Exhibit 99.1

Index to Condensed Consolidated Financial Statements

Genworth Financial Mortgage Insurance Pty Ltd

 

     Page

Financial Statements:

  

Condensed Consolidated Statements of Income for the three and six months ended June 30, 2008 and 2007 (Unaudited)

   2

Condensed Consolidated Balance Sheets as of June 30, 2008 (Unaudited) and December 31, 2007

   3

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and 2007 (Unaudited)

   4

Notes to Condensed Consolidated Financial Statements (Unaudited)

   5

 

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Genworth Financial Mortgage Insurance Pty Ltd

Condensed Consolidated Statements of Income

(U.S. dollar amounts in thousands)

(Unaudited)

The unaudited interim financial information has not been reviewed by an independent registered public accounting firm.

 

     Three months ended June 30,     Six months ended June 30,  
     2008    2007     2008     2007  

Revenues:

         

Net premiums earned

   $ 84,034    $ 72,607     $ 166,995     $ 140,238  

Net investment income

     38,221      30,578       73,347       52,791  

Net investment gains (losses)

     58      (1,533 )     (614 )     (1,455 )

Other income (loss)

     1,411      (546 )     2,599       606  
                               

Total revenues

     123,724      101,106       242,327       192,180  
                               

Losses and expenses:

         

Net losses and loss adjustment expenses

     35,345      34,550       70,159       65,418  

Acquisition and operating expenses, net of deferrals

     17,821      13,223       36,631       25,060  

Amortization of deferred acquisition costs and intangibles

     6,233      4,830       13,399       10,100  
                               

Total losses and expenses

     59,399      52,603       120,189       100,578  
                               

Income before income taxes

     64,325      48,503       122,138       91,602  

Provision for income taxes

     20,053      15,867       38,746       28,618  
                               

Net income

   $ 44,272    $ 32,636     $ 83,392     $ 62,984  
                               

See Notes to Condensed Consolidated Financial Statements

 

2


Genworth Financial Mortgage Insurance Pty Ltd

Condensed Consolidated Balance Sheets

(U.S. dollar amounts in thousands, except share amounts)

The unaudited interim financial information has not been reviewed by an independent registered public accounting firm.

 

     June 30,
2008
    December 31,
2007
 
     (unaudited)        

Assets

    

Fixed maturity securities available-for-sale, at fair value

   $ 2,091,658     $ 1,782,351  

Cash and cash equivalents

     266,008       311,720  

Accrued investment income

     36,185       30,254  

Prepaid reinsurance premium

     1,293       1,428  

Deferred acquisition costs

     73,354       62,606  

Goodwill

     7,188       6,577  

Deferred tax assets, net

     18,737       16,194  

Related party receivables

     44,190       42,275  

Other assets

     29,183       22,412  
                

Total assets

   $ 2,567,796     $ 2,275,817  
                

Liabilities and stockholder’s equity

    

Liabilities:

    

Reserve for losses and loss adjustment expenses

   $ 164,290     $ 155,190  

Unearned premiums

     1,002,305       905,766  

Related party payables

     94,131       70,004  

Other liabilities and accrued expenses

     38,822       59,391  
                

Total liabilities

     1,299,548       1,190,351  
                

Stockholder’s equity:

    

Ordinary shares – No par value; 1,356,558,500 shares authorized and issued as of June 30, 2008 and December 31, 2007

     —         —    

Additional paid-in capital

     553,698       548,953  
                

Accumulated other comprehensive income, net of tax:

    

Net unrealized investment losses

     (45,650 )     (37,464 )

Foreign currency translation adjustments

     292,467       189,636  
                

Total accumulated other comprehensive income

     246,817       152,172  

Retained earnings

     467,733       384,341  
                

Total stockholder’s equity

     1,268,248       1,085,466  
                

Total liabilities and stockholder’s equity

   $ 2,567,796     $ 2,275,817  
                

See Notes to Condensed Consolidated Financial Statements

 

3


Genworth Financial Mortgage Insurance Pty Ltd

Condensed Consolidated Statements of Cash Flows

(U.S. dollar amounts in thousands)

(Unaudited)

The unaudited interim financial information has not been reviewed by an independent registered public accounting firm.

