HRG GROUP, INC. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET As of September 30, 2015, in millions, except per share and share amounts
| | | | | | | | | | | | | | | | | | | | Historical Condensed Consolidated | | Pro Forma Adjustments | | Pro Forma Condensed Combined | | | FGL Merger Agreement | | | Compass Transactions | | | ASSETS | | | | | | | | | | Investments: | | | | | | | | | | Fixed maturities | $ | 17,514.8 |
| | $ | (17,500.6 | ) | 3(a) | | $ | — |
| | | $ | 14.2 |
| Equity securities | 649.4 |
| | (616.6 | ) | 3(a) | | — |
| | | 32.8 |
| Derivatives | 81.9 |
| | (81.9 | ) | 3(a) | | — |
| | | — |
| Asset-based loans | 335.8 |
| | (109.2 | ) | 3(a) | | — |
| | | 226.6 |
| Commercial mortgage loans | 489.2 |
| | (489.2 | ) | 3(a) | | — |
| | | — |
| Other invested assets | 39.6 |
| | (34.2 | ) | 3(a) | | — |
| | | 5.4 |
| Total investments | 19,110.7 |
| | (18,831.7 | ) | 3(a) | | — |
| | | 279.0 |
| Cash and cash equivalents | 1,197.0 |
| | (501.8 | ) | 3(a) | | 2.8 |
| 4(a) | | 698.0 |
| Receivables, net | 632.9 |
| | — |
|
| | — |
| | | 632.9 |
| Inventories, net | 780.8 |
| | — |
|
| | — |
| | | 780.8 |
| Accrued investment income | 192.0 |
| | (190.7 | ) | 3(a) | | — |
| | | 1.3 |
| Reinsurance recoverable | 2,351.9 |
| | (2,351.9 | ) | 3(a) | | — |
| | | — |
| Deferred tax assets | 285.0 |
| | 134.1 |
| 3(a) | | — |
| | | 419.1 |
| Properties, including oil and natural gas properties, net | 812.8 |
| | (14.4 | ) | 3(a) | | (72.0 | ) | 4(b) | | 726.4 |
| Goodwill | 2,487.4 |
| | — |
|
| | — |
| | | 2,487.4 |
| Intangibles, including DAC and VOBA, net | 3,528.9 |
| | (1,048.6 | ) | 3(a) | | — |
| | | 2,480.3 |
| Other assets | 954.7 |
| | 991.4 |
| 3(a) | | — |
|
| | 1,946.1 |
| Assets held for sale | — |
| | 24,986.1 |
| 3(a) | | — |
| | | 24,986.1 |
| Total assets | $ | 32,334.1 |
| | $ | 3,172.5 |
| 3(a) | | $ | (69.2 | ) | | | $ | 35,437.4 |
| | | | |
| | | | | | LIABILITIES AND EQUITY | | | |
| | | | | | Insurance reserves: | | | |
| | | | | | Contractholder funds | $ | 17,769.8 |
| | $ | (17,769.8 | ) | 3(a) | | $ | — |
| | | $ | — |
| Future policy benefits | 4,096.8 |
| | (2,240.7 | ) | 3(a) | | — |
| | | 1,856.1 |
| Liability for policy and contract claims | 55.3 |
| | (55.3 | ) | 3(a) | | — |
| | | — |
| Funds withheld from reinsurers | 9.8 |
| | (9.8 | ) | 3(a) | | — |
| | | — |
| Total insurance reserves | 21,931.7 |
| | (20,075.6 | ) | 3(a) | | — |
| | | 1,856.1 |
| Debt | 6,382.7 |
| | 30.7 |
| 3(a) | | (147.0 | ) | 4(c) | | 6,266.4 |
| Accounts payable and other current liabilities | 1,137.7 |
| | (42.1 | ) | 3(a) | | (5.4 | ) | 4(d) | | 1,090.2 |
| Employee benefit obligations | 92.9 |
| | — |
|
| | — |
| | | 92.9 |
| Deferred tax liabilities | 613.6 |
| | 328.8 |
| 3(a) | | — |
| | | 942.4 |
| Other liabilities | 587.4 |
| | (491.9 | ) | 3(a) | | (18.0 | ) | 4(e) | | 77.5 |
| Liabilities held for sale | — |
| | 23,422.6 |
| 3(a) | | — |
| | | 23,422.6 |
| Total liabilities | 30,746.0 |
| | 3,172.5 |
| 3(a) | | (170.4 | ) | | | 33,748.1 |
| | | | |
| | | | | | Commitments and contingencies | | | |
| | | | | | | | | |
| | | | | | HRG Group, Inc. shareholders' equity: | | | |
| | | | | | Common stock, $0.01 par; 500,000.0 thousand shares authorized; 201,383.8 thousand shares issued and outstanding at September 30, 2015. | 2.0 |
| | — |
|
| | — |
| | | 2.0 |
| Additional paid-in capital | 1,458.5 |
| | — |
|
| | — |
| | | 1,458.5 |
| Accumulated deficit | (833.1 | ) | | — |
|
| | 100.7 |
| 4(j) | | (732.4 | ) | Accumulated other comprehensive loss | (40.7 | ) | | — |
|
| | — |
| | | (40.7 | ) | Total HRG Group, Inc. shareholders' equity | 586.7 |
| | — |
|
| | 100.7 |
| | | 687.4 |
| Noncontrolling interest | 1,001.4 |
| | — |
|
| | 0.5 |
| 4(l) | | 1,001.9 |
| Total shareholders’ equity | 1,588.1 |
| | — |
|
| | 101.2 |
| | | 1,689.3 |
| Total liabilities and equity | $ | 32,334.1 |
| | $ | 3,172.5 |
|
| | $ | (69.2 | ) | | | $ | 35,437.4 |
|
See accompanying notes to unaudited pro forma condensed combined financial statements.
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