13
FINANCIAL INSTITUTIONS CREDIT OPINION 7 October 2020 Update Contacts Bob Garofalo +1.212.553.4663 VP-Sr Credit Officer [email protected] Dillon Floughton +1 212.553.4468 Associate Analyst [email protected] Scott Robinson, CFA +1.212.553.3746 Associate Managing Director [email protected] Marc R. Pinto, CFA +1.212.553.4352 MD-Financial Institutions [email protected] CLIENT SERVICES Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454 Aegon USA Life Group (Cons) Outlook changed to negative due to pressures on profitability and capital adequacy Summary Our credit view of the life insurance companies in the Aegon USA Life Group - i.e., Transamerica Life Insurance Company (TLIC, insurance financial strength rating (IFS) A1, negative), Transamerica Premier Life Insurance Company (TPLIC, IFS A1, negative) 1 , and Transamerica Financial Life Insurance Company (TFLIC, IFS A1, negative) is based on its well established positions in the US life insurance and asset accumulation businesses including individual and employee workplace markets. The rating also reflects the company's utilization of diversified distribution channels, its diversified earnings that benefit from economies of scale, and a stable capital position. On October 2, 2020, Moody’s affirmed the ratings and changed the outlook to negative from stable . The change in outlook reflects concerns about lower than expected profitability for its rating level, significant exposure to interest sensitive liabilities, struggles to mitigate low interest rates, earnings volatility, and the inability to consistently build sales momentum. The recent decline in market interest rates and the possibility of prolonged low interest rates could place additional pressure on the company’s earnings and capital. Deterioration in the investment portfolio would also compound the pressure. In addition, the company's level premium term life (”XXX”) and no-lapse universal life (UL) insurance (”AXXX”) business, which was written before the introduction of principle based reserving, uses captives and other structured insurance transactions to finance reserves, which weakens the quality of reserves, asset quality, and regulatory capital on a consolidated basis. We also believe the economic slowdown, ultra-low interest rates, and elevated unemployment rates will stress most aspects of life insurers' financials, including Aegon USA. Exhibit 1 Modest profitability in core businesses; expected pressure in 2020 Sources: Moody's Investors Service and company filings

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Page 1: Aegon USA Life Group (Cons)...1 day ago  · Moody's rates the life insurance subsidiaries of Aegon USA A1 for insurance financial strength, which is in line with the adjusted scorecard-indicated

FINANCIAL INSTITUTIONS

CREDIT OPINION7 October 2020

Update

Contacts

Bob Garofalo +1.212.553.4663VP-Sr Credit [email protected]

Dillon Floughton +1 212.553.4468Associate [email protected]

Scott Robinson, CFA +1.212.553.3746Associate Managing [email protected]

Marc R. Pinto, CFA +1.212.553.4352MD-Financial [email protected]

CLIENT SERVICES

Americas 1-212-553-1653

Asia Pacific 852-3551-3077

Japan 81-3-5408-4100

EMEA 44-20-7772-5454

Aegon USA Life Group (Cons)Outlook changed to negative due to pressures on profitabilityand capital adequacy

SummaryOur credit view of the life insurance companies in the Aegon USA Life Group - i.e.,Transamerica Life Insurance Company (TLIC, insurance financial strength rating (IFS) A1,negative), Transamerica Premier Life Insurance Company (TPLIC, IFS A1, negative)1, andTransamerica Financial Life Insurance Company (TFLIC, IFS A1, negative) is based on its wellestablished positions in the US life insurance and asset accumulation businesses includingindividual and employee workplace markets. The rating also reflects the company's utilizationof diversified distribution channels, its diversified earnings that benefit from economies ofscale, and a stable capital position.

