 713 | 65 | 59 | ||||||||||||
|
310
|
|
|
713
|
|
|
65
|
|
|
59
|
| |||||
Total derivatives 1) | 21,154 | 15,504 | 17,848 | 12,728 |
1 | Refer to note 48 for a summary of all financial assets and financial liabilities at fair value through profit or loss. |
Annual Report on Form 20-F 2012 | 235 |
Of these derivatives EUR 820 million net asset is current (2011: EUR 1,033 million net asset).
In 2012, Aegon The Netherlands entered into a derivative to partially hedge its longevity risk. The derivative, with a notional amount of EUR 12 billion, becomes in the money if - in 2032 - realized mortality rates are more than 7.5% lower than pre-defined mortality tables. The derivative is measured at fair value through profit or loss in accordance with IAS 39. The value of the longevity derivative is calculated using an internal model as there is no active market for this type of derivatives. For more details refer to the paragraph on underwriting risk included in note 4.
The fair value of derivatives on both the asset and liability side of the consolidated statement of financial position increased during 2012. This increase is mainly caused by decreases in market interest rates in combination with the practice of Aegon The Netherlands to buy swaps and swaptions to offset certain derivative positions rather than unwinding the positions as a whole. Although these new swaps create a full economic offset with existing swaps, the derivatives with a positive or negative fair value do not meet the IFRS criteria to be netted in the statement of financial position and hence increased both the asset and liability side.
See note 3 for details on measurement of derivatives.
Use of derivatives
Derivatives not designated in a hedge
Derivative asset | Derivative liability | |||||||||||||||
Derivatives not designated in a hedge - general account | 2012 | 2011 | 2012 | 2011 | ||||||||||||
Derivatives held as an economic hedge |
18,912 | 12,622 | 14,495 | 9,298 | ||||||||||||
Bifurcated embedded derivatives |
13 | 10 | 2,304 | 2,307 | ||||||||||||
Other |
133 | 112 | 98 | 18 | ||||||||||||
Total | 19,058 | 12,744 | 16,897 | 11,623 |
Aegon utilizes derivative instruments as a part of its asset liability risk management practices. The derivatives held for risk management purposes are classified as economic hedges to the extent that they do not qualify for hedge accounting, or that Aegon has elected not to apply hedge accounting. The economic hedges of certain exposures relate to an existing asset, liability or future reinvestment risk. In all cases, these are in accordance with internal risk guidelines and are closely monitored for continuing compliance.
Embedded derivatives that are not closely related to the host contracts have been bifurcated and recorded at fair value in the statement of financial position. These bifurcated embedded derivatives are embedded in various institutional products, modified coinsurance and unit-linked insurance contracts in the form of guarantees for minimum benefits. Please refer to note 46 for more disclosures about these guarantees.
Certain derivatives are used to add risk by selling protection in the form of single name and index based credit default swaps and tranches of synthetic collateralized debt obligations. Another strategy used is to synthetically replicate corporate and sovereign credit exposures with credit derivatives. Refer to note 4 for details about these credit derivatives. This involves the purchase of high quality low risk assets and the sale of credit derivatives.
Derivatives designated as fair value hedges
Aegons fair value hedges consist of interest rate swaps that are used to protect against changes in the fair value of fixed-rate instruments due to movements in market interest rates. Gains and losses on derivatives designated under fair value hedge accounting are recognized in the income statement. The effective portion of the fair value change on the hedged item is also recognized in the income statement. As a result, only the net accounting ineffectiveness has an impact on the net result.
Aegon has entered into interest rate swap agreements that effectively convert certain fixed-rate assets and liabilities to a floating-rate basis (generally to six months or less LIBOR). These hedges are used for portfolio management to better match assets to liabilities or to protect the value of the hedged item from interest rate movements. These agreements involve the payment or receipt of fixed-rate interest amounts in exchange for floating-rate interest amounts over the life of the agreement without the exchange of the underlying principal amounts. Some of the arrangements use forward starting swaps to better match the duration of assets and liabilities.
236 | Notes to the consolidated financial statements of Aegon N.V. Note 24 |
Aegon has entered into cross-currency interest rate swap agreements that effectively convert certain foreign currency fixed-rate and floating-rate assets and liabilities to US dollar floating-rate assets and liabilities. These agreements involve the exchange of the underlying principal amounts.
For the years ended December 31, 2012, 2011 and 2010, Aegon recognized gains and (losses) related to the ineffective portion of designated fair value hedges of EUR 15 million, EUR 12 million and EUR (6) million respectively. No portion of derivatives was excluded when assessing hedge effectiveness.
Derivatives designated as cash flow hedges
Aegon has entered primarily into interest rate swap agreements that effectively convert certain variable-rate assets and liabilities to a fixed-rate basis in order to match the cash flows of the assets and liabilities within Aegons portfolio more closely. These agreements involve the payment or receipt of variable-rate interest amounts in exchange for fixed-rate interest amounts over the life of the agreement without the exchange of the underlying principal amounts. Aegon is hedging its exposure to the variability of future cash flows from the interest rate movements for terms up to 30 years for hedges converting existing floating-rate assets and liabilities to fixed-rate assets.
Aegon uses forward starting interest rate swap agreements to hedge the variability in future cash flows associated with the forecasted purchase of fixed-income assets. These agreements reduce the impact of future interest rate changes on the forecasted transaction. Fair value adjustments for these interest rate swaps are deferred and recorded in equity until the occurrence of the forecasted transaction at which time the interest rate swaps will be terminated. The accumulated gain or loss in equity will be amortized into investment income as the acquired asset affects income. Aegon is hedging its exposure to the variability of future cash flows from interest rate movements for terms up to 20 years. The cash flows from these hedging instruments are expected to affect the profit and loss for approximately the next 39 years. For the year ended December 31, 2012, the contracts for which cash flow hedge accounting was terminated resulted in deferred gains of EUR 225 million (2011: EUR 131 million) that are recognized directly in equity to be reclassified into net income during the period when the cash flows occur of the underlying hedged items. For the same year, none of Aegons cash flow hedges were discontinued, as it was probable that the original forecasted transactions would occur by the end of the originally specified time period documented at the inception of the hedging relationship.
In addition, Aegon also makes use of cross currency swaps to convert variable or fixed foreign currency cash flows into fixed cash flows in local currencies. The cash flows from these hedging instruments are expected to occur over the next 29 years. These agreements involve the exchange of the underlying principal amounts.
For the year ended December 31, 2012, Aegon recognized a loss of EUR (10) million of hedge ineffectiveness on cash flow hedges. In 2011 and 2010, gains of EUR 1 million and EUR 5 million respectively of hedge ineffectiveness were recorded in the income statement. In 2012, EUR (62) million was released from equity into investment income (2011: EUR (18) million, 2010: EUR (8) million). The amount of deferred gains or losses to be reclassified from equity into net income during the next 12 months is expected to be EUR 21 million.
The periods when the cash flows are expected to occur are as follows:
< 1 year | 1 - 5 years | 5 - 10 years | > 10 years | 2012 Total | ||||||||||||||||
Cash inflows |
521 | 2,088 | 1,599 | 1,582 | 5,790 | |||||||||||||||
Cash outflows |
3 | 9 | 1 | 4 | 17 | |||||||||||||||
Net cash flows | 518 | 2,079 | 1,598 | 1,578 | 5,773 | |||||||||||||||
< 1 year | 1 - 5 years | 5 - 10 years | > 10 years | 2011 Total | ||||||||||||||||
Cash inflows |
501 | 2,046 | 1,822 | 1,967 | 6,336 | |||||||||||||||
Cash outflows |
3 | 10 | 1 | 5 | 19 | |||||||||||||||
Net cash flows | 498 | 2,036 | 1,821 | 1,962 | 6,317 |
Annual Report on Form 20-F 2012 | 237 |
Net foreign investment hedges
Aegon funds its investments in insurance subsidiaries with a mixture of debt and equity. Aegon aims to denominate debt funding in the same currency as the functional currency of the investment. Investments outside the eurozone, the United States, the United Kingdom and Canada are funded in euros. When the debt funding of investments is not in the functional currency of the investment, Aegon uses derivatives to swap the currency exposure of the debt instrument to the appropriate functional currency. This policy will ensure that total capital will reflect currency movements without distorting debt to shareholders equity ratios. Aegon utilizes various financial instruments as designated hedging instruments of its foreign investments. These instruments include long-term and short-term borrowings, short-term debts to credit institutions, cross currency swap contracts and forward foreign exchange contracts.
2012 | 2011 | |||||||
At January 1 |
742 | 733 | ||||||
Additions |
36 | 19 | ||||||
Disposals |
(2 | ) | (6 | ) | ||||
Share in net income |
26 | 29 | ||||||
Share in changes in associates equity (note 30.5) |
22 | (18 | ) | |||||
Impairment losses |
(1 | ) | (1 | ) | ||||
Dividend |
(2 | ) | (3 | ) | ||||
Net exchange difference |
(7 | ) | (8 | ) | ||||
Other |
15 | (3 | ) | |||||
At December 31 |
829 | 742 |
All associates are unlisted and are accounted for using the equity method and are considered to be non-current. The investments in associates include interest in insurance companies that are required to maintain a minimum solvency margin based on local directives. Such restrictions can affect the ability of these associates to transfer funds in the form of cash dividends, or repayment of loans or advances, and therefore, there can be no assurance that these restrictions will not become a limitation in the future. There are no unrecognized shares of losses in associates.
As at December 31, 2012, Aegon and Caja de Ahorros de Mediterráneo (CAM), Aegons partner in Caja Mediterráneo Vida (MedVida) are still in an arbitration process to determine the occurrence of a change in control and the corresponding date, which determines the exit price. During the fourth quarter of 2012, the arbitration went into its final stages. A final verdict from the arbitrators is expected to be released in the first half of 2013.
Aegon is of the opinion that, in 2010, a change of control occurred in CAM. Subsequently, Aegon decided to exercise its put option pursuant to the shareholders agreement between CAM and Aegon, to exit the partnership. At December 31, 2012, MedVida is recorded for an amount of EUR 327 million in the statement of financial position, including a negative revaluation reserve of EUR 44 million. Upon sale of the associate, any revaluation reserve needs to be recycled through the income statement. Considering possible alternative outcomes of the arbitration process, Aegon expects that it will recover at least the book value as at December 31, 2012.
On October 1, 2012, Aegon closed the sale of its interest in Prisma Capital Partners LP (Prisma). Prisma, which is accounted for as an associate, served as an investment manager for certain of Aegons hedge fund investments as well as for other third parties. The final proceeds are subject to certain contingent arrangements which may lead to further payments in 2014 and 2017. The book gain amounted to EUR 100 million. The carrying value of Prisma at the transaction date was EUR 2 million. Aegons share in Prisma earnings from January 1, 2012 till October 1, 2012 amounted to EUR 10 million (full year 2011: EUR 13 million).
Summarized financial information of associates | 2012 | 2011 | ||||||
Assets |
13,729 | 13,374 | ||||||
Liabilities |
13,159 | 12,888 | ||||||
Revenue |
2,025 | 1,920 | ||||||
Net income |
26 | 29 |
The summarized financial information is based on the Groups relative holding and excludes any goodwill included in the measurement of the investment in associates. Refer to note 52 for a listing of the principal investments in associates and the Groups percentage holding.
238 | Notes to the consolidated financial statements of Aegon N.V. Note 26 |
Assets arising from reinsurance contracts related to: | 2012 | 2011 | ||||||||||
Life insurance general account |
10,263 | 9,848 | ||||||||||
Life insurance for account of policyholders |
96 | 78 | ||||||||||
Non-life insurance |
1,160 | 1,116 | ||||||||||
Investment contracts |
468 | 475 | ||||||||||
At December 31 |
11,987 | 11,517 | ||||||||||
Amounts due from reinsurers in respect of claims already paid by the Group on the contracts that are reinsured are included in other assets and receivables (refer to note 28).
EUR 13 million of the reinsurance assets are current (2011: EUR 18 million). |
| |||||||||||
Movements during the year in reinsurance assets relating to life insurance: | Life insurance general account |
Life insurance of policy- |
Total life insurance |
|||||||||
At January 1, 2012 | 9,848 | 78 | 9,926 | |||||||||
Gross premium and deposits - existing and new business | 2,772 | 66 | 2,838 | |||||||||
Unwind of discount / interest credited | 520 | 5 | 525 | |||||||||
Insurance liabilities released | (3,869 | ) | (49 | ) | (3,918 | ) | ||||||
Fund charges released | (4 | ) | - | (4 | ) | |||||||
Changes to valuation of expected future benefits | (25 | ) | - | (25 | ) | |||||||
Policy transfers | - | (6 | ) | (6 | ) | |||||||
Quota share reinsurance transactions | 1,175 | - | 1,175 | |||||||||
Net exchange differences | (123 | ) | 2 | (121 | ) | |||||||
Other movements | (31 | ) | - | (31 | ) | |||||||
At December 31, 2012 | 10,263 | 96 | 10,359 | |||||||||
At January 1, 2011 | 4,530 | 91 | 4,621 | |||||||||
Portfolio transfers and acquisitions | 1 | - | 1 | |||||||||
Disposal of a business | (110 | ) | (8 | ) | (118 | ) | ||||||
Gross premium and deposits - existing and new business | 2,279 | 63 | 2,342 | |||||||||
Unwind of discount / interest credited | 260 | 5 | 265 | |||||||||
Insurance liabilities released | (605 | ) | (72 | ) | (677 | ) | ||||||
Fund charges released | (4 | ) | - | (4 | ) | |||||||
Changes to valuation of expected future benefits | 22 | - | 22 | |||||||||
Quota share reinsurance transactions | 2,899 | - | 2,899 | |||||||||
Net exchange differences | 457 | 2 | 459 | |||||||||
Other movements | 119 | (3 | ) | 116 | ||||||||
At December 31, 2011 | 9,848 | 78 | 9,926 |
On August 9, 2011, Aegon completed the divestment of its life reinsurance business, Transamerica Reinsurance (TARe), to SCOR. The divestment of TARe consists of a series of reinsurance agreements between various statutory insurance entities and SCOR for the US domestic business.
Structuring the transaction as a reinsurance arrangement leaves Aegon exposed to a counter-party risk of SCOR not performing on the reinsurance contracts as the business matures. For such an event, certain levels of collateral related to the reinsured contracts have been placed in trust for Aegons benefit. SCOR is rated A1/A+ by Moodys and Standard & Poors, both with stable outlooks.
The transaction has been accounted for primarily as a reinsurance transaction between Aegon and SCOR. Certain fixed assets and certain investment assets have been transferred with any related gain (loss) being recognized. As a result, the divestment did not have significant impact on shareholders equity. Earnings on the business retained as well as amortization of the deferred cost of reinsurance asset have been reflected in the run-off businesses line in Aegons segment reporting. A deferred cost of reinsurance was established and is disclosed in note 27.
Annual Report on Form 20-F 2012 | 239 |
The reinsurance business being retained by Aegon, which is comprised primarily of the variable annuity guarantee business, is substantially hedged for financial market risks and produces normalized results which are negligible. In addition, various administration, service and asset management contracts are part of the transaction. The combined result, consisting primarily of the amortization of the deferred cost of reinsurance, is approximately EUR 29 million (USD 40 million) before tax per annum initially. These costs will vary with the volume of ultimate novations.
Aegon USA reinsured approximately EUR 4.1 billion of fixed annuities on a quota share basis in three separate transactions during 2011 and 2012. A total of EUR 2.3 billion was ceded to Commonwealth Annuity and Life Insurance Company which includes EUR 1.1 billion ceded in 2011 and an additional EUR 1.2 billion in 2012. Also in 2011, EUR 1.8 billion was ceded to Liberty Life Insurance Company.
The reinsured policies consist of fixed annuity contracts issued by Transamerica Life Insurance Company in the U.S. between 2004 and early 2009 that were previously reinsured to Transamerica International Reinsurance Ireland (TIRI) on a 90% quota share basis. Over half of the business was sold in 2008 and primarily included products with 3 and 5 year surrender charge periods. Most of the business have an initial credited rate guarantee matching the surrender charge period followed by annual renewals after the initial period.
Investment assets and cash were transferred as part of these transactions with any related gain/(loss) being recognized. In order to secure the obligations of the reinsurer, Aegon has required the establishment of trust accounts to hold collateral supporting ceded policy reserves. A deferred cost of reinsurance was established and is amortized based on gross profits of the underlying contracts. The deferred cost of reinsurance is disclosed in note 27.
Also, in 2011 EUR 431 million of medium term notes (MTN) backing funding agreements issued by Monumental Life insurance company in 2006 and 2007 were reinsured to Liberty Life Insurance Company. This transaction is treated as a financing arrangement since the MTN contracts do not qualify as insurance contracts. The financing cost of approximately EUR 6 million will be amortized over the expected life of the contracts.
Movements during the year in reinsurance assets relating to non-life insurance: | 2012 | 2011 | ||||||
At January 1 |
1,116 | 947 | ||||||
Gross premium and deposits - existing and new business |
259 | 227 | ||||||
Loss recognized as a result of liability adequacy |
127 | - | ||||||
Unwind of discount / interest credited |
50 | 40 | ||||||
Insurance liabilities released |
(140 | ) | (82 | ) | ||||
Changes to valuation of expected future benefits |
5 | (9 | ) | |||||
Changes in unearned premiums |
(148 | ) | (135 | ) | ||||
Changes in unexpired risks |
(3 | ) | (3 | ) | ||||
Incurred related to current year |
73 | 53 | ||||||
Incurred related to prior years |
42 | 31 | ||||||
Release for claims settled current year |
(14 | ) | (13 | ) | ||||
Release for claims settled prior years |
(91 | ) | (94 | ) | ||||
Change in IBNR |
(6 | ) | 11 | |||||
Shadow accounting adjustment |
(93 | ) | 108 | |||||
Net exchange differences |
(17 | ) | 35 | |||||
At December 31 |
1,160 | 1,116 |
2012 | 2011 | |||||||
DPAC for insurance contracts and investment contracts with discretionary participation features |
11,282 | 11,027 | ||||||
Deferred transaction costs for investment management services |
405 | 405 | ||||||
At December 31 |
11,687 | 11,432 | ||||||
Current |
1,450 | 1,211 | ||||||
Non-current |
10,237 | 10,221 |
240 | Notes to the consolidated financial statements of Aegon N.V. Note 28 |
DPAC | Deferred transaction costs |
|||||||
At January 1, 2012 |
11,027 | 405 | ||||||
Costs deferred during the year |
1,543 | 44 | ||||||
Amortization through income statement |
(1,135 | ) | (44 | ) | ||||
Shadow accounting adjustments |
(181 | ) | - | |||||
Impairments |
- | (4 | ) | |||||
Net exchange differences |
22 | 4 | ||||||
Other |
6 | - | ||||||
At December 31, 2012 | 11,282 | 405 | ||||||
DPAC | Deferred transaction costs |
|||||||
At January 1, 2011 |
11,340 | 380 | ||||||
Costs deferred during the year |
1,398 | 60 | ||||||
Disposal of group assets |
(404 | ) | - | |||||
Amortization through income statement |
(1,318 | ) | (42 | ) | ||||
Shadow accounting adjustments |
(236 | ) | - | |||||
Net exchange differences |
252 | 7 | ||||||
Other |
(5 | ) | - | |||||
At December 31, 2011 | 11,027 | 405 |
DPAC balances at December 31, 2012 include deferred cost of reinsurance for an amount of EUR 558 million (2011: EUR 579 million). The amortization in 2012 amounts to EUR 68 million (2011: EUR 38 million).
Below a breakdown is provided of DPAC balances, including deferred cost of reinsurance by line of business and reporting segment:
Americas | The Netherlands |
United Kingdom |
New Markets | Total | ||||||||||||||||
2012 | ||||||||||||||||||||
Life |
4,836 | 141 | 155 | 548 | 5,680 | |||||||||||||||
Individual savings and retirement products |
1,256 | - | - | 36 | 1,292 | |||||||||||||||
Pensions |
124 | 37 | 3,365 | - | 3,526 | |||||||||||||||
Run-off business |
784 | - | - | - | 784 | |||||||||||||||
At December 31 | 7,000 | 178 | 3,520 | 584 | 11,282 | |||||||||||||||
2011 | ||||||||||||||||||||
Life |
4,760 | 197 | 158 | 511 | 5,626 | |||||||||||||||
Individual savings and retirement products |
1,109 | - | - | 30 | 1,139 | |||||||||||||||
Pensions |
115 | 42 | 3,254 | - | 3,411 | |||||||||||||||
Run-off business |
851 | - | - | - | 851 | |||||||||||||||
At December 31 | 6,835 | 239 | 3,412 | 541 | 11,027 |
28 Other assets and receivables
Note | 2012 | 2011 | ||||||||||
Real estate held for own use and equipment |
28.1 | 526 | 561 | |||||||||
Receivables |
28.2 | 5,551 | 4,734 | |||||||||
Accrued income |
28.3 | 1,645 | 2,497 | |||||||||
At December 31 | 7,722 | 7,792 |
Annual Report on Form 20-F 2012 | 241 |
28.1 Real estate held for own use and equipment
Net book value | General account real estate held for own use |
Equipment | Total | |||||||||
At January 1, 2011 |
333 | 241 | 574 | |||||||||
At December 31, 2011 |
319 | 242 | 561 | |||||||||
At December 31, 2012 | 307 | 219 | 526 | |||||||||
Cost | ||||||||||||
At January 1, 2012 |
387 | 500 | 887 | |||||||||
Additions |
2 | 61 | 63 | |||||||||
Capitalized subsequent expenditure |
2 | - | 2 | |||||||||
Disposals |
(4 | ) | (72 | ) | (76 | ) | ||||||
Unrealized gains/(losses) through equity |
(5 | ) | - | (5 | ) | |||||||
Net exchange differences |
(2 | ) | - | (2 | ) | |||||||
At December 31, 2012 | 380 | 489 | 869 | |||||||||
Accumulated depreciation and impairment losses | ||||||||||||
At January 1, 2012 |
68 | 258 | 326 | |||||||||
Depreciation through income statement |
8 | 68 | 76 | |||||||||
Disposals |
(2 | ) | (64 | ) | (66 | ) | ||||||
Impairment losses |
- | 6 | 6 | |||||||||
Net exchange differences |
(1 | ) | 2 | 1 | ||||||||
At December 31, 2012 | 73 | 270 | 343 | |||||||||
Cost | ||||||||||||
At January 1, 2011 |
397 | 552 | 949 | |||||||||
Additions |
1 | 71 | 72 | |||||||||
Disposals |
(13 | ) | (116 | ) | (129 | ) | ||||||
Disposal of a business |
- | (8 | ) | (8 | ) | |||||||
Realized gains/(losses) through income statement |
(3 | ) | - | (3 | ) | |||||||
Unrealized gains/(losses) through equity |
2 | - | 2 | |||||||||
Net exchange differences |
4 | 3 | 7 | |||||||||
Other |
(1 | ) | (2 | ) | (3 | ) | ||||||
At December 31, 2011 | 387 | 500 | 887 | |||||||||
Accumulated depreciation and impairment losses | ||||||||||||
At January 1, 2011 |
64 | 311 | 375 | |||||||||
Depreciation through income statement |
8 | 63 | 71 | |||||||||
Disposals |
(4 | ) | (107 | ) | (111 | ) | ||||||
Disposal of a business |
- | (8 | ) | (8 | ) | |||||||
Net exchange differences |
1 | - | 1 | |||||||||
Other |
(1 | ) | (1 | ) | (2 | ) | ||||||
At December 31, 2011 | 68 | 258 | 326 |
General account real estate held for own use are mainly held by Aegon USA and Aegon The Netherlands, with relatively smaller holdings in Hungary and Spain and are carried at revalued amounts taking into account amortization and impairments. The carrying value under a historical cost model amounts to EUR 321 million (2011: EUR 331 million).
44% of the value of the general account real estate held for own use was last revalued in 2012 (2011: 22%), based on market value appraisals by qualified internal and external appraisers. 97% of the appraisals in 2012 were performed by independent external appraisers (2011: 96%).
General account real estate held for own use has not been pledged as security for liabilities, nor are there any restrictions on title. Depreciation expenses are charged in Commissions and expenses in the income statement. The useful lives of buildings range between 40 and 50 years.
242 | Notes to the consolidated financial statements of Aegon N.V. Note 29 |
None of the equipment is held for lease (2011: EUR 0 million). Equipment has not been pledged as security for liabilities, nor are there any restrictions on title. Depreciation expenses have been charged in Commissions and expenses in the income statement. Equipment is generally depreciated over a period of three to five years.
28.2 Receivables
2012 | 2011 | |||||||
Loans to associates |
28 | 38 | ||||||
Finance lease assets |
8 | 21 | ||||||
Receivables from policyholders |
1,340 | 1,337 | ||||||
Receivables from brokers and agents |
155 | 154 | ||||||
Receivables from reinsurers |
295 | 302 | ||||||
Cash outstanding from assets sold |
45 | 27 | ||||||
Trade receivables |
512 | 261 | ||||||
Cash collateral |
1,267 | 1,200 | ||||||
Reverse repurchase agreements |
1,186 | 511 | ||||||
Income tax receivable |
38 | 219 | ||||||
Other |
809 | 802 | ||||||
Provision for doubtful debts |
(132 | ) | (138 | ) | ||||
At December 31 | 5,551 | 4,734 | ||||||
Current |
5,283 | 4,443 | ||||||
Non-current |
268 | 291 | ||||||
The movements in the provision for doubtful debts during the year were as follows:
|
||||||||
2012 | 2011 | |||||||
At January 1 |
(138 | ) | (145 | ) | ||||
Additions charged to earnings |
(16 | ) | (4 | ) | ||||
Unused amounts reversed through the income statement |
1 | 3 | ||||||
Used during the year |
21 | 9 | ||||||
Net exchange differences |
- | (1 | ) | |||||
At December 31 | (132 | ) | (138 | ) |
28.3 Accrued income
2012 | 2011 | |||||||
Accrued interest |
1,633 | 2,486 | ||||||
Other |
12 | 11 | ||||||
At December 31 | 1,645 | 2,497 |
EUR 1,636 million of accrued income is current (2011: EUR 2,489 million).
2012 | 2011 | |||||||
Cash at bank and in hand |
1,034 | 1,215 | ||||||
Short-term deposits |
5,453 | 5,058 | ||||||
Money market investments |
2,908 | 1,423 | ||||||
Short-term collateral |
258 | 408 | ||||||
At December 31 | 9,653 | 8,104 |
The carrying amounts disclosed reasonably approximate the fair values as at the year end.
Annual Report on Form 20-F 2012 | 243 |
EUR 12.3 billion (2011: EUR 13.2 billion) of cash collateral is received of which EUR 258 million (2011: EUR 408 million) is included in cash and cash equivalents. This collateral relates to security lending and repurchase agreements and margins on derivatives transactions. A corresponding liability to repay the cash is recognized in other liabilities (note 44). Refer to note 50 for details on collateral received and paid. Investment of cash collateral received is restricted through limitations on credit worthiness, duration, approved investment categories and borrower limits. Aegon earns a share of the spread between the collateral earnings and the rebate paid to the borrower of the securities. Income from security lending programs was approximately EUR 11 million (2011: EUR 12 million; 2010: EUR 10 million).
The weighted effective interest rate on short-term deposits was 0.07% (2011: 0.51%) and these deposits have an average maturity of 13.07 days (2011: 7.55 days).
For the purposes of the cash flow statement, cash and cash equivalents comprise the following:
Note | 2012 | 2011 | ||||||||||
Cash and cash equivalents |
9,653 | 8,104 | ||||||||||
Bank overdrafts |
39 | (93 | ) | (278 | ) | |||||||
Net cash and cash equivalents | 9,560 | 7,826 | ||||||||||
The majority of cash is not subject to any restrictions. However, the Dutch Central Bank requires Aegon The Netherlands to hold 1% (2011: 2%) of its assets relating to banking activities in an account with the Dutch Central Bank. This amount on deposit is reassessed on a monthly basis and carries interest at approximately 0.75% (2011: 1.0%) . The average balance for 2012 was EUR 44 million (2011: EUR 103 million).
|
| |||||||||||
Summary IFRS cash flow statement | 2012 | 2011 | 2010 | |||||||||
Net cash flows from operating activities |
(966 | ) | 2,266 | 1,263 | ||||||||
Net cash flows from investing activities |
71 | 653 | (278 | ) | ||||||||
Net cash flows from financing activities |
2,602 | (374 | ) | 119 | ||||||||
Net increase in cash and cash equivalents | 1,707 | 2,545 | 1,104 |
Net cash and cash equivalents at December 31, 2012 are positively impacted by effects of changes in exchange rates of EUR 27 million (2011: EUR 107 million; 2010: EUR 57 million).
Analysis of IFRS cash flows
2012 compared to 2011
Net cash flows from operating activities
Total net cash flows from operating activities decreased by EUR 3,232 million to a EUR 966 million outflow (2011: EUR 2,266 million inflow). The change from inflow in 2011 to outflow in 2012 is driven by lower net general account investments, lower disposals of derivatives and lower net change in cash collateral. These reductions are partly offset by higher net investments for account of policyholders and income before tax.
Net cash flows from investing activities
Net cash flows from investing activities reduced by EUR 582 million to a EUR 71 million inflow (2011: EUR 653 million inflow). The inflow in 2012 is mainly a result of the proceeds of EUR 102 million on the sale of Aegons interest in Prisma and the proceeds of EUR 190 mln received from the exit from the partnership with Banca Civica, partly ofset by the aquisition of Liberbank and purchases of software. In 2011, the inflow was a result of cash received from the divestment of Transamerica Reinsurance and the sale of Guardian life in the United Kingdom.
Net cash flows from financing activities
Net cash flows from financing activities improved by EUR 2,976 million to EUR 2,602 million inflow (2011: EUR 374 million outflow). The improvement is mainly a result of additional borrowings and the issuance of 8.00% non-cumulative subordinated borrowings which provided USD 525 million.
244 | Notes to the consolidated financial statements of Aegon N.V. Note 30 |
2011 compared to 2010
Net cash flows from operating activities
Total net cash flows from operating activities increased by EUR 1,003 million to EUR 2,266 million inflow (2010: EUR 1,263 million inflow). This increase is predominantly driven by higher net disposals of investments, partly offset by a lower net change in cash collateral. The net change in cash collateral in 2011 is mainly due to derivatives transactions while the net change in cash collateral in 2010 was mainly related to securities lending transactions.
Net cash flows from investing activities
Net cash flows from investing activities improved by EUR 931 million to a EUR 653 million inflow (2010: EUR 278 million outflow). The improvement is a result of cash received from the divestment of Transamerica Reinsurance and the sale of Guardian life in the United Kingdom.
Net cash flows from financing activities
Net cash flows from financing activities decreased by EUR 493 million to a EUR 374 million outflow (2010: EUR 119 million inflow). The decrease is mainly the result of the payment to the Dutch State amounting to EUR 2,250 million of which EUR 1,500 million related to the repurchase of 375 million convertible core capital securities and EUR 750 million related to the premium attached to this repurchase. A share issuance in early 2011 provided EUR 913 million of cash and additional borrowings provided EUR 1,259 million, partly offset by coupon payments on perpetual capital securities and dividends on the preferred shares.
Issued share capital and reserves attributable to shareholders of Aegon N.V.
Note | 2012 | 2011 | 2010 | |||||||||||||
Share capital - par value |
30.1 | 319 | 310 | 278 | ||||||||||||
Share premium |
30.2 | 8,780 | 8,787 | 7,906 | ||||||||||||
Total share capital | 9,099 | 9,097 | 8,184 | |||||||||||||
Retained earnings |
10,747 | 9,655 | 9,781 | |||||||||||||
Treasury shares |
30.3 | (243 | ) | (252 | ) | (252 | ) | |||||||||
Total retained earnings | 10,504 | 9,403 | 9,529 | |||||||||||||
Revaluation reserves |
30.4 | 6,082 | 3,464 | 958 | ||||||||||||
Other reserves |
30.5 | (1,055 | ) | (964 | ) | (1,343 | ) | |||||||||
Total shareholders equity | 24,630 | 21,000 | 17,328 |
In 2012, Aegon issued 33,203,150 and 29,172,394 new common share with a par value of EUR 0.12 in respect of the final dividend for 2011 which was paid in May 2012 and the interim dividend paid in September 2012, respectively.
On March 1, 2011, Aegon completed the issue of 173,604,912 new common shares of Aegon N.V. with a par value of EUR 0.12. The shares were issued at a price of EUR 5.20 per share. The proceeds of EUR 903 million were used to fund part of the repurchase of the convertible core capital securities described in note 31.
The new shares have been listed on NYSE Euronext Amsterdam, the principal market for Aegons common shares.
In 2012, Vereniging Aegon exercised its option rights to purchase in aggregate 8,021,000 class B preferred shares at par value to correct the dilution caused by the issuance of shares as a result of distribution of dividend in the form of stock.
On March 15, 2011, Vereniging Aegon exercised its option rights to purchase 41,042,000 class B preferred shares at par value of EUR 0.25 (total proceeds of EUR 10 million) in order to avoid dilution of its voting rights following the issuance of 10% new common shares completed on March 1, 2011.
Annual Report on Form 20-F 2012 | 245 |
30.1 Share capital - par value
2012 | 2011 | 2010 | ||||||||||||||
Common shares |
236 | 229 | 208 | |||||||||||||
Preferred shares A |
53 | 53 | 53 | |||||||||||||
Preferred shares B |
30 | 28 | 17 | |||||||||||||
At December 31 | 319 | 310 | 278 | |||||||||||||
2012 | 2011 | 2010 | ||||||||||||||
Authorized share capital |
360 | 360 | 360 | |||||||||||||
Number of authorized shares (in million) |
3,000 | 3,000 | 3,000 | |||||||||||||
Par value in cents per share |
12 | 12 | 12 | |||||||||||||
Number of shares (thousands) |
Total amount |
|||||||||||||||
At January 1, 2010 | 1,736,049 | 208 | ||||||||||||||
Share issuance |
- | - | ||||||||||||||
At December 31, 2010 | 1,736,049 | 208 | ||||||||||||||
Share issuance |
173,605 | 21 | ||||||||||||||
At December 31, 2011 | 1,909,654 | 229 | ||||||||||||||
Share issuance |
- | - | ||||||||||||||
Dividend |
62,376 | 7 | ||||||||||||||
At December 31, 2012 | 1,972,030 | 236 | ||||||||||||||
Weighted average number of common shares (thousands) |
||||||||||||||||
2010 | 1,736,049 | |||||||||||||||
2011 | 1,881,116 | |||||||||||||||
2012 | 1,936,315 | |||||||||||||||
Preferred shares | ||||||||||||||||
2012 | 2011 | 2010 | ||||||||||||||
Authorized share capital |
250 | 250 | 250 | |||||||||||||
Par value in cents per share |
25 | 25 | 25 | |||||||||||||
Preferred shares A | Preferred shares B | |||||||||||||||
Number of shares (thousands) |
Total amount |
Number of shares (thousands) |
Total amount |
|||||||||||||
At January 1, 2010 | 211,680 | 53 | 69,030 | 17 | ||||||||||||
Share issued |
- | - | - | - | ||||||||||||
At December 31, 2010 | 211,680 | 53 | 69,030 | 17 | ||||||||||||
Share issued |
- | - | 41,042 | 11 | ||||||||||||
At December 31, 2011 | 211,680 | 53 | 110,072 | 28 | ||||||||||||
Share issued |
- | - | 8,021 | 2 | ||||||||||||
At December 31, 2012 | 211,680 | 53 | 118,093 | 30 |
All issued common and preferred shares are fully paid. Repayment of capital can only be initiated by the Executive Board, is subject to approval of the Supervisory Board and must be resolved by the General Meeting of Shareholders. Moreover, repayment on preferred shares needs approval of the related shareholders. Refer to Other information for further information on dividend rights.
246 | Notes to the consolidated financial statements of Aegon N.V. Note 30 |
There are restrictions on the amount of funds that companies within the Group may transfer in the form of cash dividends or otherwise to the parent company. These restrictions stem from solvency and legal requirements. Refer to note 47 for a description of these requirements.
Vereniging Aegon, based in The Hague, holds all of the issued preferred shares.
Vereniging Aegon, in case of an issuance of shares by Aegon N.V., may purchase as many class B preferred shares as would enable Vereniging Aegon to prevent or correct dilution to below its actual percentage of voting shares, unless Vereniging Aegon as a result of exercising these option rights would increase its voting power to more than 33 percent. Class B preferred shares will then be issued at par value (EUR 0.25), unless a higher issue price is agreed. In the years 2003 through 2009, 69,030,000 class B preferred shares were issued under these option rights. In 2010, no option rights were exercised. In March 2011 Vereniging Aegon exercised its option rights to purchase in aggregate 41,042,000 class B preferred shares at par value to correct dilution caused by Aegons issuance of shares conducted under Aegons US Shelf Registration through the sale of 173,604,912 common shares of Aegon N.V. at a price of EUR 5.20 per share in March 2011. In 2012 Vereniging Aegon exercised its option rights to purchase in aggregate 8,021,000 class B preferred shares at par value to correct the dilution caused by the issuance of shares as a result of distribution of dividend in the form of stock.
Aegon N.V. and Vereniging Aegon have entered into a preferred shares voting rights agreement, pursuant to which Vereniging Aegon has voluntarily waived its right to cast 25/12 vote per class A or class B preferred share. Instead, Vereniging Aegon has agreed to exercise one vote only per preferred share, except in the event of a special cause, such as the acquisition of a 15% interest in Aegon N.V., a tender offer for Aegon N.V. shares or a proposed business combination by any person or group of persons, whether individually or as a group, other than in a transaction approved by the Executive Board and Supervisory Board. If, in its sole discretion, Vereniging Aegon determines that a special cause has occurred, Vereniging Aegon will notify the General Meeting of Shareholders and retain its right to exercise the full voting power of 25/12 vote per preferred share for a limited period of six months.
With regard to granted share appreciation rights and option rights and their valuation refer to note 14.
30.2 Share premium
2012 | 2011 | 2010 | ||||||||||
At January 1 |
8,787 | 7,906 | 7,906 | |||||||||
Additions |
- | 881 | - | |||||||||
Share dividend |
(7 | ) | - | - | ||||||||
At December 31 | 8,780 | 8,787 | 7,906 | |||||||||
Share premium relating to: |
||||||||||||
- Common shares |
6,728 | 6,735 | 5,854 | |||||||||
- Preferred shares |
2,052 | 2,052 | 2,052 | |||||||||
Total share premium | 8,780 | 8,787 | 7,906 |
The share premium account reflects the balance of paid-in amounts above par value at issuance of new shares less the amounts charged for share dividends.
