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8-K - 8-K - PROTECTIVE LIFE CORPa11-7991_18k.htm
EX-23.1 - EX-23.1 - PROTECTIVE LIFE CORPa11-7991_1ex23d1.htm
EX-99.1 - EX-99.1 - PROTECTIVE LIFE CORPa11-7991_1ex99d1.htm

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

On December 31, 2010, Protective Life Insurance Company (“Protective Life”), a wholly-owned subsidiary of Protective Life Corporation (“Protective”, “we”, or “our”) completed the acquisition of United Investors Life Insurance Company (“United Investors”) from Torchmark Corporation (“Torchmark”, or the “Seller”).

 

The following unaudited pro forma condensed combined financial information of Protective gives effect to the acquisition as if it had been completed as of January 1, 2009 with respect to the pro forma results of operations data, and as of September 30, 2010, with respect to the balance sheet data. We have adjusted the historical consolidated financial information to give effect to pro forma events that are (1) directly attributable to financing of the acquisition, (2) factually supportable, and (3) with respect to the statements of income, expected to have continuing impact on the combined results.

 

The unaudited pro forma condensed combined financial information below should be read in conjunction with the notes thereto and (1) our unaudited financial statements for the three and nine months ended September 30, 2010 in our Quarterly Report on Form 10-Q, and our audited consolidated financial statements for the year ended December 31, 2009 included in our Annual Report on Form 10-K, as well as (2) the United Investors unaudited interim financial statements for the nine-month period ended September 30, 2010, and its audited financial statements for the years ended December 31, 2009 and 2008, included herein.

 

The acquisition was accounted for under the acquisition method of accounting. Under this method of accounting, the acquired net assets of United Investors were recorded based upon the estimated fair values of the United Investors’ assets and liabilities at the date of completion of the acquisition.  If the purchase price had exceeded the fair value of the acquired net assets the excess purchase price would have been recorded as goodwill.  The transaction did not result in goodwill being recognized. The unaudited pro forma condensed combined financial information includes adjustments, which are based upon preliminary estimates, to reflect the estimated fair value of all identifiable assets and liabilities of United Investors as of September 30, 2010.  The purchase price consisted of cash consideration of $342.9 million paid as of the closing date, and additional consideration estimated to be approximately $21.2 million which will be paid to Torchmark subsequent to the closing date.  Final adjustments of the estimated fair value of all identifiable assets and liabilities were made based upon settlement of the purchase price (including consideration subject to purchase price adjustments) and the fair value of the acquired net assets and liabilities of United Investors from the date of the completion of the acquisition through the financial reporting process for the year ended December 31, 2010.

 

The following unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the acquisition been completed on the dates indicated above. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the resulting company. This information does not give effect to (1) our results of operations or other transactions or developments since September 30, 2010, (2) the impact of possible revenue enhancements, expense efficiencies or synergies expected to result from the acquisition, (3) the future acquisition-related costs estimated to integrate United Investors’ operations into Protective’s operations and (4) the effects of transactions or developments that may occur subsequent to the acquisition. The foregoing matters could cause both Protective’s historical pro forma financial position and results of operations, and Protective’s actual future financial position and results of operations, to differ materially from those presented in the following unaudited pro forma condensed combined financial information.

 



 

Unaudited Pro Forma Condensed Combined Balance Sheet

(Dollars in Thousands)

 

As of September 30, 2010

 

 

 

Protective Life
 Corporation

 

United
Investors Life
Insurance
Company

 

Pro forma
Reinsurance
Adjustments

 

Pro forma
Post
Reinsurance
Adjustment

 

Pro forma
Acquisition
Adjustments

 

Pro forma
 Combined

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities, at market

 

$

24,838,626

 

$

890,470

 

$

(140,273

)

$

25,588,823

 

$

(404,090

)(a)

$

25,184,733

 

Equity securities, at market

 

335,151

 

188,212

 

(188,212

)

335,151

 

 

335,151

 

Mortgage loans

 

4,884,102

 

