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NN Group N.V.

Quarterly Report Aug 17, 2017

3866_ir_2017-08-17-080600_e73ed076-0a81-4e67-8457-89608dd45c88.pdf

Quarterly Report

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NN Group N.V. 30 June 2017 Condensed consolidated interim financial information

Financial developments
Conformity statement
Interim accounts
Other information

Condensed consolidated interim financial information contents

Condensed consolidated interim financial information

Interim report 3
Overview 3
Profit and loss account 3
Balance sheet 12
Capital management 13
15
Conformity statement 16
Condensed consolidated interim accounts
Condensed consolidated balance sheet 16
Condensed consolidated profit and loss account 17
Condensed consolidated statement of comprehensive income 19
Condensed consolidated statement of cash flows 20
Condensed consolidated statement of changes in equity 22
Notes to the condensed consolidated interim accounts 24
1 Acquisition of Delta Lloyd 24
2 Accounting policies 24
3 Investments for risk of policyholders 25
4 Available-for-sale investments 26
5 Loans 28
6 Associates and joint ventures 29
7 Real estate investments 29
8 Intangible assets 29
9 Assets and liabilities held for sale 30
10 Other assets 30
11 Equity 30
12 Subordinated debt 32
13 Debt securities issued 33
14 Other borrowed funds 33
15 Insurance and investment contracts, reinsurance contracts 33
16 Customer deposits and other funds on deposit 33
17 Other liabilities 34
18 Gross premium income 35
19 Investment income 35
20 Underwriting expenditure 36
21 Staff expenses 37
22 Earnings per ordinary share 37
23 Segments 38
24 Taxation 42
25 Fair value of financial assets and liabilities 43
26 Companies and businesses acquired and divested 46
27 Other events 50
28 Capital management 51
Authorisation of the condensed consolidated interim accounts 52
Other information 53
Review report 53

Financial developments Conformity statement Interim accounts Other information

Interim report

Overview

Acquisition of Delta Lloyd

The Interim report of NN Group N.V. (NN Group) for the period ended on 30 June 2017 is significantly impacted by the acquisition of Delta Lloyd N.V. (Delta Lloyd) in the second quarter of 2017. Delta Lloyd is consolidated by NN Group as of the second quarter. Comparative information is not amended. Further information on the acquisition of Delta Lloyd, the acquisition accounting under IFRS and the impact on the financial information included in this interim report is included in Note 26 'Companies and businesses acquired and divested' and, where relevant, in the other notes to the Condensed consolidated interim accounts.

NN Group N.V.

Profile

NN Group is an international insurance and asset management company, active in 18 countries, with a strong presence in a number of European countries and Japan. The Group offers retirement services, pensions, insurance, investments and banking to approximately 17 million customers. NN Group's main brands are Nationale-Nederlanden, NN, Delta Lloyd, NN Investment Partners, ABN AMRO Insurance, Movir, AZL, BeFrank and OHRA. NN Group is listed on Euronext Amsterdam (NN).

Profit and loss account

Analysis of result

1 January to 30 1 January to 30
amounts in millions of euros June 2017 June 2016
Netherlands Life 511 369
Netherlands Non-life 4 28
Insurance Europe 115 86
Japan Life 123 90
Asset Management 70 62
Other -12 -9
Operating result ongoing business 810 626
Non-operating items ongoing business 379 274
of which gains/losses and impairments 276 117
of which revaluations 86 103
of which market & other impacts 17 54
Japan Closed Block VA -8 -97
Special items before tax -87 -46
Amortisation of acquisition intangibles -33
Result on divestments -179
Result before tax 882 758
Taxation 200 152
Minority interests 6
Net result 676 605

Key figures

1 January to 30 1 January to 30
amounts in millions of euros June 2017 June 2016
New sales life insurance (APE) 1,020 762
Value of new business (VNB) 170 101
Total administrative expenses 1,009 850
Net operating ROE 1 10.9% 8.6%
Solvency II ratio at 30 June 2 196% 252%

1 Net operating ROE is calculated as the (annualised) net operating result of the ongoing business, adjusted to reflect the deduction of the accrued coupon on undated subordinated notes classified in equity, divided by (average) adjusted allocated equity of ongoing business. Adjusted allocated equity is an Alternative Performance Measure. It is derived from IFRS equity by excluding revaluation reserves, the undated subordinated notes classified as equity as well as the goodwill and intangible assets recognised as a result of the Delta Lloyd acquisition. Reference is made to the section 'Alternative Performance measures (Non-GAAP measures)' in the 2016 Consolidated Annual Accounts. As of 1 January 2017, NN Group changed its accounting policy for the Reserve Adequacy Test. The change represents a change in accounting policy under IFRS and is implemented retrospectively. The impact on previous periods is limited to the consolidated balance sheet and equity. For more details reference is made to the 31 March 2017 Condensed consolidated interim accounts.

2 The solvency ratios are not final until filed with the regulators. The Solvency II ratios for NN Group are based on the partial internal model.

Financial developments Conformity statement

Interim accounts Other information

Interim report

Continued

In the first six months of 2017, the operating result of the ongoing business increased from EUR 626 million in the same period last year to EUR 810 million, of which Delta Lloyd contributed EUR 49 million. The operating result excluding Delta Lloyd increased by EUR 135 million, driven by improved results in most segments partly offset by the impact of the strengthening of P&C insurance liabilities in Netherlands Nonlife.

NN Group continues to focus on cost efficiencies and realising the cost synergies from the acquisition of Delta Lloyd. The administrative expenses of the Delta Lloyd businesses have been restated on a pro-forma basis to the NN Group definition for such expenses, for 2016 and the first quarter of 2017. The administrative expenses in the business units in the scope of the integration - Netherlands Life, Netherlands Non-life, Asset Management, the segment Other and Belgium - decreased by EUR 22 million in the first half of 2017. At the end of the second quarter of 2017, the administrative expense base amounted to EUR 2,002 million on a last 12-months basis versus EUR 2,024 million for the full year 2016.

Result before tax

The result before tax increased from EUR 758 million in the first six months of 2016 to EUR 882 million in the first six months of 2017, of which Delta Lloyd contributed EUR 28 million. The result before tax excluding Delta Lloyd increased by EUR 97 million reflecting the higher operating result of the ongoing business, higher non-operating items and improved results at Japan Closed Block VA, partly offset by a provision related to ING Australia Holdings, higher special items and the amortisation of acquisition intangibles.

Sales and Value of New Business

In the first six months of 2017, total new sales were up 33.7% on a constant currency basis to EUR 1,020 million, of which Delta Lloyd contributed EUR 66 million. New sales excluding Delta Lloyd increased by EUR 192 million, driven by higher sales in Netherlands Life, Insurance Europe and Japan Life.

In the first six months of 2017 the value of new business (VNB) increased from EUR 101 million in the same period last year to EUR 170 million, of which Delta Lloyd contributed EUR 7 million. The VNB excluding Delta Lloyd increased by EUR 63 million, driven by higher sales at better margins at Japan Life and Insurance Europe.

Net operating Return On Equity (ROE)

The net operating ROE in the first six months of 2017 increased to 10.9% from 8.6% in the same period in 2016, driven by a higher net operating result.

Conformity statement Interim accounts Other information

Interim report Continued

Netherlands Life

Analysis of result
1 January to 30 1 January to 30
amounts in millions of euros June 2017 June 2016
Investment margin 452 400
Fees and premium-based revenues 216 176
Technical margin 98 30
Operating income 766 606
Administrative expenses 233 216
DAC amortisation and trail commissions 22 21
Expenses 255 237
Operating result 511 369
Non-operating items 284 257
of which gains/losses and impairments 191 96
of which revaluations 76 103
of which market & other impacts 17 58
Special items before tax -22 -2
Result before tax 772 624
Taxation 139 120
Minority interests 4
Net result 629 504

Key figures

amounts in millions of euros 1 January to 30
June 2017
1 January to 30
June 2016
New sales life insurance (APE) 288 196
Value of new business (VNB) 6 6
Total administrative expenses 233 216
Net operating ROE 1 12.0% 8.7%
NN Life Solvency II ratio at 30 June 2 220% 239%
Delta Lloyd Life Solvency II ratio at 30 June 2 139%

1 Net operating ROE is calculated as the (annualised) net operating result of the segment, divided by (average) adjusted allocated equity. Adjusted allocated equity is an Alternative Performance Measure. It is derived from IFRS equity by excluding revaluation reserves. Reference is made to the section 'Alternative Performance measures (Non-GAAP measures)' in the 2016 Consolidated Annual Accounts.

  1. The solvency ratios are not final until filed with the regulators. The Solvency II ratios for NN Group and NN Life are based on the partial internal model. The Solvency II ratio for Delta Lloyd Life (Delta Lloyd Levensverzekering N.V.) is based on the standard formula.

In the first six months of 2017, Netherlands Life's operating result increased from EUR 369 million in the same period last year to EUR 511 million, of which Delta Lloyd contributed EUR 57 million. Excluding Delta Lloyd, the operating result increased by EUR 85 million driven by a higher investment margin and lower administrative expenses. This was partly offset by lower fees and premium-based revenues, reflecting the run-off of the individual life closed book as well as lower margins in the pension business. The technical margin of the first six months of 2016 was impacted by an addition to the unit linked guarantee provision of EUR 32 million.

The result before tax increased from EUR 624 million in the first six months of 2016, to EUR 772 million of which Delta Lloyd contributed EUR 26 million. Excluding Delta Lloyd, this increase was driven by the higher operating result and higher realised gains on government bonds and equity investments, partly offset by negative market and other impacts reflecting movements in the provisions for unit-linked guarantees and separate account pension contracts.

New sales (APE) increased to EUR 288 million in the first six months of 2017 from EUR 196 million in the same period last year. The new sales excluding Delta Lloyd increased by EUR 42 million, mainly driven by higher sales of defined contribution pensions.

The value of new business (VNB) was EUR 6 million in the first six months of 2017, of which Delta Lloyd contributed EUR 3 million.

Interim report Continued

Netherlands Non-Life

Analysis of result

amounts in millions of euros 1 January to 30
June 2017
1 January to 30
June 2016
Earned premiums 1,099 770
Investment income 60 56
Other income 1
Operating income 1,160 827
Claims incurred, net of reinsurance 848 573
Acquisition costs 170 121
Administrative expenses 147 108
Acquisition costs and administrative expenses 317 229
Expenditure 1,165 802
Operating result insurance businesses -5 25
Operating result health business and broker business 9 3
Total operating result 4 28
Non-operating items 16 31
of which gains/losses and impairments 4 23
of which revaluations 11 8
Special items before tax -2 -12
Result before tax 18 47
Taxation 2 10
Minority interests 2
Net result 13 38

Key figures

1 January to 30 1 January to 30
amounts in millions of euros June 2017 June 2016
Gross premium income 1,441 1,052
Total administrative expenses 1 176 139
Combined ratio 2,3 103.2% 100.1%
of which Claims ratio 2,3 74.4% 70.4%
of which Expense ratio 2 28.8% 29.7%
Net operating ROE 4 1.2% 12.6%

1 Including health and broker businesses.

2 As of 2Q 17, the calculation methodology for the combined ratio has been updated and now excludes the discount rate unwind on the D&A insurance liabilities. All comparative combined ratios have been updated to reflect this change.

3 Excluding health and broker businesses.

4 Net operating ROE is calculated as the (annualised) net operating result of the segment, divided by (average) adjusted allocated equity. Adjusted allocated equity is an Alternative Performance Measure. It is derived from IFRS equity by excluding revaluation reserves. Reference is made to the section 'Alternative Performance measures (Non-GAAP measures)' in the 2016 Consolidated Annual Accounts.

The operating result of Netherlands Non-life decreased from EUR 28 million in the first six months of 2016 to EUR 4 million in the first six months of 2017, of which EUR -6 million related to Delta Lloyd. The decrease in the operating result excluding Delta Lloyd is mainly attributable to the impact of EUR 40 million strengthening of insurance liabilities in the Motor and Miscellaneous portfolios, while the first six months of 2016 included the impact of severe storms of EUR 28 million. The operating result in the first six months of 2017 also includes EUR 6 million private equity dividends compared with EUR 5 million in the same period in 2016.

The result before tax decreased from EUR 47 million in the first six months of 2016 to EUR 18 million, of which EUR -5 million related to Delta Lloyd. The decrease in the result before tax excluding Delta Lloyd is mainly due to the lower operating result as well as lower gains on debt securities.

The combined ratio for the first six months of 2017 was 103.2% compared with 100.1% in the same period of 2016.

Conformity statement Interim accounts Other information

Interim report Continued

Insurance Europe

Analysis of result

1 January to 30 1 January to 30
amounts in millions of euros June 2017 June 2016
Investment margin 38 34
Fees and premium-based revenues 322 271
Technical margin 93 93
Operating income non-modelled business 2 2
Operating income Life Insurance 456 399
Administrative expenses 181 157
DAC amortisation and trail commissions 159 157
Expenses Life Insurance 340 314
Operating result Life Insurance 116 86
Operating result Non-life 1
Operating result 115 86
Non-operating items 51 -7
of which gains/losses and impairments 41 -6
of which revaluations 10 2
of which market & other impacts -3
Special items before tax -8 -22
Result before tax 158 57
Taxation 25 14
Net result 133 43

Key figures

amounts in millions of euros 1 January to 30
June 2017
1 January to 30
June 2016
New sales life insurance (APE) 345 263
Value of new business (VNB) 72 46
Total administrative expenses (Life & Non-life) 187 163
Net operating ROE 1 11.9% 9.6%

1 Net operating ROE is calculated as the (annualised) net operating result of the segment, divided by (average) adjusted allocated equity. Adjusted allocated equity is an Alternative Performance Measure. It is derived from IFRS equity by excluding revaluation reserves. Reference is made to the section 'Alternative Performance measures (Non-GAAP measures)' in the 2016 Consolidated Annual Accounts. As of 1 January 2017, NN Group changed its accounting policy for the Reserve Adequacy Test. The change represents a change in accounting policy under IFRS and is implemented retrospectively. The impact on previous periods is limited to the consolidated balance sheet and equity. For more details refer to the 31 March 2017 Condensed consolidated interim accounts.

In the first six months of 2017, the operating result of Insurance Europe increased from EUR 86 million in the same period of 2016 to EUR 115 million, of which Delta Lloyd contributed EUR 4 million. The operating result excluding Delta Lloyd increased by EUR 25 million, driven by higher fees and premium-based revenues partly offset by higher administrative expenses.

