Attached files
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EX-99.1 - EX-99.1 - HANOVER INSURANCE GROUP, INC. | d681712dex991.htm |
EX-10.1 - EX-10.1 - HANOVER INSURANCE GROUP, INC. | d681712dex101.htm |
EX-2.1 - EX-2.1 - HANOVER INSURANCE GROUP, INC. | d681712dex21.htm |
8-K - 8-K - HANOVER INSURANCE GROUP, INC. | d681712d8k.htm |
EXHIBIT 99.2
The following unaudited pro forma consolidated financial information of the Company is derived from the Companys historical consolidated financial statements and should be read in conjunction with the audited financial statements and notes thereto appearing in the Companys Annual Report on Form 10-K for the year ended December 31, 2017 and the Companys Quarterly Report on Form 10-Q for the period ended September 30, 2018. The accompanying unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2018 and the years ended December 31, 2017, 2016 and 2015 are presented as if the sale of Chaucer, as discussed in Item 2.01 hereof, had been completed as of January 1, 2015. The unaudited pro forma condensed consolidated balance sheet is presented as if the disposition had been completed as of September 30, 2018. The unaudited pro forma financial statements reflect the sale of Chaucer as an adjustment to the historical consolidated balance sheet and consolidated statements of income, as Chaucer qualifies as a significant subsidiary in accordance with Regulation S-X Section 210.11-01(b)(2). The unaudited pro forma consolidated financial information is preliminary and may be subject to change for certain items such as those to reflect certain post-closing adjustments to contingent consideration based on the current accident year catastrophe losses incurred during 2018, the finalization of Chaucers fourth quarter results and the value of various tax attributes, among other items.
The unaudited pro forma condensed consolidated financial information has been presented for informational purposes only and is not indicative of any future results of operations or the results that might have occurred if the disposition had actually been completed on the indicated dates. The unaudited pro forma condensed consolidated financial statements are based on managements estimate of the effects the sale of Chaucer. Pro forma adjustments are based on currently available information, historical results and certain assumptions that management believes are reasonable and described in the accompanying notes.
The unaudited pro forma condensed consolidated financial statements do not include earnings on proceeds and related tax effects that result directly from the transaction, which will be included in the Companys operating results in future periods.
THE HANOVER INSURANCE GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED BALANCE SHEETS
September 30, 2018
(In millions) |
Historical | Pro Forma Adjustments |
Pro Forma | |||||||||
Assets |
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Investments |
$ | 7,300.6 | $ | | $ | 7,300.6 | ||||||
Cash and cash equivalents |
117.9 | 822.6 | (a) | 940.5 | ||||||||
Accrued investment income |
53.0 | | 53.0 | |||||||||
Premiums and accounts receivable, net |
1,217.8 | | 1,217.8 | |||||||||
Reinsurance recoverable on paid and unpaid losses and unearned premiums |
1,586.0 | | 1,586.0 | |||||||||
Deferred acquisition costs |
456.9 | | 456.9 | |||||||||
Deferred income taxes |
33.5 | | 33.5 | |||||||||
Goodwill |
178.8 | | 178.8 | |||||||||
Other assets |
330.0 | | 330.0 | |||||||||
Assets held-for-sale |
4,247.2 | (4,247.2 | )(b) | | ||||||||
Assets of discontinued life business |
102.6 | | 102.6 | |||||||||
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Total assets |
$ | 15,624.3 | $ | (3,424.6 | ) | $ | 12,199.7 | |||||
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Liabilities |
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Loss and loss adjustment expense reserves |
$ | 5,188.9 | $ | | $ | 5,188.9 | ||||||
Unearned premiums |
2,314.4 | | 2,314.4 | |||||||||
Expenses and taxes payable |
538.6 | 31.4 | (c) | 570.0 | ||||||||
Reinsurance premiums payable |
46.4 | | 46.4 | |||||||||
Debt |
777.6 | | 777.6 | |||||||||
Liabilities held-for-sale |
3,660.4 | (3,660.4 | )(d) | | ||||||||
Liabilities of discontinued life business |
115.6 | | 115.6 | |||||||||
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Total liabilities |
12,641.9 | (3,629.0 | ) | 9,012.9 | ||||||||
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Total shareholders equity |
2,982.4 | 204.4 | (e) | 3,186.8 | ||||||||
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Total liabilities and shareholders equity |
$ | 15,624.3 | $ | (3,424.6 | ) | $ | 12,199.7 | |||||
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2
THE HANOVER INSURANCE GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
For the year ended December 31, 2017
(In millions) |
Historical | Pro Forma Adjustments |
Pro Forma | |||||||||
Revenues |
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Premiums |
$ | 4,833.4 | $ | (853.0 | )(f) | $ | 3,980.4 | |||||
Net investment income |
298.1 | (54.2 | )(f) | 243.9 | ||||||||
Net realized investment gains |
23.7 | (2.6 | )(f) | 21.1 | ||||||||
Fees and other income |
29.2 | (6.7 | )(f) | 22.5 | ||||||||
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Total revenues |
5,184.4 | (916.5 | ) | 4,267.9 | ||||||||
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Losses and expenses |
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Losses and loss adjustment expenses |
3,128.7 | (549.1 | )(f) | 2,579.6 | ||||||||
Amortization of deferred acquisition costs |
1,086.6 | (245.9 | )(f) | 840.7 | ||||||||
Interest expense |
48.5 | (3.3 | )(f) | 45.2 | ||||||||
