Exhibit 99.1
Genworth Financial, Inc.
Unaudited Pro Forma Condensed Consolidated Financial Statements
The following unaudited pro forma condensed consolidated financial statements and related notes are presented to show the effects of the initial public offering (the Offering) of ordinary shares of Genworth Mortgage Insurance Australia Limited (Genworth Australia), an indirect subsidiary of Genworth Financial, Inc. (the Company or Genworth Financial), on the Companys historical condensed consolidated financial statements. The Offering was completed on May 21, 2014.
The pro forma condensed consolidated balance sheet is based on the assumption that the Offering was completed on March 31, 2014. The pro forma condensed consolidated statements of income for the three months ended March 31, 2014 and for the year ended December 31, 2013 are based on the assumption that the Offering was completed on January 1, 2013.
The unaudited pro forma condensed consolidated financial statements as of and for the periods presented do not purport to present what the Companys results of operations or financial position actually would have been had the Offering been completed on the dates noted above, or to project the Companys results of operations for any future periods. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances. Actual amounts could differ materially from these estimates. The pro forma results should be read in conjunction with the consolidated financial statements and notes thereto in the Companys Annual Report on Form 10-K for the year ended December 31, 2013 and Quarterly Report on Form 10-Q for the three months ended March 31, 2014.
After the initial public offering, the assets and liabilities of Genworth Australia will continue to be fully consolidated by Genworth Financial as the majority shareholder and there will be a component in equity for the noncontrolling interests share of Genworth Australia.
GENWORTH FINANCIAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of March 31, 2014
(Amounts in millions, except per share amounts)
Historical | Adjustments (a) | Pro Forma | ||||||||||
Assets |
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Investments: |
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Fixed maturity securities available-for-sale, at fair value |
$ | 60,244 | $ | | $ | 60,244 | ||||||
Equity securities available-for-sale, at fair value |
349 | | 349 | |||||||||
Commercial mortgage loans |
5,894 | | 5,894 | |||||||||
Restricted commercial mortgage loans related to securitization entities |
227 | | 227 | |||||||||
Policy loans |
1,438 | | 1,438 | |||||||||
Other invested assets |
1,875 | | 1,875 | |||||||||
Restricted other invested assets related to securitization entities, at fair value |
398 | | 398 | |||||||||
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Total investments |
70,425 | | 70,425 | |||||||||
Cash and cash equivalents |
4,360 | 511 | (b) | 4,871 | ||||||||
Accrued investment income |
752 | | 752 | |||||||||
Deferred acquisition costs |
5,177 | | 5,177 | |||||||||
Intangible assets |
327 | | 327 | |||||||||
Goodwill |
866 | | 866 | |||||||||
Reinsurance recoverable |
17,234 | | 17,234 | |||||||||
Other assets |
691 | | 691 | |||||||||
Separate account assets |
9,933 | | 9,933 | |||||||||
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Total assets |
$ | 109,765 | $ | 511 | $ | 110,276 | ||||||
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Liabilities and stockholders equity |
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Liabilities: |
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Future policy benefits |
$ | 34,076 | $ | | $ | 34,076 | ||||||
Policyholder account balances |
25,881 | | 25,881 | |||||||||
Liability for policy and contract claims |
7,156 | | 7,156 | |||||||||
Unearned premiums |
4,075 | | 4,075 | |||||||||
Other liabilities ($50 other liabilities related to securitization entities) |
3,777 | | 3,777 | |||||||||
Borrowings related to securitization entities ($79 at fair value) |
239 | | 239 | |||||||||
Non-recourse funding obligations |
2,030 | | 2,030 | |||||||||
Long-term borrowings |
5,150 | | 5,150 | |||||||||
Deferred tax liability |
714 | (5 | ) (c) | 709 | ||||||||
Separate account liabilities |
9,933 | | 9,933 | |||||||||
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Total liabilities |
93,031 | (5 | ) | 93,026 | ||||||||
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Commitments and contingencies |
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Stockholders equity: |
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Class A common stock, $0.001 par value; 1.5 billion shares authorized; 585 million shares issued and 496 million shares outstanding |
1 | | 1 | |||||||||
Additional paid-in capital |
12,124 | (133 | ) (d) | 11,991 | ||||||||
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Accumulated other comprehensive income (loss): |
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Net unrealized investment gains (losses): |
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Net unrealized investment gains (losses) on securities not other-than-temporarily impaired |
1,606 | (19 | ) (e) | 1,587 | ||||||||
Net unrealized investment gains (losses) on other-than-temporarily impaired securities |
18 | | 18 | |||||||||
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Net unrealized investment gains (losses) |
1,624 | (19 | ) (e) | 1,605 | ||||||||
Derivatives qualifying as hedges |
1,538 | | 1,538 | |||||||||
Foreign currency translation and other adjustments |
321 | (32 | ) (f) | 289 | ||||||||
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Total accumulated other comprehensive income (loss) |
3,483 | (51 | ) | 3,432 | ||||||||
Retained earnings |
2,607 | | 2,607 | |||||||||
Treasury stock, at cost (88 million shares) |
(2,700 | ) | | (2,700 | ) | |||||||
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Total Genworth Financial, Inc.s stockholders equity |