The result before tax in the first six months of 2017 increased from EUR 57 million in the same period of 2016 to EUR 158 million of which Delta Lloyd contributed by EUR 11 million. The result before tax excluding Delta Lloyd increased by EUR 91 million, reflecting the higher operating result, higher non-operating items and lower special items.

New sales (APE) increased to EUR 345 million in the first six months of 2017 from EUR 263 million in the same period last year. New sales excluding Delta Lloyd increased by EUR 66 million reflecting higher life sales across the region.

The value of new business (VNB) was EUR 72 million in the first six months of 2017 compared with EUR 46 million in the same period last year. The VNB excluding Delta Lloyd increased by EUR 22 million, driven by higher sales at better margins.

Interim report Continued

Japan Life

Analysis of result

amounts in millions of euros 1 January to 30
June 2017
1 January to 30
June 2016
Investment margin -4 -12
Fees and premium-based revenues 328 306
Technical margin 14 -10
Operating income 339 284
Administrative expenses 68 55
DAC amortisation and trail commissions 148 139
Expenses 216 194
Operating result 123 90
Non-operating items
of which gains/losses and impairments
-4
8
-3
1
of which revaluations -12 -4
Special items before tax -2
Result before tax 118 85
Taxation 33 18
Net result 85 67

Key figures

1 January to 30 1 January to 30
amounts in millions of euros June 2017 June 2016
New sales life insurance (APE) 387 303
Value of new business (VNB) 93 49
Total administrative expenses 68 55
Net operating ROE 1 10.8% 8.6%

1 Net operating ROE is calculated as the (annualised) net operating result of the segment, divided by (average) adjusted allocated equity. Adjusted allocated equity is an Alternative Performance Measure. It is derived from IFRS equity by excluding revaluation reserves. Reference is made to the section 'Alternative Performance measures (Non-GAAP measures)' in the 2016 Consolidated Annual Accounts. As of 2Q17, the net operating result and adjusted allocated equity used to calculate the Net operating ROE of Japan Life are adjusted for the impact of internal reinsurance ceded to NN Group's reinsurance business.

In the first six months of 2017 the operating result of Japan Life was EUR 123 million, up 32.7% compared with 2016, excluding currency effects. A higher technical margin due to better mortality and surrender results, higher fees and premium-based revenues and an improved investment margin were partly offset by an increase in DAC amortisation and administrative expenses.

The result before tax for the first six months of 2017 was EUR 118 million, up 35.1% at constant currencies, from 2016, driven by the higher operating result.

New sales (APE) were EUR 387 million, up 24.1% from the first six months of 2016 at constant currencies, driven by higher sales of a new COLI increasing term product launched in March 2017 and the COLI critical illness product launched in July 2016.

The value of new business (VNB) for the first six months of 2017 increased to EUR 93 million, up 86.7% from 2016 excluding currency effects, driven by higher sales at better margins.

Interim report Continued

Asset Management

Analysis of result

1 January to 30 1 January to 30
amounts in millions of euros June 2017 June 2016
Fees 253 224
Operating income 252 224
Administrative expenses 182 162
Operating result 70 62
Special items before tax -5 -3
Result before tax 65 59
Taxation 17 15
Net result 48 44

Key figures

1 January to 30 1 January to 30
amounts in millions of euros June 2017 June 2016
Total administrative expenses 182 162
Assets under Management 1 245 197
Net operating ROE 2 24.7% 22.8%

1 End of period, in EUR billion.

2 Net operating ROE is calculated as the (annualised) net operating result of the segment, divided by (average) adjusted allocated equity. Adjusted allocated equity is an Alternative Performance Measure. It is derived from IFRS equity by excluding revaluation reserves. Reference is made to the section 'Alternative Performance measures (Non-GAAP measures)' in the 2016 Consolidated Annual Accounts.

In the first six months of 2017, the operating result was EUR 70 million, up 13.7% from the same period in 2016. Higher fee income as a result of the inclusion of Delta Lloyd Asset Management, higher average AuM and higher margin AuM was partly offset by an increase in administrative expenses due to the inclusion of Delta Lloyd Asset Management and higher staff-related expenses. The result before tax in the first six months of 2017 was EUR 65 million, up 9.9% compared with the same period in 2016, as the higher operating result was partly offset by higher special items.

Interim report

Continued

Other

Analysis of result

amounts in millions of euros 1 January to 30
June 2017
1 January to 30
June 2016
Interest on hybrids and debt 1 -64 -51
Investment income and fees 34 28
Holding expenses -54 -25
Amortisation of intangible assets -1 -3
Holding result -85 -52
Operating result reinsurance business 14 12
Operating result banking business 58 30
Other results 2 1
Operating result -12 -9
Non-operating items 33 -3
of which gains/losses and impairments 33 2
of which revaluations 0 -6
Special items before tax -49 -5
Amortisation of acquisition intangibles -33
Result on divestments -179
Result before tax -240 -17
Taxation -16 -1
Net result -225 -16

1 Does not include interest on subordinated debt classified as equity.

Key figures

1 January to 30 1 January to 30
amounts in millions of euros June 2017 June 2016
Total administrative expenses 162 115
of which reinsurance business 7 7
of which banking business 99 82
of which corporate/holding 56 25
NN Bank common equity Tier 1 ratio phased in 1 14.0% 13.9%
Delta Lloyd Bank common equity Tier 1 ratio phased in 1 16.8%
Total assets banking business 2 21 13
Net operating ROE banking business 3 18.1% 9.8%

1 The 'common equity Tier 1 ratio phased in' is not final until filed with the regulators.

2 End of period, in EUR billion.

3 Net operating ROE is calculated as the (annualised) net operating result of the banking business, divided by (average) adjusted allocated equity. Adjusted allocated equity is an Alternative Performance Measure. It is derived from IFRS equity by excluding revaluation reserves. Reference is made to the section 'Alternative Performance measures (Non-GAAP measures)' in the 2016 Consolidated Annual Accounts.

In the first six months of 2017, the operating result of the segment Other decreased from EUR -9 million in the same period of 2016 to EUR -12 million, of which EUR -5 million related to Delta Lloyd. The operating result excluding Delta Lloyd improved by EUR 2 million, mainly reflecting a higher operating result of NN Bank offset by higher holding expenses and higher interest on hybrids and debt.

The operating result of the banking business improved from EUR 30 million in the first six months of 2016 to EUR 58 million, of which Delta Lloyd contributed EUR 9 million. The operating result excluding Delta Lloyd increased by EUR 19 million, mainly driven by a higher interest result due to the continued expansion of NN Bank's mortgage and customer savings activities, as well as lower additions to the loan loss provision.

The result before tax of the segment Other decreased from EUR -17 million in the first six months of 2016 to EUR -240 million, of which EUR -3 million related to Delta Lloyd. The result before tax excluding Delta Lloyd decreased by EUR 219 million due to a provision related to ING Australia Holdings, higher special items reflecting expenses related to the acquisition and integration of Delta Lloyd and restructuring expenses, as well as amortisation of acquisition intangibles. These items were partly compensated by the EUR 20 million realised gain on Delta Lloyd shares and the rebalancing transaction, as well as a EUR 9 million gain on the sale of Mandema & Partners completed in January 2017.

Interim report Continued

Japan Closed Block VA

Analysis of result

amounts in millions of euros 1 January to 30
June 2017
1 January to 30
June 2016
Investment margin -1 -1
Fees and premium-based revenues 23 29
Operating income 22 28
Administrative expenses 6 8
DAC amortisation and trail commissions 3 4
Expenses 9 12
Operating result 13 16
Non-operating items -22 -113
of which market & other impacts -22 -113
Result before tax -8 -97
Taxation
Net result
-2
-7
-23
-74

Key figures 1

1 January to 30 1 January to 30
amounts in millions of euros June 2017 June 2016
Account value 6,546 9,064
Net Amount at Risk 180 1,021
IFRS Reserves 401 1,335
Number of policies 122,394 173,806

1 End of period.

In the first six months of 2017 the result before tax was EUR -8 million compared with EUR -97 million in the same period a year ago. The first six months of 2017 included a hedge-related loss of EUR 21 million whereas the same period last year included a EUR 102 million hedgerelated loss due to higher market volatility, as well as a EUR 16 million technical provision increase following a refinement of lapse assumptions.

In the first six months of 2017 the operating result before tax was EUR 13 million compared with EUR 16 million in the same period a year ago, down 21.7% excluding currency impacts, mainly due to lower fees and premium-based revenues driven by the run-off of the portfolio.

Interim report

Continued

Balance sheet

Assets

Cash and cash equivalents

Cash and cash equivalents increased by EUR 1.4 billion in the first six months of 2017 to EUR 10.0 billion. This mainly reflects, EUR 3.0 billion recognised on the acquisition of Delta Lloyd and the issuance of EUR 900 million of senior notes in May 2017, offset by the cash payment of EUR 2.1 billion for the acquisition of Delta Lloyd.

Investments for risk of policyholders

Investments for risk of policyholders increased EUR 3.8 billion to EUR 34.5 billion during the first six months of 2017 mainly reflecting EUR 10.0 billion recognised on the acquisition of Delta Lloyd, partly offset by the run-off of Japan Closed Block VA, asset transfers for a total amount of EUR 1.9 billion from the separate account to the general account at Netherlands Life and the transfer to Assets held for sale for an amount of EUR 2.4 billion as the result of the sale of NN Life Luxembourg announced in April 2017. These changes are mirrored in the Liabilities for risk of policyholders.

Debt securities

Debt securities increased by EUR 26.6 billion to EUR 99.4 billion, of which EUR 29.1 billion recognised on the acquisition of Delta Lloyd, offset by lower market values as result of the impact of higher long-term interest rates as well as currency impacts.

Loans

Loans increased by EUR 20.7 billion to EUR 54.6 billion in the first six months of 2017, reflecting EUR 19.9 billion recognised on the acquisition of Delta Lloyd as well as an increase in the Mortgages portfolio.

Intangible assets

As a result of the acquisition of Delta Lloyd, EUR 447 million of intangible assets were recognised on the opening balance sheet (mainly brand names, distribution agreements and client relationships). These intangibles will be amortised in the profit and loss account over their useful lives. Additionally, EUR 1.1 billion of goodwill, being the difference between the purchase price of EUR 2.5 billion and the equity of Delta Lloyd on the opening balance sheet of EUR 1.3 billion, was recognised on the balance sheet which will be tested for impairment at least annually going forward.

Assets and Liabilities held for sale

Assets and Liabilities held for sale at the end of the first half year of 2017 reflect the balance sheet items of NN Life Luxembourg. The Assets and liabilities held for sale at the end of 2016 reflect Mandema & Partners, the sale of which was completed in January 2017.

Liabilities

Debt securities issued

Debt securities issued increased following the EUR 500 million senior notes issued in January 2017, debt securities for a total amount of EUR 0.6 billion recognised on the acquisition of Delta Lloyd and EUR 900 million of senior notes issued in May 2017.

Life insurance liabilities

Life Insurance liabilities increased by EUR 39.6 billion to EUR 120.3 billion due to EUR 39.6 billion recognised on the acquisition of Delta Lloyd, the transfer of insurance liabilities from the separate account to the general account at Netherlands Life, and a higher sales volume in NN Life Japan. These items were offset by currency impacts and lower deferred interest credited to policyholders following the decrease of the debt securities revaluation reserve and cash flow hedge.

Liabilities for risk of policyholders

Liabilities for risk of policyholders increased by EUR 4.4 billion to EUR 35.2 billion for the first six months of 2017, of which EUR 9.6 billion recognised on the acquisition of Delta Lloyd, offset by the aforementioned transfers from the separate account to the general account at Netherlands Life, the transfer to assets and liabilities held for sale as the result of the sale of NN Life Luxembourg and the run-off of Japan Closed Block VA.

Customer deposits

Customer deposits increased by EUR 4.4 billion of which EUR 3.8 billion recognised on the acquisition of Delta Lloyd.

Equity

Shareholders' equity decreased by EUR 0.9 billion to EUR 21.8 billion at the end of the first half year 2017, reflecting a decrease in the available-for-sale-debt securities and cash flow hedge revaluation reserves due to higher interest rates. The decrease is partly offset by a lower deferred interest crediting to policyholders, the issue of new NN Group shares related to the acquisition of Delta Lloyd as well as the net result for the first six months of 2017.

Other information

Interim report Continued

Capital management

Solvency II

31 December
30 June 2017 2016
Basic Own Funds 17,089 14,660
Non-available Own Funds 1,422 1,427
Non-eligible Own Funds 376 84
Eligible Own Funds (a) 15,291 13,149
of which Tier 1 Unrestricted 8,807 8,414
of which Tier 1 Restricted 1,891 1,919
of which Tier 2 2,399 1,043
of which Tier 3 1,097 750
of which non-solvency II regulated entities 1,098 1,022
Solvency Capital Requirements (b) 7,818 5,459
of which non-solvency II regulated entities 508 460
NN Group Solvency II ratio (a/b) 1 196% 241%
  1. The solvency ratios are not final until filed with the regulators. The Solvency II ratio is based on the partial internal model.

Cash capital position at the holding company

31 December
30 June 2017 2016
Beginning of period 2,489 1,953
Cash divestment proceeds 26
Dividends from subsidiaries 1,115 1,611
Capital injections into subsidiaries -552 -93
Other -312 -169
Free cash flow to the holding 277 1,349
Acquisitions -2,234
Addition Delta Lloyd cash capital position 413
Capital flow from / (to) shareholders -339 -812
Increase / (decrease) in debt and loans 1,124
End of period 1,731 2,489

Note: cash capital is defined as net current assets available at the holding company.

Interim report Continued

Financial leverage

31 December
30 June 2017 2016
Shareholders' equity 1 21,824 22,695
Adjustment for revaluation reserves -6,807 -8,763
Minority interests 313 12
Capital base for financial leverage (a) 2 15,330 13,945
Undated subordinated notes 1,764 986
Subordinated debt 2,478 2,288
Total subordinated debt 4,242 3,274
Debt securities issued (financial leverage) 2,577 398
Financial leverage (b) 6,819 3,672
Debt securities issued (operational leverage) 199
Total debt 6,819 3,871
Financial leverage ratio (b/(a+b)) 30.8% 20.8%
Fixed-cost coverage ratio 12.0x 12.8x

1 As of 1 January 2017, NN Group changed its accounting policy for the Reserve Adequacy Test. The change represents a change in accounting policy under IFRS and is implemented retrospectively. The impact on previous periods is limited to the consolidated balance sheet and equity. For more details refer to the 31 March 2017 Condensed consolidated interim accounts.

