ASSURED GUARANTY LTD - Quarter Report: 2023 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________
FORM 10-Q
| ☒ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
For the Quarterly Period Ended March 31, 2023
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
For the transition Period from to
Commission File No. 001-32141
ASSURED GUARANTY LTD.
(Exact name of registrant as specified in its charter)
| Bermuda | 98-0429991 | |||||||
| (State or other jurisdiction of incorporation) | (I.R.S. employer identification no.) | |||||||
30 Woodbourne Avenue
Hamilton HM 08, Bermuda
(Address of principal executive offices)
(441) 279-5700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of exchange on which registered | |||||||||
| Common Shares | $0.01 par value per share | AGO | New York Stock Exchange | ||||||||
| Assured Guaranty US Holdings Inc. 5.000% Senior Notes due 2024 (and the related guarantee of Registrant) | AGO 24 | New York Stock Exchange | |||||||||
| Assured Guaranty US Holdings Inc. 3.150% Senior Notes due 2031 (and the related guarantee of Registrant) | AGO/31 | New York Stock Exchange | |||||||||
| Assured Guaranty US Holdings Inc. 3.600% Senior Notes due 2051 (and the related guarantee of Registrant) | AGO/51 | New York Stock Exchange | |||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of registrant’s Common Shares ($0.01 par value) outstanding as of May 8, 2023 was 59,341,058 (includes 38,464 unvested restricted shares).
ASSURED GUARANTY LTD.
INDEX TO FORM 10-Q
| Page | ||||||||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Assured Guaranty Ltd.
Condensed Consolidated Balance Sheets (Unaudited)
(dollars in millions except share data)
| As of | |||||||||||
| March 31, 2023 | December 31, 2022 | ||||||||||
| Assets | |||||||||||
| Investments: | |||||||||||
Fixed-maturity securities, available-for-sale, at fair value, net of allowance for credit loss of $69 and $65 (amortized cost of $7,359 and $7,707) | $ | 6,869 | $ | 7,119 | |||||||
| Fixed-maturity securities, trading, at fair value | 300 | 303 | |||||||||
| Short-term investments, at fair value | 1,273 | 810 | |||||||||
Other invested assets (includes $27 and $30, at fair value) | 140 | 133 | |||||||||
| Total investments | 8,582 | 8,365 | |||||||||
| Cash | 118 | 107 | |||||||||
| Premiums receivable, net of commissions payable | 1,346 | 1,298 | |||||||||
| Deferred acquisition costs | 151 | 147 | |||||||||
| Salvage and subrogation recoverable | 258 | 257 | |||||||||
Financial guaranty variable interest entities’ assets (includes $413 and $413, at fair value) | 415 | 416 | |||||||||
Assets of consolidated investment vehicles (includes $5,067 and $5,363, at fair value) | 5,118 | 5,493 | |||||||||
| Goodwill and other intangible assets | 6 | 163 | |||||||||
| Assets held for sale | 227 | — | |||||||||
Other assets (includes $140 and $148, at fair value) | 557 | 597 | |||||||||
| Total assets | $ | 16,778 | $ | 16,843 | |||||||
| Liabilities | |||||||||||
| Unearned premium reserve | $ | 3,631 | $ | 3,620 | |||||||
| Loss and loss adjustment expense reserve | 291 | 296 | |||||||||
| Long-term debt | 1,676 | 1,675 | |||||||||
| Credit derivative liabilities, at fair value | 150 | 163 | |||||||||
Financial guaranty variable interest entities’ liabilities, at fair value (with recourse $692 and $702, without recourse $12 and $13) | 704 | 715 | |||||||||
Liabilities of consolidated investment vehicles (includes $4,352 and $4,431, at fair value) | 4,458 | 4,625 | |||||||||
| Liabilities held for sale | 51 | — | |||||||||
| Other liabilities | 402 | 457 | |||||||||
| Total liabilities | 11,363 | 11,551 | |||||||||
Commitments and contingencies (Note 12) | |||||||||||
| Shareholders’ equity | |||||||||||
Common shares ($0.01 par value, 500,000,000 shares authorized; 59,274,112 and 59,013,040 shares issued and outstanding) | 1 | 1 | |||||||||
| Retained earnings | 5,638 | 5,577 | |||||||||
Accumulated other comprehensive income (loss), net of tax of $(69) and $(84) | (420) | (515) | |||||||||
| Deferred equity compensation | 1 | 1 | |||||||||
| Total shareholders’ equity attributable to Assured Guaranty Ltd. | 5,220 | 5,064 | |||||||||
Nonredeemable noncontrolling interests (Note 8) | 195 | 228 | |||||||||
| Total shareholders’ equity | 5,415 | 5,292 | |||||||||
| Total liabilities and shareholders’ equity | $ | 16,778 | $ | 16,843 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
Assured Guaranty Ltd.
Condensed Consolidated Statements of Operations (Unaudited)
(dollars in millions except share data)
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Revenues | |||||||||||
| Net earned premiums | $ | 81 | $ | 214 | |||||||
| Net investment income | 81 | 62 | |||||||||
| Asset management fees | 26 | 34 | |||||||||
| Net realized investment gains (losses) | (2) | 3 | |||||||||
| Fair value gains (losses) on credit derivatives | 15 | (3) | |||||||||
| Fair value gains (losses) on committed capital securities | (16) | 1 | |||||||||
| Fair value gains (losses) on financial guaranty variable interest entities | (5) | 6 | |||||||||
| Fair value gains (losses) on consolidated investment vehicles | 58 | 14 | |||||||||
| Foreign exchange gains (losses) on remeasurement | 20 | (30) | |||||||||
| Fair value gains (losses) on trading securities | (2) | (4) | |||||||||
Other income (loss) | 27 | 3 | |||||||||
| Total revenues | 283 | 300 | |||||||||
| Expenses | |||||||||||
| Loss and loss adjustment expenses (benefit) | 4 | 57 | |||||||||
| Interest expense | 21 | 20 | |||||||||
| Amortization of deferred acquisition costs | 3 | 4 | |||||||||
| Employee compensation and benefit expenses | 82 | 73 | |||||||||
| Other operating expenses | 55 | 42 | |||||||||
| Total expenses | 165 | 196 | |||||||||
| Income (loss) before income taxes and equity in earnings (losses) of investees | 118 | 104 | |||||||||
| Equity in earnings (losses) of investees | 2 | (11) | |||||||||
| Income (loss) before income taxes | 120 | 93 | |||||||||
| Less: Provision (benefit) for income taxes | 23 | 18 | |||||||||
| Net income (loss) | 97 | 75 | |||||||||
| Less: Noncontrolling interests | 16 | 9 | |||||||||
| Net income (loss) attributable to Assured Guaranty Ltd. | $ | 81 | $ | 66 | |||||||
| Earnings per share: | |||||||||||
| Basic | $ | 1.37 | $ | 1.00 | |||||||
| Diluted | $ | 1.34 | $ | 0.98 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Assured Guaranty Ltd.
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(in millions)
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net income (loss) | $ | 97 | $ | 75 | |||||||
| Change in net unrealized gains (losses) on: | |||||||||||
Investments with no credit impairment, net of tax provision (benefit) of $14 and $(63) | 89 | (338) | |||||||||
Investments with credit impairment, net of tax provision (benefit) of $1 and $(9) | 5 | (39) | |||||||||
| Change in net unrealized gains (losses) on investments | 94 | (377) | |||||||||
| Change in instrument-specific credit risk on financial guaranty variable interest entities’ liabilities with recourse, net of tax | (1) | — | |||||||||
| Other, net of tax | 2 | (1) | |||||||||
| Other comprehensive income (loss) | 95 | (378) | |||||||||
| Comprehensive income (loss) | 192 | (303) | |||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | 16 | 9 | |||||||||
| Comprehensive income (loss) attributable to Assured Guaranty Ltd. | $ | 176 | $ | (312) | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Assured Guaranty Ltd.
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
(dollars in millions, except share data)
For the Three Months Ended March 31, 2023
| Shareholders’ Equity Attributable to Assured Guaranty Ltd. | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares Outstanding | Common Shares Par Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Deferred Equity Compensation | Total | Nonredeemable Noncontrolling Interests | Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2022 | 59,013,040 | $ | 1 | $ | 5,577 | $ | (515) | $ | 1 | $ | 5,064 | $ | 228 | $ | 5,292 | |||||||||||||||||||||||||||||||||||
| Net income | — | — | 81 | — | — | 81 | 16 | 97 | ||||||||||||||||||||||||||||||||||||||||||
Dividends ($0.28 per share) | — | — | (18) | — | — | (18) | — | (18) | ||||||||||||||||||||||||||||||||||||||||||
| Contributions | — | — | — | — | — | — | 3 | 3 | ||||||||||||||||||||||||||||||||||||||||||
| Common shares repurchases | (36,369) | — | (2) | — | — | (2) | — | (2) | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | 297,441 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | (52) | (52) | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | 95 | — | 95 | — | 95 | ||||||||||||||||||||||||||||||||||||||||||
| As of March 31, 2023 | 59,274,112 | $ | 1 | $ | 5,638 | $ | (420) | $ | 1 | $ | 5,220 | $ | 195 | $ | 5,415 | |||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, 2022
| Shareholders’ Equity Attributable to Assured Guaranty Ltd. | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares Outstanding | Common Shares Par Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Deferred Equity Compensation | Total | Nonredeemable Noncontrolling Interests | Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2021 | 67,518,424 | $ | 1 | $ | 5,990 | $ | 300 | $ | 1 | $ | 6,292 | $ | 186 | $ | 6,478 | |||||||||||||||||||||||||||||||||||
| Net income | — | — | 66 | — | — | 66 | 10 | 76 | ||||||||||||||||||||||||||||||||||||||||||
Dividends ($0.25 per share) | — | — | (17) | — | — | (17) | — | (17) | ||||||||||||||||||||||||||||||||||||||||||
| Contributions | — | — | — | — | — | — | 5 | 5 | ||||||||||||||||||||||||||||||||||||||||||
| Common shares repurchases | (2,738,223) | — | (155) | — | — | (155) | — | (155) | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | 263,346 | — | (6) | — | — | (6) | — | (6) | ||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | (8) | (8) | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | (378) | — | (378) | — | (378) | ||||||||||||||||||||||||||||||||||||||||||
| As of March 31, 2022 | 65,043,547 | $ | 1 | $ | 5,878 | $ | (78) | $ | 1 | $ | 5,802 | $ | 193 | $ | 5,995 | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Assured Guaranty Ltd.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in millions)
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net cash flows provided by (used in) operating activities | $ | 312 | $ | (892) | |||||||
| Cash flows from investing activities: | |||||||||||
| Fixed-maturity securities, available-for-sale: | |||||||||||
| Purchases | (225) | (68) | |||||||||
| Sales | 455 | 57 | |||||||||
| Maturities and paydowns | 129 | 179 | |||||||||
| Short-term investments with original maturities of over three months: | |||||||||||
| Purchases | (12) | (17) | |||||||||
| Sales | 3 | — | |||||||||
| Maturities and paydowns | 15 | — | |||||||||
| Net sales (purchases) of short-term investments with original maturities of less than three months | (460) | 656 | |||||||||
| Paydowns of financial guaranty variable interest entities’ assets | 7 | 18 | |||||||||
| Purchases of other invested assets | (10) | (5) | |||||||||
| Sales and return of capital of other invested assets | 5 | 31 | |||||||||
| Other | (1) | (1) | |||||||||
| Net cash flows provided by (used in) investing activities | (94) | 850 | |||||||||
| Cash flows from financing activities: | |||||||||||
| Dividends paid | (18) | (17) | |||||||||
| Repurchases of common shares | (2) | (152) | |||||||||
| Net paydowns of financial guaranty variable interest entities’ liabilities | (9) | (41) | |||||||||
| Other | (15) | (10) | |||||||||
| Cash flows from consolidated investment vehicles: | |||||||||||
| Proceeds from issuance of collateralized loan obligations | — | 371 | |||||||||
| Repayment of collateralized loan obligations | — | (372) | |||||||||
| Proceeds from issuance of warehouse financing debt | — | 215 | |||||||||
| Repayment of warehouse financing debt | (152) | — | |||||||||
| Borrowing (payment) under credit facilities | (30) | (1) | |||||||||
| Contributions from noncontrolling interests to consolidated investment vehicles | — | 3 | |||||||||
| Distributions to noncontrolling interests from consolidated investment vehicles | (70) | (6) | |||||||||
| Net cash flows provided by (used in) financing activities | (296) | (10) | |||||||||
| Effect of foreign exchange rate changes | 1 | (1) | |||||||||
| Increase (decrease) in cash and cash equivalents and restricted cash | (77) | (53) | |||||||||
| Cash and cash equivalents and restricted cash at beginning of period | 207 | 342 | |||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | 130 | $ | 289 | |||||||
(continued on next page)
5
Assured Guaranty Ltd.
Condensed Consolidated Statements of Cash Flows (Unaudited) - (Continued)
(in millions)
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Supplemental cash flow information | |||||||||||
| Interest paid on long-term debt | $ | 10 | $ | 9 | |||||||
| Supplemental disclosure of non-cash activities: | |||||||||||
Puerto Rico Plan Consideration (see Note 3) | |||||||||||
| Fixed-maturity securities, available-for-sale, received as salvage | $ | 1 | $ | 610 | |||||||
| Fixed-maturity securities, available-for-sale, ceded to a reinsurer | — | 27 | |||||||||
| Fixed-maturity securities, trading, received as salvage | — | 184 | |||||||||
| Fixed-maturity securities, trading, ceded to a reinsurer | — | 6 | |||||||||
| Debt securities of financial guaranty variable interest entities received as salvage | — | 54 | |||||||||
| Contributions from noncontrolling interests | 3 | 2 | |||||||||
| Distributions to noncontrolling interests | 3 | 2 | |||||||||
| As of | |||||||||||
| March 31, 2023 | March 31, 2022 | ||||||||||
| Reconciliation of cash and cash equivalents and restricted cash to the condensed consolidated balance sheets: | |||||||||||
| Cash | $ | 118 | $ | 119 | |||||||
| Restricted cash (included in other assets) | — | 12 | |||||||||
Cash and cash equivalents of consolidated investment vehicles (See Note 8) | (13) | 158 | |||||||||
| Cash (included in assets held for sale) | 25 | — | |||||||||
| Cash and cash equivalents and restricted cash at the end of period | $ | 130 | $ | 289 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Business and Basis of Presentation
Business
Assured Guaranty Ltd. (AGL and, together with its subsidiaries, Assured Guaranty or the Company) is a Bermuda-based holding company that provides, through its operating subsidiaries, credit protection products to the United States (U.S.) and non-U.S. public finance (including infrastructure) and structured finance markets, as well as asset management services.
Through its insurance subsidiaries, the Company applies its credit underwriting judgment, risk management skills and capital markets experience primarily to offer financial guaranty insurance that protects holders of debt instruments and other monetary obligations from defaults in scheduled payments. If an obligor defaults on a scheduled payment due on an obligation, including a scheduled principal or interest payment (collectively, debt service), the Company is required under its unconditional and irrevocable financial guaranty to pay the amount of the shortfall to the holder of the obligation. The Company markets its financial guaranty insurance directly to issuers and underwriters of public finance and structured finance securities as well as to investors in such obligations. The Company guarantees obligations issued principally in the U.S. and the United Kingdom (U.K.), and also guarantees obligations issued in other countries and regions, including Western Europe, Canada and Australia. The Company also provides specialty insurance and reinsurance on transactions with risk profiles similar to those of its structured finance exposures written in financial guaranty form.
Through Assured Investment Management LLC (AssuredIM LLC) and its investment management affiliates (together with AssuredIM LLC, AssuredIM), the Company serves as investment advisor to collateralized loan obligations (CLOs) and opportunity funds, as well as certain legacy hedge and opportunity funds now subject to an orderly wind-down. AssuredIM has managed structured and public finance, credit and special situation investments since 2003. AssuredIM provides investment advisory services while leveraging a technology-enabled risk platform, which aims to maximize returns for its clients.
Transaction with Sound Point
On April 5, 2023, Assured Guaranty entered into a transaction agreement (Transaction Agreement) pursuant to which it agreed to contribute to Sound Point Capital Management, LP (Sound Point) most of its asset management business, other than that conducted by Assured Healthcare Partners LLC (AssuredIM Contributed Business). In addition, AGM and AGC (U.S. Insurance Subsidiaries) entered into a letter agreement (Letter Agreement) pursuant to which they agreed that, after the closing of the transactions contemplated by the Transaction Agreement, they would (a) engage Sound Point as their sole alternative credit manager, (b) transition to Sound Point the management of certain existing alternative investments and related commitments, and (c) subject to regulatory approval, over time make new investments in funds, other vehicles and separately managed accounts managed by Sound Point which, when aggregated with the transitioned alternative investments and commitments, will total $1 billion. See Note 7, Investments. Assured Guaranty will receive, subject to certain potential post-closing adjustments, common interests in Sound Point representing a 30% participation percentage in Sound Point, and certain other interests in related Sound Point entities (the transactions contemplated under the Transaction Agreement and the Letter Agreement, the Sound Point Transaction). The Sound Point Transaction is expected to be completed in the third quarter of 2023, subject to certain customary closing conditions, including the receipt of certain consents and regulatory approval.
Assets and Liabilities Held For Sale
As of March 31, 2023, the AssuredIM assets and liabilities subject to the Transaction Agreement were classified as held for sale. Separately, Assured Guaranty has committed to a plan to sell the remaining AssuredIM operating entities associated with its healthcare strategy, and not part of the Sound Point Transaction, including Assured Healthcare Partners LLC, and has also classified those assets and liabilities as held for sale. The results of all of the AssuredIM entities that are classified as held for sale are reported in the Asset Management segment. See Note 2, Segment Information.
In addition, the Company designated certain other assets and liabilities supporting the Insurance segment as held for sale in the first quarter of 2023.
The disposal group consisting of the assets and liabilities classified as held for sale is measured at the lower of carrying amount or fair value less any costs associated with the transaction. The Company assessed the disposal group for impairment and determined no impairment existed as of March 31, 2023. Upon classification of the disposal group as held for sale, the Company ceased amortizing held for sale intangibles. Each of the components held for sale will be accounted for as dispositions of businesses. The Company is still evaluating the effect that the Sound Point Transaction, and the expected sales
7
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
of the remaining assets and liabilities held for sale, will have in the period in which the transactions are consummated, which is expected to be in the third quarter of 2023. The table below shows the components of assets and liabilities held for sale.
Assets and Liabilities Held For Sale
As of March 31, 2023
| (in millions) | |||||
| Assets | |||||
| Short-term investments | $ | 1 | |||
| Cash | 25 | ||||
| Goodwill and other intangible assets | 155 | ||||
| Other assets | |||||
| Deferred tax assets | 5 | ||||
| Other | 41 | ||||
| Total assets held for sale | $ | 227 | |||
| Liabilities | |||||
| Other liabilities | $ | 51 | |||
| Total liabilities held for sale | $ | 51 | |||
Revenues and expenses attributable to all businesses held for sale relate primarily to the AssuredIM entities in the asset management segment, which results are presented in Note 2, Segment Information. Substantially all of the entities in the asset management segment are held for sale.
Once the Company executes the Sound Point Transaction and the sales of its held for sale businesses, which are expected to occur in the third quarter of 2023, the Company expects to deconsolidate the corresponding AssuredIM and other entities. The Company will account for its investment in Sound Point as an equity method investment. As of March 31, 2023, the effect of deconsolidating all the CIVs would have been a reduction in assets of $4,668 million, a reduction in liabilities of $4,458 million, and a reduction in non-controlling interests of $195 million.
Basis of Presentation
The unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). In management’s opinion, all material adjustments necessary for a fair statement of the financial condition, results of operations and cash flows of the Company, including its consolidated variable interest entities (VIEs), are reflected in the periods presented and are of a normal, recurring nature. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
These unaudited interim condensed consolidated financial statements are as of March 31, 2023 and cover the three-month period ended March 31, 2023 (first quarter 2023) and the three-month period ended March 31, 2022 (first quarter 2022). Certain financial information that is normally included in annual financial statements prepared in accordance with GAAP, but is not required for interim reporting purposes, has been condensed or omitted. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. Certain prior year balances have been reclassified to conform to the current period’s presentation, except for assets and liabilities held for sale as described above.
The unaudited interim condensed consolidated financial statements include the accounts of AGL, its direct and indirect subsidiaries, and its consolidated financial guaranty VIEs (FG VIEs) and CIVs. See Note 8, Financial Guaranty Variable Interest Entities and Consolidated Investment Vehicles. Intercompany accounts and transactions between and among all consolidated entities have been eliminated.
8
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (SEC).
The Company’s principal insurance subsidiaries are:
•Assured Guaranty Municipal Corp. (AGM), domiciled in New York;
•Assured Guaranty Corp. (AGC), domiciled in Maryland;
•Assured Guaranty UK Limited (AGUK), organized in the U.K.;
•Assured Guaranty (Europe) SA (AGE), organized in France;
•Assured Guaranty Re Ltd. (AG Re), domiciled in Bermuda; and
•Assured Guaranty Re Overseas Ltd. (AGRO), domiciled in Bermuda.
The Company’s principal asset management subsidiaries are:
•Assured Investment Management LLC, organized in Delaware;
•Assured Investment Management (London) LLP, organized in the U.K.; and
•Assured Healthcare Partners LLC, organized in Delaware.
AGM and AGC (collectively, the U.S. Insurance Subsidiaries), jointly own an investment subsidiary, AG Asset Strategies LLC (AGAS), which invests in funds managed by AssuredIM (AssuredIM Funds).
AGL directly or indirectly owns several holding companies, two of which - Assured Guaranty US Holdings Inc. (AGUS) and Assured Guaranty Municipal Holdings Inc. (AGMH and, together with AGUS, the U.S. Holding Companies) - have public debt outstanding.
Recent Accounting Standards Adopted
Targeted Improvements to the Accounting for Long-Duration Contracts
In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts. The Company’s adoption of this ASU on January 1, 2023 did not have any effect on the Company’s consolidated financial statements.
2. Segment Information
The Company reports its results of operations in two segments: Insurance and Asset Management, separate from its Corporate division and the effects of consolidating FG VIEs and CIVs, which is consistent with the manner in which the Company’s chief operating decision maker (CODM) reviews the business to assess performance and allocate resources.
The Insurance segment primarily consists of: (i) the Company’s insurance subsidiaries; and (ii) AGAS. The Asset Management segment consists of AssuredIM, which provides asset management services to third-party investors as well as to the U.S. Insurance Subsidiaries and AGAS.
The Corporate division primarily consists of interest expense on the debt of the U.S. Holding Companies and any losses on extinguishment or repurchases of their debt, as well as other operating expenses attributed to the corporate activities of AGL and the U.S. Holding Companies.
The Other category primarily includes the effect of consolidating FG VIEs and CIVs, intersegment eliminations and the reclassification of reimbursable fund expenses. See Note 8, Financial Guaranty Variable Interest Entities and Consolidated Investment Vehicles.
The segment results differ from the consolidated financial statements in certain respects. The Insurance segment includes: (i) premiums and losses from the financial guaranty insurance policies issued by the U.S. Insurance Subsidiaries which guarantee the FG VIEs’ debt; and (ii) AGAS’ share of earnings from investments in AssuredIM Funds in “equity in earnings (losses) of investees.” Under GAAP, (i) FG VIEs are consolidated by the U.S. Insurance Subsidiaries and the premiums and losses associated with the financial guaranty policies associated with the FG VIEs’ debt are eliminated, whereas
9
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
the reconciliation tables below present the FG VIEs and related eliminations in “other”, and (ii) CIVs are consolidated by AGUS, whereas in the reconciliation tables below, the CIVs and related eliminations of the Insurance segment’s “equity in earnings (losses) of investees” associated with AGAS’ interest in CIVs are presented in “other.” In addition, under GAAP, reimbursable fund expenses are shown as a component of asset management fees and included in total revenues, whereas in the Asset Management segment in the tables below, they are netted in “segment expenses”.
The Company analyzes the operating performance of each segment using “segment adjusted operating income (loss).” Results for each segment include specifically identifiable expenses as well as intersegment expense allocations, as applicable, based on time studies and other cost allocation methodologies based on headcount or other metrics. Segment adjusted operating income is defined as “net income (loss) attributable to AGL”, adjusted for the following items:
•Elimination of realized gains (losses) on the Company’s investments, except for gains and losses on securities classified as trading.
•Elimination of non-credit impairment-related unrealized fair value gains (losses) on credit derivatives that are recognized in net income, which is the amount of unrealized fair value gains (losses) in excess of the present value of the expected estimated economic credit losses, and non-economic payments.
•Elimination of fair value gains (losses) on the Company’s committed capital securities (CCS) that are recognized in net income.
•Elimination of foreign exchange gains (losses) on remeasurement of net premium receivables and loss and loss adjustment expense (LAE) reserves that are recognized in net income.
•Elimination of the tax effects related to the above adjustments, which are determined by applying the statutory tax rate in each of the jurisdictions that generate these adjustments.
The Company does not report assets by reportable segment as the CODM does not assess performance and allocate resources based on assets.
The following table presents information for the Company’s operating segments. Intersegment revenues include transactions between and among the segments, the corporate division and other.
Segment Information
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||||||||||
| Insurance | Asset Management | Insurance | Asset Management | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Third-party revenues | $ | 188 | $ | 25 | $ | 276 | $ | 30 | ||||||||||||||||||
| Intersegment revenues | 2 | 16 | 2 | 9 | ||||||||||||||||||||||
| Segment revenues | 190 | 41 | 278 | 39 | ||||||||||||||||||||||
| Segment expenses | 79 | 42 | 122 | 39 | ||||||||||||||||||||||
| Segment equity in earnings (losses) of investees | 30 | — | (1) | — | ||||||||||||||||||||||
| Less: Segment provision (benefit) for income taxes | 24 | — | 22 | — | ||||||||||||||||||||||
| Segment adjusted operating income (loss) | $ | 117 | $ | (1) | $ | 133 | $ | — | ||||||||||||||||||
10
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The tables below present a reconciliation of significant components of segment information to the comparable consolidated amounts.
Reconciliation of Segment Information to Consolidated Information
First Quarter 2023
| Equity in Earnings (Losses) of Investees | Less: | Net Income (Loss) Attributable to AGL | |||||||||||||||||||||||||||||||||
| Revenues | Expenses | Provision (Benefit) for Income Taxes | Noncontrolling Interests | ||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Segments: | |||||||||||||||||||||||||||||||||||
| Insurance | $ | 190 | $ | 79 | $ | 30 | $ | 24 | $ | — | $ | 117 | |||||||||||||||||||||||
| Asset Management | 41 | 42 | — | — | — | (1) | |||||||||||||||||||||||||||||
| Total segments | 231 | 121 | 30 | 24 | — | 116 | |||||||||||||||||||||||||||||
| Corporate division | 2 | 48 | — | (2) | — | (44) | |||||||||||||||||||||||||||||
| Other | 35 | (4) | (28) | (1) | 16 | (4) | |||||||||||||||||||||||||||||
| Subtotal | 268 | 165 | 2 | 21 | 16 | 68 | |||||||||||||||||||||||||||||
| Reconciling items: | |||||||||||||||||||||||||||||||||||
| Realized gains (losses) on investments | (2) | — | — | — | — | (2) | |||||||||||||||||||||||||||||
| Non-credit impairment-related unrealized fair value gains (losses) on credit derivatives | 13 | — | — | — | — | 13 | |||||||||||||||||||||||||||||
| Fair value gains (losses) on CCS | (16) | — | — | — | — | (16) | |||||||||||||||||||||||||||||
| Foreign exchange gains (losses) on remeasurement of premiums receivable and loss and LAE reserves | 20 | — | — | — | — | 20 | |||||||||||||||||||||||||||||
| Tax effect | — | — | — | 2 | — | (2) | |||||||||||||||||||||||||||||
| Total consolidated | $ | 283 | $ | 165 | $ | 2 | $ | 23 | $ | 16 | $ | 81 | |||||||||||||||||||||||
11
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Reconciliation of Segment Information to Consolidated Information
First Quarter 2022
| Equity in Earnings (Losses) of Investees | Less: | Net Income (Loss) Attributable to AGL | |||||||||||||||||||||||||||||||||
| Revenues | Expenses | Provision (Benefit) for Income Taxes | Noncontrolling Interests | ||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Segments: | |||||||||||||||||||||||||||||||||||
| Insurance | $ | 278 | $ | 122 | $ | (1) | $ | 22 | $ | — | $ | 133 | |||||||||||||||||||||||
| Asset Management | 39 | 39 | — | — | — | — | |||||||||||||||||||||||||||||
| Total segments | 317 | 161 | (1) | 22 | — | 133 | |||||||||||||||||||||||||||||
| Corporate division | 1 | 34 | — | — | — | (33) | |||||||||||||||||||||||||||||
| Other | 14 | 5 | (10) | — | 9 | (10) | |||||||||||||||||||||||||||||
| Subtotal | 332 | 200 | (11) | 22 | 9 | 90 | |||||||||||||||||||||||||||||
| Reconciling items: | |||||||||||||||||||||||||||||||||||
| Realized gains (losses) on investments | 3 | — | — | — | — | 3 | |||||||||||||||||||||||||||||
| Non-credit impairment-related unrealized fair value gains (losses) on credit derivatives | (7) | (4) | — | — | — | (3) | |||||||||||||||||||||||||||||
| Fair value gains (losses) on CCS | 1 | — | — | — | — | 1 | |||||||||||||||||||||||||||||
| Foreign exchange gains (losses) on remeasurement of premiums receivable and loss and LAE reserves | (29) | — | — | — | — | (29) | |||||||||||||||||||||||||||||
| Tax effect | — | — | — | (4) | — | 4 | |||||||||||||||||||||||||||||
| Total consolidated | $ | 300 | $ | 196 | $ | (11) | $ | 18 | $ | 9 | $ | 66 | |||||||||||||||||||||||
3. Outstanding Exposure
The Company sells credit protection primarily in financial guaranty insurance form. The Company may also sell credit protection by issuing policies that guarantee payment obligations under credit default swaps (CDS). The Company’s contracts accounted for as credit derivatives are generally structured such that the circumstances giving rise to the Company’s obligation to make loss payments are similar to those for its financial guaranty insurance contracts. The Company has not entered into any new CDS in order to sell credit protection in the U.S. since the beginning of 2009, when regulatory guidelines were issued that limited the terms under which such protection could be sold by its U.S. Insurance Subsidiaries. The Company has, however, acquired or reinsured portfolios since 2009 that include financial guaranty contracts in credit derivative form.
The Company seeks to limit its exposure to losses by underwriting obligations that it views to be investment grade at inception, although on occasion it may underwrite new issuances that it views to be below-investment-grade (BIG), typically as part of its loss mitigation strategy for existing troubled exposures. The Company also seeks to acquire portfolios of insurance from financial guarantors that are no longer writing new business by acquiring such companies or providing reinsurance on a portfolio of insurance; in such instances, it evaluates the risk characteristics of the target portfolio, which may include some BIG exposures, as a whole in the context of the proposed transaction. The Company diversifies its insured portfolio across sector and geography and, in the structured finance portfolio, generally requires subordination or collateral to protect it from loss. Reinsurance may be used in order to reduce net exposure to certain insured transactions.
Public finance obligations insured by the Company primarily consist of general obligation bonds supported by the taxing powers of U.S. state or municipal governmental authorities, as well as tax-supported bonds, revenue bonds and other obligations supported by covenants from state or municipal governmental authorities or other municipal obligors to impose and collect fees and charges for public services or specific infrastructure projects. The Company includes within public finance obligations those obligations backed by the cash flow from leases or other revenues from projects serving substantial public purposes, including utilities, toll roads, healthcare facilities and government office buildings. The Company also includes within public finance obligations similar obligations issued by U.S. and non-U.S. sovereign and sub-sovereign issuers and governmental authorities.
12
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Structured finance obligations insured by the Company are generally issued by special purpose entities, including VIEs, and backed by pools of assets having an ascertainable cash flow or market value or other specialized financial obligations. Some of these VIEs are consolidated as described in Note 8, Financial Guaranty Variable Interest Entities and Consolidated Investment Vehicles. Unless otherwise specified, the outstanding par and debt service amounts presented in this note include outstanding exposures on these VIEs whether or not they are consolidated.
The Company also writes specialty business that is consistent with its risk profile and benefits from its underwriting experience and other types of financial guaranties.
Surveillance Categories
The Company segregates its insured portfolio into investment grade and BIG surveillance categories to facilitate the appropriate allocation of resources to monitoring and loss mitigation efforts and to aid in establishing the appropriate cycle for periodic review of each exposure. BIG exposures include all exposures with internal credit ratings below BBB-.
The Company’s internal credit ratings are based on internal assessments of the likelihood of default and loss severity in the event of default. Internal credit ratings are expressed on a ratings scale similar to that used by the rating agencies and generally reflect an approach similar to that employed by the rating agencies, except that the Company’s internal credit ratings focus on future performance rather than lifetime performance.
The Company classifies those portions of risks benefiting from reimbursement obligations collateralized by eligible assets held in trust in acceptable reimbursement structures as being the higher of AA or their current internal rating. Unless otherwise noted, ratings disclosed herein on the Company’s insured portfolio reflect its internal ratings.
The Company monitors its insured portfolio and refreshes its internal credit ratings on individual exposures in quarterly, semi-annual or annual cycles based on the Company’s view of the exposure’s credit quality, loss potential, volatility and sector. Ratings on exposures in sectors identified as under the most stress or with the most potential volatility are reviewed every quarter, although the Company may also review a rating in response to developments impacting a credit when a ratings review is not scheduled. For assumed exposures, the Company may use the ceding company’s credit ratings of transactions where it is impractical for it to assign its own rating.
Exposures identified as BIG are subjected to further review to determine the probability of a loss. See Note 4, Expected Loss to be Paid (Recovered), for additional information. Surveillance personnel then assign each BIG transaction to one of the three BIG surveillance categories described below based upon whether a future loss is expected and whether a claim has been paid. The Company uses the pre-tax book yield of the relevant subsidiary’s investment portfolio to calculate the present value of projected payments and recoveries and determine whether a future loss is expected in order to assign the appropriate BIG surveillance category to a transaction. For financial statement measurement purposes, the Company uses risk-free rates, which are determined each quarter, to calculate the expected loss.
More extensive monitoring and intervention are employed for all BIG surveillance categories, with internal credit ratings reviewed quarterly. For purposes of determining the appropriate surveillance category, the Company expects “future losses” on a transaction when the Company believes there is at least a 50% chance that, on a present value basis, it will in the future pay claims on that transaction that will not be fully reimbursed. The three BIG surveillance categories are:
•BIG Category 1: Below-investment-grade transactions showing sufficient deterioration to make future losses possible, but for which none are currently expected.
•BIG Category 2: Below-investment-grade transactions for which future losses are expected but for which no claims (other than liquidity claims, which are claims that the Company expects to be reimbursed within one year) have yet been paid.
•BIG Category 3: Below-investment-grade transactions for which future losses are expected and on which claims (other than liquidity claims) have been paid.
Financial Guaranty Exposure
The Company measures its financial guaranty exposure in terms of (i) gross and net par outstanding and (ii) gross and net debt service.
13
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company typically guarantees the payment of debt service when due. Since most of these payments are due in the future, the Company generally uses gross and net par outstanding as a proxy for its financial guaranty exposure. Gross par outstanding generally represents the principal amount of the insured obligation at a point in time. Net par outstanding equals gross par outstanding net of any reinsurance. The Company includes in its par outstanding calculation the impact of any consumer price index inflator to the reporting date as well as, in the case of accreting (zero-coupon) obligations, accretion to the reporting date. Foreign denominated par outstanding is translated at the spot rate at the end of the reporting period.
The Company has, from time to time, purchased securities that it has insured, and for which it had expected losses to be paid, in order to mitigate the economic effect of insured losses (Loss Mitigation Securities). The Company excludes amounts attributable to Loss Mitigation Securities from par and debt service outstanding and instead reports Loss Mitigation Securities in the investment portfolio because the Company manages such securities as investments and not insurance exposure. As of both March 31, 2023 and December 31, 2022, the Company excluded from net par outstanding $1.3 billion attributable to Loss Mitigation Securities.
Gross debt service outstanding represents the sum of all estimated future debt service payments on the insured obligations, on an undiscounted basis. Net debt service outstanding equals gross debt service outstanding net of any reinsurance. Future debt service payments include the impact of any consumer price index inflator after the reporting date, as well as, in the case of accreting (zero-coupon) obligations, accretion after the reporting date.
The Company calculates its debt service outstanding as follows:
•for insured obligations that are not supported by homogeneous pools of assets (which category includes most of the Company’s public finance transactions), as the total estimated contractual future debt service due through maturity, regardless of whether the obligations may be called and regardless of whether, in the case of obligations where principal payments are due when an underlying asset makes a principal payment, the Company believes the obligations will be repaid prior to contractual maturity; and
•for insured obligations that are supported by homogeneous pools of assets that are contractually permitted to prepay principal (which category includes, for example, residential mortgage-backed securities (RMBS)), as the total estimated expected future debt service due on insured obligations through their respective expected terms, which includes the Company’s expectations as to whether the obligations may be called and, in the case of obligations where principal payments are due when an underlying asset makes a principal payment, when the Company expects principal payments to be made prior to contractual maturity.
The calculation of debt service requires the use of estimates, which the Company updates periodically, including estimates and assumptions for the expected remaining term of insured obligations supported by homogeneous pools of assets, updated interest rates for floating and variable rate insured obligations, behavior of consumer price indices for obligations with consumer price index inflators, foreign exchange rates and other assumptions based on the characteristics of each insured obligation. Debt service is a measure of the estimated maximum potential exposure to insured obligations before considering the Company’s various legal rights to the underlying collateral and other remedies available to it under its financial guaranty contract.
Actual debt service may differ from estimated debt service due to refundings, terminations, negotiated restructurings, prepayments, changes in interest rates on variable rate insured obligations, consumer price index behavior differing from that projected, changes in foreign exchange rates on non-U.S. dollar denominated insured obligations and other factors.
14
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Financial Guaranty Portfolio
Debt Service and Par Outstanding
| As of March 31, 2023 | As of December 31, 2022 | ||||||||||||||||||||||
| Gross | Net | Gross | Net | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Debt Service | |||||||||||||||||||||||
| Public finance | $ | 363,914 | $ | 363,717 | $ | 359,899 | $ | 359,703 | |||||||||||||||
| Structured finance | 10,784 | 10,758 | 10,273 | 10,248 | |||||||||||||||||||
| Total financial guaranty | $ | 374,698 | $ | 374,475 | $ | 370,172 | $ | 369,951 | |||||||||||||||
| Par Outstanding | |||||||||||||||||||||||
| Public finance | $ | 226,902 | $ | 226,746 | $ | 224,254 | $ | 224,099 | |||||||||||||||
| Structured finance | 9,663 | 9,637 | 9,184 | 9,159 | |||||||||||||||||||
| Total financial guaranty | $ | 236,565 | $ | 236,383 | $ | 233,438 | $ | 233,258 | |||||||||||||||
In addition to amounts shown in the table above, the Company had outstanding commitments to provide guaranties of $808 million of public finance direct gross par and $1.4 billion of structured finance direct gross par as of March 31, 2023. These commitments are contingent on the satisfaction of all conditions set forth in them and may expire unused or be canceled at the counterparty’s request. Therefore, the total commitment amount does not necessarily reflect actual future guaranteed amounts.
