Prospectus supplement US007924AH66 - Aegon

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As of and for the nine months ended September 30, (unaudited) As of and for the year ended December 31, 2009 2008 2008 2007 2006 2005 2004 (in millions EUR, except per share amounts) Consolidated income statement information: Amounts based upon IFRS(1) Premium income .......... 14,936 17,181 22,409 26,900 24,570 18,882 18,329 Investment income ........ 6,669 7,321 9,965 10,457 10,376 9,937 9,339 Total revenues(2) .......... 22,787 25,772 34,082 39,271 36,615 30,336 29,300 Income/(loss) before tax .... (837) 217 (1,061) 3,077 3,971 2,796 2,441 Net income/(loss) ......... (189) 100 (1,082) 2,551 3,169 2,147 2,010 Net income (loss) per common share(3) ........ Basic ................. (0.29) (0.10) (0.92) 1.47 1.87 1.25 1.22 Diluted ............... (0.29) (0.10) (0.92) 1.47 1.86 1.25 1.22 Consolidated balance sheet information: Amounts based upon IFRS(1) Total assets .............. 291,683 296,823 287,259 314,120 314,813 311,215 286,692 Insurance and investment contracts .............. 242,797 251,764 240,030 266,735 262,052 264,334 223,969 Trust pass-through securities and (subordinated) borrowings(4) .......... 6,982 5,715 4,824 5,152 4,395 5,014 5,295 Shareholders’ equity ....... 11,649 9,412 6,055 15,151 18,605 18,715 14,458 (in thousands) Number of common shares: Balance at January 1 ....... 1,578,227 1,636,545 1,636,545 1,622,927 1,598,977 1,552,685 1,514,378 Issuances ............... 157,822 — — — — — — Stock dividends ........... — 41,452 41,452 25,218 23,950 46,292 38,307 Share withdrawals ......... — — (99,770) (11,600) — — — Balance at end of period . ... 1,736,049 1,677,997 1,578,227 1,636,545 1,622,927 1,598,977 1,552,685 (1) Our consolidated financial statements are prepared in accordance with IFRS. (2) Excluded from the income statements prepared in accordance with IFRS are receipts related to investment-type annuity products and investment contracts. (3) Per share data has been calculated based on the weighted average number of common shares outstanding after giving effect to all stock dividends, stock splits and share repurchases. Diluted per share data gives effect to all dilutive securities. (4) Excludes bank overdrafts. S-11
DESCRIPTION OF THE SENIOR NOTES The following description of the particular terms of the senior notes supplements the description of the general terms and provisions of the debt securities set forth under ‘‘Description of Debt Securities’’ beginning on page 13 in the accompanying prospectus. The accompanying prospectus contains a detailed summary of additional provisions of the senior notes and the Indenture under which they will be issued. Certain provisions of this section are summaries of the accompanying prospectus and subject to its detailed provisions. You should read all the provisions of the accompanying prospectus and the Indenture. The following description of the senior notes replaces the accompanying prospectus in the event of any inconsistency. The following description is only a summary and does not describe every aspect of the senior notes or the Indenture. Therefore, it may not contain all of the information that is important to you as a potential purchaser of the senior notes. If you purchase the senior notes, your rights will be determined by the senior notes, the Indenture and the Trust Indenture Act of 1939. In light of this, you should read the Indenture and the form of the senior notes filed with the Securities and Exchange Commission before making an investment decision. You can read the Indenture and the form of senior notes at the locations listed under ‘‘Where You Can Find More Information About Us’’ in this prospectus supplement. The senior notes will be issued under an indenture, dated as of October 11, 2001 (the ‘‘Base Indenture’’), among AEGON N.V., AEGON Funding Company LLC and The Bank of New York Mellon Trust Company, N.A., as successor trustee pursuant to the Agreement of Resignation, Appointment and Acceptance dated as of August 21, 