Exhibit 99.1
Index to Condensed Consolidated Financial Statements
Genworth Financial Mortgage Insurance Pty Limited
Page | ||
Financial Statements: |
||
Condensed Consolidated Statements of Income for the three and six months ended June 30, 2010 and 2009 (Unaudited) |
2 | |
Condensed Consolidated Balance Sheets as of June 30, 2010 (Unaudited) and December 31, 2009 |
3 | |
Condensed Consolidated Statements of Changes in Stockholders Equity for the six months ended June 30, 2010 and |
4 | |
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009 (Unaudited) |
5 |
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 June 30, |
Six months
ended June 30, | |||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||
Revenues: |
||||||||||||
Premiums |
$ | 84,856 | $ | 74,586 | $ | 166,040 | $ | 138,316 | ||||
Net investment income |
37,793 | 29,340 | 74,769 | 55,027 | ||||||||
Net investment gains (losses) |
126 | 378 | 274 | 2,966 | ||||||||
Other income |
614 | 292 | 860 | 410 | ||||||||
Total revenues |
123,389 | 104,596 | 241,943 | 196,719 | ||||||||
Losses and expenses: |
||||||||||||
Net losses and loss adjustment expenses |
36,390 | 41,004 | 72,682 | 79,578 | ||||||||
Acquisition and operating expenses, net of deferrals |
15,000 | 12,405 | 30,401 | 23,866 | ||||||||
Amortization of deferred acquisition costs and intangibles |
9,463 | 6,450 | 18,456 | 11,720 | ||||||||
Total losses and expenses |
60,853 | 59,859 | 121,539 | 115,164 | ||||||||
Income before income taxes |
62,536 | 44,737 | 120,404 | 81,555 | ||||||||
Provision for income taxes |
20,590 | 16,696 | 37,810 | 27,504 | ||||||||
Net income |
$ | 41,946 | $ | 28,041 | $ | 82,594 | $ | 54,051 | ||||
Supplemental disclosures: |
||||||||||||
Total other-than-temporary impairments |
$ | | $ | | $ | | $ | | ||||
Portion of other-than-temporary impairments included in other comprehensive income (loss) |
| | | | ||||||||
Net other-than-temporary impairments |
| | | | ||||||||
Other investment gains (losses) |
126 | 378 | 274 | 2,966 | ||||||||
Total net investment gains (losses) |
$ | 126 | $ | 378 | $ | 274 | $ | 2,966 | ||||
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.
June 30, 2010 |
December 31, 2009 | |||||
(unaudited) | ||||||
Assets |
||||||
Investments: |
||||||
Fixed maturity securities available-for-sale, at fair value |
$ | 2,463,552 | $ | 2,430,035 | ||
Short-term investments |
8,875 | 51,496 | ||||
Total investments |
2,472,427 | 2,481,531 | ||||
Cash and cash equivalents |
98,956 | 215,278 | ||||
Accrued investment income |
35,639 | 34,706 | ||||
Prepaid reinsurance premiums |
580 | 639 | ||||
Deferred acquisition costs |
87,902 | 92,356 | ||||
Goodwill |
6,326 | 6,736 | ||||
Related party receivables |
14,684 | 8,082 | ||||
Other assets |
31,098 | 29,980 | ||||
Total assets |
$ | 2,747,612 | $ | 2,869,308 | ||
Liabilities and stockholders equity |
||||||
Liabilities: |
||||||
Reserve for losses and loss adjustment expenses |
$ | 163,959 | $ | 201,959 | ||
Unearned premiums |
934,902 | 1,036,745 | ||||
Net deferred tax liability |
15,044 | 4,879 | ||||
Related party payables |
57,285 | 39,852 | ||||
Other liabilities and accrued expenses |
33,972 | 52,035 | ||||
Total liabilities |
1,205,162 | 1,335,470 | ||||
Stockholders equity: |
||||||
Ordinary shares No par value; 1,401,558,880 and 1,401,558,500 shares authorized and issued as of June 30, 2010 and December 31, 2009, respectively |
| | ||||
Additional paid-in capital |
613,626 | 610,149 | ||||
Accumulated other comprehensive income (loss): |
||||||
Net unrealized investment gains (losses): |
||||||
Net unrealized gains (losses) on securities not other-than-temporarily impaired |
27,321 | 3,627 | ||||
Net unrealized gains (losses) on other-than-temporarily impaired securities |
| | ||||
Net unrealized investment gains (losses) |
27,321 | 3,627 | ||||