On October 2, 2020, Moody’s affirmed the ratings and changed the outlook to negativefrom stable. The change in outlook reflects concerns about lower than expected profitabilityfor its rating level, significant exposure to interest sensitive liabilities, struggles to mitigatelow interest rates, earnings volatility, and the inability to consistently build sales momentum.The recent decline in market interest rates and the possibility of prolonged low interest ratescould place additional pressure on the company’s earnings and capital. Deterioration in theinvestment portfolio would also compound the pressure. In addition, the company's levelpremium term life (”XXX”) and no-lapse universal life (UL) insurance (”AXXX”) business,which was written before the introduction of principle based reserving, uses captives andother structured insurance transactions to finance reserves, which weakens the quality ofreserves, asset quality, and regulatory capital on a consolidated basis. We also believe theeconomic slowdown, ultra-low interest rates, and elevated unemployment rates will stressmost aspects of life insurers' financials, including Aegon USA.

Exhibit 1

Modest profitability in core businesses; expected pressure in 2020

Sources: Moody's Investors Service and company filings

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Credit strengths

» Broad product offering and leading positions in the domestic life insurance and accumulation businesses

» Well diversified business lines, product offerings, and distribution channels

» Generally good statutory net capital generation

Credit challenges

» Pressured profitability as a result of lower interest rates, adverse mortality development in universal and traditional life, adversemarket conditions for variable annuities and lower margins for legacy long-term care (LTC) business and retirement plans,

» Managing the volatility in the capital position due the exposure to equity markets, lower interest rates and unhedged credit risks asa result of changing credit spreads

» Sizable use of captives and structured transactions, weakening the quality of reserves, and regulatory capital

» Potential parent company calls on capital, given public shareholder pressures and holding company needs

OutlookThe negative outlook on Aegon USA reflects Moody's concerns that the lower than expected profitability will continue to weigh onearnings due to lower interest rates, unfavorable mortality experience, as well as elevated defaults and ratings migration. Aegon USA’sbusiness is adversely impacted by the ultralow interest rate environment, which over time reduces the company's investment returnssupporting its businesses. Items to watch for include the impact from the potential calls on capital from its parent company, interestrate and equity levels on profitability and capital adequacy, the continued transition and integration of administrative services withTata Consultancy Services Limited (Baa1, negative) and LTCG (unrated), as well as the affect of the current economic disruption on itsasset portfolio.

Factors that could lead to a stable outlookGiven the negative outlook, there is limited upward pressure on AEGON USA ratings. A combination of the following drivers couldreturn the outlook to stable:

» Return on statutory capital (ROC) of the US operations consistently above 6% with a sustained reduction in volatility

» Materially less reliance on reinsurance captives and reserve financing structures from current levels in the US (as measured by totalreserve credit and modco reserves)

» Consolidated total leverage at Aegon group below 30% and earnings coverage consistently above 5x

» Improved organic capital generation; and

» Successful execution of the US business plan during Aegon’s strategic review, reflected by improving business operations andfinancial performance

This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page onwww.moodys.com for the most updated credit rating action information and rating history.

2 7 October 2020 Aegon USA Life Group (Cons): Outlook changed to negative due to pressures on profitability and capital adequacy

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Factors that could lead to a downgrade

» ROC of the US operations consistently below 4%

» Combined NAIC RBC ratio of less than 350% (CAL), after adjustment for intercompany loans and reinsurance captives or areduction in capital of more than 10% over a 12 month period

» Consolidated group financial leverage at Aegon group sustainably above 30% and earnings coverage consistently below 4x; and

» Modest success in the implementation of the US business plan during Aegon’s strategic review affecting business operations andfinancial performance

Related to TLIC, the P-1 Short-term IFS rating, is likely to remain unchanged, if the A1 IFS rating of the company were downgraded onenotch.

