AEGOF Aegon Ltd (PK)

Securities and Exchange Commission

Washington, D.C. 20549

Form 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d/16

of the Securities Exchange Act of 1934

May 2020

AEGON N.V.

Aegonplein 50

2591 TV THE HAGUE

The Netherlands

Aegon’s press release, dated May 12, 2020, is included as appendix and incorporated herein by reference.

The Hague – May 12, 2020    

Aegon provides first quarter 2020 update

Net income of EUR 1,270 million, reflecting fair value gains

Gross deposits of EUR 52 billion; net outflows of EUR 1 billion

Solid capital and Holding excess cash position

Statement of Matt Rider, CFO

“Given the extraordinary circumstances due to the COVID-19 pandemic, we provide a condensed update of our results today. In the first quarter of 2020, underlying earnings in Europe, Asia and Asset Management held up well. However, earnings in the United States were negatively affected by the drop in interest rates as a result of the COVID-19 crisis, and unfavorable mortality experience, which was largely unrelated to COVID-19. This resulted in underlying earnings before tax of 366 million euros for the Group. Net income of 1.3 billion euros benefited from effective hedge programs and the favorable impact of credit spread movements on the valuation of our liabilities.

We are acutely aware of the disruption that the COVID-19 pandemic has caused for our customers, employees and the communities in which we operate. Our priority is to protect the health, safety and security of our employees, and fulfill our responsibilities towards all our stakeholders. I am pleased to say that our resilience, experience and business continuity plans have enabled us to serve our customers at a high level. Our purpose, to help them achieve a lifetime of financial security, remains the same.

The uncertainty around how the pandemic will play out and the continued economic impact it will have, make it difficult to provide a full assessment of COVID-19 related impacts on our medium-term targets, while it is very unlikely that we will reach our annual 10% return on equity target in 2020.

I am pleased that we have maintained a strong balance sheet and liquidity position at the Group and in our main units in these extraordinary times. We are taking management actions to protect the economic value of the balance sheet and our capital position, and are looking at opportunities to increase our cost efficiency. Our aim is to position the company well as we emerge from the COVID-19 crisis to ensure the best possible outcome for all our stakeholders.”

The Hague – May 12, 2020

1Q 2020 Update – 2

The Hague – May 12, 2020

Financial highlights

Underlying earnings before tax

Aegon’s underlying earnings before tax were EUR 366 million in the first quarter of 2020. This reflects adverse mortality experience and impacts from lower interest rates in the Americas. Underlying earnings in the Netherlands, United Kingdom, International and Asset Management included limited unfavorable impacts from the COVID-19 pandemic in the first quarter of this year.

Underlying earnings from the Americas were EUR 142 million. Earnings were impacted by EUR 62 million adverse mortality experience and EUR 37 million unfavorable intangible adjustments as a consequence of lower interest rates. Adverse mortality resulted from an increase in large claims at older ages in universal life and traditional life concentrated in March, with only a small portion driven by COVID-19 related claims. Long-Term Care benefitted from increased claims terminations due to higher mortality. This was partly offset by adverse claims experience in Medicare supplement insurance, which is partly seasonal. Earnings from Retirement Plans were under pressure from lower fees caused by lower average asset balances, and adverse impact from market volatility. Earnings from variable annuities were impacted by higher benefit reserves, as account values became less than guaranteed values on part of the portfolio due to adverse market conditions in March, while net fee income held up well as a result of higher average asset balances. Furthermore, expenses in the US were elevated due to EUR 14 million one-off expenses, contractor related expenses, and technology spend to support strategic initiatives.

Underlying earnings before tax from Aegon’s operations in the Netherlands were EUR 154 million. Life earnings were negatively impacted by a change in the treatment of longevity and mortality results in underlying results, as well as higher reinsurance costs following the longevity reinsurance transaction in December 2019. Furthermore, there were EUR 9 million non-life claims from travel insurance and disability insurance due to the COVID-19 crisis. Banking earnings were supported by growing interest income, reflecting balance sheet growth. Earnings benefitted from lower pension costs as employees began accruing pension benefits in a defined contribution plan instead of the now closed defined benefit plan.

In the United Kingdom, underlying earnings before tax were EUR 44 million. Fee income was strong in the first two months of the quarter and also benefitted from the hedge program to partially protect fee income against declining equity markets. Furthermore, expenses reflect the benefit from cost synergies from the Cofunds integration.

Underlying earnings before tax at International were EUR 44 million and benefitted from portfolio growth in several countries and a favorable claims ratio in Spain. These were largely offset by unfavorable intangible adjustments in the High Net Worth businesses due to lower interest rates.

Underlying earnings before tax from Aegon Asset Management were EUR 38 million, reflecting performance fees in Aegon’s Chinese asset management joint venture Aegon Industrial Fund Management Company (AIFMC), driven by strong performance of the New Horizons multi-asset fund in the beginning of the quarter.