Financial Guaranty Portfolio by Internal Rating
As of March 31, 2023
| Public Finance U.S. | Public Finance Non-U.S. | Structured Finance U.S | Structured Finance Non-U.S | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rating Category | Net Par Outstanding | % | Net Par Outstanding | % | Net Par Outstanding | % | Net Par Outstanding | % | Net Par Outstanding | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| AAA | $ | 220 | 0.1 | % | $ | 2,000 | 4.4 | % | $ | 908 | 10.5 | % | $ | 472 | 48.3 | % | $ | 3,600 | 1.5 | % | ||||||||||||||||||||||||||||||||||||||||||
| AA | 16,239 | 9.0 | 3,535 | 7.6 | 4,605 | 53.1 | 12 | 1.2 | 24,391 | 10.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| A | 97,909 | 54.1 | 10,460 | 22.8 | 1,567 | 18.1 | 385 | 39.4 | 110,321 | 46.7 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| BBB | 62,665 | 34.7 | 28,924 | 63.0 | 492 | 5.7 | 108 | 11.1 | 92,189 | 39.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| BIG | 3,804 | 2.1 | 990 | 2.2 | 1,088 | 12.6 | — | — | 5,882 | 2.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total net par outstanding | $ | 180,837 | 100.0 | % | $ | 45,909 | 100.0 | % | $ | 8,660 | 100.0 | % | $ | 977 | 100.0 | % | $ | 236,383 | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||||
Financial Guaranty Portfolio by Internal Rating
As of December 31, 2022
| Public Finance U.S. | Public Finance Non-U.S. | Structured Finance U.S | Structured Finance Non-U.S | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rating Category | Net Par Outstanding | % | Net Par Outstanding | % | Net Par Outstanding | % | Net Par Outstanding | % | Net Par Outstanding | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| AAA | $ | 222 | 0.1 | % | $ | 1,967 | 4.4 | % | $ | 926 | 11.2 | % | $ | 469 | 50.4 | % | $ | 3,584 | 1.5 | % | ||||||||||||||||||||||||||||||||||||||||||
| AA | 16,241 | 9.1 | 3,497 | 7.9 | 4,633 | 56.3 | 12 | 1.3 | 24,383 | 10.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| A | 96,807 | 53.9 | 9,271 | 20.9 | 1,075 | 13.1 | 340 | 36.5 | 107,493 | 46.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| BBB | 62,570 | 34.8 | 28,747 | 64.6 | 479 | 5.8 | 110 | 11.8 | 91,906 | 39.4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| BIG | 3,796 | 2.1 | 981 | 2.2 | 1,115 | 13.6 | — | — | 5,892 | 2.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total net par outstanding | $ | 179,636 | 100.0 | % | $ | 44,463 | 100.0 | % | $ | 8,228 | 100.0 | % | $ | 931 | 100.0 | % | $ | 233,258 | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||||
15
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Financial Guaranty Portfolio
Components of BIG Net Par Outstanding
As of March 31, 2023
| BIG Net Par Outstanding | Net Par | ||||||||||||||||||||||||||||
| BIG 1 | BIG 2 | BIG 3 | Total BIG | Outstanding | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Public finance: | |||||||||||||||||||||||||||||
| U.S. public finance | $ | 2,374 | $ | 109 | $ | 1,321 | $ | 3,804 | $ | 180,837 | |||||||||||||||||||
| Non-U.S. public finance | 990 | — | — | 990 | 45,909 | ||||||||||||||||||||||||
| Public finance | 3,364 | 109 | 1,321 | 4,794 | 226,746 | ||||||||||||||||||||||||
| Structured finance: | |||||||||||||||||||||||||||||
| U.S. RMBS | 12 | 39 | 937 | 988 | 1,910 | ||||||||||||||||||||||||
| Other structured finance | — | 32 | 68 | 100 | 7,727 | ||||||||||||||||||||||||
| Structured finance | 12 | 71 | 1,005 | 1,088 | 9,637 | ||||||||||||||||||||||||
| Total | $ | 3,376 | $ | 180 | $ | 2,326 | $ | 5,882 | $ | 236,383 | |||||||||||||||||||
Financial Guaranty Portfolio
Components of BIG Net Par Outstanding
As of December 31, 2022
| BIG Net Par Outstanding | Net Par | ||||||||||||||||||||||||||||
| BIG 1 | BIG 2 | BIG 3 | Total BIG | Outstanding | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Public finance: | |||||||||||||||||||||||||||||
| U.S. public finance | $ | 2,364 | $ | 108 | $ | 1,324 | $ | 3,796 | $ | 179,636 | |||||||||||||||||||
| Non-U.S. public finance | 981 | — | — | 981 | 44,463 | ||||||||||||||||||||||||
| Public finance | 3,345 | 108 | 1,324 | 4,777 | 224,099 | ||||||||||||||||||||||||
| Structured finance: | |||||||||||||||||||||||||||||
| U.S. RMBS | 18 | 39 | 953 | 1,010 | 1,956 | ||||||||||||||||||||||||
| Other structured finance | — | 34 | 71 | 105 | 7,203 | ||||||||||||||||||||||||
| Structured finance | 18 | 73 | 1,024 | 1,115 | 9,159 | ||||||||||||||||||||||||
| Total | $ | 3,363 | $ | 181 | $ | 2,348 | $ | 5,892 | $ | 233,258 | |||||||||||||||||||
Financial Guaranty Portfolio
BIG Net Par Outstanding and Number of Risks
As of March 31, 2023
| Net Par Outstanding | Number of Risks (2) | |||||||||||||||||||||||||||||||||||||
| Description | Financial Guaranty Insurance (1) | Credit Derivatives | Total | Financial Guaranty Insurance (1) | Credit Derivatives | Total | ||||||||||||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||||||||||||||
| BIG: | ||||||||||||||||||||||||||||||||||||||
| Category 1 | $ | 3,370 | $ | 6 | $ | 3,376 | 117 | 1 | 118 | |||||||||||||||||||||||||||||
| Category 2 | 170 | 10 | 180 | 15 | 2 | 17 | ||||||||||||||||||||||||||||||||
| Category 3 | 2,286 | 40 | 2,326 | 109 | 8 | 117 | ||||||||||||||||||||||||||||||||
| Total BIG | $ | 5,826 | $ | 56 | $ | 5,882 | 241 | 11 | 252 | |||||||||||||||||||||||||||||
16
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Financial Guaranty Portfolio
BIG Net Par Outstanding and Number of Risks
As of December 31, 2022
| Net Par Outstanding | Number of Risks (2) | |||||||||||||||||||||||||||||||||||||
| Description | Financial Guaranty Insurance (1) | Credit Derivatives | Total | Financial Guaranty Insurance (1) | Credit Derivatives | Total | ||||||||||||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||||||||||||||
| BIG: | ||||||||||||||||||||||||||||||||||||||
| Category 1 | $ | 3,357 | $ | 6 | $ | 3,363 | 122 | 1 | 123 | |||||||||||||||||||||||||||||
| Category 2 | 171 | 10 | 181 | 14 | 2 | 16 | ||||||||||||||||||||||||||||||||
| Category 3 | 2,307 | 41 | 2,348 | 111 | 10 | 121 | ||||||||||||||||||||||||||||||||
| Total BIG | $ | 5,835 | $ | 57 | $ | 5,892 | 247 | 13 | 260 | |||||||||||||||||||||||||||||
_____________________
(1) Includes FG VIEs.
(2) A risk represents the aggregate of the financial guaranty policies that share the same revenue source for purposes of making debt service payments.
Exposure to Puerto Rico
The Company had insured exposure to obligations of various authorities and public corporations of the Commonwealth of Puerto Rico (Puerto Rico or the Commonwealth) as well as its general obligation bonds aggregating $1.4 billion net par outstanding as of both March 31, 2023 and December 31, 2022. All of the Company’s insured exposure to Puerto Rico is rated BIG. The Company has paid claims as a result of payment defaults on all of its outstanding Puerto Rico exposures except the Municipal Finance Agency (MFA), the Puerto Rico Aqueduct and Sewer Authority (PRASA), and the University of Puerto Rico (U of PR), which have made their debt service payments on time.
On June 30, 2016, the Puerto Rico Oversight, Management, and Economic Stability Act (PROMESA) was signed into law. PROMESA established a seven-member Financial Oversight and Management Board (the FOMB) with authority to require that balanced budgets and fiscal plans be adopted and implemented by Puerto Rico. Title III of PROMESA provides for a process analogous to a voluntary bankruptcy process under Chapter 9 of the United States Bankruptcy Code.
After over five years of negotiations, a substantial portion of the Company’s Puerto Rico exposure was resolved in 2022 in accordance with four orders (including orders implementing the GO/PBA Plan and HTA Plan described below) entered by the United States District Court of the District of Puerto Rico (Federal District Court of Puerto Rico) related to the Company’s exposure to all insured Puerto Rico credits experiencing payment default in 2022 except Puerto Rico Electric Power Authority (PREPA) (2022 Puerto Rico Resolutions). As a result of the 2022 Puerto Rico Resolutions, during 2022 the Company’s obligations under its insurance policies covering debt of the Puerto Rico Convention Center District Authority (PRCCDA) and Puerto Rico Infrastructure Authority (PRIFA) were extinguished, and its insurance exposure to Puerto Rico general obligations (GO) bonds, Public Buildings Authority (PBA) bonds and Puerto Rico Highway and Transportation Authority (PRHTA) bonds were greatly reduced.
Under the Modified Eighth Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, the Employees Retirement System of the Government of the Commonwealth of Puerto Rico, and the Puerto Rico Public Buildings Authority (GO/PBA Plan), the Company received cash, new general obligation bonds (New GO Bonds) and contingent value instruments (CVIs). Under the Modified Fifth Amended Title III Plan of Adjustment for PRHTA (HTA Plan), the Company received cash, new bonds backed by toll revenues (Toll Bonds, and together with the New GO Bonds, New Recovery Bonds) and CVIs. Cash, New Recovery Bonds and CVIs received pursuant to the 2022 Puerto Rico Resolutions are collectively referred to as Plan Consideration.
Plan Consideration is reported in either cash, investments or FG VIE assets as described below.
•Investments and cash. Plan Consideration received in respect of bondholders whose principal on bonds insured by the Company were accelerated against the Commonwealth and became due and payable under the 2022 Puerto Rico Resolutions are reported in Cash and Investments. See Note 7, Investments, for the fair value of the Toll Bonds and CVIs remaining as of March 31, 2023.
17
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
•FG VIE assets. Plan Consideration received in respect of insured bondholders who elected to receive custody receipts that represent an interest in the legacy insurance policy plus Plan Consideration that constitute distributions under the HTA Plan or the GO/PBA Plan are reported in FG VIE assets. The Company’s insurance policy continues to guarantee principal and interest coming due on the legacy insured bonds in accordance with the terms of such insurance policy on the originally scheduled legacy bond interest and principal payment dates to the extent that distributions of Plan Consideration are insufficient to pay or prepay such amounts. See Note 8, Financial Guaranty Variable Interest Entities and Consolidated Investment Vehicles, for the fair value of New Recovery Bonds remaining as of March 31, 2023
The Company has sold a portion of the New Recovery Bonds and CVIs and may sell in the future any New Recovery Bonds or CVIs it continues to hold. The fair value of any New Recovery Bonds and CVIs that the Company retains will fluctuate from their date of acquisition. Any gains or losses on sales of New Recovery Bonds and CVIs in the investment portfolio are reported as realized gains and losses on investments and fair value gains (losses) on trading securities, respectively, rather than loss and LAE.
The CVIs are intended to provide creditors with additional recoveries tied to the outperformance of the Puerto Rico 5.5% Sales and Use Tax (SUT) receipts against May 2020 certified fiscal plan projections, subject to annual and lifetime caps. The notional amount of a CVI represents the sum of the maximum distributions the holder could receive under the CVI, subject to the cumulative and annual caps, if the SUT sufficiently exceeds 2020 certified fiscal plan projections, without any discount for time. Substantially all of the CVIs are reported in investments, rather than FG VIEs.
The Company is continuing its efforts to resolve the one remaining Puerto Rico insured exposure that is in payment default, PREPA. Economic, political and legal developments, including inflation and increases in the cost of petroleum products, may impact any resolution of the Company’s PREPA insured exposure and the value of any remaining consideration received in connection with the 2022 Puerto Rico Resolutions or any future resolutions of the Company’s PREPA insured exposures. The impact of developments relating to Puerto Rico during any quarter or year could be material to the Company’s results of operations and shareholders’ equity.
Puerto Rico Par and Debt Service Schedules
All Puerto Rico exposures are internally rated BIG. The following tables show the Company’s insured exposure to general obligation bonds of Puerto Rico and various obligations of its related authorities and public corporations.
Puerto Rico
Gross Par and Gross Debt Service Outstanding
| Gross Par Outstanding | Gross Debt Service Outstanding | ||||||||||||||||||||||
| As of | As of | ||||||||||||||||||||||
| March 31, 2023 | December 31, 2022 | March 31, 2023 | December 31, 2022 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Exposure to Puerto Rico | $ | 1,367 | $ | 1,378 | $ | 1,855 | $ | 1,899 | |||||||||||||||
18
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Puerto Rico
Net Par Outstanding
| As of | |||||||||||
| March 31, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
| Defaulted Puerto Rico Exposures | |||||||||||
| PREPA | $ | 720 | $ | 720 | |||||||
| Total Defaulted | 720 | 720 | |||||||||
| Resolved Puerto Rico Exposures | |||||||||||
| PRHTA (Transportation revenue) (1) | 295 | 298 | |||||||||
| PRHTA (Highway revenue) (1) | 182 | 182 | |||||||||
Commonwealth of Puerto Rico - GO (1) | 25 | 25 | |||||||||
| PBA (1) | 4 | 4 | |||||||||
| Total Resolved | 506 | 509 | |||||||||
| Other Puerto Rico Exposures | |||||||||||
| MFA (2) | 124 | 131 | |||||||||
| PRASA and U of PR (2) | 1 | 1 | |||||||||
| Total Other | 125 | 132 | |||||||||
| Total net exposure to Puerto Rico | $ | 1,351 | $ | 1,361 | |||||||
____________________
(1) Resolved in pursuant to the 2022 Puerto Rico Resolutions.
(2) All debt service on these insured exposures have been paid to date without any insurance claim being made on the Company.
The following table shows the scheduled amortization of the insured general obligation bonds of Puerto Rico and various obligations of its related authorities and public corporations. The Company guarantees payment of interest and principal when those amounts are scheduled to be paid and cannot be required to pay on an accelerated basis, although in certain circumstances it may elect to do so. In the event that obligors default on their obligations, the Company would only be required to pay the shortfall between the debt service due in any given period and the amount paid by the obligors.
Amortization Schedule of Puerto Rico
Net Par Outstanding and Net Debt Service Outstanding
As of March 31, 2023
| Scheduled Net Par Amortization | Scheduled Net Debt Service Amortization | ||||||||||
| (in millions) | |||||||||||
| 2023 (April 1 - June 30) | $ | — | $ | 3 | |||||||
| 2023 (July 1 - September 30) | 124 | 154 | |||||||||
| 2023 (October 1 - December 31) | — | 3 | |||||||||
| Subtotal 2023 | 124 | 160 | |||||||||
| 2024 | 110 | 170 | |||||||||
| 2025 | 94 | 148 | |||||||||
| 2026 | 149 | 200 | |||||||||
| 2027 | 124 | 168 | |||||||||
| 2028-2032 | 378 | 528 | |||||||||
| 2033-2037 | 240 | 311 | |||||||||
| 2038-2041 | 132 | 150 | |||||||||
| Total | $ | 1,351 | $ | 1,835 | |||||||
19
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
PREPA
As of March 31, 2023, the Company had $720 million insured net par outstanding of PREPA obligations. The Company believes that the PREPA obligations are secured by a lien on the revenues of the electric system. On May 3, 2019, AGM and AGC entered into a restructuring support agreement with PREPA and other stakeholders, including a group of uninsured PREPA bondholders, the Commonwealth and the FOMB (PREPA RSA). This agreement was terminated by Puerto Rico on March 8, 2022.
On April 8, 2022, Judge Laura Taylor Swain of the Federal District Court of Puerto Rico issued an order appointing as members of a PREPA mediation team U.S. Bankruptcy Judges Shelley Chapman (lead mediator), Robert Drain and Brendan Shannon. Judge Swain also entered a separate order establishing the terms and conditions of mediation, including that the mediation would terminate on June 1, 2022. Judge Swain has since extended the term of such mediation several times, most recently on April 24, 2023 extending the term to July 28, 2023. The FOMB initially filed a plan of adjustment and disclosure statement for PREPA with the Federal District Court of Puerto Rico on December 16, 2022, and filed an amended version on February 9, 2023 (FOMB PREPA Plan). The FOMB PREPA Plan would split bondholders into two groups: one that would settle litigation regarding whether that creditor repayment is limited to existing accounts, and another group that would continue litigating that bondholders have a right to PREPA’s current and future revenue collections. The FOMB PREPA Plan provides for lower recoveries to bondholders than did previous agreements the FOMB reached with bondholders. The Federal District Court of Puerto Rico approved the PREPA disclosure statement on February 28, 2023, which allows bondholder solicitation on the FOMB PREPA Plan to begin.
On March 22, 2023, the Federal District Court of Puerto Rico found that the PREPA bondholders had perfected liens only in revenues that had been deposited in the sinking fund established under the PREPA trust agreement and related funds over which the bond trustee had control. The Federal District Court of Puerto Rico also held, however, that PREPA bondholders do have recourse under the PREPA trust agreement in the form of an unsecured net revenue claim. The Federal District Court of Puerto Rico declined to value the amount of the claim but defined it as the value of the net revenues that would have, under the waterfall provisions of the PREPA trust agreement and applicable nonbankruptcy law, become collateral upon being deposited in the sinking fund and payable to PREPA bondholders over the remaining terms of the bonds. The ultimate value of the claim, according to the Federal District Court of Puerto Rico, should be determined through a claim estimations proceeding.
On April 13, 2023, the Federal District Court of Puerto Rico issued an order regarding proposed procedures to estimate the value of the unsecured net revenue claim, pursuant to which the court established a discovery briefing and expert report schedule, indicated that a hearing would be held the week of June 5, 2023, and stated that it expected and directed the parties to engage in good faith mediation.
The last revised fiscal plan for PREPA was certified by the FOMB on June 28, 2022.
PRHTA
As of March 31, 2023, the Company had $477 million of insured net par outstanding of PRHTA bonds: $295 million insured net par outstanding of PRHTA (transportation revenue) bonds and $182 million insured net par outstanding of PRHTA (highway revenue) bonds. PRHTA net par outstanding represents the Company’s exposure in respect of insured bondholders who elected to receive custody receipts that represent an interest in the legacy insurance policy plus Toll Bonds that constitute distributions under the HTA Plan.
Puerto Rico GO and PBA
As of March 31, 2023, the Company had remaining $25 million of insured net par outstanding of GO bonds and $4 million of insured net par outstanding of PBA bonds. GO/PBA net par outstanding represents the Company’s exposure in respect of insured bondholders who elected to receive custody receipts that represent an interest in the legacy insurance policy plus cash, New GO Bonds and CVIs that constitute distributions under the GO/PBA Plan.
20
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Other Puerto Rico Exposures
All debt service payments for the Company’s remaining Puerto Rico exposures of $125 million insured net par outstanding have been made in full by the obligors as of the date of this filing. These exposures consist primarily of $124 million net par outstanding of MFA bonds, which are secured by a lien on local tax revenues.
Puerto Rico Litigation
Currently, there are numerous legal actions relating to the default by the Commonwealth and certain of its instrumentalities on debt service payments, and related matters, and the Company is a party to a number of them. The Company has taken legal action, and may take additional legal action in the future, to enforce its rights with respect to Puerto Rico obligations which the Company insures. In addition, the Commonwealth, the FOMB and others have taken legal action naming the Company as party.
A number of legal actions involving the Company and relating to the Commonwealth, PRCCDA and PRIFA, as well as claims related to the clawback of certain excise taxes and revenues pledged to secure bonds issued by PRHTA, were resolved on March 15, 2022, and all remaining legal actions involving the Company and relating to PRHTA were resolved on December 6, 2022, which together comprised the consummation of the 2022 Puerto Rico Resolutions. Except for one proceeding related to PREPA, all proceedings involving the Company and relating to the default by the Commonwealth or its instrumentalities remain stayed pending the Federal District Court of Puerto Rico's determination on plans of adjustment or other proceedings.
The following Puerto Rico proceeding in which the Company is involved is no longer stayed:
•On July 1, 2019, the FOMB initiated an adversary proceeding against U.S. Bank National Association, as trustee for PREPA’s bonds, objecting to and challenging the validity, enforceability, and extent of prepetition security interests securing those bonds and seeking other relief. On September 30, 2022, the FOMB filed an amended complaint against the trustee (i) objecting to and challenging the validity, enforceability, and extent of prepetition security interests securing PREPA’s bonds and (ii) arguing that PREPA bondholders’ recourse was limited to certain deposit accounts held by the trustee. On October 7, 2022, the court approved a stipulation permitting AGM and AGC to intervene as defendants. Summary judgment motions were filed by plaintiffs and defendants on October 24, 2022. As noted above, on March 22, 2023, the Federal District Court of Puerto Rico granted in part and denied in part each party’s cross-motions for summary judgment. The Federal District Court of Puerto Rico found that the PREPA bondholders had perfected liens only in revenues that had been deposited in the sinking fund established under the PREPA trust agreement and related funds over which the bond trustee had control. The Federal District Court of Puerto Rico also held that the PREPA bondholders do have recourse under the trust agreement in the form of an unsecured net revenue claim, but declined to value the unsecured net revenue claim. On April 13, 2023, the court issued an order proposing procedures to estimate the value of the unsecured net revenue claim, pursuant to which the court established a discovery and expert report schedule, and directed the parties to engage in good faith mediation. A hearing is expected to be held the week of June 5, 2023. On May 3, 2023, the Federal District Court of Puerto Rico denied PREPA bondholders’ request to certify their interlocutory appeal of the finding that the PREPA bondholders had perfected liens only in revenues that had been deposited in the sinking fund established under the PREPA trust agreement and related funds over which the bond trustee had control. The Company is likely to appeal portions of the decision, including the lien scope ruling and necessity of any claim estimation proceeding, once the FOMB PREPA Plan has been approved.
The following Puerto Rico proceedings in which the Company is involved remain stayed:
•On June 26, 2017, AGM and AGC filed a complaint in the Federal District Court of Puerto Rico to compel the FOMB to certify the PREPA RSA for implementation under Title VI of PROMESA. On July 21, 2017, considering its PREPA Title III petition on July 2, 2017, the FOMB filed a notice of stay under PROMESA.
•On July 18, 2017, AGM and AGC filed a motion for relief in the Federal District Court of Puerto Rico from the
automatic stay filed in the PREPA Title III Bankruptcy proceeding. The court denied the motion on September 14,
2017, but on August 8, 2018, the United States Court of Appeals for the First Circuit vacated and remanded the court’s decision. On October 3, 2018, AGM and AGC, together with other bond insurers, filed a motion with the court to lift the automatic stay to commence an action against PREPA for the appointment of a receiver. Following termination of mediation without a resolution and the filing of a motion to dismiss PREPA’s Title III case or to lift the automatic stay
21
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
to allow for the appointment of a receiver, the court effectively stayed this matter until termination of the plan confirmation process.
•On May 20, 2019, the FOMB and the Official Committee of Unsecured Creditors filed an adversary complaint in the Federal District Court of Puerto Rico challenging the validity, enforceability, and extent of security interests in PRHTA revenues. Relatedly, on January 16, 2020, the FOMB, on behalf of the PRHTA, brought an adversary proceeding in the Federal District Court of Puerto Rico against AGM and AGC and other insurers of PRHTA bonds, objecting to the bond insurers claims in the PRHTA Title III proceedings and seeking to disallow such claims. These matters are currently stayed. On October 12, 2022, the court entered an order and judgment confirming the amended plan of adjustment for PRHTA filed by the FOMB with the court on September 6, 2022 (HTA Confirmation Order), and which provides that these adversary proceeding must be dismissed with prejudice within five business days of the HTA Confirmation Order becoming a final order, which should occur after all appeals of the HTA Confirmation Order have been resolved.
•On September 30, 2019, certain parties that either had advanced funds to PREPA for the purchase of fuel or had succeeded to such claims (Fuel Line Lenders) filed an amended adversary complaint against the FOMB and other parties, including AGC and AGM, seeking subordination of PREPA bondholder claims to Fuel Line Lenders’ claims. On November 12, 2019, AGC and AGM filed a motion to dismiss the amended adversary complaint. On September 29, 2022, the court entered an order terminating the motion to dismiss without prejudice and indicating that the issues in the adversary proceeding will only be addressed, if necessary, after issues related to security and recourse of the PREPA bonds have been resolved or, if necessary, in connection with the confirmation of a plan of adjustment for PREPA.
•On October 30, 2019, the retirement system for PREPA employees (SREAEE) filed an amended adversary complaint in the Federal District Court of Puerto Rico against the FOMB and other parties, seeking subordination of PREPA bondholder claims to SREAEE claims. On November 7, 2019, the court granted a motion to intervene by AGC and AGM. On November 13, 2019, AGC and AGM filed a motion to dismiss the amended adversary complaint. On September 29, 2022, the court entered an order terminating the motion to dismiss without prejudice, and indicating that the issues in the adversary proceeding will only be addressed, if necessary, after issues related to security and recourse of the PREPA bonds have been resolved or, if necessary, in connection with the confirmation of a plan of adjustment for PREPA.
Specialty Business
The Company also guarantees specialty business with risk profiles similar to those of its structured finance exposures written in financial guaranty form.
Specialty Insurance, Reinsurance and Guaranties
| As of March 31, 2023 | As of December 31, 2022 | |||||||||||||||||||||||||
| Gross Exposure | Net Exposure | Gross Exposure | Net Exposure | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
Life insurance transactions (1) | $ | 1,302 | $ | 974 | $ | 1,314 | $ | 986 | ||||||||||||||||||
Aircraft residual value insurance policies | 355 | 200 | 355 | 200 | ||||||||||||||||||||||
| Other guaranties | 1,626 | 1,626 | 228 | 228 | ||||||||||||||||||||||
____________________
(1) The life insurance transactions net exposure is projected to reach $1.1 billion in 2025.
As of both March 31, 2023 and December 31, 2022, gross exposure of $144 million and net exposure of $84 million of aircraft residual value insurance was BIG. All other exposures in the table above are investment-grade quality.
The Company’s subsidiary, AGRO, also guarantees other specialty business, including an excess-of-loss guaranty of a minimum amount of billed rent on a diversified portfolio of real estate properties with an internal rating of AA. These guaranties mature in 2042. The Company’s maximum potential exposure under these guaranties was $1.6 billion as of March 31, 2023. The Company accounts for such guaranties in accordance with Accounting Standards Codification (ASC) 460, Guarantees.
22
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
4. Expected Loss to be Paid (Recovered)
Expected loss to be paid (recovered) is equal to the present value of expected future cash outflows for loss and
LAE payments, net of: (i) inflows for expected salvage, subrogation and other recoveries; and (ii) excess spread on underlying
collateral, as applicable. Cash flows are discounted at current risk-free rates. The Company updates the discount rates each quarter and reflects the effect of such changes in economic loss development. Net expected loss to be paid (recovered) is net of amounts ceded to reinsurers. The Company’s net expected loss to be paid (recovered) incorporates management’s probability weighted scenarios.
Expected cash outflows and inflows are probability weighted cash flows that reflect management’s assumptions about the likelihood of all possible outcomes based on all information available to the Company. Those assumptions consider the relevant facts and circumstances and are consistent with the information tracked and monitored through the Company’s risk management activities. Expected loss to be paid (recovered) is important in that it represents the present value of amounts that the Company expects to pay or recover in future periods for all contracts.
In circumstances where the Company purchased its own insured obligations that had expected losses, and in cases
where issuers of insured obligations elected or the Company and an issuer mutually agreed as part of a negotiation to deliver the
underlying collateral, insured obligation or a new security to the Company, expected loss to be paid (recovered) is reduced and
the asset received is prospectively accounted for under the applicable guidance for that instrument. Insured obligations with expected losses that were purchased by the Company are referred to as Loss Mitigation Securities and are recorded in the investment portfolio at fair value, excluding the value of the Company’s insurance. For Loss Mitigation Securities, the difference between the purchase price of the insured obligation and the fair value excluding the value of the Company’s insurance (on the date of acquisition) is treated as a paid loss. See Note 7, Investments, and Note 9, Fair Value Measurement.
Economic loss development represents the change in net expected loss to be paid (recovered) attributable to the effects of changes in the economic performance of insured transactions, changes in assumptions based on observed market trends, changes in discount rates, accretion of discount and the economic effects of loss mitigation efforts.
In order to effectively evaluate and manage the economics and liquidity of the entire insured portfolio, management assigns ratings and calculates expected loss to be paid (recovered) in the same manner for all its exposures regardless of form or differing accounting models. The insured portfolio includes policies accounted for under various accounting models depending on the characteristics of the contract and the Company’s control rights. The three primary models are: (1) insurance, as described in Note 5, Contracts Accounted for as Insurance; (2) derivatives, as described in Note 6, Contracts Accounted for as Credit Derivatives, and Note 9, Fair Value Measurement; and (3) FG VIE consolidation, as described in Note 8, Financial Guaranty Variable Interest Entities and Consolidated Investment Vehicles. The Company has paid and expects to pay future losses and/or recover past losses on policies which fall under each of these accounting models. This note provides information regarding expected claim payments to be made and/or recovered under all contracts in the insured portfolio.
Loss Estimation Process
The Company’s loss reserve committees estimate expected loss to be paid (recovered) for all contracts by reviewing analyses that consider various scenarios with corresponding probabilities assigned to them. Depending upon the nature of the risk, the Company’s view of the potential size of any loss and the information available to the Company, that analysis may be based upon individually developed cash flow models, internal credit rating assessments, sector-driven loss severity assumptions and/or judgmental assessments. In the case of its assumed business, the Company may conduct its own analysis as just described or, depending on the Company’s view of the potential size of any loss and the information available to the Company, the Company may use loss estimates provided by ceding insurers. The Company monitors the performance of its transactions with expected losses and each quarter the Company’s loss reserve committees review and refresh their loss projection assumptions, scenarios and the probabilities they assign to those scenarios based on actual developments during the period and their view of future performance.
The financial guaranties issued by the Company insure the credit performance of the guaranteed obligations over an extended period of time, in some cases over 30 years, and in most circumstances the Company has no right to cancel such financial guaranties. As a result, the Company’s estimate of ultimate loss on a policy is subject to significant uncertainty over the life of the insured transaction. Credit performance can be adversely affected by economic, fiscal and financial market variability over the life of most contracts.
23
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company does not use traditional actuarial approaches to determine its estimates of expected losses. The determination of expected loss to be paid (recovered) is an inherently subjective process involving numerous estimates, assumptions and judgments by management, using both internal and external data sources with regard to frequency, severity of loss, economic projections, governmental actions, negotiations, recovery rates, delinquency and prepayment rates (with respect to RMBS), timing of cash flows, and other factors that affect credit performance. These estimates, assumptions and judgments, and the factors on which they are based, may change materially over a reporting period, and have a material effect on the Company’s financial statements. Each quarter, the Company may revise its scenarios and update its assumptions, including the probability weightings of its scenarios based on public information as well as nonpublic information obtained through its surveillance and loss mitigation activities.
Changes over a reporting period in the Company’s loss estimates for public finance obligations supported by specified revenue streams, such as revenue bonds issued by toll road authorities, municipal utilities or airport authorities, generally will be influenced by factors impacting their revenue levels, such as changes in demand; changing demographics; and other economic factors, especially if the obligations do not benefit from financial support from other tax revenues or governmental authorities. Changes over a reporting period in the Company’s loss estimates for its tax-supported and general obligation public finance transactions generally will be influenced by factors impacting the public issuer’s ability and willingness to pay, such as changes in the economy and population of the relevant area; changes in the issuer’s ability or willingness to raise taxes, decrease spending or receive federal assistance; new legislation; rating agency actions that affect the issuer’s ability to refinance maturing obligations or issue new debt at a reasonable cost; changes in the priority or amount of pensions and other obligations owed to workers; developments in restructuring or settlement negotiations; and other political and economic factors. Changes in loss estimates may also be affected by the Company’s loss mitigation efforts and other variables.
Changes in the Company’s loss estimates for structured finance transactions generally will be influenced by factors impacting the performance of the assets supporting those transactions. For example, changes over a reporting period in the Company’s loss estimates for its RMBS transactions may be influenced by factors such as the level and timing of loan defaults experienced, changes in housing prices, results from the Company’s loss mitigation activities, and other variables.
Changes to estimates of net expected loss to be paid (recovered) and net economic loss development (benefit) over a reporting period may be attributable to a number of interrelated factors such as changes in discount rates, improvement or deterioration of transaction performance, charge-offs, loss mitigation activity, changes to projected default curves, severity rates, and dispute resolution. Actual losses will ultimately depend on future events, transaction performance or other factors that are difficult to predict. As a result, the Company’s current projections of losses may be subject to considerable volatility and may not reflect the Company’s ultimate claims paid.
In some instances, the terms of the Company’s policy or the terms of certain workout orders and resolutions give it the option to pay principal losses that have been recognized in the transaction but which it is not yet required to pay, thereby reducing the amount of guaranteed interest due in the future. The Company has sometimes exercised this option, which uses cash but reduces projected future losses.
Net Expected Loss to be Paid (Recovered) and Net Economic Loss Development (Benefit)
by Accounting Model
| Net Expected Loss to be Paid (Recovered) | Net Economic Loss Development (Benefit) | |||||||||||||||||||||||||
| As of | First Quarter | |||||||||||||||||||||||||
| Accounting Model | March 31, 2023 | December 31, 2022 | 2023 | 2022 | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
Insurance (see Note 5) | $ | 205 | $ | 205 | $ | 6 | $ | (44) | ||||||||||||||||||
FG VIEs (see Note 8) | 309 | (1) | 314 | (1) | 5 | (4) | ||||||||||||||||||||
Credit derivatives (see Note 6) | 3 | 3 | — | 4 | ||||||||||||||||||||||
Total | $ | 517 | $ | 522 | $ | 11 | $ | (44) | ||||||||||||||||||
____________________
(1) The expected loss to be paid for FG VIEs primarily relates to trusts established as part of the 2022 Puerto Rico Resolutions (Puerto Rico Trusts) that were consolidated.
The following tables present a roll forward of net expected loss to be paid (recovered) for all contracts, which are accounted for under one of the following accounting models: insurance, derivative and FG VIE. The Company used risk-free
24
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
rates for U.S. dollar denominated obligations that ranged from 3.44% to 4.87% with a weighted average of 3.75% as of March 31, 2023 and 3.82% to 4.69% with a weighted average of 4.08% as of December 31, 2022. Expected losses to be paid for U.S. dollar denominated transactions represented approximately 97.6% and 98.5% of the total as of March 31, 2023 and December 31, 2022, respectively.
Net Expected Loss to be Paid (Recovered)
Roll Forward
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Net expected loss to be paid (recovered), beginning of period | $ | 522 | $ | 411 | |||||||
| Economic loss development (benefit) due to: | |||||||||||
| Accretion of discount | 5 | 2 | |||||||||
| Changes in discount rates | 10 | (47) | |||||||||
| Changes in timing and assumptions | (4) | 1 | |||||||||
| Total economic loss development (benefit) | 11 | (44) | |||||||||
| Net (paid) recovered losses (1) | (16) | 65 | |||||||||
| Net expected loss to be paid (recovered), end of period | $ | 517 | $ | 432 | |||||||
____________________
(1) Net (paid) recovered losses in 2022 include the net amounts received pursuant to the portion of the 2022 Puerto Rico Resolutions related to PRCCDA, PRIFA and GO/PBA exposures, as described in Note 3, Outstanding Exposure.
Net Expected Loss to be Paid (Recovered)
Roll Forward by Sector
| First Quarter 2023 | ||||||||||||||||||||||||||
| Sector | Net Expected Loss to be Paid (Recovered) as of December 31, 2022 | Economic Loss Development (Benefit) | Net (Paid) Recovered Losses (1) | Net Expected Loss to be Paid (Recovered) as of March 31, 2023 | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Public finance: | ||||||||||||||||||||||||||
| U.S. public finance | $ | 403 | $ | 1 | $ | (24) | $ | 380 | ||||||||||||||||||
| Non-U.S. public finance | 9 | 4 | — | 13 | ||||||||||||||||||||||
| Public finance | 412 | 5 | (24) | 393 | ||||||||||||||||||||||
| Structured finance: | ||||||||||||||||||||||||||
| U.S. RMBS | 66 | 5 | 11 | 82 | ||||||||||||||||||||||
| Other structured finance | 44 | 1 | (3) | 42 | ||||||||||||||||||||||
| Structured finance | 110 | 6 | 8 | 124 | ||||||||||||||||||||||
| Total | $ | 522 | $ | 11 | $ | (16) | $ | 517 | ||||||||||||||||||
25
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
| First Quarter 2022 | ||||||||||||||||||||||||||
| Sector | Net Expected Loss to be Paid (Recovered) as of December 31, 2021 | Economic Loss Development (Benefit) | Net (Paid) Recovered Losses (1) | Net Expected Loss to be Paid (Recovered) as of March 31, 2022 | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Public finance: | ||||||||||||||||||||||||||
| U.S. public finance | $ | 197 | $ | (48) | $ | 32 | $ | 181 | ||||||||||||||||||
| Non-U.S. public finance | 12 | (2) | — | 10 | ||||||||||||||||||||||
| Public finance | 209 | (50) | 32 | 191 | ||||||||||||||||||||||
| Structured finance: | ||||||||||||||||||||||||||
| U.S. RMBS | 150 | 7 | 38 | 195 | ||||||||||||||||||||||
| Other structured finance | 52 | (1) | (5) | 46 | ||||||||||||||||||||||
| Structured finance | 202 | 6 | 33 | 241 | ||||||||||||||||||||||
| Total | $ | 411 | $ | (44) | $ | 65 | $ | 432 | ||||||||||||||||||
____________________
(1) Net of ceded paid losses, whether or not such amounts have been settled with reinsurers. Ceded paid losses are typically settled 45 days after the end of the reporting period. Such amounts are recorded as reinsurance recoverable on paid losses in “other assets”.
The tables above include (a) net LAE paid of $3 million and $13 million for first quarter 2023 and first quarter 2022, respectively, and (b) net expected LAE to be paid of $9 million as of March 31, 2023 and $11 million as of December 31, 2022.
U.S. RMBS Loss Projections
The Company projects losses on its insured U.S. RMBS on a transaction-by-transaction basis by projecting the performance of the underlying pool of mortgages over time and then applying the structural features (i.e., payment priorities and tranching) of the RMBS and any expected representation and warranty (R&W) recoveries/payables to the projected performance of the collateral over time. The resulting projected claim payments or reimbursements are then discounted using risk-free rates.
Each period the Company makes a judgment as to whether to change the assumptions it uses to make RMBS loss projections based on its observation during the period of the performance of its insured transactions (including early-stage delinquencies, late-stage delinquencies and loss severity) as well as the residential property market and economy in general, and, to the extent it observes changes, it makes a judgment as to whether those changes are normal fluctuations or part of a trend. The assumptions that the Company uses to project RMBS losses are shown in the sections below.
