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EX-99.1 - EX-99.1 - PROTECTIVE LIFE CORPa18-17071_1ex99d1.htm
8-K/A - 8-K/A - PROTECTIVE LIFE CORPa18-17071_18ka.htm

Exhibit 99.2

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

On May 1, 2018, The Lincoln National Life Insurance Company (“Lincoln Life”) completed its previously announced acquisition (the “Closing”) of Liberty Mutual Group Inc.’s (“Liberty”) Group Benefits Business (the “Group Business”) and Individual Life and Annuity Business (the “Life Business”) through the acquisition of all of the issued and outstanding capital stock of Liberty Life Assurance Company of Boston (the “Company”).

 

In connection with the Closing and pursuant to the Master Transaction Agreement, dated January 18, 2018 (the “Master Transaction Agreement”), previously reported in our Current Report on Form 8-K filed on January 23, 2018, Protective Life Insurance Company (“Protective Life”), a wholly owned subsidiary of Protective Life Corporation (“Protective”, “we”), and Protective Life and Annuity Insurance Company (“PLAIC”), a wholly-owned subsidiary of Protective Life, entered into reinsurance agreements (the “Reinsurance Agreements”) and related ancillary documents (including administrative services agreements and transition services agreements) providing for the reinsurance and administration of the Life Business, as defined.  The terms of the Reinsurance Agreement resulted in an acquisition of the Company’s Life Business by Protective, in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations.

 

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, 2017 with respect to the pro forma results of operations data, and as of December 31, 2017 with respect to the balance sheet. We have adjusted the historical consolidated financial information to give effect to pro forma events that are (1) directly attributable to closing the transaction, (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 audited consolidated financial statements for the year ended December 31, 2017 included in our Annual Report on Form 10-K, as well as (2) the audited abbreviated financial statements of the Life Business for the year ended December 31, 2017, included herein.

 

The abbreviated financial statements of the Life Business include the assets acquired and liabilities associated with the Company’s Life Business as well as all revenue and costs directly associated with the revenue producing activities of the Life Business, and exclude costs not directly involved in the revenue producing activity, such as corporate overhead and income taxes.  Accordingly, the abbreviated financial statements do not purport to present the financial position or operating results of the Company that would have resulted from the Life Business operating as a standalone, separate business.

 

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 December 31, 2017, (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  the Life Business 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 December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Protective Life
Corporation

 

Liberty Life
Individual
Business

 

Pro Forma
Adjustments

 

Pro Forma
Combined

 

Assets

 

 

 

 

 

 

 

 

 

Fixed maturities, at fair value

 

$

41,176,052

 

$

13,647,301

 

$

(364,607)

(a)

$

54,035,846

 

 

 

 

 

 

 

(422,900)

(d)

 

 

Fixed maturities, at amortized cost

 

2,718,904

 

 -

 

 

 

2,718,904

 

Equity securities, at fair value

 

754,360

 

2,396

 

(2,396)

(a)

754,360

 

Mortgage loans

 

6,817,723

 

834,606

 

(376,060)

(a)

7,276,867

 

 

 

 

 

 

 

598

(l)

 

 

Investment in real estate, net of accumulated depreciation

 

8,355

 

 -

 

 

 

8,355

 

Policy loans

 

1,615,615

 

131,155

 

 

 

1,746,770

 

Other long-term investments

 

915,595

 

95,789

 

(158)

(a)

1,011,226

 

Short-term investments

 

615,210

 

 -

 

 

 

615,210

 

Total investments

 

54,621,814

 

14,711,247

 

(1,165,523)

 

68,167,538

 

Cash and cash equivalents

 

252,310

 

448,105

 

110,000

(b)

 

 

 

 

 

 

 

 

(341,520)

(c)

468,895

 

Accrued investment income

 

491,802

 

150,180

 

(2,837)

(a)

639,145

 

 

 

 

 

 

 