 

 

4,884,102

 

 

4,884,102

 

Investment real estate, net of accumulated depreciation

 

24,669

 

 

 

24,669

 

 

24,669

 

Policy loans

 

767,214

 

33,905

 

(353

)

800,766

 

 

800,766

 

Other long-term investments

 

256,093

 

58,141

 

 

314,234

 

 

314,234

 

Short-term investments

 

483,698

 

10,383

 

 

494,081

 

61,200

(b)

555,281

 

Total investments

 

31,589,553

 

1,181,111

 

(328,838

)

32,441,826

 

(342,890

)

32,098,936

 

Cash

 

151,340

 

2,202

 

 

153,542

 

 

153,542

 

Accrued investment income

 

320,668

 

18,466

 

(5,743

)

333,391

 

 

333,391

 

Accounts and premiums receivable, net of allowance for uncollectible amounts

 

65,948

 

838,822

 

(832,299

)

72,471

 

 

72,471

 

Reinsurance receivables

 

5,563,824

 

3,448

 

43,055

 

5,610,327

 

 

5,610,327

 

Deferred policy acquisition costs and value of business acquired

 

3,642,484

 

167,957

 

(58,891

)

3,751,550

 

(61,090

)(c)

3,690,460

 

Goodwill

 

115,532

 

26,628

 

 

142,160

 

(26,628

)(d)

115,532

 

Property and equipment, net of accumulated depreciation

 

37,722

 

 

 

37,722

 

 

37,722

 

Other assets

 

207,198

 

2,153

 

(2,163

)

207,188

 

 

207,188

 

Income tax receivable

 

2,438

 

 

 

2,438

 

 

2,438

 

Assets related to separate accounts

 

4,235,607

 

731,904

 

 

4,967,511

 

 

4,967,511

 

Total Assets

 

$

45,932,314

 

$

2,972,691

 

$

(1,184,879

)

$

47,720,126

 

$

(430,608

)

$

47,289,518

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Policy liabilities and accruals

 

$

19,129,506

 

$

441,976

 

$

(16,773

)

$

19,554,709

 

$

35,631

(e)

$

19,590,340

 

Stable value product account balances

 

3,105,822

 

 

 

3,105,822

 

 

3,105,822

 

Annuity account balances

 

10,451,322

 

965,350

 

(831,496

)

10,585,176

 

 

10,585,176

 

Other policyholders’ funds

 

577,275

 

 

 

577,275

 

 

577,275

 

Other liabilities

 

1,115,755

 

6,432

 

(386

)

1,121,801

 

 

1,121,801

 

Mortgage loan backed certificates

 

74,324

 

 

 

74,324

 

 

74,324

 

Deferred income taxes

 

1,113,532

 

115,046

 

(74,155

)

1,154,423

 

(17,790

)(f)

1,136,633

 

Non-recourse funding obligations

 

548,000

 

 

 

548,000

 

 

548,000

 

Long-term debt

 

1,485,852

 

 

 

1,485,852

 

 

1,485,852

 

Subordinated debt securities

 

524,743

 

 

 

524,743

 

 

524,743

 

Liabilities related to separate accounts

 

4,235,607

 

731,904

 

 

4,967,511

 

 

4,967,511

 

Total liabilities

 

42,361,738

 

2,260,708

 

(922,810

)

43,699,636

 

17,841

 

43,717,477

 

Shareowners’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

 

 

 

 

 

Common Stock

 

44,388

 

3,000

 

 

47,388

 

(3,000

)(g)

44,388

 

Additional paid-in-capital

 

584,865

 

352,196

 

 

937,061

 

(352,196

)(g)

584,865

 

Treasury stock, at cost

 

(26,101

)

 

 

(26,101

)

 

(26,101

)

Retained earnings

 

2,366,276

 

332,793

 

(271,116

)

2,427,953

 

(60,212

)(g)

2,367,741

 

Accumulated other comprehensive income (loss):

 

601,964

 

23,994

 

9,047

 