2 As of 2Q17, the calculation methodology for the financial leverage ratio has been updated to better align with market practice. Goodwill is no longer deducted from the capital base for financial leverage and historical figures have been updated to reflect this change.

The calculation methodology for the financial leverage ratio has been updated to better align with market practice. Goodwill is no longer deducted from the capital base for financial leverage and historical figures have been updated to reflect this change. The financial leverage ratio of NN Group increased to 30.8% at the end of the second quarter of 2017 compared with 20.8% at the end of 2016. The amount of financial leverage increased due to the addition of EUR 750 million subordinated notes and EUR 575 million senior debt issued by Delta Lloyd N.V., and EUR 500 million subordinated notes issued by Delta Lloyd Life. In addition, NN Group issued EUR 850 million subordinated notes with a fixed coupon at 4.625% per annum and a maturity of 31 years and three senior unsecured notes for a total amount of EUR 1,400 million, consisting of EUR 500 million with a fixed coupon at 0.875% per annum and a maturity of 6 years, EUR 300 million with a fixed coupon at 0.25% per annum and a maturity of 3 years and EUR 600 million with a fixed coupon at 1.625% per annum and a maturity of 10 years. The increase of financial leverage also reflects the repayment of EUR 200 million operational leverage by NN Bank to the holding company. These items were offset by the repayment of the EUR 476 million non-qualifying subordinated notes in May. The capital base for financial leverage increased by EUR 1,385 million mainly due to the issue of new NN Group shares for a total amount of EUR 420 million related to the acquisition of Delta Lloyd, an increase in minority interests of EUR 301 million and the first half year net result of EUR 676 million.

Credit ratings

Financial
Strength
Rating Outlook
Standard & Poor's A Stable
Fitch A+ Stable

Conformity statement

The Executive Board of NN Group N.V. is required to prepare the Interim report and Condensed consolidated interim accounts of NN Group N.V. in accordance with applicable Dutch law and International Financial Reporting Standards that are endorsed by the European Union (IFRS-EU).

Conformity statement pursuant to section 5:25d paragraph 2(c) of the Dutch Financial Supervision Act (Wet op

het financieel toezicht)

The Executive Board of NN Group N.V. is responsible for maintaining proper accounting records, for safeguarding assets and for taking reasonable steps to prevent and detect fraud and other irregularities. It is responsible for selecting suitable accounting policies and applying them on a consistent basis, making judgements and estimates that are prudent and reasonable. It is also responsible for establishing and maintaining internal procedures which ensure that all major financial information is known to the Executive Board of NN Group N.V., so that the timeliness, completeness and correctness of the external financial reporting are assured.

As required by section 5:25d paragraph 2(c) of the Dutch Financial Supervision Act, each of the signatories hereby confirms that to the best of his knowledge:

  • ∙ The NN Group N.V. Condensed consolidated interim accounts for the period ended 30 June 2017 give a true and fair view of the assets, liabilities, financial position and profit or loss of NN Group N.V. and the enterprises included in the consolidation taken as a whole.
  • ∙ The NN Group N.V. interim report for the period ended 30 June 2017 includes a fair review of the information required pursuant to article 5.25d, paragraph 8 and 9 of the Dutch Financial Supervision Act regarding NN Group N.V. and the entities included in the consolidation taken as a whole.

The Hague, 16 August 2017

Lard Friese CEO, Chair of the Executive Board

Delfin Rueda CFO, Vice-chair of the Executive Board

Financial developments Conformity statement Interim accounts Other information

Condensed consolidated balance sheet

Amounts in millions of euros, unless stated otherwise

Condensed consolidated balance sheet

31 December
notes 30 June 2017 2016
Assets
Cash and cash equivalents 10,022 8,634
Financial assets at fair value through profit or loss:
– investments for risk of policyholders 3 34,506 30,711
– non-trading derivatives 5,297 4,421
– designated as at fair value through profit or loss 815 873
Available-for-sale investments 4 107,861 79,767
Loans 5 54,627 33,920
Reinsurance contracts 15 1,053 231
Associates and joint ventures 6 3,113 2,698
Real estate investments 7 3,428 2,028
Property and equipment 155 86
Intangible assets 8 1,899 342
Deferred acquisition costs 1,682 1,631
Assets held for sale 9 2,422 6
Other assets 10 4,994 3,152
Total assets 231,874 168,500
Equity
Shareholders' equity (parent) 21,824 22,695
Minority interests 313 12
Undated subordinated notes 1,764 986
Total equity 11 23,901 23,693
Liabilities
Subordinated debt 12 2,478 2,288
Debt securities issued 13 2,577 598
Other borrowed funds 14 7,371 7,646
Insurance and investment contracts 15 166,571 115,708
Customer deposits and other funds on deposit 16 14,572 10,224
Financial liabilities at fair value through profit or loss:
– non-trading derivatives 2,764 2,008
Liabilities held for sale 9 2,408 2
Other liabilities 17 9,232 6,333
Total liabilities 207,973 144,807
Total equity and liabilities 231,874 168,500

Amounts for 2016 have been restated for the change in NN Group's accounting policy for the Reserve Adequacy Test. Reference is made to Note 2 'Accounting policies' for more details.

Financial developments Conformity statement Interim accounts Other information

Condensed consolidated profit and loss account

Condensed consolidated profit and loss account

notes 1 April to 30
June 2017
1 April to 30
June 2016
1 January to
30 June 2017
1 January to
30 June 2016
Gross premium income 18 2,946 2,021 6,344 5,302
Investment income 19 1,260 963 2,212 1,825
Result on disposals of group
companies -188 -179
– gross fee and commission
income 304 231 539 466
– fee and commission expenses -96 -84 -185 -169
Net fee and commission
income: 208 147 354 297
Valuation results on non-trading
derivatives -303 452 -300 942
Foreign currency results and net
trading income 34 -43 -31 -28
Share of result from associates
and joint ventures 104 68 181 148
Other income 10 26 7
Total income 4,071 3,608 8,607 8,493
– gross underwriting
expenditure 3,312 2,531 7,021 6,605
– investment result for risk of
policyholders -388 115 -652 46
– reinsurance recoveries -36 -28 -55 -45
Underwriting expenditure: 20 2,888 2,618 6,314 6,606
Intangible amortisation and
other impairments 37 1 38 15
Staff expenses 21 414 290 711 591
Interest expenses 133 92 231 182
Other operating expenses 261 181 431 341
Total expenses 3,733 3,182 7,725 7,735
Result before tax 338 426 882 758
Taxation 92 91 200 153
Net result 246 335 682 605

Amounts for 2016 have been restated for the change in NN Group's classification of interest income/expense on derivatives. Reference is made to Note 2 'Accounting policies' for more details.

Net result

1 April to 30 1 April to 30 1 January to 30 1 January to 30
June 2017 June 2016 June 2017 June 2016
Net result attributable to:
Shareholders of the parent 240 335 676 605
Minority interests 6 6
Net result 246 335 682 605

Condensed consolidated profit and loss account Continued

Earnings per ordinary share

1 April to 30 1 April to 30 1 January to 30 1 January to 30
June 2016
amounts in euros June 2017
June 2016
June 2017
Earnings per ordinary share
Basic earnings per ordinary share 0.69 1.01 2.00 1.81
Diluted earnings per ordinary share 0.69 1.00 2.00 1.81

Reference is made to Note 22 'Earnings per ordinary share' for the disclosure on the Earnings per ordinary share.

Condensed consolidated statement of comprehensive income

Condensed consolidated statement of comprehensive income

1 April to 30
June 2017
1 April to 30
June 2016
1 January to
30 June 2017
1 January to
30 June 2016
Net result 246 335 682 605
- unrealised revaluations available-for-sale
investments and other 47 2,285 -1,025 5,221
- realised gains/losses transferred to the
profit and loss account -127 -64 -236 -87
- changes in cash flow hedge reserve -610 464 -943 1,426
- deferred interest credited to policyholders 177 -723 690 -1,973
- share of other comprehensive income of
associates and joint ventures 1 -1 1
- exchange rate difference -129 183 -69 190
Items that may be reclassified subsequently
to the profit and loss account: -641 2,144 -1,582 4,777
- remeasurement of the net defined benefit
asset/liability 13 -20 11 -41
- unrealised revaluations property in own
use -1 -3
Items that will not be reclassified to the
profit and loss account: 13 -21 11 -44
Total other comprehensive income -628 2,123 -1,571 4,733
Total comprehensive income -382 2,458 -889 5,338
Comprehensive income attributable to:
Shareholders of the parent -388 2,457 -895 5,337
Minority interests 6 1 6 1
Total comprehensive income -382 2,458 -889 5,338
Financial developments
Conformity statement
Interim accounts
Other information

Condensed consolidated statement of cash flows

Condensed consolidated statement of cash flows

notes 1 January to 30
June 2017
1 January to 30
June 2016
Result before tax 882 758
Adjusted for:
– depreciation 57 21
– deferred acquisition costs and value of business acquired -87 -34
– underwriting expenditure (change in insurance liabilities) -1,617 -219
– other -65 -949
Taxation paid -156 -85
Changes in:
– non-trading derivatives -24 -134
– other financial assets at fair value through profit or loss 127 -824
– loans -1,464 -1,005
– other assets 619 8
– customer deposits and other funds on deposit 546 1,224
– financial liabilities at fair value through profit or loss – non-trading derivatives -394 951
– other liabilities -105 -255
Net cash flow from operating activities -1,681 -543
Investments and advances:
– group companies
26
907
– associates and joint ventures -245 -156
– available-for-sale investments -5,233 -5,193
– real estate investments -110 -202
– property and equipment -11 -11
– investments for risk of policyholders -3,991 -3,043
– other investments -30 -905
Disposals and redemptions:
– group companies
26
26
– associates and joint ventures 97 236
– available-for-sale investments 4,884 3,524
– real estate investments 4
– investments for risk of policyholders 7,841 8,030
– other investments 453
Net cash flow from investing activities 4,592 2,280
Proceeds from subordinated debt
12
836
Repayments of subordinated debt
12
-1,300
Proceeds from debt securities issued
13
1,388
Proceeds from other borrowed funds
14
3,666 6,992
Repayments of other borrowed funds
14
-5,640 -5,527
Dividend paid -221 -185
Purchase/sale of treasury shares
11
-145 -317
Coupon on undated subordinated notes -33
Net cash flow from financing activities -1,449 963
Net cash flow 1,462 2,700

Financial developments Conformity statement Interim accounts Other information

Condensed consolidated statement of cash flows Continued

Cash and cash equivalents

1 January to 30 1 January to 30
June 2017 June 2016
Cash and cash equivalents at beginning of the period 8,634 7,436
Net cash flow 1,462 2,700
Effect of exchange rate changes on cash and cash equivalents -70 -227
Cash and cash equivalents at end of the period 10,026 9,909
Cash and cash equivalents comprises the following items:
Cash and cash equivalents 10,022 9,894
Cash and cash equivalents classified as assets held for sale 4 15
Cash and cash equivalents at end of the period 10,026 9,909
Financial developments
Conformity statement
Interim accounts
Other information

Condensed consolidated statement of changes in equity

Condensed consolidated statement of changes in equity (2017)

Share capital Share premium Reserves Total Share
holders' equity
(parent)
Minority
interest
Undated
subordinated
notes
Total equity
Balance as at 1 January 2017 40 12,153 10,502 22,695 12 986 23,693
Unrealised revaluations available-for
sale investments and other -1,025 -1,025 -1,025
Realised gains/losses transferred to the
profit and loss account -236 -236 -236
Changes in cash flow hedge reserve -943 -943 -943
Deferred interest credited to
policyholders 690 690 690
Share of other comprehensive income of
associates and joint ventures 1 1 1
Exchange rate differences -69 -69 -69
Remeasurement of the net defined
benefit asset/liability 11 11 11
Total amount recognised directly in
equity (Other comprehensive income) 0 0 -1,571 -1,571 0 0 -1,571
Net result for the period 676 676 6 682
Total comprehensive income 0 0 -895 -895 6 0 -889
Changes in share capital 2 418 420 420
Dividend -187 -187 -34 -221
Purchase/sale of treasury shares -145 -145 -145
Employee stock option and share plans -5 -5 -5
Coupon on undated subordinated notes -59 -59 -59
Changes in composition of the group
and other changes 0 329 778 1,107
Balance as at 30 June 2017 42 12,571 9,211 21,824 313 1,764 23,901

Condensed consolidated statement of changes in equity Continued

Condensed consolidated statement of changes in equity (2016)

Total Share
holders' equity
Minority Undated
subordinated
Share capital Share premium Reserves (parent) interest notes Total equity
Balance as at 1 January 2016 40 12,153 8,265 20,458 9 986 21,453
Unrealised revaluations available-for
sale investments and other 5,221 5,221 5,221
Realised gains/losses transferred to the
profit and loss account -87 -87 -87
Changes in cash flow hedge reserve 1,426 1,426 1,426
Deferred interest credited to
policyholders -1,973 -1,973 -1,973
Exchange rate differences 189 189 1 190
Remeasurement of the net defined
benefit asset/liability -41 -41 -41
Unrealised revaluations property in own
use -3 -3 -3
Total amount recognised directly in
equity (Other comprehensive income) 0 0 4,732 4,732 1 0 4,733
Net result for the period 605 605 605
Total comprehensive income 0 0 5,337 5,337 1 0 5,338
Dividend -185 -185 -185
Purchase/sale of treasury shares -317 -317 -317
Employee stock option and share plans -16 -16 -16
Coupon on undated subordinated notes -34 -34 -34
Balance as at 30 June 2016 40 12,153 13,050 25,243 10 986 26,239

Amounts for 2016 have been restated for the change in NN Group's accounting policy for the Reserve Adequacy Test. Reference is made to Note 2 'Accounting policies' for more details.