Key indicators

Aegon USA Life Group (Cons)

Aegon USA Life Group (Cons) [1][2] 2019 2018 2017 2016 2015As Reported (US Dollar Millions)Total Assets 214,535 201,204 217,573 213,801 207,850Total Shareholders' Equity 9,807 9,200 8,656 8,568 8,801Net Income (Loss) Attributable to Common Shareholders 4,259 (684) 407 1,098 199Total Revenue 28,622 26,674 10,521 29,651 29,686Moody's Adjusted RatiosHigh Risk Assets % Shareholders' Equity 79.6% 81.3% 83.5% 92.6% 89.6%Goodwill & Intangibles % Shareholders' Equity[3] 50.8% 58.9% 52.3% 58.0% 52.4%Shareholders' Equity % Total Assets 5.4% 5.3% 4.8% 4.6% 4.8%Return on Average Capital (ROC) 26.0% -6.4% 6.2% 7.5% 0.1%Sharpe Ratio of ROC (5 yr.) 55.1% 52.5% 168.9% 126.9% 11.7%Adjusted Financial Leverage[3] 25.4% 31.2% 32.5% 31.0% 22.5%Total Leverage[3] 31.0% 39.9% 40.4% 39.3% 32.8%Earnings Coverage[3] 4.9x 2.6x 6.9x 3.0x -0.9xCash Flow Coverage[3] NA NA NA NA NA[1]Information based on SAP financial statements as of the fiscal year ended 31 December.[2]Certain items may have been relabeled and/or reclassified for global consistency.[3]Information based on IFRS financial statements of AEGON N.V. as of the fiscal year ended 31 December.Sources: Moody's Investors Service and company filings

ProfileAegon N.V. (Aegon; senior debt A3, Negative) is a Netherland's based insurer headquartered in the The Hague that has operated formore than 175 years, where it is a leading provider of life insurance and pension products and services. Transamerica Corporation(unrated) is the holding company for the US operations and through its operating subsidiaries' conducts business in all 50 states in theU.S., Puerto Rico, Guam and US Virgin Islands. The US represents approximately half of the group's sales and 60% of earnings and cash-flows operating through two life insurance companies in 2 core business units - Workplace Solutions and Individual Solutions.

The G-20 Financial Stability Board (FSB) previously designated Aegon a global systemically important insurer, a credit positive forAegon and its policyholders and bondholders, all of which will benefit from higher capital requirements and enhanced supervision.However, the FSB suspended its framework in November 2019, and it is not expected to revisit the framework until November 2022where it will re-establish or discontinue the process.

3 7 October 2020 Aegon USA Life Group (Cons): Outlook changed to negative due to pressures on profitability and capital adequacy

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Exhibit 3

Simplified Organizational Chart

Source: Moody's Investors Service and company filings

Exhibit 4

Premiums are diversified by line of business, Q2 2020Exhibit 5

Majority of reserves derived from annuities

* Other includes Credit Life & Industrial LifeSource: Moody's Investors Service and company filings

Individual Life 12%

Annuities83%

Credit Life0%

Group Life1%

A&H4%

* As of YE 2019Source: Moody's Investors Service and company filings

4 7 October 2020 Aegon USA Life Group (Cons): Outlook changed to negative due to pressures on profitability and capital adequacy

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Detailed credit considerationsMoody's rates the life insurance subsidiaries of Aegon USA A1 for insurance financial strength, which is in line with the adjustedscorecard-indicated outcome from Moody's insurance financial strength rating scorecard.

Insurance financial strength ratingThe key factors currently influencing the rating and outlook are:

Market position and brand: A - Solid positions in pension and life insurance; sales to be pressuredAegon utilizes its Transamerica brand in the US, and maintains strong market positions in its major pension and life insurance businesslines. The company ranked among the top 10 in life insurance, as measured by term and universal life (UL) sales and among the top 10for variable annuity (VA) assets with approximately $73.8 billion of account value on an IFRS basis as of June 30, 2020. Its retirementplans business, including its record-keeping business, adds to its defined benefit platform. Aegon is ranked #3 in the 403 (b) businessby total assets according to PlanSponsor’s 2019 Recordkeeping survey.

Overall gross deposits were flat in H1 2020 compared to the same period in 2019 with mutual funds deposits experiencing stronggrowth. However, Retirement Plans, VA's, and new life insurances sales all saw declines.