The earnings from the Holding were a loss of EUR 56 million.

Net income

Net income was EUR 1,270 million and, next to underlying results before tax, reflects fair value gains of EUR 1,372 million, which were only partly offset by Other charges of EUR 162 million and net impairments of EUR 59 million.

Fair value items

The gain from fair value items amounted to EUR 1,372 million for first quarter of 2020 as fair value losses in the Americas were more than offset by fair value gains in the Netherlands and the United Kingdom.

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The Hague – May 12, 2020

Fair value gains in the Netherlands were EUR 1,931 million as the Liability Adequacy Test (LAT) deficit reduced significantly in the first quarter of 2020. This was driven by an increase in the illiquidity premium, which decreased the fair value of IFRS insurance liabilities. The increase in the illiquidity premium reflects widening credit spreads as a consequence of the COVID-19 pandemic. The negative impact of lower risk-free interest rates on the LAT was more than offset by fair value gains on hedges and the guarantee provision.

In the United Kingdom, fair value gains of EUR 145 million were driven by gains on hedges to protect both the solvency position and fee income.

Fair value gains in the Netherlands and United Kingdom were partly offset by fair value losses of EUR 660 million in the Americas. This amount reflects losses on unhedged risks, impacting fair value items with an accounting match related to variable annuities and fair value items without an accounting match related to indexed universal life products. The hedge programs were highly effective for the targeted risks. Fair value losses also included the underperformance of alternative assets, and negative fair value changes on credit derivatives written on corporate and sovereign bonds, caused by spread widening.

Realized gains on investments

Realized gains on investments amounted to EUR 14 million, reflecting realized gains in the Americas from normal trading activity.

Net impairments

Net impairments amounted to a loss of EUR 59 million. This was primarily caused by EUR 32 million net impairments in the US related to bankruptcies in the energy sector, and EUR 20 million impairments in the Netherlands related to an associate company of Aegon.

Other charges

Other charges of EUR 162 million were caused by a EUR 52 million provision for a settlement of class action litigation related to monthly deduction rate adjustments on certain universal life policies in the US; EUR 49 million restructuring expenses, mainly in the US and the UK; EUR 39 million model conversion charges and an interest rate related adjustment in the US; EUR 31 million IFRS 9 / 17 project costs; EUR 27 million policyholder taxes in the UK, which are fully offset in the Income tax line; and a EUR 14 million impairment of intangibles in the UK related to the Cofunds acquisition in 2016 due to expected lower future cash flows reflecting the current market circumstances. This was partly offset by a EUR 53 million gain on the sale of Aegon’s stake in joint ventures in Japan.

Run-off businesses

The result from run-off businesses was a loss of EUR 3 million.

Income tax

Income tax amounted to a charge of EUR 258 million, while income before tax was EUR 1,529 million, resulting in an effective tax rate on income before tax of 16.9% in the first quarter of 2020. The effective tax rate reflects a beneficial tax rate impact following a substantial change in the deferred tax position in the Netherlands.

Return on equity

Return on equity was 7.0% in the first quarter of 2020.

Operating expenses

Operating expenses were EUR 991 million and included EUR 49 million restructuring expenses and EUR 30 million IFRS 9 / 17 project costs. Elevated expenses in the US included EUR 14 million one-off expenses, increased contractor related expenses and technology spend to support strategic initiatives. These were partly offset by cost synergies in the United Kingdom and the benefit from lower pension costs in the Netherlands, as employees began accruing pension benefits in a defined contribution plan instead of the now closed defined benefit plan.

1Q 2020 Update – 4

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Sales

Gross deposits were EUR 52 billion in the first quarter of 2020, mainly from Asset Management and the Americas. The EUR 32.7 billion gross deposits at Asset Management were driven by AIFMC, which recorded significant inflows in both new and existing funds. Gross deposits in the Americas were EUR 12.4 billion, mainly from Retirement Plans, Mutual Funds and Variable Annuities. In the Netherlands, gross deposits were EUR 3.7 billion, reflecting bank deposits at Knab and pension deposits at Aegon Cappital. Gross deposits of EUR 3.0 billion in the United Kingdom were driven by retail and workplace inflows on the platform.

Residential mortgage sales in the Netherlands were strong at EUR 2.5 billion.

Net outflows amounted to EUR 1.0 billion for the first quarter of 2020, caused by the Americas and the United Kingdom. The net outflows of EUR 1.6 billion in the Americas were caused by outflows in Variable Annuities, reflecting the maturity of the block, and Mutual Funds, due to higher market volatility. The United Kingdom saw limited outflows of EUR 0.2 billion, caused by the Existing Business. Asset Management recorded net third-party inflows of EUR 0.6 billion, driven by AIFMC, following successful new fund launches and inflows in equity products. There were net inflows of EUR 0.1 billion in the Netherlands, reflecting net inflows at Aegon Cappital.

