Exhibit 99.1
Unaudited Pro forma Condensed Consolidated Financial Statements
On June 1, 2018 Voya Financial, Inc. a Delaware corporation (the “Company”), completed the sale (the “Transaction”) of Voya Insurance and Annuity Company, an Iowa domiciled life insurance company subsidiary of the Company (“VIAC”), and Directed Services LLC, an indirect broker-dealer subsidiary of the Company (“DSL”). VIAC and DSL were acquired by a subsidiary of VA Capital Company LLC, a Delaware limited liability company (“VA Capital”).
The Unaudited Pro forma Condensed Consolidated Financial Statements included herein should be read in conjunction with the Company’s unaudited Condensed Consolidated Financial Statements included in the Quarterly Report on Form10-Q for the three months ended March 31, 2018, filed with the Securities and Exchange Commission (“SEC”) on May 2, 2018 as well as the Company’s audited Consolidated Financial Statements included in the Annual Report on Form10-K filed with the SEC on February 23, 2018. The Unaudited Pro forma Condensed Consolidated Balance Sheet as of March 31, 2018 was derived from the historical Condensed Consolidated balance sheet and the pro forma adjustments give effect to events that are directly attributable to the Transaction as if the Transaction occurred on March 31, 2018. The Unaudited Pro forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2018 and the year ended December 31, 2017 were derived from the historical Consolidated Statements of Operations and the pro forma adjustments give effect to events that are directly attributable to the transaction as if the Transaction occurred on January 1, 2017. These pro forma adjustments reflect adjustments that are factually supportable and are expected to have a continuing impact on the Company’s consolidated results of operations. Pro forma adjustments do not include any net revenue amounts related to transition services arrangements between the Company and affiliates of VA Capital, because the Company does not expect these net revenues to have any significant effect on the Company’s results of operations for a period greater than 12 months after consummation of the Transaction.
The Unaudited Pro forma Condensed Consolidated Financial Statements are presented based on information available upon closing of the Transaction and are not reflective of the Company’s financial position had the Transaction occurred on March 31, 2018 or of the Company’s results of operations during the periods presented had the Transaction occurred on January 1, 2017. Additionally, the Unaudited Pro forma Condensed Consolidated Financial Statements do not reflect future events that are not directly attributable to the Transaction including future share repurchases that may be completed during 2018. Actual results during future periods may vary significantly from the results reflected in the Unaudited Pro forma Condensed Consolidated Financial Statements included herein.
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Voya Financial, Inc.
Unaudited Pro forma Condensed Consolidated Balance Sheet
March 31, 2018
(Dollars in millions)
| | | | | | | | | | | | |
| | March 31, 2018 (As reported) | | | Total Pro Forma Adjustments | | | March 31, 2018 (As Adjusted) | |
Assets | | | | | | | | | | | | |
| | | |
Total investments | | $ | 64,608 | | | $ | 35 | (1) | | $ | 64,643 | |
Cash and cash equivalents | | | 1,411 | | | | 395 | (2) | | | 1,806 | |
Short term investments under securities loan agreement | | | 1,479 | | | | - | | | | 1,479 | |
Accrued investment income | | | 691 | | | | - | | | | 691 | |
Premium receivable and reinsurance recoverable | | | 7,601 | | | | - | | | | 7,601 | |
Deferred policy acquisition costs and Value of business acquired | | | 3,769 | | | | - | | | | 3,769 | |
Current income taxes recoverable | | | 28 | | | | - | | | | 28 | |
Deferred income tax asset | | | 1,022 | | | | - | | | | 1,022 | |
Other assets | | | 1,360 | | | | 1 | | | | 1,361 | |
Assets related to consolidated investment entities | | | 2,826 | | | | - | | | | 2,826 | |
Assets held in separate accounts | | | 77,949 | | | | - | | | | 77,949 | |
Assets held for sale | | | 57,080 | | | | (57,080) | (3) | | | - | |