Net Economic Loss Development (Benefit)
U.S. RMBS
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| First lien U.S. RMBS | $ | — | $ | 18 | |||||||
| Second lien U.S. RMBS | 5 | (11) | |||||||||
First Lien U.S. RMBS Loss Projections: Alt-A, Prime, Option ARM and Subprime
The majority of projected losses in first lien U.S. RMBS transactions are expected to come from non-performing mortgage loans (those that are or have recently been two or more payments behind, have been modified, are in foreclosure, or have been foreclosed upon). Changes in the amount of non-performing loans from the amount projected in the previous period are one of the primary drivers of loss projections in this portfolio. In order to determine the number of defaults resulting from these delinquent and foreclosed loans, the Company applies a liquidation rate assumption to loans in each of various non-performing categories. The Company arrived at its liquidation rates based on data purchased from a third-party provider and assumptions about how delays in the foreclosure process and loan modifications may ultimately affect the rate at which loans are liquidated. Each quarter the Company reviews recent data and (if necessary) adjusts its liquidation rates based on its observations. The following table shows liquidation assumptions for various non-performing and re-performing categories.
26
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
First Lien U.S. RMBS Liquidation Rates
| As of | |||||||||||
| March 31, 2023 | December 31, 2022 | ||||||||||
| Current but recently delinquent | |||||||||||
| Alt-A and Prime | 20% | 20% | |||||||||
| Option ARM | 20% | 20% | |||||||||
| Subprime | 20% | 20% | |||||||||
| 30 – 59 Days Delinquent | |||||||||||
| Alt-A and Prime | 35% | 35% | |||||||||
| Option ARM | 35% | 35% | |||||||||
| Subprime | 30% | 30% | |||||||||
| 60 – 89 Days Delinquent | |||||||||||
| Alt-A and Prime | 40% | 40% | |||||||||
| Option ARM | 45% | 45% | |||||||||
| Subprime | 40% | 40% | |||||||||
| 90+ Days Delinquent | |||||||||||
| Alt-A and Prime | 55% | 55% | |||||||||
| Option ARM | 60% | 60% | |||||||||
| Subprime | 45% | 45% | |||||||||
| Bankruptcy | |||||||||||
| Alt-A and Prime | 45% | 45% | |||||||||
| Option ARM | 50% | 50% | |||||||||
| Subprime | 40% | 40% | |||||||||
| Foreclosure | |||||||||||
| Alt-A and Prime | 60% | 60% | |||||||||
| Option ARM | 65% | 65% | |||||||||
| Subprime | 55% | 55% | |||||||||
| Real Estate Owned | |||||||||||
| All | 100% | 100% | |||||||||
While the Company uses the liquidation rates above to project defaults of non-performing loans (including current loans that were recently modified or delinquent), it projects defaults on presently current loans by applying a conditional default rate (CDR) curve. The start of that CDR curve is based on the defaults the Company projects will emerge from currently nonperforming, recently nonperforming and modified loans. The total amount of expected defaults from the non-performing loans is translated into a constant CDR (i.e., the CDR plateau), which, if applied for each of the next 36 months, would be sufficient to produce approximately the amount of defaults that were calculated to emerge from the various delinquency categories. The CDR thus calculated individually on the delinquent collateral pool for each RMBS is then used as the starting point for the CDR curve used to project defaults of the presently performing loans.
In the most heavily weighted scenario (the base scenario), after the 36-month CDR plateau period, each transaction’s CDR is projected to improve over 12 months to a final CDR of 5% of the plateau CDR. In the base scenario, the Company assumes the final CDR will be reached one year after the 36-month CDR plateau period. Under the Company’s methodology, defaults projected to occur in the first 36 months represent defaults that can be attributed to loans that were recently modified or delinquent, or that are currently delinquent or in foreclosure, while the defaults projected to occur using the projected CDR trend after the first 36-month period represent defaults attributable to borrowers that are currently performing or are projected to re-perform.
Another important driver of loss projections is loss severity, which is the amount of loss the transaction incurs on a loan after the application of net proceeds from the disposal of the underlying property. The Company assumes in the base scenario that recent (still historically elevated) loss severities will improve after loans with accumulated delinquencies and foreclosure cost are liquidated. The Company is assuming in the base scenario that the recent levels generally will continue for
27
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
another 18 months. The Company determines its initial loss severity based on actual recent experience. Each quarter the Company reviews available data and (if necessary) adjusts its severities based on its observations. The Company then assumes that loss severities begin returning to levels consistent with underwriting assumptions beginning after the initial 18-month period, declining to 40% in the base scenario over 2.5 years.
The following table shows the range as well as the average, weighted by outstanding net insured par, for key assumptions used in the calculation of expected loss to be paid (recovered) for individual transactions for vintage 2004 - 2008 first lien U.S. RMBS.
Key Assumptions in Base Scenario Expected Loss Estimates
First Lien U.S. RMBS
| As of March 31, 2023 | As of December 31, 2022 | ||||||||||||||||||||||||||||||||||
| Range | Weighted Average | Range | Weighted Average | ||||||||||||||||||||||||||||||||
| Alt-A and Prime: | |||||||||||||||||||||||||||||||||||
| Plateau CDR | 0.8 | % | - | 10.8% | 4.4% | 1.6 | % | - | 11.5% | 5.1% | |||||||||||||||||||||||||
| Final CDR | 0.0 | % | - | 0.5% | 0.2% | 0.1 | % | - | 0.6% | 0.3% | |||||||||||||||||||||||||
| Initial loss severity: | |||||||||||||||||||||||||||||||||||
| 2005 and prior | 50% | 50% | |||||||||||||||||||||||||||||||||
| 2006 | 50% | 50% | |||||||||||||||||||||||||||||||||
| 2007+ | 50% | 50% | |||||||||||||||||||||||||||||||||
| Option ARM: | |||||||||||||||||||||||||||||||||||
| Plateau CDR | 0.0 | % | - | 7.6% | 3.9% | 2.0 | % | - | 7.7% | 4.3% | |||||||||||||||||||||||||
| Final CDR | 0.0 | % | - | 0.4% | 0.2% | 0.1 | % | - | 0.4% | 0.2% | |||||||||||||||||||||||||
| Initial loss severity: | |||||||||||||||||||||||||||||||||||
| 2005 and prior | 50% | 50% | |||||||||||||||||||||||||||||||||
| 2006 | 50% | 50% | |||||||||||||||||||||||||||||||||
| 2007+ | 50% | 50% | |||||||||||||||||||||||||||||||||
| Subprime: | |||||||||||||||||||||||||||||||||||
| Plateau CDR | 1.8 | % | - | 8.7% | 5.2% | 2.7 | % | - | 9.7% | 5.6% | |||||||||||||||||||||||||
| Final CDR | 0.1 | % | - | 0.4% | 0.3% | 0.1 | % | - | 0.5% | 0.3% | |||||||||||||||||||||||||
| Initial loss severity: | |||||||||||||||||||||||||||||||||||
| 2005 and prior | 50% | 50% | |||||||||||||||||||||||||||||||||
| 2006 | 50% | 50% | |||||||||||||||||||||||||||||||||
| 2007+ | 50% | 50% | |||||||||||||||||||||||||||||||||
The rate at which the principal amount of loans is voluntarily prepaid may impact both the amount of losses projected (since that amount is a function of the CDR, the loss severity and the loan balance over time) as well as the amount of excess spread (the amount by which the interest paid by the borrowers on the underlying loan exceeds the amount of interest owed on the insured obligations). The assumption for the voluntary conditional prepayment rate (CPR) follows a pattern similar to that of the CDR. The current level of voluntary prepayments is assumed to continue for the plateau period before gradually increasing over 12 months to the final CPR, which is assumed to be 15% in the base scenario. For transactions where the initial CPR is higher than the final CPR, the initial CPR is held constant and the final CPR is not used. These CPR assumptions are the same as those the Company used for December 31, 2022.
The Company incorporates a recovery assumption into its reserving model to reflect observed trends in recoveries of deferred principal balances of modified first lien loans that had been previously written off. For transactions where the Company has detailed loan information, the Company assumes, in the base scenario, that 20% of the deferred loan balances will eventually be recovered upon sale of the collateral or refinancing of the loans. In first quarter 2023, in light of recent volatility in interest rates, the mortgage market, and home prices, the Company also began incorporating a 10% recovery of deferred principal balances in the pessimistic scenario and a 50% recovery in the optimistic scenario. The effect on expected losses of this refinement in methodology was less than $1 million.
28
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
In estimating expected losses, the Company modeled and probability weighted sensitivities for first lien U.S. RMBS transactions by varying its assumptions of how fast a recovery is expected to occur. One of the variables used to model sensitivities was how quickly the CDR returned to its modeled equilibrium, which was defined as 5% of the plateau CDR. The Company also stressed CPR and the speed of recovery of loss severity rates. The Company probability weighted a total of five scenarios as of March 31, 2023 and December 31, 2022.
Certain transactions benefit from excess spread when they are supported by large portions of fixed rate assets (either originally fixed or modified to be fixed) but have insured floating rate debt linked to London Interbank Offered Rate (LIBOR). An increase in projected LIBOR decreases excess spread, while lower LIBOR results in higher excess spread. ICE Benchmark Administration (IBA) and the Financial Conduct Authority have announced that LIBOR will be discontinued after June 30, 2023. The Company believes that the reference to LIBOR in such floating rate RMBS debt will be replaced, by operation of law in accordance with federal legislation enacted in March 2022, with a rate based on the Secured Overnight Finance Rate (SOFR).
The Company used a similar approach to establish its pessimistic and optimistic scenarios as of March 31, 2023 as it used as of December 31, 2022, increasing and decreasing the periods of stress from those used in the base scenario, but, as mentioned above, it updated the assumed recovery for deferred principal balances for the pessimistic and optimistic scenarios (to 10% and 50%, respectively) compared to December 31, 2022 (when 20% was assumed in all scenarios). In the Company’s most stressful scenario where 10% of deferred principal balances were recovered, loss severities were assumed to rise and then recover over nine years and the initial ramp-down of the CDR was assumed to occur over 16 months, expected loss to be paid would increase from current projections by approximately $23 million for all first lien U.S. RMBS transactions. In the Company’s least stressful scenario where 50% of deferred principal balances are recovered, the CDR plateau was six months shorter (30 months, effectively assuming that liquidation rates would improve) and the CDR recovery was more pronounced (including an initial ramp-down of the CDR over eight months), expected loss to be paid would decrease from current projections by approximately $33 million for all first lien U.S. RMBS transactions.
Second Lien U.S. RMBS Loss Projections
Second lien U.S. RMBS transactions include both home equity lines of credit (HELOC) and closed end second lien mortgages. The Company believes the primary variable affecting its expected losses in second lien RMBS transactions is the amount and timing of future losses or recoveries in the collateral pool supporting the transactions (including recoveries from previously charged-off loans). Expected losses are also a function of the structure of the transaction, the prepayment speeds of the collateral, the interest rate environment and assumptions about loss severity.
The Company estimates the amount of loans that will default over the next several years by first calculating expected liquidation rates for delinquent loans, and applying liquidation rates to currently delinquent loans in order to arrive at an expected dollar amount of defaults from currently delinquent collateral (plateau period defaults).
Similar to first lien U.S. RMBS transactions, the Company then calculates a CDR that will cause the targeted amount of liquidations to occur during the plateau period.
For the base scenario, the CDR (the plateau CDR) is held constant for 36 months. Once the plateau period ends, the CDR is assumed to trend down in uniform increments for one year to its final long-term steady state CDR (5% of original plateau).
HELOC loans generally permitted the borrower to pay only interest for an initial period (often ten years) and, after that period, require the borrower to make both the monthly interest payment and a monthly principal payment. This causes the borrower's total monthly payment to increase, sometimes substantially, at the end of the initial interest-only period. A substantial number of loans in the Company’s insured transactions had been modified to extend the interest-only period to 15 years. The majority of the modified loans had reset to fully amortizing by the end of 2022, and most of the remaining loans will reset over the next several years.
Recently, the Company has observed the performance of the modified loans that have finally reset to full amortization (which represent the majority of extended loans), and noted low levels of delinquency, even with substantial increases in monthly payments. This observed performance lowers the level of uncertainty regarding this modified cohort as the remainder continue to reset.
29
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
When a second lien loan defaults, there is generally a low recovery. The Company assumed, as of March 31, 2023 and December 31, 2022, that it will generally recover 2% of future defaulting collateral at the time of charge-off, with additional amounts of post charge-off recoveries projected to come in over time. A second lien on the borrower’s home may be retained in the Company’s second lien transactions after the loan is charged off and the loss applied to the transaction, particularly in cases where the holder of the first lien has not foreclosed. If the second lien is retained and the value of the home increases, the servicer may be able to use the second lien to increase recoveries, either by arranging for the borrower to resume payments or by realizing value upon the sale of the underlying real estate. The Company evaluates its assumptions quarterly based on actual recoveries of charged-off loans observed from period to period and reasonable expectations of future recoveries. In instances where the Company is able to obtain information on the lien status of charged-off loans, it assumes there will be a certain level of future recoveries of the balance of the charged-off loans where the second lien is still intact. The Company’s base scenario recovery assumption for charged-off loans is 30%, as shown in the table below, based on observed trends and reasonable expectations of future recoveries. Such recoveries are assumed to be received evenly over the next five years. In first quarter 2023, in light of recent volatility in interest rates, the mortgage market, and home prices, as with the first lien deferred principal balances detailed earlier, the Company also began incorporating a 10% recovery of charged-off loan balances in the pessimistic scenario and a 50% recovery in the optimistic scenario. The effect on expected losses of this refinement in methodology was less than $1 million.
The rate at which the principal amount of loans is prepaid may impact both the amount of losses projected as well as the amount of excess spread. In the base scenario, an average CPR (based on experience of the past year) is assumed to continue until the end of the plateau before gradually increasing to the final CPR over the same period the CDR decreases. The final CPR is assumed to be 15% for second lien U.S. RMBS transactions (in the base scenario), which is lower than the historical average but reflects the Company’s continued uncertainty about the projected performance of the borrowers in these transactions. For transactions where the initial CPR is higher than the final CPR, the initial CPR is held constant and the final CPR is not used. This pattern is consistent with how the Company modeled the CPR as of December 31, 2022. To the extent that prepayments differ from projected levels it could materially change the Company’s projected excess spread and losses.
In estimating expected losses, the Company modeled and probability weighted five scenarios, each with a different CDR curve applicable to the period preceding the return to the long-term steady state CDR. The Company believes that the level of the elevated CDR and the length of time it will persist and the ultimate prepayment rate are the primary drivers of the amount of losses the collateral will likely suffer.
The following table shows the range as well as the average, weighted by net par outstanding, for key assumptions used in the calculation of expected loss to be paid (recovered) for individual transactions for vintage 2004 - 2008 HELOCs.
Key Assumptions in Base Scenario Expected Loss Estimates
HELOCs
| As of March 31, 2023 | As of December 31, 2022 | ||||||||||||||||||||||||||||||||||
| Range | Weighted Average | Range | Weighted Average | ||||||||||||||||||||||||||||||||
| Plateau CDR | 0.9 | % | - | 5.7% | 3.3% | 0.4 | % | - | 8.4% | 3.5% | |||||||||||||||||||||||||
| Final CDR trended down to | 0.0 | % | - | 0.3% | 0.2% | 0.0 | % | - | 0.4% | 0.2% | |||||||||||||||||||||||||
| Liquidation rates: | |||||||||||||||||||||||||||||||||||
| Current but recently delinquent | 20% | 20% | |||||||||||||||||||||||||||||||||
| 30 – 59 Days Delinquent | 30 | 30 | |||||||||||||||||||||||||||||||||
| 60 – 89 Days Delinquent | 40 | 40 | |||||||||||||||||||||||||||||||||
| 90+ Days Delinquent | 60 | 60 | |||||||||||||||||||||||||||||||||
| Bankruptcy | 55 | 55 | |||||||||||||||||||||||||||||||||
| Foreclosure | 55 | 55 | |||||||||||||||||||||||||||||||||
| Real Estate Owned | 100 | 100 | |||||||||||||||||||||||||||||||||
| Loss severity on future defaults | 98% | 98% | |||||||||||||||||||||||||||||||||
| Projected future recoveries on previously charged-off loans | 30% | 30% | |||||||||||||||||||||||||||||||||
The Company continues to evaluate the assumptions affecting its modeling results. The Company believes the most important driver of its projected second lien RMBS losses is the performance of its HELOC transactions.
30
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company modeled scenarios with a longer period of elevated defaults and others with a shorter period of elevated defaults. In the Company’s most stressful scenario, assuming 10% recoveries on charged-off loans, increasing the CDR plateau to 42 months and increasing the ramp-down by four months to 16 months (for a total stress period of 58 months) would decrease the expected recovery by approximately $65 million for HELOC transactions. On the other hand, in the Company’s least stressful scenario, assuming 50% recoveries on charged-off loans, reducing the CDR plateau to 30 months and decreasing the length of the CDR ramp-down to eight months (for a total stress period of 38 months) and lowering the ultimate prepayment rate to 10% would increase the expected recovery by approximately $66 million for HELOC transactions.
Structured Finance Excluding U.S. RMBS
The Company projected that its total net expected loss to be paid across its troubled structured finance exposures, excluding U.S. RMBS, as of March 31, 2023 was $42 million. The largest component of these structured finance losses were student loan securitizations issued by private issuers with $46 million in BIG net par outstanding. In general, the projected losses of these student loan securitizations are due to: (i) the poor credit performance of private student loan collateral and high loss severities, or (ii) high interest rates on auction rate securities with respect to which the auctions have failed. The Company also had exposure to troubled life insurance transactions with BIG net par of $40 million as of March 31, 2023.
Recovery Litigation and Dispute Resolution
In the ordinary course of their respective businesses, certain of AGL’s subsidiaries are involved in litigation or other dispute resolution with third parties to recover insurance losses paid or return benefits received in prior periods or prevent or reduce losses in the future. The impact, if any, of these and other proceedings on the amount of recoveries the Company ultimately receives and losses it pays in the future is uncertain, and the impact of any one or more of these proceedings during any quarter or year could be material to the Company’s financial statements..
The Company has asserted claims in a number of legal proceedings in connection with its exposure to Puerto Rico. See Note 3, Outstanding Exposure, for a discussion of the Company’s exposure to Puerto Rico and related recovery litigation being pursued by the Company.
5. Contracts Accounted for as Insurance
The portfolio of outstanding exposures discussed in Note 3, Outstanding Exposure, and Note 4, Expected Loss to be Paid (Recovered), includes contracts that are accounted for as insurance contracts, derivatives, and consolidated FG VIEs. Amounts presented in this note relate only to contracts accounted for as insurance, unless otherwise specified. See Note 6, Contracts Accounted for as Credit Derivatives, for amounts related to CDS and Note 8, Financial Guaranty Variable Interest Entities and Consolidated Investment Vehicles, for amounts that are accounted for as consolidated FG VIEs.
Premiums
Net Earned Premiums
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Financial guaranty insurance: | |||||||||||
| Scheduled net earned premiums | $ | 69 | $ | 79 | |||||||
| Accelerations from refundings and terminations (1) | 4 | 128 | |||||||||
| Accretion of discount on net premiums receivable | 7 | 6 | |||||||||
| Financial guaranty insurance net earned premiums | 80 | 213 | |||||||||
| Specialty net earned premiums | 1 | 1 | |||||||||
| Net earned premiums | $ | 81 | $ | 214 | |||||||
____________________
(1) First quarter 2022 accelerations included $104 million related to PRCCDA, PRIFA and GO/PBA exposures. See Note 3, Outstanding Exposure, for additional information.
31
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Gross Premium Receivable,
Net of Commissions Payable on Assumed Business
Roll Forward
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Beginning of year | $ | 1,298 | $ | 1,372 | |||||||
| Less: Specialty insurance premium receivable | 1 | 1 | |||||||||
| Financial guaranty insurance premiums receivable | 1,297 | 1,371 | |||||||||
| Gross written premiums on new business, net of commissions | 79 | 61 | |||||||||
| Gross premiums received, net of commissions | (64) | (83) | |||||||||
| Adjustments: | |||||||||||
| Changes in the expected term and debt service assumptions | 6 | 8 | |||||||||
| Accretion of discount, net of commissions on assumed business | 7 | 6 | |||||||||
| Foreign exchange gain (loss) on remeasurement | 20 | (29) | |||||||||
| Financial guaranty insurance premium receivable (1) | 1,345 | 1,334 | |||||||||
| Specialty insurance premium receivable | 1 | 1 | |||||||||
| March 31, | $ | 1,346 | $ | 1,335 | |||||||
Approximately 73% and 74% of gross premiums receivable, net of commissions payable at March 31, 2023 and December 31, 2022, respectively, are denominated in currencies other than the U.S. dollar, primarily the pound sterling and euro.
The timing and cumulative amount of actual collections and net earned premiums may differ from those of expected collections and of expected net earned premiums in the table below due to factors such as foreign exchange rate fluctuations, counterparty collectability issues, accelerations, commutations, restructurings, changes in the consumer price index, changes in expected lives and new business.
Financial Guaranty Insurance
Expected Future Premium Collections and Earnings
| As of March 31, 2023 | |||||||||||
| Future Gross Premiums to be Collected (1) | Future Net Premiums to be Earned (2) | ||||||||||
| (in millions) | |||||||||||
| 2023 (April 1 - June 30) | $ | 32 | $ | 70 | |||||||
| 2023 (July 1 - September 30) | 38 | 70 | |||||||||
| 2023 (October 1 - December 31) | 19 | 69 | |||||||||
| Subtotal 2023 | 89 | 209 | |||||||||
| 2024 | 111 | 267 | |||||||||
| 2025 | 96 | 251 | |||||||||
| 2026 | 94 | 235 | |||||||||
| 2027 | 91 | 221 | |||||||||
| 2028-2032 | 379 | 925 | |||||||||
| 2033-2037 | 252 | 618 | |||||||||
| 2038-2042 | 175 | 377 | |||||||||
| After 2042 | 364 | 528 | |||||||||
| Total | $ | 1,651 | 3,631 | ||||||||
| Future accretion | 307 | ||||||||||
| Total future net earned premiums | $ | 3,938 | |||||||||
____________________
(1) Net of assumed commissions payable.
(2) Net of reinsurance.
32
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Selected Information for Financial Guaranty Insurance Policies with Premiums Paid in Installments
| As of | |||||||||||
| March 31, 2023 | December 31, 2022 | ||||||||||
| (dollars in millions) | |||||||||||
| Premiums receivable, net of commissions payable | $ | 1,345 | $ | 1,297 | |||||||
| Deferred premium revenue | 1,699 | 1,663 | |||||||||
| Weighted-average risk-free rate used to discount premiums | 1.8% | 1.8% | |||||||||
| Weighted-average period of premiums receivable (in years) | 12.6 | 12.9 | |||||||||
Losses and Recoveries
Loss reserves and salvage are discounted at risk-free rates for U.S. dollar denominated financial guaranty insurance obligations that ranged from 3.44% to 4.87% with a weighted average of 3.84% as of March 31, 2023 and 3.82% to 4.69% with a weighted average of 4.15% as of December 31, 2022.
The following tables provide information on net reserve (salvage), which includes loss and LAE reserves and salvage and subrogation recoverable, both net of reinsurance.
Net Reserve (Salvage) by Sector
| As of | ||||||||||||||
| Sector | March 31, 2023 | December 31, 2022 | ||||||||||||
| (in millions) | ||||||||||||||
| Public finance: | ||||||||||||||
| U.S. public finance | $ | 52 | $ | 71 | ||||||||||
| Non-U.S. public finance | 1 | 1 | ||||||||||||
| Public finance | 53 | 72 | ||||||||||||
| Structured finance: | ||||||||||||||
| U.S. RMBS | (62) | (77) | ||||||||||||
| Other structured finance | 41 | 42 | ||||||||||||
| Structured finance | (21) | (35) | ||||||||||||
| Total | $ | 32 | $ | 37 | ||||||||||
The table below provides a reconciliation of net expected loss to be paid (recovered) for financial guaranty insurance contracts to net expected loss to be expensed. Expected loss to be paid (recovered) for financial guaranty insurance contracts differs from expected loss to be expensed due to: (i) the contra-paid, which represents the claim payments made and recoveries received that have not yet been recognized in the statements of operations; (ii) salvage and subrogation recoverable for transactions that are in a net recovery position where the Company has not yet received recoveries on claims previously paid (and therefore recognized in income but not yet received); and (iii) loss reserves that have already been established (and therefore expensed but not yet paid).
Reconciliation of Net Expected Loss to be Paid (Recovered)
to Net Expected Loss to be Expensed
Financial Guaranty Insurance Contracts
| As of March 31, 2023 | |||||
| (in millions) | |||||
| Net expected loss to be paid (recovered) - financial guaranty insurance | $ | 202 | |||
| Contra-paid, net | 22 | ||||
| Salvage and subrogation recoverable, net | 257 | ||||
| Loss and LAE reserve - financial guaranty insurance contracts, net of reinsurance | (286) | ||||
| Net expected loss to be expensed (present value) | $ | 195 | |||
33
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table provides a schedule of the expected timing of net expected losses to be expensed. The amount and timing of actual loss and LAE may differ from the estimates shown below due to factors such as accelerations, commutations, changes in expected lives and updates to loss estimates. This table excludes amounts related to FG VIEs, which are eliminated in consolidation.
Net Expected Loss to be Expensed
Financial Guaranty Insurance Contracts
| As of March 31, 2023 | |||||
| (in millions) | |||||
| 2023 (April 1 - June 30) | $ | 3 | |||
| 2023 (July 1 - September 30) | 3 | ||||
| 2023 (October 1 - December 31) | 3 | ||||
| Subtotal 2023 | 9 | ||||
| 2024 | 12 | ||||
| 2025 | 12 | ||||
| 2026 | 17 | ||||
| 2027 | 15 | ||||
| 2028-2032 | 61 | ||||
| 2033-2037 | 49 | ||||
| 2038-2042 | 8 | ||||
| After 2042 | 12 | ||||
| Net expected loss to be expensed | 195 | ||||
| Future accretion | 66 | ||||
| Total expected future loss and LAE | $ | 261 | |||
The following table presents the loss and LAE (benefit) reported in the condensed consolidated statements of operations by sector for insurance contracts. Amounts presented are net of reinsurance.
Loss and LAE (Benefit) by Sector
| First Quarter | ||||||||||||||
| Sector | 2023 | 2022 | ||||||||||||
| (in millions) | ||||||||||||||
| Public finance: | ||||||||||||||
| U.S. public finance | $ | (4) | $ | 55 | ||||||||||
| Non-U.S. public finance | — | — | ||||||||||||
| Public finance | (4) | 55 | ||||||||||||
| Structured finance: | ||||||||||||||
| U.S. RMBS | $ | 6 | $ | 3 | ||||||||||
| Other structured finance | 2 | (1) | ||||||||||||
| Structured finance | 8 | 2 | ||||||||||||
| Loss and LAE (benefit) | $ | 4 | $ | 57 | ||||||||||
34
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following tables provide information on financial guaranty insurance contracts categorized as BIG.
Financial Guaranty Insurance
BIG Transaction Loss Summary
As of March 31, 2023
| Gross | Net Total BIG | ||||||||||||||||||||||||||||
| BIG 1 | BIG 2 | BIG 3 | Total BIG | ||||||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||||||||
| Number of risks (1) | 117 | 15 | 109 | 241 | 241 | ||||||||||||||||||||||||
| Remaining weighted-average period (in years) | 11.2 | 8.5 | 7.4 | 9.7 | 9.7 | ||||||||||||||||||||||||
| Outstanding exposure: | |||||||||||||||||||||||||||||
| Par | $ | 3,376 | $ | 170 | $ | 2,296 | $ | 5,842 | $ | 5,826 | |||||||||||||||||||
| Interest | 2,172 | 77 | 872 | 3,121 | 3,117 | ||||||||||||||||||||||||
| Total (2) | $ | 5,548 | $ | 247 | $ | 3,168 | $ | 8,963 | $ | 8,943 | |||||||||||||||||||
| Expected cash outflows (inflows) | $ | 263 | $ | 122 | $ | 1,704 | $ | 2,089 | $ | 2,077 | |||||||||||||||||||
| Potential recoveries (3) | (412) | (79) | (1,330) | (1,821) | (1,809) | ||||||||||||||||||||||||
| Subtotal | (149) | 43 | 374 | 268 | 268 | ||||||||||||||||||||||||
| Discount | 40 | (12) | (94) | (66) | (66) | ||||||||||||||||||||||||
| Expected losses to be paid (recovered) | $ | (109) | $ | 31 | $ | 280 | $ | 202 | $ | 202 | |||||||||||||||||||
| Deferred premium revenue | $ | 165 | $ | 15 | $ | 155 | $ | 335 | $ | 335 | |||||||||||||||||||
| Reserves (salvage) | $ | (158) | $ | 23 | $ | 164 | $ | 29 | $ | 29 | |||||||||||||||||||
35
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Financial Guaranty Insurance
BIG Transaction Loss Summary
As of December 31, 2022
| Gross | Net Total BIG | ||||||||||||||||||||||||||||
| BIG 1 | BIG 2 | BIG 3 | Total BIG | ||||||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||||||||
| Number of risks (1) | 122 | 14 | 111 | 247 | 247 | ||||||||||||||||||||||||
| Remaining weighted-average period (in years) | 11.3 | 8.7 | 7.6 | 9.8 | 9.8 | ||||||||||||||||||||||||
| Outstanding exposure: | |||||||||||||||||||||||||||||
| Par | $ | 3,363 | $ | 171 | $ | 2,318 | $ | 5,852 | $ | 5,835 | |||||||||||||||||||
| Interest | 2,177 | 77 | 894 | 3,148 | 3,144 | ||||||||||||||||||||||||
| Total (2) | $ | 5,540 | $ | 248 | $ | 3,212 | $ | 9,000 | $ | 8,979 | |||||||||||||||||||
| Expected cash outflows (inflows) | $ | 128 | $ | 121 | $ | 1,771 | $ | 2,020 | $ | 2,008 | |||||||||||||||||||
| Potential recoveries (3) | (294) | (79) | (1,364) | (1,737) | (1,725) | ||||||||||||||||||||||||
| Subtotal | (166) | 42 | 407 | 283 | 283 | ||||||||||||||||||||||||
| Discount | 35 | (13) | (104) | (82) | (82) | ||||||||||||||||||||||||
| Expected losses to be paid (recovered) | $ | (131) | $ | 29 | $ | 303 | $ | 201 | $ | 201 | |||||||||||||||||||
| Deferred premium revenue | $ | 170 | $ | 15 | $ | 160 | $ | 345 | $ | 345 | |||||||||||||||||||
| Reserves (salvage) | $ | (174) | $ | 21 | $ | 186 | $ | 33 | $ | 33 | |||||||||||||||||||
____________________
(1) A risk represents the aggregate of the financial guaranty policies that share the same revenue source for purposes of making debt service payments.
(2)Includes amounts related to FG VIEs.
(3)Represents expected inflows from future payments by obligors pursuant to restructuring agreements, settlements, excess spread on any underlying collateral and other estimated recoveries. Potential recoveries also include recoveries on certain investment grade credits, related mainly to exposures that were previously BIG and for which claims have been paid in the past.
6. Contracts Accounted for as Credit Derivatives
Amounts presented in this note relate only to contracts accounted for as derivatives. The Company’s credit derivatives (financial guaranty contracts that meet the definition of a derivative in accordance with GAAP) are primarily CDS and also include interest rate swaps.
Credit derivative transactions, including CDS, are governed by International Swaps and Derivatives Association, Inc. documentation and have certain characteristics that differ from financial guaranty insurance contracts. For example, the Company’s control rights with respect to a reference obligation under a CDS may be more limited than when the Company issues a financial guaranty insurance contract. In addition, there are more circumstances under which the Company may be obligated to make payments. Similar to a financial guaranty insurance contract, the Company would be obligated to pay if the obligor failed to make a scheduled payment of principal or interest in full. In certain credit derivative transactions, the Company also specifically agreed to pay if the obligor were to become bankrupt or if the reference obligation were restructured. Furthermore, in certain credit derivative transactions the Company may be required to make a payment due to an event that is unrelated to the performance of the obligation referenced in the credit derivative. If events of default or termination events specified in the credit derivative documentation were to occur, the non-defaulting or the non-affected party, which may be either the Company or the counterparty, depending upon the circumstances, may decide to terminate a credit derivative prior to maturity. In that case, the Company may be required to make a termination payment to its swap counterparty upon such termination. Absent such an event of default or termination event, the Company may not unilaterally terminate a credit derivative contract; however, the Company on occasion has mutually agreed with various counterparties to terminate certain CDS transactions.
The components of the Company’s credit derivative net par outstanding by sector are presented in the table below. The estimated remaining weighted average life of credit derivatives was 12.6 years and 12.8 years as of March 31, 2023 and December 31, 2022, respectively.
36
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Credit Derivatives (1)
| As of March 31, 2023 | As of December 31, 2022 | |||||||||||||||||||||||||
| Sector | Net Par Outstanding | Net Fair Value Asset (Liability) | Net Par Outstanding | Net Fair Value Asset (Liability) | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| U.S. public finance | $ | 1,211 | $ | (73) | $ | 1,175 | $ | (79) | ||||||||||||||||||
| Non-U.S. public finance | 1,589 | (54) | 1,565 | (58) | ||||||||||||||||||||||
| U.S. structured finance | 339 | (18) | 342 | (22) | ||||||||||||||||||||||
| Non-U.S. structured finance | 123 | (3) | 121 | (3) | ||||||||||||||||||||||
| Total | $ | 3,262 | $ | (148) | $ | 3,203 | $ | (162) | ||||||||||||||||||
____________________
(1) Expected loss to be paid was $3 million as of both March 31, 2023 and December 31, 2022.
Distribution of Credit Derivative Net Par Outstanding by Internal Rating
| As of March 31, 2023 | As of December 31, 2022 | |||||||||||||||||||||||||
| Rating Category | Net Par Outstanding | % of Total | Net Par Outstanding | % of Total | ||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||
| AAA | $ | 1,283 | 39.3 | % | $ | 1,260 | 39.3 | % | ||||||||||||||||||
| AA | 1,071 | 32.8 | 1,064 | 33.2 | ||||||||||||||||||||||
| A | 254 | 7.8 | 232 | 7.2 | ||||||||||||||||||||||
| BBB | 598 | 18.4 | 590 | 18.5 | ||||||||||||||||||||||
BIG | 56 | 1.7 | 57 | 1.8 | ||||||||||||||||||||||
| Credit derivative net par outstanding | $ | 3,262 | 100.0 | % | $ | 3,203 | 100.0 | % | ||||||||||||||||||
Fair Value Gains (Losses) on Credit Derivatives
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Realized gains (losses) and other settlements | $ | 1 | $ | (1) | |||||||
| Net unrealized gains (losses) | 14 | (2) | |||||||||
| Fair value gains (losses) on credit derivatives | $ | 15 | $ | (3) | |||||||
The impact of changes in credit spreads will vary based upon the volume, tenor, interest rates, and other market conditions at the time these fair values are determined. In addition, since each transaction has unique collateral and structural terms, the change in fair value of each transaction may vary considerably. The fair value of credit derivative contracts also reflects the Company’s own credit cost based on the price to purchase credit protection on AGC. The Company determines its own credit risk primarily based on quoted CDS prices traded on AGC at each balance sheet date.
CDS Spread on AGC (in basis points)
| As of March 31, 2023 | As of December 31, 2022 | As of March 31, 2022 | As of December 31, 2021 | ||||||||||||||||||||
| Five-year CDS spread | 83 | 63 | 71 | 49 | |||||||||||||||||||
| One-year CDS spread | 31 | 26 | 26 | 16 | |||||||||||||||||||
37
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Fair Value of Credit Derivative Assets (Liabilities)
and Effect of AGC Credit Spread
| As of | |||||||||||
| March 31, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
| Fair value of credit derivatives before effect of AGC credit spread | $ | (209) | $ | (207) | |||||||
| Plus: Effect of AGC credit spread | 61 | 45 | |||||||||
| Net fair value of credit derivatives | $ | (148) | $ | (162) | |||||||
The fair value of CDS contracts as of March 31, 2023, before considering the benefit applicable to AGC’s credit spread, is a direct result of the relatively wider credit spreads under current market conditions compared to those at the time of underwriting for certain underlying credits with longer tenor.
7. Investments
The majority of the investment portfolio is managed by three outside managers and AssuredIM. The Company has established investment guidelines for its investment managers regarding credit quality, exposure to a particular sector and exposure to a particular obligor within a sector.
The remainder of the investment portfolio primarily consists of (i) Loss Mitigation Securities; (ii) New Recovery Bonds and CVIs received in connection with the consummation of the 2022 Puerto Rico Resolutions; and (iii) other investments including certain fixed-maturity and short-term securities, and equity method investments. Equity method investments primarily consist of generally less liquid alternative investments including: an investment in renewable and clean energy and private equity funds. The Company had unfunded commitments of $79 million as of March 31, 2023 related to certain of the Company’s alternative investments other than AssuredIM Funds.
Investment Portfolio
Carrying Value
| As of | |||||||||||
| March 31, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
| Fixed-maturity securities, available-for-sale (1): | |||||||||||
| Externally managed | $ | 5,498 | $ | 5,519 | |||||||
| Loss Mitigation Securities and other | 696 | 705 | |||||||||
| AssuredIM managed | 539 | 537 | |||||||||
| Puerto Rico, New Recovery Bonds (2) | 136 | 358 | |||||||||
| Fixed-maturity securities, trading - Puerto Rico, CVIs (2) | 300 | 303 | |||||||||
| Short-term investments (3) | 1,273 | 810 | |||||||||
| Other invested assets: | |||||||||||
| Equity method investments | 122 | 123 | |||||||||
| Other | 18 | 10 | |||||||||
| Total | $ | 8,582 | $ | 8,365 | |||||||
____________________
(1) 7.5% and 7.4% of fixed-maturity securities were rated BIG as of March 31, 2023 and December 31, 2022, respectively, consisting primarily of Loss Mitigation Securities. 2.9% and 5.9% were not rated, as of March 31, 2023 and December 31, 2022, respectively.
(2) These securities are not rated.
(3) Weighted average credit rating of AAA as of both March 31, 2023 and December 31, 2022, based on the lower of the Moody’s Investors Service, Inc. (Moody’s) and S&P Global Ratings, a division of Standard & Poor's Financial Services LLC (S&P) classifications.
The U.S. Insurance Subsidiaries, through their jointly owned investment subsidiary, AGAS, are authorized to invest up to $750 million in affiliated alternative investment funds, which currently consist of investments in AssuredIM Funds. Adding inception-to-date distributed gains, the U.S. Insurance Subsidiaries may invest a total of up to $853 million in affiliated alternative investment funds. As of March 31, 2023, the U.S. Insurance Subsidiaries had total commitments to AssuredIM
38
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Funds of $613 million, of which $366 million represented net invested capital and $247 million was undrawn. This capital was committed to several funds, each dedicated to a single strategy, including CLOs, asset-based finance and healthcare structured capital. As of March 31, 2023 and December 31, 2022, the net asset value (NAV) of investments in AssuredIM Funds was $396 million and $569 million, respectively. The decline in the carrying value of AssuredIM Funds was primarily due to distributions from the municipal bond fund.
As discussed in Note 1, Business and Basis of Presentation, Sound Point Transaction, the U.S. Insurance Subsidiaries agreed after the closing of the transactions contemplated by the Transaction Agreement to engage Sound Point as their sole alternative credit manager and to transition existing investments and commitments in AssuredIM Funds and make new investments in an aggregate amount totaling $1 billion over time, subject to regulatory approval for additional amounts, in funds, other vehicles and separately managed accounts managed by Sound Point as part of the Sound Point Transaction. As of March 31, 2023, current investments and commitments in AssuredIM Funds that will transfer to Sound Point management totaled $393 million, and such amount will be applied to the $1 billion commitment described above. The Company’s $853 million authorization is available for investment in funds, vehicles and separately managed accounts managed by Sound Point and for investment in healthcare strategies.