15,515 | (184 | ) | 15,331 | ||||||||
Noncontrolling interests |
1,219 | 700 | (g) | 1,919 | ||||||||
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Total stockholders equity |
16,734 | 516 | 17,250 | |||||||||
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Total liabilities and stockholders equity |
$ | 109,765 | $ | 511 | $ | 110,276 | ||||||
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See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
2
GENWORTH FINANCIAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the Three Months Ended March 31, 2014
(Amounts in millions, except per share amounts)
Historical | Adjustments (a) | Pro Forma | ||||||||||
Revenues: |
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Premiums |
$ | 1,307 | $ | | $ | 1,307 | ||||||
Net investment income |
805 | | 805 | |||||||||
Net investment gains (losses) |
(17 | ) | | (17 | ) | |||||||
Insurance and investment product fees and other |
227 | | 227 | |||||||||
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Total revenues |
2,322 | | 2,322 | |||||||||
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Benefits and expenses: |
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Benefits and other changes in policy reserves |
1,194 | | 1,194 | |||||||||
Interest credited |
183 | | 183 | |||||||||
Acquisition and operating expenses, net of deferrals |
378 | | 378 | |||||||||
Amortization of deferred acquisition costs and intangibles |
134 | | 134 | |||||||||
Interest expense |
127 | | 127 | |||||||||
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Total benefits and expenses |
2,016 | | 2,016 | |||||||||
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Income before income taxes |
306 | | 306 | |||||||||
Provision for income taxes |
87 | 4 | (h) | 91 | ||||||||
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Net income |
219 | (4 | ) | 215 | ||||||||
Less: net income attributable to noncontrolling interests |
35 | 21 | (i) | 56 | ||||||||
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Net income available to Genworth Financial, Inc.s common stockholders |
$ | 184 | $ | (25 | ) | $ | 159 | |||||
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Net income available to Genworth Financial, Inc.s common stockholders per common share: |
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Basic |
$ | 0.37 | $ | (0.05 | ) | $ | 0.32 | |||||
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Diluted |
$ | 0.37 | $ | (0.05 | ) | $ | 0.32 | |||||
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Weighted-average common shares outstanding: |
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Basic |
495.8 | 495.8 | 495.8 | |||||||||
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Diluted |
502.7 | 502.7 | 502.7 | |||||||||
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See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
3
GENWORTH FINANCIAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the Year Ended December 31, 2013
(Amounts in millions, except per share amounts)
Historical | Adjustments (a) | Pro Forma | ||||||||||
Revenues: |
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Premiums |
$ | 5,148 | $ | | $ | 5,148 | ||||||
Net investment income |
3,271 | | 3,271 | |||||||||
Net investment gains (losses) |
(37 | ) | | (37 | ) | |||||||
Insurance and investment product fees and other |
1,021 | | 1,021 | |||||||||
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Total revenues |
9,403 | | 9,403 | |||||||||
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Benefits and expenses: |
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Benefits and other changes in policy reserves |
4,895 | | 4,895 | |||||||||
Interest credited |
738 | | 738 | |||||||||
Acquisition and operating expenses, net of deferrals |
1,659 | | 1,659 | |||||||||
Amortization of deferred acquisition costs and intangibles |
569 | | 569 | |||||||||
Interest expense |
492 | | 492 | |||||||||
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Total benefits and expenses |
8,353 | | 8,353 | |||||||||
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Income from continuing operations before income taxes |
1,050 | | 1,050 | |||||||||
Provision for income taxes |
324 | 51 | (j) | 375 | ||||||||
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Income from continuing operations |
726 | (51 | ) | 675 | ||||||||
Loss from discontinued operations, net of taxes |
(12 | ) | | (12 | ) | |||||||
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Net income |
714 | (51 | ) | 663 | ||||||||
Less: net income attributable to noncontrolling interests |
154 | 72 | (k) | 226 | ||||||||
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Net income available to Genworth Financial, Inc.s common stockholders |
$ | 560 | $ | (123 | ) | $ | 437 | |||||
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Income from continuing operations available to Genworth Financial, Inc.s common stockholders per common share: |
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Basic |
$ | 1.16 | $ | (0.25 | ) | $ | 0.91 | |||||
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Diluted |
$ | 1.15 | $ | (0.25 | ) | $ | 0.90 | |||||
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Net income available to Genworth Financial, Inc.s common stockholders per common share: |
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Basic |
$ | 1.13 | $ | (0.24 | ) | $ | 0.89 | |||||
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Diluted |
$ | 1.12 | $ | (0.24 | ) | $ | 0.88 | |||||
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Weighted-average common shares outstanding: |
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Basic |
493.6 | 493.6 | 493.6 | |||||||||
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Diluted |
498.7 | 498.7 | 498.7 | |||||||||
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See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
4
Genworth Financial, Inc.
