Aegon USA Life Group (Cons) · 2017-12-27 · AXXX no-lapse universal life sales (the company...

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FINANCIAL INSTITUTIONS CREDIT OPINION 25 December 2017 Update Analyst Contacts Bob Garofalo +1.212.553.4663 VP-Sr Credit Officer [email protected] Nick Caruso +1.212.553.4589 Associate Analyst [email protected] Scott Robinson +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) Update following recent affirmation at A1 Stable Summary Moody's A1 insurance financial strength (IFS) rating (stable outlook) of three operating life insurance companies in the Aegon USA Life Group (Aegon USA - i.e., Transamerica Life Insurance Company , Transamerica Premier Life Insurance Company , and Transamerica Financial Life Insurance Company ) - is based on the group's leading position in the U.S. life insurance and asset accumulation markets, strong business line and distribution diversification. Aegon USA continues to make progress in increasing profitability and leveraging its market positions to grow its life insurance and retirement businesses in its core business lines while investing in programs to improve its back office operations and its worksite businesses and exit or de-emphasize non-core, and/or underperforming businesses (i.e. institutional life insurance and payout annuities). Aegon USA's strengths are mitigated by lower than expected profitability for its rating level, precipitated by volatility in long-term care and life insurance results, and the interest rate, equity, and hedging risks of its variable annuity (VA) liabilities. Separately, the company’s level premium term life (“XXX”) and no-lapse universal life insurance (“AXXX”) business extensively use captives, which weaken the quality of reserves, asset quality, and regulatory capital on a consolidated basis. Exhibit 1 Net income and return on capital 0% 5% 10% 15% 20% 25% 0 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 2012 2013 2014 2015 2016 Return on avg. Capital (1 yr. avg ROC) Net Income ($ Millions) Net income (loss) attributable to common shareholders Return on avg. capital (1 yr. avg ROC) Sources: Moody's Investors Service; Company Filings

Transcript of Aegon USA Life Group (Cons) · 2017-12-27 · AXXX no-lapse universal life sales (the company...

Page 1: Aegon USA Life Group (Cons) · 2017-12-27 · AXXX no-lapse universal life sales (the company announced its withdrawal of this product in Q1 2015), have resulted in Aegon USA's material

FINANCIAL INSTITUTIONS

CREDIT OPINION25 December 2017

Update

Analyst Contacts

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

Nick Caruso +1.212.553.4589Associate [email protected]

Scott Robinson +1.212.553.3746Associate [email protected]

Marc R. Pinto, CFA [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)Update following recent affirmation at A1 Stable

SummaryMoody's A1 insurance financial strength (IFS) rating (stable outlook) of three operating lifeinsurance companies in the Aegon USA Life Group (Aegon USA - i.e., Transamerica LifeInsurance Company, Transamerica Premier Life Insurance Company, and TransamericaFinancial Life Insurance Company) - is based on the group's leading position in the U.S.life insurance and asset accumulation markets, strong business line and distributiondiversification. Aegon USA continues to make progress in increasing profitability andleveraging its market positions to grow its life insurance and retirement businesses in itscore business lines while investing in programs to improve its back office operations and itsworksite businesses and exit or de-emphasize non-core, and/or underperforming businesses(i.e. institutional life insurance and payout annuities).

Aegon USA's strengths are mitigated by lower than expected profitability for its rating level,precipitated by volatility in long-term care and life insurance results, and the interest rate,equity, and hedging risks of its variable annuity (VA) liabilities. Separately, the company’slevel premium term life (“XXX”) and no-lapse universal life insurance (“AXXX”) businessextensively use captives, which weaken the quality of reserves, asset quality, and regulatorycapital on a consolidated basis.

Exhibit 1

Net income and return on capital

0%

5%

10%

15%

20%

25%

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

2012 2013 2014 2015 2016

Retu

rn o

n avg. C

apital (1 yr. avg R

OC

)

Net

Inco

me

($ M

illio

ns)

Net income (loss) attributable to common shareholders Return on avg. capital (1 yr. avg ROC)

Sources: Moody's Investors Service; 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 net statutory capital generation

Credit challenges

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

» Potential decline in revenues, due to the impact of the DOL’s rules on VA and IRA sales and the rationalization of products anddistribution channels

» Potential parent company calls on capital, given public shareholder pressures and holding company needs; and increased regulatorycapital due to tax reform in the U.S.