Foreign currency translation adjustments |
148,071 | 249,224 | ||||
Total accumulated other comprehensive income (loss) |
175,392 | 252,851 | ||||
Retained earnings |
753,432 | 670,838 | ||||
Total stockholders equity |
1,542,450 | 1,533,838 | ||||
Total liabilities and stockholders equity |
$ | 2,747,612 | $ | 2,869,308 | ||
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 December 31, 2009 |
$ | 610,149 | $ | 252,851 | $ | 670,838 | $ | 1,533,838 | ||||||
Comprehensive income (loss): |
||||||||||||||
Net income |
| | 82,594 | 82,594 | ||||||||||
Net unrealized gains on investment securities |
| 23,694 | | 23,694 | ||||||||||
Foreign currency translation adjustments |
| (101,153 | ) | | (101,153 | ) | ||||||||
Total comprehensive income (loss) |
5,135 | |||||||||||||
Capital contribution |
3,477 | | | 3,477 | ||||||||||
Balances as of June 30, 2010 |
$ | 613,626 | $ | 175,392 | $ | 753,432 | $ | 1,542,450 | ||||||
Additional paid-in capital |
Accumulated other comprehensive income (loss) |
Retained earnings |
Total stockholders equity |
|||||||||||
Balances as of December 31, 2008 |
$ | 558,925 | $ | (44,673 | ) | $ | 538,058 | $ | 1,052,310 | |||||
Cumulative effect of change in accounting |
| (865 | ) | 865 | | |||||||||
Comprehensive income (loss): |
||||||||||||||
Net income |
| | 54,051 | 54,051 | ||||||||||
Net unrealized gains on investment securities |
| (21,442 | ) | | (21,442 | ) | ||||||||
Foreign currency translation adjustments |
| 171,615 | | 171,615 | ||||||||||
Total comprehensive income (loss) |
204,224 | |||||||||||||
Balances as of June 30, 2009 |
$ | 558,925 | $ | 104,635 | $ | 592,974 | $ | 1,256,534 | ||||||
See Notes to Condensed Consolidated Financial Statements
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.
Six months
ended June 30, |
||||||||
2010 | 2009 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 82,594 | $ | 54,051 | ||||
Adjustments to reconcile net income to net cash from operating activities: |
||||||||
Amortization of investment discounts and premiums |
(192 | ) | (1,161 | ) | ||||
Net investment (gains) losses |
(274 | ) | (2,966 | ) | ||||
Acquisition costs deferred |
(18,595 | ) | (18,129 | ) | ||||
Amortization of deferred acquisition costs and intangibles |
18,456 | 11,720 | ||||||
Deferred income taxes |
3,816 | (1,654 | ) | |||||
Corporate overhead allocation |
7,501 | 8,493 | ||||||
Change in certain assets and liabilities: |
||||||||
Accrued investment income and other assets |
(9,693 | ) | (11,244 | ) | ||||
Reserve for losses and loss adjustment expenses |
(26,565 | ) | 34,653 | |||||
Unearned premiums |
(46,777 | ) | 174,318 | |||||
Other liabilities |
(849 | ) | 5,899 | |||||
Net cash from operating activities |
9,422 | 253,980 | ||||||
Cash flows from investing activities: |
||||||||
Proceeds from maturities and repayments of fixed maturity securities and short-term investments |
606,161 | 121,411 | ||||||
Purchases of fixed maturity securities and short-term investments |
(723,050 | ) | (363,131 | ) | ||||
Net cash from investing activities |
(116,889 | ) | (241,720 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents |
(8,855 | ) | (92,075 | ) | ||||
Net change in cash and cash equivalents |
(116,322 | ) | (79,815 | ) | ||||
Cash and cash equivalents at beginning of period |
215,278 | 408,182 | ||||||
Cash and cash equivalents at end of period |
$ | 98,956 | $ | 328,367 | ||||
See Notes to Condensed Consolidated Financial Statements
5
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements
Six Months Ended June 30, 2010 and 2009
(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. The condensed consolidated financial statements included herein should be read in conjunction with the audited financial statements and related notes contained in our 2009 year end financial statements on Form 8-K furnished on March 30, 2010.