New life sales were EUR 206 million in the first quarter of 2020. In the Americas, sales were EUR 88 million, mainly from indexed universal life (IUL) and traditional life sales. In traditional life sales, term pricing actions late in 2019 have been well received, while sales were negatively impacted by the phasing out of certain whole life products. IUL sales have held up well despite challenging market conditions and increased competition. Sales at International were EUR 79 million, reflecting continued strong sales by Aegon’s insurance joint venture in China as a result of strong sales through the platform of a large e-commerce partner and strong performance from the agency channel with a new whole life product. Sales at the High Net Worth business were under pressure due to the COVID-19 crisis. In the Netherlands, sales were EUR 26 million and reflect strong single premium pension production, partly offset by individual life single premium production as Aegon exited that market in March. Protection products in the United Kingdom continued to perform well with EUR 12 million new sales.

New accident & health premium production was EUR 76 million, reflecting favorable voluntary benefit and long-term care sales in the US, as well as strong disability sales in the Netherlands. New property & casualty production was EUR 36 million, reflecting good sales performance in Spain and Hungary.

Market consistent value of new business

Market consistent value of new business (MCVNB) was EUR 100 million. In the Americas, MCVNB amounted to EUR 35 million, driven by Life Insurance, Accident & Health insurance and Retirement Plans, which was largely offset by negative margins on Variable Annuities, reflecting the significant decline in interest rates. MCVNB in the United Kingdom was EUR 42 million, driven by increased volumes of high margin workplace and group pension products. International recorded MCVNB of EUR 24 million, reflecting lower interest rates, partly compensated by strong sales volumes in China. In the Netherlands, MCVNB was EUR (1) million due to negative margins in disability insurance.

Shareholders’ equity

Shareholders’ equity increased by EUR 1.3 billion in the first quarter of 2020 to EUR 23.8 billion on March 31, 2020, driven by EUR 1.3 billion net income, a EUR 0.5 billion gain from the remeasurements of defined benefits plans as a result of credit spread widening, and a EUR 0.1 billion increase in the foreign currency translation reserve. This was partly offset by a EUR 0.6 billion decrease in revaluation reserves due to credit spread widening. Shareholders’ equity excluding revaluation reserves increased by EUR 1.8 billion to EUR 18.5 billion at the end of the first quarter of 2020 or EUR 8.99 per share.

1Q 2020 Update – 5

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Gross financial leverage ratio

The gross financial leverage ratio improved by 200 basis points to 26.6% in the first quarter of 2020, which is at the lower end of Aegon’s 26% – 30% target range. The improvement was the result of the increase of shareholders’ equity excluding revaluation reserves.

Holding excess cash

Aegon’s holding excess cash position increased from EUR 1,192 million to EUR 1,379 million during the first quarter of this year, which is well within the target range of EUR 1.0 billion to EUR 1.5 billion. The increase was driven by EUR 116 million remittances from subsidiaries, of which EUR 100 million from the Netherlands, and EUR 153 million proceeds from the sale of Aegon’s stake in joint ventures in Japan. This was partly offset by EUR 21 million capital injections in subsidiaries to support the execution of business plans and EUR 63 million holding funding and operating expenses.

Capital generation

Capital generation after holding expenses amounted to EUR 845 million in the first quarter of 2020 This included a positive impact from market movements of EUR 343 million and favorable one-time items of EUR 192 million. As a consequence, normalized capital generation amounted to EUR 311 million. Normalized capital generation in the United States was under pressure from unfavorable mortality experience, while the Netherlands benefitted from high capital generation in the Service Business related to mortgage transactions.

Solvency II ratio

Aegon’s Group Solvency II ratio increased from 201% to 208% during the first quarter of 2020, and remained above the target zone of 150% – 200%. The ratio increased primarily due to normalized capital generation and, on balance, the positive impact from market movements. The significant negative overall impacts from lower equity markets and lower interest rates, primarily in the US, were more than offset by the significant positive impact of the increased EIOPA volatility adjustment on the Solvency II ratio of the Netherlands.

The estimated RBC ratio in the United States decreased to 376% on March 31, 2020, compared with 470% on December 31, 2019, and remained above the bottom-end of the target range of 350%. The severe disruption experienced in the first quarter of 2020, as a result of the COVID-19 pandemic, led to significant negative market impacts. Falling interest rates and equity markets were the primary drivers. Furthermore, widening credit spreads had a negative impact on unhedged credit risk, and there were limited adverse impacts from defaults and rating migration. The impact of these adverse market movements was amplified by the partial lack of a tax offset as their severity led to inadmissibility of certain deferred tax assets. There was also an adverse impact from the announced settlement in the litigation case on monthly deduction rate adjustments on certain universal life insurance policies. These negative impacts more than offset the positive impact from normalized capital generation.

