Exhibit 99.9
UNAUDITED STATUTORY PRO FORMA CONDENSED FINANCIAL INFORMATION
On June 29, 2006, Genworth Life and Annuity Insurance Company (the “Company,” “we,” “us,” or “our”) requested that the State Corporation Commission, Bureau of Insurance of the Commonwealth of Virginia review and ultimately approve the proposed mergers of Federal Home Life Insurance Company (“FHL”) and First Colony Life Insurance Company (“FCL”) into the Company (“GLAIC Merged”). The Company would be the surviving entity. Should these proposed mergers be consummated, the anticipated effective date is January 1, 2007. Upon consummation of the contemplated mergers involving FHL and FCL, it is anticipated that GLAIC Merged would transfer American Mayflower Life Insurance Company of New York (“AML”) to Genworth Life Insurance Company of New York (“GLICNY”), an affiliate, in exchange for a non-majority ownership interest in GLICNY. Upon transfer, AML would be merged into GLICNY. GLICNY would be the surviving entity. The proposed mergers are subject to state insurance regulatory approval.
The following unaudited statutory pro forma condensed financial statements of the Company give effect to the mergers and the subsequent transfer of AML to GLICNY as if they had been completed on January 1, 2005. We have adjusted the historical statutory financial statements to give effect to pro forma events that are (1) directly attributable to the mergers, (2) factually supportable, and (3) with respect to the statutory statements of operations, expected to have a continuing impact on combined results. The pro forma adjustments do not include any transaction costs that may be associated with the mergers as the amounts are not deemed to be material.
The mergers will be accounted for under the statutory merger method of accounting in accordance with statutory accounting principles as prescribed or permitted by the State Corporation Commission, Bureau of Insurance of the Commonwealth of Virginia. Under U.S. generally accepted accounting principles, the mergers will be accounted for as a business combination for entities under common control and presented on a combined basis for all periods presented.
The following unaudited statutory pro forma condensed financial statements are presented for illustrative purposes only and are not necessarily indicative of what our actual statutory financial position or statutory results of operations would have been had the mergers been completed on the date indicated above. In addition, the unaudited statutory pro forma condensed financial statements do not purport to project the future statutory financial position or statutory operating results of the resulting company. These statements do not give effect to (1) our statutory results of operations or other transactions or developments since December 31, 2005, (2) the impact of possible revenue enhancements, expense efficiencies or synergies expected to result from the mergers, and (3) the effects of transactions or developments that occur subsequent to the mergers. The foregoing matters could cause both the Company’s unaudited statutory pro forma historical financial position and statutory results of operations, and the Company’s actual future statutory financial position and statutory results of operations, to differ materially from those presented in the following unaudited statutory pro forma condensed financial statements.
Genworth Life and Annuity Insurance Company
Unaudited Statutory Basis Pro Forma Balance Sheet
As of December 31, 2005
(Amounts in millions)
| | | | | | | | | | | | | | | | |
| | | Genworth Life and
Annuity Insurance
Company
(GLAIC) Historical | | First Colony Life
Insurance
Company (FCL)
Historical | | Federal Home Life
Insurance
Company (FHL)
Historical | | Pro Forma
Adjustments | | | GLAIC
Pro Forma |
Admitted Assets | | | | | | | | | | | | | | | | |
Cash and invested assets | | $ | 6,469.0 | | $ | 7,043.1 | | $ | 1,595.5 | | $ | (818.0 | )(a) | | $ | 14,289.6 |
All assets other than investments | | | 150.0 | | | 781.9 | | | 23.9 | | | (270.0 | )(b) | | | 685.8 |
Separate account assets | | | 9,274.6 | | | — | | | — | | | — | | | | 9,274.6 |
| | | | | | | | | | | | | | | | |
Total admitted assets | | $ | 15,893.6 | | $ | 7,825.0 | | $ | 1,619.4 | | $ | (1,088.0 | ) | | $ | 24,250.0 |
| | | | | | | | | | | | | | | | |
Liabilities and Capital and Surplus | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Aggregate reserves - life and annuity contracts | | $ | 5,381.6 | | $ | 5,268.9 | | $ | 437.0 | | $ | — | | | $ | 11,087.5 |
Aggregate reserves - accident and health policies | | | 19.8 | | | 1.0 | | | 29.9 | | | — | | | | 50.7 |