Financial developments
Conformity statement
Interim accounts
Other information

1 Acquisition of Delta Lloyd

These Condensed consolidated interim accounts of NN Group N.V. (NN Group) for the period ended on 30 June 2017 are significantly impacted by the acquisition of Delta Lloyd N.V. (Delta Lloyd) in the second quarter of 2017. Information on the acquisition of Delta Lloyd, the acquisition accounting under IFRS and the impact on the financial information included in these interim accounts is included in Note 26 'Companies and businesses acquired and divested' and, where relevant, in the individual notes hereafter.

2 Accounting policies

These Condensed consolidated interim accounts of NN Group N.V. have been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting'. The accounting principles used to prepare these Condensed consolidated interim accounts comply with International Financial Reporting Standards as adopted by the European Union (IFRS-EU) and are consistent with those set out in the notes to the 2016 NN Group Consolidated annual accounts, except as set out below.

These Condensed consolidated interim accounts should be read in conjunction with the 2016 NN Group Consolidated annual accounts.

IFRS-EU provides a number of options in accounting policies. NN Group's accounting policies under IFRS-EU and its decision on the options available are set out in Note 1 'Accounting policies' of the 2016 NN Group Consolidated annual accounts.

Certain amounts recorded in the Condensed consolidated interim accounts reflect estimates and assumptions made by management. Actual results may differ from the estimates made. Interim results are not necessarily indicative of full-year results.

The presentation of and certain terms used in these Condensed consolidated interim accounts has been changed to provide additional and more relevant information or (for changes in comparative information) to better align with the current period presentation. The impact of these changes is explained in the relevant notes when significant.

Reference is made to the 2016 NN Group Consolidated annual accounts for more details on upcoming changes in accounting policies.

Changes in accounting policies

Reserve Adequacy Test (RAT)

As of 1 January 2017, NN Group changed its accounting policy for the Reserve Adequacy Test. The policy that was applied until 2016 is set out in the section 'Accounting policies for specific items – Insurance and investment contracts, reinsurance contracts – Adequacy test' in the 2016 NN Group Consolidated annual accounts.

As of 1 January 2017, the following policy applies:

'The adequacy of the insurance liabilities, net of DAC and VOBA (the net insurance liabilities), is evaluated at each reporting period by each business unit for the business originated in that business unit. The test involves comparing the established net insurance liability to a liability based on current best estimate actuarial assumptions. The assumed investment returns are a combination of the run-off of current portfolio yields on existing assets and reinvestment rates in relation to maturing assets and anticipated new premiums; as a result (part of) the revaluation reserve in shareholders equity is taken into account in assessing the adequacy of insurance liabilities.

If, for any business unit, the established insurance liability is lower than the liability based on current best estimate actuarial assumptions the shortfall is recognised immediately in the profit and loss account.

If the net insurance liabilities are determined to be more than adequate no reduction in the net insurance liabilities is recognised.

The differences between the new policy and the policy applied until 2016 are:

  • ∙ In the new policy, the adequacy is assessed by comparing the balance sheet liability to a best estimate liability; in the policy applied until 2016 it was compared to a liability with a 50% and 90% confidence level
  • ∙ In the new policy, the adequacy is assessed at the level of individual business units; in the policy applied until 2016 aggregation at the segment and Group levels applied

The new policy aligns better to current market practice. The change represents a change in accounting policy under IFRS and is implemented retrospectively.

This change had no impact on the Consolidated profit and loss account. The impact on the Consolidated balance sheet as at 31 December 2016 was not significant and is as follows:

NN Group N.V.

Notes to the condensed consolidated interim accounts Continued

Impact of RAT change in accounting policy on the consolidated balance sheet
-- ----------------------------------------------------------------------------- -- --
31 December Change in RAT
2016 as
reported earlier
accounting
policy
31 December
2016 (restated)
Assets
Deferred acquisition costs 1,636 -5 1,631
Total Assets 168,505 -5 168,500
Equity
Shareholders' equity (parent) 22,706 -11 22,695
Total equity 23,704 -11 23,693
Liabilities
Insurance and investment contracts 115,699 9 115,708
Other liabilities (Deferred tax) 6,336 -3 6,333
Total liabilities 144,801 6 144,807
Total equity and liabilities 168,505 -5 168,500

Changes in classification

Interest income/expense on derivatives

NN Group changed its classification of interest income/expense on derivatives for which no hedge accounting is applied. This interest income/expense was classified in 'Investment income' and 'Interest expenses' respectively. This classification is changed and interest income/expense on derivatives for which no hedge accounting is applied is now classified in 'Valuation results on non-trading derivatives', together with the changes in the (clean) fair value of these derivatives. The new classification aligns better to current market practice. The relevant comparative figures for 2016 have been amended as shown in the table below. This change only impacts the classification in the Condensed consolidated profit and loss account. There was no impact on shareholders' equity and net result.

Impact of change in classification on the consolidated profit and loss account

1 April to 30 June 2016 1 January to 30 June 2016
Reported
earlier
Change in
classification
Restated Reported
earlier
Change in
classification
Restated
Income
Investment income 1,120 -157 963 2,078 -253 1,825
Valuation results on non-trading derivatives 389 63 452 819 123 942
Total income -94 -130
Expenses
Interest expenses 186 -94 92 312 -130 182
Total expenses -94 -130
Result before tax and Net result 0 0

3 Investments for risk of policyholders

The increase in Investments for risk of policyholders from EUR 30,711 million as at 31 December 2016 to EUR 34,506 million as at 30 June 2017 includes EUR 9,980 million recognised on the acquisition of Delta Lloyd. For more information reference is made to Note 26 'Companies and businesses acquired and divested'.

Financial developments
Conformity statement statement
Interim accounts accounts
Other information

4 Available-for-sale investments

The increase in Available-for-sale investments from EUR 79,767 million as at 31 December 2016 to EUR 107,861 million as at 30 June 2017 includes EUR 30,434 million recognised on the acquisition of Delta Lloyd. For more information reference is made to Note 26 'Companies and businesses acquired and divested'.

Available-for-sale investments

31 December
30 June 2017 2016
Equity securities:
– shares in NN Group managed investment funds 2,520 1,989
– shares in third-party managed investment funds 1,822 1,711
– other 4,151 3,288
Equity securities 8,493 6,988
Debt securities 99,368 72,779
Available-for-sale investments 107,861 79,767

NN Group's total exposure to debt securities is included in the following balance sheet lines:

Total exposure to debt securities

31 December
30 June 2017 2016
Available-for-sale investments 99,368 72,779
Loans 1,750 1,935
Available-for-sale investments and loans 101,118 74,714
Investments for risk of policyholders 1,256 1,352
Designated as at fair value through profit or loss 224 241
Financial assets at fair value through profit or loss 1,480 1,593
Total exposure to debt securities 102,598 76,307

NN Group's total exposure to debt securities included in Available-for-sale investments and Loans is specified as follows by type of exposure:

Debt securities by type

Available-for-sale investments
Loans
Total
31 December 31 December 31 December
30 June 2017 2016 30 June 2017 2016 30 June 2017 2016
Government bonds 73,038 56,042 73,038 56,042
Covered bonds 372 320 372 320
Corporate bonds 14,992 10,409 14,992 10,409
Financial institution bonds 9,386 4,863 9,386 4,863
Bond portfolio (excluding ABS) 97,788 71,634 0 0 97,788 71,634
US RMBS 502 233 502 233
Non-US RMBS 812 784 1,355 1,487 2,167 2,271
CDO/CLO 41 35 4 41 39
Other ABS 225 93 395 444 620 537
ABS portfolio 1,580 1,145 1,750 1,935 3,330 3,080
Debt securities – available-for-sale investments
and loans 99,368 72,779 1,750 1,935 101,118 74,714

Reclassifications to Loans (2009)

As per reclassification date Q2 2009
Fair value 6,135
Range of effective interest rates 1.4%-24.8%
Expected recoverable cash flows 7,118
Unrealised fair value losses in Shareholders' equity (before tax) -896
Recognised fair value gains/losses in Shareholders' equity (before tax) between the beginning of the year in which the
reclassification occurred and the reclassification date 173
Recognised fair value gains/losses in Shareholders' equity (before tax) in the year prior to reclassification -971
Impairments (before tax) between the beginning of the year in which the reclassification occurred and the reclassification date nil
Impairment (before tax) in the year prior to reclassification nil
31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December
Years after reclassification 30 June 2017 2016 2015 2014 2013 2012 2011 2010 2009
Carrying value 376 404 533 809 1,098 1,694 3,057 4,465 5,550
Fair value 466 526 676 984 1,108 1,667 2,883 4,594 5,871
Unrealised fair value
gains/losses in shareholders'
equity (before tax) -163 -171 -203 -213 -111 -186 -307 -491 -734
Effect on shareholders' equity
(before tax) if reclassification
had not been made 90 122 143 175 10 -27 -174 129 321
Effect on result (before tax) if
reclassification had not been
made nil nil nil nil nil nil nil nil nil
Effect on result (before tax)
after the reclassification (mainly
interest income) n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. 121
Effect on result (before tax) for
the year (interest income and
sales results) nil nil 1 -2 -10 -47 90 89 n.a.
Impairments (before tax) nil nil nil nil nil nil nil nil nil
Provisions for credit losses
(before tax) nil nil nil nil nil nil nil nil nil

Reclassifications out of Available-for-sale investments to Loans are allowed under IFRS-EU as of the third quarter of 2008. In the second quarter of 2009 NN Group reclassified certain financial assets from Available-for-sale investments to Loans. NN Group identified assets, eligible for reclassification, for which at the reclassification date it had the intention to hold for the foreseeable future. The table above provides information on this reclassification made in the second quarter of 2009. Information is provided for this reclassification as at the date of reclassification and as at the end of the subsequent reporting periods. This information is disclosed under IFRS-EU for as long as the reclassified assets continue to be recognised in the balance sheet.

Financial developments
Conformity statement
statement
Interim accounts
accounts
Other information

Continued

5 Loans

The increase in Loans from EUR 33,920 million as at 31 December 2016 to EUR 54,627 million as at 30 June 2017 includes EUR 19,924 million recognised on the acquisition of Delta Lloyd. For more information reference is made to Note 26 'Companies and businesses acquired and divested'.

Loans

31 December
30 June 2017 2016
Loans secured by mortgages 41,968 25,699
Unsecured loans 9,723 4,936
Asset-backed securities 1,750 1,935
Deposits 643 1,097
Policy loans 547 259
Other 64 74
Loans-before loan loss provisions 54,695 34,000
Loan loss provisions -68 -80
Loans 54,627 33,920

Changes in Loan loss provisions

31 December
30 June 2017 2016
Loan loss provisions – opening balance 80 87
Write-offs -4 -18
Increase in loan loss provisions -4 14
Changes in the composition of the group and other changes -4 -3
Loan loss provisions – closing balance 68 80
Financial developments
Conformity statement
statement
Interim accounts
accounts
Other information

6 Associates and joint ventures

The increase in Associates and joint ventures from EUR 2,698 million as at 31 December 2016 to EUR 3,113 million as at 30 June 2017 includes EUR 10 million recognised on the acquisition of Delta Lloyd. For more information reference is made to Note 26 'Companies and businesses acquired and divested'.

Associates and joint ventures

Balance sheet Balance sheet
Interest held value Interest held value
30 June 2017 31 December
2016
CBRE Dutch Office Fund FGR 28% 364 26% 320
CBRE Retail Property Fund Iberica L.P. 33% 231 33% 218
Parcom Investment Fund III B.V. 100% 220 100% 192
Parcom Investment Fund II B.V. 100% 206 100% 205
CBRE Dutch Retail Fund FGR 17% 174 18% 178
CBRE UK Property Fund L.P. 10% 168 10% 169
Dutch Residential Fund I FGR 11% 151
CBRE Property Fund Central and Eastern Europe FGR 50% 121 21% 51
Parcom Buy Out Fund IV B.V. 100% 114 100% 126
Allee center Kft 50% 109 50% 111
CBRE European Industrial Fund C.V. 19% 107 18% 101
DPE Deutschland II B GmbH & Co KG 34% 104 34% 91
Fiumaranuova s.r.l. 50% 98 50% 95
Boccaccio - Closed-end Real Estate Mutual Investment Fund 50% 91 50% 68
CBRE Dutch Retail Fund II FGR 10% 79 10% 80
Dutch Student and Young Professional Housing fund FGR 49% 70 49% 45
Le Havre LaFayette SNC 50% 59 50% 59
Achmea Dutch Health care Fund 24% 55 24% 49
Delta Mainlog Holding GmbH & Co. KG 50% 52 50% 51
Parquest Capital B FPCI 40% 51 40% 84
Other 489 405
Associates and joint ventures 3,113 2,698

Other represents associates and joint ventures with an individual balance sheet value as at 30 June 2017 of less than EUR 50 million.

7 Real estate investments

The increase in Real estate investments from EUR 2,028 million as at 31 December 2016 to EUR 3,428 million as at 30 June 2017 includes EUR 1,138 million recognised on the acquisition of Delta Lloyd. For more information reference is made to Note 26 'Companies and businesses acquired and divested'.

8 Intangible assets

The increase in Intangible assets from EUR 342 million as at 31 December 2016 to EUR 1,899 million as at 30 June 2017 includes EUR 1,560 million recognised on the acquisition of Delta Lloyd. For more information reference is made to Note 26 'Companies and businesses acquired and divested'.

Intangible assets

31 December
30 June 2017 2016
Value of business acquired 10 11
Goodwill 1,396 253
Software 66 61
Other 427 17
Intangible assets 1,899 342

Goodwill includes the provisional goodwill of EUR 1,146 million recognised on the acquisition of Delta Lloyd.

Financial developments Conformity statement Interim accounts Other information statement accounts

Notes to the condensed consolidated interim accounts

Continued

Intangible assets include the preliminary values of the intangibles recognised on the acquisition of Delta Lloyd:

  • ∙ Delta Lloyd brand name with an expected remaining useful life of 2 years
  • ∙ Other brand names with an average expected remaining useful life of 10 years
  • ∙ Client relationships with an average expected remaining useful life of 9 years
  • ∙ Distribution channels/agreements with an average expected remaining useful life of 17 years
  • ∙ Software with an average expected remaining useful life of 3 years

Reference is made to Note 26 'Companies and businesses acquired and divested'.

9 Assets and liabilities held for sale

Assets and liabilities are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This relates to businesses that are available for immediate sale in their present condition, for which management is committed to a sale and for which a sale is highly probable, i.e. expected to occur within one year.

