(4) Divestitures

The following table summarizes the components of “(Loss) income from discontinued operations, net of tax” in the accompanying Consolidated Statements of Operations at Fiscal 2016, 2015 and 2014:



	Fiscal
	2016			2015			2014
(Loss) income from discontinued operations, net of tax attributable to FGL	$	(265.1	)	$	147.1		$	155.0
Income (loss) from discontinued operations, net of tax attributable to Compass	40.8			(368.6		)	(67.7		)
(Loss) income from discontinued operations, net of tax	$	(224.3	)	$	(221.5	)	$	87.3

FGL Merger Agreement

On November 8, 2015, FGL, Anbang, AB Infinity, and Merger Sub entered into the FGL Merger Agreement, which was amended by the parties on November 3, 2016. Pursuant to the FGL Merger Agreement and subject to the terms and conditions set forth therein, Merger Sub will merge with and into FGL, with FGL continuing as the surviving entity, which will become a direct, wholly-owned subsidiary of AB Infinity and an indirect, wholly-owned subsidiary of Anbang. Pursuant to the FGL Merger Agreement, at the effective time of the FGL Merger, each issued and outstanding share of FGL common stock, subject to certain exceptions, will be canceled and converted automatically into the right to receive $26.80 per share in cash, without interest.

The completion of the FGL Merger is subject to the satisfaction of a number of closing conditions, including the receipt of regulatory approvals from the Iowa Insurance Division, New York Department of Financial Services, Vermont Department of Financial Regulation, China Insurance Regulatory Commission, and the Committee on Foreign Investment in the United States (“CFIUS”).

Anbang continues to work on securing the remaining required regulatory approvals and the parties are committed to securing such approvals, however, the closing of the FGL Merger, and the timing thereof, is subject to the regulatory review and approval process, none of which can be assured. In the event that the FGL Merger Agreement is terminated, under specified circumstances, FGL may be required to pay a termination fee to Anbang and its subsidiaries of $51.5.

At September 30, 2016, the Company determined that its ownership interest in FGL met the criteria established by ASC 360 to classify it as held for sale. The following table summarizes the major categories of assets and liabilities of FGL classified as held for sale in the accompanying Consolidated Balance Sheets at September 30, 2016 and 2015:



	September 30, 2016			September 30, 2015
Assets
Investments, including loans and receivables from affiliates	$	21,140.9		$	19,206.7
Cash and cash equivalents	863.9			501.8
Accrued investment income	213.7			191.2
Reinsurance recoverable	3,463.9			3,578.7
Deferred tax assets	—			189.1
Properties, plant and equipment, net	18.5			14.4
Deferred acquisition costs and value of business acquired, net	1,065.5			1,048.6
Other assets	335.1			246.0
Write-down of assets of business held for sale to fair value less cost to sell	(362.8		)	—
Total assets of business held for sale	$	26,738.7		$	24,976.5
Liabilities
Insurance reserves	$	23,944.6		$	22,560.1
Debt	398.8			295.9
Accounts payable and other current liabilities	57.0			43.7
Deferred tax liabilities	9.9			—
Other liabilities	689.9			518.8
Total liabilities of business held for sale	$	25,100.2		$	23,418.5

The balances included in the accompanying Consolidated Balance Sheets and in the table above reflect transactions between the businesses held for sale and businesses held for use that are expected to continue to exist after the closing of the FGL Merger. Such transactions are not eliminated to reflect the continuing operations and balances held for sale. As a result, adjustments to the carrying value of certain intercompany assets recorded by FGL, were reversed upon consolidation in the Company’s Consolidated Financial Statements.