Annual Report on Form 20-F 2012 | 247 |
30.3 Treasury shares
On the balance sheet date Aegon N.V. and its subsidiaries held 28,713,730 of its own common shares with a par value of EUR 0.12 each.
Movements in the number of treasury shares were as follows:
2012 | 2011 | 2010 | ||||||||||
Number of shares |
Number of shares (thousands) |
Number of shares (thousands) |
||||||||||
At January 1 |
27,503 | 27,520 | 27,572 | |||||||||
Transactions in 2012: | ||||||||||||
Sale: 1 transaction, price EUR 3.52 |
(9 | ) | ||||||||||
Sale: 1 transaction, price EUR 3.36 |
(513 | ) | ||||||||||
Transactions in 2011: | ||||||||||||
Sale: 1 transaction, price EUR 5.39 |
(17 | ) | ||||||||||
Transactions in 2010: | ||||||||||||
Sale: 1 transaction, price EUR 4.75 |
(52 | ) | ||||||||||
At December 31 | 26,981 | 27,503 | 27,520 |
As part of their insurance and investment operations, subsidiaries within the Group also hold Aegon N.V. common shares, both for their own account and for account of policyholders. These shares have been treated as treasury shares and are (de)recognized at the consideration paid or received.
2012 | 2011 | 2010 | ||||||||||||||||||||||
Number of shares |
Total amount |
Number of shares |
Total amount | Number of shares |
Total amount | |||||||||||||||||||
Held by Aegon N.V. |
26,981 | 228 | 27,503 | 235 | 27,520 | 235 | ||||||||||||||||||
Held by subsidiaries |
1,733 | 15 | 1,863 | 17 | 1,726 | 17 | ||||||||||||||||||
At December 31 | 28,714 | 243 | 29,366 | 252 | 29,246 | 252 | ||||||||||||||||||
Weighted average number of treasury shares, including treasury shares held by subsidiaries (thousands) |
||||||||||||||||||||||||
2010 | 29,267 | |||||||||||||||||||||||
2011 | 29,303 | |||||||||||||||||||||||
2012 | 28,933 |
248 | Notes to the consolidated financial statements of Aegon N.V. Note 30 |
30.4 Revaluation reserves
Available- for-sale investments |
Real estate held for own use |
Cash flow hedging reserve |
Total | |||||||||||||
At January 1, 2012 |
2,299 | 43 | 1,122 | 3,464 | ||||||||||||
Gross revaluation |
4,247 | (5 | ) | - | 4,242 | |||||||||||
Net (gains) / losses transferred to income statement |
(465 | ) | - | (62 | ) | (527 | ) | |||||||||
Foreign currency translation differences |
(26 | ) | - | (30 | ) | (56 | ) | |||||||||
Tax effect |
(1,089 | ) | 1 | 28 | (1,060 | ) | ||||||||||
Other |
19 | - | - | 19 | ||||||||||||
At December 31, 2012 | 4,985 | 39 | 1,058 | 6,082 | ||||||||||||
At January 1, 2011 |
493 | 41 | 424 | 958 | ||||||||||||
Gross revaluation |
3,012 | 2 | 1,016 | 4,030 | ||||||||||||
Net (gains) / losses transferred to income statement |
(513 | ) | - | (18 | ) | (531 | ) | |||||||||
Foreign currency translation differences |
101 | 1 | 60 | 162 | ||||||||||||
Tax effect |
(794 | ) | (1 | ) | (360 | ) | (1,155 | ) | ||||||||
At December 31, 2011 | 2,299 | 43 | 1,122 | 3,464 | ||||||||||||
At January 1, 2010 |
(1,928 | ) | 39 | 180 | (1,709 | ) | ||||||||||
Disposal of a business |
(22 | ) | - | - | (22 | ) | ||||||||||
Gross revaluation |
4,044 | 2 | 367 | 4,413 | ||||||||||||
Net (gains) / losses transferred to income statement |
(203 | ) | - | (8 | ) | (211 | ) | |||||||||
Foreign currency translation differences |
(171 | ) | 2 | 14 | (155 | ) | ||||||||||
Tax effect |
(1,227 | ) | (2 | ) | (129 | ) | (1,358 | ) | ||||||||
At December 31, 2010 | 493 | 41 | 424 | 958 |
The revaluation accounts for both available-for-sale investments and for real estate held for own use include unrealized gains and losses on these investments, net of tax. Upon sale, the amounts realized are recognized in the income statement (for available-for-sale investments) or transferred to retained earnings (for real estate held for own use). Upon impairment, unrealized losses are recognized in the income statement.
The closing balances of the revaluation reserve for available-for-sale investments relate to the following instruments:
2012 | 2011 | 2010 | ||||||||||
Shares |
193 | 125 | 246 | |||||||||
Debt securities |
4,754 | 2,183 | 242 | |||||||||
Other |
38 | (9 | ) | 5 | ||||||||
Revaluation reserve for available-for-sale investments | 4,985 | 2,299 | 493 |
The cash flow hedging reserve includes (un)realized gains and losses on the effective portions of hedging instruments, net of tax. The amounts are recognized in the income statement at the moment of realization of the hedged position to offset the gain or loss from the hedged cash flow. No amounts have been released from equity to be included in the initial measurement of non-financial assets or liabilities.
Annual Report on Form 20-F 2012 | 249 |
30.5 Other reserves
Foreign currency translation reserve |
Net foreign investment hedging reserve |
Equity movements of associates |
Total | |||||||||||||
At January 1, 2012 |
(667 | ) | (243 | ) | (54 | ) | (964 | ) | ||||||||
Movement in foreign currency translation and net foreign investment hedging reserves |
(74 | ) | (41 | ) | (1 | ) | (116 | ) | ||||||||
Tax effect |
(8 | ) | 10 | 1 | 3 | |||||||||||
Equity movements of associates |
- | - | 22 | 22 | ||||||||||||
At December 31, 2012 | (749 | ) | (274 | ) | (32 | ) | (1,055 | ) | ||||||||
At January 1, 2011 |
(1,030 | ) | (277 | ) | (36 | ) | (1,343 | ) | ||||||||
Movement in foreign currency translation and net foreign investment hedging reserves |
364 | 45 | - | 409 | ||||||||||||
Tax effect |
(1 | ) | (11 | ) | - | (12 | ) | |||||||||
Equity movements of associates |
- | - | (18 | ) | (18 | ) | ||||||||||
At December 31, 2011 | (667 | ) | (243 | ) | (54 | ) | (964 | ) | ||||||||
At January 1, 2010 |
(2,211 | ) | (82 | ) | (11 | ) | (2,304 | ) | ||||||||
Movement in foreign currency translation and net foreign investment hedging reserves |
1,299 | (262 | ) | - | 1,037 | |||||||||||
Tax effect |
(118 | ) | 67 | - | (51 | ) | ||||||||||
Equity movements of associates |
- | - | (25 | ) | (25 | ) | ||||||||||
At December 31, 2010 | (1,030 | ) | (277 | ) | (36 | ) | (1,343 | ) |
The foreign currency translation reserve includes the currency results from investments in non-euro denominated subsidiaries. The amounts are released to the income statement upon the sale of the subsidiary.
The net foreign investment hedging reserve is made up of gains and losses on the effective portions of hedging instruments, net of tax. The amounts are recognized in the income statement at the moment of realization of the hedged position to offset the gain or loss from the net foreign investment.
The equity movements of associates reflect Aegons share of changes recognized directly in the associates equity.
31 Convertible core capital securities
2012 | 2011 | 2010 | ||||||||||
At January 1 |
- | 1,500 | 2,000 | |||||||||
Repurchases |
- | (1,500 | ) | (500 | ) | |||||||
At December 31 | - | - | 1,500 |
Aegon repurchased, 375 million convertible core capital securities, in two equal tranches on March 15, 2011 and June 15, 2011 respectively. The total payment to the Dutch State amounted to EUR 2,250 million of which EUR 1,500 million related to the repurchase of the convertible core capital securities and EUR 750 million related to the premium attached to this repurchase. With these transactions Aegon completed the repurchase of all EUR 3 billion convertible core capital securities issued to the Dutch State in 2008.
On August 30, 2010, Aegon repurchased 125 million of convertible core capital securities. The total payment to the Dutch government amounted to EUR 563 million and included a premium for repurchase amounting to EUR 52 million and accrued interest from May 25, 2010 of EUR 11 million.
250 | Notes to the consolidated financial statements of Aegon N.V. Note 32 |
On November 30, 2009, Aegon repurchased 250 million of convertible core capital securities. The total payment to the Dutch government amounted to EUR 1.15 billion. Under the terms of Aegons agreement with the Dutch government, the premium for repurchase amounted to EUR 108 million based on the volume weighted average share price of Aegon shares of EUR 4.8315 during the five trading days from November 23 until November 27. The amount repurchased includes accrued interest from May 22, 2009 of EUR 44 million.
Junior perpetual capital securities |
Perpetual cumulative subordinated bonds |
Share options and incentive plans 1) |
Non- cumulative subordinated notes |
Total | ||||||||||||||||
At January 1, 2012 |
4,192 | 453 | 75 | - | 4,720 | |||||||||||||||
Issuance of non-cumulative subordinated notes |
- | - | - | 271 | 271 | |||||||||||||||
Share options cost incurred |
- | - | 32 | - | 32 | |||||||||||||||
Share options forfeited |
- | - | (5 | ) | - | (5 | ) | |||||||||||||
At December 31, 2012 | 4,192 | 453 | 102 | 271 | 5,018 | |||||||||||||||
At January 1, 2011 |
4,192 | 453 | 59 | - | 4,704 | |||||||||||||||
Share options cost incurred |
- | - | 20 | - | 20 | |||||||||||||||
Share options forfeited |
- | - | (4 | ) | - | (4 | ) | |||||||||||||
At December 31, 2011 | 4,192 | 453 | 75 | - | 4,720 | |||||||||||||||
At January 1, 2010 |
4,192 | 453 | 64 | - | 4,709 | |||||||||||||||
Share options cost incurred |
- | - | 7 | - | 7 | |||||||||||||||
Share options forfeited |
- | - | (12 | ) | - | (12 | ) | |||||||||||||
At December 31, 2010 | 4,192 | 453 | 59 | - | 4,704 |
1 | Share options and incentive plans include the shares and options granted to personnel which are not yet vested |
Junior perpetual capital securities |
Coupon rate | Coupon date, as of | Year of next call |
2012 | 2011 | 2010 | ||||||||||||||||||
USD 500 million |
6.50% | Quarterly, December 15 | 2013 | 424 | 424 | 424 | ||||||||||||||||||
USD 250 million |
floating LIBOR rate 1) | Quarterly, December 15 | 2013 | 212 | 212 | 212 | ||||||||||||||||||
USD 550 million |
6.875% | Quarterly, September 15 | 2013 | 438 | 438 | 438 | ||||||||||||||||||
EUR 200 million |
6.0% | Annually, July 21 | 2013 | 200 | 200 | 200 | ||||||||||||||||||
USD 1,050 million |
7.25% | Quarterly, December 15 | 2013 | 745 | 745 | 745 | ||||||||||||||||||
EUR 950 million |
floating DSL rate 2) | Quarterly, July 15 | 2014 | 950 | 950 | 950 | ||||||||||||||||||
USD 500 million |
floating CMS rate 3) | Quarterly, July 15 | 2014 | 402 | 402 | 402 | ||||||||||||||||||
USD 1 billion |
6.375% | Quarterly, June 15 | 2015 | 821 | 821 | 821 | ||||||||||||||||||
At December 31 | 4,192 | 4,192 | 4,192 |
1 | The coupon of the USD 250 million junior perpetual capital securities is reset each quarter based on the then prevailing three-month LIBOR yield plus a spread of 87.5 basis points, with a minimum of 4%. |
2 | The coupon of the EUR 950 million junior perpetual capital securities is reset each quarter based on the then prevailing ten-year Dutch government bond yield plus a spread of ten basis points, with a maximum of 8%. |
3 | The coupon of the USD 500 million junior perpetual capital securities is reset each quarter based on the then prevailing ten-year US dollar interest rate swap yield plus a spread of ten basis points, with a maximum of 8.5%. |
The interest rate exposure on some of these securities has been swapped to a three-month LIBOR and/or EURIBOR based yield.
The securities have been issued at par. The securities have subordination provisions and rank junior to all other liabilities. The conditions of the securities contain certain provisions for optional and required coupon payment deferral and mandatory coupon payment events. Although the securities have no stated maturity, Aegon has the right to call the securities for redemption at par for the first time on the coupon date in the years as specified, or on any coupon payment date thereafter.
Annual Report on Form 20-F 2012 | 251 |
Perpetual cumulative subordinated bonds |
Coupon rate |
Coupon date |
Year of next call |
2012 | 2011 | 2010 | ||||||||||||||||||
EUR 114 million |
4.156% 1), 4) | 8-Jun | 2015 | 114 | 114 | 114 | ||||||||||||||||||
EUR 136 million |
5.185% 2), 4) | 14-Oct | 2018 | 136 | 136 | 136 | ||||||||||||||||||
EUR 203 million |
4.260% 3), 4) | 4-Mar | 2021 | 203 | 203 | 203 | ||||||||||||||||||
At December 31 | 453 | 453 | 453 |
1 | The coupon of the EUR 114 million bonds was originally set at 8% until June 8, 2005. Subsequently, the coupon has been reset at 4.156% until 2015. |
2 | The coupon of the EUR 136 million bonds was originally set at 7.25% until October 14, 2008. Subsequently, the coupon has been reset at 5.185% until October 14, 2018. |
3 | The coupon of the EUR 203 million bonds was originally set at 7.125% until March 4, 2011. Subsequently, the coupon has been reset at 4.26% until March 4, 2021. |
4 | If the bonds are not called on the respective call dates, the coupons will be reset at the then prevailing effective yield of ten-year Dutch government securities plus a spread of 85 basis points. |
The bonds have the same subordination provisions as dated subordinated debt. In addition, the conditions of the bonds contain provisions for interest deferral and for the availability of principal amounts to meet losses.
Although the bonds have no stated maturity, Aegon has the right to call the bonds for redemption at par for the first time on the coupon date in the year of next call.
Non-cumulative subordinated notes | Coupon rate | Coupon date | Year of next call |
2012 | 2011 | 2010 | ||||||||||||||||||
USD 525 million |
8% |
|
Quarterly, February 15 |
|
2017 | 271 | - | - | ||||||||||||||||
At December 31 | 271 | - | - |
On February 7, 2012, Aegon issued USD 525 million in aggregate principal amount of 8.00% non-cumulative subordinated notes, due 2042, in an underwritten public offering in the United States registered with the U.S. Securities and Exchange Commission. The subordinated notes bear interest at a fixed rate of 8.00% and have been priced at 100% of their principal amount. Any cancelled interest payments will not be cumulative.
The securities are subordinated and rank senior to the junior perpetual capital securities, equally with the perpetual cumulative subordinated bonds and junior to all other liabilities. The conditions of the securities contain certain provisions for optional and required cancellation of interest payments. The securities have a stated maturity of 30 years, however Aegon has the right to call the securities for redemption at par for the first time on the first coupon date in 2017, or on any coupon payment date thereafter.
The interest cash flows on substantially all of these securities has been swapped to an EURIBOR based interest rate.
These notes are recognized as a compound instrument due to the nature of this financial instrument. Compound instruments are separated into an equity component and a liability component. At December 31, 2012 the equity component amount to EUR 271 million, subordinated borrowings amounts to EUR 42 million and a deferred tax liability amounting to EUR 89 million.
Refer to note 34 for details of the component classified as subordinated borrowings.
33 Trust pass-through securities
Coupon rate |
Coupon rate |
Year of issue |
Year of maturity |
Year of next call |
2012 | 2011 | ||||||||||||||||||||||
USD 18 million 1) |
Floating | Quarterly, July 23 | 2004 | 2034 | 2013 | 15 | 15 | |||||||||||||||||||||
USD 225 million 2) |
7.65% | |
Semi-annually, December 1 |
|
1996 | 2026 | n.a. | 102 | 106 | |||||||||||||||||||
USD 190 million 2) |
7.625% | |
Semi-annually, November 15 |
|
1997 | 2037 | n.a. | 38 | 38 | |||||||||||||||||||
At December 31 | 155 | 159 |
1 | Issued by a subsidiary of Aegon N.V. |
2 | Issued by a subsidiary of, and guaranteed by Aegon N.V. |
252 | Notes to the consolidated financial statements of Aegon N.V. Note 34 |
Trust pass-through securities are securities through which the holders participate in a trust. The assets of these trusts consist of junior subordinated deferrable interest debentures issued by Transamerica Corporation and Clark Consulting Inc. The trust pass-through securities carry provisions with regard to deferral of distributions for extension periods up to a maximum of ten consecutive semi-annual periods. The trust pass-through securities are subordinated to all other unsubordinated borrowings and liabilities.
There were no defaults or breaches of conditions during the period.
The fair value of these loans amounts to EUR 129 million (2011: EUR 114 million).
Subordinated borrowings are subordinated to all other unsubordinated borrowings and liabilities. There have been no defaults or breaches of conditions during the period. The fair value of these loans amounts to EUR 94 million at December 31, 2012 (2011: EUR 18 million).
Subordinated borrowings include a liability of EUR 42 million relating to the non-cumulative subordinated notes issued on February 7, 2012. The liability component of the non-cumulative subordinated notes is related to the redemption amount. For further information on the non-cumulative subordinated notes and its subordination refer to note 32.
2012 | 2011 | |||||||
Life insurance |
94,862 | 94,905 | ||||||
Non-life insurance |
||||||||
- Unearned premiums and unexpired risks |
4,095 | 3,687 | ||||||
- Outstanding claims |
1,978 | 1,802 | ||||||
- Incurred but not reported claims |
678 | 718 | ||||||
Incoming reinsurance |
3,596 | 3,862 | ||||||
At December 31 | 105,209 | 104,974 | ||||||
2012 | 2011 | |||||||
Non-life insurance: |
||||||||
- Accident and health insurance |
6,102 | 5,565 | ||||||
- General insurance |
649 | 642 | ||||||
Total non-life insurance | 6,751 | 6,207 | ||||||
Movements during the year in life insurance: | 2012 | 2011 | ||||||
At January 1 |
94,905 | 91,229 | ||||||
Acquisitions though business combinations |
20 | 492 | ||||||
Disposal of a business |
(297 | ) | (127 | ) | ||||
Portfolio transfers and acquisitions |
53 | 161 | ||||||
Gross premium and deposits - existing and new business |
6,713 | 6,008 | ||||||
Unwind of discount / interest credited |
4,019 | 3,654 | ||||||
Insurance liabilities released |
(11,161 | ) | (10,157 | ) | ||||
Changes in valuation of expected future benefits |
348 | 1,793 | ||||||
Loss recognized as a result of liability adequacy testing |
1 | 2 | ||||||
Shadow accounting adjustments |
402 | 420 | ||||||
Net exchange differences |
(521 | ) | 1,915 | |||||
Transfer to insurance contracts for account of policyholders |
277 | (569 | ) | |||||
Other |
103 | 84 | ||||||
At December 31 | 94,862 | 94,905 |
Annual Report on Form 20-F 2012 | 253 |
Movements during the year in non-life insurance: | 2012 | 2011 | ||||||
At January 1 |
6,207 | 5,674 | ||||||
Gross premiums - existing and new business |
2,348 | 2,198 | ||||||
Unwind of discount / interest credited |
251 | 217 | ||||||
Insurance liabilities released |
(1,144) | (1,042) | ||||||
Changes in valuation of expected future claims |
24 | (7) | ||||||
Change in unearned premiums |
(1,229) | (1,129) | ||||||
Change in unexpired risks |
(5) | (4) | ||||||
Incurred related to current year |
730 | 652 | ||||||
Incurred related to prior years |
338 | 265 | ||||||
Release for claims settled current year |
(296) | (292) | ||||||
Release for claims settled prior years |
(658) | (640) | ||||||
Shadow accounting adjustments |
135 | 170 | ||||||
Loss recognized as a result of liability adequacy testing |
170 | - | ||||||
Change in IBNR |
(41) | 7 | ||||||
Net exchange differences |
(79) | 138 | ||||||
At December 31 | 6,751 | 6,207 |
Movements during the year in incoming reinsurance: | 2012 | 2011 | ||||||
At January 1 |
3,862 | 3,375 | ||||||
Gross premium and deposits - existing and new business |
1,816 | 1,702 | ||||||
Disposal of a business |
- | (1,120) | ||||||
Unwind of discount / interest credited |
272 | 229 | ||||||
Insurance liabilities released |
(2,229) | (549) | ||||||
Changes in valuation of expected future benefits |
(28) | 45 | ||||||
Net exchange differences |
(54) | 125 | ||||||
Other |
(43) | 55 | ||||||
At December 31 | 3,596 | 3,862 |
36 Insurance contracts for account of policyholders
Insurance contracts for account of policyholders | 2012 | 2011 | ||||||
At January 1 |
73,425 | 77,650 | ||||||
Acquisitions through business combinations |
29 | 72 | ||||||
Disposal of a business |
(403) | (6,144) | ||||||
Portfolio transfers and acquisitions |
(67) | (114) | ||||||
Gross premium and deposits - existing and new business |
6,901 | 6,882 | ||||||
Unwind of discount / interest credited |
7,295 | 575 | ||||||
Insurance liabilities released |
(8,642) | (5,967) | ||||||
Fund charges released |
(916) | (1,186) | ||||||
Changes in valuation of expected future benefits |
53 | (31) | ||||||
Transfer to/from insurance contracts |
(277) | 569 | ||||||
Net exchange differences |
(535) | 1,109 | ||||||
Other |
9 | 10 | ||||||
At December 31 | 76,872 | 73,425 |
254 | Notes to the consolidated financial statements of Aegon N.V. Note 37 |
2012 | 2011 | |||||||
Investment contracts | 17,768 | 20,847 |
Without discretionary participation features |
With discretionary participation features |
Total | ||||||||||
At January 1, 2012 |
20,128 | 719 | 20,847 | |||||||||
Portfolio transfers and acquisitions |
(17) | - | (17) | |||||||||
Deposits |
2,299 | - | 2,299 | |||||||||
Withdrawals |
(5,619) | - | (5,619) | |||||||||
Investment contracts liabilities released |
- | (68) | (68) | |||||||||
Interest credited |
443 | - | 443 | |||||||||
Fund charges released |
(9) | - | (9) | |||||||||
Movements related to fair value hedges |
(72) | - | (72) | |||||||||
Net exchange differences |
(165) | 21 | (144) | |||||||||
Other |
108 | - | 108 | |||||||||
At December 31, 2012 | 17,096 | 672 | 17,768 | |||||||||
At January 1, 2011 |
22,558 | 679 | 23,237 | |||||||||
Portfolio transfers and acquisitions |
39 | - | 39 | |||||||||
Deposits |
2,749 | - | 2,749 | |||||||||
Withdrawals |
(6,239) | - | (6,239) | |||||||||
Investment contracts liabilities released |
- | 18 | 18 | |||||||||
Interest credited |
517 | - | 517 | |||||||||
Fund charges released |
(8) | - | (8) | |||||||||
Movements related to fair value hedges |
49 | - | 49 | |||||||||
Net exchange differences |
308 | 22 | 330 | |||||||||
Other |
155 | - | 155 | |||||||||
At December 31, 2011 | 20,128 | 719 | 20,847 |
2012 | 2011 | |||||||
Fair value of investment contracts without discretionary participation features | 17,465 | 20,494 | ||||||
Investment contracts consist of the following: | 2012 | 2011 | ||||||
Institutional guaranteed products |
6,073 | 8,103 | ||||||
Fixed annuities |
5,979 | 6,044 | ||||||
Savings accounts |
4,386 | 5,255 | ||||||
Investment contracts with discretionary participation features |
672 | 719 | ||||||
Other |
658 | 726 | ||||||
At December 31 | 17,768 | 20,847 |
Annual Report on Form 20-F 2012 | 255 |
38 Investment contracts for account of policyholders
2012 | 2011 | |||||||
Investment contracts for account of policyholders 1) |
78,418 | 71,433 |
1 | Refer to note 48 for a summary of all financial assets and financial liabilities at fair value through profit or loss. |
Without discretionary participation features |
With discretionary participation features |
Total | ||||||||||
At January 1, 2012 |
26,687 | 44,746 | 71,433 | |||||||||
Gross premium and deposits - existing and new business |
5,541 | 5,307 | 10,848 | |||||||||
Withdrawals |
(5,300) | - | (5,300) | |||||||||
Interest credited |
2,613 | 3,627 | 6,240 | |||||||||
Investment contracts liabilities released |
- | (5,782) | (5,782) | |||||||||
Fund charges released |
(169) | - | (169) | |||||||||
Net exchange differences |
(99) | 1,332 | 1,233 | |||||||||
Other |
(85) | - | (85) | |||||||||
At December 31, 2012 | 29,188 | 49,230 | 78,418 | |||||||||
At January 1, 2011 |
25,603 | 43,924 | 69,527 | |||||||||
Gross premium and deposits - existing and new business |
7,076 | 5,750 | 12,826 | |||||||||
Withdrawals |
(6,239) | - | (6,239) | |||||||||
Disposal of a business |
- | (573) | (573) | |||||||||
Interest credited |
(316) | (639) | (955) | |||||||||
Investment contracts liabilities released |
- | (5,039) | (5,039) | |||||||||
Fund charges released |
(148) | - | (148) | |||||||||
Net exchange differences |
865 | 1,323 | 2,188 | |||||||||
Other |
(154) | - | (154) | |||||||||
At December 31, 2011 | 26,687 | 44,746 | 71,433 |
2012 | 2011 | |||||||
Debentures and other loans |
12,235 | 9,199 | ||||||
Commercial paper |
413 | 646 | ||||||
Bank overdrafts |
93 | 278 | ||||||
Short-term deposits |
17 | 18 | ||||||
At December 31 | 12,758 | 10,141 | ||||||
Current |
1,398 | 2,343 | ||||||
Non-current |
11,360 | 7,798 | ||||||
Total fair value of borrowings |
13,528 | 10,250 |
During 2012, residential mortgage backed securities (RMBSs) were issued under the Dutch SAECURE program for a total amount of EUR 2,050 million. Also, EUR 1,500 million was borrowed from the European Central Bank (ECB), under its Long Term Refinancing Operation (LTRO) program. The net proceeds of these borrowings were used to finance a part of the Dutch mortgage portfolio of Aegon The Netherlands.
Bank overdrafts are largely part of cash pool agreements with banks and matched by cash balances. IFRS does not permit net presentation of these cash balances and bank overdrafts under the current agreements with these banks.
256 | Notes to the consolidated financial statements of Aegon N.V. Note 39 |
A detailed composition of the debentures and other loans is included in the following table:
Debentures and other loans
Coupon rate | Coupon date | Issue / Maturity | 2012 | 2011 | ||||||||||||||||
USD 200 million Zero Coupon Bonds 1) |
- | - | 1982 / 12 | - | 142 | |||||||||||||||
EUR 1.0 billion Senior Notes |
7.00% | April 29 | 2009 / 12 | - | 999 | |||||||||||||||
USD 750 million Senior Notes |
4.75% | Semi-annually | 2003 / 13 | 569 | 578 | |||||||||||||||
Revolving Loan Facility Warehouse Mortgage Loans 2) |
Floating | Monthly | 2011 / 13 | 249 | 35 | |||||||||||||||
EUR 500 million Medium-Term Notes 11) |
4.125% | December 8 | 2004 / 14 | 532 | 516 | |||||||||||||||
USD 500 million Senior Unsecured Notes |
4.625% | Semi-annually | 2009 / 15 | 378 | 384 | |||||||||||||||
EUR 1,018 million SAECURE 7 RMBS Note 2), 4) |
Floating | Quarterly | 2010 / 15 | 914 | 951 | |||||||||||||||
GBP 35 million Note issue agreement 2), 5), 6) |
Floating | Quarterly | 2010 / 15 | 25 | 33 | |||||||||||||||
EUR 80 million Mortgage loan 3) |
Floating | Quarterly | 2010 / 15 | 80 | 80 | |||||||||||||||
EUR 212 / USD 600 SAECURE 11 RMBS Note 2), 8) |
Floating | Quarterly | 2012 / 15 | 649 | - | |||||||||||||||
EUR 1,500 million ECB LTRO 2) |
Floating | At Maturity | 2012 / 15 | 1,500 | - | |||||||||||||||
EUR 1,500 million SAECURE 10 RMBS Note 2), 7) |
Floating | Quarterly | 2011 / 16 | 1,378 | 1,448 | |||||||||||||||
EUR 842 million SAECURE 9 RMBS Note 2), 9) |
Floating | Quarterly | 2010 / 16 | 735 | 778 | |||||||||||||||
EUR 1,365 million SAECURE 12 RMBS Note 2), 10) |
Floating | Quarterly | 2012 / 17 | 1,365 | - | |||||||||||||||
EUR 160 million Mortgage loan 3) |
Floating | Quarterly | 2011 / 17 | 159 | 154 | |||||||||||||||
EUR 500 million Unsecured Notes |
3% | July 18 | 2012 / 17 | 498 | - | |||||||||||||||
EUR 75 million Medium-Term Notes 1), 11) |
4.625% | December 9 | 2004 / 19 | 82 | 75 | |||||||||||||||
USD 500 million Senior Notes 1), 11) |
5.75% | Semi-annually | 2005 / 20 | 436 | 419 | |||||||||||||||
USD 305 million Note issue agreement 2) |
5.54% / 8.88% | Quarterly | 2002 / 22 | 78 | 94 | |||||||||||||||
GBP 250 million Note issue agreement 2), 5), 6) |
Floating | April 21 | 2008 / 23 | 92 | 156 | |||||||||||||||
USD 292 million Senior Secured Note2) |
Floating | Quarterly | 2012 / 23 | 216 | - | |||||||||||||||
GBP 250 million Medium-Term Notes |
6.125% | December 15 | 1999 / 31 | 305 | 296 | |||||||||||||||
USD 1.54 billion Variable Funding Surplus Note 1), 5) |
Floating | Quarterly | 2006 / 36 | 1,091 | 1,034 | |||||||||||||||
USD 1.5 billion Variable Funding Surplus Note 1), 5) |
Floating | Quarterly | 2007 / 37 | - | 126 | |||||||||||||||
USD 550 million Floating Rate Guaranteed Note 2), 5) |
Floating | Quarterly | 2007 / 37 | 360 | 366 | |||||||||||||||
GBP 400 million Senior Unsecured Notes |
6.625% | Semi-annually | 2009 / 39 | 486 | 471 | |||||||||||||||
Other |
58 | 64 | ||||||||||||||||||
At December 31 | 12,235 | 9,199 |
1 | Issued by subsidiaries of, and guaranteed by Aegon N.V. |
2 | Issued by a subsidiary of Aegon N.V. |
3 | Issued by a joint venture of Aegon Nederland N.V. |
4 | The first optional redemption date is August 2015; the legal maturity date is August 2093. Notes are fully collateralized by mortgage loans which are part of Aegons general account investment. |
5 | Outstanding amounts can vary up to the maximum stated nominal amount. |
6 | Private Value-in-Force (ViF) securitization by Aegon UK to monetize a portion of future profits associated with an existing book of unit-linked business. |
7 | The first optional redemption date is February 2016; the legal maturity date is February 2094. Notes are fully collateralized by mortgage loans which are part of Aegons general account investment. |
8 | The first optional redemption date is July 2015; the legal maturity date is July 2092. Notes are fully collateralized by mortgage loans which are part of Aegons general account investment. |
9 | The first optional redemption date is March 2016; the legal maturity date is September 2092. Notes are fully collateralized by mortgage loans which are part of Aegons general account investment. |
10 | The first optional redemption date is October 2017; the legal maturity date is July 2092. Notes are fully collateralized by mortgage loans which are part of Aegons general account investment. |
11 | Measured at fair value. |
Included in debentures and other loans is EUR 1,050 million (2011: EUR 1,010 million) relating to borrowings measured at fair value. For the year 2012, Aegons credit spread had a negative impact of EUR 48 million on income before tax (2011: positive impact of EUR 30 million) and a negative impact of EUR 34 million on shareholders equity (2011: positive impact of EUR 21 million). The cumulative positive impact of Aegons credit spread, based on observable market data, on income before tax amounted to EUR 24 million (2011: EUR 72 million).
The difference between the contractually required payment at maturity date and the carrying amount of the borrowings amount to EUR 67 million (2011: EUR 16 million).
Annual Report on Form 20-F 2012 | 257 |
Of the debentures and other loans EUR 531 million is pledged as collateral (2011: EUR 556 million).
Undrawn committed borrowing facilities: | 2012 | 2011 | ||||||
Floating-rate |
||||||||
- Expiring within one year |
1,248 | 2,638 | ||||||
- Expiring beyond one year |
2,020 | 985 | ||||||
At December 31 | 3,268 | 3,623 |
There were no defaults or breaches of conditions during the period.
2012 | 2011 | |||||||
At January 1 |
444 | 357 | ||||||
Additional provisions |
98 | 280 | ||||||
Unused amounts reversed through the income statement |
(60) | (41) | ||||||
Unwinding of discount and change in discount rate |
7 | 8 | ||||||
Used during the year |
(116) | (158) | ||||||
Net exchange differences |
2 | (2) | ||||||
Other |
(44) | - | ||||||
At December 31 | 331 | 444 | ||||||
Current |
130 | 203 | ||||||
Non-current |
201 | 241 |
The provisions mainly consist of provisions for contingent consideration relating to business combinations (earn out) of EUR 187 million (2011: EUR 196 million), restructuring provision of EUR 56 million (2011: EUR 135 million), provision for unearned commission of EUR 33 million (2011: EUR 38 million) and litigation provisions of EUR 10 million (2011: EUR 19 million).
In 2012, Other reflects the release of earn out provisions which were directly deducted from goodwill.
Main uncertainties relate to the contingent consideration relating to business combinations. These earn out payments will be payable if specific targets, as set out in the purchase agreements, are met in the future. The expected timing of resulting outflows vary between 2014 and 2017.
2012 | 2011 | |||||||
Retirement benefit plans |
1,798 | 1,634 | ||||||
Other post-employment benefit plans |
223 | 247 | ||||||
Total defined benefit plans | 2,021 | 1,881 | ||||||
Retirement benefit plans in deficit |
201 | 303 | ||||||
Retirement benefit plans in surplus |
- | - | ||||||
Total defined benefit assets | 201 | 303 | ||||||
Retirement benefit plans in deficit |
1,999 | 1,937 | ||||||
Other post-employment benefit plans in deficit |
223 | 247 | ||||||
Total defined benefit liabilities | 2,222 | 2,184 |
258 | Notes to the consolidated financial statements of Aegon N.V. Note 41 |
2012 | 2011 | |||||||||||||||||||||||||||
Retirement benefit plans |
Other post- employment benefit plans |
Total | Retirement benefit plans |
Other post- employment benefit plans |
Total | |||||||||||||||||||||||
At January 1 |
1,634 | 247 | 1,881 | 1,566 | 234 | 1,800 | ||||||||||||||||||||||
Defined benefit expenses |
300 | (7) | 293 | 174 | 21 | 195 | ||||||||||||||||||||||
Contributions paid |
(37) | - | (37) | (33) | - | (33) | ||||||||||||||||||||||
Benefits paid |
(99) | (16) | (115) | (91) | (16) | (107) | ||||||||||||||||||||||
Net exchange differences |
2 | (2) | - | (1) | 6 | 5 | ||||||||||||||||||||||
Other |
(2) | 1 | (1) | 19 | 2 | 21 | ||||||||||||||||||||||
At December 31 | 1,798 | 223 | 2,021 | 1,634 | 247 | 1,881 | ||||||||||||||||||||||
The amounts recognized in the statement of financial position are determined as follows: | ||||||||||||||||||||||||||||
Retirement benefit plans | 2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||||||||||
Present value of wholly or partly funded obligations |
|
3,617 | 3,309 | 2,925 | 2,545 | 2,144 | ||||||||||||||||||||||
Fair value of plan assets |
(2,747) | (2,543) | (2,507) | (2,092) | (1,786) | |||||||||||||||||||||||
870 | 766 | 418 | 453 | 358 | ||||||||||||||||||||||||
Present value of wholly unfunded obligations1) |
|
2,412 | 2,272 | 1,952 | 1,831 | 1,644 | ||||||||||||||||||||||
Unrecognized actuarial gains / (losses) |
(1,484) | (1,404) | (804) | (751) | (586) | |||||||||||||||||||||||
Unrecognized past service cost |
- | - | - | - | - | |||||||||||||||||||||||
At December 31 | 1,798 | 1,634 | 1,566 | 1,533 | 1,416 | |||||||||||||||||||||||
Other post-employment benefit plans | 2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||||||||||
Present value of wholly or partly funded obligations |
|
- | 3 | 3 | 3 | 4 | ||||||||||||||||||||||
Fair value of plan assets |
- | - | - | - | - | |||||||||||||||||||||||
- | 3 | 3 | 3 | 4 | ||||||||||||||||||||||||
Present value of wholly unfunded obligations |
248 | 271 | 256 | 224 | 231 | |||||||||||||||||||||||
Unrecognized actuarial gains / (losses) |
(31) | (27) | (25) | (12) | (19) | |||||||||||||||||||||||
Unrecognized past service cost |
6 | - | - | - | - | |||||||||||||||||||||||
At December 31 | 223 | 247 | 234 | 215 | 216 | |||||||||||||||||||||||
Defined benefit plans | 2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||||||||||
Present value of wholly or partly funded obligations |
|
3,617 | 3,312 | 2,928 | 2,548 | 2,148 | ||||||||||||||||||||||
Fair value of plan assets |
(2,747) | (2,543) | (2,507) | (2,092) | (1,786) | |||||||||||||||||||||||
870 | 769 | 421 | 456 | 362 | ||||||||||||||||||||||||
Present value of wholly unfunded obligations 1) |
|
2,660 | 2,543 | 2,208 | 2,055 | 1,875 | ||||||||||||||||||||||
Unrecognized actuarial gains / (losses) |
(1,515) | (1,431) | (829) | (763) | (605) | |||||||||||||||||||||||
Unrecognized past service cost |
6 | - | - | - | - | |||||||||||||||||||||||
At December 31 | 2,021 | 1,881 | 1,800 | 1,748 | 1,632 |
1 | Assets held by Aegon The Netherlands backing retirement benefits of EUR 2,280 million (2011: EUR 2,039 million) do not meet the definition of plan assets and as such were not deducted in calculating this amount. Instead, these assets are recognized as general account assets. Consequently, the return on these assets also does not form part of the calculation of defined benefit expenses. |
The fair value of Aegons own financial instruments included in plan assets and the fair value of other assets used by Aegon included in planned assets was nil in both 2012 and 2011.