Other operating expenses |
619.1 | (109.6 | )(f) | 509.5 | ||||||||
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Total losses and expenses |
4,882.9 | (907.9 | ) | 3,975.0 | ||||||||
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Income from continuing operations before income taxes |
301.5 | (8.6 | ) | 292.9 | ||||||||
Total income tax expense |
98.5 | (21.7 | )(f) | 76.8 | ||||||||
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Income from continuing operations |
$ | 203.0 | $ | 13.1 | $ | 216.1 | ||||||
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Earnings per common share from continuing operations: |
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Basic |
$ | 4.78 | $ | 0.30 | $ | 5.08 | ||||||
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Diluted |
$ | 4.73 | $ | 0.30 | $ | 5.03 | ||||||
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Weighted average shares outstanding: |
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Basic |
42.5 | | 42.5 | |||||||||
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Diluted |
43.0 | | 43.0 | |||||||||
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3
THE HANOVER INSURANCE GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
For the year ended December 31, 2016
(In millions) |
Historical | Pro Forma Adjustments |
Pro Forma | |||||||||
Revenues |
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Premiums |
$ | 4,628.1 | $ | (838.6 | )(f) | $ | 3,789.5 | |||||
Net investment income |
279.4 | (47.8 | )(f) | 231.6 | ||||||||
Net realized investment gains |
8.6 | 1.6 | (f) | 10.2 | ||||||||
Fees and other income |
29.7 | (7.1 | )(f) | 22.6 | ||||||||
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Total revenues |
4,945.8 | (891.9 | ) | 4,053.9 | ||||||||
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Losses and expenses |
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Losses and loss adjustment expenses |
2,964.7 | (418.7 | )(f) | 2,546.0 | ||||||||
Amortization of deferred acquisition costs |
1,035.2 | (231.6 | )(f) | 803.6 | ||||||||
Interest expense |
54.9 | (3.5 | )(f) | 51.4 | ||||||||
Gain on disposal of U.K. motor business |
(1.1 | ) | 1.1 | (f) | | |||||||
Net loss from repayment of debt |
88.3 | | 88.3 | |||||||||
Other operating expenses |
611.5 | (112.9 | )(f) | 498.6 | ||||||||
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Total losses and expenses |
4,753.5 | (765.6 | ) | 3,987.9 | ||||||||
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Income from continuing operations before income taxes |
192.3 | (126.3 | ) | 66.0 | ||||||||
Total income tax expense |
36.2 | (37.2 | )(f) | (1.0 | ) | |||||||
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Income from continuing operations |
$ | 156.1 | $ | (89.1 | ) | $ | 67.0 | |||||
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Earnings per common share from continuing operations: |
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Basic |
$ | 3.65 | $ | (2.08 | ) | $ | 1.57 | |||||
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Diluted |
$ | 3.61 | $ | (2.06 | ) | $ | 1.55 | |||||
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Weighted average shares outstanding: |
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Basic |
42.8 | | 42.8 | |||||||||
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Diluted |
43.2 | | 43.2 | |||||||||
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4
THE HANOVER INSURANCE GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
For the year ended December 31, 2015
(In millions) |
Historical | Pro Forma Adjustments |
Pro Forma | |||||||||
Revenues |
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Premiums |
$ | 4,704.8 | $ | (1,051.2 | )(f) | $ | 3,653.6 | |||||
Net investment income |
279.1 | (48.0 | )(f) | 231.1 | ||||||||
Net realized investment gains |
19.5 | (0.3 | )(f) | 19.2 | ||||||||
Fees and other income |
30.6 | (7.0 | )(f) | 23.6 | ||||||||
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Total revenues |
5,034.0 | (1,106.5 | ) | 3,927.5 | ||||||||
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Losses and expenses |
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Losses and loss adjustment expenses |
2,884.1 | (516.2 | )(f) | 2,367.9 | ||||||||
Amortization of deferred acquisition costs |
1,033.2 | (255.2 | )(f) | 778.0 | ||||||||
Interest expense |
60.6 | (3.7 | )(f) | 56.9 | ||||||||
Gain on disposal of U.K. motor business |
(38.4 | ) | 38.4 | (f) | | |||||||
Net loss from repayment of debt |
24.1 | | 24.1 | |||||||||
Other operating expenses |
631.0 | (147.1 | )(f) | 483.9 | ||||||||
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Total losses and expenses |
4,594.6 | (883.8 | ) | 3,710.8 | ||||||||
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Income from continuing operations before income taxes |
439.4 | (222.7 | ) | 216.7 | ||||||||
Total income tax expense |
108.6 | (49.3 | )(f) | 59.3 | ||||||||
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Income from continuing operations |
$ | 330.8 | $ | (173.4 | ) | $ | 157.4 | |||||
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Earnings per common share from continuing operations: |
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Basic |
$ | 7.53 | $ | (3.95 | ) | $ | 3.58 | |||||
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Diluted |
$ | 7.39 | $ | (3.87 | ) | $ | 3.52 | |||||
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Weighted average shares outstanding: |
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Basic |
43.9 | | 43.9 | |||||||||
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Diluted |
44.8 | | 44.8 | |||||||||
