Exhibit 99.1
Index to Condensed Consolidated Financial Statements
Genworth Financial Mortgage Insurance Pty Limited
Page | ||
Financial Statements: |
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Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2009 and 2008 (Unaudited) |
2 | |
Condensed Consolidated Balance Sheets as of September 30, 2009 (Unaudited) and December 31, 2008 |
3 | |
Condensed Consolidated Statements of Changes in Stockholders Equity for the nine months ended September 30, 2009 and 2008 (Unaudited) |
4 | |
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2009 and 2008 (Unaudited) |
5 | |
Notes to Condensed Consolidated Financial Statements (Unaudited) |
6 |
1
Genworth Financial Mortgage Insurance Pty Limited
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 September 30, |
Nine months ended September 30, |
||||||||||||||
2009 | 2008 | 2009 | 2008 | ||||||||||||
Revenues: |
|||||||||||||||
Premiums |
$ | 77,360 | $ | 76,598 | $ | 215,676 | $ | 243,593 | |||||||
Net investment income |
33,713 | 37,276 | 88,740 | 110,623 | |||||||||||
Net investment gains (losses) |
(1,279 | ) | (3,979 | ) | 1,687 | (4,593 | ) | ||||||||
Other income |
509 | 1,050 | 919 | 3,649 | |||||||||||
Total revenues |
110,303 | 110,945 | 307,022 | 353,272 | |||||||||||
Losses and expenses: |
|||||||||||||||
Net losses and loss adjustment expenses |
35,675 | 37,481 | 115,253 | 107,640 | |||||||||||
Acquisition and operating expenses, net of deferrals |
13,927 | 12,573 | 37,793 | 49,204 | |||||||||||
Amortization of deferred acquisition costs and intangibles |
6,046 | 5,652 | 17,766 | 19,051 | |||||||||||
Total losses and expenses |
55,648 | 55,706 | 170,812 | 175,895 | |||||||||||
Income before income taxes |
54,655 | 55,239 | 136,210 | 177,377 | |||||||||||
Provision for income taxes |
18,073 | 16,975 | 45,577 | 55,721 | |||||||||||
Net income |
$ | 36,582 | $ | 38,264 | $ | 90,633 | $ | 121,656 | |||||||
Supplemental disclosures: |
|||||||||||||||
Total other-than-temporary impairments |
$ | | $ | (4,079 | ) | $ | | $ | (4,778 | ) | |||||
Portion of other-than-temporary impairments included in other comprehensive income (loss) |
| | | | |||||||||||
Net other-than-temporary impairments |
| | | | |||||||||||
Other investment gains (losses) |
(1,279 | ) | 100 | 1,687 | 185 | ||||||||||
Total net investment gains (losses) |
$ | (1,279 | ) | $ | (3,979 | ) | $ | 1,687 | $ | (4,593 | ) | ||||
See Notes to Condensed Consolidated Financial Statements
2
Genworth Financial Mortgage Insurance Pty Limited
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.
September 30, 2009 |
December 31, 2008 |
||||||
(unaudited) | |||||||
Assets |
|||||||
Investments: |
|||||||
Fixed maturity securities available-for-sale, at fair value |
$ | 2,180,152 | $ | 1,445,802 | |||
Short-term investments |
12,506 | 40,595 | |||||
Total investments |
2,192,658 | 1,486,397 | |||||
Cash and cash equivalents |
379,594 | 408,182 | |||||
Accrued investment income |
38,089 | 21,406 | |||||
Prepaid reinsurance premium |
681 | 715 | |||||
Deferred acquisition costs |
87,554 | 58,141 | |||||
Goodwill |
6,610 | 5,222 | |||||
Related party receivables |
5,607 | 4,251 | |||||
Other assets |
27,741 | 26,399 | |||||
Total assets |
$ | 2,738,534 | $ | 2,010,713 | |||
Liabilities and stockholders equity |
|||||||
Liabilities: |
|||||||
Reserve for losses and loss adjustment expenses |
$ | 186,023 | $ | 137,522 | |||
Unearned premiums |
1,010,443 | 732,132 | |||||
Deferred tax liability |
1,873 | 10,689 | |||||
Related party payables |
42,415 | 43,626 | |||||
Other liabilities and accrued expenses |
43,825 | 34,434 | |||||
Total liabilities |
1,284,579 | 958,403 | |||||
Stockholders equity: |
|||||||
Ordinary shares No par value; 1,401,558,500 and 1,356,558,500 shares authorized and issued as of September 30, 2009 and December 31, 2008 |
| | |||||
Additional paid-in capital |
594,811 | 558,925 | |||||
Accumulated other comprehensive income (loss), net of tax: |
|||||||
Net unrealized investment gains (losses): |
|||||||
Net unrealized gains on securities not other-than-temporarily impaired |
7,092 | 26,872 | |||||
Net unrealized gains on other-than-temporarily impaired securities |
| | |||||
Net unrealized investment gains (losses) |
7,092 | 26,872 | |||||
Foreign currency translation adjustments |
222,496 | (71,545 | ) | ||||
Total accumulated other comprehensive income (loss) |
229,588 | (44,673 | ) | ||||
Retained earnings |
629,556 | 538,058 | |||||
Total stockholders equity |
1,453,955 | 1,052,310 | |||||
Total liabilities and stockholders equity |
$ | 2,738,534 | $ | 2,010,713 | |||
See Notes to Condensed Consolidated Financial Statements
3
Genworth Financial Mortgage Insurance Pty Limited
Condensed Consolidated Statements of Changes in Stockholders Equity
(U.S. dollar amounts in thousands)
The unaudited interim financial information has not been reviewed by an independent registered
public accounting firm.