Liability for policy and contract claims | | | 64.1 | | | 71.1 | | | 9.3 | | | — | | | | 144.5 |
Payable to parents, subsidiaries and affiliates | | | 39.8 | | | 29.0 | | | 7.5 | | | — | | | | 76.3 |
All other liabilities | | | 591.7 | | | 1,554.5 | | | 40.4 | | | (270.0 | )(b) | | | 1,916.6 |
Asset valuation reserve | | | 65.3 | | | 74.7 | | | 7.0 | | | — | | | | 147.0 |
Separate account liabilities | | | 9,255.3 | | | — | | | — | | | — | | | | 9,255.3 |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 15,417.6 | | | 6,999.2 | | | 531.1 | | | (270.0 | ) | | | 22,677.9 |
| | | | | | | | | | | | | | | | |
Capital and surplus: | | | | | | | | | | | | | | | | |
Common stock | | | 25.7 | | | 4.0 | | | 22.0 | | | (26.0 | )(c) | | | 25.7 |
Preferred stock | | | 120.0 | | | — | | | — | | | — | | | | 120.0 |
Paid-in surplus | | | 189.5 | | | 54.7 | | | 1,020.9 | | | (792.0 | )(a) | | | 473.1 |
Unassigned surplus | | | 140.8 | | | 767.1 | | | 45.4 | | | — | | | | 953.3 |
| | | | | | | | | | | | | | | | |
Total capital and surplus | | | 476.0 | | | 825.8 | | | 1,088.3 | | | (818.0 | ) | | | 1,572.1 |
| | | | | | | | | | | | | | | | |
Total liabilities and capital and surplus | | $ | 15,893.6 | | $ | 7,825.0 | | $ | 1,619.4 | | $ | (1,088.0 | ) | | $ | 24,250.0 |
| | | | | | | | | | | | | | | | |
| (a) | To eliminate FHL’s investment in FCL $(826.0) million and to reflect the transfer of American Mayflower Insurance Company of $(105.0) million in return for a non-majority interest in Genworth Life Insurance Company of New York of $113.0 million. |
| (b) | To eliminate the reinsurance transaction between FCL and GLAIC as this treaty will cease to exist with the merger. |
| (c) | To eliminate the common stock of FCL and FHL. |
Genworth Life and Annuity Insurance Company
Unaudited Statutory Basis Pro Forma Income Statement
For the year ending December 31, 2005
(Amounts in millions)
| | | | | | | | | | | | | | | | | | | | |
| | | Genworth Life and
Annuity Insurance
Company
(GLAIC)
Historical | | | First Colony Life
Insurance
Company (FCL)
Historical | | | Federal Home Life
Insurance
Company (FHL)
Historical | | | Pro Forma
Adjustments | | | GLAIC
Pro Forma | |
Revenues | | | | | | | | | | | | | | | | | | | | |
Net premiums | | $ | 1,305.9 | | | $ | 972.3 | | | $ | 50.0 | | | $ | — | | | $ | 2,328.2 | |
Net investment income | | | 382.7 | | | | 480.7 | | | | 137.8 | | | | (91.0 | )(a) | | | 910.2 | |
Commission and expense allowances on reinsurance ceded | | | 73.9 | | | | 117.6 | | | | — | | | | — | | | | 191.5 | |
Other | | | 62.7 | | | | 25.3 | | | | 2.7 | | | | — | | | | 90.7 | |
| | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 1,825.2 | | | | 1,595.9 | | | | 190.5 | | | | (91.0 | ) | | | 3,520.6 | |
| | | | | | | | | | | | | | | | | | | | |
Benefits and expenses | | | | | | | | | | | | | | | | | | | | |
Death benefits | | | 138.8 | | | | 267.2 | | | | 14.9 | | | | — | | | | 420.9 | |
Annuity benefits | | | 47.0 | | | | 271.2 | | | | 10.9 | | | | — | | | | 329.1 | |
Disability benefits and benefits under accident and health policies | | | 58.8 | | | | 1.3 | | | | 26.1 | | | | — | | | | 86.2 | |
Surrender benefits and other fund withdrawals | | | 1,712.7 | | | | 125.8 | | | | 31.3 | | | | — | | | | 1,869.8 | |
Interest and adjustments on policy and deposit-type contract funds | | | 5.0 | | | | 42.1 | | | | 1.2 | | | | — | | | | 48.3 | |
Commissions | | | 102.5 | | | | 254.5 | | | | 4.5 | | | | — | | | | 361.5 | |
Change in aggregate reserves - life and accident and health | | | (1,310.7 | ) | | | 652.0 | | | | (32.7 | ) | | | — | | | | (691.4 | ) |
Other expenses | | | 917.6 | | | | 241.0 | | | | 9.5 | | | | — | | | | 1,168.1 | |
| | | | | | | | | | | | | | | | | | | | |
Total benefits and expenses | | | 1,671.7 | | | | 1,855.1 | | | | 65.7 | | | | — | | | | 3,592.5 | |
| | | | | | | | | | | | | | | | | | | | |
Net gain from operations before federal income tax expense | | | 153.5 | | | | (259.2 | ) | | | 124.8 | | | | (91.0 | ) | | | (71.9 | ) |
Federal income tax expense (benefit) | | | (6.0 | ) | | | (240.8 | ) | | | 10.3 | | | | — | | | | (236.5 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income before realized capital gains | | | 159.5 | | | | (18.4 | ) | | | 114.5 | | | | (91.0 | ) | | | 164.6 | |
Realized capital losses, net | | | (15.1 | ) | | | (5.7 | ) | | | (1.6 | ) | | | — | | | | (22.4 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 144.4 | | | $ | (24.1 | ) | | $ | 112.9 | | | $ | (91.0 | ) | | $ | 142.2 | |
| | | | | | | | | | | | | | | | | | | | |
| (a) | To eliminate intercompany dividends between FHL and FCL. |