Annual Report on Form 20-F 2012 | 259 |
The amounts recognized in the income statement are as follows:
2012 | 2011 | |||||||||||||||||||||||||
Defined benefit expenses |
Retirement benefit plans |
Other post- employment benefit plans |
Total | Retirement benefit plans |
Other post- employment benefit plans |
Total | ||||||||||||||||||||
Current year service costs |
91 | 9 | 100 | 87 | 8 | 95 | ||||||||||||||||||||
Interest cost |
258 | 11 | 269 | 253 | 12 | 265 | ||||||||||||||||||||
Expected return on plan assets |
(159) | - | (159) | (160) | - | (160) | ||||||||||||||||||||
Actuarial (gains) / losses recognized |
106 | - | 106 | 47 | - | 47 | ||||||||||||||||||||
(Gains) / losses on curtailment |
- | - | - | (56) | - | (56) | ||||||||||||||||||||
Past service cost |
4 | (26) | (22) | 3 | 1 | 4 | ||||||||||||||||||||
Other |
- | - | - | - | - | - | ||||||||||||||||||||
Total defined benefit expenses | 300 | (6) | 294 | 174 | 21 | 195 | ||||||||||||||||||||
2010 | ||||||||||||||||||||||||||
Retirement benefit plans |
Other post- employment benefit plans |
Total | ||||||||||||||||||||||||
Current year service costs |
93 | 6 | 99 | |||||||||||||||||||||||
Interest cost |
259 | 13 | 272 | |||||||||||||||||||||||
Expected return on plan assets |
(162) | - | (162) | |||||||||||||||||||||||
Actuarial (gains) / losses recognized |
51 | - | 51 | |||||||||||||||||||||||
(Gains) / losses on curtailment |
(29) | - | (29) | |||||||||||||||||||||||
Past service cost |
1 | 2 | 3 | |||||||||||||||||||||||
Other |
(3) | - | (3) | |||||||||||||||||||||||
Total defined benefit expenses | 210 | 21 | 231 | |||||||||||||||||||||||
Defined benefit expenses are included in Commissions and expenses in the income statement. | ||||||||||||||||||||||||||
2012 | 2011 | |||||||||||||||||||||||||
Retirement benefit plans |
Other post- employment benefit plans |
Total | Retirement benefit plans |
Other post- employment benefit plans |
Total | |||||||||||||||||||||
Actual return on plan assets and reimbursement rights | 305 | - | 305 | 50 | - | 50 | ||||||||||||||||||||
Movements during the year of the present value of the defined benefit obligations | 2012 | 2011 | ||||||||||||||||||||||||
At January 1 |
5,855 | 5,136 | ||||||||||||||||||||||||
Current year service costs |
100 | 95 | ||||||||||||||||||||||||
Interest cost |
269 | 265 | ||||||||||||||||||||||||
Contributions by plan participants |
11 | 12 | ||||||||||||||||||||||||
Actuarial (gains)/losses |
338 | 511 | ||||||||||||||||||||||||
Benefits paid |
(260) | (235) | ||||||||||||||||||||||||
Settlements and curtailments |
- | (69) | ||||||||||||||||||||||||
Past service cost |
(22) | 4 | ||||||||||||||||||||||||
Net exchange differences |
(14) | 119 | ||||||||||||||||||||||||
Other |
- | 17 | ||||||||||||||||||||||||
At December 31 | 6,277 | 5,855 |
260 | Notes to the consolidated financial statements of Aegon N.V. Note 41 |
Movements during the year in plan assets for retirement benefit plans | 2012 | 2011 | ||||||
At January 1 |
2,543 | 2,507 | ||||||
Expected return on plan assets |
159 | 160 | ||||||
Actuarial gains/(losses) |
146 | (110) | ||||||
Contributions by employer |
48 | 44 | ||||||
Benefits paid |
(145) | (128) | ||||||
Net exchange differences |
(4) | 70 | ||||||
At December 31 | 2,747 | 2,543 | ||||||
Breakdown of plan assets for retirement benefit plans | 2012 | 2011 | ||||||
Equity instruments |
1,433 | 1,335 | ||||||
Debt instruments |
1,085 | 1,004 | ||||||
Other |
229 | 204 | ||||||
At December 31 | 2,747 | 2,543 |
All other post-employment benefit plans are unfunded.
Sensitivity of assumed medical cost trend rates
Assumed medical cost trend rates have an effect on the amounts reported for the health care plans. A one-percentage change in assumed medical cost trend rates would have the following effects:
2012 | 2011 | |||||||||||||||||||
1% | (1%) | 1% | (1%) | |||||||||||||||||
Aggregate of current service cost and interest cost components of net periodic post-employment medical costs | 2 | (1) | 2 | (1) | ||||||||||||||||
Accumulated post-employment benefit obligation for medical cost |
16 | (15) | 18 | (17) | ||||||||||||||||
Experience adjustments arising on | 2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||
Plan liabilities |
8 | 14 | 59 | (11) | (3) | |||||||||||||||
Plan assets |
146 | (110) | 175 | 241 | (882) |
An experience adjustment on plan liabilities is the difference between the actuarial assumptions underlying the scheme and the actual experience during the period. This excludes the effect of changes in the actuarial assumptions that would also qualify as actuarial gains and losses. Experience adjustments on plan assets are the difference between expected and actual return on assets.
Best estimate of contributions expected for the next annual period | 90 |
Estimated future benefits | Pension benefits |
Other benefits |
Total | |||||||||
2013 |
264 | 15 | 279 | |||||||||
2014 |
269 | 17 | 286 | |||||||||
2015 |
273 | 17 | 290 | |||||||||
2016 |
279 | 17 | 296 | |||||||||
2017 |
284 | 18 | 302 | |||||||||
2018-2022 |
1,487 | 100 | 1,587 |
Defined benefit plans are mainly operated by Aegon USA, Aegon The Netherlands and Aegon UK. The following sections contain a general description of the plans in each of these subsidiaries, a summary of the principal actuarial assumptions applied in determining the value of defined benefit plans and a description of the basis used to determine the overall expected rate of return on plan assets.
Annual Report on Form 20-F 2012 | 261 |
Aegon USA
Aegon USA has defined benefit plans covering substantially all its employees that are qualified under the Internal Revenue Service Code. The benefits are based on years of service and the employees eligible annual compensation. The defined benefit plans were unfunded by EUR 611million at December 31, 2012 (2011: EUR 524 million unfunded).
Aegon USA also sponsors supplemental retirement plans to provide senior management with benefits in excess of normal pension benefits. These plans are unfunded and non-qualified under the Internal Revenue Service Code. The unfunded amount related to these plans, for which a liability has been recorded, is EUR 208 million (2011: EUR 208 million).
2012 | 2011 | |||||||
Assumptions used to determine benefit obligations at year-end |
||||||||
Discount rate |
4.00% | 4.50% | ||||||
Rate of increase in compensation levels |
3.91% | 3.91% | ||||||
Assumptions used to determine net periodic benefit cost for the year ended December 31 |
||||||||
Discount rate |
4.50% | 5.25% | ||||||
Rates of increase in compensation levels |
3.91% | 4.59% | ||||||
Expected long-term rate of return on assets |
7.05% | 7.05% |
The expected return on plan assets is set at the long-term rate expected to be earned based on the long-term investment strategy and the various classes of the invested funds. For each asset class, a long-term asset return assumption is developed taking into account the long-term level of risk of the asset and historical returns of the asset class. A weighted average expected long-term rate was developed based on long-term returns for each asset class and the target asset allocation of the plan.
Aegon USA provides health care benefits to retired employees, which are predominantly unfunded. The post-retirement health benefit liability amounts to EUR 175 million (2011: EUR 197 million).
The principal actuarial assumptions that apply for the year ended December 31 are as follows:
2012 | 2011 | |||||||
Assumed health care trend rates |
||||||||
Health care cost trend rate assumed for next year |
7.25% | 7.25% | ||||||
Rate that the cost trend rate gradually declines to |
5.00% | 5.00% | ||||||
Year that the rate reaches the rate that it is assumed to remain at |
2020 | 2020 | ||||||
Target allocation of plan assets for retirement benefit plans for the next annual period is |
||||||||
Equity instruments |
53 - 73% | 53 - 73% | ||||||
Debt instruments |
15 - 35% | 15 - 35% | ||||||
Other |
0 - 15% | 0 - 15% |
The overall goal of the plans is to maximize total investment returns to provide sufficient funding for the present and anticipated future benefit obligations within the constraints of a prudent level of portfolio risk and diversification. Aegon believes that the asset allocation is an important factor in determining the long-term performance of the plans. From time to time the actual asset allocation may deviate from the desired asset allocation ranges due to different market performance among the various asset categories. If it is determined that rebalancing is required, future additions and withdrawals will be used to bring the allocation to the desired level.
Pension plan contributions were not required for Aegon USA in 2012 or 2011.
Aegon The Netherlands
Aegon The Netherlands has a number of defined benefit plans and a small defined contribution plan. The contributions to the retirement benefit plan of Aegon The Netherlands are paid by both the employees and the employer, with the employer contribution being variable. The benefits covered are retirement benefits, disability, death and survivor pension and are based on an average salary system. Employees earning more than EUR 45,978 per year (as at January 1, 2012) have an option to contribute to a defined contribution plan for the excess salary. However, the cost for the company remains the same. The defined benefit plans were unfunded by EUR 2,191 million at December 31, 2012 (2011: EUR 2,050 million). Assets held by Aegon The Netherlands for retirement
262 | Notes to the consolidated financial statements of Aegon N.V. Note 41 |
benefits do not meet the definition of plan assets and as such were not deducted in calculating this amount. Instead, these assets are recognized as general account assets. Consequently, the return on these assets do not form part of the calculation of defined benefit expenses.
Aegon The Netherlands also has a post-retirement medical plan that contributes to the health care coverage of employees and beneficiaries after retirement. The liability related to this plan amounted to EUR 44 million at December 31, 2012 (2011: EUR 46 million).
2012 | 2011 | |||||||
Assumptions used to determine benefit obligations at year-end |
||||||||
Discount rate |
3.60% | 4.60% | ||||||
Salary increase rate |
2.25% | 2.50% | ||||||
Social security increase rate |
2.25% | 2.00% | ||||||
Pension increase rate |
0.88% | 2.00% |
2012 | 2011 | |||||||
Assumptions used to determine net periodic benefit cost for the year ended December 31 |
||||||||
Discount rate |
4.60% | 5.25% | ||||||
Salary increase rate |
2.50% | 2.50% | ||||||
Social security increase rate |
2.00% | 2.50% | ||||||
Pension increase rate |
2.00% | 2.00% | ||||||
Health care cost trend rate assumed for next year |
2.00% | 2.00% | ||||||
Rate that the cost trend rate gradually declines to |
2.00% | 2.00% | ||||||
Year that the rate reaches the rate it is assumed to remain at |
N.A. | N.A. |
Aegon UK
Aegon UK operates a defined benefit pension scheme providing benefits for staff based on final pensionable salary. The assets of the scheme are held under trust separately from those of the Group. The assets of the scheme are held in policies affected with Scottish Equitable plc. In 2011, the scheme was closed to future accrual with effect from March 31, 2013. This resulted in a curtailment gain of EUR 56 million. The remaining unrecognized actuarial losses amount to EUR 200 million (2011: EUR 177 million). Under IAS 19, the defined benefit plan has a deficit of EUR 256 million at December 31, 2012 (2011: EUR 242 million).
For each asset class, a long-term return assumption is derived taking into account market conditions, historical returns (both absolute returns and returns relative to other asset classes) and general forecasts for future returns. Government bonds are taken as providing the return with the least risk. The expected long-term rate of return is calculated as a weighted average of these assumed rates, taking account of the long-term strategic allocation of funds across the different classes adopted by the trustees of the scheme.
2012 | 2011 | |||||||
Assumptions used to determine benefit obligations at year-end |
||||||||
Discount rate |
4.60% | 4.70% | ||||||
Salary increase rate |
2.00% | 2.00-4.00% | ||||||
Pension increase rate |
2.20-3.00% | 2.20-3.00% | ||||||
Price inflation |
3.00% | 2.20-3.00% | ||||||
Expected long-term return on assets |
4.90% | 4.75% |
Annual Report on Form 20-F 2012 | 263 |
2012 | 2011 | |||||||
Assumptions used to determine net periodic benefit cost for the year ended December 31 |
||||||||
Discount rate |
4.70% | 5.40% | ||||||
Salary increase rate |
2.00% | 4.40% | ||||||
Pension increase rate |
2.20-3.00% | 2.60-3.30% | ||||||
Price inflation |
3.00% | 3.40% | ||||||
Expected long-term return on assets |
4.75% | 6.00% | ||||||
Target allocation of plan assets for retirement benefit plans for the next annual period is |
||||||||
Equity instruments |
40% | 40% | ||||||
Debt instruments |
60% | 60% |
New Markets
New Markets mostly operate defined contribution plans.
42 Deferred revenue liabilities
2012 | 2011 | |||||||
At January 1 |
104 | 82 | ||||||
Income deferred |
10 | 13 | ||||||
Disposal of a business |
- | (2) | ||||||
Release to income statement |
(11) | (11) | ||||||
Net exchange differences |
1 | 1 | ||||||
Other |
2 | 21 | ||||||
At December 31 | 106 | 104 |
2012 | 2011 | |||||||
Deferred tax assets |
33 | 89 | ||||||
Deferred tax liabilities |
3,609 | 2,499 | ||||||
Total net deferred tax liability / (asset) | 3,576 | 2,410 |
Deferred tax assets comprise temporary differences on: | 2012 | 2011 | ||||||
Financial assets |
(26) | 81 | ||||||
Deferred expenses, VOBA and other intangible assets |
1 | - | ||||||
Losses |
7 | 8 | ||||||
Other |
51 | - | ||||||
At December 31 | 33 | 89 |
Other, in 2012, includes the tax asset in respect of the winding up of some entities.
Deferred tax liabilities comprise temporary differences on: | 2012 | 2011 | ||||||
Real estate |
385 | 449 | ||||||
Financial assets |
3,621 | 2,120 | ||||||
Insurance and investment contracts |
(2,706) | (2,347) | ||||||
Deferred expenses, VOBA and other intangible assets |
3,355 | 3,318 | ||||||
Defined benefit plans |
(148) | (155) | ||||||
Losses |
(573) | (610) | ||||||
Other |
(325) | (276) | ||||||
At December 31 | 3,609 | 2,499 |
264 | Notes to the consolidated financial statements of Aegon N.V. Note 43 |
Real estate |
Financial assets |
Insurance contracts |
Deferred expenses, VOBA and other intangible assets |
Defined Benefit plans |
Losses | Other | Total | |||||||||||||||||||||||||
At January 1, 2012 |
449 | 2,039 | (2,347 | ) | 3,318 | (155 | ) | (618 | ) | (276 | ) | 2,410 | ||||||||||||||||||||
Acquisitions through business combinations |
- | - | - | 5 | - | - | - | 5 | ||||||||||||||||||||||||
Disposal of a business |
- | (2 | ) | - | (4 | ) | - | - | - | (6) | ||||||||||||||||||||||
Charged to income statement |
(22 | ) | 499 | (408 | ) | 42 | (48 | ) | 28 | (86 | ) | 5 | ||||||||||||||||||||
Charged to equity |
(1 | ) | 936 | - | - | (5 | ) | 4 | 23 | 957 | ||||||||||||||||||||||
Net exchange differences |
(1 | ) | (52 | ) | 22 | (1 | ) | - | 4 | - | (28) | |||||||||||||||||||||
Other |
(40 | ) | 227 | 27 | (6 | ) | 60 | 2 | (37 | ) | 233 | |||||||||||||||||||||
At December 31, 2012 | 385 | 3,647 | (2,706 | ) | 3,354 | (148 | ) | (580 | ) | (376 | ) | 3,576 | ||||||||||||||||||||
At January 1, 2011 |
465 | 637 | (2,136 | ) | 3,259 | (107 | ) | (653 | ) | (394 | ) | 1,071 | ||||||||||||||||||||
Acquisitions through business combinations |
- | - | - | 12 | - | - | - | 12 | ||||||||||||||||||||||||
Disposal of a business |
- | - | (1 | ) | (85 | ) | - | - | - | (86) | ||||||||||||||||||||||
Charged to income statement |
(15 | ) | 610 | (127 | ) | (149 | ) | 2 | 32 | (129 | ) | 224 | ||||||||||||||||||||
Charged to equity |
1 | 890 | - | - | - | 2 | 91 | 984 | ||||||||||||||||||||||||
Net exchange differences |
2 | 76 | (25 | ) | 89 | (5 | ) | (19 | ) | (13 | ) | 105 | ||||||||||||||||||||
Other |
(4 | ) | (174 | ) | (58 | ) | 192 | (45 | ) | 20 | 169 | 100 | ||||||||||||||||||||
At December 31, 2011 | 449 | 2,039 | (2,347 | ) | 3,318 | (155 | ) | (618 | ) | (276 | ) | 2,410 |
The increase of deferred tax liabilities primarily relates to unrealized profits in 2012 in respect of financial assets due to a decrease in market interest rates.
Deferred corporate income tax assets are recognized for tax losses carried forward to the extent that the realization of the related tax benefit through future taxable profits is probable. For an amount of gross EUR 71 million; tax EUR 11 million (2011: gross EUR 128 million; tax EUR 29 million) the realization of the deferred tax asset is dependent on the projection of future taxable profits from existing business in excess of the profits arising from the reversal of existing taxable temporary differences.
For the following amounts, arranged by loss carry forward periods, the deferred corporate income tax asset is not recognized:
Gross amounts | Not recognized deferred tax assets |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
< 5 years |
174 | 190 | 45 | 45 | ||||||||||||
³ 5 - 10 years |
72 | 66 | 20 | 21 | ||||||||||||
³ 10 - 15 years |
- | 4 | - | 2 | ||||||||||||
³ 15 - 20 years |
17 | 51 | 5 | 13 | ||||||||||||
Indefinitely |
920 | 768 | 209 | 182 | ||||||||||||
At December 31 | 1,183 | 1,079 | 279 | 263 |
Deferred corporate income tax assets in respect of deductible temporary differences are recognized to the extent that the realization of the related tax benefit through future taxable profits is probable. For the following amounts relating to available-for-sale financial assets the recognition of the deferred corporate income tax asset is dependent on future taxable profits in excess of the profits arising from the reversal of existing taxable temporary differences:
Gross amounts | Deferred tax assets | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Deferred corporate income tax asset dependent on retaining bonds and similar investments until the earlier of market recovery or maturity | 890 | 1,900 | 311 | 656 | ||||||||||||
Deferred corporate income tax asset dependent on the realization of capital profits |
683 | 1,201 | 239 | 420 | ||||||||||||
At December 31 | 1,573 | 3,101 | 550 | 1,076 |
Annual Report on Form 20-F 2012 | 265 |
Aegon did not recognize deferred corporate income tax assets in respect of deductible temporary differences relating to insurance contracts and other items for the amount of gross EUR 64 million; tax EUR 15 million (2011: gross EUR 56 million; tax EUR 14 million).
Deferred corporate income tax liabilities have not been recognized for withholding tax and other taxes that would be payable on the unremitted earnings of certain subsidiaries, branches, associates and joint ventures. The unremitted earnings totaled gross EUR 1,754 million; tax EUR 438 million (2011: gross EUR 1,749 million; tax EUR 437 million).
All deferred taxes are non-current by nature.
2012 | 2011 | |||||||
Payables due to policyholders |
1,707 | 843 | ||||||
Payables due to brokers and agents |
1,060 | 1,077 | ||||||
Payables out of reinsurance |
1,629 | 1,529 | ||||||
Social security and taxes payable |
69 | 62 | ||||||
Income tax payable |
122 | 33 | ||||||
Investment creditors |
1,352 | 626 | ||||||
Cash collateral |
10,106 | 10,245 | ||||||
Repurchase agreements |
2,224 | 2,928 | ||||||
Other creditors |
2,447 | 2,158 | ||||||
At December 31 | 20,716 | 19,501 | ||||||
Current |
17,688 | 17,497 | ||||||
Non-current |
3,028 | 2,004 |
The carrying amounts disclosed reasonably approximate the fair values at year end, given the predominantly current nature of the other liabilities.
Refer to note 14 for a description of share appreciation rights and related expenses.
2012 | 2011 | |||||||
Accrued interest |
182 | 981 | ||||||
Accrued expenses |
151 | 204 | ||||||
At December 31 | 333 | 1,185 |
The carrying amounts disclosed reasonably approximate the fair values as at the year end.
46 Guarantees in insurance contracts
For financial reporting purposes Aegon distinguishes between the following types of minimum guarantees:
¿ | Financial guarantees: these life contingent guarantees are treated as bifurcated embedded derivatives, valued at fair value and presented as derivatives (refer to note 2.10 and note 3); |
¿ | Total return annuities: these guarantees are not bifurcated from their host contracts because they are valued at fair value and presented as part of insurance contracts (refer to note 2.19); |
¿ | Life contingent guarantees in the United States: these guarantees are not bifurcated from their host contracts, valued in accordance with insurance accounting (ASC 944, Financial Services - Insurance) and presented together with insurance liabilities (refer to note 2.19 and note 3); and |
¿ | Life contingent guarantees in the Netherlands: these guarantees are not bifurcated from their host contracts, valued at fair value and presented together with the underlying insurance contracts (refer to note 2.19 and note 3). |
In addition to the guarantees mentioned above, Aegon has traditional life insurance contracts that include minimum guarantees that are not valued explicitly; however, the adequacy of all insurance liabilities, net of VOBA and DPAC, are assessed periodically (refer to note 2.19).
266 | Notes to the consolidated financial statements of Aegon N.V. Note 46 |
a. Financial guarantees
In the United States and the United Kingdom, a guaranteed minimum withdrawal benefit (GMWB) is offered directly on some variable annuity products Aegon issues and is also assumed from a ceding company. Variable annuities allow a customer to provide for the future on a tax-deferred basis and to participate in equity or bond market performance. Variable annuities allow a customer to select payout options designed to help meet the customers need for income upon maturity, including lump sum payment or income for life or for a period of time. This benefit guarantees that a policyholder can withdraw a certain percentage of the account value, starting at a certain age or duration, for either a fixed period or during the life of the policyholder.
In Canada, variable products sold are known as Segregated Funds. Segregated funds are similar to variable annuities, except that they include a capital protection guarantee for mortality and maturity benefits (guaranteed minimum accumulation benefits). The initial guarantee period is ten years. The ten-year period may be reset at the contractholders option for certain products to lock-in market gains. The reset feature cannot be exercised in the final decade of the contract and for many products can only be exercised a limited number of times per year. The management expense ratio charged to the funds is not guaranteed and can be increased by management decision. In addition, Aegon Canada sells a contract with a minimum guaranteed withdrawal benefit. The contract provides capital protection for longevity risk in the form of a guaranteed minimum annuity payment.
In The Netherlands, individual variable unit-linked products have a minimum benefit guarantee if premiums are invested in certain funds. The sum insured at maturity or upon the death of the beneficiary has a minimum guaranteed return (in the range of 3% to 4%) if the premium has been paid for a consecutive period of at least ten years and is invested in a mixed fund and/or fixed-income funds. No guarantees are given for equity investments only. The management expense ratio charged to the funds is not guaranteed and can be increased at managements discretion, with a maximum cost ratio of 1.25% for normal unit-linked policies and 1.90% for policies with a guaranteed return due to the product improvements (Generieke Verbetermaatregelen).
The following table provides information on the liabilities for financial guarantees for minimum benefits:
2012 | 2011 | |||||||||||||||||||||||||||||||||||||||
United States 1 |
Canada 1 | The Netherlands 2 |
New Markets |
Total 3 | United States 1 |
Canada 1 | The Netherlands 2 |
New Markets |
Total 3 | |||||||||||||||||||||||||||||||
At January 1 |
645 | 89 | 1,306 | 47 | 2,087 | 60 | 45 | 831 | 5 | 941 | ||||||||||||||||||||||||||||||
Incurred guarantee benefits |
58 | (22) | 18 | (6) | 48 | 544 | 62 | 475 | 42 | 1,123 | ||||||||||||||||||||||||||||||
Paid guarantee benefits |
- | (5) | - | (13) | (18) | - | (20) | - | - | (20) | ||||||||||||||||||||||||||||||
Net exchange differences |
(11) | 1 | - | - | (10) | 41 | 2 | - | - | 43 | ||||||||||||||||||||||||||||||
At December 31 | 692 | 63 | 1,324 | 28 | 2,107 | 645 | 89 | 1,306 | 47 | 2,087 | ||||||||||||||||||||||||||||||
Account value |
14,608 | 1,678 | 8,187 | 686 | 25,159 | 11,410 | 1,847 | 7,587 | 423 | 21,267 | ||||||||||||||||||||||||||||||
Net amount at risk 4 |
412 | 49 | 1,405 | 36 | 1,902 | 636 | 46 | 1,490 | 56 | 2,228 |
1 | Guaranteed minimum accumulation and withdrawal benefits. |
2 | Fund plan and unit-linked guarantees. |
3 | Balances are included in the derivatives liabilities on the face of the statement of financial position; refer to note 24. |
4 | The net amount at risk represents the difference between the maximum amount payable under the guarantees and the account value. |
In addition, Aegon Americas reinsures the elective guaranteed minimum withdrawal benefit rider issued with a ceding companys variable annuity contracts. The rider is essentially a return of premium guarantee, which is payable over a period of at least fourteen years from the date that the policyholder elects to start withdrawals. At contract inception, the guaranteed remaining balance is equal to the premium payment. The periodic withdrawal is paid by the ceding company until the account value is insufficient to cover additional withdrawals. Once the account value is exhausted, Aegon pays the periodic withdrawals until the guaranteed remaining balance is exhausted. At December 31, 2012, the reinsured account value was EUR 3.0 billion (2011: EUR 3.3 billion) and the guaranteed remaining balance was EUR 2.4 billion (2011: EUR 2.9 billion).
The reinsurance contract is accounted for as a derivative and is carried in Aegons statement of financial position at fair value. At December 31, 2012, the contract had a value of EUR 90 million (2011: EUR 145 million). Aegon entered into a derivative program to mitigate the overall exposure to equity market and interest rate risks associated with the reinsurance contract. This program involves
Annual Report on Form 20-F 2012 | 267 |
selling equity futures contracts (S&P 500, Nasdaq, FTSE100 and NKY225 in accordance with Aegons exposure) to mitigate the effect of equity market movement on the reinsurance contract and the purchase of over-the-counter interest rate swaps to mitigate the effect of movements in interest rates on the reinsurance contracts.
b. Total return annuities
Total Return Annuity (TRA) is an annuity product in the United States which provides customers with a pass-through of the total return on an underlying portfolio of investment securities (typically a mix of corporate and convertible bonds) subject to a cumulative minimum guarantee. Both the assets and liabilities are carried at fair value, however, due to the minimum guarantee not all of the changes in the market value of the asset will be offset in the valuation of the liability. This product exists in both the fixed annuity and life reinsurance lines of business and in both cases represents closed blocks. The reinsurance contract is in the form of modified coinsurance, so only the liability for the minimum guarantee is recorded on Aegons books.
Product balances as of December 31, 2012 were EUR 432 million in fixed annuities (2011: EUR 495 million) and EUR 112 million in life reinsurance (2011: EUR 122 million).
c. Life contingent guarantees in the United States
Certain variable insurance contracts in the United States also provide guaranteed minimum death benefits (GMDB) and guaranteed minimum income benefits (GMIB). Under a GMDB, the beneficiaries receive the greater of the account balance or the guaranteed amount upon the death of the insured. The net amount at risk for GMDB contracts is defined as the current GMBD in excess of the capital account balance at the balance sheet date.
The GMIB feature provides for minimum payments if the contractholder elects to convert to an immediate pay-out annuity. The guaranteed amount is calculated using the total deposits made by the contractholder, less any withdrawals and sometimes includes a roll-up or step-up feature that increases the value of the guarantee with interest or with increases in the account value.
The additional liability for guaranteed minimum benefits that are not bifurcated are determined (based on ASC 944) each period by estimating the expected value of benefits in excess of the projected account balance and recognizing the excess over the accumulation period based on total expected assessments. The estimates are reviewed regularly and any resulting adjustment to the additional liability is recognized in the income statement. The benefits used in calculating the liabilities are based on the average benefits payable over a range of stochastic scenarios. Where applicable, the calculation of the liability incorporates a percentage of the potential annuitizations that may be elected by the contract holder.
The following table provides information on the liabilities for guarantees that are included in the valuation of the host contracts.
2012 | 2011 | |||||||||||||||||||||||
GMDB 1 | GMIB 2 | Total 4 | GMDB 1 | GMIB 2 | Total 4 | |||||||||||||||||||
At January 1 |
376 | 872 | 1,248 | 292 | 543 | 835 | ||||||||||||||||||
Incurred guarantee benefits |
90 | (75) | 15 | 144 | 309 | 453 | ||||||||||||||||||
Paid guarantee benefits |
(74) | (86) | (160) | (73) | (17) | (90) | ||||||||||||||||||
Net exchange differences |
(6) | (9) | (15) | 13 | 37 | 50 | ||||||||||||||||||
At December 31 | 386 | 702 | 1,088 | 376 | 872 | 1,248 | ||||||||||||||||||
GMDB 1),3) | GMIB 2),3) | GMDB 1),3) | GMIB 2),3) | |||||||||||||||||||||
Account value |
32,882 | 5,987 | 29,923 | 6,200 | ||||||||||||||||||||
Net amount at risk 5 |
2,667 | 636 | 3,775 | 783 | ||||||||||||||||||||
Average attained age of contractholders |
67 | 67 | 67 | 66 |
1 | Guaranteed minimum death benefit in the United States. |
2 | Guaranteed minimum income benefit in the United States. |
3 | Note that the variable annuity contracts with guarantees may offer more than one type of guarantee in each contract; therefore, the amounts listed are not mutually exclusive. |
4 | Balances are included in the insurance liabilities on the face of the statement of financial position; refer to note 35. |
5 | The net amount at risk is defined as the present value of the minimum guaranteed annuity payments available to the contract holder determined in accordance with the terms of the contract in excess of the current account balance. |
268 | Notes to the consolidated financial statements of Aegon N.V. Note 46 |
d. Life contingent guarantees in the Netherlands
The group pension contracts offered by Aegon in the Netherlands include large group contracts that have an individually determined asset investment strategy underlying the pension contract. The guarantee given is that the profit sharing is the minimum of 0% or the realized return (on an amortized cost basis), both adjusted for technical interest rates ranging from 3% to 4%. If there is a negative profit sharing, the 0% minimum is effective, but the loss in any given year is carried forward to be offset against any future surpluses within the contract period. In general, a guarantee is given for the life of the underlying employees so that their pension benefit is guaranteed. Large group contracts also share technical results (mortality risk and disability risk). The contract period is typically five years and the premiums are fixed over this period. Separate account guaranteed group contracts provide a guarantee on the benefits paid.
The traditional life and pension products offered by Aegon in the Netherlands include various products that accumulate a cash value. Premiums are paid by customers at inception or over the term of the contract. The accumulation products pay benefits on the policy maturity date, subject to survival of the insured. In addition, most policies also pay death benefits if the insured dies during the term of the contract. The death benefits may be stipulated in the policy or depend on the gross premiums paid to date. Premiums and amounts insured are established at inception of the contract. The amount insured can be increased as a result of profit sharing, if provided for under the terms and conditions of the product. Minimum interest guarantees exist for all generations of accumulation products written, except for universal life type products for which premiums are invested solely in equity funds. Older generations contain a 4% guarantee; in recent years the guarantee has decreased to 3%.
These guarantees are valued at fair value and are included as part of insurance liabilities with the underlying host insurance contracts in note 35.
The following table provides information on the liabilities for guarantees that are included in the valuation of the host contracts.
2012 | 2011 | |||||||
GMB 1,2 | GMB 1,2 | |||||||
At January 1 |
3,254 | 1,656 | ||||||
Incurred guarantee benefits |
430 | 1,598 | ||||||
At December 31 | 3,684 | 3,254 | ||||||
Account value |
15,702 | 14,420 | ||||||
Net amount at risk 3 |
3,841 | 3,462 |
1 | Guaranteed minimum benefit in the Netherlands. |
2 | Balances are included in the insurance liabilities on the face of the statement of financial position; refer to note 35. |
3 | The net amount at risk represents the difference between the maximum amount payable under the guarantees and the account value. |
Fair value measurement of guarantees in insurance contracts
The fair values of guarantees mentioned above (with the exception of life contingent guarantees in the United States) are calculated as the present value of future expected payments to policyholders less the present value of assessed rider fees attributable to the guarantees. Given the long-term nature of these guarantees, their fair values are determined by using valuation techniques. Because of the dynamic and complex nature of these cash flows, Aegon uses stochastic techniques under a variety of market return scenarios. A variety of factors are considered, including expected market rates of return, equity and interest rate volatility, credit risk, correlations of market returns, discount rates and actuarial assumptions.
Since the price of these guarantees is not quoted in any market, the fair value of these guarantees is computed using valuation models which use observable market data supplemented with the Groups assumptions on developments in future interest rates, volatility in equity prices and other risks inherent in financial markets. All the assumptions used as part of this valuation model are calibrated against actual historical developments. Since many of the assumptions are unobservable and are considered to be significant inputs to the liability valuation, the liability has been reflected within Level III of the fair value hierarchy. Refer to note 3 for more details on Aegons fair value hierarchy.
The expected returns are based on risk-free rates. Aegon added a premium to reflect the credit spread as required. The credit spread is set by using the credit default swap (CDS) spreads of a reference portfolio of life insurance companies (including Aegon), adjusted to reflect the subordination of senior debt holders at the holding company level to the position of policyholders at the operating company level (who have priority in payments to other creditors). Aegons assumptions are set by region to reflect differences in the valuation of the guarantee embedded in the insurance contracts. If the credit spreads were 20 basis points higher or lower respectively, and holding
Annual Report on Form 20-F 2012 | 269 |
all other variables constant in the valuation model, 2012 income before tax would have been EUR 284 million and EUR 299 million higher or lower respectively (2011: EUR 268 million and EUR 289 million higher or lower).
For equity volatility, Aegon uses a term structure assumption with market-based implied volatility inputs for the first five years and a long-term forward rate assumption of 25% thereafter. The volume of observable option trading from which volatilities are derived generally declines as the contracts term increases, therefore, the volatility curve grades from implied volatilities for five years to the ultimate rate. The resulting volatility assumption in year 20 for the S&P 500 index (expressed as a spot rate) was 24.4% at December 31, 2012 and 25.7% at December 31, 2011. Correlations of market returns across underlying indices are based on historical market returns and their inter-relationships over a number of years preceding the valuation date. Assumptions regarding policyholder behavior, such as lapses, included in the models are derived in the same way as the assumptions used to measure insurance liabilities.
Had Aegon used a long-term equity implied volatility assumption that was five volatility points higher or lower, the impact on income before tax would have been a decrease of EUR 118 million or an increase of EUR 104 million, respectively, in 2012 IFRS income before tax (2011: EUR 97 million decrease and EUR 86 million increase).
These assumptions are reviewed at each valuation date, and updated based on historical experience and observable market data, including market transactions such as acquisitions and reinsurance transactions.
Aegon utilizes different risk management strategies to mitigate the financial impact of the valuation of these guarantees on the results including asset and liability management and derivative hedging strategies to hedge certain aspects of the market risks embedded in these guarantees. Guarantees valued at fair value contributed a net gain before tax of EUR 289 million (2011: gain of EUR 152 million) to earnings. The main drivers of increase in net gain before tax are EUR (714) million related to decreases in risk free rates (2011: EUR 3,081 million loss), EUR 491 million related to an increase in equity markets (2011: EUR 160 loss), EUR 124 million related to decreases in equity volatilities (2011: EUR 75 million loss) offset by EUR (465) million related to movements in the spread of credit risk (2011: EUR 592 million gain). Hedges related to these guarantee reserves contributed fair value gains of EUR 407 million to income before tax (2011: EUR 2,805 million gains) and DAC offset and other contributed a gain of EUR 446 million (2011: EUR 71 million gain).
Guarantee reserves increased EUR 381 million in 2012 (2011: increase of EUR 2,838 million).
Aegons capital base reflects the capital employed in insurance activities and consists of shareholders equity, perpetual capital securities and dated subordinated debt and senior debt. Aegon targets its capital base to comprise at least 70% core capital (excluding the revaluation reserve), and targets 25% perpetual capital securities (consisting of junior perpetual capital securities and perpetual cumulative subordinated bonds) and 5% dated subordinated and senior debt related to insurance activities.
Additionally, Aegon manages capital adequacy at the level of its country units and their operating companies. The goal is to ensure that Aegon companies maintain their financial strength. Aegon maintains its companies capital adequacy levels at whichever is the higher of local regulatory requirements and the relevant local Standard & Poors requirements for very strong capitalization, and any additionally self-imposed economic requirements.
Core capital, which consists of shareholders equity, excluding revaluation reserve, was EUR 18,548 million at December 31, 2012 compared to EUR 17,536 million at December 31, 2011.
Shareholders equity increased by EUR 3,630 million due to the change in the revaluation reserve of EUR 2,618 million and net income for the year of EUR 1,532 million. There were a number of other effects, including dividends of EUR 148 million paid to common shareholders and preferred dividend paid of EUR 59 million.
Group equity consists of core capital plus Other equity instruments (see note 32) such as the junior perpetual capital securities, the perpetual cumulative subordinated bonds, the non-cumulative subordinated notes as well as other equity reserves. Group equity was EUR 29,661 million at December 31, 2012, compared to EUR 25,734 million at December 31, 2011.