Because we view VAs, as higher risk insurance products (i.e., compared with traditional whole life), we believe Aegon USA's scoreremains adequately positioned at the A level on an unadjusted and adjusted basis.

Distribution: A - Multiplicity of largely independent channels helps extend distribution reachAegon USA has good distribution diversity, with key channels that include independent and captive agents, direct marketing, andworksite marketing, consistent with A-rated peers, both on an unadjusted and adjusted scorecard basis. Aegon USA's distributionnetwork is largely independent, which affords it less control generally and less robust policyholder persistency than a captive-drivendistribution model; however, the group's multiplicity of channels has helped it extend its distribution reach. The coronavirus-driveneconomic disruption will likely pressure sales in the short term.

As a result, the company’s adjusted factor score of A for distribution is in line with its unadjusted score.

Product focus and diversification: A - Liability risk stems from XXX/AXXX concentrations, in-force VA and LTC risks; pressure from lowinterest ratesAegon USA maintains strong product line diversification within the U.S. life insurance sector. Its key principal product lines areindividual life, individual VA's, 403(b) & 401(k) products, accident & health products (Medicare supplemental insurance, LTC, disabilityinsurance) and fixed annuities (deferred, fixed indexed, payout, etc.). While the company has de-emphasized capital intensiveand interest sensitive businesses in recent years, sizable blocks of inforce legacy business remain that include VA, fixed annuities(approximately $8.7 billion, on an IFRS basis at June 30, 2020), and other interest-sensitive concentrations (e.g., LTC). The LTC block($7.0 billion of IFRS reserves) is vulnerable to potential reserve increases due to worsening claims experience and/or low interest rates,particularly if the performance deviates from actuarial projections and modeling.

We believe the record-keeping business, gives the company scale in the pension administration business contributing to increasedpension sales, a lower risk product, in its defined contribution platform. The business has experienced net outflows from contractdiscontinuances and surrenders. As the net outflows have slowed, we believe the business will transition to net inflows prospectively.

Overall, Aegon USA remains consistent on this factor with A-rated peers, in terms of both the unadjusted and adjusted metrics.

Asset quality: A - Asset quality subject to impairments as credit migration accelerates; investment losses will likely rise.AEGON USA’s high risk assets are composed largely of below-investment-grade bonds, equities, and alternative investments, placingthe high risk assets sub-factor score in the A-range, on an unadjusted scorecard basis. The company also has a significant exposure tohigher risk assets that are not included in the simple scorecard metric. These include non-agency structured housing-related securities,amounting to roughly 18% of invested assets on an IFRS basis as of June 30, 2020 (i.e., Alt-A, subprime, RMBS, as well as CMBS,CML, and bank hybrid securities). In a stress investment scenario, we believe Aegon USA’s stress investment losses to be manageablecompared to its peers as a percentage of general account investments. We expect impairment losses driven by coronavirus impacts toincrease in 2020 but be more of an earnings than a capital event. In our stress ratings migration analysis, we found the company’s RBC

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

declined by around 45 RBC points, lower than median average for the industry. Moody’s projects US speculative grade defaults to riseto a range between 10.9% - 14.5% in the first quarter of 2021.

Consolidated goodwill and other intangibles represent approximately 51% of Aegon N.V.'s shareholders' equity, which remainsrelatively high for its rating level. However, most of the intangibles are in the form of deferred acquisition costs (DAC), which aregenerally substantial for life companies, and are more readily realized into real equity than goodwill.

As a result, the company’s adjusted factor score of A for Asset Quality is in line with its unadjusted score.

Capital adequacy: A - Nominal RBC ratio strong, but pressured by the return of capital to the parent company and by captives and reservefinancing transactionsAegon USA's unadjusted scorecard metric of capital-to-total assets aligns with a Baa rating, depressed primarily because of the asset-intensive liabilities the company writes. However, we believe that the NAIC risk-based capital (RBC) ratio is a better indicator of thegroup's capitalization. As of June 30, 2020 and YE 2019, the company’s RBC ratio was higher than its bottom-end of the target range of350% at 407% and 470% respectively. The decline in the ratio during 1H 2020 was impacted by lower interest rates, declining equitymarket levels, and limited impacts from widening credit spreads, defaults and rating migrations. We expect the US to maintain a 350%or higher RBC ratio; a level below that would place downward pressure on Aegon’s US ratings. Additionally, the Aegon USA will not payits planned dividend to the Group for H2 2020, to protect its balance sheet amidst the uncertain economic outlook.