 

 

 

 

Accounts and premiums receivable

 

124,934

 

2,408

 

 

 

127,342

 

Reinsurance receivables

 

5,075,698

 

324,537

 

(75,858)

(n)

5,254,969

 

 

 

 

 

 

 

(69,408)

(o)

 

 

Deferred policy acquisition costs and value of new business acquired

 

2,199,577

 

452,175

 

(224,554)

(e)

2,427,198

 

Goodwill

 

793,470

 

 -

 

 

 

793,470

 

Other intangibles, net of accumulated amortization

 

663,572

 

 -

 

 

 

663,572

 

Property and equipment, net of accumulated depreciation

 

111,417

 

 -

 

 

 

111,417

 

Other assets

 

227,357

 

23,878

 

(23,132)

(a)

228,103

 

Income tax receivable

 

76,543

 

 -

 

 

 

76,543

 

Assets related to separate accounts

 

 

 

 

 

 

 

 -

 

Variable annuity

 

13,956,071

 

5,840

 

(5,840)

(a)

13,956,071

 

Variable universal life

 

1,035,202

 

37,077

 

(37,077)

(a)

1,035,202

 

Pensions

 

 -

 

56,416

 

(56,416)

(a)

 -

 

Total Assets

 

79,629,767

 

16,211,863

 

(1,892,165)

 

93,949,465

 

Liabilities

 

 

 

 

 

 

 

 

 

Future policy benefits and claims

 

30,957,592

 

5,901,753

 

685,991

(f)

43,159,465

 

 

 

 

 

 

 

5,614,129

(k)

 

 

Unearned premiums

 

875,405

 

 -

 

52,233

(k)

927,638

 

Total policy liabilities and accruals

 

31,832,997

 

5,901,753

 

6,352,353

 

44,087,103

 

Policyholder account balances

 

 -

 

7,333,659

 

(7,333,659)

(k)

 -

 

Other policy claims and benefits payable

 

 -

 

41,478

 

(41,478)

(k)

 -

 

Stable value product account balances

 

4,698,371

 

 -

 

 

 

4,698,371

 

Annuity account balances

 

10,921,190

 

 -

 

1,708,775

(k)

12,629,965

 

Other policyholders’ funds

 

1,267,198

 

95,168

 

 

 

1,362,366

 

Other liabilities

 

2,353,565

 

145,424

 

6,225

(m)

2,505,214

 

Deferred income taxes

 

1,232,407

 

 -

 

 

 

1,232,407

 

Non-recourse funding obligations

 

2,747,477

 

 -

 

 

 

2,747,477

 

Secured financing liabilities

 

1,017,749

 

341,520

 

(341,520)

(c)

1,017,749

 

Debt

 

945,052

 

 -

 

110,000

(b)

1,055,052

 

Subordinated debt securities

 

495,289

 

 -

 

 

 

495,289

 

Liabilities related to separate accounts

 

 

 

 

 

 

 

 -

 

Variable annuity

 

13,956,071

 

5,840

 

(5,840)

(a)

13,956,071

 

Variable universal life

 

1,035,202

 

37,077

 

(37,077)

(a)

1,035,202

 

Liberty separate accounts

 

 -

 

56,416

 

(56,416)

(a)

 -

 

Total liabilities

 

72,502,568

 

13,958,335

 

361,363

 

86,822,266

 

Shareowner’s Equity

 

 

 

 

 

 

 

 

 

Common stock

 

 -

 

 -

 

 

 

 -

 

Additional paid-in-capital

 

5,554,059

 

 -

 

 

 

5,554,059

 

Retained earnings

 

1,560,444

 

 -

 

 

 

1,560,444

 

Accumulated other comprehensive income

 

 

 

 -

 

 

 

 -

 

Net unrealized gains (losses) on investments, net of tax

 

25,896

 

 -

 

 

 

25,896

 