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.
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 inter company transactions have been eliminated in the consolidated financial statements. Certain prior year amounts have been reclassified to conform to the current year presentation.
(2) Accounting Pronouncements
Recently adopted
Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities
On January 1, 2010, we adopted new accounting guidance for determining which enterprise, if any, has a controlling financial interest in a VIE and requires additional disclosures about involvement in variable interest entities (VIEs). Under this new accounting guidance, the primary beneficiary of a VIE is the enterprise that has the power to direct the activities of a VIE that most significantly impacts the VIEs economic performance and has the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. Upon adoption of this new accounting guidance, we were required to consolidate certain VIEs, if any, including previously qualified special purpose entities and investment structures. The adoption of this accounting guidance did not have any impact on our consolidated financial statements as we do not have any controlling financial interests in a VIE.
6
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Six Months Ended June 30, 2010 and 2009
(Unaudited)
Fair Value Measurements and Disclosures - Improving Disclosures about Fair Value Measurements
On January 1, 2010, we adopted new accounting guidance requiring additional disclosures for significant transfers between Level 1 and 2 fair value measurements and clarifications to existing fair value disclosures related to the level of disaggregation, inputs and valuation techniques. The adoption of this new accounting guidance did not have a material impact on our consolidated financial statements.
Not Yet Adopted
In July 2010, the Financial Accounting Standards Board (FASB) issued new accounting guidance that will require additional disclosures about the credit quality of loans, lease receivables and other long-term receivables and the related allowance for credit losses. This new accounting guidance will be effective for us on December 31, 2010 and January 1, 2011. We do not expect the adoption of this new accounting guidance to have a material impact on our consolidated financial statements.
In March 2010, the FASB issued new accounting guidance clarifying the scope exception for embedded credit derivatives and when those features would be bifurcated from the host contract. Under the new accounting guidance, only embedded credit derivative features that are in the form of subordination of one financial instrument to another would not be subject to the bifurcation requirements. Accordingly, upon adoption of this new accounting guidance, we are required to bifurcate embedded credit derivatives that no longer qualify under the amended scope exception. In conjunction with our adoption, we elected fair value option for certain fixed maturity securities. This accounting guidance was effective for us on July 1, 2010. We do not expect the adoption of this new accounting guidance to have a material impact on our consolidated financial statements.
In January 2010, the FASB issued new accounting guidance to require additional disclosures about purchases, sales, issuances, and settlements in the rollforward of Level 3 fair value measurements. This new accounting guidance will be effective for us on January 1, 2011. We do not expect the adoption of this new accounting guidance to have a material impact on our consolidated financial statements.
(3) Investments
Net Investment Income
Sources of net investment income were as follows for the periods presented:
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
(U.S. dollar amounts in thousands) |
2010 | 2009 | 2010 | 2009 | ||||||||||||
Fixed maturity securities |
$ | 37,663 | $ | 26,766 | $ | 73,217 | $ | 48,639 | ||||||||
Cash and cash equivalents |
1,361 | 3,252 | 4,051 | 7,396 | ||||||||||||
Gross investment income before expenses and fees |
39,024 | 30,018 | 77,268 | 56,035 | ||||||||||||
Expenses and fees |
(1,231 | ) | (678 | ) | (2,499 | ) | (1,008 | ) | ||||||||
Net investment income |
$ | 37,793 | $ | 29,340 | $ | 74,769 | $ | 55,027 | ||||||||
7
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Six Months Ended June 30, 2010 and 2009
(Unaudited)
Net Investment Gains (Losses)
The following table sets forth net investment gains (losses) for the periods indicated:
Three months ended June 30, |
Six months
ended June 30, |
|||||||||||||||
(U.S. dollar amounts in thousands) |
2010 | 2009 | 2010 | 2009 | ||||||||||||
Available-for-sale investment securities: |
||||||||||||||||
Realized gains on sale |
$ | 1,722 | $ | 468 | $ | 1,915 | $ | 3,056 | ||||||||
Realized losses on sale |
(1,596 | ) | (90 | ) | (1,641 | ) | (90 | ) | ||||||||
Impairments: |
||||||||||||||||
Total other-than-temporary impairments |
| | | | ||||||||||||
Portion of other-than-temporary impairments included in other comprehensive income (loss) (OCI) |
| | | | ||||||||||||
Net other-than-temporary impairments |
| | | | ||||||||||||
Net investment gains (losses) |
$ | 126 | $ | 378 | $ | 274 | $ | 2,966 | ||||||||
The aggregate fair value of securities sold at a loss during the three months ended June 30, 2010 and 2009 was $216 million and $3 million, respectively, which was approximately 99% and 97%, respectively, of book value. The aggregate fair value of securities sold at a loss during the six months ended June 30, 2010 and 2009 was $226 million and $3 million, respectively, which was approximately 99% and 97%, respectively, of book value.