AssuredIM Funds, in which AGAS (primarily) and other subsidiaries invest, and where the Company has been deemed to be the primary beneficiary, are not reported in “investments” on the condensed consolidated balance sheets, but rather, such AssuredIM Funds are consolidated and reported in “assets of consolidated investment vehicles” and “liabilities of consolidated investment vehicles,” with the portion not owned by AGAS and other subsidiaries presented as either redeemable or non-redeemable noncontrolling interests (NCI). See Note 8, Financial Guaranty Variable Interest Entities and Consolidated Investment Vehicles.
Accrued investment income, which is reported in “other assets,” was $76 million as of March 31, 2023 and $71 million as of December 31, 2022. In first quarter 2023 and first quarter 2022, the Company did not write off any accrued investment income.
Available-for-Sale Fixed-Maturity Securities by Security Type
As of March 31, 2023
| Security Type | Percent of Total (1) | Amortized Cost | Allowance for Credit Losses | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | Weighted Average Credit Rating (2) | |||||||||||||||||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||||||||||||||||||||
| Obligations of state and political subdivisions | 43 | % | $ | 3,161 | $ | (14) | $ | 46 | $ | (96) | $ | 3,097 | A+ | |||||||||||||||||||||||||||||||
| U.S. government and agencies | 1 | 94 | — | 1 | (7) | 88 | AA+ | |||||||||||||||||||||||||||||||||||||
| Corporate securities (3) | 33 | 2,408 | (6) | 5 | (254) | 2,153 | A | |||||||||||||||||||||||||||||||||||||
| Mortgage-backed securities (4): | ||||||||||||||||||||||||||||||||||||||||||||
| RMBS | 6 | 429 | (20) | 3 | (62) | 350 | BBB+ | |||||||||||||||||||||||||||||||||||||
| Commercial mortgage-backed securities (CMBS) | 3 | 267 | — | — | (9) | 258 | AAA | |||||||||||||||||||||||||||||||||||||
| Asset-backed securities: | ||||||||||||||||||||||||||||||||||||||||||||
| CLOs | 6 | 453 | — | — | (20) | 433 | A+ | |||||||||||||||||||||||||||||||||||||
| Other | 6 | 426 | (29) | 20 | (28) | 389 | CCC+ | |||||||||||||||||||||||||||||||||||||
| Non-U.S. government securities | 2 | 121 | — | — | (20) | 101 | AA- | |||||||||||||||||||||||||||||||||||||
| Total available-for-sale fixed-maturity securities | 100 | % | $ | 7,359 | $ | (69) | $ | 75 | $ | (496) | $ | 6,869 | A | |||||||||||||||||||||||||||||||
39
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Available-for-Sale Fixed-Maturity Securities by Security Type
As of December 31, 2022
| Security Type | Percent of Total (1) | Amortized Cost | Allowance for Credit Losses | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | Weighted Average Credit Rating (2) | |||||||||||||||||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||||||||||||||||||||
| Obligations of state and political subdivisions | 45 | % | $ | 3,509 | $ | (14) | $ | 37 | $ | (138) | $ | 3,394 | A | |||||||||||||||||||||||||||||||
| U.S. government and agencies | 2 | 118 | — | 1 | (8) | 111 | AA+ | |||||||||||||||||||||||||||||||||||||
| Corporate securities (3) | 31 | 2,387 | (6) | 2 | (299) | 2,084 | A | |||||||||||||||||||||||||||||||||||||
| Mortgage-backed securities (4): | ||||||||||||||||||||||||||||||||||||||||||||
| RMBS | 5 | 418 | (19) | 3 | (62) | 340 | BBB | |||||||||||||||||||||||||||||||||||||
| CMBS | 4 | 282 | — | — | (11) | 271 | AAA | |||||||||||||||||||||||||||||||||||||
| Asset-backed securities: | ||||||||||||||||||||||||||||||||||||||||||||
| CLOs | 6 | 449 | — | — | (21) | 428 | A+ | |||||||||||||||||||||||||||||||||||||
| Other | 5 | 423 | (26) | 22 | (26) | 393 | CCC+ | |||||||||||||||||||||||||||||||||||||
| Non-U.S. government securities | 2 | 121 | — | — | (23) | 98 | AA- | |||||||||||||||||||||||||||||||||||||
| Total available-for-sale fixed-maturity securities | 100 | % | $ | 7,707 | $ | (65) | $ | 65 | $ | (588) | $ | 7,119 | A | |||||||||||||||||||||||||||||||
____________________
(1)Based on amortized cost.
(2)Ratings represent the lower of the Moody’s and S&P classifications, except for Loss Mitigation Securities and certain other securities, which use internal ratings classifications. The Company’s portfolio primarily consists of high-quality, liquid instruments. New Recovery Bonds received in connection with the consummation of the 2022 Puerto Rico Resolutions are not rated.
(3)Includes securities issued by taxable universities and hospitals.
(4)U.S. government-agency obligations were approximately 32% and 30% of mortgage-backed securities as of March 31, 2023 and December 31, 2022, respectively, based on fair value.
Gross Unrealized Loss by Length of Time
for Available-for-Sale Fixed-Maturity Securities for Which a Credit Loss was Not Recorded
As of March 31, 2023
| Less than 12 months | 12 months or more | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Gross Unrealized Loss | Fair Value | Gross Unrealized Loss | Fair Value | Gross Unrealized Loss | ||||||||||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||||||||||||||
| Obligations of state and political subdivisions | $ | 667 | $ | (10) | $ | 614 | $ | (84) | $ | 1,281 | $ | (94) | |||||||||||||||||||||||
| U.S. government and agencies | 1 | — | 56 | (7) | 57 | (7) | |||||||||||||||||||||||||||||
| Corporate securities | 627 | (14) | 1,150 | (191) | 1,777 | (205) | |||||||||||||||||||||||||||||
| Mortgage-backed securities: | |||||||||||||||||||||||||||||||||||
| RMBS | 117 | (5) | 51 | (4) | 168 | (9) | |||||||||||||||||||||||||||||
| CMBS | 114 | (2) | 143 | (7) | 257 | (9) | |||||||||||||||||||||||||||||
| Asset-backed securities: | |||||||||||||||||||||||||||||||||||
| CLOs | 42 | (1) | 377 | (19) | 419 | (20) | |||||||||||||||||||||||||||||
| Other | 12 | — | 15 | (1) | 27 | (1) | |||||||||||||||||||||||||||||
| Non-U.S. government securities | 4 | — | 93 | (20) | 97 | (20) | |||||||||||||||||||||||||||||
| Total | $ | 1,584 | $ | (32) | $ | 2,499 | $ | (333) | $ | 4,083 | $ | (365) | |||||||||||||||||||||||
| Number of securities (1) | 602 | 1,006 | 1,568 | ||||||||||||||||||||||||||||||||
40
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Gross Unrealized Loss by Length of Time
for Available-for-Sale Fixed-Maturity Securities for Which a Credit Loss was Not Recorded
As of December 31, 2022
| Less than 12 months | 12 months or more | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Gross Unrealized Loss | Fair Value | Gross Unrealized Loss | Fair Value | Gross Unrealized Loss | ||||||||||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||||||||||||||
| Obligations of state and political subdivisions | $ | 1,763 | $ | (79) | $ | 163 | $ | (56) | $ | 1,926 | $ | (135) | |||||||||||||||||||||||
| U.S. government and agencies | 32 | — | 52 | (8) | 84 | (8) | |||||||||||||||||||||||||||||
| Corporate securities | 1,276 | (95) | 519 | (147) | 1,795 | (242) | |||||||||||||||||||||||||||||
| Mortgage-backed securities: | |||||||||||||||||||||||||||||||||||
| RMBS | 147 | (9) | 3 | (1) | 150 | (10) | |||||||||||||||||||||||||||||
| CMBS | 270 | (11) | — | — | 270 | (11) | |||||||||||||||||||||||||||||
| Asset-backed securities: | |||||||||||||||||||||||||||||||||||
| CLOs | 171 | (7) | 250 | (14) | 421 | (21) | |||||||||||||||||||||||||||||
| Other | 27 | (2) | — | — | 27 | (2) | |||||||||||||||||||||||||||||
| Non-U.S. government securities | 65 | (10) | 30 | (13) | 95 | (23) | |||||||||||||||||||||||||||||
| Total | $ | 3,751 | $ | (213) | $ | 1,017 | $ | (239) | $ | 4,768 | $ | (452) | |||||||||||||||||||||||
| Number of securities (1) | 1,340 | 466 | 1,776 | ||||||||||||||||||||||||||||||||
___________________
(1) The number of securities does not add across because lots consisting of the same securities have been purchased at different times and appear in both categories above (i.e., less than 12 months and 12 months or more). If a security appears in both categories, it is counted only once in the total column.
The Company considered the credit quality, cash flows, interest rate movements, ability to hold a security to recovery and intent to sell a security in determining whether a security had a credit loss. The Company has determined that the unrealized losses recorded as of March 31, 2023 and December 31, 2022 were related to higher interest rates rather than credit quality. As of March 31, 2023, the Company did not intend to and was not required to sell investments in an unrealized loss position prior to expected recovery in value. As of March 31, 2023, of the securities in an unrealized loss position for which an allowance for credit loss was not recorded, 482 securities had unrealized losses in excess of 10% of their carrying value, whereas as of December 31, 2022, 567 securities had unrealized losses in excess of 10% of their carrying value. The total unrealized loss for these securities was $253 million as of March 31, 2023 and $329 million as of December 31, 2022.
The amortized cost and estimated fair value of available-for-sale fixed-maturity securities by contractual maturity as of March 31, 2023 are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Distribution of Available-for-Sale Fixed-Maturity Securities by Contractual Maturity
As of March 31, 2023
| Amortized Cost | Estimated Fair Value | ||||||||||
| (in millions) | |||||||||||
| Due within one year | $ | 289 | $ | 283 | |||||||
| Due after one year through five years | 1,636 | 1,531 | |||||||||
| Due after five years through 10 years | 1,720 | 1,636 | |||||||||
| Due after 10 years | 3,018 | 2,811 | |||||||||
| Mortgage-backed securities: | |||||||||||
| RMBS | 429 | 350 | |||||||||
| CMBS | 267 | 258 | |||||||||
| Total | $ | 7,359 | $ | 6,869 | |||||||
41
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Based on fair value, investments and other assets that are either held in trust for the benefit of third-party ceding insurers in accordance with statutory requirements, placed on deposit to fulfill state licensing requirements, or otherwise pledged or restricted, totaled $229 million as of March 31, 2023 and $222 million as of December 31, 2022. The investment portfolio also contains securities that are held in trust by certain AGL subsidiaries or otherwise restricted for the benefit of other AGL subsidiaries in accordance with statutory and regulatory requirements in the amounts of $1,146 million and $1,169 million based on fair value as of March 31, 2023 and December 31, 2022, respectively.
Income from Investments
Net investment income is a function of the yield that the Company earns on available-for-sale fixed-maturity securities and short-term investments, and the size of such portfolio. The investment yield is a function of market interest rates at the time of investment as well as the type, credit quality and maturity of the securities in this portfolio.
Puerto Rico CVIs in the investment portfolio are classified as trading securities. Equity in earnings (losses) of investees represents the Company’s interest in the earnings of its equity method investments.
Income from Investments
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Investment income: | |||||||||||
| Externally managed | $ | 48 | $ | 48 | |||||||
| Loss Mitigation Securities and other | 26 | 11 | |||||||||
| Managed by AssuredIM (1) | 8 | 4 | |||||||||
| Investment income | 82 | 63 | |||||||||
| Investment expenses | (1) | (1) | |||||||||
| Net investment income | $ | 81 | $ | 62 | |||||||
| Fair value gains (losses) on trading securities (2) | $ | (2) | $ | (4) | |||||||
| Equity in earnings (losses) of investees (3) | $ | 2 | $ | (11) | |||||||
____________________
(1) Represents interest income on a portfolio of CLOs and municipal bonds managed by AssuredIM under an IMA.
(2) Fair value losses on trading securities pertaining to securities still held as of March 31, 2023 were $2 million for first quarter 2023. Fair value losses on trading securities pertaining to securities still held as of March 31, 2022 were $4 million for first quarter 2022.
(3) Fair value gains (losses) on investments where the fair value option (FVO) was elected utilizing the NAV as a practical expedient were $1 million in first quarter 2023 and $3 million in first quarter 2022.
42
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Realized Investment Gains (Losses)
The table below presents the components of net realized investment gains (losses). Realized gains and losses on sales of investments are determined using the specific identification method.
Net Realized Investment Gains (Losses)
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Gross realized gains on sales of available-for-sale securities (1) | $ | 12 | $ | — | |||||||
| Gross realized losses on sales of available-for-sale securities (2) | (9) | (2) | |||||||||
| Change in allowance for credit losses and intent to sell | (5) | (5) | |||||||||
| Other net realized gains (losses) (3) | — | 10 | |||||||||
| Net realized investment gains (losses) | $ | (2) | $ | 3 | |||||||
____________________
(1) First quarter 2023 related primarily to sales of New Recovery Bonds received as part of the 2022 Puerto Rico Resolutions.
(2) First quarter 2023 related primarily to sales in externally managed portfolio and New Recovery Bonds received as part of the 2022 Puerto Rico Resolutions.
(3) First quarter 2022 net realized gains related primarily to the sale of one of the Company’s alternative investments.
The following table presents the roll forward of allowance for the credit losses on available-for-sale fixed-maturity securities.
Roll Forward of Allowance for
Credit Losses for Available-for-Sale Fixed-Maturity Securities
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Balance, beginning of period | $ | 65 | $ | 42 | |||||||
| Additions for securities for which credit losses were not previously recognized | — | 4 | |||||||||
| Additions (reductions) for securities for which credit losses were previously recognized | 4 | 1 | |||||||||
| Balance, end of period | $ | 69 | $ | 47 | |||||||
The Company recorded credit loss expenses of $4 million and $5 million in first quarter 2023 and first quarter 2022, respectively. The Company did not purchase any securities with credit deterioration in first quarter 2023 or first quarter 2022. Most of the Company’s securities with credit deterioration are Loss Mitigation Securities.
43
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
8. Financial Guaranty Variable Interest Entities and Consolidated Investment Vehicles
FG VIEs
Structured Finance and Other FG VIEs
The insurance subsidiaries provide financial guaranties with respect to debt obligations of special purpose entities, including VIEs, but do not act as the servicer or collateral manager for any VIE obligations they guarantee. The transaction structure generally provides certain financial protection to the insurance subsidiaries. This financial protection can take several forms, the most common of which are overcollateralization, first loss protection (or subordination) and excess spread. In the case of overcollateralization (i.e., the principal amount of the securitized assets exceeds the principal amount of the structured finance obligations), the structure allows defaults of the securitized assets before a default is experienced on the structured finance obligation guaranteed by the insurance subsidiaries. In the case of first loss, the insurance subsidiaries’ financial guaranty insurance policy only covers a senior layer of losses experienced by multiple obligations issued by the VIEs. The first loss exposure with respect to the assets is either retained by the seller or sold off in the form of equity or mezzanine debt to other investors. In the case of excess spread, the financial assets contributed to VIEs generate interest income that is in excess of the interest payments on the debt issued by the VIE. Such excess spread is typically distributed through the transaction’s cash flow waterfall and may be used to create additional credit enhancement, applied to redeem debt issued by the VIE (thereby, creating additional overcollateralization), or distributed to equity or other investors in the transaction.
The insurance subsidiaries are not primarily liable for the debt obligations issued by the structured finance and other FG VIEs (which excludes the Puerto Rico Trusts described below) they insure and would only be required to make payments on those insured debt obligations in the event that the issuer of such debt obligations defaults on any principal or interest due and only for the amount of the shortfall. AGL’s and its insurance subsidiaries’ creditors do not have any rights with regard to the collateral supporting the debt issued by the structured finance and other FG VIEs. Proceeds from sales, maturities, prepayments and interest from such underlying collateral may only be used to pay debt service on structured finance and other FG VIEs’ liabilities.
As part of the terms of its financial guaranty contracts, the insurance subsidiaries, under their insurance contracts, obtain certain protective rights with respect to the VIE that give them additional controls over a VIE. These protective rights are triggered by the occurrence of certain events, such as failure to be in compliance with a covenant due to poor deal performance or a deterioration in a servicer or collateral manager’s financial condition. At deal inception, the insurance subsidiaries typically are not deemed to control the VIE; however, once a trigger event occurs, the insurance subsidiaries’ control of the VIE typically increases. The Company continuously evaluates its power to direct the activities that most significantly impact the economic performance of VIEs that have debt obligations insured by the insurance subsidiaries and, accordingly, where they are obligated to absorb VIE losses or receive benefits that could potentially be significant to the VIE. The insurance subsidiaries are deemed to be the control party for certain VIEs under GAAP, typically when their protective rights give them the power to both terminate and replace the transaction’s servicer or collateral manager, which are characteristics specific to the Company’s financial guaranty contracts. If the protective rights that could make the insurance subsidiaries the control party have not been triggered, then the VIE is not consolidated. If the insurance subsidiaries are deemed to no longer have those protective rights, the VIE is deconsolidated.
The structured finance and other FG VIEs’ liabilities that are guaranteed by the insurance subsidiaries are considered to be with recourse, because the insurance subsidiaries guarantee the payment of principal and interest regardless of the performance of the related FG VIEs’ assets. The structured finance and other FG VIEs’ liabilities that are not guaranteed by the insurance subsidiaries are considered to be without recourse, because the payment of principal and interest of these liabilities is wholly dependent on the performance of the FG VIEs’ assets.
The Company has elected the FVO for all assets and all liabilities of the structured finance and other FG VIEs. The change in fair value of all structured finance and other FG VIEs assets and liabilities is reported in “fair value gains (losses) on FG VIEs” in the condensed consolidated statement of operations, except for the change in fair value attributable to change in instrument-specific credit risk (ISCR) on the structured finance and other FG VIE liabilities, which is reported in other comprehensive income (OCI). As of both March 31, 2023 and December 31, 2022, the Company consolidated 25 structured finance and other FG VIEs.
44
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Puerto Rico Trusts
As of March 31, 2023 and December 31, 2022, the Company consolidated 45 custodial trusts established as part of the 2022 Puerto Rico Resolutions (Puerto Rico Trusts) discussed in Note 3, Outstanding Exposure, Exposure to Puerto Rico. With respect to certain insured securities covered by the 2022 Puerto Rico Resolutions, insured bondholders were permitted to elect to receive custody receipts that represent an interest in the legacy insurance policy plus cash, New Recovery Bonds and/or CVIs that constitute distributions under the 2022 Puerto Rico Resolutions. (At least one separate custodial trust was set up for each legacy insured bond, and the trusts are deconsolidated as each is paid off.) For those who made this election, distributions of Plan Consideration are immediately passed through to insured bondholders under the custody receipts to the extent of any cash or proceeds of new securities held in the custodial trust and are applied to make payments and/or prepayments of amounts due under the legacy insured bonds. The Company’s insurance policy continues to guarantee principal and interest coming due on the legacy insured bonds in accordance with the terms of such insurance policy on the originally scheduled legacy bond interest and principal payment dates to the extent that distributions of Plan Consideration are insufficient to pay or prepay such amounts after giving effect to the distributions described in the immediately preceding sentence. In the case of insured bondholders who elected to receive custody receipts, the Company retains the right to satisfy its obligations under the insurance policy with respect to the related legacy insured bonds at any time thereafter, with 30 days’ notice, by paying 100% of the then outstanding principal amount of insured bonds plus accrued interest. The Company consolidated the Puerto Rico Trusts as its insurance subsidiaries are deemed to be the primary beneficiary given its power to collapse these trusts.
The assets within the Puerto Rico Trusts are classified as follows: New Recovery Bonds as available-for-sale securities ($211 million fair value, $204 million amortized cost as of March 31, 2023 and $204 million fair value, $204 million amortized cost as of December 31, 2022) and CVIs as trading securities ($5 million fair value as of both March 31, 2023 and December 31, 2022).
As of March 31, 2023, the available-for-sale securities had gross unrealized gains of $10 million and gross unrealized losses of $3 million. Twelve securities in the Puerto Rico Trusts were in a gross unrealized loss position totaling $3 million and had a fair value of $21 million. All of these securities were in a continuous unrealized loss position for more than 12 months. As of December 31, 2022, the available-for-sale securities had gross unrealized gains of $4 million and gross unrealized losses of $4 million. Fourteen securities in the Puerto Rico Trusts were in a gross unrealized loss position totaling $4 million and had a fair value of $110 million. All of these securities were in a continuous unrealized loss position for less than 12 months. The Company considered the credit quality, cash flows, interest rate movements, ability to hold a security to recovery and intent to sell a security in determining whether a security had a credit loss.
The Company has determined that the unrealized losses recorded as of March 31, 2023 and December 31, 2022 were primarily attributable to the change in interest rates, rather than credit quality. As of March 31, 2023 and December 31, 2022, the Company did not intend to and was not required to sell these investments prior to an expected recovery in value. As of March 31, 2023 and December 31, 2022, of the securities in an unrealized loss position for which an allowance for credit loss was not recorded, six and eight securities, respectively, had unrealized losses in excess of 10% of their carrying value. The total unrealized loss for these securities was $2 million and $3 million as of March 31, 2023 and December 31, 2022, respectively.
The amortized cost and estimated fair value of available-for-sale New Recovery Bonds by contractual maturity as of March 31, 2023 are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
New Recovery Bonds in FG VIEs’ Assets
Distribution by Contractual Maturity
As of March 31, 2023
| Amortized Cost | Estimated Fair Value | ||||||||||
| (in millions) | |||||||||||
| Due within one year | $ | 1 | $ | 1 | |||||||
| Due after one year through five years | 6 | 6 | |||||||||
| Due after five years through 10 years | 42 | 43 | |||||||||
| Due after 10 years | 155 | 161 | |||||||||
| Total | $ | 204 | $ | 211 | |||||||
45
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Components of FG VIE Assets and Liabilities
Net fair value gains and losses on FG VIEs are expected to reverse to zero by maturity of the FG VIEs’ debt, except for net premiums received and net claims paid by the insurance subsidiaries under the financial guaranty insurance contracts. The Company’s estimate of expected loss to be paid (recovered) for FG VIEs is included in Note 4, Expected Loss to be Paid (Recovered).
The table below shows the carrying value of FG VIEs’ assets and liabilities segregated by type of collateral.
Consolidated FG VIEs by Type of Collateral
| As of | |||||||||||
| March 31, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
| FG VIEs’ assets: | |||||||||||
| U.S. RMBS first lien | $ | 161 | $ | 167 | |||||||
| U.S. RMBS second lien | 30 | 30 | |||||||||
Puerto Rico Trusts’ assets (includes $215 and $209 at fair value) (1) | 217 | 212 | |||||||||
| Other | 7 | 7 | |||||||||
| Total FG VIEs’ assets | $ | 415 | $ | 416 | |||||||
| FG VIEs’ liabilities with recourse: | |||||||||||
| U.S. RMBS first lien | $ | 173 | $ | 176 | |||||||
| U.S. RMBS second lien | 24 | 24 | |||||||||
| Puerto Rico Trusts’ liabilities | 487 | 495 | |||||||||
| Other | 8 | 7 | |||||||||
| Total FG VIEs’ liabilities with recourse | $ | 692 | $ | 702 | |||||||
| FG VIEs’ liabilities without recourse: | |||||||||||
| U.S. RMBS first lien | $ | 12 | $ | 13 | |||||||
| Total FG VIEs’ liabilities without recourse | $ | 12 | $ | 13 | |||||||
____________________
(1) Includes $2 million of cash as of December 31, 2022.
The change in the ISCR of the FG VIEs’ assets for which the Company elected the FVO (FG VIEs’ assets at FVO) held as of March 31, 2023 that was reported in the condensed consolidated statements of operations for first quarter 2023 was a loss of $1 million. The change in the ISCR of the FG VIEs’ assets at FVO held as of March 31, 2022 was a loss of $5 million for first quarter 2022. The ISCR amount is determined by using expected cash flows at the original date of consolidation, discounted at the effective yield, less current expected cash flows discounted at that same original effective yield.
The inception-to-date change in fair value of the FG VIEs’ liabilities with recourse (all of which are measured at fair value under the FVO) attributable to the ISCR is calculated by holding all current period assumptions constant for each security and isolating the effect of the change in the insurance subsidiaries’ CDS spread from the most recent date of consolidation to the current period.
46
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Selected Information for FG VIEs’ Assets and Liabilities
Measured under the FVO
| As of | |||||||||||
| March 31, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
| Excess of unpaid principal over fair value of: | |||||||||||
| FG VIEs’ assets | $ | 264 | $ | 265 | |||||||
| FG VIEs’ liabilities with recourse | 23 | 21 | |||||||||
| FG VIEs’ liabilities without recourse | 16 | 15 | |||||||||
| Unpaid principal balance for FG VIEs’ assets that were 90 days or more past due | 32 | 34 | |||||||||
Unpaid principal for FG VIEs’ liabilities with recourse (1) | 715 | 723 | |||||||||
____________________
(1) FG VIEs’ liabilities with recourse will mature at various dates ranging from 2023 through 2041.
CIVs
CIVs consist of certain AssuredIM Funds, CLOs and CLO warehouses for which the Company is the primary beneficiary or has a controlling interest. The Company consolidates investment vehicles when it is deemed to be the primary beneficiary, based on its power to direct the most significant activities of each VIE and its level of economic interest in the entities.
The assets and liabilities of the Company’s CIVs are held within separate legal entities. The assets of the CIVs are not available to creditors of the Company, other than creditors of the applicable CIVs. In addition, creditors of the CIVs have no recourse against the assets of the Company, other than the assets of such applicable CIVs. Liquidity available at the Company’s CIVs is not available for corporate liquidity needs, except to the extent of the Company’s investment in the funds, subject to redemption provisions. Changes in the fair value of assets and liabilities of CIVs, interest income and expense are reported in “fair value gains (losses) on consolidated investment vehicles” in the condensed consolidated statements of operations. Interest income from CLO assets is recorded based on contractual rates.
Number of Consolidated CIVs by Type
| As of | ||||||||||||||
| CIV Type | March 31, 2023 | December 31, 2022 | ||||||||||||
| Funds (1) | 7 | 8 | ||||||||||||
| CLOs | 10 | 10 | ||||||||||||
| CLO warehouses | 4 | 4 | ||||||||||||
| Total number of consolidated CIVs (1) | 21 | 22 | ||||||||||||
____________________
(1) One fund was deconsolidated in first quarter 2023.
(2) As of March 31, 2023, one CIV was a voting interest entity, and as of December 31, 2022, two CIVs were voting interest entities. Certain funds meet the criteria for a voting interest entity because the Company possesses substantially all of the economics and all of the decision-making authority.
During both first quarter 2023 and first quarter 2022 no consolidated CLO warehouses became CLOs.
47
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Assets and Liabilities of CIVs
| As of | |||||||||||
| March 31, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
| Assets: | |||||||||||
| Fund assets: | |||||||||||
| Cash and cash equivalents (4) | $ | (50) | $ | 59 | |||||||
| Fund investments, at fair value | |||||||||||
| Equity securities and warrants | 339 | 434 | |||||||||
| Corporate securities | 93 | 96 | |||||||||
| Structured products | 94 | 128 | |||||||||
| Due from brokers and counterparties | 1 | — | |||||||||
| Other | 1 | 1 | |||||||||
| CLO and CLO warehouse assets: | |||||||||||
| Cash | 37 | 38 | |||||||||
| CLO investments: | |||||||||||
| Loans in CLOs, FVO | 4,270 | 4,202 | |||||||||
| Loans in CLO warehouses, FVO | 177 | 368 | |||||||||
| Short-term investments, at fair value | 94 | 135 | |||||||||
| Due from brokers and counterparties | 62 | 32 | |||||||||
| Total assets (1) | $ | 5,118 | $ | 5,493 | |||||||
| Liabilities: | |||||||||||
CLO obligations, FVO (2) | 4,155 | 4,090 | |||||||||
| Warehouse financing debt, FVO (3) | 169 | 313 | |||||||||
| Due to brokers and counterparties | 75 | 112 | |||||||||
| Other liabilities | 59 | 110 | |||||||||
| Total liabilities | $ | 4,458 | $ | 4,625 | |||||||
____________________
(1) Includes investments in AssuredIM Funds and other affiliated entities of $260 million and $392 million as of March 31, 2023 and December 31, 2022, respectively. Includes assets of a voting interest entity as of March 31, 2023 of $38 million, and assets and liabilities of voting interest entities of $58 million and $1 million, respectively, as of December 31, 2022.
(2) The weighted average maturity of CLO obligations was 5.9 years as of March 31, 2023 and 6.2 years as of December 31, 2022. The weighted average interest rate of CLO obligations was 6.1% as of March 31, 2023 and 5.3% as of December 31, 2022. CLO obligations have stated final maturity dates from 2034 to 2035.
(3) The weighted average maturity of warehouse financing debt of CLO warehouses was 0.5 years as of March 31, 2023 and 1.9 years as of December 31, 2022. The weighted average interest rate of warehouse financing debt of CLO warehouses was 5.0% as of March 31, 2023 and 4.5% as of December 31, 2022. Warehouse financing debt will mature at various dates from 2023 to 2031.
(4) Negative cash as of March 31, 2023 is due to reporting the distribution of certain cash by an AssuredIM Fund to AGAS in the current period, while reporting the receipt of cash as a result of an investment sale by an AssuredIM Fund on a lag.
The “equity securities and warrants” category in the table above includes $127 million as of December 31, 2022 related to a consolidated feeder’s investment in a municipal master fund that was unwound in January 2023 based on the December 31, 2022 valuation. On January 31, 2023, the fund distributed substantially all of its available cash to AGAS and other investors in the fund. As of December 31, 2022, other liabilities in the table above include redeemable NCI. These liabilities were settled in first quarter 2023.
As of March 31, 2023, the CIVs had unfunded commitments to invest $453 million.
As of March 31, 2023 and December 31, 2022, the CIVs included derivative contracts with notional amounts totaling $39 million and $46 million, respectively, and average notional amounts of $43 million and $47 million, respectively. The fair
48
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
value of derivative contracts is reported in the “assets of CIVs” or “liabilities of CIVs” in the condensed consolidated balance sheets. The net change in fair value is reported in “fair value gains (losses) on CIVs” in the condensed consolidated statements of operations. The net change in fair value of derivative contracts were gains of $4 million in first quarter 2022.
Certain of the CIVs have entered into financing arrangements with financial institutions, generally to provide liquidity during the CLO warehouse stage. Borrowings are generally secured by the investments purchased with the proceeds of the borrowing and/or the uncalled capital commitment of each respective vehicle. When a CIV borrows, the proceeds are available only for use by that investment vehicle and are not available for the benefit of other investment vehicles or other Assured Guaranty subsidiaries. Collateral within each investment vehicle is also available only against borrowings by that investment vehicle and not against the borrowings of other investment vehicles or other Assured Guaranty subsidiaries.
As of March 31, 2023, these credit facilities had varying maturities ranging from 2023 to 2031 with the aggregate principal amount not exceeding $1.6 billion. The available commitments were based on the amount of equity contributed to the warehouses which was $252 million. As of March 31, 2023, $138 million was drawn under credit facilities with interest rates ranging from 3-month Term SOFR plus 150 basis points (bps) to 3-month Euro InterBank Offered Rate (Euribor) plus 250 bps (with a floor on Euribor of zero). The CLO warehouses were in compliance with all financial covenants as of March 31, 2023.
As of March 31, 2023, a consolidated healthcare fund was a party to a credit facility (jointly with another healthcare fund that was not consolidated) with a maturity date of December 29, 2023 with the aggregate principal amount not to exceed $110 million jointly and $71 million individually for the consolidated healthcare fund. The available commitment was based on the capital committed to the funds. As of March 31, 2023, $28 million was drawn by the consolidated fund under the credit facility with an interest rate of Prime (with a Prime floor of 3%). The fund was in compliance with all financial covenants as of March 31, 2023.
Noncontrolling Interest in CIVs
NCI represents the proportion of the consolidated funds not owned by the Company and includes ownership interests of third parties, employees, and former employees. The NCI is non-redeemable and presented on the statement of shareholders’ equity.
Other Consolidated VIEs
In certain instances where the Company consolidates a VIE that was established as part of a loss mitigation negotiated settlement that results in the termination of the obligations under the original financial guaranty insurance or insured credit derivative contract, the Company classifies the assets and liabilities of that VIE in the line items that most accurately reflect the nature of such assets and liabilities, as opposed to within FG VIEs’ assets and FG VIEs’ liabilities. The largest of these VIEs had assets of $89 million and liabilities of $10 million as of March 31, 2023, and assets of $86 million and liabilities of $12 million as of December 31, 2022, primarily reported in “investments” and “credit derivative liabilities” on the condensed consolidated balance sheets.
Non-Consolidated VIEs
As described in Note 3, Outstanding Exposure, the Company monitors all policies in the insured portfolio. Of the approximately 15 thousand policies monitored as of March 31, 2023, approximately 14 thousand policies are not within the scope of FASB ASC 810 because these financial guaranties relate to the debt obligations of governmental organizations or financing entities established by a governmental organization. The majority of the remaining policies involve transactions where the Company is not deemed to currently have control over the FG VIEs’ most significant activities. As of March 31, 2023 and December 31, 2022, the Company identified 86 and 85 policies, respectively, that contain provisions and experienced events that may trigger consolidation. See above for information on VIEs that were consolidated based on management’s assessment of these potential triggers or events.
The Company manages funds and CLOs that have been determined to be VIEs in which the Company concluded that it is not the primary beneficiary because it lacks a controlling financial interest. As such, the Company does not consolidate these entities. The Company’s equity interests in these entities are reported in “other invested assets” on the condensed consolidated balance sheets. The maximum exposure to loss is limited to the Company’s investment in equity interests (which is less than $1 million as of both March 31, 2023 and December 31, 2022) as well as foregone future management and performance fees. See Note 10, Asset Management Fees, for earnings and receivables from managing funds and CLOs.
49
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
9. Fair Value Measurement
The Company carries a significant portion of its assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., exit price). The price represents the price available in the principal market for the asset or liability. If there is no principal market, then the price is based on a hypothetical market that maximizes the value received for an asset or minimizes the amount paid for a liability (i.e., the most advantageous market).
Fair value is based on quoted market prices, where available. If listed prices or quotes are not available, fair value is based on either internally developed models that primarily use, as inputs, market-based or independently sourced market parameters, including but not limited to yield curves, interest rates and debt prices or with the assistance of an independent third party using a discounted cash flow approach and the third party’s proprietary pricing models. In addition to market information, models also incorporate transaction details, such as maturity of the instrument and contractual features designed to reduce the Company’s credit exposure, such as collateral rights as applicable.
Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality, the Company’s creditworthiness and constraints on liquidity. As markets and products develop and the pricing for certain products becomes more or less transparent, the Company may refine its methodologies and assumptions. During first quarter 2023, no changes were made to the Company’s valuation models that had, or are expected to have, a material impact on the Company’s condensed consolidated balance sheets or statements of operations and comprehensive income.
The Company’s valuation methods produce fair values that may not be indicative of net realizable value or future fair values. The use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a materially different estimate of fair value at the reporting date.
The categorization within the fair value hierarchy is determined based on whether the inputs to valuation techniques used to measure fair value are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Company estimates of market assumptions. The fair value hierarchy prioritizes model inputs into three broad levels, with Level 1 being the highest and Level 3 the lowest. An asset’s or liability’s categorization within the hierarchy is based on the lowest level of significant input to its valuation.
Level 1—Quoted prices for identical instruments in active markets. The Company generally defines an active market as a market in which trading occurs at significant volumes. Active markets generally are more liquid and have a lower bid-ask spread than an inactive market.
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and observable inputs other than quoted prices, such as interest rates or yield curves and other inputs derived from or corroborated by observable market inputs.
Level 3—Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Financial instruments are considered Level 3 when their values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 financial instruments also include those for which the determination of fair value requires significant management judgment or estimation.
There were no transfers from or into Level 3 during the periods presented.
Carried at Fair Value
Fixed-Maturity Securities
The fair value of fixed-maturity securities is generally based on prices received from third-party pricing services or alternative pricing sources with reasonable levels of price transparency. The pricing services prepare estimates of fair value using their pricing models, which take into account: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, industry and economic events and sector groupings. Additional valuation factors that can be taken into account are nominal spreads and liquidity adjustments. The pricing services evaluate each asset class based on relevant market and credit information, perceived market movements, and sector news.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Benchmark yields have in many cases taken priority over reported trades for securities that trade less frequently or those that are distressed trades, and therefore may not be indicative of the market. The extent of the use of each input is dependent on the asset class and the market conditions. The valuation of fixed-maturity securities is more subjective when markets are less liquid due to the lack of market-based inputs.
As of March 31, 2023, the Company used models to price 190 securities. All Level 3 securities were priced with the assistance of independent third parties. The pricing is based on a discounted cash flow approach using the third party’s proprietary pricing models. The models use inputs such as projected prepayment speeds; severity assumptions; recovery lag assumptions; estimated default rates (determined on the basis of an analysis of collateral attributes, historical collateral performance, borrower profiles and other features relevant to the evaluation of collateral credit quality); home price appreciation/depreciation rates based on macroeconomic forecasts; and recent trading activity. The yield used to discount the projected cash flows is determined by reviewing various attributes of the security including collateral type, weighted average life, sensitivity to losses, vintage, and convexity, in conjunction with market data on comparable securities. Significant changes to any of these inputs could have materially changed the expected timing of cash flows within these securities which is a significant factor in determining the fair value of the securities.
Short-Term Investments
Short-term investments that are traded in active markets are classified as Level 1 as their value is based on quoted market prices. Securities such as discount notes are classified as Level 2 because these securities are typically not actively traded due to their approaching maturity and, as such, their cost approximates fair value.
Other Invested Assets
Other invested assets that are carried at fair value primarily include equity method investments for which the Company elected the FVO using NAV, as a practical expedient, and, therefore, are excluded from the fair value hierarchy.
Other Assets
Committed Capital Securities
Each of AGC and AGM have entered into put agreements with four separate custodial trusts allowing each of AGC and AGM to issue an aggregate of $200 million of non-cumulative redeemable perpetual preferred securities to the trusts in exchange for cash. Each custodial trust was created for the primary purpose of issuing $50 million face amount of CCS, investing the proceeds in high-quality assets and entering into put options with AGC or AGM, as applicable.
The fair value of CCS, which is reported in other assets on the condensed consolidated balance sheets, represents the difference between the present value of remaining expected put option premium payments under AGC CCS and AGM’s Committed Preferred Trust Securities (the AGM CPS) agreements, and the estimated present value that the Company would hypothetically have to pay currently for a comparable security. The change in fair value of the AGC CCS and AGM CPS are reported in “fair value gains (losses) on committed capital securities” in the condensed consolidated statements of operations. The estimated current cost of the Company’s CCS is based on several factors, including AGM and AGC CDS spreads, LIBOR curve projections, the Company's publicly traded debt and the term the securities are estimated to remain outstanding. The AGC CCS and AGM CPS are classified as Level 3.
Supplemental Executive Retirement Plans
The Company classified assets included in the Company’s various supplemental executive retirement plans as either Level 1 or Level 2. The fair value of these assets is based on the observable published daily values of the underlying mutual funds included in the plans (Level 1) or based upon the NAV of the funds if a published daily value is not available (Level 2). The NAVs are based on observable information. The change in fair value of these assets is reported in “other operating expenses” in the condensed consolidated statements of operations.