Capital adequacy in the US benefits from Reg. XXX term life and Guideline AXXX universal life captive and structured insurancetransactions. These transactions diminish the quality of the group's consolidated regulatory capital. The non-recognition of reservecredit for these transactions, which are only partially included in the consolidated RBC ratio would cause the RBC ratio to dropsignificantly, if regulatory changes or a stress situation precipitated the denial of credit for the guarantee or the recapture of theunderlying business. In 2019, $7.7 billion and $9.5 billion of reserve credit was taken for XXX and AXXX, respectively. Overall, webelieve Aegon USA's score for this factor remains more consistent with low A-rated than Baa-rated peers.

Profitability: A - Profitability has come under pressure, diverse earnings by productAegon USA's statutory profitability continues to support the dividends that have been paid; however, accounting volatility betweennet income and direct to surplus adjustments due to lower interest rates, VA hedging, reserve strengthening and other one-time itemsskews its profitability.

The US business remains Aegon's main earnings contributor and upon which the Group will be mainly dependent on to achieve itsinternal capital generation. The US (or “Americas”) posted weaker than expected earnings in 2019, with results reduced by 8% to€1.1 billion driven by unfavorable life insurance and lower fee income earnings in the Retirement Plans and VA businesses. Weakunderlying earnings in the US continue to weigh on Aegon’s H1 2020 results which reported a 54% reduction in earnings driven byadverse mortality and persistency and the implications of the continued lower interest rate environment. The US business continuesto face profitability headwinds, exacerbated by the coronavirus, and we expect its profitability in the second half of this year to remainconstrained. Aegon has withdrawn its Group 2019-2021 financial targets in light of the uncertain economic outlook pressures forthe remainder of 2020. The US posted a $1.4 billion statutory net loss driven by changes in the companies long-term interest rateassumptions, and adverse mortality. We remain concerned about older age mortality and the performance of the LTC block of business,which is sensitive to changes in assumptions regarding morbidity improvements, model updates and adverse claims experience.

Overall, we believe Aegon’s profitability is still in the low A range on an adjusted basis from the Baa unadjusted basis despite the lowerthan expected profitability for its rating level, given the company’s broad product base, expense efficiency initiatives, divestitures andexiting of non-core businesses and continuing shift toward lower risk products and fee income. However, the continued volatility inprofitability will lead to downward pressure on the score for this factor.

6 7 October 2020 Aegon USA Life Group (Cons): Outlook changed to negative due to pressures on profitability and capital adequacy

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Exhibit 6

IFRS pre-tax underlying earnings remain challenged for the US businesses

(In $Millions)Source: Moody's Investors Service and company filings

Liquidity and asset/liability management (ALM): Aa - Good Liquidity, but challenges from VA/UL liabilities with complex structures tomanage riskAegon USA's unadjusted score on this factor is consistent with Aa-rated peers. However, we note that the group's ALM is complicatedby its VA product offering (which includes various death and living benefit guarantees), and term and no-lapse universal life insuranceguarantees. Some of these structures include provisions that would require Aegon USA to provide liquidity to the counterparty undercertain stress conditions. Lastly, the merger of TPLIC with TLIC and the collapsing of a captive into the newly merged entity, providesadditional margin for cash flow testing results and capital adequacy ratios for year-end 2020. Despite these additional liquidity andALM risks, we believe Aegon’s liquidity and ALM is still in the low Aa range on an adjusted basis, in line with its unadjusted score.