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) were as follows as of the dates indicated:
(U.S. dollar amounts in thousands) |
June 30, 2010 |
December 31, 2009 |
||||||
Net unrealized gains (losses) on available-for-sale investment securities: |
||||||||
Fixed maturity securities |
$ | 39,030 | $ | 5,181 | ||||
Deferred income taxes |
(11,709 | ) | (1,554 | ) | ||||
Net unrealized investment gains (losses) |
$ | 27,321 | $ | 3,627 | ||||
The change in net unrealized gains (losses) on available-for-sale securities reported in accumulated other comprehensive income (loss) was as follows as of or for the periods indicated:
As of or for the three months ended June 30, |
||||||||
(U.S. dollar amounts in thousands) |
2010 | 2009 | ||||||
Beginning balance |
$ | 381 | $ | 20,727 | ||||
Cumulative effect of change in accounting |
| (865 | ) | |||||
Unrealized gains (losses) arising during the period: |
||||||||
Unrealized gains (losses) on investment securities |
38,612 | (21,833 | ) | |||||
Provision for deferred taxes |
(11,584 | ) | 6,782 | |||||
Change in unrealized investment gains (losses) |
27,028 | (15,051 | ) | |||||
Reclassification adjustments to net investment (gains) losses, net of taxes of $38 and $132 |
(88 | ) | (246 | ) | ||||
Ending balance |
$ | 27,321 | $ | 4,565 | ||||
8
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Six Months Ended June 30, 2010 and 2009
(Unaudited)
The change in net unrealized gains (losses) on available-for-sale securities reported in accumulated other comprehensive income (loss) was as follows as of or for the periods indicated:
As of or for the six months ended June 30, |
||||||||
(U.S. dollar amounts in thousands) |
2010 | 2009 | ||||||
Beginning balance |
$ | 3,627 | $ | 26,872 | ||||
Cumulative effect of change in accounting |
| (865 | ) | |||||
Unrealized gains (losses) arising during the period: |
||||||||
Unrealized gains (losses) on investment securities |
34,123 | (28,038 | ) | |||||
Provision for deferred taxes |
(10,237 | ) | 8,524 | |||||
Change in unrealized investment gains (losses) |
23,886 | (19,514 | ) | |||||
Reclassification adjustments to net investment (gains) losses, net of taxes of $82 and $1,038 |
(192 | ) | (1,928 | ) | ||||
Ending balance |
$ | 27,321 | $ | 4,565 | ||||
Fixed Maturity Securities
As of June 30, 2010, 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. |
$ | 252,138 | $ | 6,180 | $ | | $ | (92 | ) | $ | | $ | 258,226 | ||||||
CorporateU.S. |
110,434 | 161 | | (189 | ) | | 110,406 | ||||||||||||
Corporatenon-U.S. |
2,023,748 | 36,149 | | (5,943 | ) | | 2,053,954 | ||||||||||||
Residential mortgage-backed securities |
40,966 | | | | | 40,966 | |||||||||||||
Total available-for-sale securities |
$ | 2,427,286 | $ | 42,490 | $ | | $ | (6,224 | ) | $ | | $ | 2,463,552 | ||||||
As of December 31, 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. |
$ | 272,595 | $ | 2,469 | $ | | $ | (2,173 | ) | $ | | $ | 272,891 | ||||||
CorporateU.S. |
121,390 | 415 | | (466 | ) | | 121,339 | ||||||||||||
Corporatenon-U.S. |
2,030,869 | 20,826 | | (15,890 | ) | | 2,035,805 | ||||||||||||
Total available-for-sale securities |