Additional paid-in capital |
Accumulated other comprehensive income (loss) |
Retained earnings |
Total stockholders equity |
|||||||||||
Balances as of January 1, 2008 |
$ | 548,953 | $ | 152,172 | $ | 384,341 | $ | 1,085,466 | ||||||
Comprehensive income (loss): |
||||||||||||||
Net income |
| | 121,656 | 121,656 | ||||||||||
Net unrealized losses on investment securities |
| 25,691 | | 25,691 | ||||||||||
Foreign currency translation adjustments |
| (131,388 | ) | | (131,388 | ) | ||||||||
Total comprehensive income (loss) |
15,959 | |||||||||||||
Capital contribution |
9,508 | | | 9,508 | ||||||||||
Balances as of September 30, 2008 |
$ | 558,461 | $ | 46,475 | $ | 505,997 | $ | 1,110,933 | ||||||
Additional paid-in capital |
Accumulated other comprehensive income (loss) |
Retained earnings |
Total stockholders equity |
|||||||||||
Balances as of January 1, 2009 |
$ | 558,925 | $ | (44,673 | ) | $ | 538,058 | $ | 1,052,310 | |||||
Cumulative effect of change in accounting |
| (865 | ) | 865 | | |||||||||
Comprehensive income (loss): |
||||||||||||||
Net income |
| | 90,633 | 90,633 | ||||||||||
Net unrealized losses on investment securities |
| (18,915 | ) | | (18,915 | ) | ||||||||
Foreign currency translation adjustments |
| 294,041 | | 294,041 | ||||||||||
Total comprehensive income (loss) |
365,759 | |||||||||||||
Capital contribution |
35,886 | | | 35,886 | ||||||||||
Balances as of September 30, 2009 |
$ | 594,811 | $ | 229,588 | $ | 629,556 | $ | 1,453,955 | ||||||
4
Genworth Financial Mortgage Insurance Pty Limited
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.
Nine months ended September 30, |
||||||||
2009 | 2008 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 90,633 | $ | 121,656 | ||||
Adjustments to reconcile net income to net cash from operating activities: |
||||||||
Amortization of investment discounts and premiums |
(1,608 | ) | (1,885 | ) | ||||
Net investment (gains) losses |
(1,687 | ) | 4,593 | |||||
Acquisition costs deferred |
(29,282 | ) | (25,389 | ) | ||||
Amortization of deferred acquisition costs and intangibles |
17,766 | 19,051 | ||||||
Deferred income taxes |
(1,944 | ) | | |||||
Corporate overhead allocation |
12,545 | 17,177 | ||||||
Change in certain assets and liabilities: |
||||||||
Accrued investment income and other assets |
(19,552 | ) | (4,468 | ) | ||||
Reserve for losses and loss adjustment expenses |
6,124 | 1,991 | ||||||
Unearned premiums |
71,747 | 17,472 | ||||||
Other liabilities |
22,273 | (26,544 | ) | |||||
Net cash from operating activities |
167,015 | 123,654 | ||||||
Cash flows from investing activities: |
||||||||
Proceeds from maturities and repayments of fixed maturity securities and short-investments |
442,606 | 387,492 | ||||||
Purchases of fixed maturity securities and short-term investments |
(731,329 | ) | (444,400 | ) | ||||
Net cash from investing activities |
(288,723 | ) | (56,908 | ) | ||||
Cash flows from financing activities: |
||||||||
Capital contribution received |
| 4,083 | ||||||
Net cash from financing activities |
| 4,083 | ||||||
Effect of exchange rate changes on cash and cash equivalents |
93,120 | (38,365 | ) | |||||
Net change in cash and cash equivalents |
(28,588 | ) | 32,464 | |||||
Cash and cash equivalents at beginning of period |
408,182 | 311,720 | ||||||
Cash and cash equivalents at end of period |
$ | 379,594 | $ | 344,184 | ||||
See Notes to Condensed Consolidated Financial Statements
5
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements
Nine Months Ended September 30, 2009 and 2008
(Unaudited)
(1) Nature of Business, Formation of Genworth Mortgage and Basis of Presentation
Genworth Financial Mortgage Insurance Pty Limited (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 Companys 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. 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. Certain prior year amounts have been reclassified to conform to the current year presentation. The condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and related notes contained in our 2008 year end financial statements on Form 8-K furnished on March 30, 2009.