Notes to Unaudited Pro Forma
Condensed Consolidated Financial Statements
(a) Adjustments reflect the impact from the Offering of 220,000,000 ordinary shares (the Shares) by Genworth Australia, an indirect subsidiary of the Company, which was completed on May 21, 2014. Following completion of the Offering, the Company beneficially owns approximately 66% of the ordinary shares of Genworth Australia.
Genworth Australia has designated 20,000,000 of the Shares as over-allocation shares that may be reacquired by Genworth Financial entities as a result of market stabilization activities (the Over-Allocation Shares). If all of the Over-Allocation Shares are reacquired, the Company will beneficially own approximately 69% of the ordinary shares of Genworth Australia. The unaudited pro forma condensed consolidated financial statements do not reflect the acquisition of any of the Over-Allocation Shares.
The net proceeds of the Offering will be used by Genworth Australia to repay certain intercompany funding arrangements with subsidiaries of Genworth Financial and those funds will then be distributed to Genworth. Based on an assumed exchange rate at March 31, 2014 of 0.9271 for the Australian dollar, the gross proceeds of the Offering (before payment of estimated fees and expenses) are presented herein as approximately $540 million, assuming no Over-Allocation Shares are reacquired by Genworth Financial entities as a result of market stabilization activities. If all 20,000,000 Over-Allocation Shares are reacquired by Genworth Financial entities as a result of market stabilization activities, the gross proceeds of the Offering (before payment of fees and expenses) are projected to be approximately $490 million, based on the same factors noted above. Fees and expenses in connection with the offering are currently estimated at approximately $30 million, using the same assumed exchange rate noted above.
(b) Adjustment reflects the net proceeds expected to be received by Genworth. If all of the Over-Allocation Shares are reacquired, net proceeds from the Offering would decrease by approximately $49 million for a net adjustment of $462 million. Proceeds are net of fees and expenses directly related to the Offering, including commissions and other items.
(c) Adjustment reflects a change in deferred taxes for the approximately 34% noncontrolling interest in Genworth Australia as our share of future income will be lower, resulting in lower utilization of net operating losses, net of foreign tax credit carryfowards. If all of the Over-Allocation Shares are reacquired, the noncontrolling interest in Genworth Australia would be approximately 31% and the adjustment would also be $(5) million.
(d) Adjustment reflects the difference between the net proceeds expected to be received by Genworth, adjustments to deferred taxes and accumulated other comprehensive income (loss) and the approximately 34% noncontrolling interest in Genworth Australia. If all of the Over-Allocation Shares are reacquired, the noncontrolling interest in Genworth Australia would be approximately 31% and the adjustment would be $(123) million.
(e) Adjustment reflects the approximately 34% noncontrolling interest in Genworth Australias net unrealized investment gains (losses). If all of the Over-Allocation Shares are reacquired, the noncontrolling interest in Genworth Australia would be approximately 31% and the adjustment would be $(17) million.
(f) Adjustment reflects the approximately 34% noncontrolling interest in Genworth Australias foreign currency translation and other adjustments. If all of the Over-Allocation Shares are reacquired, the noncontrolling interest in Genworth Australia would be approximately 31% and the adjustment would be $(29) million.
(g) Adjustment reflects the approximately 34% noncontrolling interest in Genworth Australia. If all of the Over-Allocation Shares are reacquired, the noncontrolling interest in Genworth Australia would be approximately 31% and the adjustment would be $636 million.
(h) Adjustment reflects an increase in the provision for income taxes from higher income taxes that would have resulted from the post-Offering ownership structure. For the full year ending December 31, 2014, we expect the tax rate in Australia to be between approximately 20% and approximately 25%, which could be higher than the 21% tax rate reflected in our 2013 reported results. This anticipated tax rate is based upon currently available information and numerous assumptions. The actual rate could differ materially from this estimate for a variety of reasons, including if any of our assumptions turn out to be incorrect. If all of the Over-Allocation Shares are reacquired, the noncontrolling interest in Genworth Australia would be approximately 31% and the adjustment would also be $4 million.
(i) Adjustment reflects the approximately 34% noncontrolling interest in Genworth Australias net income for the three months ended March 31, 2014. If all of the Over-Allocation Shares are reacquired, the noncontrolling interest in Genworth Australia would be approximately 31% and the adjustment would be $18 million.
(j) Adjustment reflects an increase in the provision for income taxes from higher income taxes that would have resulted from the post-Offering ownership structure. For the full year ending December 31, 2014, we expect the tax rate in Australia to be between approximately 20% and approximately 25%, which could be higher than the 21% tax rate reflected in our 2013 reported results. This anticipated tax rate is based upon currently available information and numerous assumptions. The actual rate could differ materially from this estimate for a variety of reasons, including if any of our assumptions turn out to be incorrect. If all of the Over-Allocation Shares are reacquired, the noncontrolling interest in Genworth Australia would be approximately 31% and the adjustment would be $52 million.
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(k) Adjustment reflects the approximately 34% noncontrolling interest in Genworth Australias net income for the year ended December 31, 2013. If all of the Over-Allocation Shares are reacquired, the noncontrolling interest in Genworth Australia would be approximately 31% and the adjustment would be $65 million.
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