Contracts Accounted for as Credit Derivatives
The Company’s credit derivatives in the Insurance segment primarily consist of insured CDS contracts, and also include interest rate swaps that qualify as derivatives under GAAP, which require fair value measurement with changes in the
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
fair value reported in the condensed consolidated statements of operations. The Company did not enter into CDS contracts with the intent to trade these contracts and the Company may not unilaterally terminate a CDS contract absent an event of default or termination event that entitles the Company to terminate such contracts; however, the Company has mutually agreed with various counterparties to terminate certain CDS transactions. In transactions where the counterparty does not have the right to terminate, such transactions were generally terminated for an amount that approximated the present value of future premiums or for a negotiated amount, rather than at fair value.
The terms of the Company’s CDS contracts differ from more standardized credit derivative contracts sold by companies outside the financial guaranty industry. The non-standard terms generally include the absence of collateral support agreements or immediate settlement provisions. In addition, the Company employs relatively high attachment points and does not exit derivatives it sells, except under specific circumstances such as mutual agreements with counterparties. Management considers the non-standard terms of the Company’s credit derivative contracts in determining the fair value of these contracts.
Due to the lack of quoted prices and other observable inputs for its instruments or for similar instruments, the Company determines the fair value of its credit derivative contracts primarily through internally developed, proprietary models that use both observable and unobservable market data inputs. There is no established market where financial guaranty insured credit derivatives are actively traded; therefore, management has determined that the exit market for the Company’s credit derivatives is a hypothetical one based on its entry market. These contracts are classified as Level 3 in the fair value hierarchy as there are multiple unobservable inputs deemed significant to the valuation model, most importantly the Company’s estimate of the value of the non-standard terms and conditions of its credit derivative contracts and how the Company’s own credit spread affects the pricing of its transactions.
The fair value of the Company’s credit derivative contracts represents the difference between the present value of remaining premiums the Company expects to receive and the estimated present value of premiums that a financial guarantor of comparable credit-worthiness would hypothetically charge at the reporting date for the same protection. The fair value of the Company’s credit derivatives depends on a number of factors, including notional amount of the contract, expected term, credit spreads, changes in interest rates, the credit ratings of referenced entities, the Company’s own credit risk and remaining contractual cash flows. The expected remaining contractual premium cash flows are the most readily observable inputs since they are based on the CDS contractual terms. Credit spreads capture the effect of recovery rates and performance of underlying assets of these contracts, among other factors. Consistent with previous years, market conditions at March 31, 2023 were such that market prices of the Company’s CDS contracts were not available.
Assumptions and Inputs
The various inputs and assumptions that are key to the measurement of the Company’s fair value for CDS contracts are as follows: the gross spread, the allocation of gross spread among the bank profit, net spread and hedge cost, and the weighted average life which is based on debt service schedules. The Company obtains gross spreads on its outstanding contracts from market data sources published by third parties (e.g., dealer spread tables for the collateral similar to assets within the Company’s transactions), as well as collateral-specific spreads provided by or obtained from market sources. The bank profit represents the profit the originator, usually an investment bank, realizes for structuring and funding the transaction; the net spread represents the premiums paid to the Company for the Company’s credit protection provided; and the hedge cost represents the cost of CDS protection purchased by the originator to hedge its counterparty credit risk exposure to the Company.
The primary sources of information used to determine gross spread include:
•Actual collateral specific credit spreads (if up-to-date and reliable market-based spreads are available).
•Transactions priced or closed during a specific quarter within a specific asset class and specific rating.
•Credit spreads interpolated based upon market indices adjusted to reflect the non-standard terms of the Company’s CDS contracts.
•Credit spreads extrapolated based upon transactions of similar asset classes, similar ratings, and similar time to maturity.
The rates used to discount future expected premium cash flows ranged from 2.59% to 5.06% at March 31, 2023 and 2.78% to 5.08% at December 31, 2022.
The premium the Company receives is referred to as the “net spread.” The Company’s pricing model takes into account not only how credit spreads on risks that it assumes affect pricing, but also how the Company’s own credit spread
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
affects the pricing of its transactions. The Company’s own credit risk is factored into the determination of net spread based on the impact of changes in the quoted market price for credit protection bought on the Company, as reflected by quoted market prices on CDS referencing AGC. Due to the relatively low volume and characteristics of CDS contracts remaining in AGM’s portfolio, changes in AGM’s credit spreads do not significantly affect the fair value of these CDS contracts. The Company obtains the quoted price of CDS contracts traded on AGC from market data sources published by third parties. The cost to acquire CDS protection referencing AGC affects the amount of spread on CDS transactions that the Company retains and, hence, their fair value. As the cost to acquire CDS protection referencing AGC increases, the amount of premium the Company retains on a transaction generally decreases.
In the Company’s valuation model, the premium the Company captures is not permitted to go below the minimum rate that the Company would currently charge to assume similar risks. This assumption can have the effect of mitigating the amount of unrealized gains that are recognized on certain CDS contracts. As of March 31, 2023 and December 31, 2022, the use of the minimum premium did not have a significant effect on fair value. The percentage of transactions that price using the minimum premiums fluctuates due to changes in AGC’s credit spreads. In general, when AGC’s credit spreads narrow, the cost to hedge AGC’s name declines and more transactions price above previously established floor levels. Meanwhile, when AGC’s credit spreads widen, the cost to hedge AGC’s name increases causing more transactions to price at established floor levels. The Company corroborates the assumptions in its fair value model, including the portion of exposure to AGC hedged by its counterparties, with independent third parties periodically. The implied credit risk of AGC, indicated by the trading level of AGC’s own credit spread, is a significant factor in the amount of exposure to AGC that a bank or transaction hedges. When AGC’s credit spreads widen, the hedging cost of a bank or originator increases. Higher hedging costs reduce the amount of contractual cash flows AGC can capture as premium for selling its protection, while lower hedging costs increase the amount of contractual cash flows AGC can capture.
The amount of premium a financial guaranty insurance market participant can demand is inversely related to the cost of credit protection on the insurance company as measured by market credit spreads assuming all other assumptions remain constant. This is because the buyers of credit protection typically hedge a portion of their risk to the financial guarantor, due to the fact that the contractual terms of the Company’s contracts typically do not require the posting of collateral by the guarantor. The extent of the hedge depends on the types of instruments insured and the current market conditions.
A credit derivative liability on protection sold is the result of contractual cash inflows on in-force transactions that are lower than what a hypothetical financial guarantor could receive if it sold protection on the same risk as of the reporting date. If the Company were able to freely exchange these contracts (i.e., assuming its contracts did not contain proscriptions on transfer and there was a viable exchange market), it would realize a loss representing the difference between the lower contractual premiums to which it is entitled and the current market premiums for a similar contract. The Company determines the fair value of its CDS contracts by applying the difference between the current net spread and the contractual net spread for the remaining duration of each contract to the notional value of such contract and discounting such amounts using the LIBOR corresponding to the weighted average remaining life of the contract.
Strengths and Weaknesses of Model
The Company’s credit derivative valuation model, like any financial model, has certain strengths and weaknesses.
The primary strengths of the Company’s CDS modeling techniques are:
•The model takes into account the transaction structure and the key drivers of market value.
•The model maximizes the use of market-driven inputs whenever they are available.
•The model is a consistent approach to valuing positions.
The primary weaknesses of the Company’s CDS modeling techniques are:
•There is no exit market or any actual exit transactions; therefore, the Company’s exit market is a hypothetical one based on the Company’s entry market.
•There is a very limited market in which to validate the reasonableness of the fair values developed by the Company’s model.
•The markets for the inputs to the model are highly illiquid, which impacts their reliability.
•Due to the non-standard terms under which the Company enters into derivative contracts, the fair value of its credit derivatives may not reflect the same prices observed in an actively traded market of credit derivatives that do not contain terms and conditions similar to those observed in the financial guaranty market.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
FG VIEs’ Assets and Liabilities
FG VIEs include Puerto Rico Trusts and structured finance and other FG VIEs. Assets in the Puerto Rico Trusts, which consist of New Recovery Bonds and CVIs, are classified as Level 2. The Company elected the FVO for the Puerto Rico Trusts’ liabilities and they are classified as Level 3. See “ - Fixed Maturity Securities” above for a description of the fair value methodology for the New Recovery Bonds and CVIs in the Puerto Rico Trusts, which represent the majority of the assets in the Puerto Rico Trusts. For structured finance and other FG VIEs’ assets and liabilities the Company elected the FVO and they are classified as Level 3. The prices are generally determined with the assistance of an independent third party, based on a discounted cash flow approach. The Company records the fair value of structured finance and other FG VIEs’ assets and liabilities based on modeled prices.
The fair value of the residential mortgage loan FG VIEs’ assets is generally sensitive to changes in estimated prepayment speeds; estimated default rates (determined on the basis of an analysis of collateral attributes such as: historical collateral performance, borrower profiles and other features relevant to the evaluation of collateral credit quality); yields implied by market prices for similar securities; and, as applicable, house price depreciation/appreciation rates based on macroeconomic forecasts. Significant changes to some of these inputs could have materially changed the fair value of the FG VIEs’ assets and the implied collateral losses within these transactions. In general, the fair value of the FG VIEs’ assets is most sensitive to changes in the projected collateral losses, where an increase in collateral losses typically could lead to a decrease in the fair value of FG VIEs’ assets, while a decrease in collateral losses typically leads to an increase in the fair value of FG VIEs’ assets.
The third party utilizes an internal model to determine an appropriate yield at which to discount the cash flows of the security, by factoring in collateral types, weighted-average lives, and other structural attributes specific to the security being priced. The expected yield is further calibrated by utilizing algorithms designed to aggregate market color, received by the independent third party, on comparable bonds.
The models used to price the FG VIEs’ liabilities (other than the liabilities of the Puerto Rico Trusts) generally apply the same inputs used in determining fair value of FG VIEs’ assets. For those liabilities insured by the Company, the benefit of the Company’s insurance policy guaranteeing the timely payment of debt service is also taken into account. The liabilities of the Puerto Rico Trusts are priced based on the value of the assets in the Puerto Rico Trusts including the value of the insurance subsidiaries’ financial guaranty policies.
Significant changes to any of the inputs described above could materially change the timing of expected losses within an insured transaction which is a significant factor in determining the implied benefit of the Company’s insurance policy guaranteeing the timely payment of principal and interest for the insured tranches of debt issued by the FG VIEs. In general, extending the timing of expected loss payments by the Company into the future typically could lead to a decrease in the value of the Company’s insurance and a decrease in the fair value of the Company’s FG VIEs’ liabilities with recourse, while a shortening of the timing of expected loss payments by the Company typically could lead to an increase in the value of the Company’s insurance and an increase in the fair value of the Company’s FG VIEs’ liabilities with recourse.
The change in fair value of FG VIEs’ assets and liabilities is reported in “fair value gains (losses) on FG VIEs” in the condensed consolidated statement of operations, except for (i) the change in fair value attributable to change in ISCR on FG VIEs’ liabilities, and (ii) unrealized gains and losses on the New Recovery Bonds in the Puerto Rico Trusts, which are reported OCI. Interest income and interest expense are derived from the trustee reports and also included in “fair value gains (losses) on FG VIEs.” Investment income on the New Recovery Bonds and changes in fair value on the CVIs in the Puerto Rico Trusts are all reported in “fair value gains (losses) on FG VIEs” on the condensed consolidated statement of operations.
Assets and Liabilities of CIVs
The consolidated CLOs are collateralized financing entities (CFEs), and therefore, the debt issued by, and loans held by, the consolidated CLOs are measured under the FVO using the CFE practical expedient. Loans in CLOs are priced using a loan pricing service which aggregates quotes from loan market participants. The loans are all Level 2 assets, which are more observable than the fair value of the Level 3 debt issued by the consolidated CLOs. As a result, the less observable CLO debt is measured on the basis of the more observable CLO loans. Under the CFE practical expedient guidance, the loans of consolidated CLOs are measured at fair value and the debt of consolidated CLOs are measured as: (1) the sum of (i) the fair value of the financial assets, and (ii) the carrying value of any nonfinancial assets held temporarily; less (2) the sum of (iii) the fair value of any beneficial interests retained by the Company (other than those that represent compensation for services), and (iv) the Company’s carrying value of any beneficial interests that represent compensation for services. The resulting amount is
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
allocated to the individual financial liabilities (other than the underlying financial liabilities to the beneficial interests retained by the Company).
Prior to securitization, when loans are warehoused in an investment vehicle, such vehicle is not considered a CFE. The Company has elected the FVO to measure the loans held and the debt issued by CLO warehouses to mitigate the accounting mismatch between such assets and liabilities when a CLO warehouse securitizes and becomes a CLO.
Investments held by CIVs which are listed or quoted on a national securities exchange or market are valued at their last reported sale price on the date of determination. Investments held by CIVs which are not listed or quoted on an exchange, but are traded over-the-counter, or are listed on an exchange which has no reported sales, are valued at their fair value as determined by the Company, after giving consideration to third-party data generally at the average between the offer and bid prices. The methods and procedures to value these investments may include, but are not limited to: (i) performing comparisons with prices of comparable or similar investments; (ii) obtaining valuation-related information from issuers; (iii) calculating the present value of future cash flows; (iv) assessing other analytical data and information related to the investment that is an indication of value; (v) obtaining information provided by third parties; (vi) and/or evaluating information provided by management of these investments. These fair values are generally based on dealer quotes, indications of value or pricing models that consider the time value of money, the current market, contractual prices and potential volatilities of the underlying financial instruments. Inputs are used in applying the various valuation techniques and broadly refer to the current assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include dealer price quotations, yield curves, credit curves, forward/CDS/index spreads, prepayments rates, strike and expiry dates, volatility statistics and other factors. Investments in private equity funds are generally valued utilizing NAV.
Level 2 assets in the CIVs include assets of the consolidated CLOs and certain assets of the consolidated funds. Level 3 assets in the CIVs include the remainder of the invested assets of consolidated funds. Level 2 liabilities in the CIVs include senior warehouse financing debt used to fund a CLO warehouse (measured under the FVO). Level 3 liabilities of the CIVs include various tranches of CLO debt, first loss subordinated warehouse financing and securitized borrowing. Significant changes to any of the inputs described above could have a material effect on the fair value of the consolidated assets and liabilities.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Amounts recorded at fair value in the Company’s financial statements are presented in the tables below.
Fair Value Hierarchy of Financial Instruments Carried at Fair Value
As of March 31, 2023
| Fair Value Hierarchy | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Investments: | |||||||||||||||||||||||
| Fixed-maturity securities, available-for-sale | |||||||||||||||||||||||
| Obligations of state and political subdivisions | $ | — | $ | 3,050 | $ | 47 | $ | 3,097 | |||||||||||||||
| U.S. government and agencies | — | 88 | — | 88 | |||||||||||||||||||
| Corporate securities | — | 2,153 | — | 2,153 | |||||||||||||||||||
| Mortgage-backed securities: | |||||||||||||||||||||||
| RMBS | — | 176 | 174 | 350 | |||||||||||||||||||
| CMBS | — | 258 | — | 258 | |||||||||||||||||||
| Asset-backed securities | — | 27 | 795 | 822 | |||||||||||||||||||
| Non-U.S. government securities | — | 101 | — | 101 | |||||||||||||||||||
| Total fixed-maturity securities, available-for-sale | — | 5,853 | 1,016 | 6,869 | |||||||||||||||||||
| Fixed-maturity securities, trading | — | 300 | — | 300 | |||||||||||||||||||
| Short-term investments | 1,240 | 33 | — | 1,273 | |||||||||||||||||||
| Other invested assets (1) | — | — | 5 | 5 | |||||||||||||||||||
| FG VIEs’ assets | — | 216 | 197 | 413 | |||||||||||||||||||
| Assets of CIVs (2): | |||||||||||||||||||||||
| Fund investments: | |||||||||||||||||||||||
| Equity securities and warrants | — | 5 | 329 | 334 | |||||||||||||||||||
| Corporate securities | — | — | 93 | 93 | |||||||||||||||||||
| Structured products | — | 77 | 17 | 94 | |||||||||||||||||||
| CLOs and CLO warehouse assets: | |||||||||||||||||||||||
| Loans | — | 4,447 | — | 4,447 | |||||||||||||||||||
| Short-term investments | 94 | — | — | 94 | |||||||||||||||||||
| Total assets of CIVs | 94 | 4,529 | 439 | 5,062 | |||||||||||||||||||
| Assets held for sale | 1 | — | — | 1 | |||||||||||||||||||
| Other assets | 60 | 47 | 33 | 140 | |||||||||||||||||||
| Total assets carried at fair value | $ | 1,395 | $ | 10,978 | $ | 1,690 | $ | 14,063 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Credit derivative liabilities | $ | — | $ | — | $ | 150 | $ | 150 | |||||||||||||||
| FG VIEs’ liabilities (3) | — | — | 704 | 704 | |||||||||||||||||||
| Liabilities of CIVs: | |||||||||||||||||||||||
| CLO obligations of CFEs | — | — | 4,155 | 4,155 | |||||||||||||||||||
| Warehouse financing debt | — | 132 | 37 | 169 | |||||||||||||||||||
| Securitized borrowing | — | — | 28 | 28 | |||||||||||||||||||
| Total liabilities of CIVs | — | 132 | 4,220 | 4,352 | |||||||||||||||||||
| Liabilities held for sale | — | 7 | — | 7 | |||||||||||||||||||
| Total liabilities carried at fair value | $ | — | $ | 139 | $ | 5,074 | $ | 5,213 | |||||||||||||||
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Fair Value Hierarchy of Financial Instruments Carried at Fair Value
As of December 31, 2022
| Fair Value Hierarchy | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Investments: | |||||||||||||||||||||||
| Fixed-maturity securities, available-for sale | |||||||||||||||||||||||
| Obligations of state and political subdivisions | $ | — | $ | 3,347 | $ | 47 | $ | 3,394 | |||||||||||||||
| U.S. government and agencies | — | 111 | — | 111 | |||||||||||||||||||
| Corporate securities | — | 2,084 | — | 2,084 | |||||||||||||||||||
| Mortgage-backed securities: | |||||||||||||||||||||||
| RMBS | — | 161 | 179 | 340 | |||||||||||||||||||
| CMBS | — | 271 | — | 271 | |||||||||||||||||||
| Asset-backed securities | — | 27 | 794 | 821 | |||||||||||||||||||
| Non-U.S. government securities | — | 98 | — | 98 | |||||||||||||||||||
| Total fixed-maturity securities, available-for-sale | — | 6,099 | 1,020 | 7,119 | |||||||||||||||||||
| Fixed-maturity securities, trading | — | 303 | — | 303 | |||||||||||||||||||
| Short-term investments | 771 | 39 | — | 810 | |||||||||||||||||||
| Other invested assets (1) | 2 | — | 5 | 7 | |||||||||||||||||||
| FG VIEs’ assets | — | 209 | 204 | 413 | |||||||||||||||||||
| Assets of CIVs (2): | |||||||||||||||||||||||
| Fund investments: | |||||||||||||||||||||||
| Equity securities and warrants | — | 5 | 297 | 302 | |||||||||||||||||||
| Corporate securities | — | — | 96 | 96 | |||||||||||||||||||
| Structured products | — | 82 | 46 | 128 | |||||||||||||||||||
| CLOs and CLO warehouse assets: | |||||||||||||||||||||||
| Loans | — | 4,570 | — | 4,570 | |||||||||||||||||||
| Short-term investments | 135 | — | — | 135 | |||||||||||||||||||
| Total assets of CIVs | 135 | 4,657 | 439 | 5,231 | |||||||||||||||||||
| Other assets | 54 | 46 | 48 | 148 | |||||||||||||||||||
| Total assets carried at fair value | $ | 962 | $ | 11,353 | $ | 1,716 | $ | 14,031 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Credit derivative liabilities | $ | — | $ | — | $ | 163 | $ | 163 | |||||||||||||||
| FG VIEs’ liabilities (3) | — | — | 715 | 715 | |||||||||||||||||||
| Liabilities of CIVs: | |||||||||||||||||||||||
| CLO obligations of CFEs | — | — | 4,090 | 4,090 | |||||||||||||||||||
| Warehouse financing debt | — | 277 | 36 | 313 | |||||||||||||||||||
| Securitized borrowing | — | — | 28 | 28 | |||||||||||||||||||
| Total liabilities of CIVs | — | 277 | 4,154 | 4,431 | |||||||||||||||||||
| Other liabilities | — | 7 | — | 7 | |||||||||||||||||||
| Total liabilities carried at fair value | $ | — | $ | 284 | $ | 5,032 | $ | 5,316 | |||||||||||||||
___________________
(1) Includes Level 3 mortgage loans that are recorded at fair value on a non-recurring basis. Excludes $22 million and $23 million of equity method investments measured at fair value under the FVO using the NAV as a practical expedient as of March 31, 2023 and December 31, 2022, respectively.
(2) Excludes $5 million as of both March 31, 2023 and December 31, 2022, in investments in AssuredIM Funds for which the Company records a 100% NCI. The consolidation of these funds results in a gross up of assets and NCI on the consolidated financial statements; however, it results in no economic equity or net income attributable to AGL. As of December 31, 2022, excludes $127 million investment in the AssuredIM municipal relative value master fund, which is measured using NAV as a practical expedient.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(3) Includes FG VIEs’ liabilities with recourse and FG VIEs’ liabilities without recourse. See Note 8, Financial Guaranty Variable Interest Entities and Consolidated Investment Vehicles.
Changes in Level 3 Fair Value Measurements
The tables below present a roll forward of the Company’s Level 3 financial instruments carried at fair value on a recurring basis during first quarter 2023 and first quarter 2022.
Roll Forward of Level 3 Assets (Liabilities) at Fair Value on a Recurring Basis
First Quarter 2023
| Fixed-Maturity Securities, Available-for-Sale | Assets of CIVs | |||||||||||||||||||||||||||||||||||||||||||||||||
| Obligations of State and Political Subdivisions | RMBS | Asset- Backed Securities | FG VIEs’ Assets | Equity Securities and Warrants | Corporate Securities | Structured Products | Other (7) | |||||||||||||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair value as of December 31, 2022 | $ | 47 | $ | 179 | $ | 794 | $ | 204 | $ | 297 | $ | 96 | $ | 46 | $ | 50 | ||||||||||||||||||||||||||||||||||
| Total pre-tax realized and unrealized gains (losses) recorded in: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | 3 | (1) | 3 | (1) | 1 | (2) | 33 | (4) | (2) | (4) | 2 | (4) | (16) | (3) | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | 1 | (1) | (3) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Purchases | — | — | 5 | — | 4 | 4 | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Sales | — | — | — | — | (5) | (5) | (31) | — | ||||||||||||||||||||||||||||||||||||||||||
| Settlements | (1) | (7) | (4) | (8) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Fair value as of March 31, 2023 | $ | 47 | $ | 174 | $ | 795 | $ | 197 | $ | 329 | $ | 93 | $ | 17 | $ | 34 | ||||||||||||||||||||||||||||||||||
Change in unrealized gains (losses) related to financial instruments held as of March 31, 2023 included in: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings | $ | — | (2) | $ | 32 | (4) | $ | (3) | (4) | $ | — | (4) | $ | (16) | (3) | |||||||||||||||||||||||||||||||||||
| OCI | $ | 1 | $ | (1) | $ | (3) | $ | — | ||||||||||||||||||||||||||||||||||||||||||
Roll Forward of Level 3 Assets (Liabilities) at Fair Value on a Recurring Basis
First Quarter 2023
| Credit Derivative Liability, net (5) | FG VIEs’ Liabilities (8) | Liabilities of CIVs | ||||||||||||||||||
| (in millions) | ||||||||||||||||||||
| Fair value as of December 31, 2022 | $ | (162) | $ | (715) | $ | (4,154) | ||||||||||||||
| Total pre-tax realized and unrealized gains (losses) recorded in: | ||||||||||||||||||||
| Net income (loss) | 15 | (6) | 3 | (2) | (62) | (4) | ||||||||||||||
| Other comprehensive income (loss) | — | (1) | (8) | |||||||||||||||||
| Settlements | (1) | 9 | 4 | |||||||||||||||||
| Fair value as of March 31, 2023 | $ | (148) | $ | (704) | $ | (4,220) | ||||||||||||||
Change in unrealized gains (losses) related to financial instruments held as of March 31, 2023 included in: | ||||||||||||||||||||
| Earnings | $ | 14 | (6) | $ | (2) | (2) | $ | (65) | (4) | |||||||||||
| OCI | $ | (1) | $ | (8) | ||||||||||||||||
58
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Roll Forward of Level 3 Assets (Liabilities) at Fair Value on a Recurring Basis
First Quarter 2022
| Fixed-Maturity Securities, Available-for-Sale | Assets of CIVs | |||||||||||||||||||||||||||||||||||||||||||
| Obligations of State and Political Subdivisions | RMBS | Asset- Backed Securities | FG VIEs’ Assets | Equity Securities | Corporate Securities | Other (7) | ||||||||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||||||||
Fair value as of December 31, 2021 | $ | 72 | $ | 216 | $ | 863 | $ | 260 | $ | 239 | $ | 91 | $ | 27 | ||||||||||||||||||||||||||||||
| Total pre-tax realized and unrealized gains (losses) recorded in: | ||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | 4 | (1) | 3 | (1) | (3) | (2) | 10 | (4) | (1) | (4) | 1 | (3) | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | (5) | (8) | (7) | (1) | — | — | — | |||||||||||||||||||||||||||||||||||||
| Purchases | 4 | — | 25 | — | — | 1 | — | |||||||||||||||||||||||||||||||||||||
| Sales | — | — | (3) | — | (6) | (8) | — | |||||||||||||||||||||||||||||||||||||
| Settlements | (1) | (12) | (39) | (18) | — | — | — | |||||||||||||||||||||||||||||||||||||
| Consolidations | — | — | — | 29 | — | — | — | |||||||||||||||||||||||||||||||||||||
| Fair value as of March 31, 2022 | $ | 70 | $ | 200 | $ | 842 | $ | 267 | $ | 243 | $ | 83 | $ | 28 | ||||||||||||||||||||||||||||||
Change in unrealized gains (losses) related to financial instruments held as of March 31, 2022 included in: | ||||||||||||||||||||||||||||||||||||||||||||
| Earnings | $ | (3) | (2) | $ | 8 | $ | (2) | (4) | $ | 1 | (3) | |||||||||||||||||||||||||||||||||
| OCI | $ | (5) | $ | (7) | $ | (7) | $ | (1) | $ | — | ||||||||||||||||||||||||||||||||||
Roll Forward of Level 3 Assets (Liabilities) at Fair Value on a Recurring Basis
First Quarter 2022
| Credit Derivative Liability, net (5) | FG VIEs’ Liabilities (8) | Liabilities of CIVs | ||||||||||||||||||
| (in millions) | ||||||||||||||||||||
Fair value as of December 31, 2021 | $ | (154) | $ | (289) | $ | (3,705) | ||||||||||||||
| Total pre-tax realized and unrealized gains (losses) recorded in: | ||||||||||||||||||||
| Net income (loss) | (3) | (6) | 15 | (2) | 64 | (4) | ||||||||||||||
| Other comprehensive income (loss) | — | — | — | |||||||||||||||||
| Issuances | — | — | (381) | |||||||||||||||||
| Settlements | 1 | 41 | 372 | |||||||||||||||||
| Consolidations | — | (102) | — | |||||||||||||||||
Fair value as of March 31, 2022 | $ | (156) | $ | (335) | $ | (3,650) | ||||||||||||||
Change in unrealized gains (losses) related to financial instruments held as of March 31, 2022 included in: | ||||||||||||||||||||
| Earnings | $ | (3) | (6) | $ | 38 | (2) | $ | 41 | (4) | |||||||||||
| OCI | $ | — | ||||||||||||||||||
____________________
(1)Included in “net realized investment gains (losses)” and “net investment income”.
(2)Included in “fair value gains (losses) on FG VIEs”.
(3)Reported in “fair value gains (losses) on CCS”, “net investment income” and “other income (loss)”.
(4)Reported in “fair value gains (losses) on CIVs”.
(5)Represents the net position of credit derivatives. Credit derivative assets (reported in “other assets”) and credit derivative liabilities (presented as a separate line item) are shown as either assets or liabilities in the condensed consolidated balance sheets based on net exposure by transaction.
(6)Reported in “fair value gains (losses) on credit derivatives”.
(7)Includes CCS and other invested assets.
(8)Includes FG VIEs’ liabilities with recourse and FG VIEs’ liabilities without recourse.
59
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Level 3 Fair Value Disclosures
Quantitative Information About Level 3 Fair Value Inputs
As of March 31, 2023
| Financial Instrument Description | Fair Value Assets (Liabilities) (in millions) | Significant Unobservable Inputs | Range | Weighted Average (4) | ||||||||||||||||||||||||||||
| Investments (2): | ||||||||||||||||||||||||||||||||
| Fixed-maturity securities, available-for-sale (1): | ||||||||||||||||||||||||||||||||
| Obligations of state and political subdivisions | $ | 47 | Yield | 7.2 | % | - | 12.8% | 9.1% | ||||||||||||||||||||||||
| RMBS | 174 | CPR | 2.2 | % | - | 15.3% | 5.6% | |||||||||||||||||||||||||
| CDR | 1.5 | % | - | 16.0% | 6.1% | |||||||||||||||||||||||||||
| Loss severity | 50.0 | % | - | 125.0% | 82.5% | |||||||||||||||||||||||||||
| Yield | 7.1 | % | - | 11.0% | 8.6% | |||||||||||||||||||||||||||
| Asset-backed securities: | ||||||||||||||||||||||||||||||||
| Life insurance transactions | 340 | Yield | 11.4% | |||||||||||||||||||||||||||||
| CLOs | 433 | Discount Margin | 1.8 | % | - | 4.0% | 2.9% | |||||||||||||||||||||||||
| Others | 22 | Yield | 6.7 | % | - | 12.9% | 12.8% | |||||||||||||||||||||||||
| FG VIEs’ assets (1) | 197 | CPR | 2.3 | % | - | 24.8% | 10.2% | |||||||||||||||||||||||||
| CDR | 1.3 | % | - | 41.0% | 9.1% | |||||||||||||||||||||||||||
| Loss severity | 45.0 | % | - | 100.0% | 82.4% | |||||||||||||||||||||||||||
| Yield | 7.4 | % | - | 10.4% | 9.1% | |||||||||||||||||||||||||||
| Assets of CIVs (3): | ||||||||||||||||||||||||||||||||
| Equity securities and warrants | 329 | Yield | 8.7% | |||||||||||||||||||||||||||||
| Discount rate | 20.4 | % | - | 27.2% | 22.9% | |||||||||||||||||||||||||||
| Market multiple-enterprise value/revenue | 1.05x | - | 1.10x | 1.08x | ||||||||||||||||||||||||||||
| Market multiple-enterprise value/EBITDA (6) | 2.50x | - | 11.50x | 10.67x | ||||||||||||||||||||||||||||
| Market multiple-price to book | 1.10x | |||||||||||||||||||||||||||||||
| Market multiple-price to earnings | 5.25x | |||||||||||||||||||||||||||||||
| Terminal growth rate | 3.0 | % | - | 4.0% | 3.5% | |||||||||||||||||||||||||||
| Exit multiple-EBITDA | 8.00x | - | 12.00x | 10.14x | ||||||||||||||||||||||||||||
| Exit multiple-price to book | 1.30x | |||||||||||||||||||||||||||||||
| Exit multiple-price to earnings | 5.50x | |||||||||||||||||||||||||||||||
| Cost | 1.00x | |||||||||||||||||||||||||||||||
| Sale scenario - discount rate | 4.4 | % | - | 5.5% | 4.9% | |||||||||||||||||||||||||||
| Haircut to Holdback | 30.0 | % | - | 95.0% | 62.5% | |||||||||||||||||||||||||||
| Corporate securities | 93 | Discount rate | 20.6 | % | - | 21.1% | 20.7% | |||||||||||||||||||||||||
| Yield | 16.3% | |||||||||||||||||||||||||||||||
| Exit multiple-EBITDA | 8.00x | |||||||||||||||||||||||||||||||
| Cost | 1.00x | |||||||||||||||||||||||||||||||
| Market multiple-enterprise value/EBITDA | 2.50x | - | 2.75x | 2.63x | ||||||||||||||||||||||||||||
| Sale scenario - discount rate | 4.4 | % | - | 5.5% | 4.9% | |||||||||||||||||||||||||||
| Haircut to Holdback | 30.0 | % | - | 95.0% | 62.5% | |||||||||||||||||||||||||||
| Structured products | 17 | Yield | 15.7 | % | - | 26.9% | 20.8% | |||||||||||||||||||||||||
| Other assets (1) | 31 | Implied Yield | 7.8 | % | - | 8.3% | 8.0% | |||||||||||||||||||||||||
| Term (years) | 10 years | |||||||||||||||||||||||||||||||
60
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
| Financial Instrument Description | Fair Value Assets (Liabilities) (in millions) | Significant Unobservable Inputs | Range | Weighted Average (4) | ||||||||||||||||||||||||||||
| Credit derivative liabilities, net (1) | $ | (148) | Hedge cost (in bps) | 15.0 | - | 33.0 | 20.6 | |||||||||||||||||||||||||
| Bank profit (in bps) | 49.6 | - | 306.8 | 109.5 | ||||||||||||||||||||||||||||
| Internal credit rating | AAA | - | CCC | AA | ||||||||||||||||||||||||||||
| FG VIEs’ liabilities (1) | (704) | CPR | 2.3 | % | - | 24.8% | 10.2% | |||||||||||||||||||||||||
| CDR | 1.3 | % | - | 41.0% | 9.1% | |||||||||||||||||||||||||||
| Loss severity | 45.0 | % | - | 100.0% | 82.4% | |||||||||||||||||||||||||||
| Yield | 4.5 | % | - | 10.4% | 5.7% | |||||||||||||||||||||||||||
| Liabilities of CIVs (1): | ||||||||||||||||||||||||||||||||
| CLO obligations of CFEs (5) | (4,155) | Yield | 3.9 | % | - | 21.5% | 6.5% | |||||||||||||||||||||||||
| Warehouse financing debt | (37) | Yield | 0.0 | % | - | 9.5% | 6.9% | |||||||||||||||||||||||||
| Securitized borrowing | (28) | Discount rate | 23.7% | |||||||||||||||||||||||||||||
| Terminal growth rate | 3.0% | |||||||||||||||||||||||||||||||
| Exit multiple-EBITDA | 11.00x | |||||||||||||||||||||||||||||||
| Market multiple-enterprise value/EBITDA | 10.50x | - | 11.50x | 11.00x | ||||||||||||||||||||||||||||
___________________
(1) Discounted cash flow is used as the primary valuation technique.
(2) Excludes several investments reported in “other invested assets” with a fair value of $5 million.
(3) The primary valuation technique uses the income and/or market approach; the key inputs to the valuation are yield/discount rates and market multiples.
(4) Weighted average is calculated as a percentage of current par outstanding for all categories except for assets of CIVs, for which it is calculated as a percentage of fair value.
(5) See CFE fair value methodology described above for consolidated CLOs.
(6) Earnings before interest, taxes, depreciation, and amortization (EBITDA).
61
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Quantitative Information About Level 3 Fair Value Inputs
As of December 31, 2022
| Financial Instrument Description | Fair Value Assets (Liabilities) (in millions) | Significant Unobservable Inputs | Range | Weighted Average (4) | ||||||||||||||||||||||||||||
| Investments (2): | ||||||||||||||||||||||||||||||||
| Fixed-maturity securities, available-for-sale (1): | ||||||||||||||||||||||||||||||||
| Obligations of state and political subdivisions | $ | 47 | Yield | 7.4 | % | - | 13.5% | 9.4% | ||||||||||||||||||||||||
| RMBS | 179 | CPR | 3.8 | % | - | 16.1% | 8.2% | |||||||||||||||||||||||||
| CDR | 1.5 | % | - | 12.0% | 5.9% | |||||||||||||||||||||||||||
| Loss severity | 50.0 | % | - | 125.0% | 82.5% | |||||||||||||||||||||||||||
| Yield | 7.5 | % | - | 11.3% | 9.0% | |||||||||||||||||||||||||||
| Asset-backed securities: | ||||||||||||||||||||||||||||||||
| Life insurance transactions | 342 | Yield | 11.3% | |||||||||||||||||||||||||||||
| CLOs | 428 | Discount Margin | 1.8 | % | - | 4.1% | 3.0% | |||||||||||||||||||||||||
| Others | 24 | Yield | 7.4 | % | - | 12.9% | 12.8% | |||||||||||||||||||||||||
| FG VIEs’ assets (1) | 204 | CPR | 0.9 | % | - | 21.9% | 12.9% | |||||||||||||||||||||||||
| CDR | 1.3 | % | - | 41.0% | 7.6% | |||||||||||||||||||||||||||
| Loss severity | 45.0 | % | - | 100.0% | 81.0% | |||||||||||||||||||||||||||
| Yield | 6.6 | % | - | 10.9% | 7.5% | |||||||||||||||||||||||||||
| Assets of CIVs (3): | ||||||||||||||||||||||||||||||||
| Equity securities and warrants | 297 | Yield | 10.0% | |||||||||||||||||||||||||||||
| Discount rate | 19.8% | - | 25.1% | 22.7% | ||||||||||||||||||||||||||||
| Market multiple-enterprise value/revenue | 1.05x | - | 1.10x | 1.08x | ||||||||||||||||||||||||||||
| Market multiple-enterprise value/EBITDA | 2.50x | - | 11.00x | 10.25x | ||||||||||||||||||||||||||||
| Market multiple-price to book | 1.15x | |||||||||||||||||||||||||||||||
| Market multiple-price to earnings | 4.50x | |||||||||||||||||||||||||||||||
| Terminal growth rate | 3.0% | - | 4.0% | 3.5% | ||||||||||||||||||||||||||||
| Exit multiple-EBITDA | 8.00x | - | 12.00x | 10.53x | ||||||||||||||||||||||||||||
| Exit multiple-price to book | 1.30x | |||||||||||||||||||||||||||||||
| Exit multiple-price to earnings | 5.50x | |||||||||||||||||||||||||||||||
| Cost | 1.00x | |||||||||||||||||||||||||||||||
| Corporate securities | 96 | Discount rate | 20.8 | % | - | 23.8% | 21.7% | |||||||||||||||||||||||||
| Yield | 16.3% | |||||||||||||||||||||||||||||||
| Exit multiple-EBITDA | 8.00x | |||||||||||||||||||||||||||||||
| Cost | 1.00x | |||||||||||||||||||||||||||||||
| Market multiple-enterprise value/EBITDA | 2.50x | - | 2.75x | 2.63x | ||||||||||||||||||||||||||||
| Structured products | 46 | Yield | 12.8 | % | - | 37.1% | 18.9% | |||||||||||||||||||||||||
Other assets (1) | 47 | Implied Yield | 7.7 | % | - | 8.4% | 8.1% | |||||||||||||||||||||||||
| Term (years) | 10 years | |||||||||||||||||||||||||||||||
62
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
| Financial Instrument Description | Fair Value Assets (Liabilities) (in millions) | Significant Unobservable Inputs | Range | Weighted Average (4) | ||||||||||||||||||||||||||||
| Credit derivative liabilities, net (1) | (162) | Year 1 loss estimates | 11.5 | % | - | 25.2% | 15.7% | |||||||||||||||||||||||||
| Bank profit (in bps) | 51.0 | - | 270.5 | 109.4 | ||||||||||||||||||||||||||||
| Internal credit rating | AAA | - | CCC | AA | ||||||||||||||||||||||||||||
| FG VIEs’ liabilities (1) | (715) | CPR | 0.9 | % | - | 21.9% | 6.3% | |||||||||||||||||||||||||
| CDR | 1.3 | % | - | 41.0% | 3.7% | |||||||||||||||||||||||||||
| Loss severity | 45.0 | % | - | 100.0% | 39.9% | |||||||||||||||||||||||||||
| Yield | 4.8 | % | - | 10.9% | 5.9% | |||||||||||||||||||||||||||
| Liabilities of CIVs (1): | ||||||||||||||||||||||||||||||||
| CLO obligations of CFEs (5) | (4,090) | Yield | 3.0 | % | - | 27.4% | 5.5% | |||||||||||||||||||||||||
| Warehouse financing debt | (36) | Yield | 11.7 | % | - | 16.9% | 12.9% | |||||||||||||||||||||||||
| Securitized borrowing | (28) | Discount rate | 20.9% | |||||||||||||||||||||||||||||
| Terminal growth rate | 3.0% | |||||||||||||||||||||||||||||||
| Exit multiple-EBITDA | 11.00x | |||||||||||||||||||||||||||||||
| Market multiple-enterprise value/EBITDA | 10.00x | - | 11.00x | 10.50x | ||||||||||||||||||||||||||||
____________________
(1) Discounted cash flow is used as the primary valuation technique.