As at 30 June 2017 assets and liabilities held for sale relate to NN Life Luxembourg. NN Life Luxembourg is presented in the segment 'Insurance Europe'. Assets held for sale relate mainly to Available-for-sale investments. Liabilities held for sale relate mainly to Insurance and investment contracts. Classification as held for sale does not impact the comparative figures in the balance sheet. As NN Life Luxembourg does not qualify as a discontinued operation, there is no impact on the presentation of the profit and loss account. For more information, reference is made to Note 26 'Companies and businesses acquired and divested'.

10 Other assets

The increase in Other assets from EUR 3,152 million as at 31 December 2016 to EUR 4,994 million as at 30 June 2017 includes EUR 4,389 million recognised on the acquisition of Delta Lloyd. For more information reference is made to Note 26 'Companies and businesses acquired and divested'.

Other assets

31 December
30 June 2017 2016
Insurance and reinsurance receivables 1,107 431
Deferred tax assets 139 35
Property obtained from foreclosures 1
Income tax receivable 248 137
Accrued interest and rents 1,522 1,503
Other accrued assets 1,338 492
Net defined benefit assets 19
Other 621 553
Other assets 4,994 3,152

11 Equity

Total equity

31 December
30 June 2017 2016
Share capital 42 40
Share premium 12,571 12,153
Revaluation reserve 8,678 10,227
Currency translation reserve -48 10
Net defined benefit asset/liability remeasurement reserve -92 -103
Other reserves 673 368
Shareholders' equity (parent) 21,824 22,695
Minority interests 313 12
Undated subordinated notes 1,764 986
Total equity 23,901 23,693

Changes in equity (2017)

Total
shareholders'
30 June 2017 Share capital Share premium Reserves equity (parent)
Equity – opening balance at 1 January 40 12,153 10,502 22,695
Net result for the period 676 676
Total amount recognised directly in equity (Other comprehensive income) -1,571 -1,571
Changes in share capital 2 418 420
Dividend -187 -187
Purchase/sale of treasury shares -145 -145
Employee stock option and share plans -5 -5
Coupon on undated subordinated notes -59 -59
Equity – closing balance 42 12,571 9,211 21,824

Changes in equity (2016)

Total
shareholders'
31 December 2016 Share capital Share premium Reserves equity (parent)
Equity – opening balance at 1 January 40 12,153 8,265 20,458
Net result for the period 1,189 1,189
Total amount recognised directly in equity (Other comprehensive income) 1,893 1,893
Dividend -298 -298
Purchase/sale of treasury shares -503 -503
Employee stock option and share plans -10 -10
Coupon on undated subordinated notes -34 -34
Equity – closing balance 40 12,153 10,502 22,695

Dividend

Interim dividend 2016

In September 2016 NN Group paid a 2016 interim dividend of EUR 0.60 per ordinary share, which represents a total amount of EUR 195 million. The 2016 interim dividend was paid on 9 September 2016 either in cash or in ordinary shares at the election of the shareholder. As a result, an amount of EUR 113 million was distributed out of Other reserves (cash dividend) and 3,086,014 ordinary shares, with a par value of EUR 0.12 per share, were issued (EUR 82 million stock dividend).

Final dividend 2016

On 1 June 2017, the General Meeting of Shareholders adopted the proposed 2016 final dividend of EUR 0.95 per ordinary share, or approximately EUR 317 million in total. This dividend was paid on 26 June 2017 either in cash or in ordinary shares at the election of the shareholder. As a result, an amount of EUR 187 million was distributed out of Other reserves (cash dividend) and 4,082,061 ordinary shares, with a par value of EUR 0.12 per share, were issued (EUR 129 million stock dividend). Together with the 2016 interim dividend of EUR 0.60 per ordinary share paid in September 2016, NN Group's total dividend for 2016 amounted to EUR 1.55 per ordinary share, or approximately EUR 512 million.

Interim dividend 2017

NN Group will pay a 2017 interim dividend of EUR 0.62 per ordinary share, or approximately EUR 209 million in total. The 2017 interim dividend will be paid either in cash or ordinary shares at the election of the shareholder.

To neutralise the dilutive effect of the final and interim stock dividend, NN Group repurchases ordinary shares for an amount equivalent to the stock dividends.

Issue of ordinary shares

In April 2017, NN Group issued 8,749,237 ordinary shares to Fonds NutsOhra in exchange for the preference shares A in Delta Lloyd held by Fonds NutsOhra and the perpetual subordinated loan provided to Delta Lloyd.

In June 2017 NN Group issued 5,069,969 ordinary shares for a total amount of EUR 165 million as the result of the legal merger of Delta Lloyd into NN Group whereby remaining holders of Delta Lloyd shares received listed ordinary shares in NN Group.

Financial developments Conformity statement Interim accounts Other information statement accounts

Notes to the condensed consolidated interim accounts

Continued

Purchase/sale of treasury shares

During the first half of 2017, 4,890,489 ordinary shares for a total amount of EUR 152 million were repurchased. Net of EUR 7 million treasury shares related to Employee share plans, this resulted in a purchase of EUR 145 million.

The repurchased shares are held by NN Group and the amount was deducted from Other reserves (Purchase/sale of treasury shares). No treasury shares were cancelled during the first half of 2017.

As at 30 June 2017, 15,411,596 treasury shares were held by NN Group.

On 2 August 2017, 14,348,967 NN Group treasury shares were cancelled.

Undated subordinated notes

The increase in Undated subordinated notes of EUR 778 million relates to the Undated subordinated note of Delta Lloyd that is classified as equity under IFRS.

Coupon on undated subordinated notes

The Undated subordinated notes issued by NN Group have an optional annual coupon payment in July. Following the payment of dividend in 2017, the payment of the annual coupon on 15 July 2017 became mandatory and was recognised as a liability in June. As a result, EUR 34 million (net of tax) was deducted from equity.

The Undated subordinated notes issued by Delta Lloyd (now NN Group Bidco B.V.) have an optional annual coupon payment in June. As a result, EUR 25 million (net of tax) was deducted from equity.

Minority interest

Through the acquisition of Delta Lloyd, NN Group owns 51% of the shares of ABN AMRO Verzekeringen Holding B.V. (ABN AMRO Verzekeringen). ABN AMRO Verzekeringen's principal place of business is Zwolle, the Netherlands. ABN AMRO Verzekeringen is fully consolidated by NN Group, with a minority interest recognised of 49%.

At 30 June 2017, the minority interest relating to ABN AMRO Verzekeringen recognised in equity was EUR 301 million.

Summarised information ABN AMRO Verzekeringen 1

30 June 2017
Total assets 5,570
Total liabilities 4,956
Total income 2 146
Total expenses 2 134
Net result recognised in period 2 10
Dividends paid 2 71

1 All on 100 % basis.

2 For the period from acquisition till 30 June 2017.

12 Subordinated debt

The increase in Subordinated debt from EUR 2,288 million as at 31 December 2016 to EUR 2,478 million as at 30 June 2017 includes EUR 1,651 million recognised on the acquisition of Delta Lloyd. For more information reference is made to Note 26 'Companies and businesses acquired and divested'.

Issuance

In January 2017, NN Group issued subordinated notes with a nominal value of EUR 850 million. The EUR 850 million subordinated notes have a maturity of 31 years and are first callable after 11 years and every quarter thereafter, subject to conditions to redemption. The coupon is fixed at 4.625% per annum until the first call date and will be floating thereafter. These notes qualify as Tier 2 regulatory capital. The proceeds were used to repay EUR 823 million of hybrid loans to ING Group in the first quarter of 2017.

Repayment of Subordinated debt

In January 2017, NN Group redeemed all three perpetual subordinated hybrid loans with variable coupons for a total amount of EUR 823 million. In May 2017, NN Group redeemed the outstanding aggregate principal amount of EUR 476 million of the 6.375% Fixed to Floating Rate Subordinated Notes due 2027.

Financial developments Conformity statement Interim accounts Other information statement accounts

Notes to the condensed consolidated interim accounts

Continued

13 Debt securities issued

The increase in Debt securities issued from EUR 598 million as at 31 December 2016 to EUR 2,577 million as at 30 June 2017 includes EUR 591 million recognised on the acquisition of Delta Lloyd. For more information reference is made to Note 26 'Companies and businesses acquired and divested'.

Issuance

During the first half of 2017, NN Group issued senior unsecured notes with a nominal value of EUR 500 million, EUR 300 million and EUR 600 million.

The EUR 500 million senior unsecured notes have a fixed coupon of 0.875% per annum and a maturity of 6 years. The proceeds were used to repay EUR 476 million of Subordinated debt of NN Group on its first call date in May 2017.

The EUR 300 million senior unsecured notes have a fixed coupon of 0.25% per annum and a maturity of 3 years. The EUR 600 million senior unsecured notes have a fixed coupon of 1.625% per annum and a maturity of 10 years. The net proceeds of both senior unsecured notes were applied to repay the EUR 900 million bridge loan used to finance the acquisition of Delta Lloyd.

14 Other borrowed funds

The change in Other borrowed funds from EUR 7,646 million as at 31 December 2016 to EUR 7,371 million as at 30 June 2017 includes EUR 1,705 million recognised on the acquisition of Delta Lloyd. For more information reference is made to Note 26 'Companies and businesses acquired and divested'.

15 Insurance and investment contracts, reinsurance contracts

The increase in Insurance and investment contracts, reinsurance contracts from EUR 115,477 million as at 31 December 2016 to EUR 165,518 million as at 30 June 2017 includes EUR 56,665 million Insurance and investment contracts and EUR 794 million reinsurance contracts recognised on the acquisition of Delta Lloyd. For more information reference is made to Note 26 'Companies and businesses acquired and divested'.

Insurance and investment contracts, reinsurance contracts

Insurance and investment
Liabilities net of reinsurance Reinsurance contracts contracts
31 December 31 December 31 December
30 June 2017 2016 30 June 2017 2016 30 June 2017 2016
Life insurance liabilities excluding liabilities for risk of
policyholders 119,527 80,590 769 114 120,296 80,704
Liabilities for life insurance for risk of policyholders 34,216 29,111 46 46 34,262 29,157
Life insurance liabilities 153,743 109,701 815 160 154,558 109,861
Liabilities for unearned premiums and unexpired risks 779 248 18 3 797 251
Claims liabilities 4,991 3,217 220 68 5,211 3,285
Insurance liabilities 159,513 113,166 1,053 231 160,566 113,397
Investment contracts liabilities 6,005 2,311 6,005 2,311
Insurance and investment contracts, reinsurance
contracts 165,518 115,477 1,053 231 166,571 115,708

The 'Liabilities for insurance and investment contracts' is presented gross in the balance sheet as 'Insurance and investment contracts'. The related reinsurance is presented as 'Reinsurance contracts' under Assets in the balance sheet.

16 Customer deposits and other funds on deposit

The increase in Customer deposits and other funds on deposit from EUR 10,224 million as at 31 December 2016 to EUR 14,572 million as at 30 June 2017 includes EUR 3,802 million recognised on the acquisition of Delta Lloyd. For more information reference is made to Note 26 'Companies and businesses acquired and divested'.

Financial developments
Conformity statement
statement
Interim accounts
accounts
Other information

Continued

17 Other liabilities

The increase in Other liabilities from EUR 6,333 million as at 31 December 2016 to EUR 9,232 million as at 30 June 2017 includes EUR 5,440 million recognised on the acquisition of Delta Lloyd. For more information reference is made to Note 26 'Companies and businesses acquired and divested'.

Other liabilities

31 December
30 June 2017 2016
Deferred tax liabilities 1,633 2,979
Income tax payable 34 7
Net defined benefit liability 139 116
Other post-employment benefits 29 23
Other staff-related liabilities 117 135
Other taxation and social security contributions 111 126
Deposits from reinsurers 414 87
Accrued interest 527 331
Costs payable 338 174
Amounts payable to policyholders 847 737
Provisions 435 189
Amounts to be settled 3,883 1,118
Other 725 311
Other liabilities 9,232 6,333

Financial developments Conformity statement Interim accounts Other information statement accounts

Notes to the condensed consolidated interim accounts Continued

18 Gross premium income

Gross premium income includes for both the 3 months and 6 months periods EUR 810 million relating to Delta Lloyd for the period from acquisition until 30 June 2017.

19 Investment income

Investment income includes for both the 3 months and 6 months periods EUR 246 million relating to Delta Lloyd for the period from acquisition until 30 June 2017.

Investment income

1 April to 30
June 2017
1 April to 30
June 2016
1 January to 30
June 2017
1 January to 30
June 2016
Interest income from investments in debt securities 471 428 871 836
Interest income from loans:
– unsecured loans 63 33 98 62
– mortgage loans 338 263 605 515
– policy loans 2 2 4 4
– other 26 22 38 46
Interest income from investments in debt securities and loans 900 748 1,616 1,463
Realised gains/losses on disposal of available-for-sale debt securities 37 72 122 96
Impairments of available-for-sale debt securities -3 -3 -9 -3
Reversal of impairments of available-for-sale debt securities 1 1
Realised gains/losses and impairments of available-for-sale debt securities 35 69 114
Realised gains/losses on disposal of available-for-sale equity securities 113 22 180 51
Impairments of available-for-sale equity securities -13 -6 -15 -31
Realised gains/losses and impairments of available-for-sale equity securities 100 16 165 20
Interest income on non-trading derivatives 6 3 7 8
Increase in loan loss provisions 2 1 4 -1
Income from real estate investments 38 25 64 45
Dividend income 125 93 163 164
Change in fair value of real estate investments 54 8 79 33
Investment income 1,260 963 2,212 1,825

Impairments on investments by segment

1 April to 30
June 2017
1 April to 30
June 2016
1 January to 30
June 2017
1 January to 30
June 2016
Netherlands Life -14 -2 -21 -24
Netherlands Non-life -1 -1
Insurance Europe -1 -7 -1 -8
Other -1 -1 -1
Impairments -16 -9 -24 -34

Financial developments Conformity statement Interim accounts Other information statement accounts

Notes to the condensed consolidated interim accounts Continued

20 Underwriting expenditure

Underwriting expenditure includes for both the 3 months and 6 months periods EUR 789 million relating to Delta Lloyd for the period from acquisition until 30 June 2017.