Net unrealized losses relating to other-than- temporary impaired investments for which a portion has been recognized in earnings, net of income tax

 

(22)

 

 -

 

 

 

(22)

 

Accumulated loss - derivatives, net of income tax

 

747

 

 -

 

 

 

747

 

Postretirement benefits liability adjustment, net of income tax

 

(13,925)

 

 -

 

 

 

(13,925)

 

Net assets and liabilities

 

 -

 

2,253,528

 

 

 

0

 

 

 

 

 

 

 

(769,190)

(a)

 

 

 

 

 

 

 

 

(422,900)

(d)

 

 

 

 

 

 

 

 

(224,554)

(e)

 

 

 

 

 

 

 

 

(685,991)

(f)

 

 

 

 

 

 

 

 

598

(l)

 

 

 

 

 

 

 

 

(6,225)

(m)

 

 

 

 

 

 

 

 

(75,858)

(n)

 

 

 

 

 

 

 

 

(69,408)

(o)

 

 

Total shareowner’s equity

 

7,127,199

 

2,253,528

 

(2,253,528)

 

7,127,199

 

Total liabilities and shareowner’s equity

 

$

79,629,767

 

$

16,211,863

 

$

(1,892,165)

 

$

93,949,465

 

 



 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

(Dollars in Thousands)

 

 

 

Year Ended December 31, 2017

 

 

 

 

 

Protective Life

Corporation

 

Liberty Life

Individual

Business

 

Pro Forma

Adjustments

 

Pro Forma

Combined

 

Revenues

 

 

 

 

 

 

 

 

 

Premiums and policy fees

 

$

3,477,419

 

$

485,794

 

 

 

$

3,963,213

 

Reinsurance ceded

 

(1,360,735)

 

(93,561)

 

 

 

(1,454,296)

 

Net of reinsurance ceded

 

2,116,684

 

392,233

 

$

-     

 

2,508,917

 

Net investment income

 

2,051,588

 

624,217

 

(49,009)

(g)

2,626,796

 

Universal life and investment type product policy fees

 

 

 

104,506

 

 

 

104,506

 

Cost of insurance

 

 

 

80,690

 

 

 

80,690

 

Realized investment gains (losses):

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

(305,828)

 

-    

 

 

 

(305,828)

 

All other investments

 

121,428

 

51,435

 

 

 

172,863

 

Other-than-temporary impairment losses

 

(3,962)

 

(563)

 

 

 

(4,525)

 

Portion recognized in other comprehensive income (before taxes)

 

(7,780)

 

-    

 

 

 

(7,780)

 

Net impairment losses recognized in earnings

 

(11,742)

 

(563)

 

-     

 

(12,305)

 

Other income

 

446,662

 

31,956

 

 

 

478,618

 

Total revenues

 

4,418,792

 

1,284,474

 

(49,009)

 

5,654,257

 

Benefits and expenses

 

 

 

 

 

 

 

 

 

Benefits and settlement expenses, net of reinsurance ceded

 

2,957,270

 

698,609

 

(22,817)

(p)

3,633,062

 

Interest credited to policyholder account balances

 

 

 

236,628

 

 

 

236,628

 

Amortization of deferred policy acquisition costs and value of new business acquired

 

78,221

 

77,431

 

(62,864)

(h)

92,788

 

Policyholder dividends

 

 

 

5,030

 

 

 

5,030

 

Other operating expenses, net of reinsurance ceded

 

948,244

 

100,684

 

3,608

(i)

1,052,536

 

Total benefits and expenses

 

3,983,735

 

1,118,382

 

(82,073)

 

5,020,044

 

Income before income tax

 

435,057

 

166,092

 

33,064

 

634,213

 

Income tax (benefit) expense

 

(671,475)

 

-     

 

11,903

(j)

(659,572)

 

Net Income

 

$

1,106,532

 

$

166,092

 

$

21,161

 

$

1,293,785

 

 



 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL INFORMATION

 

Note 1 – Basis of Pro Forma Presentation

 

The unaudited pro forma condensed combined balance sheet was prepared to reflect the transaction as of December 31, 2017. The unaudited pro forma condensed combined statement of income combines the results of operations of Protective and the Life Business for the year ended December 31, 2017 as if the transaction had occurred on January 1, 2017.