(2) Excludes several investments reported in “other invested assets” with a fair value of $5 million.
(3) The primary valuation technique uses the income and/or market approach, the key inputs to the valuation are yield/discount rates and market multiples.
(4) Weighted average is calculated as a percentage of current par outstanding for all categories except for assets of CIVs, for which it is calculated as a percentage of fair value.
(5) See CFE fair value methodology described above for consolidated CLOs.
Not Carried at Fair Value
Financial Guaranty Insurance Contracts
Fair value is based on management’s estimate of what a similarly rated financial guaranty insurance company would demand to acquire the Company’s in-force book of financial guaranty insurance business. It is based on a variety of factors that may include pricing assumptions management has observed for portfolio transfers, commutations, and acquisitions that have occurred in the financial guaranty market, and also includes adjustments for stressed losses, ceding commissions and return on capital. The Company classified the fair value of financial guaranty insurance contracts as Level 3.
Long-Term Debt
Long-term debt issued by the U.S. Holding Companies is valued by broker-dealers using third-party independent pricing sources and standard market conventions and classified as Level 2 in the fair value hierarchy. The market conventions utilize market quotations, market transactions for the Company’s comparable instruments, and to a lesser extent, similar instruments in the broader insurance industry.
Assets and Liabilities of CIVs
Cash equivalents are recorded at cost which approximates fair value. Due from/to brokers and counterparties primarily consists of cash, margin deposits, cash collateral with the clearing brokers and various counterparties and the net amounts receivable/payable for securities transactions that had not settled at the balance sheet date. Due from/to brokers and counterparties represents balances on a net-by counterparty basis on the condensed consolidated balance sheets where a contractual right of offset exists under an enforceable netting arrangement. The cash at brokers is partially related to collateral for securities sold short and derivative contracts; its use is therefore restricted until the securities are purchased or the derivative contracts are closed. The carrying value approximates fair value of these items and are considered Level 1 in the fair value hierarchy.
63
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Other Liabilities
As of March 31, 2023 and December 31, 2022, $36 million and $35 million, respectively, of AssuredIM’s obligation under a master repurchase agreement to finance AssuredIM’s purchase of 5% of the senior and equity notes issued by certain consolidated European CLOs, which was required to comply with its European risk retention obligations, were included in “liabilities held for sale” and “other liabilities”, respectively. The maturity dates are in 2034 and 2035. AssuredIM’s obligation under the master repurchase agreement is not guaranteed by any Assured Guaranty insurance or holding companies.
The carrying amount and estimated fair value of the Company’s financial instruments not carried at fair value are presented in the following table.
Fair Value of Financial Instruments Not Carried at Fair Value
| As of March 31, 2023 | As of December 31, 2022 | ||||||||||||||||||||||
| Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Assets (liabilities): | |||||||||||||||||||||||
| Assets of CIVs (1) | $ | 64 | $ | 64 | $ | 46 | $ | 46 | |||||||||||||||
| Assets held for sale | 10 | 10 | — | — | |||||||||||||||||||
| Other assets (including other invested assets) (2) | 101 | 102 | 92 | 93 | |||||||||||||||||||
| Financial guaranty insurance contracts (3) | (2,296) | (1,083) | (2,335) | (986) | |||||||||||||||||||
| Long-term debt | (1,676) | (1,497) | (1,675) | (1,477) | |||||||||||||||||||
| Liabilities of CIVs (4) | (102) | (102) | (170) | (170) | |||||||||||||||||||
| Liabilities held for sale | (36) | (36) | — | — | |||||||||||||||||||
| Other liabilities (5) | (33) | (33) | (43) | (43) | |||||||||||||||||||
____________________
(1) Includes due from brokers and counterparties and cash equivalents. Carrying value approximates fair value.
(2) Primarily includes accrued interest, management fees receivables for December 31, 2022, a participation loan, and receivables for securities sold, for which carrying value approximates fair value.
(3) Carrying amount includes the assets and liabilities related to financial guaranty insurance contract premiums, losses, and salvage and subrogation and other recoverables net of reinsurance.
(4) Includes due to brokers and counterparties and fund’s loan payable. Carrying value approximates fair value.
(5) Primarily includes accrued interest, repurchase agreement liability as of December 31, 2022, and payables for securities purchased for which carrying value approximates fair value.
10. Asset Management Fees
The following table presents the sources of asset management fees on a consolidated basis.
Asset Management Fees
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Management fees: | |||||||||||
| CLOs (1) | $ | 8 | $ | 9 | |||||||
| Opportunity funds and liquid strategies | 3 | 4 | |||||||||
| Wind-down funds | — | 1 | |||||||||
| Total management fees | 11 | 14 | |||||||||
| Performance fees | 12 | 14 | |||||||||
| Reimbursable fund expenses | 3 | 6 | |||||||||
| Total asset management fees | $ | 26 | $ | 34 | |||||||
_____________________
(1) To the extent that the Company’s wind-down and/or opportunity funds are invested in AssuredIM managed CLOs, AssuredIM may rebate any management fees and/or performance fees earned from the CLOs.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company had management and performance fees receivable of $10 million as of both March 31, 2023 and December 31, 2022. These balances are in “assets held for sale” and “other assets” on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively. Performance fees were attributable to the healthcare and asset-based funds.
11. Income Taxes
Overview
AGL and its Bermuda subsidiaries AG Re, AGRO and Cedar Personnel Ltd. (collectively, the Bermuda Subsidiaries) are not subject to any income, withholding or capital gains taxes under current Bermuda law. The Company has received an assurance from the Minister of Finance in Bermuda that, in the event of any taxes being imposed, AGL and its Bermuda Subsidiaries will be exempt from taxation in Bermuda until March 31, 2035. AGL’s U.S., U.K. and French subsidiaries are subject to income taxes imposed by U.S., U.K. and French authorities, respectively, and file applicable tax returns. In addition, AGRO, a Bermuda domiciled company, has elected under Section 953(d) of the U.S. Internal Revenue Code to be taxed as a U.S. domestic corporation.
AGL is a tax resident in the U.K. although it remains a Bermuda-based company and its administrative and head office functions continue to be carried on in Bermuda.
AGUS files a consolidated federal income tax return with all of its U.S. subsidiaries. Assured Guaranty Overseas US Holdings Inc. and its subsidiaries, AGRO and AG Intermediary Inc., file their own consolidated federal income tax return.
Tax Assets (Liabilities)
Deferred and Current Tax Assets (Liabilities)
| As of | |||||||||||
| March 31, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
| Net deferred tax assets (liabilities) | $ | 89 | $ | 114 | |||||||
| Net current tax assets (liabilities) | 49 | 63 | |||||||||
Valuation Allowance
As of March 31, 2023 and December 31, 2022, the Company had $5 million in foreign tax credits (FTCs) due to the 2017 Tax Cuts and Jobs Act for use against regular tax in future years. FTCs will expire in 2027. In analyzing the future realizability of FTCs, the Company notes limitations on future foreign source income due to overall foreign losses as negative evidence. After reviewing positive and negative evidence, the Company came to the conclusion that it is more likely than not that the remaining FTCs of $5 million will not be utilized, and therefore maintained the valuation allowance from December 31, 2022 with respect to this tax attribute.
The Company came to the conclusion that it is more likely than not that the remaining deferred tax assets will be fully realized after weighing all positive and negative evidence available as required under GAAP. The positive evidence that was considered included the cumulative income the Company has earned over the last three years, and the significant unearned premium income to be included in taxable income. The positive evidence outweighs any negative evidence that exists. As such, the Company believes that no valuation allowance is necessary in connection with the remaining deferred tax assets. The Company will continue to analyze the need for a valuation allowance on a quarterly basis.
Changes in market conditions during 2023 and 2022, including rising interest rates, resulted in the recording of deferred tax assets related to net unrealized tax capital losses. When assessing recoverability of these deferred tax assets, the Company considers the ability and intent to hold the underlying securities to recovery in value, if necessary, as well as other factors as noted above. As of March 31, 2023 and December 31, 2022, based on all available evidence, including capital loss carryback capacity, the Company concluded that the deferred tax assets related to the unrealized tax capital losses on the available-for-sale securities portfolios are, more likely than not, expected to be realized.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Provision for Income Taxes
The Company’s provision for income taxes for interim financial periods is not based on an estimated annual effective rate due, for example, to the variability in loss reserves, fair value of its credit derivatives and VIEs, and foreign exchange gains and losses which prevents the Company from projecting a reliable estimated annual effective tax rate and pre-tax income for the full year 2023. A discrete calculation of the provision is calculated for each interim period.
The effective tax rates reflect the proportion of income recognized by each of the Company’s operating subsidiaries, with U.S. subsidiaries taxed at the U.S. marginal corporate income tax rate of 21% and the French subsidiary taxed at the French marginal corporate tax rate of 25%, and no taxes for the Company’s Bermuda Subsidiaries unless subject to U.S. tax by election. For the periods between April 1, 2017 and March 31, 2023, the U.K. corporation tax rate was 19%. For periods subsequent to April 1, 2023, the U.K. corporation tax rate has been increased to 25%. For the full year 2023, the U.K. subsidiaries will be taxed at the U.K. blended marginal corporate tax rate of 23.5%. The Company’s overall effective tax rate fluctuates based on the distribution of income across jurisdictions.
A reconciliation of the difference between the provision for income taxes and the expected tax provision at statutory rates in taxable jurisdictions is presented below.
Effective Tax Rate Reconciliation
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Expected tax provision (benefit) | $ | 20 | $ | 14 | |||||||
| Tax-exempt interest | (3) | (3) | |||||||||
| NCI | (3) | (2) | |||||||||
| State taxes | 3 | 4 | |||||||||
| Foreign taxes | 5 | 1 | |||||||||
| Stock based compensation | 1 | 2 | |||||||||
| Other | — | 2 | |||||||||
| Total provision (benefit) for income taxes | $ | 23 | $ | 18 | |||||||
| Effective tax rate | 19.1 | % | 20.0 | % | |||||||
The expected tax provision (benefit) is calculated as the sum of pre-tax income in each jurisdiction multiplied by the statutory tax rate of the jurisdiction by which it will be taxed. Where there is a pre-tax loss in one jurisdiction and pre-tax income in another, the total combined expected tax rate may be higher or lower than any of the individual statutory rates.
The following tables present pre-tax income and revenue by jurisdiction.
Pre-tax Income (Loss) by Tax Jurisdiction
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| U.S. | $ | 108 | $ | 84 | |||||||
| Bermuda | 25 | 27 | |||||||||
| U.K. | (11) | (14) | |||||||||
| Other | (2) | (4) | |||||||||
| Total | $ | 120 | $ | 93 | |||||||
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Revenue by Tax Jurisdiction
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| U.S. | $ | 235 | $ | 269 | |||||||
| Bermuda | 35 | 33 | |||||||||
| U.K. | 13 | — | |||||||||
| Other | — | (2) | |||||||||
| Total | $ | 283 | $ | 300 | |||||||
Pre-tax income by jurisdiction may be disproportionate to revenue by jurisdiction to the extent that insurance losses incurred are disproportionate.
Audits
As of March 31, 2023, AGUS had open tax years with the U.S. Internal Revenue Service (IRS) for 2018 forward and is currently under audit for the 2018 and 2019 tax years. As of March 31, 2023, Assured Guaranty Overseas US Holdings Inc. had open tax years with the IRS for 2019 forward and is not currently under audit with the IRS. In September 2022, His Majesty’s Revenue & Customs completed a business risk review of Assured Guaranty that commenced in July 2022 and assigned a low-risk rating for corporate taxes in the U.K. The Company’s French subsidiary is not currently under examination and has open tax years of 2019 forward.
12. Commitments and Contingencies
Legal Proceedings
Lawsuits arise in the ordinary course of the Company’s business. It is the opinion of the Company’s management, based upon the information available, that the expected outcome of litigation against the Company, individually or in the aggregate, will not have a material adverse effect on the Company’s financial position, although an adverse resolution of litigation against the Company in a fiscal quarter or year could have a material adverse effect on the Company’s results of operations or liquidity in a particular quarter or year.
In addition, in the ordinary course of their respective businesses, certain of AGL’s insurance subsidiaries are involved in litigation with third parties to recover insurance losses paid in prior periods or prevent or reduce losses in the future. For example, the Company is involved in a number of legal actions in the Federal District Court of Puerto Rico to enforce or defend its rights with respect to the obligations it insures of Puerto Rico and various of its related authorities and public corporations. See “Exposure to Puerto Rico” section of Note 3, Outstanding Exposure, for a description of such actions. Also in the ordinary course of their respective business, certain of AGL’s investment management subsidiaries are involved in litigation with third parties regarding fees, appraisals, or portfolio companies. The impact, if any, of these and other proceedings on the amount of recoveries the Company receives and losses it pays in the future is uncertain, and the impact of any one or more of these proceedings during any quarter or year could be material to the Company’s results of operations in that particular quarter or year. In first quarter 2023, the Company reduced its previously recorded accrual of $20 million to zero in connection with developments in litigation.
The Company also receives subpoenas and interrogatories from regulators from time to time.
Litigation
On November 28, 2011, Lehman Brothers International (Europe) (in administration) (LBIE) sued AG Financial Products Inc. (AGFP), an affiliate of AGC which in the past had provided credit protection to counterparties under CDS. AGC acts as the credit support provider of AGFP under these CDS. LBIE’s complaint, which was filed in the Supreme Court of the State of New York (the Court), asserted a claim for breach of the implied covenant of good faith and fair dealing based on AGFP's termination in December 2008 of nine credit derivative transactions between LBIE and AGFP and asserted claims for breach of contract and breach of the implied covenant of good faith and fair dealing based on AGFP’s termination in July 2008 of 28 other credit derivative transactions between LBIE and AGFP and AGFP’s calculation of the termination payment in connection with those 28 other credit derivative transactions. Following defaults by LBIE, AGFP properly terminated the
67
Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
transactions in question in compliance with the agreement between AGFP and LBIE, and calculated the termination payment properly. AGFP has calculated that LBIE owes AGFP approximately $4 million for the claims which were dismissed (as described below) and approximately $21 million in connection with the termination of the other credit derivative transactions, whereas LBIE asserted in the complaint that AGFP owes LBIE a termination payment of approximately $1.4 billion. AGFP filed a motion to dismiss the claims for breach of the implied covenant of good faith in LBIE’s complaint, and on March 15, 2013, the Court granted AGFP’s motion to dismiss in respect of the count relating to the nine credit derivative transactions and narrowed LBIE’s claim with respect to the 28 other credit derivative transactions. LBIE’s administrators disclosed in an April 10, 2015 report to LBIE’s unsecured creditors that LBIE’s valuation expert has calculated LBIE’s claim for damages in aggregate for the 28 transactions to range between a minimum of approximately $200 million and a maximum of approximately $500 million, depending on what adjustment, if any, is made for AGFP's credit risk. In addition, LBIE sought prejudgment interest from the time of termination onwards. A bench trial before Supreme Court Justice Melissa A. Crane was held from October 18 through November 19, 2021. On March 8, 2023, Justice Crane rendered her decision and found in favor of AGFP. On April 12, 2023, AGFP requested entry of judgment in its favor. The Court heard argument on that request on May 9, 2023, and the request is under consideration. The Company continues to evaluate developments related to this case including any issues associated with a potential appeal by the plaintiff.
13. Shareholders’ Equity
Other Comprehensive Income
The following tables present the changes in each component of accumulated other comprehensive income (AOCI) and the effect of reclassifications out of AOCI into the respective lines in the condensed consolidated statements of operations.
Changes in Accumulated Other Comprehensive Income (Loss) by Component
First Quarter 2023
| Net Unrealized Gains (Losses) on Investments with: | ISCR on FG VIEs’ Liabilities with Recourse | Cumulative Translation Adjustment | Cash Flow Hedge | Total AOCI | |||||||||||||||||||||||||||||||
| No Credit Impairment | Credit Impairment | ||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | (343) | $ | (110) | $ | (23) | $ | (45) | $ | 6 | $ | (515) | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | 91 | 1 | (2) | 2 | — | 92 | |||||||||||||||||||||||||||||
| Less: Amounts reclassified from AOCI to: | |||||||||||||||||||||||||||||||||||
Net realized investment gains (losses) | 3 | (5) | — | — | — | (2) | |||||||||||||||||||||||||||||
Fair value gains (losses) on FG VIEs | — | — | (1) | — | — | (1) | |||||||||||||||||||||||||||||
Total before tax | 3 | (5) | (1) | — | — | (3) | |||||||||||||||||||||||||||||
Tax (provision) benefit | (1) | 1 | — | — | — | — | |||||||||||||||||||||||||||||
| Total amount reclassified from AOCI, net of tax | 2 | (4) | (1) | — | — | (3) | |||||||||||||||||||||||||||||
| Other comprehensive income (loss) | 89 | 5 | (1) | 2 | — | 95 | |||||||||||||||||||||||||||||
| Balance, March 31, 2023 | $ | (254) | $ | (105) | $ | (24) | $ | (43) | $ | 6 | $ | (420) | |||||||||||||||||||||||
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Changes in Accumulated Other Comprehensive Income (Loss) by Component
First Quarter 2022
| Net Unrealized Gains (Losses) on Investments with: | ISCR on FG VIEs’ Liabilities with Recourse | Cumulative Translation Adjustment | Cash Flow Hedge | Total AOCI | |||||||||||||||||||||||||||||||
| No Credit Impairment | Credit Impairment | ||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | 375 | $ | (24) | $ | (21) | $ | (36) | $ | 6 | $ | 300 | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | (339) | (43) | (1) | (1) | — | (384) | |||||||||||||||||||||||||||||
| Less: Amounts reclassified from AOCI to: | |||||||||||||||||||||||||||||||||||
Net realized investment gains (losses) | (1) | (5) | — | — | — | (6) | |||||||||||||||||||||||||||||
Fair value gains (losses) on FG VIEs | — | — | (1) | — | — | (1) | |||||||||||||||||||||||||||||
Total before tax | (1) | (5) | (1) | — | — | (7) | |||||||||||||||||||||||||||||
Tax (provision) benefit | — | 1 | — | — | — | 1 | |||||||||||||||||||||||||||||
| Total amount reclassified from AOCI, net of tax | (1) | (4) | (1) | — | — | (6) | |||||||||||||||||||||||||||||
| Other comprehensive income (loss) | (338) | (39) | — | (1) | — | (378) | |||||||||||||||||||||||||||||
| Balance, March 31, 2022 | $ | 37 | $ | (63) | $ | (21) | $ | (37) | $ | 6 | $ | (78) | |||||||||||||||||||||||
Share Repurchases
As of May 9, 2023, the Company was authorized to purchase $201 million of its common shares. The Company expects to repurchase shares from time to time in the open market or in privately negotiated transactions. The timing, form and amount of the share repurchases under the program are at the discretion of management and will depend on a variety of factors, including funds available at the parent company, other potential uses for such funds, market conditions, the Company’s capital position, legal requirements and other factors. The repurchase program may be modified, extended or terminated by the Board of Directors at any time. It does not have an expiration date.
Share Repurchases
| Period | Number of Shares Repurchased | Total Payments (in millions) | Average Price Paid Per Share | |||||||||||||||||
| 2022 (January 1 - March 31) | 2,738,223 | $ | 155 | $ | 56.62 | |||||||||||||||
| 2022 (April 1 - June 30) | 2,605,947 | 151 | 58.03 | |||||||||||||||||
| 2022 (July 1- September 30) | 1,790,395 | 97 | 53.77 | |||||||||||||||||
| 2022 (October 1- December 31) | 1,713,416 | 100 | 58.34 | |||||||||||||||||
| Total 2022 | 8,847,981 | $ | 503 | 56.79 | ||||||||||||||||
| 2023 (January 1 - May 9) | 36,369 | 2 | 62.23 | |||||||||||||||||
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
14. Earnings Per Share
Computation of Earnings Per Share
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions, except per share amounts) | |||||||||||
| Basic Earnings Per Share (EPS): | |||||||||||
| Net income (loss) attributable to AGL | $ | 81 | $ | 66 | |||||||
| Less: Distributed and undistributed income (loss) available to nonvested shareholders | — | — | |||||||||
| Distributed and undistributed income (loss) available to common shareholders of AGL and subsidiaries, basic | $ | 81 | $ | 66 | |||||||
| Basic shares | 59.1 | 66.3 | |||||||||
| Basic EPS | $ | 1.37 | $ | 1.00 | |||||||
| Diluted EPS: | |||||||||||
| Distributed and undistributed income (loss) available to common shareholders of AGL and subsidiaries, basic | $ | 81 | $ | 66 | |||||||
| Plus: Re-allocation of undistributed income (loss) available to nonvested shareholders of AGL and subsidiaries | — | — | |||||||||
| Distributed and undistributed income (loss) available to common shareholders of AGL and subsidiaries, diluted | $ | 81 | $ | 66 | |||||||
| Basic shares | 59.1 | 66.3 | |||||||||
| Dilutive securities: | |||||||||||
| Restricted stock awards | 1.3 | 1.1 | |||||||||
| Diluted shares | 60.4 | 67.4 | |||||||||
| Diluted EPS | $ | 1.34 | $ | 0.98 | |||||||
| Potentially dilutive securities excluded from computation of EPS because of antidilutive effect | 0.1 | 0.2 | |||||||||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
This Form 10-Q contains information that includes or is based upon forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward looking statements give the expectations or forecasts of future events of Assured Guaranty Ltd. (AGL) and its subsidiaries (collectively with AGL, Assured Guaranty or the Company). These statements can be identified by the fact that they do not relate strictly to historical or current facts and relate to future operating or financial performance.
Any or all of Assured Guaranty’s forward looking statements herein are based on current expectations and the current economic environment and may turn out to be incorrect. Assured Guaranty’s actual results may vary materially. Among factors that could cause actual results to differ adversely are:
•significant changes in inflation, interest rates, the world’s credit markets or segments thereof, credit spreads, foreign exchange rates or general economic conditions, including the possibility of a recession;
•geopolitical risk, including United States (U.S.)-China strategic competition and technology decoupling, Russia’s invasion of Ukraine and the resulting economic sanctions, fragmentation of global supply chains, volatility in energy prices, potential for increased cyberattacks, and risk of intentional or accidental escalation between NATO and Russia;
•the possibility of a U.S. government shutdown, payment defaults on the debt of the U.S. government or instruments issued, insured or guaranteed by related institutions, agencies or instrumentalities, and downgrades to their credit ratings;
•the development, course and duration of the COVID-19 pandemic and the governmental and private actions taken in response, and the global consequences of the pandemic and such actions, including their impact on the factors listed in this section;
•developments in the world’s financial and capital markets, including stresses in the financial condition of banking institutions in the U.S., that adversely affect repayment rates related to commercial real estate, municipalities and other insured obligors, Assured Guaranty’s insurance loss or recovery experience, investments of Assured Guaranty or assets it manages;
•reduction in the amount of available insurance opportunities and/or in the demand for Assured Guaranty’s insurance;
•the loss of investors in Assured Guaranty’s asset management strategies or the failure to attract new investors to Assured Guaranty’s asset management business;
•the possibility that budget or pension shortfalls or other factors will result in credit losses or impairments on obligations of state, territorial and local governments and their related authorities and public corporations that Assured Guaranty insures or reinsures;
•insured losses, including losses with respect to related legal proceedings, in excess of those expected by Assured Guaranty or the failure of Assured Guaranty to realize loss recoveries that are assumed in its expected loss estimates for insurance exposures, including as a result of the final resolution of Assured Guaranty’s remaining Puerto Rico exposures or the amounts recovered on securities received in connection with the resolution of Puerto Rico exposures already resolved;
•increased competition, including from new entrants into the financial guaranty industry, nonpayment insurance and other forms of capital saving or risk syndication available to banks and insurers;
•poor performance of Assured Guaranty’s asset management strategies compared to the performance of the asset management strategies of Assured Guaranty’s competitors;
•the possibility that investments made by Assured Guaranty for its investment portfolio, including alternative investments and investments it manages, do not result in the benefits anticipated or subject Assured Guaranty to reduced liquidity at a time it requires liquidity, or to unanticipated consequences;
•the possibility that Assured Guaranty’s planned transactions pursuant to which Assured Guaranty will contribute to Sound Point Capital Management, LP (Sound Point) most of its asset management business, other than that conducted by Assured HealthCare Partners LLC (AssuredIM Contributed Business) and receive an ownership interest in Sound Point, fail to close or are delayed due to the failure to fulfill or waive certain customary closing conditions, which include the receipt of certain consents and regulatory approval, or due to other reasons;
•the impacts of the announcement and the completion of Assured Guaranty’s planned transactions with Sound Point on Assured Guaranty and its relationships with its shareholders, regulators, rating agencies, employees and the obligors it insures and on the AssuredIM Contributed Business and on the business of Assured Healthcare Partners LLC and their relationships with their respective clients and employees;
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•the possibility that strategic transactions made by Assured Guaranty, including the consummation of the planned transactions with Sound Point, do not result in the benefits anticipated or subject Assured Guaranty to negative consequences;
•the inability to control the business, management or policies of entities in which the Company holds a minority interest;
•the impact of market volatility on the mark-to-market of Assured Guaranty’s assets and liabilities subject to mark-to-market, including certain of its investments, most of its financial guaranty contracts written in credit default swap (CDS) form, and certain consolidated variable interest entities (VIEs);
•rating agency action, including a ratings downgrade, a change in outlook, the placement of ratings on watch for downgrade, or a change in rating criteria, at any time, of AGL or any of its insurance subsidiaries, and/or of any securities AGL or any of its subsidiaries have issued, and/or of transactions that AGL’s insurance subsidiaries have insured;
•the inability of Assured Guaranty to access external sources of capital on acceptable terms;
•changes in applicable accounting policies or practices;
•changes in applicable laws or regulations, including insurance, bankruptcy and tax laws, or other governmental actions;
•difficulties with the execution of Assured Guaranty’s business strategy;
•loss of key personnel;
•the effects of mergers, acquisitions and divestitures;
•natural or man-made catastrophes or pandemics;
•the impact of climate change on our business and regulatory actions taken related to such risk;
•other risk factors identified in AGL’s filings with the U.S. Securities and Exchange Commission (SEC);
•other risks and uncertainties that have not been identified at this time; and
•management’s response to these factors.
The foregoing review of important factors should not be construed as exhaustive, and should be read in conjunction with the other cautionary statements that are included in this Form 10-Q, as well as the risk factors included in the Company’s 2022 Annual Report on Form 10-K. The Company undertakes no obligation to update publicly or review any forward looking statement, whether as a result of new information, future developments or otherwise, except as required by law. Investors are advised, however, to consult any further disclosures the Company makes on related subjects in the Company’s reports filed with the SEC.
If one or more of these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may vary materially from what the Company projected. Any forward looking statements in this Form 10-Q reflect the Company’s current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to its operations, results of operations, growth strategy and liquidity.
For these statements, the Company claims the protection of the safe harbor for forward looking statements contained in Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act).
Available Information
The Company maintains an internet web site at www.assuredguaranty.com. The Company makes available, free of charge, on its web site (under www.assuredguaranty.com/sec-filings) the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13 (a) or 15 (d) of the Exchange Act as soon as reasonably practicable after the Company files such material with, or furnishes it to, the SEC. The Company also makes available, free of charge, through its web site (under www.assuredguaranty.com/governance) links to the Company’s Corporate Governance Guidelines, the Company’s Global Code of Ethics, AGL’s Bye-Laws and the charters for the committees of its Board of Directors. In addition, the SEC maintains a web site (at www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
The Company routinely posts important information for investors on its web site (under www.assuredguaranty.com/company-statements and, more generally, under the Investor Information tab at www.assuredguaranty.com/investor-information and Businesses tab at www.assuredguaranty.com/businesses). The Company also maintains a social media account on LinkedIn (www.linkedin.com/company/assured-guaranty/). The Company uses its web site and may use its social media account as a means of disclosing material information and for complying with its disclosure obligations under SEC Regulation FD (Fair Disclosure). Accordingly, investors should monitor the Company Statements, Investor Information and Businesses portions of
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the Company’s web site as well as the Company’s social media account on LinkedIn, in addition to following the Company’s press releases, SEC filings, public conference calls, presentations and webcasts.
The information contained on, or that may be accessed through, the Company’s web site or social media account is not incorporated by reference into, and is not a part of, this report.
Overview
Business
The Company reports its results of operations in two distinct segments, Insurance and Asset Management, consistent with the manner in which the Company’s chief operating decision maker reviews the business to assess performance and allocate resources. The Company’s Corporate division and other activities (including financial guaranty VIEs (FG VIEs) and consolidated investment vehicles (CIVs)) are presented separately.
In the Insurance segment, the Company provides credit protection products to the U.S. and non-U.S. public finance (including infrastructure) and structured finance markets. In the Asset Management segment, the Company provides investment advisory services, which include the management of collateralized loan obligations (CLOs) and opportunity funds, as well as certain legacy hedge and opportunity funds now subject to an orderly wind-down. The Corporate division consists primarily of interest expense on the debt of Assured Guaranty US Holdings Inc. (AGUS) and Assured Guaranty Municipal Holdings Inc. (AGMH) (the U.S. Holding Companies), as well as other operating expenses attributed to holding company activities, including administrative services performed by certain subsidiaries for the holding companies. Other activities include the effect of consolidating FG VIEs and CIVs (FG VIE and CIV consolidation). See Item 1, Financial Statements, Note 2, Segment Information.
Transaction with Sound Point
On April 5, 2023, Assured Guaranty entered into a transaction agreement (Transaction Agreement) pursuant to which it agreed to contribute to Sound Point the AssuredIM Contributed Business. In addition, AGM and AGC (U.S. Insurance Subsidiaries) entered into a letter agreement (Letter Agreement) pursuant to which they agreed that, after the closing of the transactions contemplated by the Transaction Agreement, they would (a) engage Sound Point as their sole alternative credit manager, (b) transition to Sound Point the management of certain existing alternative investments and related commitments, and (c) subject to regulatory approval, over time make new investments in funds, other vehicles and separately managed accounts managed by Sound Point which, when aggregated with the transitioned alternative investments and commitments, will total $1 billion. See Note 7, Investments. Assured Guaranty will receive, subject to certain potential post-closing adjustments, common interests in Sound Point representing a 30% participation percentage in Sound Point, and certain other interests in related Sound Point entities (the transactions contemplated under the Transaction Agreement and the Letter Agreement, the Sound Point Transaction).
AssuredIM anticipates transferring assets under management (AUM) of approximately $15.2 billion, including management of approximately $14.5 billion of collateralized loan obligations (CLOs), as of December 31, 2022, to Sound Point as part of the Sound Point Transaction, subject to the receipt of certain consents and regulatory approval. As a result, Sound Point, which had approximately $21.4 billion in CLO AUM and $32 billion in total AUM as of December 31, 2022, would become the fifth largest CLO manager by AUM in the world based on December 31, 2022 CreditFlux CLO manager rankings.
The Sound Point Transaction is expected to be completed in the third quarter of 2023, subject to certain customary closing conditions, including the receipt of certain consents and regulatory approval.
Economic Environment
Real gross domestic product (GDP) increased 1.1% in the first quarter of 2023, compared to an increase of 2.6% in the fourth quarter of 2022, according to the advance estimate released by the U.S. Bureau of Economic Analysis (BEA). At the end of March 2023, the U.S. unemployment rate, seasonally adjusted, stood at 3.5%, unchanged from where it had started the quarter, and down from the COVID-19 pandemic high of 14.7% in April 2020. The Company believes a more robust economy makes it less likely that obligors whose obligations it guarantees will default.
According to the U.S. Bureau of Labor Statistics (BLS), the inflation rate in the U.S. before seasonal adjustment for the 12-month period ending March 2023, as measured by the Consumer Price Index for All Urban Consumers (CPI-U), was 5.0%, as compared to 6.5% for the 12-month period ending December 2022. The BLS reports that the 5.0% increase for the 12
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months ending March 2023 was the smallest 12-month increase since the period ending May 2021. According to the United Kingdom’s (U.K.) Office for National Statistics, the Consumer Prices Index including owner occupiers’ housing costs (CPIH) was 8.9% for the 12 months to March 2023, down from 9.2% for the 12 months ended December 2022. Consumer price inflation in the U.K. increases reported net par outstanding for certain U.K exposures with approximately $20.7 billion of net par outstanding as of March 31, 2023, and also increases projected future installment premiums on the portion of such exposure that pays at least a portion of the premium on an installment basis over the term of the exposure. Consumer price inflation may also impact the Company indirectly to the extent it makes it more difficult for obligors to make their debt payments or causes interest rates to rise more generally.
With the Federal Open Market Committee (FOMC) acknowledging the need to combat inflation, the FOMC decided at its meeting in March 2022 to start again raising the target range for the federal funds rate and has continued to do so since then. In addition, the FOMC stated that it would reduce its holdings of treasury securities and agency debt and agency mortgage-backed securities. From March 2022 through May 3, 2023, the FOMC raised the target range for the federal funds rate nine times, from 0% to 0.25% where it started 2022 to 5.0% to 5.25% at its May 2-3, 2023 meeting, stating that it seeks to achieve maximum employment and inflation at the rate of 2% over the longer run. In determining the extent to which additional policy firming may be appropriate to return inflation to 2% over time, the FOMC indicated that it will take into account the cumulative tightening of monetary policy, the lags with which monetary policy affects economic activity and inflation, and economic and financial developments.
The level and direction of interest rates and credit spreads impact the Company in numerous ways. On the one hand, higher interest rates may present a more challenging environment for distressed residential mortgage-backed securities (RMBS) the Company insures to the extent they cause housing prices to decline. The National Association of Realtors (NAR) reported existing-home sales declined 22.0% in March 2023 from one year ago as home sales are trying to recover and are highly sensitive to changes in mortgage rates. The median existing-home price for all housing types in March 2023 was $375,700, a decline of 0.9% from March 2022 ($379,300). Higher interest rates may also reduce the fair value of fixed-maturity securities currently held in the Company’s investment portfolio, dampen municipal bond issuance and negatively impact the finances of some of the obligors whose payments the Company insures.
On the other hand, higher interest rates are often accompanied by wider spreads, which may make the Company’s credit enhancement products more attractive in the U.S. municipal bond market and increase the level of premiums it can charge for those products. The 30-year AAA Municipal Market Data (MMD) rate is a measure of interest rates in the Company’s largest financial guaranty insurance market, U.S. public finance. The MMD rate averaged 3.37% for the quarter ended March 2023, lower than the 3.71% average for the quarter ended December 2022, but considerably higher than the 2.00% average for the quarter ended March 2022. Meanwhile, the difference, or credit spread, between the 30-year BBB-rated general obligation relative to the 30-year AAA MMD averaged 101 bps in the quarter ended March 2023, near the 103 bps average for the quarter ended December 2022, but significantly wider than the 72 bps average for the quarter ended March 2022. The Company believes that a further widening of credit spreads in 2023, should it occur, could permit it to increase its premium rates on new business. In addition, the Company believes that over time, higher interest rates may also increase the amount the Company can earn on its largely fixed-maturity securities.
Key Business Strategies
The Company continually evaluates its business strategies and is currently pursuing key business strategies in three areas: (i) insurance; (ii) asset management and alternative investments; and (iii) capital management.
Insurance
The Company seeks to grow the insurance business through new business production, acquisitions of remaining other monoline financial guaranty companies that currently are in runoff and no longer actively writing new business (legacy monoline insurers) or reinsurance of their insured portfolios, and to continue to mitigate losses in its current insured portfolio.
Growth of the Insured Portfolio
The Company seeks to grow its financial guaranty insurance portfolio through new business production in each of its markets: public finance (including infrastructure) and structured finance. The Company believes high-profile defaults by municipal obligors, such as Puerto Rico, Detroit, Michigan and Stockton, California as well as events such as the COVID-19 pandemic have led to increased awareness of the value of bond insurance and stimulated demand for the product. The Company believes there will be continued demand for its insurance in this market because, for those exposures that the Company guarantees, it undertakes the tasks of credit selection, analysis, negotiation of terms, surveillance and, if necessary, loss
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mitigation. The Company believes that its insurance: (i) encourages retail investors, who typically have fewer resources than the Company for analyzing municipal bonds, to purchase such bonds; (ii) enables institutional investors to operate more efficiently; and (iii) allows smaller, less well-known issuers to gain market access on a more cost-effective basis.
The low interest rate environment and tight U.S. municipal credit spreads from when the financial crisis began in 2008 through early 2020 dampened demand for bond insurance compared to the levels before the financial crisis that began in 2008. After the onset of the COVID-19 pandemic in early 2020, credit spreads initially widened as a result of market concerns about the impact of the COVID-19 pandemic on some municipal credits, thereby improving demand for financial guaranty insurance even in a low interest rate environment, before narrowing again in 2022. The Company believes that if credit spreads widen in 2023 demand for bond insurance may improve.
In certain segments of the infrastructure and structured finance markets the Company believes its financial guaranty product is competitive with other financing options. For example, certain investors may receive advantageous capital requirement treatment with the addition of the Company’s guaranty. The Company considers its involvement in both infrastructure and structured finance transactions to be beneficial because such transactions diversify both the Company’s business opportunities and its risk profile beyond U.S. public finance. The timing of new business production in the infrastructure and structured finance sectors is influenced by typically long lead times and therefore may vary from period to period.
U.S. Municipal Market Data and Bond Insurance Penetration Rates (1)
Based on Sale Date
| First Quarter 2023 | First Quarter 2022 | Year Ended December 31, 2022 | |||||||||||||||
| (dollars in billions, except number of issues and percentages) | |||||||||||||||||
| Par: | |||||||||||||||||
| New municipal bonds issued | $ | 74.1 | $ | 96.8 | $ | 359.7 | |||||||||||
| Total insured | $ | 5.7 | $ | 8.2 | $ | 28.8 | |||||||||||
| Insured by Assured Guaranty | $ | 3.4 | $ | 4.8 | $ | 17.0 | |||||||||||
| Number of issues: | |||||||||||||||||
| New municipal bonds issued | 1,385 | 2,288 | 7,902 | ||||||||||||||
| Total insured | 260 | 408 | 1,420 | ||||||||||||||
| Insured by Assured Guaranty | 124 | 168 | 648 | ||||||||||||||
| Bond insurance market penetration based on: | |||||||||||||||||
| Par | 7.7 | % | 8.5 | % | 8.0 | % | |||||||||||
| Number of issues | 18.8 | % | 17.8 | % | 18.0 | % | |||||||||||
| Single A par sold | 38.3 | % | 36.5 | % | 30.2 | % | |||||||||||
| Single A transactions sold | 63.3 | % | 57.7 | % | 59.0 | % | |||||||||||
| $25 million and under par sold | 24.2 | % | 20.8 | % | 21.9 | % | |||||||||||
| $25 million and under transactions sold | 22.3 | % | 20.7 | % | 21.4 | % | |||||||||||
____________________
(1) Source: The amounts in the table are those reported by Thomson Reuters. The table excludes Corporate-CUSIP transactions insured by Assured Guaranty, which the Company also considers to be public finance business.