$ | 2,424,854 | $ | 23,710 | $ | | $ | (18,529 | ) | $ | | $ | 2,430,035 | ||||||
9
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Six Months Ended June 30, 2010 and 2009
(Unaudited)
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 June 30, 2010:
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. |
$ | | $ | | | $ | 8,307 | $ | (92 | ) | 1 | |||||||
CorporateU.S. |
27,395 | (23 | ) | 3 | 10,372 | (166 | ) | 2 | ||||||||||
Corporatenon-U.S. |
77,906 | (1,996 | ) | 13 | 275,806 | (3,947 | ) | 23 | ||||||||||
Total for securities in an unrealized loss position |
$ | 105,301 | $ | (2,019 | ) | 16 | $ | 294,485 | $ | (4,205 | ) | 26 | ||||||
% Below costfixed maturity securities: |
||||||||||||||||||
<20% Below cost |
$ | 105,301 | $ | (2,019 | ) | 16 | $ | 293,846 | $ | (4,031 | ) | 25 | ||||||
20-50% Below cost |
| | | 639 | (174 | ) | 1 | |||||||||||
>50% Below cost |
| | | | | | ||||||||||||
Total for securities in an unrealized loss position |
$ | 105,301 | $ | (2,019 | ) | 16 | $ | 294,485 | $ | (4,205 | ) | 26 | ||||||
Investment grade |
$ | 105,301 | $ | (2,019 | ) | 16 | $ | 294,485 | $ | (4,205 | ) | 26 | ||||||
Below investment grade |
| | | | | | ||||||||||||
Total for securities in an unrealized loss position |
$ | 105,301 | $ | (2,019 | ) | 16 | $ | 294,485 | $ | (4,205 | ) | 26 | ||||||
The investment securities in an unrealized loss position as of June 30, 2010 consisted of 42 securities and accounted for unrealized losses of $6 million. Of these unrealized losses of $6 million, all were investment grade (rated AAA through BBB-) and 97% were less than 20% below cost. The fair value on securities less than 20% below cost has been impacted by credit spreads that have widened since acquisition and reflect uncertainty surrounding the extent and duration of government involvement in European and Australian financial institutions and potential capital restructuring of these institutions. In our examination of these securities, we considered all available evidence, including the issuers financial condition and current industry events to develop our conclusion on the amount and timing of the cash flows expected to be collected. Based on this evaluation, we determined that the unrealized losses on these securities represented temporary impairments as of June 30, 2010.
Despite the considerable analysis and rigor employed on our structured securities, it is at least reasonably possible that the underlying collateral of these investments will perform worse than current market expectations. Such events may lead to adverse changes in cash flows on our holdings and potential future write-downs within our portfolio. We expect our investments in corporate securities will continue to perform in accordance with our conclusions about the amount and timing of estimated cash flows. Although we do not anticipate such events, it is at least reasonably possible that issuers of our investments in corporate securities will perform worse than current expectations. Such events may lead us to recognize potential future write-downs within our portfolio of corporate securities.