Rating outlookThe stable outlook on Aegon USA reflects its leading market positions in well diversified business lines and distribution channelspartially offset by weaker (for the rating) quality of capital from the use of captives. Items to watch for include the impact of tax reformon the company’s regulatory capital ratios, the potential for calls on capital from parent company, the headwinds from the FiduciaryRule, notwithstanding its delay, the success of integrating its new Mercer defined contribution record keeping acquisition, and volatilityin operating results.

Factors that could lead to an upgrade

» Return on statutory capital (ROC) of the US operations consistently above 8% with a sustained reduction in volatility

» Materially less reliance on reinsurance captives from current levels in the US (as measured by total reserve credit and modcoreserves)

» Consolidated total leverage at Aegon group below 30% and earnings coverage consistently above 8x

Factors that could lead to a downgrade

» Return on statutory capital (ROC) of the US operations consistently below 4%

» Combined NAIC RBC ratio of less than 325% (CAL), after adjustment for intercompany loans and reinsurance captives

» Consolidated group financial leverage at Aegon group sustainably above 40% and earnings coverage consistently below 4x

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.

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Key indicators

Exhibit 2

Aegon USA Life Group (Cons) [1][2] 2016 2015 2014 2013 2012

As Reported (USD Millions)

Total Assets 213,801 207,850 209,140 198,509 184,487

Total Shareholders' Equity 8,568 8,801 9,532 7,834 8,178

Net income (loss) attributable to common shareholders 1,098 199 894 909 1,843

Total Revenue 29,651 29,686 37,972 28,279 22,988

Moody's Adjusted Rat ios

High Risk Assets % Shareholders' Equity 93.3% 90.6% 76.3% 95.2% 104.3%

Goodwill & Intangibles % Shareholders' Equity[3] 58.0% 52.4% 47.4% 61.5% 55.8%

Shareholders' Equity % Total Assets 4.5% 4.7% 5.2% 4.5% 5.1%

Return on avg. capital (1 yr. avg ROC) 7.3% 0.2% 9.8% 7.0% 19.1%

Sharpe Ratio of ROC (5 yr. avg) 126.8% 11.8% 30.8% NA NA

Financial Leverage[3] 36.2% 28.2% 27.4% 31.1% 30.4%

Total Leverage[3] 43.8% 37.5% 37.4% 44.1% 45.3%

Earnings Coverage (1 yr.)[3] 2.3x -0.8x 3.6x 2.5x 3.8x

Cash Flow Coverage (1 yr.)[3] NA NA NA NA NA

[1] Information based on SAP financial statements as of Fiscal YE December 31

[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 Fiscal YE December 31

Sources: Moody's Investors Service; Company Filings

ProfileAegon USA is the wholly-owned US life insurance operation of the Netherlands-based Aegon N.V. (Aegon; senior debt A3, Stable)financial services group. The US represents approximately half of the group's sales and two-thirds of earnings and cash-flows.

On November 3, 2015, the G-20 Financial Stability Board (FSB) designated Aegon a global systemically important insurer (G-SII), acredit positive for Aegon and its policyholders and bondholders, all of which will benefit from higher capital requirements and enhancedsupervision.

Detailed credit considerationsWe rate the life subsidiaries of Aegon USA A1 for insurance financial strength, which is in line with the adjusted rating indicated by theMoody's insurance financial strength rating scorecard.

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

Market position and brand: Strong pension growth; VA-driven expansion appears overAegon USA is building its brand, and maintains strong market positions in its major pension and life insurance business lines. Thecompany ranked among the top 5 in life insurance, as measured by term and universal life sales in 2016 and among the top 10 forVA assets with approximately $75.1 billion of account value as of September 30, 2017. The acquisition of the Mercer record-keepingbusiness, which included preferred status on the Mercer exchange, could increase pension sales, a lower risk product, in its definedcontribution platform. Aegon is ranked #15 in the 457 business, #6 in the 401(k) business and #4 in the 403 (b) business. (StrategicInsight, Inc.)

The company is currently positioned at the high A level on an unadjusted scorecard basis, down from the low Aa level in 2015. Thedecrease in the company's market share score in 2016 was, in large part, driven by lower VA sales, due to low interest rates, anduncertainties around the DOL’s more conservative fiduciary sales guidelines. Because we view VAs, as higher risk insurance products

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

(i.e., compared with traditional whole life), we believe Aegon USA's score remains adequately positioned at the A level on an adjustedbasis.

Distribution: 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 significantly.

The recent Mercer acquisition, which makes Aegon USA a preferred record-keeper on Mercer's benefit and retirement plan exchange,could improve its diversity of distribution if sales grow materially through Mercer over time. The company’s adjusted factor score of Afor distribution is in line with its unadjusted score.