 

     Six months ended June 30,  
     2008     2007  

Cash flows from operating activities:

    

Net income

   $ 83,392     $ 62,984  

Adjustments to reconcile net income to net cash from operating activities:

    

Amortization of investment discounts and premiums

     (1,089 )     1,386  

Net investment losses

     614       1,455  

Acquisition costs deferred

     (17,675 )     (15,740 )

Amortization of deferred acquisition costs and intangibles

     13,399       10,100  

Deferred income taxes

     —         (1,337 )

Corporate overhead allocation

     11,954       4,847  

Change in certain assets and liabilities:

    

Accrued investment income and other assets

     (5,493 )     (73 )

Reserve for losses and loss adjustment expenses

     (4,788 )     25,204  

Unearned premiums

     14,234       67,759  

Other liabilities

     (18,283 )     (16,937 )
                

Net cash from operating activities

     76,265       139,648  
                

Cash flows from investing activities:

    

Proceeds from maturities and repayments of fixed maturity securities

     163,732       45,395  

Purchases of fixed maturity securities

     (313,645 )     (321,929 )
                

Net cash from investing activities

     (149,913 )     (276,534 )
                

Cash flows from financing activities:

    

Capital contribution received

     —         236,696  
                

Net cash from financing activities

     —         236,696  
                

Effect of exchange rate changes on cash and cash equivalents

     27,936       24,492  
                

Net change in cash and cash equivalents

     (45,712 )     124,302  
                

Cash and cash equivalents at beginning of period

     311,720       254,414  
                

Cash and cash equivalents at end of period

   $ 266,008     $ 378,716  
                

See Notes to Condensed Consolidated Financial Statements

 

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Genworth Financial Mortgage Insurance Pty Ltd

Notes to Condensed Consolidated Financial Statements

Six Months Ended June 30, 2008 and 2007

(Unaudited)

 

(1) Nature of Business, Formation of Genworth Mortgage and Basis of Presentation

Genworth Financial Mortgage Insurance Pty Ltd (“Genworth Mortgage” or the “Company” as appropriate) offers mortgage insurance products in Australia and New Zealand and is headquartered in Sydney, Australia. In particular, the Company offers primary mortgage insurance, known as “lenders mortgage insurance,” or LMI, and portfolio credit enhancement policies. The principal product is LMI, which is generally single premium business and provides 100% coverage of the loan amount in the event of a mortgage default.

The Company’s condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and rules and regulations of the United States Securities and Exchange Commission (“SEC”) disclosure requirements for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. Preparing financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates. These condensed consolidated financial statements include all adjustments considered necessary by management to present a fair statement of the financial position, results of operations, and cash flow for the periods presented. The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. The condensed consolidated financial statements included herein should be read in conjunction with the audited financial statements and related notes contained in our 2007 year end financial statements on Form 8-K furnished on March 27, 2008.

The Company’s management has determined that the Company has one reportable operating segment, mortgage insurance.

Genworth Mortgage, formerly GE Mortgage Insurance Company Pty Ltd, is a wholly-owned subsidiary of Genworth Financial Mortgage Insurance Holdings Pty Ltd and was incorporated in Australia on November 10, 2003. The ultimate parent company of Genworth Mortgage is Genworth Financial, Inc. (“Genworth”). Genworth is a company incorporated in Delaware on October 23, 2003. GE Mortgage Insurance Company Pty Ltd changed its name to Genworth Financial Mortgage Insurance Pty Ltd on November 28, 2005.

The condensed consolidated financial statements are presented in U.S. dollars. The accompanying financial statements include Genworth Financial Mortgage Indemnity Limited and are prepared on a consolidated basis. All intercompany transactions have been eliminated in the consolidated financial statements.

 

(2) Accounting Pronouncements

Recently adopted

Fair Value Measurements

As of January 1, 2008, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The adoption of SFAS No. 157 did not have a material impact on our consolidated financial statements. Additionally, on January 1, 2008, we elected the partial adoption of SFAS No. 157 under the provisions of Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) FAS 157-2, which amends SFAS No. 157 to allow an entity to delay the application of this statement until January 1, 2009 for certain non-financial assets and liabilities. Under the provisions of the FSP, we will delay the application of SFAS No. 157 for fair value measurements used in the impairment testing of goodwill and indefinite-lived intangible assets and eligible non-financial assets and liabilities included within a business combination. In January 2008, FASB also issued proposed FSP FAS 157-c that would amend SFAS No. 157 to clarify the principles on fair value measurement of liabilities. Management is monitoring the status of this proposed FSP for any impact on our consolidated financial statements.

 

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Genworth Financial Mortgage Insurance Pty Ltd

Notes to Condensed Consolidated Financial Statements

Six Months Ended June 30, 2008 and 2007

(Unaudited)

As defined in SFAS No. 157, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We hold fixed maturity securities and certain other financial instruments, which are carried at fair value.

Fair value measurements are generally based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. SFAS No. 157 requires all assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories:

 

   

Level 1—Quoted prices for identical instruments in active markets.

 

   

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

 

   

Level 3—Instruments whose significant value drivers are unobservable.

Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as actively traded mutual fund investments.