Underwriting expenditure

1 April to 30
June 2017
1 April to 30
June 2016
1 January to 30
June 2017
1 January to 30
June 2016
Gross underwriting expenditure:
- before effect of investment result for risk of policyholder 2,924 2,646 6,369 6,651
- effect of investment result for risk of policyholder 388 -115 652 -46
Gross underwriting expenditure 3,312 2,531 7,021 6,605
Investment result for risk of policyholders -388 115 -652 46
Reinsurance recoveries -36 -28 -55 -45
Underwriting expenditure 2,888 2,618 6,314 6,606

The investment income and valuation results regarding investments for risk of policyholders is recognised in 'Underwriting expenditure'. As a result it is shown together with the equal amount of related change in insurance liabilities for risk of policyholders.

Underwriting expenditure by class

1 April to 30
June 2017
1 April to 30
June 2016
1 January to 30
June 2017
1 January to 30
June 2016
Expenditure from life underwriting:
– reinsurance and retrocession premiums 49 28 101 75
– gross benefits 3,997 2,678 6,597 5,437
– reinsurance recoveries -27 -24 -43 -39
– change in life insurance liabilities -1,903 -467 -2,033 -185
– costs of acquiring insurance business 119 119 264 258
– other underwriting expenditure 24 19 50 46
– profit sharing and rebates 6 3 19 10
Expenditure from life underwriting 2,265 2,356 4,955 5,602
Expenditure from non-life underwriting:
– reinsurance and retrocession premiums 22 5 43 26
– gross claims 508 295 803 580
– reinsurance recoveries -9 -4 -12 -6
– changes in the liabilities for unearned premiums -69 -99 300 255
– changes in claims liabilities 60 -2 45 18
– costs of acquiring insurance business 113 66 177 129
– other underwriting expenditure -5 1 -4 2
Expenditure from non-life underwriting 620 262 1,352 1,004
Expenditure from investment contracts:
– other changes in investment contract liabilities 3 7
Expenditure from investment contracts 3 0 7 0
Underwriting expenditure 2,888 2,618 6,314 6,606
Financial developments
Conformity statement
statement
Interim accounts
accounts
Other information

21 Staff expenses

Staff expenses includes for both the 3 months and 6 months periods EUR 112 million relating to Delta Lloyd for the period from acquisition until 30 June 2017.

Staff expenses

1 April to 30
June 2017
1 April to 30
June 2016
1 January to 30
June 2017
1 January to 30
June 2016
Salaries 217 163 374 324
Variable salaries 24 16 46 34
Pension costs 40 26 67 50
Social security costs 34 25 58 49
Share-based compensation arrangements 6 4 8 7
External staff costs 67 50 117 101
Education 5 3 8 6
Other staff costs 21 3 33 20
Staff expenses 414 290 711 591

22 Earnings per ordinary share

Earnings per ordinary share shows earnings per share amounts for profit or loss attributable to shareholders of the parent. Earnings per ordinary share is calculated on the basis of the weighted average number of ordinary shares outstanding. In calculating the weighted average number of ordinary shares outstanding, own shares held by group companies are deducted from the total number of ordinary shares in issue.

Earnings per ordinary share

Weighted average number of
Amount (in millions of euros) ordinary shares (in millions) Per ordinary share (in euros)
1 April to 30 1 April to 30 1 April to 30 1 April to 30 1 April to 30 1 April to 30
June 2017 June 2016 June 2017 June 2016 June 2017 June 2016
Net result 240 335
Coupon on undated subordinated notes -14 -8
Basic earnings per ordinary share 226 327 328.8 324.8 0.69 1.01
Dilutive instruments:
Warrants 0.0 0.0
Share plans 0.7 0.8
0.7 0.8
Diluted earnings per ordinary share 226 327 329.5 325.6 0.69 1.00

Diluted earnings per share is calculated as if the share plans and warrants outstanding at the end of the period had been exercised at the beginning of the period and assuming that the cash received from exercised share plans and warrants was used to buy own shares against the average market price during the period.

Earnings per ordinary share

Weighted average number of
Amount (in millions of euros) ordinary shares (in millions) Per ordinary share (in euros)
1 January to 30 1 January to 30 1 January to 30 1 January to 30 1 January to 30 1 January to 30
June 2017 June 2016 June 2017 June 2016 June 2017 June 2016
Net result 676 605
Coupon on undated subordinated notes -23 -17
Basic earnings per ordinary share 653 588 325.8 325.0 2.00 1.81
Dilutive instruments:
Warrants 0.0 0.0
Share plans 0.7 0.8
0.7 0.8
Diluted earnings per ordinary share 653 588 326.5 325.8 2.00 1.81

Continued

23 Segments

The reporting segments for NN Group, based on the internal reporting structure, are as follows:

  • ∙ Netherlands Life (Group life and individual life insurance products in the Netherlands)
  • ∙ Netherlands Non-life (Non-life insurance in the Netherlands including disability and accident, fire, motor and transport insurance)
  • ∙ Insurance Europe (Life insurance, pension products and to a small extent non-life insurance and retirement services in Central and Rest of Europe)
  • ∙ Japan Life (Life insurance, primarily Corporate Owned Life Insurance (COLI) business)
  • ∙ Asset Management (Asset management activities)
  • ∙ Other (operating segments that have been aggregated due to their respective size; including banking activities in the Netherlands, reinsurance and items related to capital management and the head office)
  • ∙ Japan Closed Block VA (Closed block single premium variable annuity individual life insurance portfolio in Japan, including the internally reinsured minimum guarantee risk, which has been closed to new business and which is being managed in run-off)

The Executive Board and the Management Board set the performance targets and approve and monitor the budgets prepared by the reporting segments. The segments formulate strategic, commercial and financial policies in conformity with the strategy and performance targets set by the Executive Board and the Management Board.

The accounting policies of the segments are the same as those described in Note 2 'Accounting policies'. Transfer prices for inter-segment transactions are set at arm's length. Corporate expenses are allocated to segments based on time spent by head office personnel, the relative number of staff, or on the basis of income and/or assets of the segment. Intercompany loans that qualify as equity instruments under IFRS-EU are presented in the segment reporting as debt; related coupon payments are presented as income and expenses in the respective segments.

Operating result (before tax) is used by NN Group to evaluate the financial performance of its segments. Each segment's operating result is calculated by adjusting the reported result before tax for the following items:

  • ∙ Non-operating items: related to (general account) investments that are held for own risk (net of policyholder profit sharing):
  • Capital gains/losses and impairments: realised gains and losses as well as impairments on financial assets that are classified as Available-for-sale and debt securities that are classified as loans. These investments include debt and equity securities (including fixed income and equity funds), private equity (< 20% ownership), real estate funds and loans quoted in active markets.
  • Revaluations: revaluations on assets marked-to-market through the Consolidated profit and loss account. These investments include private equity (associates), real estate (property and associates), derivatives unrelated to product hedging programmes (i.e. interest rate swaps, foreign exchange hedges) and direct equity hedges.
  • Market & other impacts: these impacts mainly comprise the change in the liability for guarantees on unit-linked and separate account pension contracts (both net of hedging) in the Netherlands, the equity related and other deferred acquisition costs unlocking for Japan Closed Block VA as well as the accounting volatility related to the reinsurance of minimum guaranteed benefits of Japan Closed Block VA.
  • ∙ Result on divestments: result before tax related to divested operations.
  • ∙ Special items before tax: items of income or expenses that are significant and arise from events or transactions that are clearly distinct from the ordinary business activities and therefore are not expected to recur frequently or regularly. This includes restructuring expenses, rebranding costs, goodwill impairments, results related to early redemption of debt and gains/losses from employee pension plan amendments or curtailments.

The operating result for the life insurance business is analysed through a margin analysis, which includes the investment margin, fees and premium-based revenues and the technical margin. Disclosures on comparative years also reflect the impact of current year's divestments. Operating result as presented below is an Alternative Performance Measure (non-GAAP financial measure) and is not a measure of financial performance under IFRS-EU. Because it is not determined in accordance with IFRS-EU, operating result as presented by NN Group may not be comparable to other similarly titled measures of performance of other companies.

Following the acquisition of Delta Lloyd the segments remain unchanged. Delta Lloyd entities/businesses have been allocated to the relevant existing segment. The main Delta Lloyd entities have been allocated as follows:

  • ∙ Delta Lloyd Levensverzekering N.V. is allocated to Netherlands Life
  • ∙ Delta Lloyd Schadeverzekering N.V. is allocated to Netherlands Non-life
  • ∙ Delta Lloyd Life N.V. (Belgium) is allocated to Insurance Europe
  • ∙ Delta Lloyd Bank N.V. is allocated to Other

Acquisition related intangibles and related amortisation are recognised in the head office, which is presented in 'Other'.

Financial developments Conformity statement Interim accounts Other information statement accounts

Notes to the condensed consolidated interim accounts Continued

Segments (2017)

Asset Japan
1 April to 30 June 2017 Netherlands
Life
Netherlands
Non-life
Insurance
Europe
Japan Life manage
ment
Other Closed Block
VA
Total
Investment margin 254 24 -2 -1 275
Fees and premium-based revenues 127 179 135 135 11 587
Technical margin 55 47 1 103
Operating income non-modelled life
business 1 1
Operating income 436 0 251 134 135 0 11 966
Administrative expenses 134 99 36 97 3 370
DAC amortisation and trail commissions 11 78 61 1 152
Expenses 146 0 178 97 97 0 4 522
Non-life operating result -27 -27
Operating result other -7 -7
Operating result 290 -27 73 37 37 -7 6 410
Non-operating items:
– gains/losses and impairments 76 2 22 32 132
– revaluations 19 10 8 -4 34
– market & other impacts 46 5 51
Special items before tax -12 -2 -8 -5 -41 -68
Amortisation of acquisition intangibles -33 -33
Result on divestments -188 -188
Result before tax 419 -17 95 34 32 -237 12 338
Taxation 70 -5 15 10 10 -11 3 92
Minority interests 3 2 6
Net result 346 -14 80 24 23 -226 9 240

Segments (2016)

Netherlands Netherlands Insurance Asset
manage
Japan
Closed Block
1 April to 30 June 2016 Life Non-life Europe Japan Life ment Other VA Total
Investment margin 209 19 -7 -1 221
Fees and premium-based revenues 79 137 130 113 15 474
Technical margin 21 51 -9 63
Operating income non-modelled life
business 1 1
Operating income 309 0 208 115 113 0 14 759
Administrative expenses 107 79 31 80 4 302
DAC amortisation and trail commissions 9 78 60 2 148
Expenses 116 0 156 92 80 0 6 450
Non-life operating result 19 19
Operating result other 2 2
Operating result 193 19 52 23 33 2 8 330
Non-operating items:
– gains/losses and impairments 91 -5 1 1 88
– revaluations 39 5 1 -3 -2 40
– market & other impacts 26 -2 -36 -12
Special items before tax -1 -6 -6 -1 -1 -5 -20
Result before tax 347 19 40 20 32 -3 -28 426
Taxation 69 3 11 10 7 -2 -7 91
Net result 278 15 29 10 24 -1 -21 335

Segments (2017)

Asset Japan
1 January to 30 June 2017 Netherlands
Life
Netherlands
Non-life
Insurance
Europe
Japan Life manage
ment
Other Closed Block
VA
Total
Investment margin 452 38 -4 -1 485
Fees and premium-based revenues 216 322 328 253 23 1,142
Technical margin 98 93 14 205
Operating income non-modelled life
business 2 2
Operating income 766 0 456 339 252 0 22 1,834
Administrative expenses 233 181 68 182 6 670
DAC amortisation and trail commissions 22 159 148 3 332
Expenses 255 0 340 216 182 0 9 1,002
Non-life operating result 4 4
Operating result other -12 -12
Operating result 511 4 115 123 70 -12 13 824
Non-operating items:
– gains/losses and impairments 191 4 41 8 33 276
– revaluations 76 11 10 -12 86
– market & other impacts 17 -22 -5
Special items before tax -22 -2 -8 -5 -49 -87
Amortisation of acquisition intangibles -33 -33
Result on divestments -179 -179
Result before tax 772 18 158 118 65 -240 -8 882
Taxation 139 2 25 33 17 -16 -2 200
Minority interests 4 2 6
Net result 629 13 133 85 48 -225 -7 676

Special items in 2017 reflect the acquisition and integration of Delta Lloyd, as well as restructuring expenses.

Segments (2016)

Netherlands Netherlands Insurance Asset
manage
Japan
Closed Block
1 January to 30 June 2016 Life Non-life Europe Japan Life ment Other VA Total
Investment margin 400 34 -12 -1 420
Fees and premium-based revenues 176 271 306 224 29 1,006
Technical margin 30 93 -10 113
Operating income non-modelled life
business 2 2
Operating income 606 0 399 284 224 0 28 1,541
Administrative expenses 216 157 55 162 8 598
DAC amortisation and trail commissions 21 157 139 4 321
Expenses 237 0 314 194 162 0 12 919
Non-life operating result 28 1 29
Operating result other -9 -9
Operating result 369 28 86 90 62 -9 16 642
Non-operating items:
– gains/losses and impairments 96 23 -6 1 2 117
– revaluations 103 8 2 -4 -6 103
– market & other impacts 58 -3 -113 -59
Special items before tax -2 -12 -22 -2 -3 -5 -46
Result before tax 624 47 57 85 59 -17 -97 758
Taxation 120 10 14 18 15 -1 -23 153
Net result 504 38 43 67 44 -16 -74 605

Special items in 2016 reflect disentanglement-related IT expenses in Belgium, expenses related to the rebranding of NN Group's subsidiaries and restructuring expenses related to the target to reduce the administrative expense base of Netherlands.

24 Taxation

Taxation on components of other comprehensive income

1 April to 30
June 2017
1 April to 30
June 2016
1 January to 30
June 2017
1 January to 30
June 2016
Unrealised revaluations property in own use 1
Unrealised revaluations available-for-sale investments and other -772 518 -1,814
Realised gains/losses transferred to the profit and loss account 8 21 43 26
Changes in cash flow hedge reserve 204 -154 315 -475
Deferred interest credited to policyholders -61 248 -243 673
Remeasurement of the net defined benefit asset/liability -5 7 -4 14
Income tax 229 -650 629 -1,575

Financial developments Conformity statement Interim accounts Other information statement accounts

Notes to the condensed consolidated interim accounts

Continued

25 Fair value of financial assets and liabilities

The following table presents the estimated fair value of NN Group's financial assets and liabilities. Certain balance sheet items are not included in the table, as they do not meet the definition of a financial asset or liability. The aggregation of the fair value presented below does not represent and should not be construed as representing, the underlying value of NN Group.