Product focus and diversification: Liability risk stems from XXX/AXXX concentrations, and in-force VA and LTC risksAegon USA maintains strong product line diversification within the U.S. life insurance sector. Its key principal product lines areindividual life, individual variable annuities, 403(b)/401(k) products, accident & health products (Medicare supplemental insurance,long term care (LTC), disability insurance) and fixed annuities (deferred, payout, etc.). Following the financial crisis, the companyde-emphasized fixed annuities, and other interest sensitive businesses, (i.e., institutional investment products (IIP), BOLI/COLI, andreinsurance). In June 2017 Transamerica Life Insurance Company completed the sale of a majority of its US run-off payout annuity andCOLI/BOLI businesses to Wilton Re (unrated), decreasing its exposure to business susceptible to spread compression.

However, sizable blocks of fixed deferred annuities remain (approximately $11 billion, on an IFRS basis at September 30, 2017), andother interest-sensitive concentrations continue to grow (e.g., long-term care). In addition, XXX term life sales, and, until recently,AXXX no-lapse universal life sales (the company announced its withdrawal of this product in Q1 2015), have resulted in Aegon USA'smaterial dependence on third-party financed captives to reduce resultant reserve and capital strain, as well as liquidity risk at theAegon USA holding company, which guarantees certain AXXX structures. In addition, the in-force VA business exposes the company toincreasing equity market and hedging risks, as well as greater reserve, earnings and capital volatility.

Additionally, though currently leading to outflows, we believe the acquisition of the Mercer record-keeping business, gives the companyscale in the pension administration business and will eventually increase pension sales, a lower risk product, in its defined contributionplatform. As a result, Aegon USA remains consistent on this factor with A-rated peers, in terms of both the unadjusted and adjustedmetrics.

Asset quality: Asset losses remain low despite certain higher-risk holdingsThe group's high-risk asset ratio, calculated on a statutory basis, increased in 2016 to about 93% (from 91% in 2015). In 2016, as inprior years, high risk assets were 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 22% of invested assets on an IFRS basis (i.e., Alt-A, subprime, RMBS, as well as CMBS, CML, and bank hybridsecurities). In a stress investment scenario, we believe Aegon USA’s stress investment losses to be manageable compared to its peers asa percentage of general account investments. Gross impairments (including fair value adjustments for energy-related investments atyear-end), remain below historical industry averages (i.e., 20-30 basis points per annum).

Consolidated goodwill and other intangibles represented 58% of Aegon N.V.'s shareholders' equity as of year-end 2016, up from 52.4%at year-end 2015, which is high for its rating level. However, most of the intangibles are in the form of deferred acquisition costs, whichare generally substantial for life companies, and are more readily realized into real equity than goodwill. Since the increase in goodwilland other intangibles as a % of shareholders' equity is the main driver of the asset quality unadjusted score dropping to Baa from A, forthe reasons above, we have maintained Aegon USA's adjusted score at A, above the unadjusted score for this factor.

Capital adequacy: Nominal RBC ratio strong, but pressured by the return of capital to the parent company and by captivesAegon 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. Aegon USA's combined September 30, 2017 NAIC RBC ratio, was approximately 445% (company action level),

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

which is typically consistent with Aa-rated peers, albeit down from 490% as of 2015, due largely to over $1.5 billion of capital returnedto Aegon USA’s Dutch parent company in 2016 and 2017. Capital adequacy in the US benefits from Reg. XXX term life, Guideline AXXXuniversal life, and embedded value transactions - including an onshore captive, whose primary asset is a $1.8 billion guarantee fromAegon USA's US holding company – and diminish the quality of the group's consolidated regulatory capital. The non-recognition ofreserve credit for these transactions, which are only partially included in the consolidated RBC ratio (for example, a $0.8 billion ofthe parental guarantee is included in the capital of TLIC), would cause the RBC ratio to drop significantly, if regulatory changes or astress situation precipitated the denial of credit for the guarantee or the recapture of the underlying business. In 2016, $7.22 billionand $8.2 billion of reserve credit was taken for XXX and AXXX, respectively. Although taxes are complex, the implications from theUS tax reform bill would cause Aegon USA’s RBC ratio to decline even with the same investment risk, assuming tax rates used in thecalculation are adjusted downward.

For these reasons, and because more shareholder friendly activities of the parent company (e.g., share repurchase activity, etc.) wouldpressure Aegon USA’s NAIC RBC ratio, we believe Aegon USA's score for this factor remains more consistent with low A-rated than Aa-rated peers.