270 | Notes to the consolidated financial statements of Aegon N.V. Note 47 |
The following table reconciles total shareholders equity to the total capital base:
2012 | 2011 | |||||||
Total shareholders equity |
24,630 | 21,000 | ||||||
Junior perpetual capital securities |
4,192 | 4,192 | ||||||
Perpetual cumulative subordinated bonds |
453 | 453 | ||||||
Non-Cumulative Subordinate Note |
271 | - | ||||||
Share options not yet exercised |
102 | 75 | ||||||
Non-controlling interests |
13 | 14 | ||||||
Trust pass-through securities |
155 | 159 | ||||||
Subordinated borrowings |
61 | 18 | ||||||
Borrowings |
12,758 | 10,141 | ||||||
Borrowings not related to capital funding of insurance activities |
(12,237 | ) | (8,670 | ) | ||||
Total capital base | 30,398 | 27,382 | ||||||
Currency revaluation Other equity instruments 1) |
(123 | ) | (76 | ) | ||||
Reverse Revaluation reserve |
(6,082 | ) | (3,464 | ) | ||||
Total capital base excluding revaluation reserve | 24,193 | 23,842 |
1 | Other equity instruments that are denominated in foreign currencies are, for purpose of calculating the capital base, revalued to the period-end exchange rate |
Borrowings not related to capital funding of insurance activities consists of operational funding including funding for the Dutch mortgage business and US regulation XXX and guideline AXXX redundant reserves. In the ordinary course of business, Aegon N.V. may at times have borrowings, which are offset by cash and cash equivalents available for future capital management activities, such as funding capital contributions in its subsidiaries, redemption of borrowings or payment of dividends to its shareholders.
The total capital base includes separate presentation of borrowings based on the deployment of the proceeds and is provided to senior management to manage capital.
Aegon N.V. is subject to certain financial covenants in some of its financial agreements (such as issued debentures, credit facilities and ISDA agreements). Under these financial covenants, an event of default may occur if and when any financial indebtedness of any member of the Group is not paid when due, or not paid within any applicable grace period. The financial agreements may also include a cross default provision which may be triggered if and when any financial indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default.
All financial agreements are closely monitored periodically to assess the likelihood of a breach of any financial covenant and the likelihood thereof in the near future. On the basis of this assessment, a breach of any such covenant has not occurred.
Insurance, reinsurance, investment management and banking companies are required to maintain a minimum solvency margin based on applicable local regulations. For managing Aegons capital, the life insurance and life reinsurance regulations in the EU and the United States are of main importance. Aegons Insurance Group Directive ratio (IGD ratio) was 228% at the end of 2012 (2011: 195%). The calculation of the IGD ratio is based on Solvency I capital requirements for entities within the EU (Pillar 1 for Aegon UK), and local regulatory solvency measurements for non-EU entities. Specifically, required capital for the life insurance companies in the US is calculated as two times the upper end of the Company Action Level range (200%) as applied by the National Association of Insurance Commissioners in the US. The calculation of the IGD ratio excludes the available and required capital of the UK With-Profit funds. In the UK solvency surplus calculation the local regulator only allows the available capital number of the With-Profit funds included in overall local available capital to be equal to the amount of With-Profit funds required capital.
In the United States, regulation of the insurance business is principally at the state level. State insurance regulators and the National Association of Insurance Commissioners have adopted risk-based capital (RBC) requirements for insurance companies. RBC calculations measure the ratio of a companys statutory capital, which is measured on a prudent regulatory accounting basis, to a minimum capital amount determined by the RBC formula. The RBC formula measures exposures to investment risk, insurance risk, market risk, and general business risk. Life reinsurance is treated as life insurance. The most pertinent RBC measure is the company action level (CAL) RBC. This is the highest regulatory intervention level and is the level at which a company has to submit a plan to its state regulators. The CAL is 200% of the authorized control level (ACL), the level at which regulators are permitted to seize control of the company. At
Annual Report on Form 20-F 2012 | 271 |
the end of 2012 the combined risk based capital ratio of Aegons life insurance subsidiaries in the United States was approximately 495% of the CAL RBC.
For the insurance and reinsurance undertakings of Aegon in the EU, the European Solvency I directives are applicable, as implemented in the relevant member states. Solvency I allows member states to require solvency standards, exceeding the minimum requirements set by the Solvency I directives. For life insurance companies the Solvency I capital requirement is by and large the sum of 4% of insurance and investment liabilities for general account and 1% of insurance and investment liabilities for account policyholders if no guaranteed investment returns are given. At the end of 2012, Aegon The Netherlands consolidated solvency capital ratio based on IFRS was approximately 251%.
The Financial Services Authority (FSA) regulates insurance companies in the United Kingdom under the Financial Services and Markets Act 2000 and sets minimum solvency standards. Companies must manage their solvency positions according to the most stringent of the published Solvency I measure (Pillar 1) and a privately submitted economic capital measure (Pillar 2). For Aegon UK, the published measure continues to be the most stringent requirement. At the end of 2012 Aegon UKs aggregate Pillar 1 capital ratio was approximately 126% (excluding With-Profit funds). In the local solvency surplus calculation for regulatory filings the local regulator (FSA) only allows the available capital number of the With-Profits Funds included in overall available capital to be equal to the amount of With-Profits funds required capital.
Aegon N.V. is subject to legal restrictions on the amount of dividends it can pay to its shareholders. Under Dutch law the amount that is available to pay dividends consists of total shareholders equity less the issued and outstanding capital and less the reserves required by law. The revaluation account and legal reserves, foreign currency translation reserve and other, cannot be freely distributed. In case of negative balances for individual reserves legally to be retained, no distributions can be made out of retained earnings to the level of these negative amounts. Total distributable reserves under Dutch law amount to EUR 10,052 million at December 31, 2012 (2011: EUR 9,512 million).
In addition Aegons subsidiaries, principally insurance companies, are subject to restrictions on the amounts of funds they may transfer in the form of cash dividends or otherwise to their parent companies. There can be no assurance that these restrictions will not limit or restrict Aegon in its ability to pay dividends in the future.
OPTAS N.V., an indirect subsidiary of Aegon N.V., holds statutory reserves of EUR 981 million (2011: EUR 936 million) which are restricted. Included in Aegon N.V.s legal reserves is an amount of EUR 441 million (2011: EUR 396 million) related to OPTAS N.V. which represents the increase in statutory reserves since the acquisition of OPTAS N.V. by Aegon.
48 Summary of total financial assets and financial liabilities at fair value through profit or loss
The table that follows summarizes the carrying amounts of financial assets and financial liabilities that are classified as at fair value through profit or loss, with appropriate distinction between those financial assets and financial liabilities held for trading and those that, upon initial recognition, were designated as at fair value through profit or loss.
2012 | 2011 | |||||||||||||||
Trading | Designated | Trading | Designated | |||||||||||||
Investments for general account |
754 | 4,878 | 740 | 4,791 | ||||||||||||
Investments for account of policyholders |
- | 152,662 | - | 141,397 | ||||||||||||
Derivatives with positive values not designated as hedges |
19,370 | - | 13,457 | - | ||||||||||||
Total financial assets at fair value through profit or loss | 20,124 | 157,540 | 14,197 | 146,188 | ||||||||||||
Investment contracts for account of policyholders |
- | 29,188 | - | 26,687 | ||||||||||||
Derivatives with negative values not designated as hedges |
16,971 | - | 11,697 | - | ||||||||||||
Borrowings |
- | 1,050 | - | 1,010 | ||||||||||||
Total financial liabilities at fair value through profit or loss | 16,971 | 30,238 | 11,697 | 27,697 |
Investments for general account
The Group manages certain portfolios on a total return basis which have been designated at fair value through profit or loss. This includes portfolios of investments in limited partnerships and limited liability companies (primarily hedge funds) for which the performance is assessed internally on a total return basis. In addition, some investments that include an embedded derivative that
272 | Notes to the consolidated financial statements of Aegon N.V. Note 49 |
would otherwise have required bifurcation, such as convertible instruments, preferred shares and credit linked notes, have been designated at fair value through profit or loss.
Investments for general account backing insurance and investment liabilities, that are carried at fair value with changes in the fair value recognized in the income statement, are designated at fair value through profit or loss. The Group elected to designate these investments for account of policyholders at fair value through profit or loss, as a classification of financial assets as available-for-sale would result in accumulation of unrealized gains and losses in a revaluation reserve within equity whilst changes to the liability would be reflected in net income (accounting mismatch).
Investments for account of policyholders
Investments held for account of policyholders comprise assets that are linked to various insurance and investment contracts for which the financial risks are borne by the customer. Under the Groups accounting policies these insurance and investment liabilities are measured at the fair value of the linked assets with changes in the fair value recognized in the income statement. To avoid an accounting mismatch the linked assets have been designated as at fair value through profit or loss.
In addition, the investment for account of policyholders include with profit assets, where an insurer manages these assets together with related liabilities on a fair value basis in accordance with a documented policy of asset and liability management. In accordance with Groups accounting policies, these assets have been designated as at fair value through profit or loss.
Investment contracts for account of policyholders
With the exception of the financial liabilities with discretionary participating features that are not subject to the classification and measurement requirements for financial instruments, all investment contracts for account of policyholders that are carried at fair value or at the fair value of the linked assets are included in the table above.
Derivatives
With the exception of derivatives designated as a hedging instrument, all derivatives held for general account and held for account of policyholders are included in the table above.
Borrowings
Borrowings designated as at fair value through profit or loss includes financial instruments that are managed on a fair value basis together with related financial assets and financial derivatives.
Gains and losses recognized in the income statement on financial assets and financial liabilities classified as at fair value through profit or loss can be summarized as follows:
2012 | 2011 | |||||||||||||||
Trading | Designated | Trading | Designated | |||||||||||||
Net gains and (losses) | 6,806 | 5,768 | 2,288 | (3,249 | ) |
No loans and receivables were designated at fair value through profit or loss.
Changes in the fair value of investment contracts for account of policyholders designated at fair value through profit or loss were not attributable to changes in Aegons credit spread. There are also no differences between the carrying amounts of these financial liabilities and the contractual amounts payable at maturity (net of surrender penalties).
Refer to note 39 Borrowings for the impact of Aegons credit spread on the fair value of the borrowings designated at fair value through profit or loss.
49 Commitments and contingencies
Investments contracted
In the normal course of business, the Group has committed itself through purchase and sale transactions of investments, mostly to be executed in the course of 2013. The amounts represent the future outflow and inflow, respectively, of cash related to these investment transactions that are not reflected in the consolidated statement of financial position.
Annual Report on Form 20-F 2012 | 273 |
2012 | 2011 | |||||||||||||||
Purchase | Sale | Purchase | Sale | |||||||||||||
Real estate |
- | 23 | - | 1 | ||||||||||||
Mortgage loans |
312 | - | 153 | 35 | ||||||||||||
Bonds |
- | - | - | 4 | ||||||||||||
Private loans |
25 | - | - | - | ||||||||||||
Other |
365 | - | 590 | - |
Mortgage loans commitments represent undrawn mortgage loan facility provided and outstanding proposals on mortgages. Other commitments include future purchases of interests in investment funds and limited partnerships.
Other commitments and contingencies
2012 | 2011 | |||||||
Guarantees |
660 | 631 | ||||||
Standby letters of credit |
41 | 58 | ||||||
Share of contingent liabilities incurred in relation to interests in joint ventures |
102 | 51 | ||||||
Other guarantees |
3 | 3 | ||||||
Other commitments and contingent liabilities |
28 | 23 |
Guarantees include those given on account of asset management commitments and guarantees associated with the sale of investments in low-income housing tax credit partnerships in the United States. Standby letters of credit amounts reflected above are the liquidity commitment notional amounts. In addition to the guarantees shown in the table, guarantees have been given for fulfillment of contractual obligations such as investment mandates related to investment funds.
Contractual obligations
An Aegon N.V. indirect US life subsidiary has a net worth maintenance agreement with its subsidiary Transamerica Life (Bermuda) Ltd, pursuant to which Transamerica Life Insurance Company, a US life insurance subsidiary, will provide capital sufficient to maintain a S&P AA financial strength rating and capital sufficient to comply with the requirements of the countries in which its branches are located.
Aegon N.V. subsidiary company Aegon USA, LLC has a parental guarantee with its indirect subsidiary TLIC Riverwood Reinsurance, Inc, pursuant to which it will pay obligations to policy holders to the extent that assets held by Transamerica Life Insurance Company, a US life insurance subsidiary under a reinsurance are not sufficient to pay policyholder obligations.
Aegon N.V. has guaranteed and is severally liable for the following:
¿ | Due and punctual payment of payables due under letter of credit agreements applied for by Aegon N.V. as co-applicant with its subsidiary companies Transamerica Corporation, Aegon USA, LLC and Commonwealth General Corporation. At December 31, 2012, the letter of credit arrangements amounted to EUR 3,606 million (2011: EUR 3,773 million); as at that date no amounts had been drawn, or were due under these facilities; |
¿ | Due and punctual payment of payables by the consolidated group companies Transamerica Corporation, Aegon Funding Company LLC and Commonwealth General Corporation with respect to bonds, capital trust pass-through securities and notes issued under commercial paper programs (EUR 507 million; 2011: EUR 656 million), as well as payables with respect to certain derivative transactions of Transamerica Corporation (nominal amount EUR 1,963 million; 2011: EUR 2,207 million); |
¿ | Due and punctual payment of any amounts owed to third parties by the consolidated group company Aegon Derivatives N.V. in connection with derivative transactions. Aegon Derivatives N.V. only enters into derivative transactions with counterparties with which ISDA master netting agreements including collateral support annex agreements have been agreed; net (credit) exposure on derivative transactions with these counterparties was therefore limited as at December 31, 2012. |
Legal and arbitration proceedings, regulatory investigations and actions
Aegon is involved in litigation in the ordinary course of business, including litigation where compensatory or punitive damages and mass or class relief are sought. Current and former customers, both institutional as well as individual, and groups representing customers, initiate litigation. Also, certain groups encourage others to bring lawsuits in respect of products. Aegon has established litigation policies to deal with the claims, defending when the claim is without merit and seeking to settle in certain circumstances. There can be no assurances that Aegon will be able to resolve existing litigation in the manner it expects or that existing or future litigation will not result in unexpected liability.
274 | Notes to the consolidated financial statements of Aegon N.V. Note 49 |
In addition, the insurance industry has increasingly and routinely been the subject of litigation, investigations, regulatory activity and challenges by various governmental and enforcement authorities and policyholder advocate groups concerning certain practices. For example, unclaimed property administrators and state insurance regulators are performing unclaimed property examinations of the life insurance industry in the U.S., including certain of its subsidiaries. These are in some cases multi-state examinations that include the collective action of many of the states. Additionally, some states are conducting separate examinations or instituting separate enforcement actions in regard to unclaimed property laws and related claims settlement practices. As other insurers in the United States have recently done, Aegon Americas identified certain additional internal processes that it has implemented or is in the process of implementing. Aegon Americas increased certain reserves related to this matter by approximately EUR 37 million during the fourth quarter of 2011. No additional reserve increase was recorded in 2012. As the methodology to identify deceased policyholders becomes more refined, it is possible Aegon will add to this reserve. Also, various major insurers in the U.S. have entered into settlements with insurance regulators recently regarding claims settlement practices. Aegon expects that regulators will be trying to reach settlements with other US insurers. While Aegon believes that Aegons processes to manage unclaimed property are generally adequate, with industry practices changing and regulatory interpretations evolving, it is uncertain what the further impact of any such inquiry could be for Aegon. Aegon estimates that the adverse financial impact may range from EUR 0 to EUR 150 million before tax.
Aegon subsidiaries have received inquiries from local authorities and policyholder advocate groups in various jurisdictions including the United States, the United Kingdom and the Netherlands. In the normal course of business, reviews of processes and procedures are undertaken to ensure that customers have been treated fairly, and to respond to matters raised by policyholders and their representatives. There is a risk that the Group is not able to resolve some or all such matters in the manner that it expects. In certain instances, Aegon subsidiaries modified business practices in response to such inquiries or the findings thereof. Aegon has also sought and intend to continue to seek to settle certain claims, including via policy modifications, in appropriate circumstances, such as the settlement Aegon reached in July 2009 with Stichting Verliespolis and Stichting Woekerpolis in The Netherlands, two major customer interest groups. In May 2012, Aegon announced that it would accelerate certain product improvements that reduce future costs and that increase policy value for its customers with unit-linked insurance policies consistent with the agreements Aegon announced in July 2009. With these measures, Aegon committed to the best of class principles of the Dutch Ministry of Finance for certain existing unit-linked products. These principles are the result of an industry-wide review by the Ministry of the various agreements reached between individual insurance companies and customer interest groups in relation to unit-linked insurance policies. The Ministry made a strong appeal to all industry participants to apply its principles. Aegon had previously made substantial product improvements to the unit-linked insurance policies which its Dutch business sold before January 1, 2008. Aegons approach was to settle compensation with clients when the policy expires. However, to comply with the Ministrys principles, Aegon undertook to make direct additions to policy values before year-end 2012. As a result of this acceleration of these previously announced measures, in the second quarter of 2012 Aegon took a one-off charge of EUR 265 million before tax. In addition, Aegon will reduce future policy costs beginning in 2013 onward for the large majority of its unit-linked portfolio. This will decrease income before tax over the remaining duration of the policies by approximately EUR 125 million, based on the current present value. While parties such as the Ombudsman Financiële Dienstverlening (the Netherlands financial services industry ombudsman) support the arrangement, it is uncertain whether the public debate on the adequacy generally of the arrangements reached with customer interest groups, as well as the discussions in the Dutch Parliament, will not be continued in the future and lead to re-examination and adjustment of the settlements made. It is not yet possible to determine the direction or outcome of any further debate, including what actions, if any, Aegon may take in response thereto, or the impact that any such actions may have on Aegons business, results of operations and financial position. In addition to the above, certain Aegon subsidiaries have been informed that the regulators may seek fines or other monetary penalties or changes in the way Aegon conducts its business.
Certain of the products we sell are complex and involve significant investment risks that may be assumed by Aegons customers. Aegon has have received claims from certain current and former customers, and groups representing customers, in respect of certain products. Aegon has in the past agreed to make payments, in some cases substantial, or adjustments to policy terms to settle those claims or disputes if we believed it was appropriate to do so.
Proceedings in which Aegon is involved
Aegon and other US industry participants have been named in lawsuits alleging, among other things, that asset-based fees charged for investment products offered on 401(k) platforms were higher than those generally available in the market. Matters like these are being defended vigorously; however, at this time, due to its nature and the type of claims, it is not practicable for Aegon to quantify a range or maximum liability or the timing of the financial impact, if any.
On July 26, 2011, the Amsterdam Court of Appeal, an intermediate appeals court, ruled with respect to a specific Aegon unit-linked product, the Koersplan-product. The Amsterdam Court of Appeal accepted Aegons position that Koersplan-products sold during the period 1989-1998 entailed an obligation on the part of customers to pay a premium for a death benefit. However, the Court ruled that Aegon should have more clearly informed its customers about the amount of premium which the company charged in relation to the embedded death benefit. Prior to the ruling Aegon had already taken steps to improve its communications with customers as well as adjusting the amounts charged to Koersplan-customers.
In its decision, the Court ruled that customers are required to pay a reasonable premium. However, the Court went on to define what it considers to be a reasonable premium at a level below that charged by Aegon. The Court based its decision on a single industry example, which Aegon believes is not representative. Aegon believes that, based on the arguments presented, the Courts ruling was wrongly decided and, in October 2011, appealed the decision taken by the Amsterdam Court of Appeal to the Supreme Court in the Netherlands.
As is customary in connection with appeals to the Supreme Court, the Attorney General (Procureur Generaal) issued advice to the Supreme Court in March 2013. The Attorney General advised the Supreme Court to annul the decision of the Amsterdam Court of Appeal and refer the case back to another Court of Appeal for reassessment. However, for reasons that are limited to this specific case, the Attorney Generals advice to annul did not include the Amsterdam Courts decision to apply a single industry example to define a reasonable premium.
The Supreme Court is not obliged to follow the advice of the Attorney General, although it will consider it. The Supreme Court could elect to follow the advice of the Attorney General or to refer the case back to another court for reassessment on different or additional grounds. If the Supreme Court were instead to confirm the decision taken by the Amsterdam Court of Appeal and the principles underlying such decision were applied to Aegons entire KoersPlan-portfolio (instead of solely to the holders of KoersPlan-products who are plaintiffs in the pending litigation), Aegon estimates the financial effect to be approximately EUR 150 million, after tax. The actual amount may vary based on uncertainties related to the application of any decision to individual customers, equity market fluctuations as well as interest rates movements. Aegon expects the Supreme Court to issue a decision in 2013.
Annual Report on Form 20-F 2012 | 275 |
Future lease payments
2012 | 2011 | |||||||||||||||||||||||
Future lease payments |
Not later |
1-5 years | Later than 5 years |
Not later than 1 year |
1-5 years | Later than 5 years |
||||||||||||||||||
Finance lease obligations |
- | - | - | 1 | 1 | - | ||||||||||||||||||
Operating lease obligations |
83 | 204 | 300 | 90 | 232 | 316 | ||||||||||||||||||
Operating lease rights |
65 | 160 | 56 | 62 | 151 | 85 |
The operating lease obligations relate mainly to office space leased from third parties. The total of future minimum sublease payments expected to be received on non-cancellable subleases is EUR 9 million (2011: EUR 9 million).
The operating lease rights relate to non-cancellable commercial property leases.
50 Transfers of financial assets
Transfers of financial assets occur when Aegon transfers contractual rights to receive cash flows of financial assets or when Aegon retains the contractual rights to receive the cash flows of the transferred financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients in that arrangement.
In the normal course of business Aegon is involved in the following transactions:
¿ | Transferred financial assets that are not derecognized in their entirety: |
¿ | securities lending; whereby Aegon legally (but not economically) transfers assets and receives cash and non-cash collateral. The transferred assets are not derecognized. The obligation to repay the cash collateral is recognized as a liability. The non-cash collateral is not recognized on the balance sheet; |
¿ | repurchase activities; whereby Aegon receives cash for the transferred assets. The financial assets are legally (but not economically) transferred, but are not derecognized. The obligation to repay the cash received is recognized as a liability. |
¿ | Transferred financial assets that are derecognized in their entirety and Aegon does not have a continuing involvement (normal sale). |
¿ | Transferred financial assets that are derecognized in their entirety, but where Aegon has a continuing involvement: |
¿ | securitizations whereby mortgage loans are transferred to a securitization vehicle which is not part of the Group and where Aegon has a continuing involvement in the transferred assets. |
¿ | Collateral accepted in the case of securities lending, reverse repurchase agreement and derivative transactions. |
¿ | Collateral pledged in the case of (contingent) liabilities, repurchase agreements, securities borrowing and derivative transactions. |
The following disclosures provide details for transferred financial assets that are not derecognized in their entirety, transferred financial asset that are derecognized in their entirety, but where Aegon has a continuing involvement and assets accepted and pledged as collateral.
276 | Notes to the consolidated financial statements of Aegon N.V. Note 50 |
50.1 Transferred financial assets that have not been derecognized in their entirety
The following table reflects the carrying amount of financial assets that have been transferred to another party in such a way that part or all of the transferred financial assets do not qualify for derecognition. Furthermore, it reflects the carrying amounts of the associated liabilities.
2012 | ||||||||||||||||||||||||
Available-for-sale |
Financial assets at fair value through profit or loss |
Loans and receivables |
||||||||||||||||||||||
Shares | Debt securities |
Shares | Debt securities |
Investments for account of policy- holders |
Mortgage loans |
|||||||||||||||||||
Carrying amount of transferred assets |
272 | 8,038 | - | 26 | 795 | - | ||||||||||||||||||
Carrying amount of associated liabilities |
297 | 8,075 | - | 27 | 814 | - |
Securities lending and repurchase activities
The table above includes financial assets that have been transferred to another party under securities lending and repurchase activities.
Aegon retains substantially all risks and rewards of those transferred assets, this includes credit risk, settlement risk, country risk and market risk. The assets are transferred in return for cash collateral or other financial assets. Non-cash collateral is not recognized in the statement of financial position. Cash collateral is recorded on the statement of financial position as an asset and an offsetting liability is established for the same amount as Aegon is obligated to return this amount upon termination of the lending arrangement. Cash collateral is usually invested in pre-designated high quality investments. The sum of cash and non-cash collateral is typically greater than the market value of the related securities loaned. Refer to 50.3 and 50.4 for an analysis of collateral accepted and pledged in relation to securities lending and repurchase agreements.
50.2 Transferred financial assets that are derecognized in their entirety, but where Aegon has continuing involvement
Aegon has derecognized certain financial assets that have been transferred in their entirety, but where Aegon has a continuing involvement.
As part of the Aegon Levensverzekering N.V. funding program the company regularly enters into securitization contracts for its mortgage loans. Currently, as at December 31, 2012, SAECURE 6, is held off-balance.
The related mortgage loan portfolio were sold and derecognized to SAECURE 6 BV in 2006. SAECURE 6 BV is not consolidated in the financial statements of Aegon. At the date of the transfer of the mortgage loan portfolio, Aegon recognized a gain of EUR 49 million, which equaled the difference between fair value and carrying amount of the mortgage loan portfolio transferred. The continuing involvement in SAECURE 6 and the maximum exposure to loss is represented by the interest rate swap, reported as a derivative. The fair value of the swap is EUR 202 million at December 31, 2012 (2011: EUR 155 million).
In 2013, the interest of the notes issued by the special purpose entity in respect of this transaction will step-up, together with a similar step-up in the fixed-to-floating swap agreement. At that same time, the special purpose entity has the right to call the notes and to sell the mortgage loan portfolio first back to Aegon. Aegon has a choice to either call back the mortgage loan portfolio, or not. The undiscounted cash outflows required to repurchase mortgage loans transferred to SAECURE 6 BV in 2006, will equal the fair value of the mortgage loan portfolio at repurchase date. The fair value of the mortgage loan portfolio is EUR 1.2 billion as at December 31, 2012 (2011: EUR 1.5 billion). The first opportunity for Aegon to buy the mortgage loan portfolio back is in the third quarter of 2013.
Total income recognized from Aegons continuing involvement in 2012 for SAECURE 6 BV is EUR 47 million (2011: EUR 56 million) and the cumulative gain 2006-2012 is EUR 153 million, equaling the fair value movement of the swap.
In the third quarter of 2012, SAECURE 5, sold EUR 424 million of mortgage loans back to Aegon N.V. at fair value. This transaction did not generate a significant profit or loss for Aegon.
Annual Report on Form 20-F 2012 | 277 |
50.3 Assets accepted
Aegon receives collateral related to securities lending and reverse repurchase activities. Non-cash collateral is not recognized in the statement of financial position. To the extent that cash is paid for reverse repurchase agreements, a receivable is recognized for the corresponding amount.
The following table analyses the fair value of the assets received in relation to securities lending and reverse repurchase activities:
Securities lending | 2012 | 2011 | ||||||
Carrying amount of transferred financial assets |
6,780 | 8,099 | ||||||
Fair value of cash collateral received |
3,562 | 4,167 | ||||||
Fair value of non-cash collateral received |
3,296 | 4,058 | ||||||
Net exposure | (78) | (126 | ) | |||||
Non-cash collateral that can be sold or repledged in the absence of default |
1,802 | 2,708 | ||||||
Non-cash collateral that has been sold or transferred |
- | - |
Reverse repurchase agreements | 2012 | 2011 | ||||||
Cash paid for reverse repurchase agreements |
4,411 | 2,743 | ||||||
Fair value of non-cash collateral received |
4,428 | 2,771 | ||||||
Net exposure | (17) | (28 | ) | |||||
Non-cash collateral that can be sold or repledged in the absence of default |
3,710 | 1,425 | ||||||
Non-cash collateral that has been sold or transferred |
- | - |
The above items are conducted under terms that are usual and customary to standard securities lending activities, as well as requirements determined by exchanges where the bank acts as intermediary.
In addition, Aegon can receive collateral related to derivative transactions that it enters into. The credit support agreement will normally dictate the threshold over which collateral needs to be pledged by Aegon or its counterparty. Transactions requiring Aegon or its counterparty to post collateral are typically the result of over-the-counter derivative trades, comprised mostly of interest rate swaps, currency swaps and credit swaps. Refer to the credit risk section in note 4 for details on collateral received for derivative transactions.
50.4 Assets pledged
Aegon pledges assets that are on its statement of financial position in securities borrowing transactions, in repurchase transactions, and against long-term borrowings. In addition, in order to trade derivatives on the various exchanges, Aegon posts margin as collateral.
These transactions are conducted under terms that are usual and customary to standard long-term borrowing, derivative and securities borrowing activities, as well as requirements determined by exchanges where the bank acts as intermediary.
Non-cash financial assets that are borrowed or purchased under agreement to resell are not recognized in the statement of financial position.
To the extent that cash collateral is paid, a receivable is recognized for the corresponding amount. If other non-cash financial assets are given as collateral, these are not derecognized.
The following tables analyze the carrying amount of collateral pledged and the corresponding amounts.
Assets pledged for general account and contingent liabilities | 2012 | 2011 | ||||||
General account (contingent) liabilities |
4,131 | 4,594 | ||||||
Collateral pledged |
6,801 | 7,438 | ||||||
Net exposure | (2,670) | (2,844 | ) | |||||
Non-cash collateral that can be sold or repledged by the counterparty |
- | - |
278 | Notes to the consolidated financial statements of Aegon N.V. Note 51 |
Assets pledged for repurchase agreements | 2012 | 2011 | ||||||
Cash received on repurchase agreements |
2,224 | 2,928 | ||||||
Collateral pledged (transferred financial assets) |
2,351 | 2,993 | ||||||
Net exposure | (127) | (65 | ) |
As part of Aegons mortgage loan funding program in the Netherlands, EUR 2.9 billion (2011: EUR 3.2 billion) have been pledged as security for notes issued (refer to note 39). In addition, in order to trade derivatives on the various exchanges, Aegon posts margin as collateral. The amount of collateral pledged for derivative transactions is EUR 1,643 million (2011: EUR 1,743 million).
Acquisitions
2012
On December 20, 2012 Aegon entered into an exclusive 25-year strategic partnership with Banco Santander. Under the terms of the agreement, Aegon will acquire a 51% stake in both a life insurance company as well as in a non-life insurance company for a consideration of EUR 220 million. Depending on the performance of the partnership, Aegon may pay an additional amount after five years. Furthermore, Aegon Spain will provide the back-office services to the joint venture companies. The transaction is expected to close in the first half of 2013, subject to regulatory approval and will be financed from existing resources.
On December 5, 2012 Aegon announced the acquisition of 100% of Fidem Life, a life insurance company in Ukraine. The transaction was closed on February 8, 2013. Fidem Life will be rebranded Aegon Ukraine and will be integrated into the governance and management structure of Aegon CEE. Information related to the acquired assets and acquired liabilities will be disclosed in future periods, as the initial accounting is not yet finalized due to the fact that Aegon is currently performing the purchase price allocation.
2011
Effective July 1, 2011, Aegon entered into a Joint Venture contract with Unnim, the entity which was created by the merger of Caixa Terrassa, Caixa Sabadell and Caixa Manlleu. Aegon Spain is the sole insurance partner of Unnim to provide life and pension insurance products. Since the acquisition date, the company has attributed EUR 5 million to net income in 2011. If the acquisition had been as of January 1, 2011, contribution to net income and total revenues would amount to EUR 9 million and EUR 134 million respectively.
Effective October 31, 2011, Aegon entered into a Joint Venture contract with Banca Civica, an entity created by a Spanish institutional protection system (similar to a merger) of Caja Navarra, Cajasol, Caja Burgos and Caja Canarias. Aegon Spain is the sole insurance partner of Banca Civica to provide life, health and pension insurance products for products sold by the Caja Navarra and Caja Burgos network. Since the acquisition date, the company has attributed EUR 0 million to net income in 2011. If the acquisition had been as of January 1, 2011, contribution to net income and total revenues would amount to EUR 0 million and EUR 8 million respectively.
2010
There were no acquisitions during 2010.
Divestments / Disposals
2012
Following the announced merger between Banca Cívica and CaixaBank in Spain, Aegon reached an agreement, on August 3, 2012, with CaixaBank to end the life, health and pension partnership with Banca Cívica and sell its 50% interest in the joint ventures to CaixaBank for a total consideration of EUR 190 million. The transaction was closed on October 11, 2012 after obtaining regulatory approval. The sale resulted in a book gain of EUR 35 million before tax and was recorded in the fourth quarter of 2012. Aegons share in underlying earnings before tax of the joint venture totaled EUR 13 million for 2012 (full year 2011: EUR 16 million).
2011
On November 24, 2011, Aegon completed the sale of its UK-based Guardian life and pension business for a total cash consideration of GBP 275 million to Cinven, a European private equity group. The sale of the Guardian life and pension business in the United Kingdom resulted in a loss of EUR 7 million, mainly originated from the disentaglement costs associated with the sale.
Underlying earnings before tax for Guardian life and pension totaled GBP 23 million in 2010. Gross written premiums for 2010 was GBP 129 million and net income for 2010 was GBP 26 million.
Annual Report on Form 20-F 2012 | 279 |
On August 9, 2011, Aegon completed the divestment of its life reinsurance business, Transamerica Reinsurance (TARe), to SCOR. The divestment resulted in a total after-tax consideration of USD 1.4 billion, consisting of cash proceeds of USD 0.9 billion and capital release of USD 0.5 billion. Aegon has retained certain blocks of business consisting primarily of variable annuity guarantee products with a book value of USD 0.4 billion. The divestment of TARe consists of a series of reinsurance agreements between various statutory insurance entities and SCOR for the US domestic business. In addition, SCOR has acquired Transamerica International Reinsurance Ireland (TIRI), a company that includes reinsurance contracts that are assumed by Aegon US domestic companies which have been retroceded to TIRI, and has taken over the operational assets and systems of TARe.
The business residing in Transamerica International Reinsurance, Bermuda (TIRe) has been retroceded to SCOR. TIRe will continue to provide reserve credit security for redundant reserves to Aegon USAs ceding companies. Aegon will maintain approximately half of the collateral requirements needed for reinsurance reserve financing. This obligation provides reserve credit security and will run off over approximately 15 years. Refer to note 26 and 27 for details on the reinsurance treatment of this divestment.
2010
On April 1, 2010, Aegon completed the sale of its funeral insurance business in the Netherlands to Dutch investment firm Egeria for EUR 212 million. The actual proceeds from the sale amounted to EUR 162 million, the remainder was upstreamed as a dividend prior to the sale. The value of the assets and liabilities sold amounted to EUR 1,084 million and EUR 933 million respectively. The assets included an amount of EUR 320 million of cash. Included in the gain are unrealized gains in an amount of EUR 22 million, reflecting revaluation reserves which were recycled through the income statement. In 2009, Aegons funeral insurance business generated EUR 70 million in gross written premiums.
Subsidiaries
The principal subsidiaries of the parent company Aegon N.V. are listed by geographical segment. All are wholly owned, directly or indirectly, unless stated otherwise, and are involved in insurance or reinsurance business, asset management or services related to these activities. The voting power in these subsidiaries held by Aegon is equal to the shareholdings.
Americas
¿ | Aegon USA, LLC, Cedar Rapids, Iowa (United States) |
¿ | Transamerica Advisors Life Insurance Company, Little Rock, Arkansas (United States) |
¿ | Transamerica Advisors Life Insurance Company of New York, New York, New York (United States) |
¿ | Monumental Life Insurance Company, Cedar Rapids, Iowa (United States) |
¿ | Stonebridge Casualty Insurance Company, Columbus, Ohio (United States) |
¿ | Stonebridge Life Insurance Company, Rutland, Vermont (United States) |
¿ | Transamerica Financial Life Insurance Company, Inc., Albany, New York (United States) |
¿ | Transamerica Life Insurance Company, Cedar Rapids, Iowa (United States) |
¿ | Western Reserve Life Assurance Co. of Ohio, Columbus, Ohio (United States) |
¿ | Transamerica Life Canada, Toronto, Ontario (Canada) |
The Netherlands
¿ | Aegon Bank N.V., Utrecht |
¿ | Aegon Levensverzekering N.V., The Hague |
¿ | Aegon Schadeverzekering N.V., The Hague |
¿ | OPTAS Pensioenen N.V., Rotterdam |
¿ | Aegon Spaarkas N.V., The Hague |
¿ | Unirobe Meeùs Groep B.V., The Hague |
¿ | TKP Pensioen B.V., Groningen |
¿ | Aegon Hypotheken B.V., The Hague |
United Kingdom
¿ | Scottish Equitable plc, Edinburgh |
¿ | Origen Financial Services Ltd., London |
¿ | Positive Solutions (Financial Services) Ltd., Newcastle |
280 | Notes to the consolidated financial statements of Aegon N.V. Note 52 |
New Markets
¿ | Aegon España S.A., Madrid (Spain) (99.98%) |
¿ | Aegon Magyarország Általános Biztosító Zártkörűen Működő Részvénytársaság, Budapest (Hungary) |
¿ | Aegon Towarzystwo Ubezpieczeń na Życie Spółka Akcyjna, Warsaw (Poland) |
The legally required list of participations as set forth in articles 379 and 414 of Book 2 of the Dutch Civil Code has been registered with the Trade Register in The Hague. Aegon N.V. has issued a statement of liability as meant in article 403 of Book 2 of the Dutch Civil Code for its subsidiary company Aegon Derivatives N.V.
Joint ventures
The principal joint ventures are listed by geographical segment.