The Companys management has determined that the Company has one reportable operating segment, mortgage insurance.
Genworth Mortgage, formerly GE Mortgage Insurance Company Pty Limited, is a wholly-owned subsidiary of Genworth Financial Mortgage Insurance Holdings Pty Limited and was incorporated in Australia on November 10, 2003. The ultimate parent company of Genworth Mortgage is Genworth Financial, Inc. (Genworth). Genworth was incorporated in Delaware on October 23, 2003. GE Mortgage Insurance Company Pty Limited changed its name to Genworth Financial Mortgage Insurance Pty Limited 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. Any material subsequent events have been considered for disclosure through November 10, 2009.
6
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Nine Months Ended September 30, 2009 and 2008
(Unaudited)
(2) Accounting Pronouncements
Recently adopted
The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles
On July 1, 2009, we adopted new accounting guidance related to the codification of accounting standards and the hierarchy of U.S. GAAP established by the Financial Accounting Standards Board (the FASB). This accounting guidance established two levels of U.S. GAAP, authoritative and nonauthoritative. The FASB Accounting Standards Codification (the Codification) is the source of authoritative, nongovernmental U.S. GAAP, except for rules and interpretive releases of the SEC, which are also sources of authoritative U.S. GAAP for SEC registrants. All other accounting literature is nonauthoritative. The adoption of this new accounting guidance did not have a material impact on our consolidated financial statements.
Subsequent Events
On June 30, 2009, we adopted new accounting guidance related to accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This accounting guidance required the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The adoption of this new accounting guidance did not have a material impact on our consolidated financial statements.
Recognition and Presentation of Other-Than-Temporary Impairments
On April 1, 2009, we adopted new accounting guidance related to the recognition and presentation of other-than-temporary impairments. This accounting guidance amended the other-than-temporary impairment guidance for debt securities and modified the presentation and disclosure requirements for other-than-temporary impairment disclosures for debt and equity securities. This accounting guidance also amended the requirement for management to positively assert the ability and intent to hold a debt security to recovery to determine whether an other-than-temporary impairment exists and replaced this provision with the assertion that we do not intend to sell or it is not more likely than not that we will be required to sell a security prior to recovery. Additionally, this accounting guidance modified the presentation of other-than-temporary impairments for certain debt securities to only present the impairment loss in net income (loss) that represents the credit loss associated with the other-than-temporary impairment with the remaining impairment loss being presented in other comprehensive income (loss) (OCI). On April 1, 2009, we recorded a net cumulative effect adjustment of $865,332 to retained earnings with an offset to accumulated other comprehensive income (loss).
Interim Disclosures About Fair Value of Financial Instruments
On April 1, 2009, we adopted new accounting guidance related to interim disclosures about fair value of financial instruments. This accounting guidance amended the fair value disclosure requirements for certain financial instruments to require disclosures during interim reporting periods of publicly traded entities in addition to requiring them in annual financial statements. The adoption of this new accounting guidance did not have a material impact on our consolidated financial statements.
Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly
On April 1, 2009, we adopted new accounting guidance related to determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly. This accounting guidance provided additional guidance for determining fair value when the volume or level of activity for an asset or liability has significantly decreased and identified circumstances that indicate a transaction is not orderly. The adoption of this new accounting guidance did not have a material impact on our consolidated financial statements.
7
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Nine Months Ended September 30, 2009 and 2008
(Unaudited)
Fair Value Measurements of Certain Nonfinancial Assets and Liabilities
On January 1, 2009, we adopted new accounting guidance related to fair value measurements of certain nonfinancial assets and liabilities, such as impairment testing of goodwill and indefinite-lived intangible assets. The adoption of this new accounting guidance did not have a material impact on our consolidated financial statements.
Disclosures about Derivative Instruments and Hedging Activities
On January 1, 2009, we adopted new accounting guidance related to disclosures about derivative instruments and hedging activities. This statement required enhanced disclosures about an entitys derivative and hedging activities. The adoption of this new accounting guidance did not have a material impact on our consolidated financial statements.
Business Combinations
On January 1, 2009, we adopted new accounting guidance related to business combinations. This accounting guidance established 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. The adoption of this new accounting guidance did not have a material impact on our consolidated financial statements.