635,005

 

(33,041

)(g)

601,964

 

Total Protective Life Corporation’s shareowners’ equity

 

3,571,392

 

711,983

 

(262,069

)

4,021,306

 

(448,449

)

3,572,857

 

Noncontrolling interest

 

(816

)

 

 

(816

)

 

(816

)

Total equity

 

3,570,576

 

711,983

 

(262,069

)

4,020,490

 

(448,449

)

3,572,041

 

Total liabilities and shareowners’ equity

 

$

45,932,314

 

$

2,972,691

 

$

(1,184,879

)

$

47,720,126

 

$

(430,608

)

$

47,289,518

 

 

See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

 



 

Unaudited Pro Forma Condensed Combined Statements of Income

(Dollars in Thousands, Except Per Share Amounts)

 

Nine Months Ended September 30, 2010

 

 

 

Protective
Life
Corporation

 

United
Investors
Life
Insurance
Company

 

Pro forma
Reinsurance
Adjustments

 

Pro forma
Post
Reinsurance
Adjustment

 

Pro forma
Acquisition
Adjustments

 

Pro forma
Combined

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums and policy fees

 

$

1,948,278

 

$

66,008

 

$

 

$

2,014,286

 

$

 

$

2,014,286

 

Reinsurance ceded

 

(1,019,598

)

 

(10,810

)

(1,030,408

)

 

(1,030,408

)

Net of reinsurance ceded

 

928,680

 

66,008

 

(10,810

)

983,878

 

 

983,878

 

Net investment income

 

1,264,045

 

50,320

 

(18,042

)

1,296,323

 

$

(15,728

)(h)

1,280,595

 

Realized investment gains (losses):

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

(236,994

)

73,989

 

(73,989

)

(236,994

)

 

(236,994

)

All other investments

 

226,390

 

2,264

 

 

228,654

 

 

228,654

 

Other-than-temporary impairment losses

 

(71,437

)

 

 

(71,437

)

 

(71,437

)

Portion of loss recognized in other comprehensive income (before taxes)

 

35,155

 

 

 

35,155

 

 

35,155

 

Net impairment losses recognized in earnings

 

(36,282

)

 

 

(36,282

)

 

(36,282

)

Other income

 

161,134

 

39,801

 

(37,363

)

163,572

 

 

163,572

 

Total revenues

 

2,306,973

 

232,382

 

(140,204

)

2,399,151

 

(15,728

)

2,383,423

 

Benefits and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefits and settlement expenses, net of reinsurance ceded:

 

1,582,233

 

77,412

 

(32,838

)

1,626,807

 

 

 

1,626,807

 

Amortization of deferred policy acquisition costs and value of business acquired

 

146,761

 

17,660

 

(6,253

)

158,168

 

(8,105

)(j)

150,063

 

Other operating expenses, net of reinsurance ceded:

 

305,246

 

6,350

 

(2,174

)

309,422

 

 

309,422

 

Total benefits and expenses

 

2,034,240

 

101,422

 

(41,265

)

2,094,397

 

(8,105

)

2,086,292

 

Income before income tax

 

272,733

 

130,960

 

(98,939

)

304,754

 

(7,623

)

297,131

 

Income tax expense

 

91,412

 

41,884

 

(31,328

)

101,968

 

(2,668

)

99,300

 

Net income

 

181,321

 

89,076

 

(67,611

)

202,786

 

(4,955

)

197,831

 

Less: Net income (loss) attributable to noncontrolling interests

 

(277

)

 

 

(277

)

 

(277

)

Net income available to PLC’s common shareowners(1)

 

$

181,598

 

$

89,076

 

$

(67,611

)

$

203,063

 

$

(4,955

)

$

198,108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to PLC’s common shareowners - basic

 

$

2.10

 

 

 

 

 

 

 

 

 

$

2.29

 

Net income available to PLC’s common shareowners - diluted

 

$

2.07

 

 

 

 

 

 

 

 

 

$

2.26

 