Financial flexibility: A - Driven by parent Aegon N.V.We analyze Aegon USA's financial flexibility at the consolidated Aegon N.V. level and view it in line with an A score. The majority of thegroup's borrowings are either directly attributable to or guaranteed by Aegon N.V.

Aegon's consolidated Group equity increased by €1.5 billion to €26.5 billion at H1 2020 (YE2019: €25.0 billion) driven mainly by higherrevaluation reserves on available for sale investments as a result of lower interest rates.

As at YE2019, Aegon reported €8.4 billion of financial debt outstanding, of which €3.6 billion (42%) was senior debt, FHLB borrowingsor commercial paper and €4.9 billion (58%) was subordinated debt. As of YE2019, Aegon also had €5.8 billion of outstanding operatingnon-recourse debt (e.g. funding of mortgages through RMBS, pass-through covered bonds and senior debt issued by Aegon Bank) thatwe include neither in financial debt, nor in operational debt in our calculations.

The group's capital funding borrowings are directly attributable to or guaranteed by Aegon N.V. However since 2016, Aegon's leverageincludes borrowings to the Federal Home Loan Bank (FHLB), issued by some Aegon’s subsidiaries in the US, which Aegon uses primarilyto purchase long-term assets and increase the duration of its assets in its US life subsidiaries. As of YE2019, FHLB borrowings accountedfor €1.8 billion a decline of €1.7 billion from the level reported at YE2018 of €3.5 billion.

We view Aegon N.V.'s financial flexibility in line with a single A rating and we expect adjusted financial leverage to remain below 30%going forward. At YE2019 adjusted financial leverage (excluding operational debts and including the assets backing the Group’s Dutchdefined benefit plan) declined by a material 5.9% points to 25.4% (YE2018: 31.2%), driven mainly by the combined effect of thereduction in FHLB borrowings and commercial paper, and the increase in shareholders' equity. One of the Group's priorities under itsnew CEO is to further delever, which we view positively. This will be aided by the Group’s decision to cancel the H2 2019 dividend andre-base the H1 2020 dividend, and Aegon intends to not refinance $500 million senior debt maturing in December 2020.

In 2019, Aegon issued its inaugural restricted Tier 1 perpetual contingent convertible securities for €500 million redeemed agrandfathered Tier 1 security for $500 million, and through it's finance vehicle, Aegon Funding Company LLC, issued $925 million Tier

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

2 guaranteed dated subordinated notes which led to the redemption of another grandfathered Tier 1 security for $1 billion issued in2005. Going forward Aegon will continue to replace its existing grandfathered Tier 1 securities ahead of the end of the grandfatheringperiod in 2025.

Total leverage, which includes recourse operational debt and does not incorporate equity credit for hybrid securities, decreasedsignificantly to 31% at YE2019 (YE2018: 39.9%), driven by the reduction in adjusted financial leverage and the repayment of almost allthe outstanding debt with recourse for a total amount of €1.4 billion.

Exhibit 7

Financial leverage expected to modestly decline

-1x

0x

1x

2x

3x

4x

5x

6x

7x

8x

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

2015 2016 2017 2018 2019

Ea

rnin

gs C

overa

ge

(1 Y

r.)L

eve

rag

e

Adjusted Financial Leverage Total Leverage Earnings Coverage

Source: Moody's Investors Service and company filings

Aegon's financial flexibility remains nonetheless constrained by a relatively low interest coverage (3.3x on a 5-year average basis forthe period 2019-2015), mostly driven by a weak and volatile profitability. As a result of the continuing volatility in earnings, the interestcoverage increased significantly in 2019 to 4.9x after falling in 2018 to 2.6x (6.9x in 2017) driven by a stronger reported net incomeattributable to owners (for basic earnings per share calculation) of €1,441 million in 2019 (€631 million in 2018) while interest expenseson financial debt remained broadly stable. Although Aegon's underlying earnings before tax were down by 5% in 2019 to €1,973million, driven by the continuing weakening of the US business, net income was significantly higher than previous year, supported by animproved, although still negative, non-operating result of -€101 million (-€1,245 million in 2018).