Fair value of financial assets and liabilities

Estimated fair value Balance sheet value
31 December 31 December
30 June 2017 2016 30 June 2017 2016
Financial assets
Cash and cash equivalents 10,022 8,634 10,022 8,634
Financial assets at fair value through profit or loss:
– investments for risk of policyholders 34,506 30,711 34,506 30,711
– non-trading derivatives 5,297 4,421 5,297 4,421
– designated as at fair value through profit or loss 815 873 815 873
Available-for-sale investments 107,861 79,767 107,861 79,767
Loans 57,255 36,470 54,627 33,920
Financial assets 215,756 160,876 213,128 158,326
Financial liabilities
Subordinated debt 2,691 2,366 2,478 2,288
Debt securities issued 2,590 614 2,577 598
Other borrowed funds 7,470 7,757 7,371 7,646
Investment contracts for risk of company 5,100 741 5,053 696
Investment contracts for risk of policyholders 952 1,615 952 1,615
Customer deposits and other funds on deposit 15,010 10,671 14,572 10,224
Financial liabilities at fair value through profit or loss:
– non-trading derivatives 2,764 2,008 2,764 2,008
Financial liabilities 36,577 25,772 35,767 25,075

For other financial assets and financial liabilities not included in the table above, including short-term receivables and payables, the carrying amount is a reasonable approximation of fair value.

The estimated fair value represents the price at which an orderly transaction to sell the financial asset or to transfer the financial liability would take place between market participants at the balance sheet date (exit price). The fair value of financial assets and liabilities is based on unadjusted quoted market prices, where available. Such quoted market prices are primarily obtained from exchange prices for listed instruments. Where an exchange price is not available market prices are obtained from independent market vendors, brokers or market makers. Because substantial trading markets do not exist for all financial instruments, various techniques have been developed to estimate the approximate fair value of financial assets and liabilities that are not actively traded. The fair value presented may not be indicative of the net realisable value. In addition, the calculation of the estimated fair value is based on market conditions at a specific point in time and may not be indicative of the future fair value.

Further information on the methods and assumptions that were used by NN Group to estimate the fair value of the financial instruments and the sensitivities for changes in these assumptions is disclosed in Note 36 'Fair value of financial assets and liabilities' of the 2016 NN Group Consolidated annual accounts.

Financial assets and liabilities at fair value

The fair value of the financial instruments carried at fair value was determined as follows:

Methods applied in determining the fair value of financial assets and liabilities (2017)

30 June 2017 Level 1 Level 2 Level 3 Total
Financial assets
Investments for risk of policyholders 27,565 6,134 807 34,506
Non-trading derivatives 47 5,062 188 5,297
Financial assets designated as at fair value through profit or loss 641 174 815
Available-for-sale investments 77,290 29,004 1,567 107,861
Financial assets 105,543 40,374 2,562 148,479
Financial liabilities
Investment contracts (for contracts at fair value) 715 237 952
Non-trading derivatives 41 2,541 182 2,764
Financial liabilities 756 2,778 182 3,716

Methods applied in determining the fair value of financial assets and liabilities (2016)

Level 1 Level 2 Level 3 Total
28,947 941 823 30,711
17 4,185 219 4,421
619 254 873
59,128 19,432 1,207 79,767
88,711 24,812 2,249 115,772
1,599 16 1,615
64 1,726 218 2,008
1,663 1,742 218 3,623

Level 1 – (Unadjusted) Quoted prices in active markets

This category includes financial instruments whose fair value is determined directly by reference to published quotes in an active market that NN Group can access. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions with sufficient frequency and volume to provide reliable pricing information on an ongoing basis.

Level 2 – Valuation technique supported by observable inputs

This category includes financial instruments whose fair value is determined using a valuation technique (e.g. a model), where inputs in the model are taken from an active market or are observable. If certain inputs in the model are unobservable the instrument is still classified in this category, provided that the impact of those unobservable inputs elements on the overall valuation is insignificant. Included in this category are items whose value is derived from quoted prices of similar instruments, but for which the prices are modified based on other market observable external data and items whose value is derived from quoted prices but for which there was insufficient evidence of an active market.

Level 3 – Valuation technique supported by unobservable inputs

This category includes financial instruments whose fair value is determined using a valuation technique (e.g. a model) for which more than an insignificant part of the inputs in terms of the overall valuation are not market observable. This category also includes financial assets and liabilities whose fair value is determined by reference to price quotes but for which the market is considered inactive. An instrument is classified in its entirety as Level 3 if a significant portion of the instrument's fair value is driven by unobservable inputs. Unobservable in this context means that there is little or no current market data available from which the price at which an orderly transaction would likely occur can be derived.

Changes in Level 3 Financial assets (2017)

30 June 2017 Investments
for risk of
policyholders
Non-trading
derivatives
Financial
assets
designated as
at fair value
through profit
or loss
Available-for
sale
investments
Total
Level 3 Financial assets – opening balance 823 219 1,207 2,249
Amounts recognised in the profit and loss account -20 -1 86 65
Revaluations recognised in other comprehensive income (equity) 1 -12 -11
Purchase 4 1 127 132
Sale -2 -5 -7
Other transfers and reclassifications -19 -164 -183
Transfers out of Level 3 -18 -18
Changes in the composition of the group 7 339 346
Exchange rate differences -11 -11
Level 3 Financial assets – closing balance 807 188 0 1,567 2,562

Transfers out of Level 3 and reclassification

Reclassification in 2017 mainly relate to the transfer of certain investments in real estate funds to associates and joint ventures due to an increase in level of influence.

Changes in Level 3 Financial assets (2016)

31 December 2016 Investments
for risk of
policyholders
Non-trading
derivatives
Financial
assets
designated as
at fair value
through profit
or loss
Available-for
sale
investments
Total
Level 3 Financial assets – opening balance 813 208 2 1,587 2,610
Amounts recognised in the profit and loss account -1 -6 -7
Revaluations recognised in other comprehensive income (equity) 15 15
Purchase 26 11 400 437
Sale -15 -2 -10 -27
Maturity/settlement -149 -149
Other transfers and reclassifications -312 -312
Transfers out of Level 3 -286 -286
Exchange rate differences -32 -32
Level 3 Financial assets – closing balance 823 219 0 1,207 2,249

Transfers out of Level 3 and reclassification

Reclassification in 2016 mainly relate to the transfer of certain investments in real estate funds to associates and joint ventures due to an increase in level of influence.

Transfers out of Level 3 reflect certain asset backed securities for which market liquidity has improved and as a result are classified as Level 2 in 2016.

Changes in Level 3 Financial liabilities (2017)

Non-trading
30 June 2017 derivatives
Level 3 Financial liabilities – opening balance 218
Other transfers and reclassifications -19
Transfers out of Level 3 -17
Level 3 Financial liabilities – closing balance 182

Changes in Level 3 Financial liabilities (2016)

Non-trading
31 December 2016 derivatives
Level 3 Financial liabilities – opening balance 207
Amounts recognised in the profit and loss account 1
Purchase 16
Sale -6
Level 3 Financial liabilities – closing balance 218

Level 3 – Amounts recognised in the profit and loss account (2017)

30 June 2017 Held at balance
sheet date
Derecognised
during the
period
Total
Financial assets
Investments for risk of policyholders -20 -20
Non-trading derivatives -1 -1
Available-for-sale investments -3 89 86
Financial assets -24 89 65
Financial liabilities
Financial liabilities 0 0 0

Level 3 – Amounts recognised in the profit and loss account (2016)

31 December 2016 Held at balance
sheet date
Derecognised
during the
period
Total
Financial assets
Investments for risk of policyholders -1 -1
Available-for-sale investments -6 -6
Financial assets -7 0 -7
Financial liabilities
Non-trading derivatives 1 1
Financial liabilities 1 0 1

26 Companies and businesses acquired and divested

Acquisitions (2017)

Delta Lloyd

In the second quarter of 2017, NN Group acquired all issued and outstanding ordinary shares in the capital of Delta Lloyd N.V. (Delta Lloyd) for a total consideration of EUR 2,463 million. Included below is an overview of the transaction, a description of Delta Lloyd, the rationale for the transaction, the accounting at the acquisition date and certain additional disclosures on the acquisition.

Overview of transaction

In February 2017, NN Group announced a recommended public cash offer for all issued and outstanding ordinary shares in the capital of Delta Lloyd at a price of EUR 5.40 in cash for each share, representing a total consideration of EUR 2,463 million.

Financial developments Conformity statement Interim accounts Other information statement accounts

Notes to the condensed consolidated interim accounts

Continued

On 7 April 2017, NN Group announced that following the expiry of the offer period, 79.9% of all issued and outstanding ordinary shares in the capital of Delta Lloyd had been acquired. NN Group also announced an extension to the offer period which granted the holders of shares who had not yet tendered their shares the opportunity to tender their shares, under the same terms and conditions applicable to the offer, in the post closing acceptance period expiring on 21 April 2017. Furthermore, NN Group announced that all offer conditions as described in the offer memorandum had been satisfied, including obtaining the declarations of no objection from the Dutch Central Bank (DNB), the National Bank of Belgium (NBB) and the European Central Bank (ECB), and competition clearance from the European Commission. In addition, NN Group announced that if, following the settlement date and the post closing acceptance period, NN Group had acquired less than 95% of the Delta Lloyd shares, NN Group would be entitled to pursue a legal merger of Delta Lloyd into NN Group whereby remaining holders of Delta Lloyd shares would receive listed ordinary shares in NN Group. In exchange for each Delta Lloyd share, the owner would receive a fraction of one NN Group share equal to the EUR 5.40 offer price per share divided by the NN Group stock price on the last day prior to the date on which the notarial deed to establish the legal merger was executed.

On 21 April 2017 NN Group announced that following the post closing acceptance period it had acquired approximately 93.3% of the issued and outstanding ordinary shares in the capital of Delta Lloyd.

On 8 May 2017, NN Group announced that it would continue the preparations for the Legal Merger. The Delta Lloyd Executive Board and Delta Lloyd Supervisory Board had approved and consented to the legal merger and the Delta Lloyd General Meeting had resolved to the legal merger on 29 March 2017.

On 31 May 2017, NN Group announced that the legal merger had been executed, whereby remaining holders of issued and outstanding ordinary shares in the capital of Delta Lloyd (other than NN Group) received NN Group shares. In accordance with the legal merger proposal, in exchange for each Delta Lloyd share, the owner received 0.1662 NN Group share, being equal to the offer price of EUR 5.40 per ordinary share in Delta Lloyd, divided by the NN Group volume-weighted average stock price on 30 May 2017 of EUR 32.4946.

Following the settlement of the shares issued under the legal merger, NN Group has full ownership of Delta Lloyd.

Description of Delta Lloyd

Delta Lloyd is a financial services provider offering life insurance, pensions, general insurance, asset management and banking products and services to customers in the Netherlands and Belgium. In order to do so, Delta Lloyd uses multiple channels to distribute its products and services under the following brands: Delta Lloyd, BeFrank, OHRA and ABN AMRO Verzekeringen.

The Delta Lloyd Group offers a range of products from simple insurance products to bespoke and more sophisticated individual and group life insurance products, as well as basic savings and financial planning services through its multiple brands. The broad range of general insurance coverage includes motor vehicles, fire, liability, income protection, and specialist areas such as offshore wind parks. Delta Lloyd and OHRA also distribute health insurance products underwritten by CZ.

Delta Lloyd's Dutch banking activities mainly centre around mortgage loans, bank annuities, savings products and fund investments.

Delta Lloyd Asset Management manages and invests Delta Lloyd's assets and those of its policyholders. It also manages the investments of institutional and retail customers.

Rationale for the transaction

The acquisition of Delta Lloyd by NN Group is backed by a strategic rationale and long-term value creation opportunities.

NN Group and Delta Lloyd believe that a combination of Delta Lloyd and the Dutch and Belgian activities of NN Group is compelling. The transaction will result in an overall stronger platform within the Benelux from which to provide enhanced customer propositions and generate shareholder return:

  • ∙ Additional scale and capabilities will result in an improved customer proposition within the Dutch pension market;
  • ∙ Doubling the size of the non-life insurance business will drive underwriting results and customer experience;
  • ∙ The integration of two leading asset management businesses creates additional scale and expertise;
  • ∙ Increased size and scale of the banking business, thereby improving the competitive offering to existing and new customers;
  • ∙ Doubling the presence in Belgium, leading to a strong life insurance market share with a more diversified offering through additional channels.

NN Group believes that significant cost synergies will result from the combination. These synergies are anticipated in a range of areas including the integration of operational and supporting activities in Life and Non-life, full integration of Bank & Asset Management, removal of overlap in centralised functions and reduction in project spend.

The combined Group will be better placed to capture opportunities that technological innovation brings and will provide increased possibilities for knowledge sharing, strengthening capabilities and talent development. It will bring a perspective of growth and lead to opportunities for employees of both companies and will facilitate continuous improvement in customer service and experience.

Financial developments Conformity statement Interim accounts Other information statement accounts

Notes to the condensed consolidated interim accounts

Continued

Accounting at the acquisition date

The acquisition date of Delta Lloyd by NN Group for acquisition accounting under IFRS is 7 April 2017. On this date, NN Group acquired 79.9% of the ordinary shares in Delta Lloyd and thus obtained control. Furthermore, the announced legal merger as approved by Delta Lloyd at its Extraordinary General Meeting on 29 March 2017 provided certainty that NN Group would acquire full ownership of Delta Lloyd under the same conditions. Therefore, for acquisition accounting under IFRS, NN Group acquired full ownership of Delta Lloyd on 7 April 2017. NN Group used 1 April 2017 as a proxy for the acquisition date for practical reasons as the developments between 1 April 2017 and 7 April 2017 had no material impact. As a result, Delta Lloyd is included in the NN Group consolidation for the full second quarter of 2017.

The initial accounting for Delta Lloyd as at 1 April 2017 is ongoing and as such all values are provisional. NN Group has accounted for the acquisition using the provisional values disclosed below and will recognise any adjustments to these provisional values within a twelve month period from the acquisition date as amendments to the initial accounting.