Cash dividends paid per share

 

$

0.40

 

 

 

 

 

 

 

 

 

$

0.40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average shares outstanding - basic

 

86,555,761

 

 

 

 

 

 

 

 

 

86,555,761

 

Average shares outstanding - diluted

 

87,640,221

 

 

 

 

 

 

 

 

 

87,640,221

 

 


(1) Protective Life Corporation (“PLC”)

 

See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

 



 

Unaudited Pro Forma Condensed Combined Statements of Income

(Dollars in Thousands, Except Per Share Amounts)

 

For The Year Ended December 31, 2009

 

 

 

Protective
Life
Corporation

 

United
Investors
Life
Insurance
Company

 

Pro forma
Reinsurance
Adjustments

 

Pro forma
Post
Reinsurance
Adjustment

 

Pro forma
Acquisition
Adjustments

 

Pro forma
Combined

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums and policy fees

 

$

2,689,699

 

$

92,546

 

$

 

$

2,782,245

 

$

 

$

2,782,245

 

Reinsurance ceded

 

(1,527,053

)

 

 

$

(15,452

)

(1,542,505

)

 

(1,542,505

)

Net of reinsurance ceded

 

1,162,646

 

92,546

 

(15,452

)

1,239,740

 

 

1,239,740

 

Net investment income

 

1,665,036

 

66,838

 

(24,463

)

1,707,411

 

$

(20,186

)(i)

1,687,225

 

Realized investment gains (losses):

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

(177,953

)

99,005

 

(99,005

)

(177,953

)

 

(177,953

)

All other investments

 

300,194

 

(12,167

)

 

288,027

 

 

288,027

 

Other-than-temporary impairment losses

 

(227,770

)

 

 

(227,770

)

 

(227,770

)

Portion of loss recognized in other comprehensive income (before taxes)

 

47,725

 

 

 

47,725

 

 

47,725

 

Net impairment losses recognized in earnings

 

(180,045

)

 

 

 

 

(180,045

)

 

(180,045

)

Other income

 

298,148

 

42,713

 

(42,691

)

298,170

 

 

298,170

 

Total revenues

 

3,068,026

 

288,935

 

(181,611

)

3,175,350

 

(20,186

)

3,155,164

 

Benefits and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefits and settlement expenses, net of reinsurance ceded:

 

1,977,979

 

104,945

 

(45,475

)

2,037,449

 

 

2,037,449

 

Amortization of deferred policy acquisition costs and value

 

 

 

 

 

 

 

 

 

 

 

 

of business acquired

 

345,569

 

19,095

 

(5,828

)

358,836

 

(8,369

)(j)

350,467

 

Other operating expenses, net of reinsurance ceded:

 

327,700

 

11,113

 

(4,643

)

334,170

 

 

334,170

 

Total benefits and expenses

 

2,651,248

 

135,153

 

(55,946

)

2,730,455

 

(8,369

)

2,722,086

 

Income before income tax

 

416,778

 

153,782

 

(125,665

)

444,895

 

(11,817

)

433,078

 

Income tax (benefit) expense

 

145,290

 

50,519

 

(41,303

)

154,506

 

(4,136

)

150,370

 

Net income

 

271,488

 

103,263

 

(84,362

)

290,389

 

(7,681

)

282,708

 

Less: Net income (loss) attributable to noncontrolling interests

 

 

 

 

 

 

 

Net income available to PLC’s common shareowners(1)

 

$

271,488

 

$

103,263

 

$

(84,362

)

$

290,389

 

$

(7,681

)

$

282,708

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to PLC’s common shareowners - basic

 

$

3.37

 

 

 

 

 

 

 

 

 

$

3.51

 

Net income available to PLC’s common shareowners - diluted

 

$

3.34

 

 

 

 

 

 

 

 

 

$

3.48

 

Cash dividends paid per share

 

$

0.48

 

 

 

 

 

 

 

 

 

$

0.48

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average shares outstanding - basic

 

80,488,694

 

 

 

 