Noncontrolling Interest in Consolidated Financial Statements
On January 1, 2009, we adopted new accounting guidance related to noncontrolling interests in consolidated financial statements. This accounting guidance established accounting and reporting standards for noncontrolling interests in a subsidiary and for deconsolidation of a subsidiary. The adoption of this new accounting guidance did not have a material impact on our consolidated financial statements.
Not yet adopted
In September 2009, the FASB issued new accounting guidance related to fair value measurements and disclosures that will provide guidance on the fair value measurement in certain entities that calculate net asset value per share. This accounting guidance will be effective for us on October 1, 2009. We do not expect the adoption of this new accounting guidance to have a material impact on our consolidated financial statements.
In August 2009, the FASB issued new accounting guidance related to measuring liabilities at fair value. This accounting guidance clarifies techniques for measuring the fair value of liabilities when quoted market prices for the identical liability are not available. This accounting guidance will be effective for us on October 1, 2009. We do not expect the adoption of this new accounting guidance to have a material impact on our consolidated financial statements.
In June 2009, the FASB issued new accounting guidance related to accounting for transfers of financial assets. This accounting guidance amends the current guidance on transfers of financial assets by eliminating the qualifying special-purpose entity concept, providing certain conditions that must be met to qualify for sale accounting, changing the amount of gain or loss recognized on certain transfers and requiring additional disclosures. This accounting guidance will be effective for us on January 1, 2010. We have not yet determined the impact this accounting guidance, once adopted, will have on our consolidated financial statements.
In June 2009, the FASB issued new accounting guidance that provides guidance for determining which enterprise, if any, has a controlling financial interest in a variable interest entity and requires additional disclosures about involvement in variable interest entities. This accounting guidance will be effective for us on January 1, 2010. We have not yet determined the impact this accounting guidance, once adopted, will have on our consolidated financial statements.
8
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Nine Months Ended September 30, 2009 and 2008
(Unaudited)
(3) Investments
Other-Than-Temporary Impairments On Available-For-Sale Securities
As of each balance sheet date, we evaluate securities in an unrealized loss position for other-than-temporary impairments. For debt securities, we consider all available information relevant to the collectability of the security, including information about past events, current conditions, and reasonable and supportable forecasts, when developing the estimate of cash flows expected to be collected. Estimating the cash flows expected to be collected is a quantitative and qualitative process that incorporates information received from third-party sources along with certain internal assumptions and judgments regarding the future performance of the underlying collateral. Where possible, this data is benchmarked against third-party sources.
Prior to adoption of new accounting guidance related to the recognition and presentation of other-than-temporary impairments on April 1, 2009, we generally recognized an other-than-temporary impairment on debt securities in an unrealized loss position when we did not expect full recovery of value or did not have the intent and ability to hold such securities until they had fully recovered their amortized cost. The recognition of other-than-temporary impairments prior to April 1, 2009 represented the entire difference between the amortized cost and fair value with this difference being recorded in net income (loss) as an adjustment to the amortized cost of the security.
Beginning on April 1, 2009, we recognize other-than-temporary impairments on debt securities in an unrealized loss position when one of the following circumstances exists:
| we do not expect full recovery of our amortized cost based on the estimate of cash flows expected to be collected, |
| we intend to sell a security or |
| it is more likely than not that we will be required to sell a security prior to recovery. |
For other-than-temporary impairments recognized during the period, we present the total other-than-temporary impairments, the portion of other-than-temporary impairments included in OCI and the net other-than-temporary impairments as supplemental disclosure presented on the face of our consolidated statements of income.
Total other-than-temporary impairments are calculated as the difference between the amortized cost and fair value that emerged in the current period. For other-than-temporarily impaired securities where we do not intend to sell the security and it is not more likely than not that we will be required to sell the security prior to recovery, total other-than-temporary impairments are adjusted by the portion of other-than-temporary impairments recorded in OCI (non-credit). Net other-than-temporary impairments recorded in net income (loss) represent the credit loss on the other-than-temporarily impaired securities with the offset recorded as an adjustment to the amortized cost to determine the new amortized cost basis of the securities.
For securities that were deemed to be other-than-temporarily impaired and a non-credit loss was recorded in OCI, the amount recorded as an unrealized gain (loss) represents the difference between the current fair value and the new amortized cost for each period presented. The unrealized gain (loss) on an other-than-temporarily impaired security is recorded in OCI.
To estimate the amount of other-than-temporary impairment attributed to credit losses on debt securities where we do not intend to sell the security and it is not more likely than not that we will be required to sell the security prior to recovery, we determine our best estimate of the present value of the cash flows expected to be collected from a security by discounting these cash flows by the current effective yield on the security prior to recording any other-than-temporary impairment. If the present value of the discounted cash flows is lower than the amortized cost of the security, the difference between the present value and amortized cost represents the credit loss associated with the security with the remaining difference between fair value and amortized cost recorded as a non-credit other-than-temporary impairment in OCI.