The Netherlands
¿ | AMVEST Vastgoed B.V., Utrecht (50%), property management and development |
New Markets
¿ | Aegon-CNOOC Life Insurance Company Ltd, Shanghai (China), life insurance company (50%) |
¿ | Aegon Sony Life Insurance Cy, Tokyo (Japan), life insurance company (50%) |
¿ | Caja Badajoz Vida y Pensiones, SA de Seguros, Badajoz (Spain), life insurance and pension company (50%) |
¿ | Cantabria Vida y Pensiones, SA de Seguros y Reaseguros, Santander (Spain), life insurance and pension company (50%) |
¿ | Liberbank Vida y Pensiones, Seguros y Reaseguros, S.A., Oviedo (Spain) life insurance and pension company (50%) |
¿ | Unnim Vida, SA de Seguros y Reaseguros, Terrassa (Spain) life insurance and pension company (50%) |
¿ | Aegon Industrial Fund Management Co., Ltd, Shanghai (China), investment management company (49%) |
Summarized financial information of joint ventures for 2012 accounted for using proportionate consolidation:
Current assets |
Long-term assets |
Current liabilities |
Long-term liabilities |
Income |
Expenses |
|||||||||||||||||||
AMVEST |
60 | 1,111 | 48 | 272 | 38 | 60 | ||||||||||||||||||
Aegon-CNOOC |
86 | 384 | 47 | 396 | 162 | 166 | ||||||||||||||||||
Aegon Sony Life Insurance |
13 | 269 | 10 | 254 | 12 | 30 | ||||||||||||||||||
Caja Badajoz Vida y Pensiones |
3 | 204 | - | 169 | 73 | 69 | ||||||||||||||||||
Cantabria Vida y Pensiones |
3 | 99 | 2 | 72 | 33 | 30 | ||||||||||||||||||
Liberbank Vida y Pensiones |
11 | 148 | 2 | 139 | 2 | 2 | ||||||||||||||||||
Unnim Vida |
40 | 1,416 | 9 | 1,193 | 260 | 247 | ||||||||||||||||||
Aegon Industrial Fund Management |
6 | 47 | 5 | - | 34 | 19 | ||||||||||||||||||
Total | 222 | 3,678 | 123 | 2,495 | 614 | 623 |
Annual Report on Form 20-F 2012 | 281 |
Summarized financial information of joint ventures for 2011 accounted for using proportionate consolidation:
Current assets |
Long-term assets |
Current liabilities |
Long-term liabilities |
Income |
Expenses |
|||||||||||||||||||
AMVEST |
80 | 1,127 | 7 | 829 | 40 | 52 | ||||||||||||||||||
Aegon-CNOOC |
74 | 324 | 27 | 340 | 97 | 101 | ||||||||||||||||||
Aegon Sony Life Insurance |
8 | 151 | 7 | 113 | 5 | 20 | ||||||||||||||||||
Caja Badajoz Vida y Pensiones |
4 | 176 | 1 | 147 | 71 | 68 | ||||||||||||||||||
Banca Civica joint venture partners |
31 | 849 | 9 | 728 | 243 | 226 | ||||||||||||||||||
Cantabria Vida y Pensiones |
7 | 127 | 2 | 106 | 30 | 27 | ||||||||||||||||||
Unnim Vida |
55 | 1,394 | 15 | 1,200 | 239 | 225 | ||||||||||||||||||
Aegon Industrial Fund Management |
15 | 40 | 9 | - | 35 | 19 | ||||||||||||||||||
Total | 274 | 4,188 | 77 | 3,463 | 760 | 738 |
Investments in associates
The principal investments in associates are listed by geographical segment.
The Netherlands
¿ | N.V. Levensverzekering-Maatschappij De Hoop, The Hague (33.3%) |
United Kingdom
¿ | Tenet Group Limited, Leeds (22%) |
New Markets
¿ | CAM Aegon Holding Financiero, Alicante (Spain) (49.99%) |
¿ | La Mondiale Participations S.A., Lille (France) (35%) |
¿ | Seguros Argos, S.A. de C.V., Mexico City (Mexico) (49%) |
¿ | Aegon Religare Life Insurance Company, Mumbai (India) (26%) |
¿ | Mongeral, S.A. Seguros e Previdencia, Rio de Janeiro (Brazil) (50%) |
Refer to note 25 for further details on investments in associates.
282 | Notes to the consolidated financial statements of Aegon N.V. Note 53 |
Related party transactions include, among others, transactions between Aegon N.V. and Vereniging Aegon.
On February 15, 2013, Aegon N.V. and Vereniging Aegon reached an agreement to exchange, subject to approval by the Annual General Meeting of Shareholders on May 15, 2013, all of Aegons preferred shares for cash and common shares (see also the section Major Shareholders for a description of the agreement reached).
On October 15, 2012 Vereniging Aegon exercised its option rights to purchase in aggregate 3,907,000 class B preferred shares at par value to correct dilution caused by Aegons issuance of shares on September 15, 2012, being the interim-dividend 2012 in the form of stock-dividend.
On August 15, 2012 Vereniging Aegon exercised its option rights to purchase in aggregate 4,114,000 class B preferred shares at par value to correct dilution caused by Aegons issuance of shares on June 15, 2012, being the final dividend 2011 in the form of stock-dividend.
On June 15, 2011, Aegon repurchased 187.5 million of the convertible core capital securities. The total payment to the Dutch government on June 15, 2011 amounted to EUR 1.125 billion and included a premium of EUR 375 million. Including this repurchase Aegon had repurchased the full EUR 3 billion convertible core capital securities from the Dutch State. The total amount Aegon has paid to the Dutch State amounts to EUR 4.1 billion. Of this amount, EUR 3 billion covered the original issue of core capital securities, while an additional EUR 1.1 billion was paid in premium and interest.
On March 15, 2011 Vereniging Aegon exercised its option rights to purchase in aggregate 41,042,000 class B preferred shares at par value to correct dilution caused by Aegons issuance of shares conducted under Aegons US Shelf Registration through the sale of 173,604,912 common shares of Aegon N.V. at a price of EUR 5.20 per share in March 2011.
On March 15, 2011, Aegon repurchased 187.5 million of the convertible core capital securities. The total payment to the Dutch government on March 15, 2011 amounted to EUR 1.125 billion and included a premium of EUR 375 million.
On August 30, 2010, Aegon repurchased 125 million of the convertible core capital securities. The total payment to the Dutch government on August 30, 2010 amounted to EUR 563 million and included a premium for repurchase amounting to EUR 52 million and accrued interest from May 25, 2010 of EUR 11 million. This repurchase was in line with Aegons agreement with Vereniging Aegon and Vereniging Aegons agreement with the Dutch government as amended in August 2010.
In August 2010, the European Commission approved the capital support provided to Aegon by the Dutch State through Vereniging Aegon. The Commission gave its approval for the state support, but imposed a number of behavioral constraints on the company. These behavioral constraints expired with the full repurchase of the core capital securities and repayment of the Dutch State on June 15, 2011.
On November 30, 2009, Aegon redeemed EUR 1 billion in principal amount of those convertible core capital securities for EUR 1.15 billion and an amount of EUR 1 billion of the senior loan provided by the Dutch State through Vereniging Aegon was repaid.
On December 1, 2008, Aegon secured EUR 3 billion of convertible core capital securities from the Vereniging Aegon.
Aegon provides reinsurance, asset management and administrative services for employee benefit plans relating to pension and other post-employment benefits of Aegon employees. Certain post-employment insurance benefits are provided to employees in the form of insurance policies issued by affiliated insurance subsidiaries.
In the Netherlands, Aegon employees may make use of financing and insurance facilities for prices which are equivalent to the price available for agents. The benefit for Aegon employees is equivalent to the margin made by agents.
The Management Board, which assists the Executive Board in pursuing Aegons strategic goals, is formed by members of the Executive Board, and the CEOs of Aegon USA, Aegon The Netherlands, Aegon UK and Aegon Central & Eastern Europe. The total remuneration for the members of the Management Board over 2012 was EUR 13.8 million (2011: EUR 9.7 million), consisting of EUR 4.1 million (2011: EUR 3.5 million) fixed compensation, EUR 6.2 million (2011: EUR 3.7 million) variable compensation, EUR 0.6 million (2011: EUR 0.8 million) other benefits, EUR 2.3 million (2011: EUR 1.3 million) pension premiums, EUR nil (2011: EUR 0.4 million)
Annual Report on Form 20-F 2012 | 283 |
other long-term benefits, and EUR 0.6 million (2011: nil) one time 16% crisis tax was accrued for Dutch members of the Management Board.
Additional information on the remuneration and share-based compensation of members of the Executive Board and the remuneration of the Supervisory Board is disclosed in the sections below (all amounts in EUR 000, except where indicated otherwise).
Remuneration of active members of the Executive Board
This presentation-format differs from that of previous years. The information below reflects the compensation and various related expenses, as incurred in 2012. Under the new remuneration structure introduced in 2011 rewards are awarded (paid out, or vesting in the case of shares) over a number of years after a performance year. The changes in the remuneration-structure have made it more relevant to present rewards earned in a certain performance year instead of what was received in a certain year. Additional factors have been introduced as well, i.e. the crisis tax levy introduced by the Dutch Government in 2012 that is required to be included in this section.
Fixed compensation payments
2012 | 2011 | |||||||
Alexander R. Wynaendts |
1,049 | 962 | ||||||
Jan J. Nooitgedagt |
744 | 709 |
The Supervisory Board has adjusted the 2012 fixed compensation of the Executive Board members in order to reflect cost of living increases in line with that has been awarded to all staff in the Netherlands in previous years.
Conditional variable compensation awards
2012 | 2011 | |||||||
Alexander R. Wynaendts |
1,018 | 8181) | ||||||
Jan J. Nooitgedagt |
699 | 5321) |
1 | The performance related cash remuneration granted over 2011, payable in 2012, was waived by Mr. Wynaendts and Mr. Nooitgedagt (respectively EUR 164 and EUR 106). |
2012
Over the performance year 2012 Mr. Wynaendts was awarded EUR 1,018 in total conditional variable compensation. Mr. Nooitgedagt was awarded EUR 699.
Variable compensation is split 50/50 in a cash payment and an allocation of shares. Of the variable compensation related to performance year 2012 40% is payable in 2013. Accordingly, Mr. Wynaendts and Mr. Nooitgedagt will receive a cash payment of EUR 204 and EUR 140 respectively. The number of shares to be made available in 2013 related to performance year 2012 is 65,111 and 44,741 for Mr. Wynaendts and Mr. Nooitgedagt respectively, with the exception of shares sold to meet income tax obligations. To the vested shares a retention (holding) period is applicable for a further three years, before they are at the disposal of the Executive Board members.
The remaining part of variable compensation for the performance year 2012 (60%), for Mr. Wynaendts EUR 305 and 97,665 shares and for Mr. Nooitgedagt EUR 210 and 67,110 shares, is to be paid out in future years, subject to ex-post assessments, that may result in downward adjustments and may be subject to additional conditions being met. In each of the years 2014, 2015 and 2016, 20% of the total variable compensation over 2012 may be made available. Any payout will be split 50/50 in a cash payment and an allocation of shares vesting (with the exception of shares sold to meet income tax obligations). To the vested shares a retention (holding) period is applicable for a further three years, before they are at the disposal of the Executive Board members.
2011
Over the performance year 2011 Mr. Wynaendts was awarded EUR 818 in total conditional variable compensation. Mr. Nooitgedagt was awarded EUR 532.
Variable compensation was split 50/50 in a cash payment and an allocation of shares. Of the variable compensation related to performance year 2011 40% was payable in 2012. However, Mr. Wynaendts and Mr. Nooitgedagt both waived the cash payment of EUR 164 and EUR 106 respectively. The number of shares that was made available in 2012 related to performance year 2011 was 34,607 and 22,501 for Mr. Wynaendts and Mr. Nooitgedagt respectively, with the exception of shares sold to meet income tax obligations. To the vested shares a retention (holding) period is applicable for a further three years, before they are at the disposal of the Executive Board members.
284 | Notes to the consolidated financial statements of Aegon N.V. Note 53 |
The remaining part of variable compensation for the performance year 2011 (60%), for Mr. Wynaendts EUR 245 and 51,912 shares and for Mr. Nooitgedagt EUR 160 and 33,750 shares, is to be paid out in 2013 and following years, subject to ex-post assessments, that may result in downward adjustments and may be subject to additional conditions being met. In each of the years 2013, 2014 and 2015, 20% of the total variable compensation over 2011 may be made available. Any payout will be split 50/50 in a cash payment and an allocation of shares vesting (with the exception of shares sold to meet income tax obligations). To the vested shares a retention (holding) period is applicable for a further three years, before they are at the disposal of the Executive Board members.
The table below illustrates all the conditionally awarded cash and shares of the active members of the Executive Board (on the left side), and the years in which each component will be paid out and/or vest, subject to the conditions as mentioned (on the right side):
Reference period |
Conditional granted performance related remuneration | Timing of vesting, subject to targets and conditions | ||||||||||||||||||||||||||||||||||||||||||||
Shares | 2007 | 2008 | 2009 | 2010 | 2011 1 | 2012 2 | 2012 | 2013 | 2014 | 2015 | 2016 | |||||||||||||||||||||||||||||||||||
Alexander R. Wynaendts |
2007 | 18,506 | 3 | - | - | - | - | - | 9,253 | - | - | - | 9,253 | |||||||||||||||||||||||||||||||||
2009-2011 | - | - | 147,296 | 4 | - | - | - | 147,296 | - | - | - | - | ||||||||||||||||||||||||||||||||||
2010-2012 | - | - | - | 112,040 | 5 | - | - | - | 112,040 | 5 | - | - | - | |||||||||||||||||||||||||||||||||
2011 | - | - | - | - | 86,519 | - | 34,607 | 17,304 | 17,304 | 17,304 | - | |||||||||||||||||||||||||||||||||||
2012 | - | - | - | - | - | 162,776 | - | 65,111 | 32,555 | 32,555 | 32,555 | |||||||||||||||||||||||||||||||||||
Total number of shares | 18,506 | - | 147,296 | 112,040 | 86,519 | 162,776 | 191,156 | 194,455 | 49,859 | 49,859 | 41,808 | |||||||||||||||||||||||||||||||||||
Jan. J. Nooitgedagt |
2009-2011 | - | - | 96,663 | 4 | - | - | - | 96,663 | - | - | - | - | |||||||||||||||||||||||||||||||||
2010-2012 | - | - | - | 82,427 | 5 | - | - | - | 82,427 | 5 | - | - | - | |||||||||||||||||||||||||||||||||
2011 | - | - | - | - | 56,251 | - | 22,501 | 11,250 | 11,250 | 11,250 | - | |||||||||||||||||||||||||||||||||||
2012 | - | - | - | - | - | 111,851 | - | 44,741 | 22,370 | 22,370 | 22,370 | |||||||||||||||||||||||||||||||||||
Total number of shares | - | - | 96,663 | 82,427 | 56,251 | 111,851 | 119,164 | 138,418 | 33,620 | 33,620 | 22,370 | |||||||||||||||||||||||||||||||||||
Cash (in EUR) |
||||||||||||||||||||||||||||||||||||||||||||||
Alexander R. Wynaendts |
2007-2011 | 301,000 | 6 | - | - | 0 | 7 | 245,385 | 8 | - | 0 | 8 | 81,795 | 81,795 | 81,795 | - | ||||||||||||||||||||||||||||||
2012 | - | - | - | - | - | 508,840 | - | 203,536 | 101,768 | 101,768 | 101,768 | |||||||||||||||||||||||||||||||||||
Total cash | 301,000 | - | - | - | 245,385 | 508,840 | - | 285,331 | 183,563 | 183,563 | 101,768 | |||||||||||||||||||||||||||||||||||
Jan J. Nooitgedagt |
2007-2011 | - | - | - | 0 | 7 | 159,540 | 9 | - | 0 | 9 | 53,180 | 53,180 | 53,180 | - | |||||||||||||||||||||||||||||||
2012 | - | - | - | - | - | 349,646 | - | 139,859 | 69,929 | 69,929 | 69,929 | |||||||||||||||||||||||||||||||||||
Total cash | - | - | - | - | 159,540 | 349,646 | - | 193,039 | 123,109 | 123,109 | 69,929 |
1 | The number of shares is based on the share price at grant of EUR 4.727. |
2 | The number of shares is based on the share price at grant of EUR 3.126. |
3 | During the vesting period, dividend payments on these shares are deposited in blocked savings accounts on behalf of the executive members. For active members of the Executive Board 50% of the shares will vest in 2012 and 50% will vest in 2016. |
4 | These shares vested in 2012 and are subject to an additional two year holding period. |
5 | These shares vested in 2013 on basis of actual realized performance and are subject to an additional two year holding period. |
6 | Vested and paid out in 2008. |
7 | All performance related cash remuneration granted over 2010 was waived by both Mr. Wynaendts (EUR 317,000) and Mr. Nooitgedagt (EUR 233,000). |
8 | The performance related cash remuneration granted over 2011, payable in 2012, of EUR 163,591 was waived by Mr. Wynaendts. |
9 | The performance related cash remuneration granted over 2011, payable in 2012, of EUR 106,359 was waived by Mr. Nooitgedagt. |
Other benefits
2012 | 2011 | |||||||
Alexander R. Wynaendts |
111 | 110 | ||||||
Jan J. Nooitgedagt |
78 | 83 |
Other benefits concern non-monetary benefits (e.g. company car), social security contributions by the employer, and tax expenses borne by the Group.
Annual Report on Form 20-F 2012 | 285 |
Pension contributions
2012 | 2011 | |||||||||
Alexander R. Wynaendts |
1,228 | 654 | ||||||||
Jan J. Nooitgedagt |
458 | 183 |
The 2012 contribution for Mr. Wynaendts to the Aegon pension fund reflects the increase to his fixed salary. These backservice costs are negatively enhanced by the current low interest rate. Amounts include tax expenses borne by the Group. For Mr. Nooitgedagt, the defined benefit contribution equals 37% of his base salary; 2012 include costs related to previous years.
Total
In 2012 the Dutch Government introduced a special tax-levy for employers: the crisis tax (16% payable on salary expenses above EUR 150). This caused an increase of Aegons total remuneration expenses for Alexander R. Wynaendts (EUR 311) and Jan J. Nooitgedagt (EUR 173). The increased costs for pensions further contributed to a rise in overall costs. The resulting total amount of remuneration expenses for Alexander R. Wynaendts related to 2012 is EUR 3,717 (2011: EUR 2,544) and for Jan J. Nooitgedagt EUR 2,152 (2011: EUR 1,507).
Share options and interests in Aegon N.V. held by active members of the executive board
Year | |
Number of rights/options |
|
|
Number of rights/ options vested in |
|
|
Number of rights/ options exercised in |
|
|
Number of rights/ options expired/ forfeited in |
|
|
Number of rights/options |
|
|
Number of exercisable rights/options |
|
|
Exercise price EUR |
|
|||||||||||||
Alexander R. Wynaendts |
2005 | 34,132 | - | - | 34,132 | - | - | 9,91 | ||||||||||||||||||||||||||
2006 | 1 | 50,842 | - | - | - | - | 50,842 | 14,55 |
1 | These share options were exercisable till March 13, 2013. |
Shares held in Aegon at December 31, 2012 by Alexander R. Wynaendts and Jan J. Nooitgedagt amount to respectively 56,582 and 135,175. For each of the members of the Executive Board, the shares held in Aegon mentioned above do not exceed 1% of total outstanding share capital at the balance sheet date.
At the balance sheet date, Mr. Wynaendts had mortgage loans with Aegon totalling to EUR 1,485,292 with interest rates of 4.1%, 4.3%, 4.4% and 5.4%.
Remuneration of active and retired members of the Supervisory Board
in EUR | 2012 | 2011 | ||||||||
Robert J. Routs |
109,250 | 101,250 | ||||||||
Irving W. Bailey. II |
98,000 | 92,500 | ||||||||
Antony Burgmans |
87,000 | 75,000 | ||||||||
Shemaya Levy |
104,500 | 96,000 | ||||||||
Karla M.H. Peijs |
78,250 | 79,250 | ||||||||
Kornelis J. Storm |
83,000 | 74,500 | ||||||||
Ben van der Veer |
101,250 | 95,250 | ||||||||
Dirk P.M. Verbeek |
101,250 | 92,250 | ||||||||
Leo M. van Wijk |
86,250 | 78,250 | ||||||||
Total for active members |
848,750 | 784,250 | ||||||||
Arthur W.H. Docters van Leeuwen (as of April 22, 2009 up to July 31, 2011) |
- | 40,000 | ||||||||
Cecelia Kempler (up to February 15, 2011) |
- | 9,625 | ||||||||
Total |
848,750 | 833,875 |
286 | Notes to the consolidated financial statements of Aegon N.V. Note 54 |
Aegons Supervisory Board members are entitled to the following:
¿ | A base fee for membership of the Supervisory Board itself. No attendance fees are paid to members for the attendance of the regular Supervisory Board meetings (2012: 7 meetings, 2011: 6 meetings, 2010: 7 meetings); |
¿ | An attendance fee of EUR 3,000 for each Supervisory Board meeting, attended in person or by video- or telephone conference, other than one of the regular Supervisory Board meetings; |
¿ | A committee fee for members on each of the Supervisory Boards Committees; |
¿ | An attendance fee for each Committee meeting attended in person or through video- and telephone conferencing facilities. |
Not included in the table above is a premium for state health insurance paid on behalf of Dutch Supervisory Board members.
Common shares held by Supervisory Board members
Shares held in Aegon at December 31 | 2012 | 2011 | ||||||
Irving W. Bailey, II |
29,759 | 29,759 | ||||||
Karla M.H. Peijs |
1,400 | 1,400 | ||||||
Kornelis J. Storm |
238,897 | 226,479 | ||||||
Ben van der Veer |
1,450 | 1,407 | ||||||
Dirk P.M. Verbeek |
1,011 | 982 | ||||||
Total |
272,517 | 260,027 |
Shares held by Supervisory Board members are only disclosed for the period they have been part of the Supervisory Board.
54 Events after the balance sheet date
On March 8, 2013 the Attorney General (Procureur Generaal) issued advice to the Supreme Court regarding the KoersPlan case. For more details on this advice refer to Note 49 Commitments and contingencies.
On February 15, 2013, Aegon and Vereniging Aegon reached an agreement to exchange, subject to approval by the Annual General Meeting of Shareholders on May 15, 2013, all of Aegons preferred shares for cash and common shares (see also the section Major Shareholders for a description of the agreement reached).
After the acquisition of Unnim Banc by BBVA on July, 27 2012, Aegon has reached an agreement, on February 1, 2013, with BBVA to end the life, health and pension partnership with Unnim Banc and sell its 50% interest in the joint ventures to BBVA for a total consideration of EUR 353 million. The transaction is expected to be closed in Q2 2013 after obtaining regulatory approval. The sale is expected to result in a book gain of approximately EUR 105 million before tax. Aegons share in underlying earnings before tax of the joint venture totaled EUR 20 million in 2012.
On January 29, 2013 Aegon announced that it will take over Eurekos life insurance and pension business in Romania. The transaction is expected to close in the second half of 2013, pending regulatory approval. Eurekos Romanian life insurance portfolio and pension fund business will be integrated into the operations of Aegon Romania and into the governance and management structure of Aegon CEE.
The Hague, the Netherlands, March 20, 2013
Supervisory Board |
Executive Board | |
Robert J. Routs |
Alexander R. Wynaendts | |
Irving W. Bailey, II | Jan J. Nooitgedagt | |
Antony Burgmans | ||
Shemaya Levy | ||
Karla M.H. Peijs | ||
Kornelis J. Storm | ||
Ben van der Veer | ||
Dirk P.M. Verbeek | ||
Leo M. van Wijk |
Annual Report on Form 20-F 2012 | 287 |
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Annual Report on Form 20-F 2012 | 289 |
Table of contents
Financial statements of Aegon N.V. | Other information | |||||||||||
290 | 306 | |||||||||||
291 | 307 | |||||||||||
Notes to the financial statements | ||||||||||||
292 | ||||||||||||
292 | ||||||||||||
295 | ||||||||||||
295 | ||||||||||||
296 | ||||||||||||
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298 | ||||||||||||
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302 | ||||||||||||
302 | ||||||||||||
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303 | ||||||||||||
303 | ||||||||||||
304 |
290
|
Financial statements of Aegon N.V. |
I ncome statement of Aegon N.V.
For the year ended December 31
Amounts in EUR million | 2012 | 2011 | ||||||
Net income / (loss) group companies |
1,462 | 956 | ||||||
Other income / (loss) |
69 | (87 | ) | |||||
Net income / (loss) |
1,531 | 869 |
Annual Report on Form 20-F 2012 | 291 |
Statement of financial position of Aegon N.V.
As at December 31
Before profit appropriation, amounts in EUR million | Note | 2012 | 2011 | |||||||||||
Investments | ||||||||||||||
Shares in group companies |
3 | 25,582 | 21,352 | |||||||||||
Loans to group companies |
4 | 4,379 | 5,457 | |||||||||||
Other investments |
5 | 240 | 281 | |||||||||||
30,201 | 27,090 | |||||||||||||
Receivables | 6 | |||||||||||||
Receivables from group companies |
2,634 | 2,875 | ||||||||||||
Other receivables |
72 | 4 | ||||||||||||
2,706 | 2,879 | |||||||||||||
Other assets | ||||||||||||||
Cash and cash equivalents |
1,583 | 1,300 | ||||||||||||
Deferred tax asset |
19 | 71 | ||||||||||||
Other |
7 | 333 | 162 | |||||||||||
1,935 | 1,533 | |||||||||||||
Prepayments and accrued income | ||||||||||||||
Accrued interest and rent |
55 | 48 | ||||||||||||
Total assets |
34,897 | 31,550 | ||||||||||||
Shareholders equity |
||||||||||||||
Share capital |
8 | 319 | 310 | |||||||||||
Paid-in surplus |
9 | 8,780 | 8,787 | |||||||||||
Revaluation account |
9 | 6,445 | 3,634 | |||||||||||
Legal reserves - foreign currency translation reserve |
9 | (1,023) | (910 | ) | ||||||||||
Legal reserves in respect of group companies |
9 | 4,453 | 3,285 | |||||||||||
Retained earnings, including treasury shares |
9 | 4,125 | 5,025 | |||||||||||
Net income / (loss) |
9 | 1,531 | 869 | |||||||||||
24,630 | 21,000 | |||||||||||||
Other equity instruments |
10 | 5,018 | 4,720 | |||||||||||
Total equity |
29,648 | 25,720 | ||||||||||||
Subordinated borrowings |
11 | 42 | - | |||||||||||
Long-term borrowings |
12 | 2,850 | 3,319 | |||||||||||
Short-term borrowings |
13 | 431 | 889 | |||||||||||
Other liabilities |
14 | |||||||||||||
Loans from group companies |
282 | 228 | ||||||||||||
Payables to group companies |
1,082 | 951 | ||||||||||||
Other |
483 | 325 | ||||||||||||
1,847 | 1,504 | |||||||||||||
Accruals and deferred income |
79 | 118 | ||||||||||||
Total equity and liabilities |
34,897 | 31,550 |
292 | Financial statements of Aegon N.V. Note 1 |
Notes to the financial statements
Aegon N.V., incorporated and domiciled in the Netherlands, is a public limited liability company organized under Dutch law and recorded in the Commercial Register of The Hague under its registered address at Aegonplein 50, 2591 TV, The Hague, the Netherlands. Aegon N.V. serves as the holding company for the Aegon Group and has listings of its common shares in Amsterdam and New York.
Aegon N.V. (or the company), its subsidiaries and its proportionally consolidated joint ventures (Aegon or the Group) have life insurance and pensions operations in over twenty countries in the Americas, Europe and Asia and are also active in savings and asset management operations, accident and health insurance, general insurance and to a limit extent banking operations. Headquarters are located in The Hague, the Netherlands. The Group employs approximately 24,500 people worldwide (2011: 25,000).
2 Summary of significant accounting policies
2.1 Basis of preparation
The financial statements have been prepared in accordance with accounting principles in the Netherlands as embodied in Part 9 of Book 2 of the Netherlands Civil Code. Based on article 2:362.8 of the Netherlands Civil Code, the valuation principles applied are based on International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS), as used for the preparation of the consolidated financial statements of the Group.
With regard to the income statement of Aegon N.V., article 402, Part 9 of Book 2 of the Netherlands Civil Code has been applied, allowing a simplified format.
2.2 Foreign exchange translation
Aegon N.V.s financial statements are prepared in euros, which is also Aegon N.V.s functional currency. The euro is also the currency of the primary economic environment in which Aegon N.V. operates. Each company in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Transactions in foreign currencies are translated to the functional currency using the exchange rates prevailing at the date of the transaction.
At the balance sheet date monetary assets, monetary liabilities and own equity instruments in foreign currencies are translated to the functional currency at the closing rate of exchange prevailing on that date. Non-monetary items carried at cost are translated using the exchange rate at the date of the transaction, whilst assets carried at fair value are translated at the exchange rate when the fair value was determined.
Exchange differences on monetary items are recognized in the income statement when they arise, except when they are deferred in equity as a result of a qualifying cash flow or net investment hedge. Exchange differences on non-monetary items carried at fair value are recognized in equity or the income statement, consistently with other gains and losses on these items.
2.3 Offsetting of assets and liabilities
Financial assets and liabilities are offset in the statement of financial position when Aegon N.V. has a legally enforceable right to offset and has the intention to settle the asset and liability on a net basis or simultaneously.
2.4 Investments
The group companies are stated at their net asset value, determined on the basis of IFRS as applied in the consolidated financial statements of the Group. For details on the accounting policies applied for the group companies refer to the consolidated financial statements.
Other investments are financial assets recognized on the trade date when the Group becomes a party to the contractual provisions of the instrument and are classified for accounting purposes depending on the characteristics of the instruments and the purpose for which they were purchased. They are initially recognized at fair value excluding interest accrued to date plus, in the case of a financial asset not at fair value through profit or loss, any directly attributable incremental transaction costs.
Available-for-sale assets are recorded at fair value with unrealized changes in fair value recognized in equity.
Annual Report on Form 20-F 2012 | 293 |
The fair value of an asset is the amount for which it could be exchanged between knowledgeable, willing parties in an arms length transaction. For quoted financial assets for which there is an active market, the fair value is the bid price at the balance sheet date. In the absence of an active market, fair value is estimated by using present value based or other valuation techniques. Where discounting techniques are applied, the discount rate is based on current market rates applicable to financial instruments with similar characteristics. The valuation techniques that include non-market observable inputs can result in a different outcome than the actual transaction price at which the asset was acquired. Such differences are not recognized in the income statement immediately but are deferred. They are released over time to the income statement in line with the change in factors (including time) that market participants would consider in setting a price for the asset. Interest accrued to date is not included in the fair value of the financial asset.
Financial assets that are lent to a third party or that are transferred subject to a repurchase agreement at a fixed price are not derecognized as the Group retains substantially all the risks and rewards of the asset. A liability is recognized for cash collateral received, on which interest is accrued.
A security that has been received under a borrowing or reverse repurchase agreement is not recognized as an asset. A receivable is recognized for any related cash collateral paid by Aegon. The difference between sale and repurchase price is treated as investment income. If the Group subsequently sells that security, a liability to repurchase the asset is recognized and initially measured at fair value.
With the exception of cash collateral, assets received as collateral are not separately recognized as an asset until the financial asset they secure is foreclosed. When cash collateral is recognized, a liability is recorded for the same amount.
2.5 Derivatives
All derivatives are recognized on the statement of financial position at fair value. All changes in fair value are recognized in the income statement, unless the derivative has been designated as a hedging instrument in a cash flow hedge or a hedge of a net foreign investment. Derivatives with positive fair values are reported as other assets and derivatives with negative values are reported as other liabilities.
2.6 Cash and cash equivalents
Cash comprises cash at banks and in-hand. Cash equivalents are short-term highly liquid investments with original maturities of three months or less that are readily convertible to known cash amounts, are subject to insignificant risks of changes in value and are held for the purpose of meeting short-term cash requirements. Money market investments that are held for investment purposes (backing insurance liabilities, investment liabilities or equity based on asset liability management considerations) are not included in cash and cash equivalents but are presented as investment or investment for account of policyholders.
2.7 Other assets and receivables
Other assets include fixed assets, derivatives with positive fair values, other receivables and prepaid expenses. Other receivables are recognized at fair value and are subsequently measured at amortized cost.
2.8 Impairment of assets
An asset is impaired if the carrying amount exceeds the amount that would be recovered through its use or sale. Tangible, intangible and financial assets, if not held at fair value through profit or loss, are tested for impairment when there are indications that the asset may be impaired. Irrespective of the indications, goodwill and other intangible assets that are not amortized are tested at least annually. For assets denominated in a foreign currency, a decline in the foreign exchange rates is considered an indication of impairment.
2.9 Equity
Financial instruments that are issued by the company are classified as equity if they represent a residual interest in the assets of the company after deducting all of its liabilities and the company has an unconditional right to avoid delivering cash or another financial asset to settle its contractual obligation. In addition to common shares and preferred shares, the company has issued perpetual securities. Perpetual securities have no final maturity date, repayment is at the discretion of Aegon and for junior perpetual capital securities Aegon has the option to defer coupon payments at its discretion. The perpetual capital securities are classified as equity rather than debt, are measured at par and those that are denominated in US dollars are translated into euro using historical exchange rates.
294 | Financial statements of Aegon N.V. Note 2 |
Non-cumulative subordinated notes are identified as a compound instrument due to the nature of this financial instrument. For these non-cumulative subordinated notes, Aegon has an unconditional right to avoid delivering cash or another financial asset to settle the coupon payments. The repayment of the principal is however not at the discretion of Aegon and therefore Aegon has a contractual obligation to settle the repayment in cash or another financial asset or through the exchange of financial assets and liabilities at potentially unfavorable conditions for Aegon. Compound instruments are separated into liability components and equity components. The liability component for the non-cumulative subordinated notes is equal to the present value of the redemption amount and subsequently carried at amortized cost using the effective interest rate method. The liability component is derecognized when the Groups obligation under the contract expires, is discharged or is cancelled. The equity component is assigned the residual amount after deducting the liability component from the fair value of the instrument as a whole. The equity component in US dollars is translated into euro using historical exchange rates.
Incremental external costs that are directly attributable to the issuing or buying back of own equity instruments are recognized in equity, net of tax. For compound instruments incremental external costs that are directly attributable to the issuing or buying back of the compound instruments are recognized proportionate to the equity component and liability component, net of tax.
Dividends and other distributions to holders of equity instruments are recognized directly in equity, net of tax. A liability for non-cumulative dividends payable is not recognized until the dividends have been declared and approved.
Revaluation account includes unrealized gains and losses on available-for-sales assets and the positive changes in value that have been recognized in net income / (loss) relating to investments (including real estate) and which do not have a frequent market listing.
Legal reserves in respect of group companies include net increases in net asset value of subsidiaries and associates since their first inclusion, less any amounts that can be distributed without legal restrictions.
Treasury shares are own equity instruments reacquired by the Group. They are deducted from shareholders equity, regardless of the objective of the transaction. No gain or loss is recognized in the income statement on the purchase, sale, issue or cancellation of the instruments. If sold, the difference between the carrying amount and the proceeds is reflected in retained earnings. The consideration paid or received is recognized directly in shareholders equity. All treasury shares are eliminated in the calculation of earnings per share and dividend per common share.
2.10 Borrowings
A financial instrument issued by the company is classified as a liability if the contractual obligation must be settled in cash or another financial asset or through the exchange of financial assets and liabilities at potentially unfavorable conditions for the company.
Borrowings are initially recognized at their fair value including directly attributable transaction costs and are subsequently carried at amortized cost using the effective interest rate method, with the exception of specific borrowings that are designated as at fair value through profit or loss to eliminate, or significantly reduce, an accounting mismatch, or specific borrowings which are carried as at fair value through the profit and loss as part of a fair value hedge relationship. The liability is derecognized when the companys obligation under the contract expires or is discharged or cancelled.
Borrowings include the liability component of non-cumulative subordinated notes. These notes are identified as a compound instrument due to the nature of this financial instrument. Compound instruments are separated into equity components and liability components. The liability component for the non-cumulative subordinated notes is related to the redemption amount. For further information on accounting policy of the non-cumulative subordinated notes refer to note 2.9.
2.11 Contingent assets and liabilities
Contingent assets are disclosed in the notes if the inflow of economic benefits is probable, but not virtually certain. When the inflow of economic benefits becomes virtually certain, the asset is no longer contingent and its recognition is appropriate.
A provision is recognized for present legal or constructive obligations arising from past events, when it is probable that it will result in an outflow of economic benefits and the amount can be reliably estimated. If the outflow of economic benefits is not probable, a contingent liability is disclosed, unless the possibility of an outflow of economic benefits is remote.
Annual Report on Form 20-F 2012 | 295 |
2.12 Events after the balance sheet date
The financial statements are adjusted to reflect events that occurred between the balance sheet date and the date when the financial statements are authorized for issue, provided they give evidence of conditions that existed at the balance sheet date.
Events that are indicative of conditions that arose after the balance sheet date are disclosed, but do not result in an adjustment of the financial statements themselves.
2012 | 2011 | |||||||
At January 1 |
21,352 | 16,894 | ||||||
Capital contributions and acquisitions |
4,363 | 981 | ||||||
Divestments and capital repayments |
(361) | - | ||||||
Dividend received |
(3,767) | (255) | ||||||
Net income / (loss) for the financial year |
1,462 | 956 | ||||||
Revaluations |
2,533 | 2,776 | ||||||
At December 31 |
25,582 | 21,352 |
For a list of names and locations of the most important group companies, refer to note 52 of the consolidated financial statements of the Group. The legally required list of participations as set forth in article 379 of Book 2 of the Netherlands Civil Code has been registered with the Commercial Register of The Hague.
2012 | 2011 | |||||||
Loans to group companies - long-term | ||||||||
At January 1 |
4,110 | 5,159 | ||||||
Additions / (repayments) |
(894) | (820) | ||||||
Other changes |
(10) | (229) | ||||||
At December 31 | 3,206 | 4,110 | ||||||
Loans to group companies - short-term | ||||||||
At January 1 |
1,347 | 1,692 | ||||||
Additions / (repayments) |
(182) | (400) | ||||||
Other changes |
8 | 55 | ||||||
At December 31 |
1,173 | 1,347 | ||||||
Total |
4,379 | 5,457 |
296 | Financial statements of Aegon N.V. Note 5 |
Shares - AFS |
|
Money market and other short-term investments FVTPL1) |
|
Total | ||||||||
At January 1, 2012 |
11 | 270 | 281 | |||||||||
Additions |
7 | 140 | 147 | |||||||||
Disposals |
(16 | ) | (170 | ) | (186) | |||||||
Revaluations |
(2 | ) | - | (2) | ||||||||
At December 31, 2012 |
- | 240 | 240 | |||||||||
At January 1, 2011 |
- | 100 | 100 | |||||||||
Additions |
24 | 335 | 359 | |||||||||
Disposals |
(11 | ) | (165 | ) | (176) | |||||||
Revaluations |
(2 | ) | - | (2) | ||||||||
At December 31, 2011 |
11 | 270 | 281 |
1 | Fair value through profit or loss. |
The money market and other short-term investments fully consist of investments in money market funds.