| | | | | | | | | | | | |
Total Assets | | $ | 219,824 | | | $ | (56,649) | | | $ | 163,175 | |
| | | | | | | | | | | | |
| | | |
Liabilities | | | | | | | | | | | | |
Future policy benefits | | $ | 15,379 | | | $ | - | | | $ | 15,379 | |
Contract owner account balances | | | 50,353 | | | | - | | | | 50,353 | |
Payables under securities loan agreement, including collateral held | | | 1,719 | | | | - | | | | 1,719 | |
Long-term debt | | | 3,458 | | | | - | | | | 3,458 | |
Derivatives | | | 168 | | | | - | | | | 168 | |
Pension and other postretirement provisions | | | 540 | | | | - | | | | 540 | |
Other liabilities | | | 2,044 | | | | - | | | | 2,044 | |
Liabilities related to consolidated investment entities | | | 1,347 | | | | - | | | | 1,347 | |
Liabilities related to separate accounts | | | 77,949 | | | | - | | | | 77,949 | |
Liabilities held for sale | | | 56,458 | | | | (56,458) | (3) | | | - | |
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Total Liabilities | | | 209,415 | | | | (56,458) | | | | 152,957 | |
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| | | |
Shareholders’ Equity | | | | | | | | | | | | |
Common stock | | | 3 | | | | - | | | | 3 | |
Treasury stock | | | (3,936) | | | | - | | | | (3,936) | |
Additionalpaid-in capital | | | 23,961 | | | | - | | | | 23,961 | |
Accumulated other comprehensive income (loss) | | | 1,511 | | | | (210) | (3) | | | 1,301 | |
Retained earnings (deficit) | | | (12,161) | | | | 19 | (4) | | | (12,142) | |
| | | | | | | | | | | | |
Total Voya Financial, Inc. shareholders’ equity | | | 9,378 | | | | (191) | | | | 9,187 | |
Noncontrolling interest | | | 1,031 | | | | - | | | | 1,031 | |
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Total Shareholders’ Equity | | | 10,409 | | | | (191) | | | | 10,218 | |
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Total Liabilities and Shareholders’ Equity | | $ | 219,824 | | | $ | (56,649) | | | $ | 163,175 | |
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See Accompanying Notes to Unaudited Pro forma Condensed Consolidated Financial Statements.
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Voya Financial, Inc.
Unaudited Pro forma Condensed Consolidated Statement of Operations
for the Three Months Ended March 31, 2018
(Dollars in millions)
| | | | | | | | | | | | |
| | Three Months Ended March 31, 2018 (As Reported) | | | Total Pro Forma Adjustments | | | Three Months Ended March 31, 2018 (As Adjusted) | |
Revenues: | | | | | | | | | | | | |
Net investment income | | $ | 823 | | | $ | - | | | $ | 823 | |
Fee income | | | 676 | | | | (9) | (5) | | | 667 | |
Premiums | | | 539 | | | | - | | | | 539 | |
Net realized gains (losses) | | | (181) | | | | - | | | | (181) | |
Other revenue | | | 99 | | | | - | | | | 99 | |
Income (loss) related to consolidated investment entities | | | 11 | | | | - | | | | 11 | |
| | | | | | | | | | | | |
Total revenues | | | 1,967 | | | | (9) | | | | 1,958 | |
| | | | | | | | | | | | |
Benefits and expenses: | | | | | | | | | | | | |
Policyholder benefits | | | 708 | | | | - | | | | 708 | |
Interest credited to contract owner account balances | | | 382 | | | | - | | | | 382 | |
Operating expenses | | | 700 | | | | - | | | | 700 | |
Net amortization of Deferred policy acquisition costs and Value of business acquired | | | 100 | | | | - | | | | 100 | |
Interest expense | | | 49 | | | | - | | | | 49 | |
Operating expenses related to consolidated investment entities | | | 7 | | | | - | | | | 7 | |
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Total benefits and expenses | | | 1,946 | | | | - | | | | 1,946 | |
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Income (loss) from continuing operations before income taxes | | | 21 | | | | (9) | | | | 12 | |
Income tax expense (benefit) | | | 4 | | | | (2) | (6) | | | 2 | |
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Income (loss) from continuing operations | | $ | 17 | | | $ | (7) | | | $ | 10 | |
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See Accompanying Notes to Unaudited Pro forma Condensed Consolidated Financial Statements
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Voya Financial, Inc.