2007 by and among AEGON N.V., AEGON Funding Company LLC, The Bank of New York Mellon Trust Company, N.A. and Citibank, N.A., as such indenture has been modified and supplemented to the date hereof, and as shall be further modified by a seventh supplemental indenture to be dated as of November 27, 2009 (the ‘‘Seventh Supplemental Indenture’’, and the Seventh Supplemental Indenture together with the Base Indenture, the ‘‘Indenture’’), among AEGON N.V., The Bank of New York Mellon Trust Company, N.A., as trustee, and Citibank, N.A., as paying agent. The senior notes will be treated as a separate series of debt securities. We will file a copy of the Seventh Supplemental Indenture relating to the senior notes, and the form of the senior notes with the SEC. In accordance with the terms of the Indenture, we are permitted to issue additional senior notes that would be considered part of the same series of senior notes being offered pursuant to this prospectus supplement. GENERAL The senior notes will be senior unsecured obligations of AEGON N.V. and will rank equally in right of payment with all of other senior unsecured and unsubordinated indebtedness of AEGON N.V. from time to time outstanding. The senior notes will mature on December 1, 2015 (the ‘‘Maturity Date’’) and will bear interest at the rate of 4.625% per year. Interest will accrue from November 27, 2009. Interest on the senior notes will be payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2010, to the persons in whose names the senior notes are registered at the close of business on the preceding May 15 or November 15, as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The senior notes will be issued in denominations of $1,000 and integral multiples of $1,000 in fully registered form. Principal of and interest on the senior notes will be payable at the office or agency maintained for such purpose, or at our option, payment of interest may be made by check mailed to the holders of the senior notes at their respective addresses set forth in the register of holders of senior notes. Until S-12
Page 1 and 2: IMPORTANT NOTICE IMPORTANT: You mus
Page 3 and 4: TABLE OF CONTENTS Prospectus Supple
Page 5 and 6: OFFERING SUMMARY This summary may n
Page 7 and 8: RISK FACTORS Your investment in the
Page 9 and 10: USE OF PROCEEDS We estimate that th
Page 11 and 12: CAPITALIZATION The following table
Page 13: SELECTED HISTORICAL FINANCIAL DATA
Page 17 and 18: PAYMENT OF ADDITIONAL AMOUNTS If an
Page 19 and 20: So long as DTC, or its nominee, is
Page 21 and 22: General TAXATION IN THE NETHERLANDS
Page 23 and 24: esident or deemed to be a resident
Page 25 and 26: UNDERWRITING We intend to offer the
Page 27 and 28: (c) to fewer than 100 natural or le
Page 29 and 30: PROSPECTUS AEGON N.V. (a Netherland
Page 31 and 32: FORWARD-LOOKING STATEMENTS The stat
Page 33 and 34: WHERE YOU CAN FIND MORE INFORMATION
Page 35 and 36: A shareholder of a company incorpor
Page 37 and 38: ‘‘special cause,’’ such as
Page 39 and 40: eighteen months effective April 23,
Page 41 and 42: DESCRIPTION OF DEBT SECURITIES The
Page 43 and 44: AEGON N.V. will waive any right to
Page 45 and 46: eneficial interest in a security as
Page 47 and 48: either have been able to avoid the
Page 49 and 50: The limitations described above do
Page 51 and 52: Modification of the Indenture Under
Page 53 and 54: Enforceability of Rights; Governing
Page 55 and 56: time before a specified date. The r
Page 57 and 58: (C) Investment institutions (fiscal
Page 59 and 60: (iii) the holder is an individual a
Page 61 and 62: which permanent establishment or a
Page 63 and 64: TAXATION IN THE UNITED STATES This
Page 65 and 66:
The amount of any distribution paid
Page 67 and 68:
determine the amount of income accr
Page 69 and 70:
interest includes stated interest,
Page 71 and 72:
If a U.S. holder recognizes a loss
Page 73 and 74:
Sale, Exchange or Retirement of Sec
Page 75 and 76:
PLAN OF DISTRIBUTION We may sell th
Page 77:
10NOV200520071491 which is the pare
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