Receivables from group companies and other receivables have a maturity of less than one year. Other receivables include an income tax receivable of EUR 59 million (2011: payable of EUR 206 million).
Aegon N.V., together with certain of its subsidiaries, is part of a tax grouping for Dutch corporate income tax purposes. The members of the fiscal entity are jointly and severally liable for any taxes receivable or payable by the Dutch tax grouping.
Other assets include derivatives with positive fair values of EUR 330 million (2011: EUR 158 million).
Issued and outstanding | 2012 | 2011 | ||||||
Common shares |
236 | 229 | ||||||
Preferred shares A |
53 | 53 | ||||||
Preferred shares B |
30 | 28 | ||||||
Total share capital |
319 | 310 | ||||||
Authorized | 2012 | 2011 | ||||||
Common shares |
360 | 360 | ||||||
Preferred shares A |
125 | 125 | ||||||
Preferred shares B |
125 | 125 | ||||||
At December 31 |
610 | 610 | ||||||
Par value in cents per share | 2012 | 2011 | ||||||
Common shares |
12 | 12 | ||||||
Preferred shares A |
25 | 25 | ||||||
Preferred shares B |
25 | 25 |
Annual Report on Form 20-F 2012 | 297 |
All issued common and preferred shares are fully paid. Repayment of capital can only be initiated by the Executive Board, is subject to approval of the Supervisory Board and must be resolved by the General Meeting of Shareholders. Moreover, repayment on preferred shares needs approval of the related shareholders. There are restrictions on the amount of funds that companies within the Group may transfer in the form of cash dividends or otherwise to the parent company. These restrictions stem from solvency and legal requirements. Refer to note 47 to the consolidated financial statements of the Group for a description of these requirements.
Vereniging Aegon, based in The Hague, holds all of the issued preferred shares. Vereniging Aegon, in case of an issuance of shares by Aegon N.V., may purchase as many class B preferred shares as would enable Vereniging Aegon to prevent or correct dilution to below its actual percentage of voting shares, unless Vereniging Aegon as a result of exercising these option rights would increase its voting power to more than 33%. Class B preferred shares will then be issued at par value (EUR 0.25), unless a higher issue price is agreed.
Aegon N.V. and Vereniging Aegon have entered into a preferred shares voting rights agreement, pursuant to which Vereniging Aegon has voluntarily waived its right to cast 25/12 vote per class A or class B preferred share. Instead, Vereniging Aegon has agreed to exercise one vote only per preferred share, except in the event of a special cause, such as the acquisition of a 15% interest in Aegon N.V., a tender offer for Aegon N.V. shares or a proposed business combination by any person or group of persons, whether individually or as a group, other than in a transaction approved by the Executive Board and Supervisory Board. If, in its sole discretion, Vereniging Aegon determines that a special cause has occurred, Vereniging Aegon will notify the General Meeting of Shareholders and retain its right to exercise the full voting power of 25/12 vote per preferred share for a limited period of six months.
In 2012, Vereniging Aegon exercised its option rights to purchase in aggregate 8,021,000 class B preferred shares at par value to correct the dilution caused by the issuance of shares as a result of distribution of dividend in the form of stock.
The following table shows the movement during the year in the number of common shares:
Number of common shares | 2012 | 2011 | ||||||
At January 1 |
1,909,654,051 | 1,736,049,139 | ||||||
Shares issued |
- | 173,604,912 | ||||||
Share dividend | 62,375,544 | - | ||||||
At December 31 | 1,972,029,595 | 1,909,654,051 |
The weighted average number of EUR 0.12 common shares for 2012 was 1,907,382,542 (2011: 1,851,813,352).
The shares repurchased by Aegon, although included in the issued and outstanding number of shares, are excluded from the calculation of the weighted average number of shares. The number has been adjusted for share dividend.
Long term incentive plan, share appreciation rights and share options
For detailed information on the long term incentive plan, share appreciation rights and share options granted to senior executives and other Aegon employees, refer to note 14 to the consolidated financial statements of the Group.
Board remuneration
Detailed information on remuneration of active and retired members of the Executive Board including their share and share option rights, remuneration of active and retired members of the Supervisory Board along with information about shares held in Aegon by the members of the Boards is included in note 53 to the consolidated financial statements of the Group.
298 | Financial statements of Aegon N.V. Note 9 |
Share capital |
Paid-in surplus |
Revaluation account |
Legal reserves FCTR |
Legal reserves group companies |
Retained earnings |
Treasury shares |
Net income/ (loss) |
Total | ||||||||||||||||||||||||||||
At January 1, 2012 |
310 | 8,787 | 3,634 | (910 | ) | 3,285 | 5,277 | (252 | ) | 869 | 21,000 | |||||||||||||||||||||||||
Net income 2011 retained |
- | - | - | - | - | 869 | - | (869 | ) | - | ||||||||||||||||||||||||||
Net income 2012 | - | - | - | - | - | - | - | 1,531 | 1,531 | |||||||||||||||||||||||||||
Total net income / (loss) | - | - | - | - | - | 869 | - | 662 | 1,531 | |||||||||||||||||||||||||||
Foreign currency translation differences and movement in foreign investment hedging reserves |
- | - | - | (113 | ) | - | - | - | - | (113) | ||||||||||||||||||||||||||
Changes in revaluation subsidiaries |
- | - | 2,599 | - | - | - | - | - | 2,599 | |||||||||||||||||||||||||||
Transfer to legal reserve |
- | - | 193 | - | 1,168 | (1,339 | ) | - | - | 22 | ||||||||||||||||||||||||||
Other | - | - | 19 | - | - | (24 | ) | - | - | (5) | ||||||||||||||||||||||||||
Other comprehensive income / (loss) | - | - | 2,811 | (113 | ) | 1,168 | (1,363 | ) | - | - | 2,503 | |||||||||||||||||||||||||
Shares issued |
2 | - | - | - | - | - | - | - | 2 | |||||||||||||||||||||||||||
Dividend common shares |
7 | (7 | ) | - | - | - | (148 | ) | - | - | (148) | |||||||||||||||||||||||||
Dividend preferred shares |
- | - | - | - | - | (59 | ) | - | - | (59) | ||||||||||||||||||||||||||
Treasury shares |
- | - | - | - | - | (6 | ) | 9 | - | 3 | ||||||||||||||||||||||||||
Dividend withholding tax reduction |
- | - | - | - | - | 3 | - | - | 3 | |||||||||||||||||||||||||||
Coupons and premium on convertible core capital securities and coupon on perpetual securities, net of tax |
- | - | - | - | - | (195 | ) | - | - | (195) | ||||||||||||||||||||||||||
Other | - | - | - | - | - | (10 | ) | - | - | (10) | ||||||||||||||||||||||||||
Changes in equity from relation with shareholders | 9 | (7 | ) | - | - | - | (415 | ) | 9 | - | (404) | |||||||||||||||||||||||||
At December 31, 2012 | 319 | 8,780 | 6,445 | (1,023 | ) | 4,453 | 4,368 | (243 | ) | 1,531 | 24,630 |
Annual Report on Form 20-F 2012 | 299 |
Share capital |
Paid-in surplus |
Revaluation account |
Legal reserves FCTR |
Legal reserves group companies |
Retained earnings |
Treasury shares |
Net income/ (loss) |
Total | ||||||||||||||||||||||||||||
At January 1, 2011 |
278 | 7,906 | 1,168 | (1,307 | ) | 3,690 | 4,086 | (252 | ) | 1,759 | 17,328 | |||||||||||||||||||||||||
Net income 2010 retained |
- | - | - | - | - | 1,759 | - | (1,759 | ) | - | ||||||||||||||||||||||||||
Net income 2011 | - | - | - | - | - | - | - | 869 | 869 | |||||||||||||||||||||||||||
Total net income / (loss) | - | - | - | - | - | 1,759 | - | (890 | ) | 869 | ||||||||||||||||||||||||||
Foreign currency translation differences and movement in foreign investment hedging reserves |
- | - | - | 397 | - | - | - | - | 397 | |||||||||||||||||||||||||||
Changes in revaluation subsidiaries |
- | - | 2,506 | - | - | - | - | - | 2,506 | |||||||||||||||||||||||||||
Transfer to legal reserve |
- | - | (40 | ) | - | (405 | ) | 427 | - | - | (18) | |||||||||||||||||||||||||
Other | - | - | - | - | - | 4 | - | - | 4 | |||||||||||||||||||||||||||
Other comprehensive income / (loss) | - | - | 2,466 | 397 | (405 | ) | 431 | - | - | 2,889 | ||||||||||||||||||||||||||
Shares issued |
32 | 881 | - | - | - | - | - | - | 913 | |||||||||||||||||||||||||||
Dividend preferred shares |
- | - | - | - | - | (59 | ) | - | - | (59) | ||||||||||||||||||||||||||
Coupons and premium on convertible core capital securities and coupon on perpetual securities, net of tax |
- | - | - | - | - | (927 | ) | - | - | (927) | ||||||||||||||||||||||||||
Other | - | - | - | - | - | (13 | ) | - | - | (13) | ||||||||||||||||||||||||||
Changes in equity from relation with shareholders | 32 | 881 | - | - | - | (999 | ) | - | - | (86) | ||||||||||||||||||||||||||
At December 31, 2011 | 310 | 8,787 | 3,634 | (910 | ) | 3,285 | 5,277 | (252 | ) | 869 | 21,000 |
The balance of the revaluation account, which includes revaluation reserves for real estate and investments that do not have a frequent market listing, consists for EUR 9,844 million (2011: EUR 7,893 million) of items with positive revaluation and for EUR (960) million of items with negative revaluation (2011: EUR (1,699) million).
The revaluation account and legal reserves, foreign currency translation reserve and other, can not be freely distributed. In case of negative balances for individual reserves legally to be retained, no distributions can be made out of retained earnings to the level of these negative amounts.
Certain of Aegons subsidiaries, principally insurance companies, are subject to restrictions on the amounts of funds they may transfer in the form of cash dividends or otherwise to their parent companies. There can be no assurance that these restrictions will not limit or restrict Aegon in its ability to pay dividends in the future.
OPTAS N.V., an indirect subsidiary of Aegon N.V., holds statutory reserves of EUR 981 million (2011: EUR 936 million) which are restricted. Included in Aegon N.V.s legal reserves is an amount of EUR 441 million related to OPTAS N.V. which represents the increase in statutory reserves since the acquisition of OPTAS N.V. by Aegon (2011: EUR 396 million). The statutory reserves of OPTAS N.V. are linked to the acquired negative goodwill related to OPTAS N.V. at acquisition date.
300 | Financial statements of Aegon N.V. Note 10 |
On the balance sheet date Aegon N.V. and its subsidiaries held 28,713,730 of its own common shares with a face value of EUR 0.12 each. Most of the shares have been purchased to neutralize the dilution effect of issued share dividend and to hedge share based payment plans for executives and employees. Movements in the number of repurchased own shares held by Aegon N.V. were as follows:
2012 | 2011 | |||||||
At January 1 |
27,503,300 | 27,520,071 | ||||||
Transactions in 2012: | ||||||||
Sale: 1 transaction, price EUR 3.52 |
(9,533) | - | ||||||
Sale: 1 transaction, price EUR 3.36 |
(512,613) | - | ||||||
Transactions in 2011: | ||||||||
Sale: 1 transaction, price EUR 5.39 | - | (16,771) | ||||||
At December 31 | 26,981,154 | 27,503,300 |
As part of their insurance and investment operations, subsidiaries within the Group also hold Aegon N.V. common shares, both for their own account and for account of policyholders. These shares have been treated as treasury shares and are included at their consideration paid or received.
2012 | 2011 | |||||||||||||||
Number of shares |
Consideration | Number of shares |
Consideration | |||||||||||||
Held by Aegon N.V. |
26,981,154 | 228 | 27,503,300 | 235 | ||||||||||||
Held by subsidiaries | 1,732,576 | 15 | 1,862,680 | 17 | ||||||||||||
Total at December 31 | 28,713,730 | 243 | 29,365,980 | 252 |
The consideration for the related shares is deducted from or added to the retained earnings.
Junior perpetual capital securities |
Perpetual cumulative subordinated bonds |
Share options and incentive plans 1 |
Non-cumulative subordinated notes |
Total | ||||||||||||||||
At January 1, 2012 |
4,192 | 453 | 75 | - | 4,720 | |||||||||||||||
Issuance of non-cumulative subordinated notes |
- | - | - | 271 | 271 | |||||||||||||||
Share options cost incurred |
- | - | 32 | - | 32 | |||||||||||||||
Share options forfeited | - | - | (5) | - | (5) | |||||||||||||||
At December 31, 2012 | 4,192 | 453 | 102 | 271 | 5,018 | |||||||||||||||
At January 1, 2011 |
4,192 | 453 | 59 | - | 4,704 | |||||||||||||||
Share options cost incurred |
- | - | 20 | - | 20 | |||||||||||||||
Share options forfeited | - | - | (4) | - | (4) | |||||||||||||||
At December 31, 2011 | 4,192 | - | 75 | - | 4,720 | |||||||||||||||
At January 1, 2010 |
4,192 | 453 | 64 | - | 4,709 | |||||||||||||||
Share options cost incurred |
- | - | 7 | - | 7 | |||||||||||||||
Share options forfeited | - | - | (12) | - | (12) | |||||||||||||||
At December 31, 2010 | 4,192 | 453 | 59 | - | 4,704 |
Annual Report on Form 20-F 2012 | 301 |
Junior perpetual capital securities |
Coupon rate | Coupon date, as of | Year of next call | 2012 | 2011 | 2010 | ||||||||||||||||||
USD 500 million |
6.50% | Quarterly, December 15 | 2013 | 424 | 424 | 424 | ||||||||||||||||||
USD 250 million |
floating LIBOR rate | 1 | Quarterly, December 15 | 2013 | 212 | 212 | 212 | |||||||||||||||||
USD 550 million |
6.875% | Quarterly, September 15 | 2013 | 438 | 438 | 438 | ||||||||||||||||||
EUR 200 million |
6.00% | Annually, July 21 | 2013 | 200 | 200 | 200 | ||||||||||||||||||
USD 1,050 million |
7.25% | Quarterly, December 15 | 2013 | 745 | 745 | 745 | ||||||||||||||||||
EUR 950 million |
floating DSL rate | 2 | Quarterly, July 15 | 2014 | 950 | 950 | 950 | |||||||||||||||||
USD 500 million |
floating CMS rate | 3 | Quarterly, July 15 | 2014 | 402 | 402 | 402 | |||||||||||||||||
USD 1 billion | 6.375% | Quarterly, June 15 | 2015 | 821 | 821 | 821 | ||||||||||||||||||
At December 31 | 4,192 | 4,192 | 4,192 |
1 | The coupon of the USD 250 million junior perpetual capital securities is reset each quarter based on the then prevailing three-month LIBOR yield plus a spread of 87.5 basis points, with a minimum of 4%. |
2 | The coupon of the EUR 950 million junior perpetual capital securities is reset each quarter based on the then prevailing ten-year Dutch government bond yield plus a spread of ten basis points, with a maximum of 8%. |
3 | The coupon of the USD 500 million junior perpetual capital securities is reset each quarter based on the then prevailing ten-year US dollar interest rate swap yield plus a spread of ten basis points, with a maximum of 8.5%. |
The interest rate exposure on some of these securities has been swapped to a three-month LIBOR and/or EURIBOR based yield.
The securities have been issued at par. The securities have subordination provisions and rank junior to all other liabilities. The conditions of the securities contain certain provisions for optional and required coupon payment deferral and mandatory coupon payment events. Although the securities have no stated maturity, Aegon has the right to call the securities for redemption at par for the first time on the coupon date in the years as specified, or on any coupon payment date thereafter.
Perpetual cumulative subordinated bonds |
Coupon rate | Coupon date, as of | Year of next call | 2012 | 2011 | 2010 | ||||||||||||||||||
EUR 114 million |
4.156% | 1, 4 | June 8 | 2015 | 114 | 114 | 114 | |||||||||||||||||
EUR 136 million |
5.185% | 2, 4 | October 14 | 2018 | 136 | 136 | 136 | |||||||||||||||||
EUR 203 million | 4.260% | 3, 4 | March 4 | 2021 | 203 | 203 | 203 | |||||||||||||||||
At December 31 | 453 | 453 | 453 |
1 | The coupon of the EUR 114 million bonds was originally set at 8% until June 8, 2005. Subsequently, the coupon has been reset at 4.156% until 2015. |
2 | The coupon of the EUR 136 million bonds was originally set at 7.25% until October 14, 2008. Subsequently, the coupon has been reset at 5.185% until October 14, 2018. |
3 | The coupon of the EUR 203 million bonds was originally set at 7.125% until March 4, 2011. Subsequently, the coupon has been reset at 4.26% until March 4, 2021. |
4 | If the bonds are not called on the respective call dates and after consecutive period of ten years, the coupons will be reset at the then prevailing effective yield of ten-year Dutch government securities plus a spread of 85 basis points. |
The bonds have the same subordination provisions as dated subordinated debt. In addition, the conditions of the bonds provide for interest deferral and for the availability of principal amounts to meet losses. Although the bonds have no stated maturity, Aegon has the right to call the bonds for redemption at par for the first time on the coupon date in the years as specified.
Non-cumulative subordinated notes |
Coupon rate | Coupon date, as of | Year of next call | 2012 | 2011 | 2010 | ||||||||||||||||||
USD 525 million | 8% | Quarterly, February 15 | 2017 | 271 | - | - | ||||||||||||||||||
At December 31 | 271 | - | - |
On February 7, 2012, Aegon issued USD 525 million in aggregate principal amount of 8.00% non-cumulative subordinated notes, due 2042, in an underwritten public offering in the United States registered with the U.S. Securities and Exchange Commission. The subordinated notes bear interest at a fixed rate of 8.00% and have been priced at 100% of their principal amount. Any cancelled interest payment will not be cumulative.
302 | Financial statements of Aegon N.V. Note 11 |
The securities are subordinated and rank senior to the junior perpetual capital securities, equally with the perpetual cumulative subordinated bonds and junior to all other liabilities. The conditions of the securities contain certain provisions for optional and required cancellation of interest payments. The securities have a maturity of 30 years, however Aegon has the right to call the securities for redemption at par for the first time on the coupon date in 2017, or on any coupon payment date thereafter.
The interest cash flows on substantially all of these securities has been swapped to an EURIBOR based interest rate.
These notes are recognized as a compound instrument due to the nature of this financial instrument. Compound instruments are separated into an equity component and liability component. At December 31, 2012 the equity component amounts to EUR 271 million, subordinated borrowings amounts to EUR 42 million and a deferred tax liability amounting to EUR 89 million.
The proceeds from the issuance of the subordinated notes are used for general corporate purposes.
Refer to note 11 for details of the component classified as subordinated borrowings.
Subordinated borrowings include the liability component of the non-cumulative subordinated notes. The liability component for the non-cumulative subordinated notes is related to the redemption amount. For further information on the non-cumulative subordinated notes refer to note 10.
2012 | 2011 | |||||||
Remaining terms less than 1 year |
569 | 999 | ||||||
Remaining terms 1 - 5 years |
1,408 | 1,477 | ||||||
Remaining terms 5 - 10 years |
82 | 75 | ||||||
Remaining terms over 10 years | 791 | 768 | ||||||
At December 31 | 2,850 | 3,319 |
The repayment periods of borrowings vary from within one year up to a maximum of 28 years. The interest rates vary from 3.000% to 6.625% per annum. The market value of the long-term borrowings amounts to EUR 3,126 million (2011: EUR 3,414 million).
2012 | 2011 | |||||||
Amounts owed to credit institutions |
1 | 226 | ||||||
Short term deposits | 430 | 663 | ||||||
At December 31 | 431 | 889 |
All short-term borrowings have a maturity of less than one year.
Annual Report on Form 20-F 2012 | 303 |
Loans from and payables to group companies have a maturity of less than one year. Other includes derivatives with negative fair values of EUR 350 million (2011: EUR 321 million).
Commitments and contingencies
Aegon N.V. has entered into a contingent capital agreement in order to enable its subsidiary Scottish Equitable Plc. to maintain capital in excess of the minimum capital requirements. The agreement is secured by GBP 200 million in assets, which have been allocated to Scottish Equitable. In the event Scottish Equitables solvency capital would fall below the minimum capital requirement, Aegon N.V. has agreed to replenish solvency capital up to the amount of assets remaining in the secured account. The agreement expires when certain conditions have been triggered. These conditions are: 1) (partial) disposal of Scottish Equitable or 2) the implementation of solvency II in the UK.
Aegon N.V. also entered into a contingent capital letter for an amount of JPY 7.5 billion (EUR 66 million) to support its joint venture Aegon Sony Life Insurance Company meeting local statutory requirements.
Aegon N.V. has guaranteed and is severally liable for the following:
¿ | Due and punctual payment of payables due under letter of credit agreements applied for by Aegon N.V. as co-applicant with indirect subsidiary companies of Transamerica Corporation, Aegon USA, LLC and Commonwealth General Corporation. At December 31, 2012, the letter of credit arrangements amounted to EUR 3,606 million (2011: EUR 3,773 million); as at that date no amounts had been drawn, or were due under these facilities; |
¿ | Due and punctual payment of payables by the consolidated group companies Transamerica Corporation, Aegon Funding Company LLC and Commonwealth General Corporation with respect to bonds, capital trust pass-through securities and notes issued under commercial paper programs (EUR 507 million; 2011: EUR 656 million), as well as payables with respect to certain derivative transactions of Transamerica Corporation (nominal amount EUR 1,963 million; 2011: EUR 2,207 million); |
¿ | Due and punctual payment of any amounts owed to third parties by the consolidated group company Aegon Derivatives N.V. in connection with derivative transactions. Aegon Derivatives N.V. only enters into derivative transactions with counterparties with which ISDA master netting agreements including collateral support annex agreements have been agreed; net (credit) exposure on derivative transactions with these counterparties was therefore limited as at December 31, 2012. |
Other than the Executive Board members, there were no employees employed by Aegon N.V. in either 2012 or 2011.
Total remuneration |
Of which Ernst & Young |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Audit |
19 | 22 | 5 | 5 | ||||||||||||
Other audit |
7 | 6 | 6 | 6 | ||||||||||||
Tax |
- | - | - | - | ||||||||||||
Other services | - | 1 | - | 1 | ||||||||||||
Total | 26 | 29 | 11 | 12 |
304 | Financial statements of Aegon N.V. Note 17 |
17 Events after the balance sheet date
On March 8, 2013 the Attorney General (Procureur Generaal) issued advice to the Supreme Court regarding the KoersPlan case. For more details on this advice refer to Note 49 Commitments and contingencies.
On February 15, 2013, Aegon and Vereniging Aegon reached an agreement to exchange, subject to approval by the Annual General Meeting of Shareholders on May 15, 2013, all of Aegons preferred shares for cash and common shares (see also the section Major Shareholders for a description of the agreement reached).
After the acquisition of Unnim Banc by BBVA on July, 27 2012, Aegon has reached an agreement, on February 1, 2013, with BBVA to end the life, health and pension partnership with Unnim Banc and sell its 50% interest in the joint ventures to BBVA for a total consideration of EUR 353 million. The transaction is expected to be closed in Q2 2013 after obtaining regulatory approval. The sale is expected to result in a book gain of approximately EUR 105 million before tax. Aegons share in underlying earnings before tax of the joint venture totaled EUR 20 million in 2012.
On January 29, 2013 Aegon announced that it will take over Eurekos life insurance and pension business in Romania. The transaction is expected to close in the second half of 2013, pending regulatory approval. Eurekos Romanian life insurance portfolio and pension fund business will be integrated into the operations of Aegon Romania and into the governance and management structure of Aegon CEE.
The Hague, March 20, 2013
Supervisory Board | Executive Board | |
Robert J. Routs |
Alexander R. Wynaendts | |
Irving W. Bailey, II | Jan J. Nooitgedagt | |
Antony Burgmans | ||
Shemaya Levy | ||
Karla M.H. Peijs | ||
Kornelis J. Storm | ||
Ben van der Veer | ||
Dirk P.M. Verbeek | ||
Leo M. van Wijk |
Annual Report on Form 20-F 2012 | 305 |
This page has been intentionally left blank.
306 | Other information Proposal for profit appropriation |
Proposal for profit appropriation
Appropriation of profit will be determined in accordance with the articles 31 and 32 of the Articles of Association of Aegon N.V. The relevant provisions read as follows:
1. | The General Meeting of Shareholders shall adopt the annual accounts. |
2. | If the adopted profit and loss account shows a profit, the Supervisory Board may decide, upon the proposal of the Executive Board, to set aside part of the profit to augment and/or form reserves. |
3. | From the net profit as reflected in the profit and loss account, if it is sufficient to this end after a part of the profit has been set aside for increasing and/or forming reserves in accordance with 2, first of all the holders of Class A and Class B preferred shares shall receive, on the average amount paid on their preferred shares of the class concerned (nominal value and share premium, where applicable), a dividend the percentage of which, on an annual basis, shall be equal to the European Central Banks fixed interest percentage for basic refinancing transactions, to be increased by 1.75 percentage points, all applicable to the first trading day on Euronext Amsterdam in the financial year to which the dividend relates. Apart from this, no other dividend is to be paid on the preferred shares. The authority to charge the payment of preferred dividends to the reserves of the company rests with the Executive Board subject to approval by the Supervisory Board. |
4. | The profits remaining after application of 2 and 3 above shall be put at the disposal of the General Meeting of Shareholders. The Executive Board, subject to the approval of the Supervisory Board, shall make a proposal for that purpose. A proposal to pay a dividend shall be dealt with as a separate agenda item at the General Meeting of Shareholders. |
5. | The Executive Board may, subject to the approval of the Supervisory Board, make one or more interim distributions to the holders of common shares and/or to the holders of preferred shares, the latter subject to the maximum dividend amount set forth under 3. |
6. | The Executive Board may, subject to the approval of the Supervisory Board, decide that a distribution on common shares shall not take place as a cash payment but as a payment in common shares, or decide that holders of common shares shall have the option to receive a distribution as a cash payment and/or as a payment in common shares, out of the profit and/or at the expense of reserves, provided that the Executive Board is designated by the General Meeting to issue shares. Subject to the approval of the Supervisory Board, the Executive Board shall also determine the conditions applicable to the aforementioned choices. |
7. | The companys policy on reserves and dividends shall be determined and can be amended by the Supervisory Board, upon the proposal of the Executive Board. The adoption and thereafter each amendment of the policy on reserves and dividends shall be discussed and accounted for at the General Meeting of Shareholders under a separate agenda item. |
Relating to the year 2012, a cash dividend of 2.75% on the amount paid-in on the class A and class B preferred shares shall be paid to the holder of the preferred shares.
At the Annual General Meeting of shareholders on May 15, 2013, the Executive Board will, absent unforeseen circumstances, propose a final dividend for 2012 of EUR 0.11 per common share. The final dividend will be paid in cash or stocks at the election of the shareholder. The value of the stock dividend will be approximately equal to the cash dividend.
If the proposed dividend is approved by shareholders, Aegon shares will be quoted ex-dividend on May 17, 2013. The record date for the dividend will be May 21, 2013. Shareholders can elect to receive a dividend in cash or in shares during the dividend election period, which will run from May 23, 2013 up to and including June 7, 2013. The dividend will be payable as of June 14, 2013.
In order to reflect the prevailing market price of Aegon N.V. common shares fully within the indication provided, the number of dividend coupons that give entitlement to a new common share of EUR 0.12 will be determined on June 7, 2013 after 5.30 pm, based on the average share price on NYSE Euronext Amsterdam in the five trading days from June 3, 2013 up to and including June 7, 2013.
2012 | 2011 | |||||||
Dividend on preferred shares |
59 | 59 | ||||||
Final dividend on common shares |
214 | 188 | ||||||
Earnings to be retained | 1,258 | 622 | ||||||
Net income attributable to equity holders of Aegon N.V. | 1,531 | 869 |
Annual Report on Form 20-F 2012 | 307 |
General
As of December 31, 2012, Aegons total authorized share capital consisted of 3,000,000,000 common shares with a par value of EUR 0.12 per share and 1,000,000,000 preferred shares (divided into 500,000,000 class A and 500,000,000 class B preferred shares), each with a par value of EUR 0.25 per share. At the same date, there were 1,972,029,595 common shares, 211,680,000 class A preferred shares and 118,093,000 class B preferred shares issued. Of the issued common shares, 26,981,154 common shares were held by Aegon N.V. as treasury shares and 1,732,576 treasury shares were held by its subsidiaries.
All of Aegons common shares and preferred shares are fully paid and not subject to calls for additional payments of any kind. All of Aegons common shares are registered shares. Holders of shares of New York registry hold their common shares in registered form issued by Aegons New York transfer agent on Aegons behalf. Shares of New York registry and shares of Netherlands registry are exchangeable on a one-to-one basis and are entitled to the same rights, except that cash dividends are paid in US dollars on shares of New York registry.
As of December 31, 2012, 215 million common shares were held in the form of New York Registry shares. As of December 31, 2012, there were approximately 22,300 record holders resident in the United States, of Aegons New York Registry shares.
Vereniging Aegon
Vereniging Aegon is the continuation of the former mutual insurer AGO. In 1978, AGO demutualized and Vereniging AGO became the only shareholder of AGO Holding N.V., which was the holding company for its insurance operations. In 1983, AGO Holding N.V. and Ennia N.V. merged into Aegon N.V. Vereniging AGO initially received approximately 49% of the common shares (which was reduced gradually to less than 40%) and all of the preferred shares in Aegon N.V., giving it voting majority in Aegon N.V. At that time Vereniging AGO changed its name into Vereniging Aegon.
The objective of Vereniging Aegon is the balanced representation of the interests of Aegon N.V. and all of its stakeholders, including shareholders, Aegon Group companies, insured parties, employees and other relations of the companies.
In accordance with the 1983 Merger Agreement, Vereniging Aegon had certain option rights on preferred shares to prevent dilution of voting power as a result of share issuances by Aegon N.V. This enabled Vereniging Aegon to maintain voting control at the General Meeting of Shareholders of Aegon N.V. In September 2002, Aegon N.V. effected a non-dilutive capital restructuring whereby Vereniging Aegon sold 350,000,000 of its common shares, of which 143,600,000 common shares were sold directly by Vereniging Aegon in a secondary offering outside the United States and 206,400,000 common shares were purchased by Aegon N.V. from Vereniging Aegon. Aegon N.V. subsequently sold these common shares in a global offering. The purchase price for the 206,400,000 common shares sold by Vereniging Aegon to Aegon N.V. was EUR 2,064,000,000, which amount (less EUR 12,000,000 related costs) Vereniging Aegon contributed as additional paid-in capital on the existing Aegon N.V. preferred shares, all held by Vereniging Aegon. As a result of these transactions, Vereniging Aegons beneficial ownership interest in Aegon N.V.s common shares decreased from approximately 37% to approximately 12% and its beneficial ownership interest in Aegon N.V.s voting shares (excluding issued common shares held in treasury by Aegon N.V.) decreased from approximately 52% to approximately 33%.
On May 9, 2003, Aegons shareholders approved certain changes to Aegons corporate governance structure and Aegons relationship with Vereniging Aegon in an extraordinary General Meeting of Shareholders. Aegons Articles of Association were subsequently amended on May 26, 2003. The relationship between Vereniging Aegon and Aegon N.V. was changed as follows:
¿ | The 440,000,000 preferred shares with nominal value of EUR 0.12 held by Vereniging Aegon were converted into 211,680,000 new class A preferred shares with nominal value of EUR 0.25 and the paid-in capital on the preferred shares was increased by EUR 120,000 to EUR 52,920,000. The voting rights pertaining to the new preferred shares (the class A preferred shares as well as the class B preferred shares which may be issued to Vereniging Aegon under the option agreement as described in the following sections) were adjusted accordingly to 25/12 vote per preferred share. |
¿ | Aegon N.V. and Vereniging Aegon have entered into a preferred shares voting rights agreement, pursuant to which Vereniging Aegon has voluntarily waived its right to cast 25/12 vote per class A or class B preferred share. Instead, Vereniging Aegon has agreed to exercise one vote only per preferred share, except in the event of a special cause, such as the acquisition of a 15% interest in Aegon N.V., a tender offer for Aegon N.V. shares or a proposed business combination by any person or group of persons whether individually or as a group, other than in a transaction approved by the Executive Board and the Supervisory Board. If, in its sole discretion, Vereniging Aegon determines that a special cause has occurred, Vereniging Aegon will notify the General Meeting of Shareholders and retain its right to exercise the full voting power of 25/12 vote per preferred share for a limited period of six months. |
308 | Other information Major shareholders |
¿ | In May 2003, Aegon N.V. and Vereniging Aegon have amended the option arrangements under the 1983 Merger Agreement. Under the amended option arrangements Vereniging Aegon, in case of an issuance of shares by Aegon N.V., may purchase as many class B preferred shares as would enable Vereniging Aegon to prevent or correct dilution to below its actual percentage of voting shares, unless Vereniging Aegon as a result of exercising these option rights would increase its voting power to more than 33%. Class B preferred shares will then be issued at par value (EUR 0.25), unless a higher issue price is agreed. In the years 2003 through 2009 69,030,000 class B preferred shares were issued under these option rights. In 2010, no option rights were exercised. In March 2011 Vereniging Aegon exercised its option rights to purchase in aggregate 41,042,000 class B preferred shares at par value to correct dilution caused by Aegons issuance of shares conducted under Aegons US Shelf Registration through the sale of 173,604,912 common shares of Aegon N.V. at a price of EUR 5.20 per share in March 2011. In August 2012 and October 2012 exercised its option rights to purchase in aggregate 8,021,000 class B Preferred Shares at par value to correct dilution caused by Aegons issuance of shares on 15 June 2012, being the final dividend 2011 in the form of stock-dividend, and the issuance of shares on 15 September 2012, being the interim-dividend 2012 in the form of stock-dividend. |
Development of shareholding in Aegon N.V.
Number of shares | Common | Preferred A | Preferred B | |||||||||
At January 1, 2012 |
171,974,055 | 211,680,000 | 110,072,000 | |||||||||
Exercise option right Preferred B shares | - | - | 8,021,000 | |||||||||
At December 31, 2012 | 171,974,055 | 211,680,000 | 118,093,000 |
Accordingly, under normal circumstances the voting power of Vereniging Aegon, based on the number of outstanding and voting shares (excluding issued common shares held in treasury by Aegon N.V.) at December 31, 2012, amounts to approximately 22.06%. In the event of a special cause, Vereniging Aegons voting rights will increase, currently to 32.64%, for up to six months per special cause.
At December 31, 2012, the General Meeting of Members of Vereniging Aegon consisted of eighteen members. The majority of the voting rights is with the sixteen members who are not employees or former employees of Aegon N.V. or one of the Aegon Group companies, nor current or former members of the Supervisory Board or the Executive Board of Aegon N.V. The two other members are both elected by the General Meeting of Members of Vereniging Aegon from among the members of the Executive Board of Aegon N.V.
Vereniging Aegon has an Executive Committee consisting of six members, four of whom, including the chairman and the vice-chairman, are not nor have ever been, related to Aegon. The other two members are also members of the Executive Board of Aegon N.V. Resolutions of the Executive Committee, other than with regard to amendment of the Articles of Association of Vereniging Aegon, are made with an absolute majority of the votes. When a vote in the Executive Committee results in a tie, the General Meeting of Members has the deciding vote. With regards to the amendment of the Articles of Association of Vereniging Aegon, a special procedure is in place to provide for the need of a unanimous proposal from the Executive Committee, thereby including the consent of the representatives of Aegon N.V. at the Executive Committee. Following the amendment of the Articles of Association as effected on September 13, 2005, this requirement does not apply in the event of a hostile change of control at the General Meeting of Shareholders of Aegon N.V., in which event Vereniging Aegon may amend its Articles of Association without the cooperation of Aegon N.V.. Furthermore, the two members of the Executive Board of Aegon N.V. who are also members of the Executive Committee have no voting rights in respect of several decisions, set out in the Articles of Association, that relate to Aegon N.V.
Other major shareholders
To Aegons knowledge, only one other party holds a capital and voting interest in Aegon N.V in excess of 5%. According to its filing with the United States Securities and Exchange Commission on February 13, 2013, US-based investment management firm Dodge & Cox owns over 195 million common shares.
Dodge & Cox are holders of common shares which have no special rights attached to it.
Annual Report on Form 20-F 2012 | 309 |
Proposed capital restructuring
In February 2013 Aegon and Vereniging Aegon have reached an agreement which enables Aegon to simplify the companys capital structure and maintain a high-quality capital base.
Under the agreement, all of Aegons preferred shares will be exchanged for cash and common shares. The value of all preferred shares, which have a book value of EUR 2.1 billion, has been determined at EUR 1.1 billion. Vereniging Aegon will receive EUR 400 million from Aegon in cash and the equivalent of EUR 655 million in common shares in addition to a total of EUR 83 million of dividends on the preferred shares. The number of common shares to be received by Vereniging Aegon is based on the volume-weighted average price of Aegon common shares on Euronext Amsterdam from February 15 up to, and including, February 28, 2013. The volume-weighted average price over this period was EUR 4.86. Based on this share price, the preferred shares will be converted into 121 million common shares and 566 million common shares B.
Vereniging Aegon will relinquish its preferential rights with regard to dividends and liquidation proceeds. In addition, the voting rights of Vereniging Aegon in ordinary course will be reduced from the current 22.1% to 14.8% which will align its voting rights and economic ownership in Aegon. Vereniging Aegon will maintain its current 32.6% voting rights in case of a special cause.
Aegons Supervisory Board will propose to approve the new capital structure at the Annual General Meeting of Shareholders on May 15, 2013. This proposal is to contain the following of steps:
¿ | Repayment of EUR 400 million in share premium on preferred shares A. |
¿ | Amendment of the Articles of Association of Aegon N.V. to convert the share capital and to reflect the new composition of that share capital. The Aegon preferred shares A and B will be converted into a combination of common shares and common shares B, each with a nominal value of EUR 0.12. The financial rights attached to a common share B are 1/40 of a common share. The combination of common shares and common shares B will be determined such that the aggregate nominal value of the preferred shares which are converted equals the aggregate nominal value of the common shares and common shares B resulting from the conversion. |
¿ | Amendment of the Preferred Shares Voting Rights Agreement (Voting Rights Agreement) between Aegon N.V. and Vereniging Aegon to ensure that under normal circumstances the Association will only exercise 1 vote per 40 common shares B (voting rights in normal circumstances will be equal to the financial rights of a common share B) and that it will only exercise its full voting rights in case of a special cause. |
¿ | Amendment of the 1983 Merger Agreement (Vereniging Aegon Call Option) to ensure that the Association can always maintain its special cause voting rights at 32.6% in the future. |
Following shareholder approval and subsequent execution of the transaction, Vereniging Aegon will hold a total of 307 million 1 common shares and a total of 2,080 million common shares will be outstanding.