9
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Nine Months Ended September 30, 2009 and 2008
(Unaudited)
The evaluation of other-than-temporary impairments is subject to risks and uncertainties and is intended to determine the appropriate amount and timing for recognizing an impairment charge. The assessment of whether such impairment has occurred is based on managements best estimate of the cash flows expected to be collected at the individual security level. We regularly monitor our investment portfolio to ensure that securities that may be other-than-temporarily impaired are identified in a timely manner and that any impairment charge is recognized in the proper period.
Net Investment Income
Sources of net investment income for the periods presented were as follows:
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
(U.S. dollar amounts in thousands) |
2009 | 2008 | 2009 | 2008 | ||||||||||||
Fixed maturity securities |
$ | 31,575 | $ | 32,469 | $ | 80,213 | $ | 91,677 | ||||||||
Cash and cash equivalents |
2,864 | 5,405 | 10,260 | 21,189 | ||||||||||||
Gross investment income before expenses and fees |
34,439 | 37,874 | 90,473 | 112,866 | ||||||||||||
Expenses and fees |
(726 | ) | (598 | ) | (1,733 | ) | (2,243 | ) | ||||||||
Net investment income |
$ | 33,713 | $ | 37,276 | $ | 88,740 | $ | 110,623 | ||||||||
Net Investment Gains (Losses)
The following table sets forth net investment gains (losses) for the periods indicated:
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
(U.S. dollar amounts in thousands) |
2009 | 2008 | 2009 | 2008 | ||||||||||||
Available-for-sale investment securities: |
||||||||||||||||
Realized gains on sale |
$ | 2,952 | $ | 545 | $ | 6,008 | $ | 1,135 | ||||||||
Realized losses on sale |
(4,231 | ) | (445 | ) | (4,321 | ) | (950 | ) | ||||||||
Impairments: |
||||||||||||||||
Total other-than-temporary impairments |
| (4,079 | ) | | (4,778 | ) | ||||||||||
Portion of other-than-temporary impairments included in OCI |
| | | | ||||||||||||
Net other-than-temporary impairments |
| (4,079 | ) | | (4,778 | ) | ||||||||||
Net investment gains (losses) |
$ | (1,279 | ) | $ | (3,979 | ) | $ | 1,687 | $ | (4,593 | ) | |||||
The aggregate fair value of securities sold at a loss during the three months ended September 30, 2009 and 2008 was $20 million and $43 million, respectively, which was approximately 82% and 99%, respectively, of book value. The aggregate fair value of securities sold at a loss during the nine months ended September 30, 2009 and 2008 was $23 million and $82 million, respectively, which was approximately 84% and 99%, respectively, of book value.
10
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Nine Months Ended September 30, 2009 and 2008
(Unaudited)
Unrealized Investment Gains (Losses)
Net unrealized gains and losses on investment securities classified as available-for-sale are reduced by deferred income taxes that would have resulted had such gains and losses been realized. Net unrealized gains and losses on available-for-sale investment securities reflected as a separate component of accumulated other comprehensive income (loss) as of the dates indicated were as follows:
(U.S. dollar amounts in thousands) |
September 30, 2009 |
December 31, 2008 |
||||||
Net unrealized gains (losses) on available-for-sale investment securities: |
||||||||
Fixed maturity securities |
$ | 10,144 | $ | 38,398 | ||||
Deferred income taxes |
(3,052 | ) | (11,526 | ) | ||||
Net unrealized investment gains (losses) |
$ | 7,092 | $ | 26,872 | ||||
The change in net unrealized gains (losses) on available-for-sale investment securities reported in accumulated other comprehensive income (loss) for the periods indicated was as follows:
(U.S. dollar amounts in thousands) |
As of or for the three months ended September 30, 2009 |
As of or for the nine months ended September 30, 2009 |
||||||
Beginning balance |
$ | 4,565 | $ | 26,872 | ||||
Cumulative effect of change in accounting |
| (865 | ) | |||||
Activity during the period: |
||||||||
Unrealized gains (losses) on investment securities |
2,336 | (25,702 | ) | |||||
Provision for deferred taxes |
(704 | ) | 7,968 | |||||
Change in unrealized gains (losses) |
1,632 | (17,734 | ) | |||||
Reclassification adjustments to net investment gains (losses), net of taxes of $(384) and $506 |
895 | (1,181 | ) | |||||
Ending balance |
$ | 7,092 | $ | 7,092 | ||||
Fixed Maturity Securities