Profitability: Profitability has come under pressureOn an unadjusted basis, Aegon USA's statutory profitability is consistent with A-rated peers, primarily driven by significant accountingvolatility from VA hedging and captive reinsurance transactions which skews its profitability. In the first nine months of 2017, statutorynet income rose to approximately $800 million from about $700 million in the same period of 2016.

The Aegon Americas group improved on an IFRS basis with a net income of $966 million in the first nine months of 2017 compared to$448 million during the same period of 2016 driven by favorable market conditions and experience in its accident and health businessand life and expense savings.

The implications from the US tax reform bill could cause Aegon USA’s profitability to increase as a result of corporate tax rates beingreduced. However, taxes are complex, and several tax increases included in the bill could offset the benefit from the new lowercorporate rate.

Overall, we believe Aegon’s profitability is still in the low A range on an adjusted basis despite the lower than expected profitability forits rating level, given the company’s broad product base, expense efficiency initiatives, divestitures and exiting of non-core businessesand continuing shift toward lower risk products and fee income. However, continuing profit volatility will lead to downward pressure onthe score for this factor.

Liquidity and asset/liability management (ALM): Good Liquidity, but challenges from VA/UL liabilities in complex structures at captivesAegon 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, most of which have been transferred to onshore and offshore captive reinsurers via complex transactions. Some of thesestructures, which are with banks, include provisions that would require Aegon USA to provide liquidity to the counterparty undercertain stress conditions. Despite these additional liquidity and ALM risks, we believe Aegon’s liquidity and ALM is still in the low Aarange on an adjusted basis, in line with its unadjusted score.

Financial flexibility: Leverage has generally improved over timeWe 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.

As of 31 December 2016, €11.5 billion of debt was outstanding, of which €1.5 billion (13%) was recourse operational debt, €5.4 billion(46%) was senior debt or commercial paper and €4.7 billion (40%) was subordinated debt. As of year-end 2016, Aegon also had€6.4 billion of outstanding non-recourse debt (e.g., funding of mortgages through RMBS) that we include neither in financial debt,nor in operational debt in our calculations. The majority of the group's borrowings is traditionally either directly attributable to orguaranteed by Aegon N.V., but since 2016, senior debt includes borrowings to the Federal Home Loan Bank (FHLB), issued by someAegon’s subsidiaries in the US (YE2016: €2.8 billion and Aegon issued an additional €1.7 billion in the first nine months of 2017).

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We view Aegon N.V.'s financial flexibility in line with a single A score. In 2016 financial leverage (excluding operational debts) materiallyincreased to around 36% (2015: 28%), and will further increase at year-end 2017, after several years of decline and of deleveragingactions, as a result of additional borrowings and the decline in shareholders’ equity. Additional debt notably includes more than €4billion of borrowings to the FHLB (€2.8 billion as of YE2016) that Aegon uses primarily to purchase long-term assets and increase theduration of its assets in its US life subsidiaries. New debt issued in 2016 also includes €500 million of senior debt issued to refinancedebt which matured in 2017, and €500 million of a 1-year senior debt in August 2017.

Aegon's financial flexibility remains nonetheless constrained by a relatively low earnings coverage (around 2x on a 5-year averagebasis), mostly driven by a weak profitability. The group's consolidated return on capital was 1.7% on average in the last five years buthas been improving in recent quarters. The group reported a net income of €1,375 million in the first nine months of 2017, up from€116 million in the same period of 2016, reflecting lower one-off charges and improvements in underlying profitability.

Exhibit 3

Aegon N.V. - Consolidated leverage and coverage

-1.0x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

2012 2013 2014 2015 2016

Earnin

gs Coverage (1 Y

r.)Le

vera

ge

Financial Leverage Total Leverage Earnings Coverage (1 yr.)

Source: Moody's Investors Service; Company Filings

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 2016 and the first nine months of 2017, the US companies up streamed approximately $655 millionand about $870 million in dividends respectively.

Other considerationsAegon USA clearly benefited in the past from the ownership and support of its parent, Aegon N.V. and its strong financial flexibility,as seen during 2008-2009 when large losses at Aegon USA were offset by large capital contributions from Aegon. It’s strategy hasbeen to refocus its insurance operations on a larger global scale, with somewhat less emphasis and dependence on the U.S. However,even after achievement of greater global diversity, Aegon USA still accounts for at least half of Aegon's global operations, by a varietyof measures. 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 favourably to more diversified groups with a similar notching level.

