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Acquisition
3 Months Ended
Mar. 31, 2019
Acquisition [Abstract]  
Acquisition

3. Acquisition



On May 1, 2018, we completed the acquisition of 100% of the capital stock of Liberty Life, which operates a group benefits business (“Liberty Group Business”) and individual life and individual and group annuity business (the “Liberty Life Business”), from Liberty Mutual Insurance Company in a transaction accounted for under the acquisition method of accounting pursuant to Business Combinations Topic 805 (“Topic 805”).  The acquisition expanded the scale and capabilities of the Group Protection business while further diversifying the Company’s sources of earnings.



In connection with the acquisition and pursuant to the Master Transaction Agreement (“MTA”), dated January 18, 2018, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 22, 2018, Liberty Life sold the Liberty Life Business on May 1, 2018, by entering into reinsurance agreements and related ancillary documents (including administrative services agreements and transition services agreements) with Protective Life Insurance Company and its wholly-owned subsidiary, Protective Life and Annuity Insurance Company (together with Protective Life Insurance Company, “Protective”), providing for the reinsurance and administration of the Liberty Life Business.



The acquisition date fair values of certain assets and liabilities, including future contract benefits, intangible assets and related weighted average expected lives, commercial mortgage loans, reinsurance recoverables and deferred income taxes, are provisional and subject to revision within one year of the acquisition date.  Since the May 1, 2018 acquisition date, we have adjusted provisional assets acquired by $(5) million and provisional liabilities acquired by $23 million for an increase in provisional goodwill of $28 million.  Under the terms of the MTA, a final balance sheet will be agreed upon at a later date.  As such, our estimates of fair values are pending finalization, which may result in adjustments to goodwill.  The following table presents the preliminary fair values (in millions) of the net assets acquired related to the Liberty Group Business as of March 31, 2019:





 

 

 



 

 



Preliminary

 



Fair Value

 

Assets

 

 

 

Investments

$

2,493 

 

Mortgage loans on real estate

 

658 

 

Cash and invested cash

 

107 

 

Reinsurance recoverables

 

76 

 

Premiums and fees receivable

 

83 

 

Accrued investment income

 

24 

 

Other intangible assets acquired

 

640 

 

Other assets acquired

 

142 

 

Separate account assets

 

99 

 

Total assets acquired

$

4,322 

 



 

 

 

Liabilities

 

 

 

Future contract benefits

$

2,930 

 

Other contract holder funds

 

46 

 

Other liabilities acquired

 

140 

 

Separate account liabilities

 

99 

 

Total liabilities assumed

$

3,215 

 



 

 

 

Net identifiable assets acquired

$

1,107 

 

Goodwill

 

410 

 

Net assets acquired

$

1,517 

 



Financial Information



The following unaudited pro forma condensed consolidated results of operations of the Company assume that the acquisition of Liberty Life was completed on January 1, 2017 (in millions):





 

 

 

 

 



 

 

 

 

 



For the Three

 



Months Ended

 



March 31,

 



 

2018

 

 

Revenue

 

$

4,165 

 

 

Net income

 

 

378 

 

 



Pro forma adjustments include the revenue and net income of the acquired business for each period as well as amortization of identifiable intangible assets acquired and the fair value adjustment to acquired insurance reserves and investments.  Other pro forma adjustments include the incremental increase to interest expense attributable to financing the acquisition, and the impact of reflecting acquisition and integration costs and investment expenses directly attributable to the business combination in 2017 instead of in 2018.  Pro forma adjustments do not include retrospective adjustments to defer and amortize acquisition costs as would be recorded under our accounting policy.