As of September 30, 2009, the amortized cost or cost, gross unrealized gains and losses and fair value of the fixed maturity securities classified as available-for-sale were as follows:
Gross unrealized gains on securities | Gross unrealized losses on securities | ||||||||||||||||||
(U.S. dollar amounts in thousands) |
Amortized cost or cost |
Not other-than- temporarily impaired |
Other-than- temporarily impaired |
Not other-than- temporarily impaired |
Other-than- temporarily impaired |
Fair value | |||||||||||||
Fixed maturity securities: |
|||||||||||||||||||
Governmentnon-U.S. |
$ | 215,047 | $ | 2,493 | $ | | $ | (1,955 | ) | $ | | $ | 215,585 | ||||||
CorporateU.S. |
127,829 | 512 | | (885 | ) | | 127,456 | ||||||||||||
Corporatenon-U.S |
1,827,132 | 23,916 | | (13,937 | ) | | 1,837,111 | ||||||||||||
Total available-for-sale securities |
$ | 2,170,008 | $ | 26,921 | $ | | $ | (16,777 | ) | $ | | $ | 2,180,152 | ||||||
11
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Nine Months Ended September 30, 2009 and 2008
(Unaudited)
As of December 31, 2008, the amortized cost or cost, gross unrealized gains and losses and fair value of the fixed maturity securities classified as available-for-sale were as follows:
Amortized cost or cost |
Gross unrealized gains |
Gross unrealized losses |
Fair value | ||||||||||
(U.S. dollar amounts in thousands) |
|||||||||||||
Fixed maturity securities: |
|||||||||||||
Governmentnon-U.S. |
$ | 66,972 | $ | 6,416 | $ | | $ | 73,388 | |||||
CorporateU.S. |
136,121 | 67 | (4,837 | ) | 131,351 | ||||||||
Corporatenon-U.S (1) |
1,204,311 | 43,307 | (6,555 | ) | 1,241,063 | ||||||||
Total available-for-sale securities(1) |
$ | 1,407,404 | $ | 49,790 | $ | (11,392 | ) | $ | 1,445,802 | ||||
(1) | Amounts have been revised to exclude short-term investments. |
The following table presents the gross unrealized losses and fair values of investment securities, aggregated by investment type and length of time that individual investment securities have been in a continuous unrealized loss position, as of September 30, 2009:
Less than 12 months | 12 months or more | |||||||||||||||||
(U.S. dollar amounts in thousands) |
Fair value | Gross unrealized losses |
Number of securities |
Fair value | Gross unrealized losses |
Number of securities | ||||||||||||
Description of Securities |
||||||||||||||||||
Fixed maturity securities: |
||||||||||||||||||
Governmentnon-U.S. |
$ | 112,453 | $ | (1,955 | ) | 5 | $ | | $ | | | |||||||
CorporateU.S. |
| | | 33,857 | (885 | ) | 6 | |||||||||||
Corporatenon-U.S. |
605,349 | (11,338 | ) | 43 | 88,863 | (2,599 | ) | 17 | ||||||||||
Total for securities in an unrealized loss position |
$ | 717,802 | $ | (13,293 | ) | 48 | $ | 122,720 | $ | (3,484 | ) | 23 | ||||||
% Below costfixed maturity securities: |
||||||||||||||||||
<20% Below cost |
$ | 717,802 | $ | (13,293 | ) | 48 | $ | 122,720 | $ | (3,484 | ) | 23 | ||||||
20-50% Below cost |
| | | | | | ||||||||||||
>50% Below cost |
| | | | | | ||||||||||||
Total for securities in an unrealized loss position |
$ | 717,802 | $ | (13,293 | ) | 48 | $ | 122,720 | $ | (3,484 | ) | 23 | ||||||
Investment grade |
$ | 717,802 | $ | (13,293 | ) | 48 | $ | 122,720 | $ | (3,484 | ) | 23 | ||||||
Below investment grade |
| | | | | | ||||||||||||
Not ratedfixed maturity securities |
| | | | | | ||||||||||||
Total for securities in an unrealized loss position |
$ | 717,802 | $ | (13,293 | ) | 48 | $ | 122,720 | $ | (3,484 | ) | 23 | ||||||
The investment securities in an unrealized loss position as of September 30, 2009 consisted of 71 securities and accounted for unrealized losses of $17 million. Of these unrealized losses of $17 million, 100% were investment grade (rated AAA through BBB). The unrealized losses on these securities have decreased during 2009 mainly due to tightening of credit spreads. No unrealized losses on other-than-temporarily impaired securities were included in these unrealized losses as of September 30, 2009.
12
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Nine Months Ended September 30, 2009 and 2008
(Unaudited)
Of the investment securities in an unrealized loss position for 12 months or more as of September 30, 2009, there were no securities 20% or more below cost and there were no securities below investment grade (rated BB+ and below). There were no other-than-temporarily impaired securities with a non-credit loss recorded in OCI.