The provisional values of certain assets and liabilities acquired as at 1 April 2017 as disclosed below differ significantly from the values of the assets and liabilities in the balance sheet of Delta Lloyd immediately before the acquisition by NN Group. This difference is mainly a result from the following amendments as a result of the purchase price allocation as required under IFRS:

  • ∙ Insurance liabilities were remeasured to fair value as defined in IFRS; this resulted in a significant increase in the amount of insurance liabilities, mainly resulting from applying a different, market consistent, discount rate. The fair value of the insurance liabilities was determined based on the price that a market participant would charge to assume the insurance liabilities of Delta Lloyd in an orderly transaction at the measurement date. In arriving at the fair value of the insurance liabilities of Delta Lloyd, future cash flows were estimated using current best estimate actuarial assumptions. Relevant observable input data was used as far as possible. These future cash flows were then adjusted for the compensation a market participant would require for assuming the risks and uncertainties relating to these insurance liabilities. This compensation was calculated using the cost of capital approach. Lastly, these adjusted future cash flows were discounted using a current market rate to reflect the time value of money.
  • ∙ All financial assets and liabilities (including investments, loans and funding liabilities) were remeasured to fair value. The valuation technique applied are consistent with those disclosed in the 2016 annual accounts.
  • ∙ Acquisition related intangible assets were recognised. These include brand names, client relationships, distribution channels/agreements and software. The valuation techniques used to measure the fair value of the intangible assets acquired were as follows:
  • Brands were valued using a relief from royalty method. Under this method a royalty rate is applied to the forecasted gross written premium for the remaining useful life, discounted using an adjusted cost of equity.
  • Client relationships and distribution channels were valued using the excess earnings method. Under this method the fair value is calculated by adjusting the forecasted income for the remaining useful life for contributory assets charges. This amount is then discounted using an adjusted cost of equity.
  • Software was valued using a replacement cost method. Under this method the fair value is calculated by identifying the cost of developing the software (mainly staff expenses) and adjusting the cost for any technical and functional obsolescence, efficiencies and overheads.

The difference between the net assets acquired of EUR 1,317 million and the purchase consideration of EUR 2,463 million represents goodwill and is capitalised in the NN Group balance sheet. This resulting goodwill of EUR 1,146 million is not amortised, but will be tested for impairment at least annually going forward. The amount of goodwill recognised on the acquisition of Delta Lloyd represents mainly the value of synergies to the extent that these are not reflected in the acquisition balance sheet. The goodwill is not tax deductible.

Total fair value of the purchase consideration

Acquisition
date
Fair value of Delta Lloyd shares held previous to transaction 244
Cash paid to acquire Delta Lloyd shares 2,054
Fair value of NN Group shares issued to acquire Delta Lloyd shares 165
Total fair value of the purchase consideration 2,463

Cash flow on acquisition

Acquisition
date
Cash paid to acquire Delta Lloyd shares -2,054
Cash in company acquired 2,961
Cash flow on acquisition 907

Acquisition

Notes to the condensed consolidated interim accounts Continued

Provisional acquisition date fair values of the assets and liabilities acquired:
-- -- -- ---------------------------------------------------------------------------------- --
date
ASSETS
Cash and cash equivalents 2,961
Financial assets at fair value through profit or loss 12,031
Available-for-sale investments 30,434
Loans 19,924
Reinsurance contracts 794
Associates and joint ventures 10
Real estate investments 1,138
Property and equipment 69
Intangible assets 447
Other assets 4,389
Total assets 72,197
LIABILITIES
Subordinated debt 1,651
Debt securities issued 591
Other borrowed funds 1,706
Insurance and investment contracts 56,665
Customer deposits and other funds on deposit 3,802
Financial liabilities at fair value through profit or loss 694
Other liabilities 5,440
Total liabilities 70,549
Fair value of minority interest acquired 331
Net assets acquired 1,317
Fair value of purchase consideration 2,463
Fair value of net assets acquired 1,317
Goodwill 1,146

Immediately before the acquisition, NN Group already held 45,273,626 ordinary shares in Delta Lloyd. These shares were classified as Available-for-sale investments and at the acquisition date had a fair value of EUR 244 million. A related revaluation reserve of EUR 20 million was recognised in shareholders' equity. As part of the acquisition of Delta Lloyd in the second quarter of 2017, the revaluation reserve on the shares already held was recognised in the profit and loss account, resulting in a gain of EUR 20 million (before tax) in 'Investment income – Realised gains on disposal of Available-for-sale equity securities.

Other information

Acquisition
date
Acquisition-related costs recognised as expense 25
Total income recognised in profit and loss since date of acquisition 1,025
Net profit recognised in profit and loss since date of acquisition 21
Total income that would have been recognised in profit and loss if Delta Lloyd was acquired from the start of the year 1 2,095
Net profit that would have been recognised in profit and loss if Delta Lloyd was acquired from the start of the year 2 -130

1 The sum of Total income since the date of acquisition plus the first quarter 2017 Total income for Delta Lloyd stand-alone.

2 The sum of Net profit since the date of acquisition plus the first quarter 2017 Net profit for Delta Lloyd stand-alone.

The financial assets acquired do not include any significant receivables, other than investments in debt securities, mortgage loans and other loans.

There were no significant contingent liabilities related to Delta Lloyd that were recognised at the date of acquisition. Reference is made to Note 27 'Other events' for disclosures on Unit-linked products in the Netherlands.

NN Group N.V.

Financial developments Conformity statement Interim accounts Other information statement accounts

Notes to the condensed consolidated interim accounts Continued

Divestments (2017)

NN Life Luxembourg

In April 2017, NN Group announced that it had reached agreement with the Global Bankers Insurance Group on the sale of NN Life Luxembourg to an affiliate of Global Bankers Insurance Group. The sale will not impact NN Group's asset management business in Luxembourg. The transaction is subject to regulatory approval, and is expected to close in the second half of 2017. The transaction is not expected to have a material impact on the capital position and result of NN Group.

Acquisitions (2016)

Notus Financial Advisors, Poland

In May 2016 NN Group announced that it had reached an agreement to acquire 100% of the shares of Dom Kredytowy Notus S.A. (Notus). Notus is a leading financial broker in Poland, offering mortgage loans, insurance, investment and savings products. The transaction was closed in the third quarter of 2016 and did not have a material impact on the capital position and operating result of NN Group.

Divestments (2016)

Mandema & Partners

In July 2016, NN Group announced the sale of its 100% subsidiary Mandema & Partners to Van Lanschot Chabot. The transaction, which was completed in January 2017, did not have a material impact on the capital position and result of NN Group.

NN Re (Ireland)

In October 2016, NN Group announced that its wholly-owned reinsurance entity in Ireland, NN Re (Ireland) Limited, had signed a portfolio transfer agreement with Canada Life International Re Limited. The agreement is a result of the continuous strategic assessment of NN Group's portfolio. As a result of this portfolio transfer, NN Re (Ireland) Limited handed back its reinsurance license and repatriated almost all its capital to NN Group in the fourth quarter of 2016. These transactions have not impacted NN Group's reinsurance business in the Netherlands.

27 Other events

Australia

As previously disclosed, in April 2015 the Australian Taxation Office (ATO) commenced a Tax Audit on ING Australia Holdings Ltd. The Tax Audit concerns the years 2007-2013 and focused on the currency denomination of and interest on intercompany loans which resulted from the disposal of the insurance and asset management businesses in Australia. ING Australia Holdings was transferred by NN Group to ING Group in 2013 as part of which it was agreed that NN Group remains liable for any damages resulting from tax claims. An Independent Review of the Tax Audit was completed by the ATO in July 2017. In the second quarter, NN Group recognised a provision on the IFRS and Solvency II balance sheets for the amount of the expected claim of AUD 279 million (EUR 188 million at current exchange rates). This does not reflect that the final assessment will be subject to appeal by ING Australia Holdings which may be successful, and also that NN Group may be able to recover part of the amount in its Dutch tax return. The Tax Audit concerns a former subsidiary of NN Group and, therefore, does not impact NN Group's business or strategy going forward.

Unit-linked products in the Netherlands

Nationale-Nederlanden (NN) continues to reach out to customers to encourage them to carefully assess their unit-linked products in order to find an appropriate solution on an individual basis, where needed.

In March 2017 'Consumentenbond' and 'Wakkerpolis', both associations representing the interests of NN policyholders, separately initiated so-called 'collective actions' against NN. These claims are based on similar grounds as used in the collective action initiated by 'Vereniging Woekerpolis.nl' in November 2013.

On 22 June 2017, the Appeals Committee of the KiFiD ruled in an individual case that was initiated by one of NN's customers, that NN, at the time of selling the unit-linked product, should have provided more information to this customer than was prescribed by the laws and regulations applicable at that time.

On 19 July 2017, the District Court in Rotterdam rendered a judgment in a collective action against NN in respect of unit-linked products. The Court rejected all claims of 'Vereniging Woekerpolis.nl' and ruled that NN has generally provided sufficient information on costs and premiums. The Court's judgment is in line with NN's view that the provision of information needs to be assessed against the laws and regulations and norms applicable at the time of concluding the unit-linked insurance policy. The Court did not follow the line of reasoning of the Appeals Committee of the KiFid in the individual claim proceedings leading to the ruling of 22 June 2017. The ruling of the District Court in Rotterdam is subject to appeal and does not change earlier statements and conclusions disclosed by NN Group in relation to unit-linked products. Dutch Courts and KiFiD will continue to provide rulings with respect to unit-linked products in proceedings against NN and other Dutch insurance companies.

The claims of 'Consumentenbond' and 'Wakkerpolis' are rejected by NN and NN defends itself in these legal proceedings. These collective actions do not change earlier statements and conclusions disclosed by NN Group in relation to unit-linked products.

28 Capital management

Solvency II

31 December
30 June 2017 2016
Basic Own Funds 17,089 14,660
Non-available Own Funds 1,422 1,427
Non-eligible Own Funds 376 84
Eligible Own Funds (a) 15,291 13,149
of which Tier 1 Unrestricted 8,807 8,414
of which Tier 1 Restricted 1,891 1,919
of which Tier 2 2,399 1,043
of which Tier 3 1,097 750
of which non-solvency II regulated entities 1,098 1,022
Solvency Capital Requirements (b) 7,818 5,459
of which non-solvency II regulated entities 508 460
NN Group Solvency II ratio (a/b) 1 196% 241%
  1. The solvency ratios are not final until filed with the regulators. The Solvency II ratio is based on the partial internal model.

The NN Group Solvency II ratio decreased to 196% at the end of the second quarter of 2017 from 241% at the end of 2016. This decrease was mainly due to the acquisition of Delta Lloyd. The decrease was partly offset by tightening of credit spreads on French government bonds, a positive contribution of equity and real estate investments, as well as operating return. The Solvency II ratio also reflects the net negative impact from model and assumption changes as well as the deduction of the 2017 interim dividend.

Financial developments
Conformity statement
Interim accounts
Other information

Authorisation of the condensed consolidated interim accounts

The Hague, 16 August 2017

The Supervisory Board

J.H. (Jan) Holsboer, chair D.H. (Dick) Harryvan, vice-chair H.J.G. (Heijo) Hauser R.W. (Robert) Jenkins Y.C.M.T. (Yvonne) van Rooij R.A. (Robert) Ruijter J.W. (Hans) Schoen C.C.F.T. (Clara) Streit H.M. (Hélène) Vletter-van Dort

The Executive Board

E. (Lard) Friese, CEO, chair D. (Delfin) Rueda, CFO, vice-chair

Review report

Other information
Interim accounts
Conformity statement
Financial developments

To: the Shareholders and Supervisory Board of NN Group N.V.

Introduction

We have reviewed the accompanying condensed consolidated interim accounts for the six-month period ended 30 June 2017 of NN Group N.V. (the Company), The Hague, as included on page 16 to 52 of this report. These condensed consolidated interim accounts comprise the condensed consolidated balance sheet as at 30 June 2017, the condensed consolidated profit and loss account, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of cash flows, the condensed consolidated statement of changes in equity and the notes for the six-month period then ended. Management of the Company is responsible for the preparation and presentation of the condensed consolidated interim accounts in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union. Our responsibility is to express a conclusion on these condensed consolidated interim accounts based on our review.

Scope

We conducted our review in accordance with Dutch law including standard 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim accounts as at and for the six-month period ended 30 June 2017 are not prepared, in all material respects, in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union.

Amstelveen, 16 August 2017

KPMG Accountants N.V.

P.A.M. de Wit RA

This report is available as a pdf file on www.nn-group.com

Contact us

NN Group N.V. Schenkkade 65 2595 AS Den Haag The Netherlands P.O. Box 90504, 2509 LM Den Haag The Netherlands www.nn-group.com

Commercial register of Amsterdam, no. 52387534

Important legal information

NN Group's Consolidated Annual Accounts are prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU) and with Part 9 of Book 2 of the Dutch Civil Code.

In preparing the financial information in this document, the same accounting principles are applied as in the 2016 NN Group Consolidated Annual Accounts, except as indicated in Note 2 of the 30 June 2017 Condensed consolidated interim financial information.

All figures in this document are unaudited. Small differences are possible in the tables due to rounding. Certain of the statements contained herein are not historical facts, including, without limitation, certain statements made of future expectations and other forwardlooking statements that are based on management's current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those in such statements due to, without limitation: (1) changes in general economic conditions, in particular economic conditions in NN Group's core markets, (2) changes in performance of financial markets, including developing markets, (3) consequences of a potential (partial) breakup of the euro or European Union countries leaving the European Union, (4) changes in the availability of, and costs associated with, sources of liquidity as well as conditions in the credit markets generally, (5) the frequency and severity of insured loss events, (6) changes affecting mortality and morbidity levels and trends, (7) changes affecting persistency levels, (8) changes affecting interest rate levels, (9) changes affecting currency exchange rates, (10) changes in investor, customer and policyholder behaviour, (11) changes in general competitive factors, (12) changes in laws and regulations and the interpretation and application thereof, (13) changes in the policies and actions of governments and/or regulatory authorities, (14) conclusions with regard to accounting assumptions and methodologies, (15) changes in ownership that could affect the future availability to NN Group of net operating loss, net capital and built-in loss carry forwards, (16) changes in credit and financial strength ratings, (17) NN Group's ability to achieve projected operational synergies (18) catastrophes and terrorist-related evens (19) adverse developments in legal and other proceedings and (20) the other risks and uncertainties contained in recent public disclosures made by NN Group.

Any forward-looking statements made by or on behalf of NN Group speak only as of the date they are made, and, NN Group assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or for any other reason. This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities.

© 2017 NN Group N.V.

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