Liquidity analysisAegon USA's US holding companies have no debt outstanding, since debt is issued by Aegon N.V.; however, bank letters of credit dosupport certain of its captive XXX and AXXX transactions. Aegon USA periodically pays statutory dividends to its ultimate holdingcompany in the Netherlands. For full year 2019, the US companies up streamed approximately $900 million in dividends. In the near-term, the US companies did remit a dividend of $450 million in H1 2020. However, Aegon USA will not pay the remaining amount ofits planned annual dividend of $0.9 billion to the Group in order to protect its balance sheet amidst the uncertain economic outlook.

8 7 October 2020 Aegon USA Life Group (Cons): Outlook changed to negative due to pressures on profitability and capital adequacy

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Environmental, social, and governance considerationsEnvironmental

An increased focus on environmental risks by life insurers is net credit positive for the industry. A responsible investing approachencourages insurers to think long term, diversify their portfolios, manage regulatory trends, and consider more broadly the materialrisks and opportunities across all asset classes.

Social

Life insurers have a moderate overall exposure to social risks. Given this sector's reliance on handling customer data and privacy,customer relations are important. Regulatory, demographic and societal trends related to regulatory rules and practices, taxation ofproducts, people living longer and an aging population will affect products that are sold for retirement and estate planning, and theability of insurers to effectively distribute and price these products. Societal trends could also limit the ability of Aegon USA Life Groupto share adverse experience through higher premium rate actions on policyholders of life and long-term care insurance.

Governance

Corporate governance is highly relevant to life insurers and is important to creditors because governance weaknesses can lead toa deterioration in a company's credit quality, while governance strengths can benefit a company's credit profile. The governanceconsiderations most relevant to our credit analysis are (1) management credibility & track record, (2) ownership structure (e.g. privatelyheld, publicly traded, or mutual), (3) growth and financing strategy, (4) risk management, and (5) Board oversight.

Other considerationsAegon USA benefited in the past from the ownership and support of its parent, Aegon N.V. and its strong financial flexibility, as seenduring 2008-2009 when large losses at Aegon USA were offset by large capital contributions from Aegon. It’s strategy has been torefocus its insurance operations on a larger global scale, with somewhat less emphasis and dependence on the U.S. However, evenafter achievement of greater global diversity, Aegon USA still accounts for at least half of Aegon's global operations, by a variety ofmeasures. Because Aegon's A3 senior debt rating will continue to be primarily driven by its U.S. operations, we do not believe thatAegon USA's stand-alone A1 rating should be uplifted due to the ownership by Aegon.

Support and structural considerationsThe spread between the A1 IFS rating (stable) on the US operating subsidiaries and the A3 senior unsecured debt rating at Aegon USA’sultimate parent company, Aegon N.V. is 2 notches, which is narrower than the typical three-notch spread between a holding companyand the composite IFS rating of its operating subsidiaries. The two-notch differential is driven by the geographical diversity of thegroup. However, the group's somewhat dependence on earnings from the US operations and predominant focus on life and retirementbusiness compares less favorably to more diversified groups with a similar notching level

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Rating methodology and scorecard factors

Exhibit 8

Aegon USA Life Group (Cons)

Financial Strength Rating Scorecard [1][2] Aaa Aa A Baa Ba B Caa ScoreAdj ScoreBusiness Profile A AMarket Position and Brand (15%) A A

-Relative Market Share Ratio XDistribution (10%) A A

-Distribution Control X-Diversity of Distribution X

Product Focus and Diversification (10%) A A-Product Risk X-Life Insurance Product Diversification X

Financial Profile A AAsset Quality (10%) A A

-High Risk Assets % Shareholders' Equity 79.6%-Goodwill & Intangibles % Shareholders' Equity[3] 50.8%

Capital Adequacy (15%) Baa A-Shareholders' Equity % Total Assets 5.4%

Profitability (15%) Baa A-Return on Capital (5 yr. avg.) X-Sharpe Ratio of ROC (5 yr.) X