10
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Six Months Ended June 30, 2010 and 2009
(Unaudited)
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 were in a continuous unrealized loss position, as of December 31, 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. |
$ | 137,755 | $ | (2,173 | ) | 7 | $ | | $ | | | |||||||
CorporateU.S. |
| | | 21,937 | (466 | ) | 4 | |||||||||||
Corporatenon-U.S. |
777,557 | (13,441 | ) | 59 | 75,754 | (2,449 | ) | 15 | ||||||||||
Total for securities in an unrealized loss position |
$ | 915,312 | $ | (15,614 | ) | 66 | $ | 97,691 | $ | (2,915 | ) | 19 | ||||||
% Below costfixed maturity securities: |
||||||||||||||||||
<20% Below cost |
$ | 915,312 | $ | (15,614 | ) | 66 | $ | 97,691 | $ | (2,915 | ) | 19 | ||||||
20-50% Below cost |
| | | | | | ||||||||||||
>50% Below cost |
| | | | | | ||||||||||||
Total for securities in an unrealized loss position |
$ | 915,312 | $ | (15,614 | ) | 66 | $ | 97,691 | $ | (2,915 | ) | 19 | ||||||
Investment grade |
$ | 915,312 | $ | (15,614 | ) | 66 | $ | 97,691 | $ | (2,915 | ) | 19 | ||||||
Below investment grade |
| | | | | | ||||||||||||
Total for securities in an unrealized loss position |
$ | 915,312 | $ | (15,614 | ) | 66 | $ | 97,691 | $ | (2,915 | ) | 19 | ||||||
The scheduled maturity distribution of fixed maturity securities as of June 30, 2010 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 |
$ | 358,329 | $ | 359,574 | ||
Due after one year through five years |
1,570,507 | 1,593,651 | ||||
Due after five years through ten years |
439,825 | 450,709 | ||||
Due after ten years |
17,659 | 18,652 | ||||
Subtotal |
2,386,320 | 2,422,586 | ||||
Residential mortgage-backed securities |
40,966 | 40,966 | ||||
Total |
$ | 2,427,286 | $ | 2,463,552 | ||
As of June 30, 2010, $90 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 June 30, 2010, securities issued by finance and insurance industry groups and foreign state government represented approximately 25% and 43%, respectively, of the corporate fixed maturity securities portfolio held by the Company.
11
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Six Months Ended June 30, 2010 and 2009
(Unaudited)
As of June 30, 2010, the Company held $372 million in corporate fixed maturity securities issued by the New South Wales Treasury Corporation, which comprised of 24% of total stockholders equity. Additionally, the Company held $332 million in corporate fixed maturity securities issued by Queensland Treasury Corp, which comprised 22% of total stockholders equity. No other single issuer exceeded 10% of total stockholders equity.
(4) Fair Value Measurements
Recurring Fair Value Measurements
We have fixed maturity securities which are carried at fair value. Below is a description of the valuation techniques and inputs used to determine fair value by class of instrument.
Fixed maturity securities
The valuations of fixed maturity securities are determined using a market approach, income approach or a combination of the market and income approach depending on the type of instrument and availability of information.
We utilize certain third-party data providers when determining fair value. We consider information obtained from third-party pricing services as well as third-party broker provided prices, or broker quotes, in our determination of fair value. Additionally, we utilize internal models to determine the valuation of securities using an income approach where the inputs are based on third-party provided market inputs. While we consider the valuations provided by third-party pricing services and broker quotes, management determines the fair value of our investment securities after considering all relevant and available information. We also obtain an understanding of the valuation methodologies and procedures used by third-party data providers to ensure sufficient understanding to evaluate the valuation data received and determine the appropriate fair value.
In general, we first obtain valuations from pricing services. If a price is not supplied by a pricing service, we will typically seek a broker quote. For certain private fixed maturity securities where we do not obtain valuations from pricing services, we utilize an internal model to determine fair value since transactions for identical securities are not readily observable and these securities are not typically valued by pricing services. For all securities, excluding certain private fixed maturity securities, if neither a pricing service nor broker quote valuation is available, we determine fair value using internal models.
For pricing services, we obtain an understanding of the pricing methodologies and procedures for each type of instrument. In general, a pricing service does not provide a price for a security if sufficient information is not readily available to determine fair value or if such security is not in the specific sector or class covered by a particular pricing service. Given our understanding of the pricing methodologies and procedures of pricing services, the securities valued by pricing services are typically classified as Level 2 unless we determine the valuation process for a security or group of securities utilizes significant unobservable inputs.
For private fixed maturity securities, we utilize an internal model to determine fair value and utilize public bond spreads by sector, rating and maturity to develop the market rate that would be utilized for a similar public bond. We then add an additional premium to the public bond spread to adjust for the liquidity and other features of our private placements. We utilize the estimated market yield to discount the expected cash flows of the security to determine fair value. We assign each security an internal rating to determine appropriate public bond spread that should be utilized in the valuation. While we generally consider the public bond spreads by sector and maturity to be observable inputs, we evaluate the similarities of our private placement with the public bonds to determine whether the spreads utilized would be considered observable inputs for the private placement being valued. To determine the significance of unobservable inputs, we calculate the impact on the valuation from the unobservable input and will classify a security as Level 3 when the impact on the valuation exceeds 10%.