Below is a summary of the impact of such intercompany balances in the accompanying Consolidated Balance Sheets:



	September 30, 2016		September 30, 2015
Assets
Funds withheld receivable	$	978.8	$	1,058.0
Other assets	15.1		15.9
Assets of business held for sale	1,375.5		1,769.8
Total assets	$	2,369.4	$	2,843.7
Liabilities
Insurance reserves	$	1,119.5	$	1,226.8
Debt	63.0		330.7
Accounts payable and other current liabilities	—		1.6
Other liabilities	—		11.0
Liabilities of business held for sale	1,186.9		1,273.6
Total liabilities	$	2,369.4	$	2,843.7

The carrying value of the Company’s interest in FGL was higher than the fair value less cost to sell based on the sales price at September 30, 2016 and as a result, the Company recorded a write-down of assets of business held for sale of $362.8 at September 30, 2016.

In accordance with ASU 2014-08, the Company has determined that the FGL Merger Agreement represented a strategic shift for the Company and, accordingly, has presented the results of operations for FGL as discontinued operations in the accompanying Consolidated Statements of Operations.

The following table summarizes the components of “(Loss) income from discontinued operations, net of tax” in the accompanying Consolidated Statements of Operations for Fiscal 2016, 2015 and 2014:



	Fiscal
	2016			2015			2014
Revenues:
Insurance premiums	$	69.9		$	58.5		$	55.6
Net investment income (a)	922.7			850.8			760.2
Net investment gains (losses) (b)	27.6			(2.0		)	306.7
Insurance and investment product fees and other	126.8			89.2			68.3
Total revenues	1,147.0			996.5			1,190.8
Operating costs and expenses:
Benefits and other changes in policy reserves	790.9			578.4			787.5
Selling, acquisition, operating and general expenses	118.3			112.8			102.3
Amortization of intangibles	78.6			41.8			97.5
Total operating costs and expenses	987.8			733.0			987.3
Operating income	159.2			263.5			203.5
Interest expense	(22.0		)	(23.6		)	(22.5		)
Other income (expense), net	4.8			(5.0		)	(4.0		)
Write-down of assets of business held for sale to fair value less cost to sell (c)	(362.8		)	—			—
Net (loss) income before income taxes	(220.8		)	234.9			177.0
Income tax expense (d)	44.3			87.8			22.0
Net (loss) income	(265.1		)	147.1			155.0
Less: net income attributable to noncontrolling interest	19.0			23.1			12.9
Net (loss) income - attributable to controlling interest	$	(284.1	)	$	124.0		$	142.1

(a) Included in the net investment income attributable to FGL is interest income of $4.1, $4.5 and $4.5 for Fiscal 2016, 2015 and 2014, respectively, on debt instruments issued by entities consolidated by HRG as they will continue to exist following the closing of the FGL Merger. The corresponding interest expense is recorded in continuing operations in the accompanying Consolidated Statements of Operations.

(b) Included in “Net investment gains (losses)” are charges related to the change in expected recovery rates of asset-based loans. Such charges are presented as “Impairments and bad debt expense” on the Company’s accompanying Consolidated Statements of Operations.

(c) FGL’s net income during Fiscal 2016 and the increase in unrealized gains on FGL’s investment portfolio resulted in an increase of the Company’s carrying value in FGL that was above the fair value that the Company expects to receive as part of the sale which write-down of carrying value of the assets of business held for sale to fair value less cost to sell of $362.8. Such write-down could be partially reversed if the carrying value of FGL decreases in future reporting periods. Upon completion of the FGL Merger, the amount of AOCI related to FGL will be recognized through (loss) income from discontinued operations on the statement of operations and could result in a gain from discontinued operations.

(d) Included in the income tax expense for Fiscal 2016 was $15.2 of income tax expense primarily related to the establishment of a deferred tax liability of $367.9 at September 30, 2016 as a result of classifying HRG’s ownership interest in FGL as held for sale, partially offset by the recognition of a $94.7 deferred tax asset related to realized capital losses primarily from the Compass Sale and $258.0 reduction of valuation allowances on HRG’s net operating and capital loss carryforwards expected to offset the tax effects of the FGL Merger. The excess deferred tax liability of $15.2 was mainly related to the Company’s estimated alternative minimum taxes.