Level 2 includes those financial instruments that are valued by using industry-standard pricing methodologies, models or other valuation methodologies. These models are primarily industry-standard models that consider various inputs, such as interest rate, credit spread and foreign exchange rates for the underlying financial instruments. All significant inputs are observable, or derived from observable, information in the marketplace or are supported by observable levels at which transactions are executed in the marketplace. Financial instruments in this category primarily include: certain public and private corporate fixed maturity securities; government or agency securities; and certain mortgage-backed and asset-backed securities.

Level 3 is comprised of financial instruments whose fair value is estimated based on industry-standard pricing methodologies and internally developed models utilizing significant inputs not based on, nor corroborated by, readily available market information. This category primarily consists of certain less liquid fixed maturity securities where we cannot corroborate the significant valuation inputs with market observable data.

As of each reporting period, all assets and liabilities recorded at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability, such as the relative impact on the fair value as a result of including a particular input.

Our fixed maturity securities use Level 2 inputs for the determination of fair value. These fair values are obtained primarily from industry-standard pricing methodologies based on market observable information.

Fair Value Option for Financial Assets and Financial Liabilities

As of January 1, 2008, we adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This statement provides an option, on specified election dates, to report selected financial assets and liabilities, including insurance contracts, at fair value. Subsequent changes in fair value for designated items are reported in income in the current period. The adoption of SFAS No. 159 did not impact our consolidated financial statements, as no items were elected for measurement at fair value upon initial adoption. We will continue to evaluate eligible financial assets and liabilities on their election dates. Any future elections will be disclosed in accordance with the provisions outlined in the statement.

 

6


Genworth Financial Mortgage Insurance Pty Ltd

Notes to Condensed Consolidated Financial Statements

Six Months Ended June 30, 2008 and 2007

(Unaudited)

Not yet adopted

In March 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This statement requires enhanced disclosures about an entity’s derivative and hedging activities. SFAS No. 161 will be effective for us on January 1, 2009. We do not expect SFAS No. 161 to have a material impact on our consolidated financial statements.

In December 2007, FASB issued SFAS No. 141R, Business Combinations. This statement establishes principles and requirements for how an acquirer recognizes and measures certain items in a business combination, as well as disclosures about the nature and financial effects of a business combination. SFAS No. 141R will be effective for us on January 1, 2009 and will be applied to business combinations for which the acquisition date is on or after the effective date. We do not expect SFAS No. 141R to have a material impact on our consolidated financial statements.

In December 2007, FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. This statement establishes accounting and reporting standards for non controlling interests in a subsidiary and for deconsolidation of a subsidiary. SFAS No. 160 will be effective for us on January 1, 2009 and will be applied prospectively as of the effective date. We do not expect SFAS No. 160 to have a material impact on our consolidated financial statements.

 

(3) Statutory Accounting

Genworth Mortgage prepares financial statements for its regulator, the Australian Prudential Regulation Authority (“APRA”), in accordance with the accounting practices prescribed by the regulator, which is a comprehensive basis of accounting other than U.S. GAAP. The main differences were as follows:

 

   

Premium is recognized on a cash receipts basis.

   

Deferred acquisition costs are not recognized.

   

A premium liability is recognized representing the unexpired risk portion of insurance policies written. The premium liability is valued as the present value of the expected future claim payments.

   

Loss and loss adjustment expense reserves include a risk margin and are discounted to present value.

The Company’s APRA net income after tax, capital base, minimum capital requirement and solvency ratio as of, and for the year ended were as follows:

 

(U.S. dollar amounts in thousands)

   2007

APRA net income after tax

   $ 149,527
      

APRA capital base

   $ 1,326,600

APRA minimum capital requirement

   $ 1,002,665

APRA solvency ratio

     1.32

The APRA solvency ratio is the combined amounts of Genworth Financial Mortgage Insurance Pty Ltd and its wholly-owned subsidiary, Genworth Financial Mortgage Indemnity Ltd.

Under the prudential regulation framework in Australia, mortgage insurers are required to establish a catastrophic risk charge defined as a 1 in 250 year event. The Company is required to maintain adequate capital to fund this charge, in addition to normal insurance liabilities, by ensuring that its capital base exceeds its minimum capital requirement at all times.

As of June 30, 2008, the APRA solvency ratio is 1.28.

 

7


Genworth Financial Mortgage Insurance Pty Ltd

Notes to Condensed Consolidated Financial Statements

Six Months Ended June 30, 2008 and 2007

(Unaudited)

The Company’s ability to pay dividends to Genworth Financial Mortgage Insurance Holdings Pty Ltd is restricted to the extent the payment of dividends exceeds current year income. Any dividend above this level requires prior approval from APRA. In addition, any dividend payment must result in the Company continuing to meet the APRA minimum capital requirement.

 

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