For remaining securities priced using internal models, we maximize the use of observable inputs but typically utilize significant unobservable inputs to determine fair value. Accordingly, the valuations are typically classified as Level 3.
12
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Six Months Ended June 30, 2010 and 2009
(Unaudited)
The following table summarizes the primary sources considered when determining fair value of each class of fixed maturity securities as of June 30, 2010.
(U.S. dollar amounts in thousands) |
Total | Level 1 | Level 2 | Level 3 | ||||||||
Governmentnon-U.S.: |
||||||||||||
Pricing services |
$ | 257,486 | $ | | $ | 257,486 | $ | | ||||
Internal models |
740 | | | 740 | ||||||||
Total governmentnon-U.S. |
258,226 | | 257,486 | 740 | ||||||||
CorporateU.S.: |
||||||||||||
Pricing services |
110,406 | | 110,406 | | ||||||||
Total U.S. corporate |
110,406 | | 110,406 | | ||||||||
Corporatenon-U.S.: |
||||||||||||
Pricing services |
2,053,954 | | 2,053,954 | | ||||||||
Total corporatenon-U.S. |
2,053,954 | | 2,053,954 | | ||||||||
Residential mortgage-backed securities: |
||||||||||||
Internal models |
40,966 | | 40,966 | | ||||||||
Total residential mortgage-backed |
40,966 | | 40,966 | | ||||||||
Total fixed maturity securities |
$ | 2,463,552 | $ | | $ | 2,462,812 | $ | 740 | ||||
13
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Six Months Ended June 30, 2010 and 2009
(Unaudited)
The following tables set forth our assets that are measured at fair value on a recurring basis as of the dates indicated:
June 30, 2010 | ||||||||||||
(U.S. dollar amounts in thousands) |
Total | Level 1 | Level 2 | Level 3 | ||||||||
Assets |
||||||||||||
Investments: |
||||||||||||
Fixed maturity securities: |
||||||||||||
Governmentnon-U.S. |
$ | 258,226 | $ | | $ | 257,486 | $ | 740 | ||||
U.S. corporate |
110,406 | | 110,406 | | ||||||||
Corporatenon-U.S. |
2,053,954 | | 2,053,954 | | ||||||||
Residential mortgage-backed securities |
40,966 | | 40,966 | | ||||||||
Total fixed maturity securities |
$ | 2,463,552 | $ | | $ | 2,462,812 | $ | 740 | ||||
December 31, 2009 | ||||||||||||
(U.S. dollar amounts in thousands) |
Total | Level 1 | Level 2 | Level 3 | ||||||||
Assets |
||||||||||||
Investments: |
||||||||||||
Fixed maturity securities: |
||||||||||||
Governmentnon-U.S. |
$ | 272,891 | $ | | $ | 272,113 | $ | 778 | ||||
U.S. corporate |
121,339 | | 121,339 | | ||||||||
Corporatenon-U.S. |
2,035,805 | | 2,034,443 | 1,362 | ||||||||
Total fixed maturity securities |
$ | 2,430,035 | $ | | $ | 2,427,895 | $ | 2,140 | ||||
14
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Six Months Ended June 30, 2010 and 2009
(Unaudited)
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 April 1, 2010 |
Included in net income |
Included in OCI |
Purchases, sales issuances and settlements, net |
Transfer in Level 3 |
Transfer out of Level 3 (1) |
Ending balance as of June 30, 2010 |
Total gains (losses) included in net income attributable to assets still held | ||||||||||||||||||
Fixed maturity securities: |
||||||||||||||||||||||||||
Governmentnon-U.S. |
$ | 763 | $ | | $ | (23 | ) | $ | | $ | | $ | | $ | 740 | $ | | |||||||||
Corporatenon-U.S. |
| | | | | | | | ||||||||||||||||||
Residential mortgage-backed securities |
44,516 | | | | | (44,516 | ) | | | |||||||||||||||||
Total Level 3 assets |
$ | 45,279 | $ | | $ | (23 | ) | $ | | $ | | $ | (44,516 | ) | $ | 740 | $ | | ||||||||
| ||||||||||||||||||||||||||
(1) The transfer out of Level 3 resulted from a change in the observability of inputs used to determine fair value. |
Total realized and unrealized gains (losses) |
|||||||||||||||||||||||||
(U.S. dollar amounts in thousands) |
Beginning balance as of April 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 June 30, 2009 |
Total gains (losses) included in net income attributable to assets still held | |||||||||||||||||
Fixed maturity securities: |