The following table presents the gross unrealized losses and fair values of investment securities, aggregated by investment type and length of time that individual investment securities have been in a continuous unrealized loss position, as of December 31, 2008:
Less than 12 months | 12 months or more | |||||||||||||||||
(U.S. dollar amounts in thousands) |
Fair value |
Gross unrealized losses |
Number of securities |
Fair value | Gross unrealized losses |
Number of securities | ||||||||||||
Description of Securities |
||||||||||||||||||
Fixed maturity securities: |
||||||||||||||||||
Governmentnon-U.S. |
$ | | $ | | | $ | | $ | | | ||||||||
CorporateU.S. |
3,563 | (202 | ) | 1 | 110,463 | (4,635 | ) | 14 | ||||||||||
Corporatenon-U.S. |
41,842 | (1,342 | ) | 11 | 179,206 | (5,213 | ) | 28 | ||||||||||
Total for securities in an unrealized loss position |
$ | 45,405 | $ | (1,544 | ) | 12 | $ | 289,669 | $ | (9,848 | ) | 42 | ||||||
% Below costfixed maturity securities: |
||||||||||||||||||
<20% Below cost |
$ | 43,002 | $ | (672 | ) | 11 | $ | 288,107 | $ | (9,216 | ) | 41 | ||||||
20-50% Below cost |
2,403 | (872 | ) | 1 | 1,562 | (632 | ) | 1 | ||||||||||
>50% Below cost |
| | | | | | ||||||||||||
Total for securities in an unrealized loss position |
$ | 45,405 | $ | (1,544 | ) | 12 | $ | 289,669 | $ | (9,848 | ) | 42 | ||||||
Investment grade |
$ | 45,405 | $ | (1,544 | ) | 12 | $ | 289,669 | $ | (9,848 | ) | 42 | ||||||
Below investment grade |
| | | | | | ||||||||||||
Not ratedfixed maturity securities |
| | | | | | ||||||||||||
Total for securities in an unrealized loss position |
$ | 45,405 | $ | (1,544 | ) | 12 | $ | 289,669 | $ | (9,848 | ) | 42 | ||||||
13
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Nine Months Ended September 30, 2009 and 2008
(Unaudited)
The scheduled maturity distribution of fixed maturity securities as of September 30, 2009 is set forth below. Actual maturities may differ from contractual maturities because issuers of securities may have the right to call or prepay obligations with or without call or prepayment penalties.
(U.S. dollar amounts in thousands) |
Amortized cost or cost |
Fair value | ||||
Due one year or less |
$ | 318,324 | $ | 320,912 | ||
Due after one year through five years |
1,672,822 | 1,679,290 | ||||
Due after five years through ten years |
178,862 | 179,950 | ||||
Total |
$ | 2,170,008 | $ | 2,180,152 | ||
As of September 30, 2009, $146 million of investments were subject to certain call provisions. Typically, call provisions provide the issuer the ability to redeem a security, prior to its stated maturity, at or above par.
Investment Concentrations
As of September 30, 2009, securities issued by finance and insurance industry groups and foreign state government represented approximately 43% and 40%, respectively, of the corporate fixed maturity securities portfolio held by the Company.
As of September 30, 2009, the Company held $370 million in corporate fixed maturity securities issued by the New South Wales Treasury Corporation, which comprised of 25% of total stockholders equity. Additionally, the Company held $301 million in corporate fixed maturity securities issued by Queensland Treasury Corp and $190 million in corporate fixed maturity securities issued by Westpac Banking Corporation, which comprised 21% and 13%, respectively, of total stockholders equity. No other single issuer exceeded 10% of total stockholders equity.
(4) Fair Value Measurements
We hold fixed maturity securities which are carried at fair value. The vast majority of 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. We also utilize internally developed pricing models to produce estimates of fair value primarily utilizing Level 2 inputs along with certain Level 3 inputs. The internally developed models include matrix pricing where we discount expected cash flows utilizing market interest rates obtained from market sources based on the credit quality and duration of the instrument to determine fair value. For securities that may not be reliably priced using internally developed pricing models, we estimate fair value using indicative market prices. These prices are indicative of an exit price, but the assumptions used to establish the fair value may not be observable, or corroborated by market observable information, and represent Level 3 inputs.