The Company also considers opportunities to acquire financial guaranty portfolios, whether by acquiring financial guarantors who are no longer actively writing new business or their insured portfolios, generally through reinsurance. These transactions enable the Company to improve its future earnings and deploy excess capital.
Loss Mitigation
In an effort to avoid, reduce or recover losses and potential losses in its insurance portfolio, the Company employs a number of strategies.
In the public finance area, the Company believes its experience and the resources it is prepared to deploy, as well as its ability to provide bond insurance or other contributions as part of a solution, result in more favorable outcomes in distressed public finance situations than would be the case without its participation. This has been illustrated by the Company’s role in the Detroit, Michigan and Stockton, California financial crises, and more recently by the Company’s role in negotiating various
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agreements in connection with the restructuring of obligations of the Commonwealth of Puerto Rico and various obligations of its related authorities and public corporations. The Company will also, where appropriate, pursue litigation to enforce its rights. For example, it initiated a number of legal actions to enforce its rights with respect to obligations of the Commonwealth of Puerto Rico and various obligations of its related authorities and public corporations.
After over five years of negotiations, 2022 was a turning point for resolving a substantial portion of the Company’s Puerto Rico exposure in accordance with four orders entered by the United States District Court of the District of Puerto Rico (Federal District Court of Puerto Rico) related to the Company’s exposure to all defaulting Puerto Rico credits except Puerto Rico Electric Power Authority (PREPA) (2022 Puerto Rico Resolutions) as discussed in Item 1. Financial Statements,Note 3, Outstanding Exposure—Exposure to Puerto Rico.
As a result of the 2022 Puerto Rico Resolutions the Company’s obligations under its insurance policies covering debt of the Puerto Rico Convention Center District Authority (PRCCDA) and Puerto Rico Infrastructure Authority (PRIFA) were extinguished, and its insurance exposure to Puerto Rico general obligations (GO) bonds, Public Buildings Authority (PBA) bonds and Puerto Rico Highway and Transportation Authority (PRHTA) bonds was greatly reduced. The Company believes the 2022 Puerto Rico Resolutions mark significant milestones in its Puerto Rico loss mitigation efforts. In connection with the 2022 Puerto Rico Resolutions, the Company received substantial amounts of cash, new general obligation bonds (New GO Bonds) and new bonds backed by toll revenues (Toll Bonds, and together with New GO Bonds, New Recovery Bonds) and contingent value instruments (CVIs) associated with its direct exposures. The Company has sold some of the New Recovery Bonds and CVIs it had received in connection with the 2022 Puerto Rico Resolutions and may continue to sell amounts it still retains, subject to market conditions. The Company continues to work to resolve its remaining unresolved defaulted Puerto Rico exposure, PREPA. For more information about developments in Puerto Rico and related recovery litigation being pursued by the Company, see Item 1, Financial Statements, Note 3, Outstanding Exposure, and the Insured Portfolio section below.
The Company is and has for several years been working with the servicers of some of the RMBS transactions it insures to encourage the servicers to provide alternatives to distressed borrowers that will encourage them to continue making payments on their loans to help improve the performance of the related RMBS.
The Company also purchases attractively priced obligations, including below-investment-grade (BIG) obligations, that it has insured and for which it had expected losses to be paid, in order to mitigate the economic effect of insured losses (Loss Mitigation Securities). The fair value of Loss Mitigation Securities as of March 31, 2023 (excluding the value of the Company’s insurance) was $497 million, with a par of $769 million.
In some instances, the terms of the Company’s policy give it the option to pay principal on an accelerated basis on an obligation on which it has paid a claim, thereby reducing the amount of guaranteed interest due in the future. The Company has at times exercised this option, which uses cash but reduces projected future losses. The Company may also facilitate the issuance of refunding bonds, by either providing insurance on the refunding bonds or purchasing refunding bonds, or both. Refunding bonds may provide the issuer with payment relief.
Asset Management and Alternative Investments
As discussed above, on April 5, 2023, the Company announced the Sound Point Transaction, which further advances two of the objectives the Company has been pursuing since the BlueMountain Acquisition.
The first objective was to establish a fee-based earnings stream independent of the risk-based premiums generated by the financial guaranty business. The Company’s 30% investment in the combined firm will advance this earnings diversification.
The second objective was to enhance the alternative investment opportunities for our financial guaranty subsidiaries’ investment portfolios. The combined business, managed by Sound Point, will be strengthened by the addition of AssuredIM’s AUM. The Company believes that the Sound Point Transaction provides an opportunity to deploy excess capital at attractive returns improving the risk-adjusted return on a portion of the investment portfolio and potentially increasing the amount of dividends certain of its insurance subsidiaries are permitted to pay under applicable regulations.
Adding distributed gains from inception through March 31, 2023 to the original $750 million allocation, the U.S. Insurance Subsidiaries may invest a total of up to $853 million in in affiliated alternative investment funds through their jointly owned investment subsidiary, AG Asset Strategies LLC (AGAS). As of March 31, 2023, AGAS had committed $613 million to AssuredIM Funds, including $247 million that has yet to be funded. This capital was committed to several funds, each dedicated to a single strategy including CLOs, healthcare structured capital and asset-based finance.
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Capital Management
The Company has developed strategies to efficiently manage capital within the Assured Guaranty group.
From 2013 through May 9, 2023, the Company has repurchased 141 million common shares for approximately $4.7 billion, representing approximately 73% of the total shares outstanding at the beginning of the repurchase program in 2013. As of May 9, 2023, the Company was authorized to purchase $201 million of its common shares. Shares may be repurchased from time to time in the open market or in privately negotiated transactions. The timing, form and amount of the share repurchases under the program are at the discretion of management and will depend on a variety of factors, including funds available at the parent company, other potential uses for such funds, market conditions, the Company’s capital position, legal requirements and other factors. The repurchase program may be modified, extended or terminated by the Board of Directors at any time and it does not have an expiration date. See Item 1, Financial Statements, Note 13, Shareholders’ Equity, for additional information about the Company’s repurchases of its common shares.
Summary of Share Repurchases
| Amount | Number of Shares | Average price per share | |||||||||||||||
| (in millions, except per share data) | |||||||||||||||||
| 2013 - 2022 | $ | 4,661 | 140.875 | $ | 33.09 | ||||||||||||
| 2023 (January 1 - May 9) | 2 | 0.036 | 62.23 | ||||||||||||||
| Cumulative repurchases since the beginning of 2013 | $ | 4,663 | 140.911 | 33.09 | |||||||||||||
As of March 31, 2023, the estimated accretive effect of the cumulative repurchases of common shares since the beginning of 2013 was approximately: $38.70 per share in shareholders’ equity attributable to AGL, $43.35 per share in adjusted operating shareholders’ equity and $77.44 per share in adjusted book value.
The Company considers the appropriate mix of debt and equity in its capital structure. In 2021, the Company issued $500 million of 3.15% Senior Notes, due in 2031 and $400 million of 3.6% Senior Notes, due in 2051. The proceeds from these issuances were used to redeem $100 million of AGMH’s 6 7/8% Quarterly Interest Bonds due in 2101, $230 million of AGMH’s 6.25% Notes due in 2102, $100 million of AGMH’s 5.60% Notes due in 2103, and $170 million of the $500 million of AGUS 5% Senior Notes due in 2024. Proceeds from the debt issuances that were not used to redeem debt were used for general corporate purposes, including share repurchases. See “— Liquidity and Capital Resources — AGL and its U.S. Holding Companies” for the U.S. Holding Companies’ long-term debt.
Since the second quarter of 2017, AGUS has purchased $154 million in principal of AGMH’s outstanding Junior Subordinated Debentures. The Company may choose to redeem or make additional purchases of this or other Company debt in the future.
Executive Summary
This executive summary of management’s discussion and analysis highlights selected information and may not contain all of the information that is important to readers of this Quarterly Report. For a more detailed description of events, trends and uncertainties, as well as the capital, liquidity, credit, operational and market risks and the critical accounting policies and estimates affecting the Company, this Quarterly Report should be read in its entirety and in addition to the Company’s 2022 Annual Report on Form 10-K.
The primary drivers of volatility in the Company’s net income include: changes in fair value of credit derivatives, FG VIEs, CIVs and committed capital securities (CCS), as well as loss and loss adjustment expense (LAE), foreign exchange gains (losses), the level of refundings of insured obligations, changes in the value of the Company’s alternative investments, the effects of any large settlements, commutations and loss mitigation strategies, among other factors. Changes in the fair value of AssuredIM Funds and amount of AUM affect the amount of management and performance fees earned. Changes in laws and regulations, among other factors, may also have a significant effect on reported net income or loss in a given reporting period.
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Financial Performance of Assured Guaranty
Financial Results
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions, except per share amounts) | |||||||||||
| GAAP | |||||||||||
| Net income (loss) attributable to AGL | $ | 81 | $ | 66 | |||||||
| Net income (loss) attributable to AGL per diluted share | $ | 1.34 | $ | 0.98 | |||||||
| Weighted average diluted shares | 60.4 | 67.4 | |||||||||
| Non-GAAP | |||||||||||
| Adjusted operating income (loss) (1) | $ | 68 | $ | 90 | |||||||
| Adjusted operating income per diluted share | $ | 1.12 | $ | 1.34 | |||||||
| Weighted average diluted shares | 60.4 | 67.4 | |||||||||
| Gain (loss) related to FG VIE and CIV consolidation included in adjusted operating income | $ | (4) | $ | (10) | |||||||
| Gain (loss) related to FG VIE and CIV consolidation included in adjusted operating income per share | $ | (0.06) | $ | (0.14) | |||||||
| Components of total adjusted operating income (loss) | |||||||||||
| Insurance segment | $ | 117 | $ | 133 | |||||||
| Asset Management segment | (1) | — | |||||||||
| Corporate division | (44) | (33) | |||||||||
| Other (2) | (4) | (10) | |||||||||
| Adjusted operating income (loss) | $ | 68 | $ | 90 | |||||||
| Insurance Segment | |||||||||||
| Gross written premiums (GWP) | $ | 86 | $ | 70 | |||||||
Present value of new business production (PVP) (1) | 112 | 69 | |||||||||
| Gross par written | 5,363 | 4,471 | |||||||||
| Asset Management Segment | |||||||||||
| AUM (3) | |||||||||||
| Inflows - third party | $ | 1 | $ | 91 | |||||||
| Inflows - intercompany | — | — | |||||||||
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| As of March 31, 2023 | As of December 31, 2022 | ||||||||||||||||||||||
| Amount | Per Share | Amount | Per Share | ||||||||||||||||||||
| (in millions, except per share amounts) | |||||||||||||||||||||||
| Shareholders’ equity attributable to AGL | $ | 5,220 | $ | 88.07 | $ | 5,064 | $ | 85.80 | |||||||||||||||
| Adjusted operating shareholders' equity (1) | 5,606 | 94.58 | 5,543 | 93.92 | |||||||||||||||||||
| Adjusted book value (1) | 8,478 | 143.04 | 8,379 | 141.98 | |||||||||||||||||||
| Gain (loss) related to FG VIE and CIV consolidation included in adjusted operating shareholders’ equity | 13 | 0.22 | 17 | 0.28 | |||||||||||||||||||
| Gain (loss) related to FG VIE and CIV consolidation included in adjusted book value | 8 | 0.15 | 11 | 0.19 | |||||||||||||||||||
| Common shares outstanding (4) | 59.3 | 59.0 | |||||||||||||||||||||
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(1) See “—Non-GAAP Financial Measures” for a definition of the financial measures that were not determined in accordance with accounting principles generally accepted in the United States of America (GAAP), a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure, if available, and for additional details.
(2) Relates to the effect of consolidating FG VIEs and CIVs.
(3) The Company was limited in its ability to raise third party AUM as a result of the pending Sound Point Transaction due to regulatory and practical considerations.
(4) See “— Overview— Key Business Strategies – Capital Management” above for information on common share repurchases.
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Condensed Consolidated Results of Operations
Condensed Consolidated Results of Operations
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Revenues: | |||||||||||
| Net earned premiums | $ | 81 | $ | 214 | |||||||
| Net investment income | 81 | 62 | |||||||||
| Asset management fees | 26 | 34 | |||||||||
| Net realized investment gains (losses) | (2) | 3 | |||||||||
| Fair value gains (losses) on credit derivatives | 15 | (3) | |||||||||
| Fair value gains (losses) on CCS | (16) | 1 | |||||||||
| Fair value gains (losses) on FG VIEs | (5) | 6 | |||||||||
| Fair value gains (losses) on CIVs | 58 | 14 | |||||||||
| Foreign exchange gains (losses) on remeasurement | 20 | (30) | |||||||||
| Fair value gains (losses) on trading securities | (2) | (4) | |||||||||
| Other income (loss) | 27 | 3 | |||||||||
| Total revenues | 283 | 300 | |||||||||
| Expenses: | |||||||||||
| Loss and LAE (benefit) | 4 | 57 | |||||||||
| Interest expense | 21 | 20 | |||||||||
| Amortization of deferred acquisition cost (DAC) | 3 | 4 | |||||||||
| Employee compensation and benefit expenses | 82 | 73 | |||||||||
| Other operating expenses | 55 | 42 | |||||||||
| Total expenses | 165 | 196 | |||||||||
| Income (loss) before income taxes and equity in earnings (losses) of investees | 118 | 104 | |||||||||
| Equity in earnings (losses) of investees | 2 | (11) | |||||||||
| Income (loss) before income taxes | 120 | 93 | |||||||||
| Less: Provision (benefit) for income taxes | 23 | 18 | |||||||||
| Net income (loss) | 97 | 75 | |||||||||
| Less: Noncontrolling interests | 16 | 9 | |||||||||
| Net income (loss) attributable to Assured Guaranty Ltd. | $ | 81 | $ | 66 | |||||||
| Effective tax rate | 19.1 | % | 20.0 | % | |||||||
First Quarter 2023 Compared with First Quarter 2022
Net income attributable to AGL for the three-month period ended March 31, 2023 (first quarter 2023) was higher compared with the three-month period ended March 31, 2022 (first quarter 2022) primarily due to:
•lower losses and LAE due primarily to higher losses on Puerto Rico exposures in first quarter 2022,
•foreign exchange gains on remeasurement in first quarter 2023 compared with losses in first quarter 2022,
•higher fair value gains on CIVs, and
•higher net investment income, and other income.
These increases were primarily offset in part by:
•lower net earned premiums mainly attributable to accelerations on certain Puerto Rico exposures in first quarter 2022, and
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•fair value losses on CCS in first quarter 2023 compared with gains in first quarter 2022.
The Company’s effective tax rate reflects the proportion of income recognized by each of the Company’s operating subsidiaries, with U.S. subsidiaries generally taxed at the U.S. marginal corporate income tax rate of 21%, U.K. subsidiaries taxed at the U.K. marginal corporate tax rate of 19%, the French subsidiary taxed at the French marginal corporate tax rate of 25%, and no taxes for the Company’s Bermuda subsidiaries, unless subject to U.S. tax by election or as a U.S. controlled foreign corporation.
Adjusted Operating Income
Adjusted operating income in first quarter 2023 was $68 million, compared with $90 million in first quarter 2022. The decrease was primarily due to a benefit in first quarter 2022 of $63 million (after-tax) associated with the now extinguished exposures covered by the 2022 Puerto Rico Resolutions (which benefit consisted of premium accelerations, offset in part by recognition of loss expense that was previously embedded in unearned premium reserve). The benefit associated with the 2022 Puerto Rico Resolutions was offset in part by gains on alternative investments, higher net investment income and the release a litigation accrual reported in other income in 2023. See “— Results of Operations — Reconciliation to GAAP” for the reconciliation of net income (loss) attributable to AGL to adjusted operating income (loss).
Book Value and Adjusted Book Value
Shareholders’ equity attributable to AGL as of March 31, 2023 increased compared with December 31, 2022, as net income and other comprehensive income were partially offset by dividends. Adjusted operating shareholders’ equity and adjusted book value increased primarily due to operating income offset in part by dividends, and in the case of adjusted book value, new business production in 2023, partially offset by dividends. See “— Non-GAAP Financial Measures” below for the reconciliation of shareholders’ equity attributable to AGL to adjusted operating shareholders' equity and adjusted book value.
Other Matters
Russia’s Invasion of Ukraine
Russia’s invasion of Ukraine has led to the imposition of economic sanctions by many western countries against Russia and certain Russian individuals, dislocation in global energy markets, massive refugee movements, and payment default by certain Russian credits. The economic sanctions imposed by western governments, along with decisions by private companies regarding their presence in Russia, continue to reduce western economic ties to Russia and to reshape global economic and political ties more generally, and the Company cannot predict all of the potential effects of the conflict on the world or on the Company.
The Company’s surveillance and treasury functions have reviewed the Company’s insurance and investment portfolios, respectively, and have identified no material direct exposure to Ukraine or Russia. In fact, the Company’s direct insurance exposure to eastern Europe generally is limited to approximately $289 million in net par outstanding as of March 31, 2023, comprising $234 million net par exposure to the sovereign debt of Poland and $55 million net par exposure to a toll road in Hungary. The Company rates the toll road exposure BIG.
Inflation
By some key measures, consumer price inflation in the U.S. and the U.K. was higher in recent years than it has been in decades, and interest rates generally increased. Consumer price inflation in the U.K. impacts the Company directly by increasing exposure for certain index-linked U.K. debt with par that accretes with increasing inflation, and also increasing projected future installment premiums on the portion of such exposure that pays at least some of the premium on an installment basis over the term of the exposure. Consumer price inflation may also impact the Company indirectly to the extent it makes it more difficult for obligors to make their debt payments, and may be accompanied by higher interest rates that could impact the Company in several ways.
After acknowledging the need to combat inflation, the FOMC of the Federal Reserve Board decided at its March 2022 meeting to start again raising the target federal funds rate, and raised the rate nine times from March 2022 through May 3, 2023. At its May 2-3, 2023 meeting, the FOMC raised the federal funds target rate by 25 bps to 5.0% to 5.25%, its ninth consecutive increase, and stated that its decision to raise the target range of the federal funds rate was in support of its goals of achieving maximum employment and inflation at the rate of 2% over the longer run. In determining the extent to which additional federal
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funds target rate increases are needed to return inflation to 2% over time, the FOMC indicated it will take into account the cumulative tightening of monetary policy, the lags with which monetary policy affects economic activity and inflation, and economic and financial developments.
Higher interest rates impact the Company in numerous other ways. For example, higher interest rates are often accompanied by wider credit spreads, which may make the Company’s credit enhancement products more attractive in the market and increase the level of premiums it can charge for that product. However, despite the increases in interest rates in 2022 and first quarter 2023, the pace of credit spread widening was more modest and market penetration of municipal bond insurance in the U.S. public finance market remained relatively flat compared to 2021. Over time, higher interest rates also increase the amount the Company can earn on its largely fixed-maturity investment portfolio. Higher interest rates may present a more challenging environment for distressed RMBS the Company insures to the extent they cause housing prices to decline, reduce the fair value of its largely fixed-rate fixed-maturity investment portfolio, dampen municipal bond issuance and negatively impact the finances of some insured obligors.
See “Overview — Economic Environment”.
Income Taxes
The U.S. Internal Revenue Service and Department of the Treasury issued final and proposed regulations in October 2020 relating to the tax treatment of passive foreign investment company (PFICs). The final regulations are not expected to have a material impact to the Company’s business operation or its shareholders and the proposed regulations are continuing to be evaluated.
Results of Operations
Critical Accounting Estimates
The preparation of financial statements in accordance with GAAP requires the application of accounting policies that often involve a significant degree of judgment and require the Company to make estimates and assumptions, based on available information, that affect the amounts of assets, liabilities, revenues and expenses reported in the financial statements. Estimates are inherently subject to change and actual results could differ from those estimates, and the differences may be material to the condensed consolidated financial statements.
Critical estimates and assumptions are evaluated on an on-going basis based on historical developments, market conditions, industry trends and other information that is reasonable under the circumstances. There can be no assurance that actual results will conform to estimates and assumptions and that reported results of operations will not be materially different in the future to reflect changes in these estimates and assumptions from time to time.
The accounting policies that the Company believes are most dependent on the application of judgment, estimates and assumptions are listed below. See Part II. Item 8, Financial Statements and Supplementary Data, Note 1, Business and Basis of Presentation , of the Company’s 2022 Annual Report on Form 10-K, for the Company’s significant accounting policies which includes a reference to the applicable note where further details regarding the significant estimates and assumptions are provided, as well as Part II. Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of the Company’s 2022 Annual Report on Form 10-K, for further details regarding sensitivity analysis.
•Expected loss to be paid (recovered)
•Fair value of certain assets and liabilities, primarily:
▪Investments
▪Assets and liabilities of CIVs
▪Assets and liabilities of FG VIEs
▪Credit derivatives
•Recoverability of goodwill and other intangible assets
•Credit impairment of financial instruments
•Revenue recognition
•Income tax assets and liabilities, including the recoverability of deferred tax assets (liabilities)
In addition, the valuation of AUM, which is the basis for calculating certain asset management fees, is based on estimates and assumptions. AUM valuations are often performed by independent pricing services based on observable and unobservable inputs. AUM may be impacted by a wide range of factors, including the condition of the global economy and
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financial markets, the relative attractiveness of the investment strategies of AssuredIM, and regulatory or other governmental policies or actions. For an explanation of how the Company defines and uses the AUM metric and why it provides useful information to investors, see “— Results of Operations by Segment — Asset Management Segment”.
Results of Operations by Segment
The Company analyzes the operating performance of each segment using each segment’s adjusted operating income as described in Item 1, Financial Statements, Note 2, Segment Information.
Insurance Segment Results
Insurance Segment Results
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| Segment revenues | |||||||||||
| Net earned premiums and credit derivative revenues | $ | 84 | $ | 219 | |||||||
| Net investment income | 82 | 63 | |||||||||
| Fair value gains (losses) on trading securities | (2) | (4) | |||||||||
| Foreign exchange gains (losses) on remeasurement and other income (loss) | 26 | — | |||||||||
| Total segment revenues | 190 | 278 | |||||||||
| Segment expenses | |||||||||||
| Loss expense (benefit) | 9 | 60 | |||||||||
| Interest expense | — | 1 | |||||||||
| Amortization of DAC | 3 | 4 | |||||||||
| Employee compensation and benefit expenses | 39 | 38 | |||||||||
| Other operating expenses | 28 | 19 | |||||||||
| Total segment expenses | 79 | 122 | |||||||||
| Equity in earnings (losses) of investees | 30 | (1) | |||||||||
| Segment adjusted operating income (loss) before income taxes | 141 | 155 | |||||||||
| Less: Provision (benefit) for income taxes | 24 | 22 | |||||||||
| Segment adjusted operating income (loss) | $ | 117 | $ | 133 | |||||||
Net Earned Premiums and Credit Derivative Revenues
Premiums are earned over the contractual lives, or in the case of insured obligations backed by homogeneous pools of assets, the remaining expected lives, of financial guaranty insurance contracts. The Company periodically estimates remaining expected lives of its insured obligations backed by homogeneous pools of assets and makes prospective adjustments for such changes in expected lives. Scheduled net earned premiums decrease each year unless replaced by a higher amount of new business, or books of business acquired in a business combination. See Item 1, Financial Statements, Note 5, Contracts Accounted for as Insurance, Premiums, for additional information.
Net earned premiums due to accelerations are attributable to changes in the expected lives of insured obligations driven by: (i) refundings of insured obligations; or (ii) terminations of insured obligations either through negotiated agreements or the exercise of the Company’s contractual rights to make claim payments on an accelerated basis.
Refundings occur in the public finance market when municipalities and other public finance issuers pay down insured obligations prior to their originally scheduled maturities. Refundings tend to increase when issuers can refinance their debt obligations at lower rates than they are currently paying. The premiums associated with the insured obligations of municipalities and other public finance issuers are generally received upfront when the obligations are issued and insured. When issuers pay down insured obligations, the Company is no longer on risk for payment defaults, and therefore accelerates the recognition of the remaining nonrefundable deferred premium revenue. The amortization of the Company’s outstanding book of business along with the previously high levels of refunding activity has led to a lower volume of refunding opportunities over the last several years, except for refundings of Puerto Rico policies under the 2022 Puerto Rico Resolutions.
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Terminations are generally negotiated agreements with beneficiaries resulting in the extinguishment of the Company’s insurance obligation. Terminations have been more common in the structured finance asset class, but may also occur in the public finance asset class. While each termination may have different terms, they all result in the expiration of the Company’s insurance risk, the acceleration of the recognition of the associated deferred premium revenue and the reduction of any remaining premiums receivable.
Insurance Segment
Net Earned Premiums and Credit Derivative Revenues
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Net earned premiums: | |||||||||||
| Financial guaranty insurance: | |||||||||||
| Public finance | |||||||||||
| Scheduled net earned premiums (1) | $ | 62 | $ | 71 | |||||||
| Accelerations: | |||||||||||
| Refundings | 4 | 128 | |||||||||
| Terminations | — | — | |||||||||
| Total accelerations | 4 | 128 | |||||||||
| Total public finance | 66 | 199 | |||||||||
| Structured finance scheduled net earned premiums (1) | 15 | 15 | |||||||||
| Specialty insurance and reinsurance | 1 | 1 | |||||||||
| Total net earned premiums | 82 | 215 | |||||||||
| Credit derivative revenues: | |||||||||||
| Scheduled net earned premiums | 2 | 2 | |||||||||
| Accelerations | — | 2 | |||||||||
| Total credit derivative revenues | 2 | 4 | |||||||||
| Total net earned premiums and credit derivative revenues | $ | 84 | $ | 219 | |||||||
____________________
(1) Includes accretion of discount.
Net earned premiums and credit derivative revenues decreased in first quarter 2023 compared with first quarter 2022 primarily due to refundings of $104 million related to the resolution of PRCCDA, PRIFA and GO/PBA exposures that occurred in March 2022 discussed in Item 1. Financial Statements, Note 3, Outstanding Exposure. As of March 31, 2023, $3.7 billion of net deferred premium revenue on financial guaranty insurance remained to be earned over the life of the insurance contracts.
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New Business Production
Gross Written Premiums and
New Business Production
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| GWP | |||||||||||
| Public Finance—U.S. | $ | 22 | $ | 49 | |||||||
| Public Finance—non-U.S. | 36 | 16 | |||||||||
| Structured Finance—U.S. | 28 | 5 | |||||||||
| Structured Finance—non-U.S. | — | — | |||||||||
| Total GWP | $ | 86 | $ | 70 | |||||||
| PVP (1): | |||||||||||
| Public Finance—U.S. | $ | 22 | $ | 49 | |||||||
| Public Finance—non-U.S. | 30 | 12 | |||||||||
| Structured Finance—U.S. | 27 | 2 | |||||||||
| Structured Finance—non-U.S. (2) | 33 | 6 | |||||||||
| Total PVP | $ | 112 | $ | 69 | |||||||
Gross Par Written (1): | |||||||||||
| Public Finance—U.S. | $ | 2,907 | $ | 3,931 | |||||||
| Public Finance—non-U.S. | 360 | 223 | |||||||||
| Structured Finance—U.S. | 582 | 60 | |||||||||
| Structured Finance—non-U.S. (2) | 1,514 | 257 | |||||||||
| Total gross par written | $ | 5,363 | $ | 4,471 | |||||||
| Average rating on new business written | A | A- | |||||||||
____________________
(1) PVP and Gross Par Written in the table above are based on “close date,” when the transaction settles. See “— Non-GAAP Financial Measures — PVP or Present Value of New Business Production.”
(2) First quarter 2023 and 2022 PVP and gross par written include the present value of future gross revenues and exposure, respectively, associated with a financial guaranty written by the Company that, under GAAP, is accounted for under ASC 460, Guarantees.
In first quarter 2023, structured finance GWP was almost six times GWP in first quarter 2022, and PVP was over seven times PVP in first quarter 2022. First quarter 2023 structured finance GWP primarily includes a large insurance securitization transaction. Structured finance PVP in first quarter 2023 includes the insurance securitization, as well as an excess-of-loss guaranty of a minimum amount of billed rent on a diversified portfolio of real estate properties for which no GWP was reported under GAAP because it is not accounted for as insurance.
In first quarter 2023, non-U.S. public finance GWP and PVP were more than double the GWP and PVP in first quarter 2022. In first quarter 2023, new business primarily included the guaranty of a long-term sale and leaseback transaction with Glasgow City Council and several regulated utility transactions.
U.S. public finance GWP and PVP in first quarter 2023 were lower than the comparable GWP and PVP in first quarter 2022, primarily due to reduced market issuance and fewer secondary market transactions in first quarter 2023. The average rating of U.S. public finance par written was A- in first quarter 2023 and first quarter 2022. The Company’s direct par written represented 60% of the total U.S. municipal market insured issuance in first quarter 2023, compared with 58% in first quarter 2022, and the Company’s penetration of all municipal issuance was 4.6% in first quarter 2023 compared with 4.9% in first quarter 2022.
Business activity in the infrastructure (reported in non-US public finance) and structured finance sectors typically has long lead times and therefore may vary from period to period.
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Income from Investments
Net investment income is a function of the yield that the Company earns on available-for-sale fixed-maturity securities and short-term investments, and the size of such portfolio. The investment yield on fixed-maturity securities is a function of market interest rates at the time of investment as well as the type, credit quality and maturity of the securities in this portfolio.
CVIs issued by Puerto Rico and received as part of the 2022 Puerto Rico Resolutions are classified as trading with changes in fair value reported in “fair value gains (losses) on trading securities” in the consolidated statements on operations. The fair value of such instruments as of March 31, 2023 was $300 million.
Equity method investments in the Insurance segment include investments that the U.S. Insurance Subsidiaries make in AssuredIM Funds, as well as other alternative investments. The income (loss) on such investments is reported in “equity in earnings (losses) of investees” and typically represents the change in net asset value (NAV) of AssuredIM Funds and the Company’s share of earnings of its other investees. The U.S. Insurance Subsidiaries are authorized to invest up to $750 million in affiliated alternative investment funds. Adding inception-to-date distributed gains, the U.S. Insurance Subsidiaries may invest a total of up to $853 million in affiliated alternative investment funds. As of March 31, 2023, the U.S. Insurance Subsidiaries had total commitments to AssuredIM Funds of $613 million, of which $366 million represented net invested capital and $247 million was undrawn.
Insurance Segment
Income from Investments
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Net investment income | |||||||||||
| Externally managed | $ | 48 | $ | 47 | |||||||
| Internally managed: | |||||||||||
| Loss Mitigation Securities | 10 | 9 | |||||||||
| Managed by AssuredIM (1) | 8 | 4 | |||||||||
| Short-term | 10 | — | |||||||||
| Other | 5 | 3 | |||||||||
| Intercompany loans | 3 | 2 | |||||||||
| Investment income | 84 | 65 | |||||||||
| Investment expenses | (2) | (2) | |||||||||
| Net investment income | $ | 82 | $ | 63 | |||||||
| Fair value gains (losses) on trading securities | $ | (2) | $ | (4) | |||||||
| Equity in earnings (losses) of investees | |||||||||||
| AssuredIM Funds | $ | 28 | $ | 11 | |||||||
| Other | 2 | (12) | |||||||||
| Equity in earnings (losses) of investees | $ | 30 | $ | (1) | |||||||
____________________
(1) Represents interest income on a portfolio of CLOs and municipal bonds managed by AssuredIM under an investment management agreement (IMA).
Net investment income increased to $82 million in first quarter 2023 compared with $63 million in first quarter 2022, primarily due to the increase in short-term rates and higher average short-term balances, as well as higher income on floating rate CLO investments. The overall pre-tax book yield of available-for-sale fixed-maturity securities and short-term investments was 3.82% as of March 31, 2023 and 3.15% as of March 31, 2022. Excluding the internally managed portfolio and portfolio managed by AssuredIM, pre-tax book yield was 3.17% as of March 31, 2023 and 2.93% as of March 31, 2022.
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Equity in earnings of AssuredIM Funds were gains in first quarter 2023 and first quarter 2022 primarily attributable to higher valuations of assets held in the CLO and healthcare funds.
Other Income (Loss)
The increase in “other income (loss)” in first quarter 2023 compared with first quarter 2022 was primarily attributable to the reversal of a previously recorded litigation accrual of $20 million. See Item 1, Financial Statements, Note 12, Commitments and Contingencies, for additional information.
Economic Loss Development
The insured portfolio includes policies accounted for under several different accounting models depending on the characteristics of the contract and the Company’s control rights. For a discussion of methodologies and significant estimates for expected loss to be paid (recovered), see Part II. Item 8, Financial Statements and Supplementary Data, Note 4, Expected Loss to be Paid (Recovered), of the Company’s 2022 Annual Report on Form 10-K. For the accounting policies for measurement and recognition under GAAP for each type of contract, see the notes listed below in Part II. Item 8, Financial Statements and Supplementary Data, of the Company’s 2022 Annual Report on Form 10-K:
•Note 5 for contracts accounted for as insurance;
•Note 6 for contracts accounted for as credit derivatives;
•Note 8 for FG VIEs; and
•Note 9 for fair value methodologies for credit derivatives and FG VIEs’ assets and liabilities.
In order to efficiently evaluate and manage the economics of the entire insured portfolio, management compiles and analyzes expected loss information for all policies on a consistent basis. The discussion of losses that follows encompasses expected losses on all contracts in the insured portfolio regardless of accounting model, unless otherwise specified. Net expected loss to be paid (recovered) primarily consists of the present value of future: expected claim and LAE payments; expected recoveries from issuers or excess spread; cessions to reinsurers; expected recoveries/payables stemming from breaches of representation and warranties (R&W); and, the effects of other loss mitigation strategies. Assumptions used in the determination of the net expected loss to be paid (recovered) such as delinquency, severity, discount rates and expected time frames to recovery were consistent by sector regardless of the accounting model used.
Current risk-free rates are used to discount expected losses at the end of each reporting period and therefore changes in such rates from period to period affect the expected loss estimates reported. Changes in risk-free rates used to discount losses affect economic loss development, and loss and LAE; however, the effect of changes in discount rates are not indicative of actual credit impairment or improvement in the period. The weighted average discount rates used to discount expected losses (recoveries) were 3.75% and 4.08% as of March 31, 2023 and December 31, 2022, respectively.
The composition of economic loss development (benefit) by accounting model and by sector are presented in the tables that follow, and the drivers of economic loss development (benefit) are discussed below.
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Net Expected Loss to be Paid (Recovered) and Net Economic Loss Development (Benefit)
by Accounting Model
| Net Expected Loss to be Paid (Recovered) | Net Economic Loss Development (Benefit) | |||||||||||||||||||||||||
| As of | First Quarter | |||||||||||||||||||||||||
| Accounting Model | March 31, 2023 | December 31, 2022 | 2023 | 2022 | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Insurance | $ | 205 | $ | 205 | $ | 6 | $ | (44) | ||||||||||||||||||
| FG VIEs | 309 | (1) | 314 | (1) | 5 | (4) | ||||||||||||||||||||
| Credit derivatives | 3 | 3 | — | 4 | ||||||||||||||||||||||
| Total | $ | 517 | $ | 522 | $ | 11 | $ | (44) | ||||||||||||||||||
| Net exposure rated BIG | $ | 5,966 | $ | 5,976 | ||||||||||||||||||||||
____________________
(1) The expected loss to be paid for FG VIEs primarily relates to Puerto Rico Trusts that were consolidated as a result of the 2022 Puerto Rico Resolutions. See Item 1, Financial Statements, Note 3, Outstanding Exposure, and Note 4, Expected Loss to be Paid (Recovered).
Net Expected Loss to be Paid (Recovered)
Roll Forward by Sector
| First Quarter 2023 | ||||||||||||||||||||||||||
| Sector | Net Expected Loss to be Paid (Recovered) as of December 31, 2022 | Economic Loss Development (Benefit) | Net (Paid) Recovered Losses (1) | Net Expected Loss to be Paid (Recovered) as of March 31, 2023 | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Public finance: | ||||||||||||||||||||||||||
| U.S. public finance | $ | 403 | $ | 1 | $ | (24) | $ | 380 | ||||||||||||||||||
| Non-U.S. public finance | 9 | 4 | — | 13 | ||||||||||||||||||||||
| Public finance | 412 | 5 | (24) | 393 | ||||||||||||||||||||||
| Structured finance: | ||||||||||||||||||||||||||
| U.S. RMBS | 66 | 5 | 11 | 82 | ||||||||||||||||||||||
| Other structured finance | 44 | 1 | (3) | 42 | ||||||||||||||||||||||
| Structured finance | 110 | 6 | 8 | 124 | ||||||||||||||||||||||
| Total | $ | 522 | $ | 11 | $ | (16) | $ | 517 | ||||||||||||||||||
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| First Quarter 2022 | ||||||||||||||||||||||||||
| Sector | Net Expected Loss to be Paid (Recovered) as of December 31, 2021 | Economic Loss Development (Benefit) | Net (Paid) Recovered Losses (1) | Net Expected Loss to be Paid (Recovered) as of March 31, 2022 | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Public finance: | ||||||||||||||||||||||||||
| U.S. public finance | $ | 197 | $ | (48) | $ | 32 | $ | 181 | ||||||||||||||||||
| Non-U.S. public finance | 12 | (2) | — | 10 | ||||||||||||||||||||||
| Public finance | 209 | (50) | 32 | 191 | ||||||||||||||||||||||
| Structured finance: | ||||||||||||||||||||||||||
| U.S. RMBS | 150 | 7 | 38 | 195 | ||||||||||||||||||||||
| Other structured finance | 52 | (1) | (5) | 46 | ||||||||||||||||||||||
| Structured finance | 202 | 6 | 33 | 241 | ||||||||||||||||||||||
| Total | $ | 411 | $ | (44) | $ | 65 | $ | 432 | ||||||||||||||||||
____________________
(1) Net of ceded paid losses, whether or not such amounts have been settled with reinsurers. Ceded paid losses are typically settled 45 days after the end of the reporting period. Such amounts are recorded as reinsurance recoverable on paid losses in “other assets”.
First Quarter 2023 Net Economic Loss Development
Economic loss development of $11 million was primarily due to changes in discount rates of $10 million.
First Quarter 2022 Net Economic Loss Development
Public Finance: The economic benefit on U.S. exposures in first quarter 2022 was $48 million, and was primarily attributable to Puerto Rico exposures and changes in discount rates. Public finance expected loss to be paid primarily related to U.S. exposures, which had BIG net par outstanding of $3.7 billion as of March 31, 2022 compared with $5.4 billion as of December 31, 2021. The reduction in net par was primarily due to for PRCCDA, PRIFA and GO/PBA exposures. The Company projected that its total net expected loss to be paid across its troubled U.S. public finance exposures as of March 31, 2022 would be $181 million, compared with $197 million as of December 31, 2021.
U.S. RMBS: The economic loss development attributable to U.S. RMBS was $7 million and was mainly attributable to a $43 million loss related to lower excess spread, partially offset by a $22 million benefit related to changes in discount rates and an $11 million benefit related to improved performance in certain transactions.
Insurance Segment Loss Expense
The primary differences between net economic loss development and the amount reported as “loss and LAE (benefit)” in the consolidated statements of operations are that loss and LAE (benefit): (i) considers deferred premium revenue in the calculation of loss reserves for financial guaranty insurance contracts; (ii) eliminates loss and LAE related to FG VIEs; and (iii) does not include estimated losses on credit derivatives.