Compass Asset Sale and Compass Sale

Compass was formed on February 14, 2013 through transactions between subsidiaries of EXCO Resources, Inc.’s (“EXCO”) and HRG, resulting in the formation of the Compass general partner and the partnership. Under the terms of the respective agreements, Compass acquired certain oil and natural gas assets from EXCO. Immediately after the closing and the consummation of the transactions, the ownership in the Compass partnership was 73.5% by HRG and 24.5% by EXCO and 2.0% by the Compass general partner. In addition, HRG and EXCO each own a 50.0% member interest in the Compass general partner and each have equal representation on the general partner’s board of directors. As of September 30, 2014, the ownership of the Partnership and General Partnership translated into an economic ownership of Compass of 74.4%.

On October 6, 2014, HGI Energy entered into an agreement to buy from EXCO their remaining 25.5% economic interest in Compass for $118.8 (the “25.5% Compass Acquisition”). The transaction closed on October 31, 2014 resulting in HGI Energy owning an economic interest of 99.8% in Compass and 100.0% of the ownership interests in the general partner of Compass. As a result of this transaction, Compass became a consolidated subsidiary of the Company.

As discussed in Note 1, Basis of Presentation and Nature of Operations, on December 1, 2015, Compass completed the sale of its oil and gas interests located in the Holly, Waskom and Danville Fields in East Texas and North Louisiana. The Company accounted for the sale in accordance with ASC Topic 932, Property, Plant and Equipment: Extractive Activities - Oil and Gas.

Further, as discussed in Note 1, Basis of Presentation and Nature of Operations, on July 1, 2016, the Company entered into the Compass Sale Agreement. The Company’s interest in Compass met all of the held for sale criteria established by ASC 360 on July 1, 2016. During the fourth quarter of Fiscal 2016, the transactions contemplated by the Compass Sale Agreement were consummated and Compass was sold to a third party. The disposal represents all of the remaining oil and gas properties that were accounted for using the full-cost method as of Fiscal 2016.

The following table summarizes the major categories of assets and liabilities of discontinued operations in the accompanying Consolidated Balance Sheets at September 30, 2015:



	September 30, 2015
Assets
Cash and cash equivalents	$	34.0
Receivables, net	19.1
Properties, including oil and natural gas properties, net	288.9
Other assets	1.1
Total assets of discontinued operations	$	343.1
Liabilities
Debt	$	325.9
Accounts payable and other current liabilities	33.6
Other liabilities	39.1
Total liabilities of discontinued operations	$	398.6

In accordance with ASU 2014-08, the Company has determined that the Compass Sale represented a strategic shift for the Company and, accordingly, has presented the results of operations for Compass as discontinued operations in the accompanying Consolidated Statements of Operations.

The following table summarizes the components of “Net (loss) income from discontinued operations” in the accompanying Consolidated Statements of Operations at Fiscal 2016, 2015 and 2014. Prior to obtaining control of Compass on October 31, 2014, the Company consolidated its 74.4% proportionate share of the operations of the equity method investment in Compass, using a gross presentation. Fiscal 2016 includes results of Compass’ operation through August 23, 2016, the date of the Compass Sale.



	Fiscal
	2016			2015			2014
Revenues:
Oil and natural gas revenues	$	40.2		$	107.4		$	147.0

Operating costs and expenses:
Oil and natural gas direct operating costs	38.2			85.9			69.6
Selling, acquisition, operating and general expenses	22.8			62.0			50.0
Impairments and bad debt expense	93.2			485.1			81.0
Total operating costs and expenses	154.2			633.0			200.6
Operating loss	(114.0		)	(525.6		)	(53.6		)
Interest expense	(5.9		)	(9.9		)	(7.7		)
Gain upon gaining control of equity method investment	—			141.2			—
Gain on sale of oil and gas properties	105.6			—			—
Other income (loss), net	1.5			25.7			(6.4		)
Gain on disposal	53.6			—			—
Net income (loss)	40.8			(368.6		)	(67.7		)
Less: net income (loss) attributable to noncontrolling interest	0.1			(1.1		)	—
Net income (loss) attributable to common and participating preferred stockholders	$	40.7		$	(367.5	)	$	(67.7	)