14
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Nine Months Ended September 30, 2009 and 2008
(Unaudited)
The following tables set forth our assets that are measured at fair value on a recurring basis as of the dates indicated:
September 30, 2009 | ||||||||||||
(U.S. dollar amounts in thousands) |
Total | Level 1 | Level 2 | Level 3 | ||||||||
Assets |
||||||||||||
Investments: |
||||||||||||
Fixed maturity securities: |
||||||||||||
Governmentnon-U.S. |
$ | 215,585 | $ | | $ | 214,808 | $ | 777 | ||||
U.S. corporate |
127,456 | | 127,456 | | ||||||||
Corporatenon-U.S. |
1,837,111 | | 1,832,177 | 4,934 | ||||||||
Total fixed maturity securities |
$ | 2,180,152 | $ | | $ | 2,174,441 | $ | 5,711 | ||||
December 31, 2008 | ||||||||||||
(U.S. dollar amounts in thousands) |
Total | Level 1 | Level 2 | Level 3 | ||||||||
Assets |
||||||||||||
Investments: |
||||||||||||
Fixed maturity securities: |
||||||||||||
Governmentnon-U.S. |
$ | 73,388 | $ | | $ | 73,388 | $ | | ||||
U.S. corporate |
131,351 | | 131,351 | | ||||||||
Corporatenon-U.S. |
1,241,063 | | 1,241,063 | | ||||||||
Total fixed maturity securities |
$ | 1,445,802 | $ | | $ | 1,445,802 | $ | | ||||
The following tables present additional information about assets measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value as of or for the dates indicated:
Total realized and unrealized gains (losses) |
||||||||||||||||||||||||
(U.S. dollar amounts in thousands) |
Beginning balance as of July 1, 2009 |
Included in net income |
Included in OCI |
Purchases, sales issuances and settlements, net |
Transfer in Level 3 |
Transfer out of Level 3 |
Ending balance as of September 30, 2009 |
Total gains (losses) included in net income attributable to assets still held | ||||||||||||||||
Fixed maturity securities: |
||||||||||||||||||||||||
Governmentnon-U.S. |
$ | | $ | | $ | 92 | $ | | $ | 685 | $ | | $ | 777 | $ | | ||||||||
Corporatenon-U.S. |
4,557 | 4 | 373 | | | | 4,934 | 4 | ||||||||||||||||
Total Level 3 assets |
$ | 4,557 | $ | 4 | $ | 465 | $ | | $ | 685 | $ | | $ | 5,711 | $ | 4 | ||||||||
15
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Nine Months Ended September 30, 2009 and 2008
(Unaudited)
Total realized and unrealized gains (losses) |
||||||||||||||||||||||||
(U.S. dollar amounts in thousands) |
Beginning balance as of January 1, 2009 |
Included in net income |
Included in OCI |
Purchases, sales issuances and settlements, net |
Transfer in Level 3 |
Transfer out of Level 3 |
Ending balance as of September 30, 2009 |
Total gains (losses) included in net income attributable to assets still held | ||||||||||||||||
Fixed maturity securities: |
||||||||||||||||||||||||
Governmentnon-U.S. |
$ | | $ | | $ | 92 | $ | | $ | 685 | $ | | $ | 777 | $ | | ||||||||
Corporatenon-U.S. |
4,055 | 617 | 262 | | | | 4,934 | 617 | ||||||||||||||||
Total Level 3 assets |
$ | 4,055 | $ | 617 | $ | 354 | $ | | $ | 685 | $ | | $ | 5,711 | $ | 617 | ||||||||
Realized and unrealized gains (losses) on Level 3 assets and liabilities are primarily reported in either net investment gains (losses) within the condensed consolidated statements of income or OCI within stockholders equity based on the appropriate accounting treatment for the instrument.
Purchases, sales, issuances and settlements, net, represent the activity that occurred during the period that results in a change of the asset or liability but does not represent changes in fair value for the instruments held at the beginning of the period. Such activity consists of purchases and sales of fixed maturity securities.
The amount presented for unrealized gains (losses) for assets still held as of the reporting date primarily represents accretion on certain fixed maturity securities which were recorded in net investment gains (losses).
(5) Supplemental Cash Flow Information
A tax sharing liability of $36 million payable to Genworth Financial Mortgage Insurance Holdings Pty Limited, our immediate parent company, was recorded as a contribution of capital as of September 30, 2009.
16
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Nine Months Ended September 30, 2009 and 2008
(Unaudited)
(6) 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 Companys APRA net income after tax, capital base, minimum capital requirement and solvency ratio as of and for the year ended December 31 were as follows:
(U.S. dollar amounts in thousands) |
2008 | ||
APRA net income after tax |
$ | 153,009 | |
APRA capital base |
$ | 1,248,772 | |
APRA minimum capital requirement |
$ | 915,054 | |
APRA solvency ratio |
1.37 |
The APRA solvency ratio is the combined amounts of Genworth Financial Mortgage Insurance Pty Limited and its wholly-owned subsidiary, Genworth Financial Mortgage Indemnity Limited.
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 September 30, 2009, the APRA solvency ratio was 1.30.
The Companys ability to pay dividends to Genworth Financial Mortgage Insurance Holdings Pty Limited 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.
17