 

The abbreviated financial statements of the Life Business include the assets and liabilities associated with the Company’s Life Business as well as all revenue and costs directly associated with the revenue producing activities of the Life Business, and exclude costs not directly involved in the revenue producing activity, such as corporate overhead and income taxes. Accordingly, the pro forma condensed combined income statement is not indicative of the acquired business’s operations going forward because of the changes in the business and the omission of various operating expenses.

 

The transaction was accounted for under the acquisition method of accounting. Under this method of accounting, the acquired net assets of the Life Business were recorded based upon the estimated fair values of the Life Business assets and liabilities at the date of completion of the acquisition. 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 the Life Business as of December 31, 2017. The preliminary purchase price consisted of a ceding commission of $422.9 million paid as of the closing date. Final adjustments of the estimated fair value of all identifiable assets and liabilities are to be made within 150 days after closing. These final adjustments may result in an adjustment to the preliminary purchase price. Certain amounts in the historical financial statements of the Life Business have been reclassified to conform to Protective’s historical financial statement presentation.

 

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 the Life Business as of December 31, 2017.

 

Note 2 – 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 December 31, 2017 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 Acquisition Adjustments

 

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

 

(a)         To reflect assets and liabilities retained by Liberty. Although the accompanying abbreviated financial statements included assets and liabilities associated with the Company’s Life Business, not all of these assets and liabilities were transferred to Protective.  For example assets in excess of that needed to support insurance liabilities transferred to Protective were retained by Liberty.

(b)         To reflect surplus notes issued at closing. These surplus notes are associated with liabilities related to certain structured settlements included in the Life Business.

(c)          To eliminate securities lending liability settled prior to closing.

(d)         To give effect to the ceding commission paid at closing.

(e)          To eliminate historic deferred policy acquisition costs and to establish value of business acquired.

(f)           To adjust the policy liabilities of the acquired business to reflect estimated fair value.

(g)          To reflect a reduction in investment income related to investments retained by seller. The effective yield assumed for each type of investment retained by seller was:  fixed maturities – 4.0%, equity securities – 2.0%, mortgage loans – 4.5%.  The weighted average was approximately 4.2%

(h)         Represents the estimated change in amortization resulting from the adjustment described in (e) above. Amounts related to traditional life and health insurance policies are amortized over the premium-payment period of the related

 



 

policies in proportion to the ratio of annual premium income to the present value of the total anticipated premium income. Amounts related to universal life and investment products are amortized over the lives of the policies in relation to the present value of estimated gross profits before amortization. Estimated amortization for each of the next five years is as follows: 2018: (18,993), 2019: (18,996), 2020: (17,993), 2021: (16,531), 2022: (14,981)

(i)             To reflect interest expense on surplus notes described in (b) above assuming an interest rate of 3.28%.

(j)            Estimated effective income tax rate for 2017 of 36% (federal 35% plus state 1%).

(k)         To reclassify amounts in the financial statements of the Life Business to conform to Protective’s historical financial statement presentation.

(l)             To adjust mortgage loans acquired by Protective to fair value at December 31, 2017.

(m)     To record estimated accrued transaction fees. These fees primarily consist of broker, legal, and other professional fees.

(n)         To adjust reinsurance receivables to estimated fair value.

(o)         To reflect reinsurance recaptured at Closing. At December 31, 2017, the Company had ceded certain insurance reserves to one of its affiliates that was recaptured concurrent with Closing.

(p)         Estimation of the impact of the amortization of the difference between the fair value and historical basis of the policy reserves