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Rating methodology and scorecard factors

Exhibit 4

Financial Strength Rating Scorecard [1][2] Aaa Aa A Baa Ba B Caa Score Adj Score

A A

Market Posit ion and Brand (15%) A A

- Relative Market Share Ratio X

Distribut ion (10%) A A

- Distribution Control X

- Diversity of Distribution X

Product Focus and Diversificat ion (10%) A A

- Product Risk X

- Life Insurance Product Diversification X

Financial Profile Baa A

Asset Quality (10%) Baa A

- High Risk Assets % Shareholders' Equity 93.3%

- Goodwill & Intangibles % Shareholders' Equity[3] 58.0%

Capital Adequacy (15%) Baa A

- Shareholders' Equity % Total Assets 4.5%

Profitability (15%) A A

- Return on Capital (5 yr. avg) 8.7%

- Sharpe Ratio of ROC (5 yr. avg) 126.8%

Liquidity and Asset/Liability Management (10%) Aa Aa

- Liquid Assets % Liquid Liabilities X

Financial Flexibility (15%) Baa A

- Financial Leverage[3] 36.2%

- Total Leverage[3] 43.8%

- Earnings Coverage (5 yr. avg)[3] 2.3x

- Cash Flow Coverage (5 yr. avg)[3]

Operat ing Environment Aaa - A Aaa - A

Aggregate Profile A3 A1

[2] The Scorecard rating is an important component of the company's published rating, reflecting the stand-alone financial strength before other considerations (discussed above) are incorporated into

the analysis

[1] Information based on SAP financial statements as of Fiscal YE December 31

[3] Information based on IFRS financial statements of AEGON N.V. as of Fiscal YE December 31

Sources: Moody's Investors Service; Company Filings

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Ratings

Exhibit 5Category Moody's RatingAEGON N.V.

Rating Outlook STASenior Unsecured A3Senior Unsecured MTN (P)A3Commercial Paper P-2LT Issuer Rating A3Subordinate Baa1 (hyb)

TRANSAMERICA LIFE INSURANCE COMPANY

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

TRANSAMERICA PREMIER LIFE INSURANCECOMPANY

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

TRANSAMERICA FINANCIAL LIFE INSURANCECOMPANY

Rating Outlook STAInsurance Financial Strength A1

Source: Moody's Investors Service

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© 2017 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.

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To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability to any person or entity for anyindirect, special, consequential, or incidental losses or damages whatsoever arising from or in connection with the information contained herein or the use of or inability to use anysuch information, even if MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers is advised in advance of the possibility of such losses ordamages, including but not limited to: (a) any loss of present or prospective profits or (b) any loss or damage arising where the relevant financial instrument is not the subject of aparticular credit rating assigned by MOODY’S.

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Moody’s Investors Service, Inc., a wholly-owned credit rating agency subsidiary of Moody’s Corporation (“MCO”), hereby discloses that most issuers of debt securities (includingcorporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody’s Investors Service, Inc. have, prior to assignment of any rating,agreed to pay to Moody’s Investors Service, Inc. for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,500,000. MCO and MIS also maintainpolicies and procedures to address the independence of MIS’s ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO andrated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually atwww.moodys.com under the heading “Investor Relations — Corporate Governance — Director and Shareholder Affiliation Policy.”

Additional terms for Australia only: Any publication into Australia of this document is pursuant to the Australian Financial Services License of MOODY’S affiliate, Moody’s InvestorsService Pty Limited ABN 61 003 399 657AFSL 336969 and/or Moody’s Analytics Australia Pty Ltd ABN 94 105 136 972 AFSL 383569 (as applicable). This document is intendedto be provided only to “wholesale clients” within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, yourepresent to MOODY’S that you are, or are accessing the document as a representative of, a “wholesale client” and that neither you nor the entity you represent will directly orindirectly disseminate this document or its contents to “retail clients” within the meaning of section 761G of the Corporations Act 2001. MOODY’S credit rating is an opinion asto the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors. It would be recklessand inappropriate for retail investors to use MOODY’S credit ratings or publications when making an investment decision. If in doubt you should contact your financial or otherprofessional adviser.

Additional terms for Japan only: Moody's Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly-owned by Moody’sOverseas Holdings Inc., a wholly-owned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a NationallyRecognized Statistical Rating Organization (“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by anentity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit rating agencies registeredwith the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively.

MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferredstock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any rating, agreed to pay to MJKK or MSFJ (as applicable) for appraisal and rating services rendered by it feesranging from JPY200,000 to approximately JPY350,000,000.

MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.

REPORT NUMBER 1106414

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10 25 December 2017 Aegon USA Life Group (Cons): Update following recent affirmation at A1 Stable