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5
THE HANOVER INSURANCE GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
For the nine months ended September 30, 2018
(In millions) |
Historical | Pro Forma Adjustments (g) |
Pro Forma | |||||||||
Revenues |
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Premiums |
$ | 3,172.4 | $ | | $ | 3,172.4 | ||||||
Net investment income |
198.0 | | 198.0 | |||||||||
Net realized and unrealized investment gains |
3.8 | | 3.8 | |||||||||
Fees and other income |
17.3 | | 17.3 | |||||||||
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Total revenues |
3,391.5 | | 3,391.5 | |||||||||
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Losses and expenses |
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Losses and loss adjustment expenses |
2,018.5 | | 2,018.5 | |||||||||
Amortization of deferred acquisition costs |
664.7 | | 664.7 | |||||||||
Interest expense |
33.9 | | 33.9 | |||||||||
Other operating expenses |
393.0 | | 393.0 | |||||||||
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Total losses and expenses |
3,110.1 | | 3,110.1 | |||||||||
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Income from continuing operations before income taxes |
281.4 | | 281.4 | |||||||||
Total income tax expense |
44.5 | | 44.5 | |||||||||
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Income from continuing operations |
$ | 236.9 | $ | | $ | 236.9 | ||||||
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Earnings per common share from continuing operations: |
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Basic |
$ | 5.57 | $ | | $ | 5.57 | ||||||
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Diluted |
$ | 5.50 | $ | | $ | 5.50 | ||||||
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Weighted average shares outstanding: |
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Basic |
42.5 | | 42.5 | |||||||||
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Diluted |
43.1 | | 43.1 | |||||||||
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6
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
See the introduction to pro forma financial information. The unaudited pro forma condensed consolidated balance sheet was prepared assuming the disposition occurred as of September 30, 2018 and included Pro Forma Adjustments as follows:
(a) | This adjustment reflects anticipated proceeds of $865 million, including $45 million of estimated contingent consideration as of September 30, 2018. These anticipated proceeds are partially offset by $17.1 million of contract adjustments paid to China Re to adjust the purchase price for amounts received by the Company from Chaucer subsequent to March 31, 2018 (the locked box date). Additionally, certain expenses associated with the transaction totaling $25.3 million further reduce the net proceeds. Due to additional catastrophe losses incurred by Chaucer subsequent to September 30, 2018, the Company currently estimates Chaucers 2018 accident year catastrophe loss ratio to be above the 10% threshold and anticipates receipt of $25 million to $35 million of the contingent consideration, subject to final review and audit as of June 30, 2019. |
(b) | Adjustments to the consolidated balance sheet include the disposal of $4,247.2 million of assets held-for-sale related to Chaucer and are comprised of the following (in millions): |
Investments |
$ | 1,923.4 | ||
Cash and cash equivalents |
133.4 | |||
Accrued investment income |
12.7 | |||
Premiums and accounts receivable, net |
558.3 | |||
Deferred acquisition costs |
121.4 | |||
Reinsurance recoverable on paid and unpaid losses and unearned premiums |
1,278.8 | |||
Goodwill |
13.0 | |||
Other assets |
206.2 | |||
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$ | 4,247.2 | |||
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(c) | This adjustment primarily reflects increases in accrued expenses and income tax obligations associated with the transaction, including those established in accordance with FASB Accounting Standards Codification Topic 460, Guarantees (ASC 460). |
(d) | Adjustments to the consolidated balance sheet also include the disposal of $3,660.4 million of liabilities held by Chaucer and are comprised of the following (in millions): |
Loss and loss adjustment expense reserves |
$ | 2,472.5 | ||
Unearned premiums |
706.7 | |||
Reinsurance premium payable |
375.7 | |||
Other liabilities |
105.5 | |||
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Total liabilities held-for-sale |
$ | 3,660.4 | ||
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(e) | This adjustment primarily represents the anticipated gain on sale as of November 30, 2018, subject to closing adjustments, and excluding recognition of certain after-tax losses that have accumulated in Accumulated Other Comprehensive Income that relate to the Chaucer business being sold. |
The unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2018 and the years ended December 31, 2017, 2016 and 2015 have been presented as if the disposition was completed as of January 1, 2015. These statements include Pro Forma Adjustments as follows:
(f) | These adjustments to the consolidated statements of income for the years ended December 31, 2017, 2016 and 2015 reflect activity directly associated with and previously recognized by Chaucer. |
7
(g) | As of September 30, 2018, the published consolidated income statement already reflects the results of operations as if the transaction had occurred January 1, 2018 due to the presentation of the respective business as a discontinued operation in accordance with FASB Accounting Standards Codification Topic 360, Impairment and Disposal of Long-Lived Assets (ASC 360). |
8