1 | Includes 14 million common shares which represent the economic equivalent of 566 million common shares B. |
310 | Other financial information Schedules |
Schedules to the financial statements
Summary of investments other than investments in related parties
As at December 31, 2012 | ||||||||||||
Amounts in million EUR | Cost | 1 | Fair value | Book value | ||||||||
Shares: |
||||||||||||
Available-for-sale |
614 | 856 | 856 | |||||||||
Fair value through profit or loss |
1,406 | 1,043 | 1,043 | |||||||||
Bonds: |
||||||||||||
Available-for-sale and held-to-maturity: |
||||||||||||
US government |
5,066 | 5,837 | 5,837 | |||||||||
Dutch government |
3,483 | 3,930 | 3,930 | |||||||||
Other government |
13,134 | 15,041 | 15,041 | |||||||||
Mortgage backed |
10,381 | 10,894 | 10,894 | |||||||||
Asset backed |
7,037 | 7,072 | 7,072 | |||||||||
Corporate |
47,865 | 53,734 | 53,734 | |||||||||
Money market investments |
8,713 | 8,713 | 8,713 | |||||||||
Other |
1,147 | 1,214 | 1,214 | |||||||||
Subtotal |
96,826 | 106,435 | 106,435 | |||||||||
Bonds: |
||||||||||||
Fair value through profit or loss |
1,516 | 1,500 | 1,500 | |||||||||
Other investments at fair value through profit or loss |
2,333 | 3,089 | 3,089 | |||||||||
Mortgages |
27,077 | 27,077 | ||||||||||
Private loans |
1,013 | 1,013 | ||||||||||
Deposits with financial institutions |
217 | 217 | ||||||||||
Policy loans |
2,110 | 2,110 | ||||||||||
Receivables out of share lease agreements |
9 | 9 | ||||||||||
Other |
154 | 154 | ||||||||||
Subtotal |
30,580 | 30,580 | ||||||||||
Real estate: |
||||||||||||
Investments in real estate |
2,679 | 2,679 | ||||||||||
Total |
135,954 | 146,182 |
1 | Cost is defined as original cost for available-for-sale shares and amortized cost for available-for-sale and held-to-maturity bonds. |
Annual Report on Form 20-F 2012 | 311 |
Condensed financial information of registrant
Statement of financial position of Aegon N.V.
As at December 31
Before profit appropriation, amounts in EUR million | 2012 | 2011 | ||||||||
Investments |
||||||||||
Shares in group companies |
25,582 | 21,352 | ||||||||
Loans to group companies |
4,379 | 5,457 | ||||||||
Other investments |
240 | 281 | ||||||||
30,201 | 27,090 | |||||||||
Receivables |
||||||||||
Receivables from group companies |
2,634 | 2,875 | ||||||||
Other receivables |
72 | 4 | ||||||||
2,706 | 2,879 | |||||||||
Other assets |
||||||||||
Cash and cash equivalents |
1,583 | 1,300 | ||||||||
Deferred tax asset |
19 | 71 | ||||||||
Other |
333 | 162 | ||||||||
1,935 | 1,533 | |||||||||
Prepayments and accrued income |
||||||||||
Accrued interest and rent |
55 | 48 | ||||||||
Total assets |
34,897 | 31,550 | ||||||||
Shareholders equity |
||||||||||
Share capital |
319 | 310 | ||||||||
Paid-in surplus |
8,780 | 8,787 | ||||||||
Revaluation account |
6,445 | 3,634 | ||||||||
Legal reserves - foreign currency translation reserve |
(1,023) | (910) | ||||||||
Legal reserves in respect of group companies |
4,453 | 3,285 | ||||||||
Retained earnings, including treasury shares |
4,125 | 5,025 | ||||||||
Net income / (loss) |
1,531 | 869 | ||||||||
24,630 | 21,000 | |||||||||
Other equity instruments |
5,018 | 4,720 | ||||||||
Total equity |
29,648 | 25,720 | ||||||||
Subordinated borrowings |
42 | - | ||||||||
Long-term borrowings |
2,850 | 3,319 | ||||||||
Short-term borrowings |
431 | 889 | ||||||||
Other liabilities |
||||||||||
Loans from group companies |
282 | 228 | ||||||||
Payables to group companies |
1,082 | 951 | ||||||||
Other |
483 | 325 | ||||||||
1,847 | 1,504 | |||||||||
Accruals and deferred income |
79 | 118 | ||||||||
Total equity and liabilities |
34,897 | 31,550 |
312 | Other financial information Schedules |
Income statement of Aegon N.V.
For the year ended December 31
Amounts in EUR million | 2012 | 2011 | 2010 | |||||||||
Net income / (loss) group companies |
1,462 | 956 | 1,843 | |||||||||
Other income / (loss) |
69 | (87) | (84) | |||||||||
Net income |
1,531 | 869 | 1,759 |
Condensed cash flow statement of Aegon N.V.
For the year ended December 31
Amounts in EUR million | 2012 | 2011 | 2010 | |||||||||
Income / (loss) before tax |
1,507 | 837 | 1,739 | |||||||||
Adjustments |
(1,239) | (910) | (125) | |||||||||
Net cash flows from operating activities |
268 | (73) | 1,614 | |||||||||
Purchase and disposal of individual intangible assets |
- | - | (1) | |||||||||
Net cash flows from investing activities |
- | - | (1) | |||||||||
Issuance and repurchase of share capital |
2 | 913 | - | |||||||||
Dividends paid |
(207) | (59) | (90) | |||||||||
Issuance, repurchase and coupons of convertible core capital securities |
- | (2,250) | (563) | |||||||||
Issuance, repurchase and coupons of perpetual securities |
(230) | (237) | (251) | |||||||||
Issuance, repurchase and coupons of non-cumulative subordinated notes |
241 | - | - | |||||||||
Issuance and repurchase of borrowings |
431 | 1,492 | (734) | |||||||||
Net cash flows from financing activities
|
237 | (141) | (1,638) | |||||||||
Net increase / (decrease) in cash and cash equivalents |
505 | (214) | (25) |
Annual Report on Form 20-F 2012 | 313 |
Supplementary insurance information
Column A | Column B | Column C | Column D | Column E | Column F | |||||||||||||||
Segment Amounts in million EUR |
Deferred policy |
Future policy benefits |
Unearned premiums |
Other policy |
Premium revenue |
|||||||||||||||
2012 |
||||||||||||||||||||
Americas |
7,000 | 141,101 | 3,900 | 1,378 | 8,208 | |||||||||||||||
The Netherlands |
178 | 48,976 | 138 | 1,158 | 3,699 | |||||||||||||||
United Kingdom |
3,520 | 67,037 | - | - | 6,047 | |||||||||||||||
New markets |
584 | 10,015 | 57 | 119 | 1,572 | |||||||||||||||
Holding and other activities |
- | - | - | 1 | - | |||||||||||||||
Total |
11,282 | 267,129 | 4,095 | 2,656 | 19,526 | |||||||||||||||
2011 |
||||||||||||||||||||
Americas |
6,835 | 140,969 | 3,480 | 1,317 | 7,502 | |||||||||||||||
The Netherlands |
239 | 45,971 | 156 | 1,078 | 3,881 | |||||||||||||||
United Kingdom |
3,412 | 62,320 | - | - | 6,474 | |||||||||||||||
New markets |
541 | 9,957 | 51 | 125 | 1,664 | |||||||||||||||
Holding and other activities |
- | - | - | - | - | |||||||||||||||
Total |
11,027 | 259,217 | 3,687 | 2,520 | 19,521 | |||||||||||||||
2010 |
||||||||||||||||||||
Americas |
7,284 | 138,978 | 3,003 | 1,276 | 8,067 | |||||||||||||||
The Netherlands |
296 | 43,454 | 157 | 1,048 | 3,837 | |||||||||||||||
United Kingdom |
3,233 | 67,941 | - | - | 7,425 | |||||||||||||||
New markets |
527 | 9,142 | 49 | 141 | 1,768 | |||||||||||||||
Holding and other activities |
- | - | - | - | - | |||||||||||||||
Total |
11,340 | 259,515 | 3,209 | 2,465 | 21,097 | |||||||||||||||
Column G | Column H | Column I | Column J | Column K | ||||||||||||||||
Amounts in million EUR |
Net investment |
Benefits, |
Amortization of |
Other |
Premiums written |
|||||||||||||||
2012 |
||||||||||||||||||||
Americas |
3,643 | 8,672 | 608 | 2,665 | 4,907 | |||||||||||||||
The Netherlands |
2,210 | 4,338 | 71 | 989 | 3,682 | |||||||||||||||
United Kingdom |
2,337 | 6,898 | 266 | 472 | 5,631 | |||||||||||||||
New markets |
304 | 1,084 | 122 | 477 | 1,570 | |||||||||||||||
Holding and other activities |
7 | - | - | 66 | 1 | |||||||||||||||
Total |
8,501 | 20,992 | 1,067 | 4,669 | 15,791 | |||||||||||||||
2011 |
||||||||||||||||||||
Americas |
3,551 | 5,643 | 917 | 2,533 | 4,451 | |||||||||||||||
The Netherlands |
2,189 | 3,812 | 70 | 1,065 | 3,852 | |||||||||||||||
United Kingdom |
2,152 | 6,342 | 217 | 627 | 6,138 | |||||||||||||||
New markets |
258 | 1,017 | 114 | 453 | 1,673 | |||||||||||||||
Holding and other activities |
17 | - | - | 168 | - | |||||||||||||||
Total |
8,167 | 16,814 | 1,318 | 4,846 | 16,114 | |||||||||||||||
2010 |
||||||||||||||||||||
Americas |
3,992 | 7,515 | 884 | 2,586 | 6,473 | |||||||||||||||
The Netherlands |
2,160 | 4,257 | 79 | 979 | 3,817 | |||||||||||||||
United Kingdom |
2,337 | 5,998 | 215 | 597 | 7,176 | |||||||||||||||
New markets |
242 | 1,139 | 91 | 464 | 1,772 | |||||||||||||||
Holding and other activities |
31 | - | - | 139 | - | |||||||||||||||
Total |
8,762 | 18,909 | 1,269 | 4,765 | 19,238 |
314 | Other financial information Schedules |
Reinsurance
Amounts in million EUR | Gross amount |
Ceded to other companies |
Assumed from other companies |
Net amount |
% of amount assumed |
|||||||||||||||
For the year ended December 31, 2012 | ||||||||||||||||||||
Life insurance in force |
941,178 | 1,064,536 | 684,275 | 560,917 | 122% | |||||||||||||||
Premiums | ||||||||||||||||||||
Life insurance |
14,848 | 3,324 | 1,818 | 13,342 | 14% | |||||||||||||||
Non-Life insurance |
2,860 | 411 | - | 2,449 | 0% | |||||||||||||||
Total premiums |
17,708 | 3,735 | 1,818 | 15,791 | 12% | |||||||||||||||
For the year ended December 31, 2011 | ||||||||||||||||||||
Life insurance in force |
953,819 | 1,073,026 | 755,821 | 636,614 | 119% | |||||||||||||||
Premiums | ||||||||||||||||||||
Life insurance |
15,100 | 3,042 | 1,753 | 13,811 | 13% | |||||||||||||||
Non-Life insurance |
2,668 | 365 | - | 2,303 | 0% | |||||||||||||||
Total premiums |
17,768 | 3,407 | 1,753 | 16,114 | 11% | |||||||||||||||
For the year ended December 31, 2010 | ||||||||||||||||||||
Life insurance in force |
934,895 | 590,929 | 771,867 | 1,115,833 | 69% | |||||||||||||||
Premiums | ||||||||||||||||||||
Life insurance |
16,562 | 1,509 | 1,804 | 16,857 | 11% | |||||||||||||||
Non-Life insurance |
2,731 | 350 | - | 2,381 | 0% | |||||||||||||||
Total premiums |
19,293 | 1,859 | 1,804 | 19,238 | 9% | |||||||||||||||
Valuation and qualifying accounts
|
| |||||||||||||||||||
Amounts in million EUR | 2012 | 2011 | 2010 | |||||||||||||||||
Balance at January 1 |
337 | 332 | 312 | |||||||||||||||||
Addition charged to earnings |
79 | 93 | 99 | |||||||||||||||||
Amounts written off and other changes |
(65) | (81) | (90) | |||||||||||||||||
Currency translation |
5 | (7) | 11 | |||||||||||||||||
Balance at December 31 |
356 | 337 | 332 | |||||||||||||||||
The provisions can be analyzed as follows: |
||||||||||||||||||||
Mortgages |
167 | 156 | 149 | |||||||||||||||||
Other loans |
57 | 43 | 38 | |||||||||||||||||
Receivables |
132 | 138 | 145 | |||||||||||||||||
Total |
356 | 337 | 332 |
Annual Report on Form 20-F 2012 | 315 |
Auditors report on the Annual Report on Form 20-F
To: The Supervisory Board, the Executive Board and Shareholders of Aegon N.V.
Report of Independent Registered Public Accounting Firm
We have audited the accompanying consolidated statements of financial position of Aegon N.V., as of December 31, 2012 and 2011, and the related consolidated income statement and statements of comprehensive income, changes in equity, and cash flow for each of the three years in the period ended December 31, 2012. Our audits also include the other financial information included on pages 310 to 314. These financial statements and schedules are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in The Netherlands and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Aegon N.V. at December 31, 2012 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2012, in conformity with International Financial Reporting Standards as issued by the International Accounting Standard Board. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Aegon N.V.s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 20, 2013 expressed an unqualified opinion thereon.
The Hague, the Netherlands, March 20, 2013
Ernst & Young Accountants LLP
316 |
¿ Supervision |
¿ Exchange controls | |
¿ Property, plants and equipment |
¿ Taxation | |
¿ Employee and labor relations |
¿ Principal accountant fees and services | |
¿ Dividend policy |
¿ Purchases of equity securities by the issuer and affiliated purchasers | |
¿ The offer and listing |
¿ Glossary | |
¿ Memorandum on Articles of Association |
¿ Quarterly results - unaudited | |
¿ Material contracts |
¿ Disclaimer | |
¿ European Commission approval of state aid |
Individual companies in the Aegon Group are each subject to solvency supervision in their respective home countries. Based on European Union legislation (Directive 98/79/EC) adopted in 1998, the supervisory authority in the Netherlands (De Nederlandsche Bank (DNB or Dutch Central Bank) is required, as a lead supervisor, to carry out supplementary supervision. The supplementary supervision of insurance companies in an insurance group enables EU supervisors to make a detailed assessment of the financial position of the EU insurance companies that are part of that group. The Directive requires DNB to take into account the relevant financial affiliations between the insurance companies and other entities in the group. In this respect, Aegon is required to submit reports to its supervisors twice a year setting out supplemental capital adequacy calculations of the insurance companies, risk concentrations and significant transactions and positions between insurance and non-insurance companies in the Aegon Group.
Since the beginning of October 2009, Aegon has been subject to supplemental group supervision by the Dutch Central Bank in accordance with the requirements of the European Unions Financial Conglomerate Directive. Supplemental group supervision pursuant to the Financial Conglomerate Directive includes supplementary capital adequacy requirements for financial conglomerates and supplementary supervision on risk concentrations and intra-group transactions in the financial conglomerate.
Both the insurance and banking companies in the Aegon Group are required to maintain a minimum solvency margin based on local requirements. The required solvency margin is the sum of the margins of each of Aegons insurance and banking subsidiaries, based on the local requirements. Available liability capital includes shareholders equity, convertible core capital securities, perpetual capital securities, and dated subordinated debt and senior debt.
Property, plants and equipment
In the United States, Aegon owns many of the buildings that the company uses in the normal course of its business, primarily as offices. Aegon owns 16 offices located throughout the United States with a total square footage of 2.0 million. Aegon also leases space for various offices located throughout the United States under long-term leases with a total square footage of 1.1 million. Aegons principal offices are located in Baltimore, Maryland; Cedar Rapids, Iowa; Los Angeles, California; St. Petersburg, Florida; Plano & Dallas, Texas; Harrison, New York; Little Rock, Arkansas; Atlanta, Georgia; and Exton, PA.
Other principal offices owned by Aegon are located in The Hague, The Netherlands; Budapest, Hungary; and Madrid, Spain. Aegon owns its headquarters and leases other offices in the Netherlands (Leeuwarden), the United Kingdom and Canada under long-term leases. Aegon believes that its properties are adequate to meet its current needs.
At the end of 2012, Aegon had 24,407 employees of which were 2,847 agent-employees. Approximately 48% are employed in the Americas, 20% in the Netherlands, 12% in the United Kingdom and 20% in New Markets.
All of Aegons employees in the Netherlands, other than senior management, are covered by collective labor agreements, which are generally renegotiated annually on an industry wide basis. Individual companies then enter into employment agreements with their employees based on the relevant collective agreement. Since its founding, Aegon has participated in collective negotiations in the insurance industry and has based its employment agreements with its employees on the relevant collective agreement. The collective agreements are generally for a duration of one year. Aegon has experienced no significant strike, work stoppage or labor dispute in recent years.
Under Dutch law, members of the Central Works Council responsible for Aegon in the Netherlands are elected by Aegon The Netherlands employees. The Central Works Council has certain defined powers at the level of the Dutch subsidiary company Aegon Nederland N.V., including the right to make non-binding recommendations for appointments to its Supervisory Board and the right to
Additional information | Annual Report on Form 20-F 2012 | 317 |
enter objections against proposals for appointments to that Supervisory Board. Moreover, the Central Works Council of Aegon The Netherlands is to be consulted as regards a nomination for appointment pertaining to one seat on the Supervisory Board of Aegon.
The average number of employees per geographical area was:
2012 | 2011 | 2010 | ||||||||||||
Americas |
11,619 | 12,233 | 13,279 | |||||||||||
The Netherlands |
4,980 | 5,289 | 5,548 | |||||||||||
United Kingdom |
3,030 | 3,767 | 4,434 | |||||||||||
New Markets |
5,179 | 5,135 | 4,788 | |||||||||||
24,808 | 26,424 | 28,049 | ||||||||||||
Of which agent-employees |
2,929 | 2,991 | 3,095 |
See Note 14 of the notes to the consolidated financial statements of this Annual Report for a description of share-based payments to employees.
Under Dutch law and Aegons Articles of Association, holders of Aegons common shares are entitled to dividends paid out of the profits remaining, if any, after the creation of a reserve account. First of all, a fixed dividend is paid on the preferred shares, as described below. Aegons Executive Board may determine the dividend payment date and the dividend record date for the common shares, which may vary for the various kinds of registered shares. Aegons Executive Board, with the approval of Aegons Supervisory Board, may also determine the currency or currencies in which the dividends will be paid.
Aegon may make one or more interim distributions to the holders of common shares and/or to the holders of preferred shares, the latter subject to the maximum dividend amount set forth below.
If and when Aegon has paid any dividends in the past, Aegon has traditionally paid interim dividends (usually in September) after the release of Aegons six-month results and final dividends (usually in May) upon adoption of the annual accounts at the annual General Meeting of Shareholders.
On December 1, 2008, Aegon secured EUR 3 billion of convertible core capital securities from the Vereniging Aegon.
As part of the approval granted by the European Commission in August 2010, Aegon committed itself not to pay any dividend to the common shareholder until the Dutch State is fully repaid. A cash dividend of 2.75% on the amount paid-in on the class A and class B preferred shares was paid to the holder of the preferred shares. Consequently, no final dividend to common shares for 2010 and no interim dividend for 2011 to common shares was declared. On June 15, 2011 Aegon fully repaid the Dutch State.
Following, the Annual General Meeting of shareholders on May 16, 2012, during which the shareholders approved a final dividend for 2011 of EUR 0.10 per common share related to the second half of 2011, the company resumed payment of dividend to the holders of common shares.
Aegon aims to pay out a sustainable dividend to allow equity investors to share in Aegons performance, which can grow over time if Aegons performance so allows. After investment in new business to generate organic growth, capital generation in Aegons operating subsidiaries is available for distribution to the holding company, while maintaining a capital and liquidity position in the operating subsidiaries in line with Aegons capital management and liquidity risk policies.
Aegon uses the cash flows from the operating subsidiaries to pay holding expenses, including funding costs. The remaining cash flow is available to execute Aegons strategy and to fund dividends on Aegons shares, subject to maintaining the holding company targeted excess capital. Depending on circumstances, future prospects and other considerations, Aegons Executive Board may elect to deviate from this target. Aegons Executive Board will also take capital position, financial flexibility, leverage ratios and strategic considerations into account when declaring or proposing dividends on common shares.
Under normal circumstances, Aegon would expect to declare an interim dividend when announcing Aegons second quarter results and to propose a final dividend at the annual General Meeting of Shareholders for approval. Dividends would normally be paid in cash or stock at the election of the shareholder. The relative value of cash and stock dividends may vary. Stock dividends paid may, subject to capital management and other considerations, be repurchased in order to limit dilution.
318 |
When determining whether to declare or propose a dividend, Aegons Executive Board has to balance prudence versus offering an attractive return to shareholders, for example in adverse economic and/or financial market conditions. Also, Aegons operating subsidiaries are subject to local insurance regulations which could restrict dividends to be paid to us. There is no requirement or assurance that we will declare and pay any dividends.
Holders of common shares have generally been permitted to elect to receive dividends, if any, in cash or in common shares. For dividends, which holders may elect to receive in either cash or common shares, the value of the stock alternative may differ slightly from the value of the cash option. Aegon pays cash dividends on shares of New York registry in US dollars through Citibank, N.A., Aegons NYSE paying agent, based on the foreign exchange reference rate (as published each working day at 14:15 hours by the European Central Bank) on the business day following the announcement of the interim dividend or on the second business day following the shareholder meeting approving the relevant final dividend.
The principal market for Aegons common shares is NYSE Euronext Amsterdam. Aegons common shares are also listed on the NYSE Euronext New York.
The table below sets forth, for the calendar periods indicated, the high and low sales prices of Aegons common shares on NYSE Euronext Amsterdam and the NYSE Euronext New York as reported by Bloomberg and is based on closing prices. Share prices have been adjusted for all stock splits and stock dividends through December 31, 2010.
NYSE Euronext Amsterdam | NYSE Euronext New York | |||||||||||||||
(EUR) | (USD) | |||||||||||||||
High | Low | High | Low | |||||||||||||
2008 |
11.98 | 2.68 | 17.52 | 3.50 | ||||||||||||
2009 |
6.17 | 1.85 | 9.23 | 2.30 | ||||||||||||
2010 |
5.41 | 4.04 | 7.41 | 5.11 | ||||||||||||
2011 |
5.68 | 2.68 | 7.92 | 3.62 | ||||||||||||
2012 |
4.89 | 4.07 | 6.47 | 5.22 | ||||||||||||
2010 |
||||||||||||||||
First quarter |
5.10 | 4.14 | 7.24 | 5.51 | ||||||||||||
Second quarter |
5.41 | 4.37 | 7.41 | 5.20 | ||||||||||||
Third quarter |
4.83 | 4.04 | 6.32 | 5.11 | ||||||||||||
Fourth quarter |
4.72 | 4.23 | 6.67 | 5.53 | ||||||||||||
2011 |
||||||||||||||||
First quarter |
5.68 | 4.58 | 7.92 | 6.13 | ||||||||||||
Second quarter |
5.58 | 4.36 | 8.03 | 6.23 | ||||||||||||
Third quarter |
4.80 | 2.68 | 6.99 | 3.62 | ||||||||||||
Fourth quarter |
3.73 | 2.79 | 5.41 | 3.66 | ||||||||||||
2012 |
||||||||||||||||
First quarter |
4.52 | 3.05 | 5.93 | 3.92 | ||||||||||||
Second quarter |
4.20 | 3.19 | 5.60 | 3.96 | ||||||||||||
Third quarter |
4.50 | 3.35 | 5.88 | 4.06 | ||||||||||||
Fourth quarter |
4.89 | 4.08 | 6.47 | 5.22 | ||||||||||||
September 2012 |
4.50 | 4.05 | 5.88 | 5.12 | ||||||||||||
October 2012 |
4.40 | 4.08 | 5.74 | 5.22 | ||||||||||||
November 2012 |
4.45 | 4.08 | 5.74 | 5.22 | ||||||||||||
December 2012 |
4.89 | 4.42 | 6.47 | 5.74 | ||||||||||||
2013 |
||||||||||||||||
January 2013 |
5.12 | 4.80 | 6.76 | 6.44 | ||||||||||||
February 2013 |
5.17 | 4.52 | 6.85 | 5.88 | ||||||||||||
March 2013 (through March 6, 2013) |
4.74 | 4.62 | 6.13 | |
5.81 |
|
On NYSE Euronext Amsterdam only Euronext registered shares may be traded and on the NYSE Euronext New York only New York Registry Shares may be traded.
Additional information | Annual Report on Form 20-F 2012 | 319 |
Additional company information
Memorandum and Articles of Association
Aegon is registered under number 27076669 in the Commercial Register of the Chamber of Commerce and Industries for Haaglanden, The Hague, the Netherlands.
Certain provisions of Aegons current Articles of Association are discussed below.
Objects and purposes
¿ | The objects of Aegon are to incorporate, acquire and alienate shares and interests in, to finance and grant security for commitments of, to enter into general business relationships with, and to manage and grant services to legal entities and other entities, in particular those involved in the insurance business, and to do all that is connected therewith or which may be conducive thereto, all to be interpreted in the broadest sense. |
¿ | In achieving the aforesaid objects due regard shall be taken, within the scope of sound business operations, to provide fair safeguards for the interests of all the parties directly or indirectly involved in Aegon. |
Provisions related to directors
For information with respect to provisions in the Articles of Association relating to members of the Supervisory Board and Executive Board, refer to the Governance section (pages 106-128).
Description of Aegons capital stock
Aegon has two types of shares: Common shares (par value EUR 0.12) and (class A and class B) Preferred shares (par value EUR 0.25).
Common Characteristics of the Common and Preferred Shares
¿ | All shares are in registered form. |
¿ | All shares have dividend rights except for those shares (if any) held by Aegon as treasury stock. Dividends which have not been claimed within five years lapse to Aegon. |
¿ | Each currently outstanding share is entitled to one vote except for shares held by Aegon as treasury stock. There are no upward restrictions. |
¿ | However, in line with the higher par value of the preferred shares, the holder of the preferred shares, Vereniging Aegon, may cast 25/12 votes for each preferred share. Vereniging Aegon and Aegon have entered into a preferred shares voting rights agreement, pursuant to which Vereniging Aegon has voluntarily waived its right to cast 25/12 votes per class A or class B preferred share. Instead, Vereniging Aegon has agreed to exercise one vote only per preferred share, except in the event of a special cause, such as the acquisition of a 15% interest in Aegon N.V., a tender offer for Aegon N.V. shares or a proposed business combination by any person or group of persons, whether individually or as a group, other than in a transaction approved by the Executive Board and Supervisory Board. If Vereniging Aegon, acting at its sole discretion, determines that a special cause has arisen, Vereniging Aegon shall notify the General Meeting of Shareholders. In this event, Vereniging Aegon retains full voting rights on the preferred shares for a period limited to six months. |
¿ | All shares have the right to participate in Aegons net profits. Net profits is the amount of profits after contributions, if any, to a reserve account. |
¿ | In the event of liquidation, all shares have the right to participate in any remaining balance after settlement of all debts. |
¿ | The General Meeting of Shareholders may, at the proposal of the Executive Board, as approved by the Supervisory Board, resolve to reduce the outstanding capital either by (i) repurchasing shares and subsequently canceling them, or (ii) by reducing their nominal share value. |
¿ | There are no sinking fund provisions. |
¿ | All issued shares are fully paid-up; so there is no liability for further capital calls. |
¿ | There are no provisions discriminating against any existing or prospective holder of shares as a result of such shareholder owning a substantial number of shares. |
Differences between common and preferred shares
1. | The common shares are listed; the preferred shares are not listed. |
2. | Preferred shares under certain circumstances are entitled to cast 25/12 votes per share in line with their higher par value. |
3. | Preferred shares are entitled to a preferred dividend on the paid-in amount, restricted to the fixed rate set by the European Central Bank for basic refinancing transactions plus 1.75%. No additional dividend is paid on the preferred shares and the remaining profit is available for distribution to the holders of common shares. |
320 |
4. | Any remaining balance after settlement of all debts in the event of liquidation, will first be allocated (to the extent possible) to repaying the paid-in capital on the preferred shares. |
5. | Holders of common shares have pre-emptive rights in relation to any issuance of common shares, while holders of preferred shares have no such pre-emptive rights. |
Actions necessary to change the rights of shareholders
A change to the rights of shareholders would require an amendment to the Articles of Association. The General Meeting of Shareholders (annual General Meeting or extraordinary General Meeting) may only pass a resolution to amend the Articles of Association pursuant to a proposal of the Executive Board with the approval of the Supervisory Board. The resolution requires a majority of the votes cast at the meeting in order to pass. The actual changes to the text of the Articles of Association will be executed by a civil law notary.
Furthermore, a resolution of the General Meeting of Shareholders to amend the Articles of Association which has the effect of reducing the rights attributable to holders of preferred shares of a specific class shall be subject to the approval of the meeting of holders of preferred shares of such class.
Conditions under which meetings are held
Annual General Meetings and extraordinary General Meetings of Shareholders shall be convened by public notice. Notice must be given no later than forty-two days prior to the date of the meeting. The notice must contain a summary agenda and indicate the place where the complete agenda together with the documents pertaining to the agenda may be obtained. The agenda is also sent to shareholders registered with the Company Register. New York Registry shareholders or their brokers receive a proxy solicitation notice.
For admittance to and voting at the meeting, shareholders must produce evidence of their shareholding as of the record date. The Dutch law determines that the record date is twenty-eight days prior to the General Meeting of Shareholders. Shareholders must notify Aegon of their intention to attend the meeting.
Limitation on the right to own securities
There are no limitations, either under the laws of the Netherlands or in Aegons Articles of Association, on the rights of non-residents of the Netherlands to hold or vote Aegon common shares.
Provisions that would have the effect of delaying a change of control
A resolution of the General Meeting of Shareholders to suspend or dismiss a member of the Executive Board or a member of the Supervisory Board, other than pursuant to a proposal by the Supervisory Board, shall require at least two-thirds of the votes cast representing more than one-half of the issued capital.
In the event a special cause occurs (such as the acquisition of 15% of Aegons voting shares, a tender offer for Aegons shares or a proposed business combination by any person or group of persons, whether individually or as a group, other than in a transaction approved by the Executive Board and Supervisory Board), Vereniging Aegon will be entitled to exercise its full voting rights of 25/12 votes per preferred share for up to six months per special cause, thus increasing its current voting rights to 32.64%.
Threshold above which shareholder ownership must be disclosed
There are no such provisions in the Articles of Association. Dutch law requires public disclosure to an Authority for Financial Markets with respect to the ownership of listed shares when the following thresholds are met: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%.
Material differences between Dutch law and US law with respect to the items above
Reference is made to the paragraph Differences in company law practices for domestic companies included in the Corporate Governance section.
Special Conditions Governing Changes in the Capital
There are no conditions more stringent than what is required by law.
There are no material contracts.
Additional information | Annual Report on Form 20-F 2012 | 321 |
European Commission approval of State support
In August 2010 the European Commission approved the capital support obtained from the Dutch State at the height of the global financial crisis. The Commission gave its approval for the state support, but imposed a number of conditions on the company, which will remain in place until the support is fully repaid. These conditions include both structural measures and temporary behavioral constraints.
The behavioral constraints expired with the full repurchase of the core capital securities and repayment of the Dutch State on June 15, 2011. The structural measures that remained in force throughout 2012 include a reduction of the total U.S. general account assets, full delta hedging of the U.S. variable annuity guaranteed minimum income benefit back book, improvement of the ratio of consolidated shareholders equity to total equity base to at least 75% by December 2012 and acceleration of the run-off of certain portfolios, and selling or putting into run-off Aegons U.K. bulk purchase annuity business.
There are no legislative or other legal provisions currently in force in the Netherlands or arising under Aegons Articles of Association restricting remittances to holders of Aegons securities that are not resident in the Netherlands. Cash dividends payable in euros on Aegons common shares may be officially transferred from the Netherlands and converted into any other convertible currency.
I | Certain Netherlands tax consequences for holders of shares |
The following section outlines certain material Netherlands tax consequences of the acquisition, holding, redemption and disposal of Aegon common shares, but does not purport to be a comprehensive description of all Netherlands tax considerations that may be relevant. This section is intended as general information only and each prospective investor should consult a professional tax adviser with respect to the tax consequences of an investment in Aegon common shares.
This section is based on tax legislation, published case law, treaties, regulations and published policy, in each case as in force as of the date hereof, and it does not take into account any developments or amendments thereof after that date whether or not such developments or amendments have retroactive effect.
This section does not address the Netherlands tax consequences for:
i. | Investment institutions (fiscale beleggingsinstellingen); |
ii. | pension funds, exempt investment institutions (vrijgestelde beleggingsinstellingen) or other entities that are exempt from Netherlands corporate income tax; |
iii. | corporate holders of Aegon common shares, the shareholding of which qualifies for the participation exemption (deelnemingsvrijstelling) of the Netherlands corporate income tax act 1969 (Wet op de vennootschapsbelasting 1969). Generally speaking, a shareholding is considered to qualify as a participation for the participation exemption if it represents an interest of 5% or more of the nominal paid-up share capital; |
i. | holders of Aegon common shares holding a substantial interest (aanmerkelijk belang) or deemed substantial interest (fictief aanmerkelijk belang) in Aegon and holders of Aegon common shares of whom a certain related person holds a substantial interest in Aegon. Generally speaking, a substantial interest in Aegon arises if a person, alone or, where such person is an individual, together with his or her partner (statutory defined term), directly or indirectly, holds or is deemed to hold (i) an interest of 5% or more of the total of capital issued by Aegon or of 5% or more of the issued capital of a certain class of Aegon shares, (ii) rights to acquire, directly or indirectly, such interest or (iii) certain profit sharing rights in Aegon; |
ii. | persons to whom the beneficial interest in Aegon common shares is attributed based on the separated private assets (afgezonderd particulier vermogen) provisions of the Netherlands income tax act 2001 (Wet inkomstenbelasting 2001); |
iii. | entities which are a resident of Aruba, Curacao or Sint Maarten that have an enterprise which is carried on through a permanent establishment or a permanent representative on Bonaire, Sint Eustatius or Saba, to which permanent establishment or permanent representative the Aegon common shares are attributable; |
iv. | holders of Aegon common shares which are not considered the beneficial owner (uiteindelijk gerechtigde) of these shares or of the benefits derived from or realised in respect of the Aegon common shares; and |
v. | individuals to whom Aegon common shares or the income therefrom are attributable to employment activities which are taxed as employment income in the Netherlands. |
Where this section refers to the Netherlands, such reference is restricted to the part of the Kingdom of the Netherlands that is situated in Europe and the legislation applicable in that part of the Kingdom.
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Dividend Tax
Withholding requirement
Aegon is required to withhold 15% Netherlands dividend tax in respect of dividends paid on its common shares. In the Netherlands Dividend Tax Act 1965 (Wet op de dividendbelasting 1965), dividends are defined as the proceeds from shares, which include:
i. | proceeds in cash or in kind including direct or indirect distributions of profit; |
ii. | liquidation proceeds, proceeds on redemption of Aegon common shares and, as a rule, the consideration for the repurchase of its own common shares by Aegon in excess of the average paid-in capital recognised for Netherlands dividend tax purposes, unless a particular statutory exemption applies; |
iii. | the par value of new common shares issued to a holder of Aegon common shares or an increase of the par value of Aegon common shares, except when the (increase in the) par value of Aegon common shares is funded out of its paid-in capital as recognised for Netherlands dividend tax purposes; and |
iv. | partial repayments of paid-in capital recognised for Netherlands dividend tax purposes, if and to the extent there are qualifying profits (zuivere winst), unless Aegons general meeting of the shareholders has resolved in advance to make such repayment and provided that the nominal value of Aegon common shares concerned has been reduced by an equal amount by way of an amendment of the articles of association. |
Residents of the Netherlands
If a holder of Aegon common shares is a resident of the Netherlands, or deemed to be a resident of the Netherlands for Netherlands corporate or individual income tax purposes, dividend tax which is withheld with respect to proceeds from Aegon common shares will generally be creditable for Netherlands corporate income tax or Netherlands income tax purposes.
Non-residents of the Netherlands
If a holder of Aegon common shares is a resident of a country other than the Netherlands and if a treaty for the avoidance of double taxation with respect to taxes on income is in effect between the Netherlands and that country, and such holder is a resident for the purposes of such treaty, such holder may, depending on the terms of that particular treaty, qualify for full or partial relief at source or for a refund in whole or in part of the Netherlands dividend tax. A refund of the Netherlands dividend tax is available to entities resident in another EU member state, Norway, Iceland, or Liechtenstein if (i) these entities are not subject to corporate income tax there and (ii) these entities would not be subject to Netherlands corporate income tax, if these entities would be tax resident in the Netherlands for corporate income tax purposes and (iii) these entities are not comparable to investment institutions (fiscale beleggingsinstellingen) or exempt investment institutions (vrijgestelde beleggingsinstellingen). Furthermore, a similar refund of Netherlands dividend tax may be available to entities resident in other countries, under the additional condition that (i) the Aegon common shares are considered portfolio investments and (ii) the Netherlands can exchange information with this other country in line with the international standards for the exchange of information.
US-residents
Residents of the United States that qualify for, and comply with the procedures for claiming benefits under, the Convention between the Kingdom of the Netherlands and the United States of America for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income 1992 (the US/NL Income Tax Treaty) may, under various specified conditions, be eligible for a reduction of Netherlands dividend withholding tax rate from 15% to 5% if the resident of the United States is a company which holds directly at least 10% voting power in Aegon. The US/NL Income Tax Treaty provides, subject to certain conditions, for a complete exemption from, or refund of, Netherlands dividend withholding tax for dividends received by exempt pension trusts and exempt organizations, as defined therein.