Unaudited Pro forma Condensed Consolidated Statement of Operations
for the Year Ended December 31, 2017
(Dollars in millions)
| | | | | | | | | | | | |
| | Year Ended December 31, 2017 (As reported) | | | Total Pro Forma Adjustments | | | Year Ended December 31, 2017 (As Adjusted) | |
Revenues: | | | | | | | | | | | | |
Net investment income | | | $ 3,294 | | | $ | - | | | $ | 3,294 | |
Fee income | | | 2,627 | | | | (35) | (5) | | | 2,592 | |
Premiums | | | 2,121 | | | | - | | | | 2,121 | |
Net realized gains (losses) | | | (227) | | | | - | | | | (227) | |
Other revenue | | | 371 | | | | - | | | | 371 | |
Income (loss) related to consolidated investment entities | | | 432 | | | | - | | | | 432 | |
| | | | | | | | | | | | |
Total revenues | | | 8,618 | | | | (35) | | | | 8,583 | |
| | | | | | | | | | | | |
Benefits and expenses: | | | | | | | | | | | | |
Policyholder benefits | | | 3,030 | | | | - | | | | 3,030 | |
Interest credited to contract owner account balances | | | 1,606 | | | | - | | | | 1,606 | |
Operating expenses | | | 2,654 | | | | - | | | | 2,654 | |
Net amortization of Deferred policy acquisition costs and Value of business acquired | | | 529 | | | | - | | | | 529 | |
Interest expense | | | 184 | | | | - | | | | 184 | |
Operating expenses related to consolidated investment entities | | | 87 | | | | - | | | | 87 | |
| | | | | | | | | | | | |
Total benefits and expenses | | | 8,090 | | | | - | | | | 8,090 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations before income taxes | | | 528 | | | | (35) | | | | 493 | |
Income tax expense (benefit) | | | 740 | | | | (7) | (6) | | | 733 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | $ (212) | | | $ | (28) | | | $ | (240) | |
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See Accompanying Notes to Unaudited Pro forma Condensed Consolidated Financial Statements
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Notes to Unaudited Pro forma Condensed Consolidated Financial Statements
The Unaudited Pro forma Condensed Consolidated Financial Statements primarily include the following pro forma adjustments:
1) | reflects the purchase of 9.99% equity interest in VA Capital. |
2) | reflects (i) a cash payment to the Company from an affiliate of VA Capital in respect of surplus in VIAC at closing in excess of Required Adjusted Book Value, (ii) receipt of apre-closing dividend from DSL in respect of net capital in excess of required statutory minimum capital, (iii) a cash payment by the Company to VA Capital for a 9.99% equity interest in VA Capital, and (iv) payment by the Company of certain transaction costs. Does not include the impact of freed-up capital from the captive structure. The overall impact of this transaction is materially consistent with our prior expectations. |
3) | reflects the removal of assets and liabilities held for sale as well as the Accumulated Other Comprehensive Income associated with the businesses sold. |
4) | reflects partial reversal of $19 million to the cumulative write down of the assets held for sale that was recorded as of March 31, 2018 based on estimated proceeds upon closing. |
5) | reflects a decrease in investment management fees associated with the Company general account assets associated with VIAC, net of additional third-party investment management fees payable by affiliates of VA Capital for investment management services being provided by the Company in respect of certain VIAC general account assets backing its variable annuity reserves and surplus pursuant to an investment management agreement. |
6) | reflects the income tax impact associated with the pro forma adjustments. |
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