 

 

 

 

 

80,488,694

 

Average shares outstanding - diluted

 

81,249,265

 

 

 

 

 

 

 

 

 

81,249,265

 

 


(1) Protective Life Corporation (“PLC”)

 

See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

 



 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL INFORMATION

 

Note 1 Reporting Reclassifications

 

Certain amounts in the historical financial statements of United Investors have been reclassified to conform to Protective’s historical financial statement presentation. While Protective and United Investors have each completed a preliminary review of their respective accounting and financial reporting policies as compared to those used by the other company, this review is ongoing and will continue throughout the financial reporting process for the year ended December 31, 2010. As such, additional reclassifications or pro forma adjustments may be identified.

 

Note 2 Purchase Price and Financing Considerations

 

For purposes of the pro forma condensed combined financial information, the aggregate purchase price for United Investors is approximately $342.9 million, which is equal to the estimated fair value of United Investors’ net assets as of September 30, 2010, as provided for the in the Stock Purchase Agreement (“the Agreement”). This purchase price was developed using an assumed closing date of September 30, 2010, with consideration of pre-closing dividends of approximately $305 million in the aggregate, and pre-closing reinsurance transactions reflected in the pro forma reinsurance adjustment column within the pro forma condensed combined financial information presented herein.

 

Estimated fair values and lives have been assigned to the acquired assets and liabilities assumed for the purposes of this unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information reflects Protective’s estimates of the fair value of the net assets of United Investors as of September 30, 2010.

 

Note 3 Pro Forma Adjustments

 

These pro forma adjustments are based on certain estimates and assumptions as of the date of the unaudited pro forma condensed combined financial information. The actual adjustments upon the consummation of the acquisition were based on a number of factors, including changes in the estimated fair value of net assets from September 30, 2010 to the effective date of the acquisition. Therefore, the actual adjustments were different from the adjustments made to prepare the unaudited pro forma condensed combined financial information.

 



 

Pro Forma Reinsurance Adjustments

 

Prior to closing, Torchmark recaptured certain annuity business that was previously ceded to United Investors.  In addition, Torchmark assumed certain life insurance business from United Investors.  The pro forma reinsurance adjustments represent the effects of the business being retained by Torchmark.  Additionally, an adjustment for pre-closing dividends of approximately $305 million is included in these adjustments.

 

Pro Forma Acquisition Adjustments

 

For purposes of the unaudited pro forma condensed combined balance sheet, the acquired assets and liabilities of United Investors have been adjusted to reflect their estimated fair values as of and for the periods presented.  Specific adjustments are as follows:

 

(a)          Represents the sale of fixed maturity investments of $342.9 million to fund the purchase of United Investors and a reclassification of fixed maturity investments of $61.2 million that mature within 12 months to short term investments.

(b)         Represents a reclassification of fixed maturity investments that mature within 12 months and are reclassified to short term investments.

(c)          To eliminate historic deferred policy acquisition costs and value of business acquired of United Investors of $109.1 million and to establish value of business acquired of $48.0 million.

(d)         To eliminate the historic goodwill of United Investors.

(e)          To adjust the policy liabilities of United Investors to reflect estimated fair value based on Protective’s nonperformance risk.

(f)            Adjustment to deferred income taxes to reflect the election of Internal Revenue Code 338(h)(10) election, whereby the purchase of Untied Investors is treated as an asset purchase for income tax purposes.

(g)         To eliminate the historic common stock, additional paid-in-capital, retained earnings and accumulated other comprehensive income of United Investors.

(h)         Represents the estimated reduction of investment income related to the sale of fixed maturity investments to fund the purchase of United Investors of $14.3 million and amortization of premium related to investments acquired of approximately $1.4 million.

(i)             Represents the estimated reduction of investment income related to the sale of fixed maturity investments to fund the purchase of United Investors of $18.2 million and amortization of premium related to investments acquired of approximately $1.9 million.

(j)             Represents the estimated change in amortization resulting from the adjustment described in (c) above.