Liquidity and Asset/Liability Management (10%) Aa Aa-Liquid Assets % Liquid Liabilities X

Financial Flexibility (15%) A A-Adjusted Financial Leverage[3] X-Total Leverage[3] X-Earnings Coverage (5 yr. avg.)[3] X-Cash Flow Coverage (5 yr. avg.)[3]

Operating Environment Aaa - A Aaa - APreliminary Standalone Outcome A3 A1[1] Information based on SAP financial statements as of fiscal year ended December 31, 2019. [2] The Scorecard rating is an important component of the company's published rating,reflecting the standalone financial strength before other considerations (discussed above) are incorporated into the analysis. [3] Information based on IFRS financial statements of AEGONN.V. as of fiscal year ended December 31, 2019.Source: Moody’s Investors Service

Ratings

Exhibit 9

Category Moody's RatingTRANSAMERICA LIFE INSURANCE COMPANY

Rating Outlook NEGInsurance Financial Strength A1ST Insurance Financial Strength P-1

TRANSAMERICA PREMIER LIFE INSURANCECOMPANY

Rating Outlook NEGInsurance Financial Strength A1

TRANSAMERICA FINANCIAL LIFE INSURANCECOMPANY

Rating Outlook NEGInsurance Financial Strength A1

Source: Moody's Investors Service

10 7 October 2020 Aegon USA Life Group (Cons): Outlook changed to negative due to pressures on profitability and capital adequacy

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Moody’s related publicationsRating action:

» Moody's affirms AEGON N.V.'s A3 senior unsecured debt rating, outook changed to negative (October 2, 2020)

» Moody's affirms AEGON N.V.'s A3 senior unsecured debt rating, outook stable (November1, 2019)

Issuer Profile:

» Aegon USA Life Group (Cons) Key Facts and Statistics - Q2 June 2020

Issuer comment:

» Aegon N.V. - Weak underlying earnings and large net loss in the US weigh heavily on Aegon’s first half results. Still headwinds in H2(August 17, 2020)

» Aegon N.V. - Weak underlying earnings in the US weigh on Aegon’s first quarter results, expect pressures in remainder of 2020 (May20, 2020)

» Aegon N.V. - US business weighs on underlying earnings results (February 19, 2020)

Sector Research:

» Life Insurance – US: Energy, retail, and travel investments to take a capital hit, but fixed-income holdings are limited, September2020

» Life Insurance – Global: Life insurers go virtual, tech sorts winners from losers post coronavirus, September 2020

» Life Insurance – US: Pandemic weakens life insurers' profitability, lowers sales, August 2020

» Life Insurance – US: CLO credit quality weakens; likely minimal losses for most life insurers, August 2020

» Insurance – Global: CDS Indicator: Coronavirus-driven negative market sentiment in Q1, rebound in Q2, July 2020

» Life Insurance – US: Retail, lodging mortgage loans will weaken capital amid coronavirus-driven downturn, May 2020

» Life Insurance – US: Earnings calls suggest claims impact from coronavirus will be limited, May 2020

» Life Insurance - US: Life insurers can tolerate higher coronavirus claims; life reinsurers more exposed, April 2020

» Life Insurance - US: Capital levels are strong but vulnerable to coronavirus-driven economic shock, April 2020

Industry Outlook:

» Life Insurance - US: Outlook changed to negative amid low-interest rates, credit deterioration, April 2020

Methodology:

» Life Insurers Methodology, November 2019

To access any of these reports, click on the entry above. Note that these references are current as of the date of publication of thisreport and that more recent reports may be available. All research may not be available to all clients.

Endnotes1 TPLIC was merged into TLIC on October 1, 2020

11 7 October 2020 Aegon USA Life Group (Cons): Outlook changed to negative due to pressures on profitability and capital adequacy

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

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13 7 October 2020 Aegon USA Life Group (Cons): Outlook changed to negative due to pressures on profitability and capital adequacy