|||||||||||||||||||||||||
Corporatenon-U.S. |
$ | | $ | 623 | $ | (99 | ) | $ | | $ | 4,033 | $ | | $ | 4,557 | $ | 623 | ||||||||
Total Level 3 assets |
$ | | $ | 623 | $ | (99 | ) | $ | | $ | 4,033 | $ | | $ | 4,557 | $ | 623 | ||||||||
Total realized and unrealized gains (losses) |
||||||||||||||||||||||||||
(U.S. dollar amounts in thousands) |
Beginning balance as of January 1, 2010 |
Included in net income |
Included in OCI |
Purchases, sales issuances and settlements, net |
Transfer in Level 3 |
Transfer out of Level 3 (1) |
Ending balance as of June 30, 2010 |
Total gains (losses) included in net income attributable to assets still held | ||||||||||||||||||
Fixed maturity securities: |
||||||||||||||||||||||||||
Governmentnon-U.S. |
$ | 778 | $ | | $ | (38 | ) | $ | | $ | | $ | | $ | 740 | $ | | |||||||||
Corporatenon-U.S. |
1,362 | | | | | (1,362 | ) | | | |||||||||||||||||
Residential mortgage-backed securities |
| | | 44,516 | | (44,516 | ) | | | |||||||||||||||||
Total Level 3 assets |
$ | 2,140 | $ | | $ | (38 | ) | $ | 44,516 | $ | | $ | (45,878 | ) | $ | 740 | $ | | ||||||||
| ||||||||||||||||||||||||||
(1) The transfer out of Level 3 was primarily related to residential mortgage-backed securities and private fixed corporatenon U.S. securities and resulted from a change in the observability of inputs used to determine fair value. |
15
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Six Months Ended June 30, 2010 and 2009
(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 June 30, 2009 |
Total gains (losses) included in net income attributable to assets still held | |||||||||||||||||
Fixed maturity securities: |
|||||||||||||||||||||||||
Corporatenon-U.S. |
$ | | $ | 613 | $ | (111 | ) | $ | | $ | 4,055 | | $ | 4,557 | $ | 613 | |||||||||
Total Level 3 assets |
$ | | $ | 613 | $ | (111 | ) | $ | | $ | 4,055 | $ | | $ | 4,557 | $ | 613 | ||||||||
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).
16
Genworth Financial Mortgage Insurance Pty Limited
Notes to Condensed Consolidated Financial Statements(Continued)
Six Months Ended June 30, 2010 and 2009
(Unaudited)
(6) Securitization Entities
Part of the Companys product offering includes portfolio credit enhancement policies to Australian regulated lenders that have originated housing loans for securitization in the Australian, European and U.S. markets. Portfolio mortgage insurance serves as an important form of credit enhancement for the Australian securitization market and the Companys portfolio credit enhancement coverage is generally purchased for low loan-to-value, seasoned loans written by regulated institutions.
As of June 30, 2010 and December 31, 2009, the Company had a maximum exposure to loss from the provision of portfolio credit enhancement to securitization trusts sponsored by third parties of $158 million and $177 million, respectively. The exchange rate for calculating the maximum exposure to loss of translating the Australian dollar into the U.S. dollar as of June 30, 2010 and December 31, 2009 was $0.84 and $0.90, respectively. This exposure was calculated based on the expectation of a 1 in 250 year event. The Company has applied the Australian Prudential Regulation Authority (APRA) stress scenario to calculate this exposure. The Company holds sufficient capital resources to meet this obligation were it to occur.
(7) Statutory Accounting
Genworth Mortgage prepares financial statements for its regulator, 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 were as follows as of and for the year ended December 31:
(U.S. dollar amounts in thousands) |
2009 | ||
APRA net income after tax |
$ | 132,449 | |
APRA capital base |
$ | 1,794,029 | |
APRA minimum capital requirement |
$ | 1,368,170 | |
APRA solvency ratio |
1.31 |
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 June 30, 2010, the APRA solvency ratio was 1.58.
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