Beneficial Owner
A recipient of proceeds from Aegon common shares will not be entitled to any exemption, reduction, refund or credit of Netherlands dividend tax if such recipient is not considered to be the beneficial owner of such proceeds. The recipient will not be considered the beneficial owner of these proceeds, if, in connection with such proceeds, the recipient has paid a consideration as part of a series of transactions in respect of which it is likely:
a. | that the proceeds have in whole or in part accumulated, directly or indirectly, to a person or legal entity that would: - as opposed to the recipient paying the consideration, not be entitled to an exemption from dividend tax; or - in comparison to the recipient paying the consideration, to a lesser extent be entitled to a reduction or refund of dividend tax; and |
b. | that such person or legal entity has, directly or indirectly, retained or acquired an interest in Aegon common shares or in profit-sharing certificates or loans, comparable to the interest it had in similar instruments prior to the series of transactions being initiated. |
Additional information | Annual Report on Form 20-F 2012 | 323 |
Netherlands Withholding Tax upon Redistribution of Foreign Dividends
Aegon must transfer to the Dutch tax authorities all Netherlands dividend withholding tax it withholds on dividends it distributed with respect to the Aegon common shares. Provided certain conditions are met, Aegon may apply a reduction with respect to the withholding tax that it has to pay over to the Dutch tax authorities. This reduction can be applied if Aegon distributes dividends that stem from dividends Aegon itself has received from certain qualifying non-Netherlands subsidiaries, provided these dividends received by Aegon are exempt from Dutch corporate income tax and were subject to withholding tax of at least 5% upon distribution to Aegon. The reduction is applied to the Netherlands dividend tax that Aegon must pay to the Netherlands tax authorities and not to the amount of the Netherlands dividend tax that Aegon must withhold. The reduction is equal to the lesser of:
i. | 3% of the amount of the dividends distributed by Aegon that are subject to withholding tax; and |
ii. | 3% of the gross amount of the dividends received during a certain period from the qualifying non-Netherlands subsidiaries. |
Corporate and Individual Income Tax
Residents of the Netherlands
If a holder of Aegon common shares is a resident or deemed to be a resident of the Netherlands for Netherlands corporate income tax purposes and is fully subject to Netherlands corporate income tax or is only subject to Netherlands corporate income tax in respect of an enterprise to which Aegon common shares are attributable, income derived from Aegon common shares and gains realised upon the redemption or disposal of Aegon common shares are generally taxable in the Netherlands (at up to a maximum rate of 25%) under the Netherlands corporate income tax act 1969 (Wet op de vennootschapsbelasting 1969).
If an individual is a resident or deemed to be a resident of the Netherlands for Netherlands individual income tax purposes (including an individual who has opted to be taxed as a resident of the Netherlands), income derived from Aegon common shares and gains realised upon the redemption or disposal of Aegon common shares are taxable at the progressive rates (at up to a maximum rate of 52%) under the Netherlands income tax act 2001 (Wet inkomstenbelasting 2001) if:
i. | the individual is an entrepreneur (ondernemer) and has an enterprise to which Aegon common shares are attributable or the individual has, other than as a shareholder, a co-entitlement to the net worth of an enterprise (medegerechtigde), to which enterprise Aegon common shares are attributable; or |
ii. | such income or gains qualify as income from miscellaneous activities (resultaat uit overige werkzaamheden), which include but are not limited to the performance of activities with respect to Aegon common shares that exceed regular, active portfolio management (normaal, actief vermogensbeheer). |
If neither condition (i) nor condition (ii) above applies to an individual that holds Aegon common shares, such individual must determine taxable income with regard to Aegon common shares on the basis of a deemed return on income from savings and investments (sparen en beleggen), rather than on the basis of income actually received or gains actually realised. This deemed return on income from savings and investments has been fixed at a rate of 4% of the individuals yield basis (rendementsgrondslag) at the beginning of the calendar year, insofar as the individuals yield basis exceeds a certain threshold. The individuals yield basis is determined as the fair market value of certain qualifying assets held by the holder of Aegon common shares less the fair market value of certain qualifying liabilities on 1 January. The fair market value of Aegon common shares will be included as an asset in the individuals yield basis. The 4% deemed return on income from savings and investments is taxed at a rate of 30%.
Non-residents of the Netherlands
If a person is neither a resident nor is deemed to be a resident of the Netherlands for Netherlands corporate or individual income tax purposes (nor has opted to be taxed as a resident of the Netherlands for individual income tax purposes), such person is not subject to Netherlands income tax in respect of income derived from Aegon common shares and gains realised upon the redemption or disposal of Aegon common shares, except if:
i. | the person is not an individual and (1) has an enterprise that is, in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands to which permanent establishment or a permanent representative Aegon common shares are attributable, or (2) is (other than by way of securities) entitled to a share in the profits of an enterprise or a co-entitlement to the net worth of an enterprise, which is effectively managed in the Netherlands and to which enterprise Aegon common shares are attributable. This income and these gains are subject to Netherlands corporate income tax at up to a maximum rate of 25%. |
ii. | the person is an individual that (1) has an enterprise or an interest in an enterprise that is, in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands to which permanent establishment or permanent representative Aegon common shares are attributable, or (2) realises income or gains with respect to Aegon common shares that qualify as income from miscellaneous activities (resultaat uit overige werkzaamheden) in the Netherlands which includes activities with respect to Aegon common shares that exceed regular, active portfolio management (normaal, actief vermogensbeheer), or (3) |
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is (other than by way of securities) entitled to a share in the profits of an enterprise that is effectively managed in the Netherlands and to which enterprise Aegon common shares are attributable. Income and gains derived from Aegon common shares as specified under (1) and (2) by an individual are subject to individual income tax at up to a maximum rate of 52%. Income derived from a share in the profits of an enterprise as specified under (3) that is not already included under (1) or (2) will be taxed on the basis of a deemed return on income from savings and investments (as described above under Residents of the Netherlands). The fair market value of the share in the profits of the enterprise (which includes Aegon common shares) will be part of the individuals Netherlands yield basis. |
Gift and Inheritance Tax
Residents of the Netherlands
Generally, gift tax (schenkbelasting) or inheritance tax (erfbelasting) will be due in the Netherlands in respect of the acquisition of Aegon common shares by way of a gift by, or on behalf of, or on the death of, a holder of Aegon common shares that is a resident or deemed to be a resident of the Netherlands for the purposes of Netherlands Gift and Inheritance Tax Act 1956 (Successiewet 1956) at the time of the gift or his or her death. A gift made under a condition precedent is for the purposes of Netherlands Gift and Inheritance Tax Act 1956 deemed to be made at the time the condition precedent is fulfilled and is subject to gift tax if the donor is, or is deemed to be a resident of the Netherlands at that time.
A holder of Netherlands nationality is deemed to be a resident of the Netherlands for the purposes of the Netherlands Gift and Inheritance Tax Act 1956 if he or she has been resident in the Netherlands and dies or makes a gift within ten years after leaving the Netherlands. A holder of any other nationality is deemed to be a resident of the Netherlands for the purposes of the Netherlands Gift and Inheritance Tax Act 1956 if he or she has been resident in the Netherlands and makes a gift within a twelve months period after leaving the Netherlands. The same twelve-month rule may apply to entities that have transferred their seat of residence out of the Netherlands.
Non-residents of the Netherlands
No gift or inheritance tax will arise in the Netherlands in respect of the acquisition of Aegon common shares by way of a gift by, or as a result of, the death of, a holder that is neither a resident nor deemed to be a resident of the Netherlands for the purposes of Netherlands Gift and Inheritance Tax Act 1956, However, inheritance tax will be due in the case of a gift of Aegon common shares by, or on behalf of, a holder who at the date of the gift was neither a resident nor deemed to be a resident of the Netherlands for the purposes of the Netherlands Gift and Inheritance Tax Act 1956, but such holder dies within 180 days after the date of the gift, and at the time of his or her death is a resident or deemed to be a resident of the Netherlands for the purposes of the Netherlands Gift and Inheritance Tax Act 1956. A gift made under a condition precedent is deemed to be made at the time the condition precedent is fulfilled.
Value Added Tax
In general, no value added tax will arise in respect of payments in consideration for the issue of Aegon common shares or in respect of a cash payment made under Aegon common shares, or in respect of a transfer of Aegon common shares.
Other Taxes and Duties
No registration tax, customs duty, transfer tax, stamp duty, capital tax or any other similar documentary tax or duty will be payable in the Netherlands by a holder of Aegon common shares in respect of or in connection with the subscription, issue, placement, allotment, delivery or transfer of the Aegon common shares.
ii Taxation in the United States
This section describes certain US Federal income tax consequences to beneficial holders of common shares that are held as capital assets. This section does not address all US Federal income tax matters that may be relevant to a particular holder. Each investor should consult their tax advisor with respect to the tax consequences of an investment in the common shares. This section does not address tax considerations for holders of common shares subject to special tax rules including, without limitation, the following:
¿ | Financial institutions; |
¿ | Insurance companies; |
¿ | Dealers or traders in securities or currencies; |
¿ | Tax-exempt entities; |
¿ | Regulated investment companies; |
¿ | Persons that will hold the common shares as part of a hedging or conversion transaction or as a position in a straddle or as part of a synthetic security or other integrated transaction for US Federal income tax purposes; |
Additional Information | Annual Report on Form 20-F 2012 | 325 |
¿ | Holders that own (or are deemed to own for US Federal income tax purposes) 10% or more of the voting shares of Aegon; |
¿ | Partnerships or pass-through entities or persons who hold common shares through partnerships or other pass-through entities; and |
¿ | Holders that have a functional currency other than the US dollar. |
Further, this section does not address alternative minimum tax consequences or the indirect effects on the holders of equity interests in a holder of common shares. This section also does not describe any tax consequences arising under the laws of any taxing jurisdiction other than the Federal income tax laws of the US Federal government.
This section is based on the US Internal Revenue Code of 1986, as amended, US Treasury regulations and judicial and administrative interpretations, in each case as in effect and available on the date of this Annual Report. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax consequences described below.
For the purposes of this section, a US holder is a beneficial owner of common shares that is, for US Federal income tax purposes:
¿ | A citizen or individual resident of the United States; |
¿ | A corporation created or organized in or under the laws of the United States or any state of the United States (including the District of Columbia); |
¿ | An estate, the income of which is subject to US Federal income taxation regardless of its source; or |
¿ | A trust, if a court within the United States is able to exercise primary supervision over its administration and one or more US persons have the authority to control all of the substantial decisions of such trust. |
A non-US holder is a beneficial owner of common shares that is not a US holder.
Tax Consequences to US Holders
Distributions
The gross amount of any distribution (including any amounts withheld in respect of Dutch withholding tax) actually or constructively received by a US holder with respect to common shares will be taxable to the US holder as a dividend to the extent of Aegons current and accumulated earnings and profits as determined under US Federal income tax principles. Such dividends will not qualify for the dividends received deduction otherwise allowable to corporations. Distributions in excess of current and accumulated earnings and profits are treated under US tax law as non-taxable return of capital to the extent of the US holders adjusted tax basis in the common shares. Distributions in excess of earnings and profits and such adjusted tax basis will generally be taxable to the US holder as capital gain from the sale or exchange of property. However, Aegon does not maintain calculations of its earnings and profits under US Federal income tax principles. Therefore, US holders of Aegon shares will generally be taxed on all distributions as dividends, even if some portion of the distributions might otherwise be treated as a non-taxable return of capital or as capital gain if the amount of US earnings and profits was known. The amount of any distribution of property other than cash will be the fair market value of that property on the date of distribution.
Certain qualified dividend income received by individual US holders is taxed at a maximum income tax rate of 15% in 2012 and 20% in 2013 and subsequent years. Only dividends received from US corporations or from a qualified foreign corporation and on shares held by an individual US holder for a minimum holding period (generally, 61 days during the 121-day period beginning 60 days before the ex-dividend date) can qualify for this reduced rate. Aegon is eligible for benefits under the comprehensive income tax treaty between the Netherlands and the US; therefore, Aegon should be considered a qualified foreign corporation for this purpose. Accordingly, dividends paid by Aegon to individual US holders on shares held for the minimum holding period may qualify for a reduced income tax rate. Each US holder should consult their tax advisor regarding the applicable tax rate.
Distributions paid in currency other than US dollars (a foreign currency), including the amount of any withholding tax thereon, must be included in the gross income of a US holder in an amount equal to the US dollar value of the foreign currency calculated by reference to the exchange rate in effect on the date of receipt. This is the case regardless of whether the foreign currency is converted into US dollars. If the foreign currency is converted into US dollars on the date of receipt, a US holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend. If the foreign currency received in the distribution is not converted into US dollars on the date of receipt, a US holder will have a basis in the foreign currency equal to its US dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the foreign currency will be treated as ordinary income or loss.
Dividends received by a US holder with respect to common shares will be treated as foreign source income for foreign tax credit limitation purposes. Subject to certain conditions and limitations, any Dutch income tax withheld on dividends may be deducted from
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taxable income or credited against a US holders Federal income tax liability. The limitation on foreign taxes eligible for the US foreign tax credit is calculated separately with respect to passive category income and general category income. Dividends distributed by Aegon generally will constitute passive category income, or, in the case of certain US holders, financial services income, which is treated as general category income. Each US holder should consult their tax advisor regarding the availability of the foreign tax credit under their particular circumstances.
The amount of the qualified dividend income paid by Aegon to a US holder that is subject to the reduced dividend income tax rate and that is taken into account for purposes of calculating the US holders US foreign tax credit limitation must be reduced by the rate differential portion of such dividend (which, assuming a US holder is in the highest income tax bracket, would generally require a reduction of the dividend amount by approximately 57.14% in 2012 and 49.49% in 2013 and subsequent years). Each US holder should consult their tax advisor regarding the implications of the rules relating to qualified dividend income on the calculation of US foreign tax credits under their particular circumstances.
In general, upon making a distribution to shareholders, Aegon is required to remit all Dutch dividend withholding taxes to the Dutch tax authorities The full amount of the taxes so withheld should (subject to certain limitations and conditions) be eligible for the US holders foreign tax deduction or credit as described above. Investors are urged to consult their tax advisors regarding the general creditability or deductibility of Dutch withholding taxes.
Aegon generally affords shareholders an option to receive dividend distributions in cash or in stock. A distribution of additional common shares to US holders with respect to their common shares that is made pursuant to such an election will generally be taxable in the same manner as a cash dividend under the rules described above.
Sale or Other Disposition of Shares
Upon the sale or exchange of common shares, a US holder will generally recognize gain or loss for US Federal income tax purposes on the difference between the US dollar value of the amount realized from such sale or exchange and the tax basis in those common shares. This gain or loss will be a capital gain or loss and will generally be treated as from sources within the United States. Investors should consult their tax advisors with respect to the treatment of capital gains (which may be taxed at lower rates than ordinary income for taxpayers who are individuals, trusts or estates that have held the common shares for more than one year) and capital losses (the deductibility of which is subject to limitations).
If a US holder receives foreign currency upon a sale or exchange of common shares, gain or loss, if any, recognized on the subsequent sale, conversion or disposition of such foreign currency will be ordinary income or loss, and will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. However, if such foreign currency is converted into US dollars on the date received by the US holder, the US holder generally should not be required to recognize any gain or loss on such conversion.
Passive Foreign Investment Company Considerations
Based on the nature of Aegons gross income, the average value of Aegons gross assets, and the active conduct of Aegons insurance business, Aegon does not believe that it could be classified as a Passive Foreign Investment Company (PFIC). If Aegon were treated as a PFIC in any year during which a US holder owns common shares, certain adverse tax consequences could apply. Investors should consult their tax advisors with respect to any PFIC considerations.
Tax Consequences to Non-US Holders
A non-US holder generally will not be subject to US Federal income tax on dividends received on common shares or on any gain realized on the sale or exchange of common shares unless the gain is connected with a trade or business that the non-US holder conducts in the United States or unless the non-US holder is an individual, such holder was present in the United States for at least 183 days during the year in which such holder disposes of the common shares, and certain other conditions are satisfied. Non-US holders should consult their tax advisors with respect to the US Federal income tax consequences of dividends received on, and any gain realized from the sale or exchange of, the common shares.
Backup Withholding and Information Reporting
Backup withholding and information reporting requirements may apply to certain payments on the common shares and to proceeds of a sale or redemption of the common shares to US holders made within the United States. Aegon, its agent, a broker, or any paying agent, as the case may be, may be required to withhold tax from any payment that is subject to backup withholding if a US holder fails to furnish the US holders taxpayer identification number, fails to certify that such US holder is not subject to backup withholding, or fails
Additional Information | Annual Report on Form 20-F 2012 | 327 |
to otherwise comply with the applicable requirements of the backup withholding rules. Certain US holders are not subject to the backup withholding and information reporting requirements.
Non-US holders that provide the required tax certifications of exempt or foreign status will generally be exempt from US information reporting requirements and backup withholding. However, sales proceeds a non-US holder receives on a sale of common shares through a broker may be subject to information reporting and backup withholding if the non-US holder is not eligible for an exemption.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a US holder or a non-US holder generally may be claimed as a credit against such holders US Federal income tax liability provided that the required information is furnished to the US Internal Revenue Service. Investors should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption. Non-US holders should consult their tax advisors concerning the applicability of the information reporting and backup withholding rules.
Individual US holders may be required to report to the IRS certain information with respect to their beneficial ownership of certain foreign financial assets, such as the common shares, if the aggregate value of such assets exceeds USD 50,000 and the assets are not held through a US financial institution. US holders who fail to report required information could be subject to substantial penalties. Prospective investors should consult their own tax advisors concerning the application of the information reporting rules to their particular circumstances.
Principal accountant fees and services
Ernst & Young Accountants has served as Aegons independent public accountant for each of the fiscal years in the three-year period ended December 31, 2012, for which audited financial statements appear in this Annual Report.
The following table presents the aggregate fees for professional services and other services rendered by Ernst & Young Accountants to Aegon in 2012, 2011 and 2010.
Fees Ernst & Young
In million EUR | 2012 | 2011 | 2010 | |||||||||
Audit Fees | 19 | 22 | 24 | |||||||||
Audit Related Fees | 7 | 6 | 2 | |||||||||
Tax Fees | - | - | - | |||||||||
All Other Fees | - | 1 | - | |||||||||
26 | 29 | 26 |
Audit fees consist of fees billed for the annual financial statement audit (including required quarterly reviews), subsidiary audits, equity investment audits and other procedures required to be performed by the independent auditor to be able to form an opinion on Aegons consolidated financial statements. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit or quarterly review. They also include fees billed for other audit services, which are those services that only the external auditor reasonably can provide, and include statutory audits or financial audits for subsidiaries or affiliates of the company and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.
Audit-related fees consist of fees billed for audit-related services including assurance and related services that are reasonably related to the performance of the audit or review of Aegons financial statements or that are traditionally performed by the independent auditor. Audit-related services include, among others, assurance services to report on internal controls for third parties, due diligence services pertaining to potential business acquisitions/dispositions; accounting consultations related to accounting, financial reporting or disclosure matters not classified as Audit services; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; financial audits of employee benefit plans; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements.
Tax fees include fees billed for tax compliance.
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All other fees include fees billed for permissible non-audit services that Aegon believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SECs rules on auditor independence.
Audit Committee Pre-approval Policies and Procedures
Aegons Audit Committee is responsible, among other matters, for the oversight of the external auditor. The Audit Committee has adopted a policy regarding pre-approval of audit and permissible non-audit services provided by Aegons independent auditors (the Pre-approval Policy).
Under the Pre-approval Policy, proposed services either
¿ | May be pre-approved by the Audit Committee without consideration of specific case-by-case services (general pre-approval); or |
¿ | Require the specific pre-approval of the Audit Committee (specific pre-approval). Appendices to the Pre-approval Policy (that are adopted each year) set out the audit, audit-related, tax and other services that have received general pre-approval of the Audit Committee. All other audit, audit-related, tax and other services must receive specific pre-approval from the Audit Committee. |
For the period 2010 to 2012, all services provided to Aegon by Ernst & Young Accountants were pre-approved by the Audit Committee in accordance with the Pre-approval Policy.
Purchases of equity securities by the issuer and affiliated purchasers
Period | Total number of shares purchased 1 |
Average price paid per share in EUR |
Total number of shares purchased as part of publicly announced plans or programs |
Maximum number of shares that may yet be purchased under the plans or programs at end of month |
||||||||||||
January 1 - 31, 2012 | 14,156 | 3.83 | - | - | ||||||||||||
February 1 - 29, 2012 | 13,765 | 3.79 | - | - | ||||||||||||
March 1 - 31, 2012 | 8,547 | 4.58 | - | - | ||||||||||||
April 1 - 30, 2012 | 14,963 | 3.83 | - | - | ||||||||||||
May 1 - 31, 2012 | 15,477 | 3.10 | - | - | ||||||||||||
June 1 - 30, 2012 | 15,323 | 3.11 | - | - | ||||||||||||
July 1 - 31, 2012 | 15,222 | 4.01 | - | - | ||||||||||||
August 1 - 31, 2012 | 11,931 | 4.06 | - | - | ||||||||||||
September 1 - 30, 2012 | 10,320 | 4.77 | - | - | ||||||||||||
October 1 - 31, 2012 | 9,436 | 4.69 | - | - | ||||||||||||
November 1 - 30, 2012 | 7,932 | 3.91 | - | - | ||||||||||||
December 1 - 31, 2012 | 6,193 | 4.62 | - | - | ||||||||||||
Total | 143,265 | - | - |
1 | The shares have been purchased as part of a share purchase program, to neutralize the dilution effect of issued stock dividends and to hedge Aegons obligations under its employee stock appreciation plans and other agent related incentive programs. Excluding Aegon shares purchased by index funds controlled by Aegon. Such purchases are made to the extent necessary to maintain a basket of securities within the relevant fund reflecting the underlying index. |
Documents on display
Aegon files annual reports with and furnishes other information to the Securities and Exchange Commission. You may read and copy any document filed with or furnished to the SEC by Aegon at the SECs public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Aegons SEC filings are also available to the public through the SECs web site at www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room in Washington D.C. and in other locations.
The SEC allows Aegon to incorporate by reference information into this Annual Report on Form 20-F, which means that:
1. | Incorporated documents are considered part of this Annual Report on Form 20-F; and |
2. | Aegon can disclose important information to you by referring you to those documents. |
Those documents contain important information about Aegon and its financial condition. You may obtain copies of those documents in the manner described above. You may also request a copy of those documents (excluding exhibits) at no cost by contacting us (refer to page 337)
Additional Information | Annual Report on Form 20-F 2012 | 329 |
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Additional Information | Annual Report on Form 20-F 2012 | 331 |
332
Additional Information | Annual Report on Form 20-F 2012 | 333 |
334
2012 | 2011 | |||||||||||||||||||||||||||||||||||||||
First Quarter |
Second Quarter |
Third Quarter |
Fourth Quarter |
Full Year |
First Quarter |
Second Quarter |
Third Quarter |
Fourth Quarter |
Full Year |
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Underlying earnings before tax |
||||||||||||||||||||||||||||||||||||||||
Life |
213 | 249 | 284 | 240 | 986 | 236 | 241 | 250 | 218 | 945 | ||||||||||||||||||||||||||||||
Individual savings and retirement products |
122 | 116 | 101 | 142 | 481 | 139 | 115 | 84 | 136 | 474 | ||||||||||||||||||||||||||||||
Pensions |
97 | 99 | 109 | 78 | 383 | 74 | 70 | 72 | 38 | 254 | ||||||||||||||||||||||||||||||
Non-life |
8 | (1 | ) | (3 | ) | 9 | 13 | 16 | 11 | 3 | 21 | 51 | ||||||||||||||||||||||||||||
Distribution |
6 | 4 | (1 | ) | 6 | 15 | 9 | (3 | ) | (3 | ) | (3 | ) | - | ||||||||||||||||||||||||||
Asset Management |
29 | 23 | 25 | 24 | 101 | 14 | 18 | 15 | 13 | 60 | ||||||||||||||||||||||||||||||
Other |
(64 | ) | (55 | ) | (50 | ) | (55 | ) | (224 | ) | (83 | ) | (67 | ) | (69 | ) | (84 | ) | (303 | ) | ||||||||||||||||||||
Share in underlying earnings before tax of associates |
14 | 8 | 7 | 3 | 32 | 9 | 16 | 9 | 7 | 41 | ||||||||||||||||||||||||||||||
Underlying earnings before tax |
425 | 443 | 472 | 447 | 1,787 | 414 | 401 | 361 | 346 | 1,522 | ||||||||||||||||||||||||||||||
Fair value items |
156 | 101 | (126 | ) | (131 | ) | - | (85 | ) | (23 | ) | (288 | ) | (20 | ) | (416 | ) | |||||||||||||||||||||||
Realized gains / (losses) on investments |
45 | 85 | 128 | 149 | 407 | 91 | 204 | 102 | 49 | 446 | ||||||||||||||||||||||||||||||
Impairment charges |
(41 | ) | (42 | ) | (35 | ) | (58 | ) | (176 | ) | (62 | ) | (100 | ) | (132 | ) | (94 | ) | (388 | ) | ||||||||||||||||||||
Other income / (charges) |
(17 | ) | (254 | ) | 3 | 106 | (162 | ) | (3 | ) | (16 | ) | (54 | ) | (194 | ) | (267 | ) | ||||||||||||||||||||||
Run-off businesses |
(2 | ) | 6 | 12 | (14 | ) | 2 | 22 | 10 | (5 | ) | 1 | 28 | |||||||||||||||||||||||||||
Income before tax |
566 | 339 | 454 | 499 | 1,858 | 377 | 476 | (16 | ) | 88 | 925 | |||||||||||||||||||||||||||||
Income tax |
(45 | ) | (85 | ) | (80 | ) | (116 | ) | (326 | ) | (50 | ) | (72 | ) | 76 | (7 | ) | (53 | ) | |||||||||||||||||||||
Net income / (loss) |
521 | 254 | 374 | 383 | 1,532 | 327 | 404 | 60 | 81 | 872 | ||||||||||||||||||||||||||||||
Net underlying earnings |
328 | 337 | 369 | 348 | 1,382 | 333 | 339 | 308 | 253 | 1,233 | ||||||||||||||||||||||||||||||
Underlying earnings before tax |
||||||||||||||||||||||||||||||||||||||||
Americas |
292 | 339 | 344 | 342 | 1,317 | 336 | 314 | 307 | 316 | 1,273 | ||||||||||||||||||||||||||||||
The Netherlands |
79 | 71 | 82 | 83 | 315 | 81 | 74 | 68 | 75 | 298 | ||||||||||||||||||||||||||||||
United Kingdom |
29 | 25 | 26 | 25 | 105 | 12 | 10 | 9 | (26 | ) | 5 | |||||||||||||||||||||||||||||
New Markets |
88 | 64 | 70 | 52 | 274 | 68 | 70 | 46 | 65 | 249 | ||||||||||||||||||||||||||||||
Holding and other activities |
(63 | ) | (56 | ) | (50 | ) | (55 | ) | (224 | ) | (83 | ) | (67 | ) | (69 | ) | (84 | ) | (303 | ) | ||||||||||||||||||||
Underlying earnings before tax |
425 | 443 | 472 | 447 | 1,787 | 414 | 401 | 361 | 346 | 1,522 | ||||||||||||||||||||||||||||||
Gross deposits (on and off balance sheet) |
11,043 | 9,757 | 9,426 | 9,246 | 39,472 | 7,377 | 6,715 | 10,496 | 7,100 | 31,688 | ||||||||||||||||||||||||||||||
Net deposits (on and off balance sheet) |
1,079 | 811 | 1,325 | 390 | 3,605 | (2,945 | ) | (2,687 | ) | 3,276 | (1,548 | ) | (3,904 | ) | ||||||||||||||||||||||||||
New life sales |
||||||||||||||||||||||||||||||||||||||||
Life single premiums |
1,160 | 1,068 | 1,125 | 2,058 | 5,411 | 1,726 | 1,189 | 1,073 | 1,876 | 5,864 | ||||||||||||||||||||||||||||||
Life recurring premiums annualized |
329 | 321 | 293 | 471 | 1,414 | 328 | 312 | 298 | 311 | 1,249 | ||||||||||||||||||||||||||||||
Total recurring plus 1/10 single |
445 | 428 | 405 | 677 | 1,955 | 501 | 431 | 405 | 498 | 1,835 | ||||||||||||||||||||||||||||||
New premium production accident & health insurance |
195 | 187 | 190 | 196 | 768 | 159 | 145 | 153 | 188 | 645 | ||||||||||||||||||||||||||||||
New premium production general insurance |
14 | 13 | 12 | 16 | 55 | 13 | 14 | 12 | 13 | 52 |
Annual Report on Form 20-F 2012 | 335 |
Cautionary note regarding non-GAAP measures
This report includes the non-IFRS financial measures: underlying earnings before tax, income tax (including associated companies) and income before tax (including associated companies). The reconciliation of these measures to the most comparable IFRS measures is presented in the tables in note 5 of this report. These non-IFRS measures are calculated by consolidating on a proportionate basis the revenues and expenses of Aegons associated companies in Spain, India, Brazil and Mexico. Aegon believes that its non-IFRS measures provide meaningful information about the underlying operating results of Aegons business including insight into the financial measures that senior management uses in managing the business.
Functional currencies
This report contains certain information about Aegons results and financial condition in USD for the Americas and GBP for the United Kingdom because those businesses operate and are managed primarily in those currencies. None of this information is a substitute for or superior to financial information about us presented in EUR, which is the currency of Aegons primary financial statements.
Forward-looking statements
The statements contained in this document that are not historical facts are forward-looking statements as defined in the US Private Securities Litigation Reform Act of 1995. The following are words that identify such forward-looking statements: aim, believe, estimate, target, intend, may, expect, anticipate, predict, project, counting on, plan, continue, want, forecast, goal, should, would, is confident, will, and similar expressions as they relate to Aegon. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Aegon undertakes no obligation to publicly update or revise any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which merely reflect company expectations at the time of writing. Actual results may differ materially from expectations conveyed in forward-looking statements due to changes caused by various risks and uncertainties. Such risks and uncertainties include but are not limited to the following:
¿ | Changes in general economic conditions, particularly in the United States, the Netherlands and the United Kingdom. |
¿ | Changes in the performance of financial markets, including emerging markets, such as with regard to: |
¿ | The frequency and severity of defaults by issuers in Aegons fixed income investment portfolios; |
¿ | The effects of corporate bankruptcies and/or accounting restatements on the financial markets and the resulting decline in the value of equity and debt securities Aegon holds; and |
¿ | The effects of declining creditworthiness of certain private sector securities and the resulting decline in the value of sovereign exposure that Aegon holds. |
¿ | Changes in the performance of Aegons investment portfolio and decline in ratings of Aegons counterparties. |
¿ | Consequences of a potential (partial) break-up of the euro. |
¿ | The frequency and severity of insured loss events. |
¿ | Changes affecting mortality, morbidity, persistence and other factors that may impact the profitability of Aegons insurance products. |
¿ | Reinsurers to whom Aegon has ceded significant underwriting risks may fail to meet their obligations. |
¿ | Changes affecting interest rate levels and continuing low or rapidly changing interest rate levels. |
¿ | Changes affecting currency exchange rates, in particular the EUR/USD and EUR/GBP exchange rates. |
¿ | Changes in the availability of, and costs associated with, liquidity sources such as bank and capital markets funding, as well as conditions in the credit markets in general such as changes in borrower and counterparty creditworthiness. |
¿ | Increasing levels of competition in the United States, the Netherlands, the United Kingdom and emerging markets. |
¿ | Changes in laws and regulations, particularly those affecting Aegons operations, ability to hire and retain key personnel, the products Aegon sells, and the attractiveness of certain products to its consumers. |
¿ | Regulatory changes relating to the insurance industry in the jurisdictions in which Aegon operates. |
¿ | Changes in customer behavior and public opinion in general related to, among other things, the type of products also Aegon sells, including legal, regulatory or commercial necessity to meet changing customer expectations. |
¿ | Acts of God, acts of terrorism, acts of war and pandemics. |
¿ | Changes in the policies of central banks and/or governments. |
¿ | Lowering of one or more of Aegons debt ratings issued by recognized rating organizations and the adverse impact such action may have on Aegons ability to raise capital and on its liquidity and financial condition. |
¿ | Lowering of one or more of insurer financial strength ratings of Aegons insurance subsidiaries and the adverse impact such action may have on the premium writings, policy retention, profitability and liquidity of its insurance subsidiaries. |
336
¿ | The effect of the European Unions Solvency II requirements and other regulations in other jurisdictions affecting the capital Aegon is required to maintain. |
¿ | Litigation or regulatory action that could require Aegon to pay significant damages or change the way Aegon does business. |
¿ | As Aegons operations support complex transactions and are highly dependent on the proper functioning of information technology, a computer system failure or security breach may disrupt Aegons business, damage its reputation and adversely affect its results of operations, financial condition and cash flows. |
¿ | Customer responsiveness to both new products and distribution channels. |
¿ | Competitive, legal, regulatory, or tax changes that affect profitability, the distribution cost of or demand for Aegons products. |
¿ | Changes in accounting regulations and policies may affect Aegons reported results and shareholders equity. |
¿ | The impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including Aegons ability to integrate acquisitions and to obtain the anticipated results and synergies from acquisitions. |
¿ | Catastrophic events, either manmade or by nature, could result in material losses and significantly interrupt Aegons business. |
¿ | Aegons failure to achieve anticipated levels of earnings or operational efficiencies as well as other cost saving initiatives. |
Further details of potential risks and uncertainties affecting the company are described in the companys filings with NYSE Euronext Amsterdam and the US Securities and Exchange Commission, including the Annual Report. These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the companys expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Annual Report on Form 20-F 2012 | 337 |
Headquarter | ||
Aegon N.V. | ||
Aegonplein 50 | ||
2591 TV The Hague | ||
The Netherlands | ||
Telephone: | +31 (0)70 344 32 10 | |
www.aegon.com | ||
Media Relations: | ||
Telephone: | +31 (0)70 344 8956 | |
Email: | gcc-ir@aegon.com | |
Investor Relations: | ||
Telephone: | +31 70 344 8305 | |
or toll free (US only): | 877 548 9668 | |
Email: | ir@aegon.com |
Colophon | ||
Consultancy and design | DartGroup, Amsterdam (NL) | |
Editing and production | Aegon Corporate Communications (NL) | |
Typesetting | DartGroup, Amsterdam (NL) |
338 | Additional information Exhibits |
Exhibits
Index to Exhibits
1 | Articles of Association, incorporated by reference to Exhibit 99.1 to Form 6-K filed with the SEC on May 18, 2011. (1) | |||
4.1 | Amendment of the 1983 Merger Agreement among Aegon and Vereniging Aegon. (2) | |||
4.2 | Preferred Shares Voting Rights Agreement. (3) | |||
4.3 | Employment Agreement between J.J. Nooitgedagt and Aegon N.V. (4) | |||
4.4 | Employment Agreement between A.R. Wynaendts and Aegon N.V. (5) | |||
4.5 | A.R. Wynaendts 2004 Long-term Incentive Plan Agreement (5) | |||
4.6 | Aegon N.V. Long-term Incentive Plan Rules (7) | |||
4.7 | Aegon N.V. Short-term Incentive Plan Rules (8) | |||
4.8 | Assignment Agreement between A.R. Wynaendts and Aegon N.V. (9) | |||
4.9 | Senior Loan Agreement between Vereniging Aegon, The State of the Netherlands and Aegon N.V. dated December 1, 2008. (10) | |||
4.10 | Subscription Agreement between Vereniging Aegon, The State of the Netherlands and Aegon N.V. dated December 1, 2008. (11) | |||
4.11 | Agreement on Governance and Certain Other Matters between Vereniging Aegon, The State of the Netherlands and Aegon N.V. dated December 1, 2008. (12) | |||
4.12 | Amendment agreement Terms and Conditions of Aegon Securities between Vereniging Aegon, The State of the Netherlands and Aegon N.V. dated August 16, 2010 (13). | |||
7 | Ratio of earnings to fixed charges. | |||
8 | List of Subsidiaries of Aegon N.V. Incorporation by reference to Note 52 of this Annual Report. | |||
12.1 | Certification of the Chief Executive Officer pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934. | |||
12.2 | Certification of the Chief Financial Officer pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934. | |||
13 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | |||
15 | Consent of independent registered public accounting firm. | |||
(1) | Incorporated by reference to Form 6-K (file no. 1193125-07-126500) filed with the SEC on May 31, 2007. | |||
(2) | Incorporated by reference to Exhibit 4.2 to Form F-3 (file no. 333-106497) filed with the SEC on June 25, 2003. | |||
(3) | Incorporated by reference to Exhibit 4.3 to Form F-3 (file no. 333-106497) filed with the SEC on June 25, 2003. | |||
(4) | Incorporated by reference to Exhibit 4.3 to Form 20-F 2009 filed with the SEC on March 29, 2010. | |||
(5) | Incorporated by reference to Exhibit 4.11 to Form 20-F 2004 filed with the SEC on March 29, 2005. | |||
(6) | Incorporated by reference to Exhibit 4.12 to Form 20-F 2004 filed with the SEC on March 29, 2005. | |||
(7) | Incorporated by reference to Exhibit 4.13 to Form 20-F 2004 filed with the SEC on March 29, 2005. | |||
(8) | Incorporated by reference to Exhibit 4.14 to Form 20-F 2004 filed with the SEC on March 29, 2005. | |||
(9) | Incorporated by reference to Exhibit 4.15 to Form 20-F 2005 filed with the SEC on March 30, 2006. | |||
(10) | Incorporated by reference to Exhibit 4.10 to Form 20-F 2008 filed with the SEC on March 31, 2009. | |||
(11) | Incorporated by reference to Exhibit 4.11 to Form 20-F 2008 filed with the SEC on March 31, 2009. | |||
(12) | Incorporated by reference to Exhibit 4.12 to Form 20-F 2008 filed with the SEC on March 31, 2009. | |||
(13) | Incorporated by reference to Exhibit 4.12 to Form 20-F 2010 filed with the SEC on March 30, 2011. |
The Company agrees to furnish to the Securities and Exchange Commission upon request copies of instruments with respect to long-term debt of the Company and its consolidated subsidiaries.
Annual Report on Form 20-F 2012 | 339 |