The estimated Solvency II ratio in the Netherlands increased to 249% on March 31, 2020, from 171% on December 31, 2019. This was mainly driven by the significant increase of the EIOPA volatility adjustment during the quarter. Other positive impacts from markets included the effect of lower interest rates due to an overhedged position on a Solvency II basis, and widening of credit spreads on the own employee pension scheme. Furthermore, equity markets had, on balance, a positive impact as the adverse effect of lower equities on own funds was more than offset by the symmetric adjustment in the Solvency II framework, lowering the required capital under the Standard Formula for illiquid investments due to declining markets. The main negative market impacts were from widening mortgage, corporate, and sovereign credit spreads, which lowered asset values. The negative impact of lowering the ultimate forward rate by 15 basis points was offset by the positive impact from a one-time tax item. Normalized capital generation had a positive impact and largely offset the EUR 100 million remittance to the Group in the first quarter.

1Q 2020 Update – 6

The Hague – May 12, 2020

The estimated Solvency II ratio in the United Kingdom increased to 160% on March 31, 2020, from 157% on December 31, 2019, and remained above the bottom-end of the target range of 145%. The increase was driven by normalized capital generation. Hedge programs to protect the Solvency II ratio against adverse market movements were effective. Market variance was a small positive overall on the Solvency II ratio as the negative impacts from lower interest rates and equity markets were more than offset by the positive impact of widening credit spreads on the own employee pension scheme.

The Core Tier-1 ratio of Aegon Bank declined slightly over the quarter to 19.7%. The negative impact from spread widening on the debt security portfolio and increases in expected credit loss on unsecured loans to consumers and small businesses was largely offset by aligning the risk-weighting of the basis adjustment to the overall mortgage portfolio. For more details on the capital position of Aegon Bank, we refer to Aegon Bank’s 2019 annual report.

1Q 2020 Update – 7

1 Please note that Aegon Bank is excluded from the Solvency II ratio of Aegon NL.

Currencies

1Q 2020 income statement items: average rate 1 EUR = USD 1.1026 (4Q 2019: USD 1.1072).

1Q 2020 income statement items: average rate 1 EUR = GPB 0.8612 (4Q 2019: GBP 0.8599).

Balance sheet items: closing rate 1Q - 1 EUR = USD 1.0973 (USD 1.1225).

Balance sheet items: closing rate 1Q - 1 EUR = GBP 0.8849 (GBP 0.8473).

1Q 2020 Update – 8

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Additional information

Presentation

The conference call presentation is available on aegon.com as of 7.30 a.m. CET.

Conference call including Q&A

9:00 a.m. CET

Audio webcast on aegon.com

Dial-in numbers

Passcode:    7690604

Two hours after the conference call, a replay will be available on aegon.com.

Publication dates 2020 results

First half year 2020 – August 13, 2020

Second half year 2020 – February 11, 2021

About Aegon

Aegon’s roots go back 175 years – to the first half of the nineteenth century. Since then, Aegon has grown into an international company, with businesses in more than 20 countries in the Americas, Europe and Asia. Today, Aegon is one of the world’s leading financial services organizations, providing life insurance, pensions and asset management. Aegon’s purpose is to help people achieve a lifetime of financial security. More information on aegon.com/about.

1Q 2020 Update – 9

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Notes:

Aegon believes the non-IFRS measures shown herein, when read together with Aegon’s reported IFRS financial statements, provide meaningful supplemental information for the investing public to evaluate Aegon’s 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.

Aegon segment reporting is 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 following table provides the reconciliation from the non-IFRS-EU measures underlying earnings before tax, income tax and income before tax to the most comparable IFRS-EU measure.

1Q 2020 Update – 10

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1Q 2020 Update – 11

1Q 2020 Update – 12

1Q 2020 Update – 13

² On February 3, 2020, Aegon’s subsidiary in the Americas, Transamerica accepted an offer to sell the Transamerica Pyramid property in San Francisco. The sale is expected to close in the second quarter of 2020. Due to the deal, the value as per December 31, 2019 has increased by USD 61 million.

³ The value as per December 31, 2019 of ‘Assets not backing liabilities’ had a misclassification that has been corrected retroactively. The assets ‘Common stock’ has decreased by USD 178 million and ‘Other’ has decreased by USD 481 million. The ‘Assets backing liabilities’ has increased with those amounts.

1Q 2020 Update – 14

IFRS Basis - Includes Available for Sale and Fair Value Through Profit/Loss assets.

⁴ Corporate bonds, excluding Emerging Market Debt and Convertible Bonds.

1Q 2020 Update – 15