Insurance segment loss expense includes loss and LAE on financial guaranty insurance contracts and losses on credit derivatives, without giving effect to eliminations related to the consolidation of FG VIEs.
For financial guaranty insurance contracts, each transaction’s expected loss to be expensed is compared with the deferred premium revenue of that transaction. Expected loss to be expensed represents past or expected future net claim payments that have not yet been expensed. Such amounts will be expensed in future periods as deferred premium revenue amortizes into income on financial guaranty insurance policies. Expected loss to be expensed is the Company’s projection of incurred losses that will be recognized in future periods, excluding accretion of discount. When the expected loss to be expensed exceeds the deferred premium revenue, a loss is recognized in income for the amount of such excess. Therefore, the timing of loss recognition in income does not necessarily coincide with the timing of the actual credit impairment or improvement reported in net economic loss development. Transactions (particularly BIG transactions) acquired in a business combination or seasoned portfolios assumed from legacy financial guaranty insurers generally have the largest deferred premium revenue balances. Therefore, the largest differences between net economic loss development and loss and LAE on financial guaranty insurance contracts generally relate to those policies.
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While expected loss to be paid (recovered) is an important measure that provides the present value of amounts that the Company expects to pay or recover in future periods on all contracts, expected loss to be expensed is important because it presents the Company’s projection of net expected losses that will be recognized in the consolidated statement of operations in future periods as deferred premium revenue amortizes into income for financial guaranty insurance policies.
The amount of Insurance segment loss expense, which includes all policies regardless of form, is a function of the amount of economic loss development discussed above and the deferred premium revenue amortization in a given period, on a contract-by-contract basis. The following table presents the Insurance segment loss expense.
Insurance Segment
Loss Expense (Benefit)
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| U.S. public finance | $ | 1 | $ | 55 | |||||||
| Non-U.S. public finance | — | — | |||||||||
| Structured finance: | |||||||||||
| U.S. RMBS | 6 | 6 | |||||||||
| Other structured finance | 2 | (1) | |||||||||
| Structured finance | 8 | 5 | |||||||||
| Total Insurance segment loss expense (benefit) | $ | 9 | $ | 60 | |||||||
The difference between public finance loss expense and economic development in first quarter 2022 was primarily attributable to the release of unearned premium reserve related to PRCCDA, PRIFA and GO/PBA exposures. As a result, the Company recognized loss and LAE expense that had not previously been reported in the statement of operations, and corresponding net earned premiums were recognized for the remaining deferred premium revenue on the extinguished Puerto Rico exposures. For additional information on the expected timing of net expected losses to be expensed see Item 1, Financial Statements, Note 5, Contracts Accounted for as Insurance.
Other Operating Expenses
The increase in “other operating expenses” in first quarter 2023 compared with first quarter 2022 was primarily attributable to an increase in value added taxes.
Financial Strength Ratings
Demand for the financial guaranties issued by the Company’s insurance subsidiaries may be impacted by changes in the credit ratings assigned to them by the rating agencies. The financial strength ratings (or similar ratings) assigned to AGL’s insurance subsidiaries, along with the date of the most recent rating action (or confirmation) by the rating agency assigning the rating, are shown in the table below.
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| S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC (S&P) | Kroll Bond Rating Agency | Moody’s Investors Service, Inc. (Moody’s) | A.M. Best Company, Inc. | ||||||||||||||||||||
| AGM | AA (stable) (7/8/22) | AA+ (stable) (10/21/22) | A1 (stable) (3/18/22) | — | |||||||||||||||||||
| AGC | AA (stable) (7/8/22) | AA+ (stable) (10/21/22) | (1) | — | |||||||||||||||||||
| Assured Guaranty Re Ltd. (AG Re) | AA (stable) (7/8/22) | — | — | — | |||||||||||||||||||
| Assured Guaranty Re Overseas Ltd. (AGRO) | AA (stable) (7/8/22) | — | — | A+ (stable) (7/22/22) | |||||||||||||||||||
| Assured Guaranty UK Limited (AGUK) | AA (stable) (7/8/22) | AA+ (stable) (10/21/22) | A1 (stable) (3/18/22) | — | |||||||||||||||||||
| Assured Guaranty (Europe) SA (AGE) | AA (stable) (7/8/22) | AA+ (stable) (10/21/22) | — | — | |||||||||||||||||||
____________________
(1) AGC requested that Moody’s withdraw its financial strength ratings of AGC in January 2017, but Moody’s denied that request. Moody's rates AGC A2 (stable).
Ratings are subject to continuous rating agency review and revision or withdrawal at any time. In addition, the Company periodically assesses the value of each rating assigned to each of its companies, and as a result of such assessment may request that a rating agency add or drop a rating from certain of its companies. There can be no assurance that any of the rating agencies will not take negative action on the financial strength ratings (or similar ratings) of AGL’s insurance subsidiaries in the future or cease to rate one or more of AGL’s insurance subsidiaries, either voluntarily or at the request of that subsidiary.
For a discussion of the effects of rating actions on the Company beyond potential effects on the demand for its insurance products, see “— Liquidity and Capital Resources — Insurance Subsidiaries” section below.
Asset Management Segment Results
Asset Management Segment Results
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Segment revenues | |||||||||||
| Management fees (1) | 17 | 21 | |||||||||
| Performance fees | 20 | 16 | |||||||||
| Foreign exchange gains (losses) on remeasurement and other income (loss) | 4 | 2 | |||||||||
| Total segment revenues | 41 | 39 | |||||||||
| Segment expenses | |||||||||||
| Employee compensation and benefit expenses | 34 | 29 | |||||||||
| Other operating expenses (1) (2) | 8 | 10 | |||||||||
| Total segment expenses | 42 | 39 | |||||||||
| Segment adjusted operating income (loss) before income taxes | (1) | — | |||||||||
| Less: Provision (benefit) for income taxes | — | — | |||||||||
| Segment adjusted operating income (loss) | $ | (1) | $ | — | |||||||
_____________________
(1) The Asset Management segment presents reimbursable fund expenses netted in other operating expenses, whereas on the condensed consolidated statement of operations such reimbursable expenses are shown gross as revenues.
(2) Includes amortization of intangible assets of $2 million for first quarter 2023 and $3 million for first quarter 2022.
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Management and Performance Fees
Management fees are generated by CLOs, opportunity funds, liquid strategies and certain of the wind-down funds. CLO fees are the net management fees that AssuredIM retains after rebating the portion of these fees that pertains to the CLO Equity that is held directly by AssuredIM Funds. Management fees from opportunity funds and liquid strategies include funds that were launched since the BlueMountain Acquisition in which the Insurance segment’s U.S. Insurance Subsidiaries invest as well as with two previously established opportunity funds in their harvest periods. The Company also generates fees from legacy hedge and opportunity funds now subject to an orderly wind-down.
Management Fees
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| CLOs | $ | 12 | $ | 12 | |||||||
| Opportunity funds and liquid strategies | 5 | 8 | |||||||||
| Wind-down funds | — | 1 | |||||||||
| Total management fees | $ | 17 | $ | 21 | |||||||
Performance fees and related compensation expenses in first quarter 2023 and first quarter 2022 related to tax distributions from the healthcare and asset-based funds.
Assets Under Management
The Company uses AUM as a metric to measure progress in its Asset Management segment. Management fee revenue is based on a variety of factors and is not perfectly correlated with AUM. However, the Company believes that AUM is a useful metric for assessing the relative size and scope of the Company’s asset management business. Investors also use AUM to evaluate companies that participate in the asset management business. AUM refers to the assets managed, advised or serviced by the Asset Management segment and equals the sum of the following:
•the amount of aggregate collateral balance and principal cash of AssuredIM’s CLOs, including CLO Equity that may be held by AssuredIM Funds. This also includes CLO assets managed by BlueMountain Fuji Management, LLC (BM Fuji), which was sold to a third party in the second quarter of 2021. AssuredIM is not the investment manager of BM Fuji-advised CLOs, but following the sale, AssuredIM sub-advises and continues to provide personnel and other services to BM Fuji associated with the management of BM Fuji-advised CLOs pursuant to a sub-advisory agreement and a personnel and services agreement, consistent with past practices; and
•the net asset value of all funds and accounts other than CLOs, plus any unfunded commitments. Changes in NAV attributable to movements in fund value of certain private equity funds are reported on a quarter lag.
The Company’s calculation of AUM may differ from the calculation employed by other investment managers and, as a result, this measure may not be directly comparable to similar measures presented by other investment managers. The calculation also differs from the manner in which AssuredIM affiliates registered with the U.S. Securities and Exchange Commission (SEC) report “Regulatory Assets Under Management” on Form ADV and Form PF in various ways.
The Company also uses several other measurements of AUM to understand and measure its AUM in more detail and for various purposes, including its relative position in the market and its income and income potential:
“Third-party AUM” refers to the assets AssuredIM manages or advises on behalf of third-party investors. This includes current and former employee investments in AssuredIM Funds. For CLOs, this also includes CLO Equity that may be held by AssuredIM Funds.
“Intercompany AUM” refers to the assets AssuredIM manages or advises on behalf of the Company. This includes investments from affiliates of Assured Guaranty along with general partners’ investments of AssuredIM (or its affiliates) into the AssuredIM Funds.
“Funded AUM” refers to assets that have been deployed or invested into the funds or CLOs.
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“Unfunded AUM” refers to unfunded capital commitments from closed-end funds and CLO warehouse funds.
“Fee earning AUM” refers to assets where AssuredIM collects fees and has elected not to waive or rebate fees to investors.
“Non-fee earning AUM” refers to assets where AssuredIM does not collect fees or has elected to waive or rebate fees to investors. AssuredIM reserves the right to waive some or all fees for certain investors, including investors affiliated with AssuredIM and/or the Company. Further, to the extent that the Company’s wind-down and/or opportunity funds are invested in AssuredIM managed CLOs, AssuredIM may rebate any management fees and/or performance fees earned from the CLOs to the extent such fees are attributable to the wind-down and opportunity funds’ holdings of CLOs also managed by AssuredIM.
Roll Forward of Assets Under Management
First Quarter 2023
| CLOs | Opportunity Funds (1) | Liquid Strategies | Wind-Down Funds | Total | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| AUM, December 31, 2022 | $ | 15,150 | $ | 1,884 | $ | 248 | $ | 182 | $ | 17,464 | |||||||||||||||||||
| Inflows - third party | — | 1 | — | — | 1 | ||||||||||||||||||||||||
| Inflows - intercompany | — | — | — | — | — | ||||||||||||||||||||||||
| Outflows: | |||||||||||||||||||||||||||||
| Redemptions | — | — | — | — | — | ||||||||||||||||||||||||
| Distributions | (64) | (133) | — | (48) | (245) | ||||||||||||||||||||||||
| Total outflows | (64) | (133) | — | (48) | (245) | ||||||||||||||||||||||||
| Net flows | (64) | (132) | — | (48) | (244) | ||||||||||||||||||||||||
| Change in value | 54 | 24 | 5 | (1) | 82 | ||||||||||||||||||||||||
AUM, March 31, 2023 | $ | 15,140 | $ | 1,776 | $ | 253 | $ | 133 | $ | 17,302 | |||||||||||||||||||
_____________________
(1) As of March 31, 2023, AUM related to the AssuredIM Funds created prior to BlueMountain Acquisition was $67 million.
Roll Forward of Assets Under Management
First Quarter 2022
| CLOs | Opportunity Funds | Liquid Strategies | Wind-Down Funds | Total | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| AUM, December 31, 2021 | $ | 14,699 | $ | 1,824 | $ | 389 | $ | 582 | $ | 17,494 | |||||||||||||||||||
| Inflows - third party | — | 91 | — | — | 91 | ||||||||||||||||||||||||
| Inflows - intercompany | — | — | — | — | — | ||||||||||||||||||||||||
| Outflows: | |||||||||||||||||||||||||||||
| Redemptions | — | — | — | — | — | ||||||||||||||||||||||||
| Distributions | (335) | (104) | — | (135) | (574) | ||||||||||||||||||||||||
| Total outflows | (335) | (104) | — | (135) | (574) | ||||||||||||||||||||||||
| Net flows | (335) | (13) | — | (135) | (483) | ||||||||||||||||||||||||
| Change in value | (82) | 63 | (14) | 12 | (21) | ||||||||||||||||||||||||
AUM, March 31, 2022 | $ | 14,282 | $ | 1,874 | $ | 375 | $ | 459 | $ | 16,990 | |||||||||||||||||||
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Components of Assets Under Management
| CLOs (1) | Opportunity Funds | Liquid Strategies | Wind-Down Funds | Total | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
As of March 31, 2023: | |||||||||||||||||||||||||||||
| Funded AUM | $ | 15,008 | $ | 1,112 | $ | 253 | $ | 111 | $ | 16,484 | |||||||||||||||||||
| Unfunded AUM | 132 | 664 | — | 22 | 818 | ||||||||||||||||||||||||
| Fee-earning AUM | $ | 14,801 | $ | 1,526 | $ | 253 | $ | 77 | $ | 16,657 | |||||||||||||||||||
| Non-fee earning AUM | 339 | 250 | — | 56 | 645 | ||||||||||||||||||||||||
| Intercompany AUM | |||||||||||||||||||||||||||||
| Funded AUM | $ | 548 | $ | 164 | $ | 253 | $ | — | $ | 965 | |||||||||||||||||||
| Unfunded AUM | 132 | 115 | — | — | 247 | ||||||||||||||||||||||||
As of December 31, 2022: | |||||||||||||||||||||||||||||
| Funded AUM | $ | 15,047 | $ | 1,217 | $ | 248 | $ | 160 | $ | 16,672 | |||||||||||||||||||
| Unfunded AUM | 103 | 667 | — | 22 | 792 | ||||||||||||||||||||||||
| Fee-earning AUM | $ | 14,820 | $ | 1,640 | $ | 248 | $ | 87 | $ | 16,795 | |||||||||||||||||||
| Non-fee earning AUM | 330 | 244 | — | 95 | 669 | ||||||||||||||||||||||||
| Intercompany AUM | |||||||||||||||||||||||||||||
| Funded AUM | $ | 582 | $ | 192 | $ | 248 | $ | — | $ | 1,022 | |||||||||||||||||||
| Unfunded AUM | 103 | 115 | — | — | 218 | ||||||||||||||||||||||||
_____________________
(1) CLO AUM includes CLO Equity that is held by AssuredIM Funds. This CLO Equity corresponds to the majority of the non-fee earning CLO AUM, as AssuredIM typically rebates the CLO fees back to AssuredIM Funds.
Corporate Division Results
Corporate Division Results
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| Revenues | 2 | 1 | |||||||||
| Expenses | |||||||||||
| Interest expense | 23 | 21 | |||||||||
| Employee compensation and benefit expenses | 9 | 6 | |||||||||
| Other operating expenses | 16 | 7 | |||||||||
| Total expenses | 48 | 34 | |||||||||
| Equity in earnings (losses) of investees | — | — | |||||||||
| Adjusted operating income (loss) before income taxes | (46) | (33) | |||||||||
| Less: Provision (benefit) for income taxes | (2) | — | |||||||||
| Adjusted operating income (loss) | $ | (44) | $ | (33) | |||||||
Corporate division interest expense primarily relates to debt issued by the U.S. Holding Companies, and also includes intersegment interest expense of $2 million in both first quarter 2023 and first quarter 2022, related primarily to the $250 million AGUS debt issued to the U.S. Insurance Subsidiaries, which was borrowed in October 2019 in connection with the BlueMountain Acquisition.
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Corporate division employee compensation and benefits expenses are an allocation of expenses based on time studies and represent the costs incurred and time spent on holding company activities, capital management, corporate oversight and governance including Board of Director expenses, legal fees and other direct or allocated expenses. In first quarter 2023, operating expenses also include expenses related to the Sound Point Transaction, and a higher charge for value added taxes.
Other (Effect of Consolidating FG VIEs and CIVs)
The effect of consolidating FG VIEs and CIVs, intersegment eliminations and reclassifications of reimbursable fund expenses to revenue are presented in “other.” See Item 1, Financial Statements, Note 2, Segment Information.
The types of entities the Company consolidates when it is deemed to be the primary beneficiary primarily include: (i) entities whose debt obligations the insurance subsidiaries insure; (ii) custodial trusts established in connection with the consummation of the 2022 Puerto Rico Resolutions; and (iii) investment vehicles such as collateralized financing entities, CLO warehouses and AssuredIM Funds. The Company eliminates the effects of intercompany transactions between its FG VIEs and CIVs, and its insurance and asset management subsidiaries, as well as intercompany transactions between CIVs.
Consolidating FG VIEs (as opposed to accounting for the related insurance contracts in the Insurance segment), has a significant gross-up effect on the consolidated financial statements, and includes: (i) the establishment of the FG VIEs’ assets and liabilities and related changes in fair value on the condensed consolidated financial statements; (ii) eliminating the premiums and losses associated with the financial guaranty insurance contracts between the insurance subsidiaries and the FG VIEs; and (iii) eliminating the investment balances associated with the insurance subsidiaries’ purchases of the debt obligations of the FG VIEs.
Consolidating CIVs (as opposed to accounting for them as equity method investments) has a significant effect on assets, liabilities and cash flows, and includes: (i) the establishment of the assets and liabilities of the CIVs, and related changes in fair value; (ii) eliminating the asset management fees earned by AssuredIM from the CIVs; (iii) eliminating the equity method investments of the insurance subsidiaries and related equity in earnings (losses) of investees; and (iv) establishing noncontrolling interest for amounts not owned by the Company. The economic effect of the U.S Insurance Subsidiaries’ ownership interests in CIVs is presented in the Insurance segment as equity in earnings (losses) of investees, while the effect of CIVs is presented as separate line items (“assets of CIVs,” “liabilities of CIVs,” and redeemable and non-redeemable noncontrolling interest) on a consolidated basis.
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The table below reflects the effect of consolidating FG VIEs and CIVs on the condensed consolidated statements of operations. The amounts represent: (i) the revenues and expenses of the FG VIEs and the CIVs; and (ii) the consolidation adjustments and eliminations between consolidated FG VIEs or CIVs and the operating and investment subsidiaries.
Effect of Consolidating FG VIEs and CIVs on the Condensed Consolidated Statements of Operations
Increase (Decrease)
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| Effect on Financial Statement Line Item | (in millions) | ||||||||||
| Fair value gains (losses) on FG VIEs (1) | $ | (5) | $ | 6 | |||||||
| Fair value gains (losses) on CIVs | 58 | 14 | |||||||||
| Equity in earnings (losses) of investees (2) | (28) | (10) | |||||||||
| Other (3) | (14) | (11) | |||||||||
| Effect on income before tax | 11 | (1) | |||||||||
| Less: Tax provision (benefit) | (1) | — | |||||||||
| Effect on net income (loss) | 12 | (1) | |||||||||
| Less: Effect on noncontrolling interests (4) | 16 | 9 | |||||||||
| Effect on net income (loss) attributable to AGL | $ | (4) | $ | (10) | |||||||
| By Type of VIE | |||||||||||
| FG VIEs | $ | (2) | $ | 2 | |||||||
| CIVs | (2) | (12) | |||||||||
| Effect on net income (loss) attributable to AGL | $ | (4) | $ | (10) | |||||||
____________________
(1) Changes in fair value of the FG VIEs’ assets and liabilities that are attributable to factors other than (i) changes in the Company’s own credit risk on FG VIE liabilities with recourse, and (ii) unrealized gains and losses on available-for-sale fixed maturity securities.
(2) Represents the elimination of the equity in earnings (losses) of investees of AGAS and the other subsidiaries’ investments in the consolidated AssuredIM Funds.
(3) Includes net earned premiums, net investment income, asset management fees, foreign exchange gains (losses) on remeasurement, other income (loss), loss and LAE (benefit) and other operating expenses.
(4) Represents the proportion of consolidated AssuredIM Funds’ income that is not attributable to AGAS’ or any other subsidiaries’ ownership interest.
Reconciliation to GAAP
Reconciliation of Net Income (Loss) Attributable to AGL
to Adjusted Operating Income (Loss)
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Net income (loss) attributable to AGL | $ | 81 | $ | 66 | |||||||
| Less pre-tax adjustments: | |||||||||||
| Realized gains (losses) on investments | (2) | 3 | |||||||||
| Non-credit impairment-related unrealized fair value gains (losses) on credit derivatives | 13 | (3) | |||||||||
| Fair value gains (losses) on CCS | (16) | 1 | |||||||||
| Foreign exchange gains (losses) on remeasurement of premiums receivable and loss and LAE reserves | 20 | (29) | |||||||||
| Total pre-tax adjustments | 15 | (28) | |||||||||
| Less tax effect on pre-tax adjustments | (2) | 4 | |||||||||
| Adjusted operating income (loss) | $ | 68 | $ | 90 | |||||||
| Gain (loss) related to FG VIE and CIV consolidation (net of tax provision (benefit) of $(1) and $0) included in adjusted operating income | $ | (4) | $ | (10) | |||||||
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Net Realized Investment Gains (Losses)
The table below presents the components of net realized investment gains (losses).
Net Realized Investment Gains (Losses)
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Gross realized gains on sales of available-for-sale securities | $ | 12 | $ | — | |||||||
| Gross realized losses on sales of available-for-sale securities | (9) | (2) | |||||||||
| Change in allowance for credit losses and intent to sell | (5) | (5) | |||||||||
| Other net realized gains (losses) | — | 10 | |||||||||
| Net realized investment gains (losses) | $ | (2) | $ | 3 | |||||||
Gross realized gains on sales of available-for-sale securities in first quarter 2023 were primarily attributable to sales of New Recovery Bonds received pursuant to the 2022 Puerto Rico Resolutions. Gross realized losses on sales of available-for-sale securities in first quarter 2023 were primarily attributable to sales in externally managed portfolio and of New Recovery Bonds received pursuant to the 2022 Puerto Rico Resolutions. Other net realized gains in first quarter 2022 related primarily to the sale of one of the Company’s alternative investments.
Non-Credit Impairment-Related Unrealized Fair Value Gains (Losses) on Credit Derivatives
Changes in the fair value of credit derivatives occur because of changes in the Company’s own credit rating and credit spreads, collateral credit spreads, notional amounts, credit ratings of the referenced entities, expected terms, realized gains (losses) and other settlements, interest rates and other market factors. The components of changes in fair value of credit derivatives related to credit derivative revenues and changes in expected losses are included in Insurance segment results. Non-credit impairment-related changes in unrealized fair value gains and losses on credit derivatives are not included in the Insurance segment measure of adjusted operating income because they do not represent actual claims or losses and are expected to reverse to zero as the exposure approaches its maturity date. Changes in the fair value of the Company’s credit derivatives that do not reflect actual or expected claims or credit losses have no impact on the Company’s statutory claims-paying resources, rating agency capital or regulatory capital positions. Unrealized gains (losses) on credit derivatives may fluctuate significantly in future periods.
The impact of changes in credit spreads will vary based upon the volume, tenor, interest rates and other market conditions at the time fair values are determined. In addition, since each transaction has unique collateral and structural terms, the underlying change in fair value of each transaction may vary considerably. The fair value of credit derivative contracts also reflects the change in the Company’s own credit cost based on the price to purchase credit protection on AGC. Due to the relatively low volume and characteristics of CDS contracts remaining in AGM’s portfolio, changes in AGM’s credit spreads do not significantly affect the fair value of these CDS contracts. The Company determines its own credit risk based on quoted CDS prices traded on AGC at each balance sheet date. Generally, a widening of credit spreads of the underlying obligations results in unrealized losses and the tightening of credit spreads of the underlying obligations results in unrealized gains. A widening of the CDS prices traded on AGC has an effect of offsetting unrealized losses that result from widening general market credit spreads, while a narrowing of the CDS prices traded on AGC has an effect of offsetting unrealized gains that result from narrowing general market credit spreads.
The valuation of the Company’s credit derivative contracts requires the use of models that contain significant, unobservable inputs and are classified as Level 3 in the fair value hierarchy. The models used to determine fair value are primarily developed internally based on market conventions for similar transactions that the Company observed in the past. There has been very limited new issuance activity in this market since 2009 and, as of March 31, 2023, market prices for the Company’s credit derivative contracts were generally not available. Inputs to the estimate of fair value include various market indices, credit spreads, the Company’s own credit spread and estimated contractual payments. See Item 1, Financial Statements, Note 9, Fair Value Measurement, for additional information.
During first quarter 2023, non-credit impairment-related unrealized fair value gains were generated primarily as a result of the increased cost to buy protection on AGC, as the market cost of AGC’s credit protection increased during the period. For those CDS transactions that were pricing at or above their floor levels, when the cost of purchasing CDS protection
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on AGC, which management refers to as the CDS spread on AGC, increased, the implied spreads that the Company (or another comparable entity) would expect to receive on these transactions decreased.
First quarter 2022 non-credit impairment-related unrealized fair value losses were generated primarily as a result of increases in the credit spread of underlying reference obligations, offset in part by the increased cost to buy protection on AGC, as the market cost of AGC’s protection increased during the period.
Sensitivity to Changes in Credit Spread
The following table summarizes the estimated change in fair value on the net balance of the Company’s credit derivative positions assuming an immediate shift in the net spreads assumed by the Company. The net spread is affected by the spread of the underlying collateral and the credit spreads on AGC.
Effect of Changes in Credit Spread
| As of March 31, 2023 | As of December 31, 2022 | |||||||||||||||||||||||||
| Credit Spreads (1) | Estimated Net Fair Value (Pre-Tax) | Estimated Change in Gain (Loss) (Pre-Tax) | Estimated Net Fair Value (Pre-Tax) | Estimated Change in Gain (Loss) (Pre-Tax) | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Increase of 25 bps | $ | (219) | $ | (71) | $ | (233) | $ | (71) | ||||||||||||||||||
| Base Scenario | (148) | — | (162) | — | ||||||||||||||||||||||
| Decrease of 25 bps | (87) | 61 | (99) | 63 | ||||||||||||||||||||||
| All transactions priced at floor | (27) | 121 | (27) | 135 | ||||||||||||||||||||||
____________________
(1)Includes the effects of spreads on both the underlying asset classes and the Company’s own credit spread.
Fair Value Gains (Losses) on CCS
Fair value losses on CCS in first quarter 2023 were primarily due to a tightening in market spreads. Fair value gains on CCS in first quarter 2022 were primarily due to a significant increase in London Interbank Offered Rate (LIBOR). Fair value gains (losses) of CCS are heavily affected by, and in part fluctuate with, changes in market spreads and interest rates, credit spreads and other market factors and are not expected to result in an economic gain or loss.
Foreign Exchange Gain (Loss) on Remeasurement
Foreign exchange gains and losses in all periods primarily relate to remeasurement of long-dated premiums receivable, for which the Company records the present value of future installment premiums, and are mainly due to changes in the exchange rate of the pound sterling and, to a lesser extent, the euro relative to the U.S. dollar. Foreign exchange gains (losses) on remeasurement of premiums receivable and loss and LAE reserves were gains of $20 million and losses of $29 million in first quarter 2023 and first quarter 2022, respectively. Approximately 73% and 74% of gross premiums receivable, net of commissions payable at March 31, 2023 and December 31, 2022, respectively,, are denominated in currencies other than the U.S. dollar, primarily the pound sterling and euro. Premiums on European infrastructure and structured finance transactions typically are paid, in whole or in part , on an installment basis, whereas premiums on U.S. public finance transactions are often paid upfront.
The following table presents the foreign exchange rates as of balance sheet dates.
Foreign Exchange Rates
U.S. Dollar Per Foreign Currency
| As of March 31, 2023 | As of December 31, 2022 | As of March 31, 2022 | As of December 31, 2021 | ||||||||||||||||||||
| Pound sterling | $1.234 | $1.208 | $1.314 | $1.353 | |||||||||||||||||||
| Euro | $1.084 | $1.071 | $1.107 | $1.137 | |||||||||||||||||||
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Non-GAAP Financial Measures
The Company discloses both: (a) financial measures determined in accordance with GAAP; and (b) financial measures not determined in accordance with GAAP (non-GAAP financial measures). Financial measures identified as non-GAAP should not be considered substitutes for GAAP financial measures. The primary limitation of non-GAAP financial measures is the potential lack of comparability to financial measures of other companies, whose definitions of non-GAAP financial measures may differ from those of the Company.
The Company believes its presentation of non-GAAP financial measures provides information that is necessary for analysts to calculate their estimates of Assured Guaranty’s financial results in their research reports on Assured Guaranty and for investors, analysts and the financial news media to evaluate Assured Guaranty’s financial results.
GAAP requires the Company to consolidate entities where it is deemed to be the primary beneficiary which include:
•FG VIEs, which the Company does not own and where its exposure is limited to its obligation under the financial guaranty insurance contract, and
•CIVs in which certain subsidiaries invest and which are managed by AssuredIM.
The Company discloses the effect of FG VIE and CIV consolidation that is embedded in each non-GAAP financial measure, as applicable. The Company believes this information may also be useful to analysts and investors evaluating Assured Guaranty’s financial results. In the case of both the consolidated FG VIEs and the CIVs, the economic effect on the Company of each of the consolidated FG VIEs and CIVs is reflected primarily in the results of the Insurance segment.
Management of the Company and AGL’s Board of Directors use non-GAAP financial measures further adjusted to remove the effect of FG VIE and CIV consolidation (which the Company refers to as its core financial measures), as well as GAAP financial measures and other factors, to evaluate the Company’s results of operations, financial condition and progress towards long-term goals. The Company uses core financial measures in its decision-making process for and in its calculation of certain components of management compensation. The financial measures that the Company uses to help determine compensation are: (1) adjusted operating income, further adjusted to remove the effect of FG VIE and CIV consolidation; (2) adjusted operating shareholders’ equity, further adjusted to remove the effect of FG VIE and CIV consolidation; (3) adjusted book value per share, further adjusted to remove the effect of FG VIE and CIV consolidation; and (4) PVP.
Management believes that many investors, analysts and financial news reporters use adjusted operating shareholders’ equity and/or adjusted book value, each further adjusted to remove the effect of FG VIE and CIV consolidation, as the principal financial measures for valuing AGL’s current share price or projected share price and also as the basis of their decision to recommend, buy or sell AGL’s common shares. Management also believes that many of the Company’s fixed income investors also use adjusted operating shareholders’ equity, further adjusted to remove the effect of FG VIE and CIV consolidation, to evaluate the Company’s capital adequacy.
Adjusted operating income, further adjusted for the effect of FG VIE and CIV consolidation enables investors and analysts to evaluate the Company’s financial results in comparison with the consensus analyst estimates distributed publicly by financial databases.
The following paragraphs define each non-GAAP financial measure disclosed by the Company and describe why it is useful. To the extent there is a directly comparable GAAP financial measure, a reconciliation of the non-GAAP financial measure and the most directly comparable GAAP financial measure is presented below.
Adjusted Operating Income
Management believes that adjusted operating income is a useful measure because it clarifies the understanding of the operating results of the Company. Adjusted operating income is defined as net income (loss) attributable to AGL, as reported under GAAP, adjusted for the following:
1) Elimination of realized gains (losses) on the Company’s investments, except for gains and losses on securities classified as trading. The timing of realized gains and losses, which depends largely on market credit cycles, can vary considerably across periods. The timing of sales is largely subject to the Company’s discretion and influenced by market opportunities, as well as the Company’s tax and capital profile.
2) Elimination of non-credit impairment-related unrealized fair value gains (losses) on credit derivatives that are recognized in net income, which is the amount of unrealized fair value gains (losses) in excess of the present
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value of the expected estimated economic credit losses, and non-economic payments. Such fair value adjustments are heavily affected by, and in part fluctuate with, changes in market interest rates, the Company’s credit spreads, and other market factors and are not expected to result in an economic gain or loss.
3) Elimination of fair value gains (losses) on the Company’s CCS that are recognized in net income. Such amounts are affected by changes in market interest rates, the Company’s credit spreads, price indications on the Company’s publicly traded debt and other market factors and are not expected to result in an economic gain or loss.
4) Elimination of foreign exchange gains (losses) on remeasurement of net premium receivables and loss and LAE reserves that are recognized in net income. Long-dated receivables and loss and LAE reserves represent the present value of future contractual or expected cash flows. Therefore, the current period’s foreign exchange remeasurement gains (losses) are not necessarily indicative of the total foreign exchange gains (losses) that the Company will ultimately recognize.
5) Elimination of the tax effects related to the above adjustments, which are determined by applying the statutory tax rate in each of the jurisdictions that generate these adjustments.
See “— Results of Operations — Reconciliation to GAAP”, for a reconciliation of net income (loss) attributable to AGL to adjusted operating income (loss).
Adjusted Operating Shareholders’ Equity and Adjusted Book Value
Management believes that adjusted operating shareholders’ equity is a useful measure because it excludes the fair value adjustments on investments, credit derivatives and CCS that are not expected to result in economic gain or loss.
Adjusted operating shareholders’ equity is defined as shareholders’ equity attributable to AGL, as reported under GAAP, adjusted for the following:
1) Elimination of non-credit impairment-related unrealized fair value gains (losses) on credit derivatives, which is the amount of unrealized fair value gains (losses) in excess of the present value of the expected estimated economic credit losses, and non-economic payments. Such fair value adjustments are heavily affected by, and in part fluctuate with, changes in market interest rates, credit spreads and other market factors and are not expected to result in an economic gain or loss.
2) Elimination of fair value gains (losses) on the Company’s CCS. Such amounts are affected by changes in market interest rates, the Company’s credit spreads, price indications on the Company’s publicly traded debt, and other market factors and are not expected to result in an economic gain or loss.
3) Elimination of unrealized gains (losses) on the Company’s investments that are recorded as a component of accumulated other comprehensive income (AOCI). The AOCI component of the fair value adjustment on the investment portfolio is not deemed economic because the Company generally holds these investments to maturity and therefore would not recognize an economic gain or loss.
4) Elimination of the tax effects related to the above adjustments, which are determined by applying the statutory tax rate in each of the jurisdictions that generate these adjustments.
Management uses adjusted book value, further adjusted for FG VIE and CIV consolidation, to measure the intrinsic value of the Company, excluding franchise value. Adjusted book value per share, further adjusted for FG VIE and CIV consolidation (core adjusted book value), is one of the key financial measures used in determining the amount of certain long-term compensation elements to management and employees and used by rating agencies and investors. Management believes that adjusted book value is a useful measure because it enables an evaluation of the Company’s in-force premiums and revenues net of expected losses. Adjusted book value is adjusted operating shareholders’ equity, as defined above, further adjusted for the following:
1) Elimination of deferred acquisition costs, net. These amounts represent net deferred expenses that have already been paid or accrued and will be expensed in future accounting periods.
2) Addition of the net present value of estimated net future revenue. See below.
100
3) Addition of the deferred premium revenue on financial guaranty contracts in excess of expected loss to be expensed, net of reinsurance. This amount represents the present value of the expected future net earned premiums, net of the present value of expected losses to be expensed, which are not reflected in GAAP equity.
4) Elimination of the tax effects related to the above adjustments, which are determined by applying the statutory tax rate in each of the jurisdictions that generate these adjustments.
The unearned premiums and revenues included in adjusted book value will be earned in future periods, but actual earnings may differ materially from the estimated amounts used in determining current adjusted book value due to changes in foreign exchange rates, prepayment speeds, terminations, credit defaults and other factors.
Reconciliation of Shareholders’ Equity Attributable to AGL
to Adjusted Operating Shareholders’ Equity and Adjusted Book Value
| As of March 31, 2023 | As of December 31, 2022 | ||||||||||||||||||||||
| After-Tax | Per Share | After-Tax | Per Share | ||||||||||||||||||||
| (dollars in millions, except share amounts) | |||||||||||||||||||||||
| Shareholders’ equity attributable to AGL | $ | 5,220 | $ | 88.07 | $ | 5,064 | $ | 85.80 | |||||||||||||||
| Less pre-tax adjustments: | |||||||||||||||||||||||
| Non-credit impairment-related unrealized fair value gains (losses) on credit derivatives | (59) | (0.99) | (71) | (1.21) | |||||||||||||||||||
| Fair value gains (losses) on CCS | 32 | 0.53 | 47 | 0.80 | |||||||||||||||||||
| Unrealized gain (loss) on investment portfolio | (413) | (6.97) | (523) | (8.86) | |||||||||||||||||||
| Less taxes | 54 | 0.92 | 68 | 1.15 | |||||||||||||||||||
| Adjusted operating shareholders’ equity | 5,606 | 94.58 | 5,543 | 93.92 | |||||||||||||||||||
| Pre-tax adjustments: | |||||||||||||||||||||||
| Less: Deferred acquisition costs | 151 | 2.55 | 147 | 2.48 | |||||||||||||||||||
| Plus: Net present value of estimated net future revenue | 196 | 3.30 | 157 | 2.66 | |||||||||||||||||||
| Plus: Net deferred premium revenue on financial guaranty contracts in excess of expected loss to be expensed | 3,436 | 57.97 | 3,428 | 58.10 | |||||||||||||||||||
| Plus taxes | (609) | (10.26) | (602) | (10.22) | |||||||||||||||||||
| Adjusted book value | $ | 8,478 | $ | 143.04 | 8,379 | 141.98 | |||||||||||||||||
| Gain (loss) related to FG VIE and CIV consolidation included in: | |||||||||||||||||||||||
| Adjusted operating shareholders’ equity (net of tax provision of $4 and $4) | $ | 13 | $ | 0.22 | $ | 17 | $ | 0.28 | |||||||||||||||
| Adjusted book value (net of tax provision of $3 and $3) | 8 | 0.15 | 11 | 0.19 | |||||||||||||||||||
Net Present Value of Estimated Net Future Revenue
Management believes that this amount is a useful measure because it enables an evaluation of the present value of estimated net future revenue for non-financial guaranty insurance contracts. This amount represents the net present value of estimated future revenue from these contracts (other than credit derivatives with net expected losses), net of reinsurance, ceding commissions and premium taxes.
Future installment premiums are discounted at the approximate average pre-tax book yield of fixed-maturity securities purchased during the prior calendar year, other than Loss Mitigation Securities. The discount rate is recalculated annually and updated as necessary. Net present value of estimated future revenue for an obligation may change from period to period due to a change in the discount rate or due to a change in estimated net future revenue for the obligation, which may change due to changes in foreign exchange rates, prepayment speeds, terminations, credit defaults or other factors that affect par outstanding or the ultimate maturity of an obligation. There is no corresponding GAAP financial measure.
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PVP or Present Value of New Business Production
Management believes that PVP is a useful measure because it enables the evaluation of the value of new business production in the Insurance segment by taking into account the value of estimated future installment premiums on all new contracts underwritten in a reporting period as well as additional installment premiums and fees on existing contracts (which may result from supplements or fees or from the issuer not calling an insured obligation the Company projected would be called), regardless of form, which management believes GAAP gross written premiums and changes in fair value of credit derivatives do not adequately measure. PVP in respect of contracts written in a specified period is defined as gross upfront and installment premiums received and the present value of gross estimated future installment premiums.
Future installment premiums are discounted at the approximate average pre-tax book yield of fixed-maturity securities purchased during the prior calendar year, other than certain fixed-maturity securities such as Loss Mitigation Securities. The discount rate is recalculated annually and updated as necessary. Under GAAP, financial guaranty installment premiums are discounted at a risk-free rate. Additionally, under GAAP, management records future installment premiums on financial guaranty insurance contracts covering non-homogeneous pools of assets based on the contractual term of the transaction, whereas for PVP purposes, management records an estimate of the future installment premiums the Company expects to receive, which may be based upon a shorter period of time than the contractual term of the transaction.
Actual installment premiums may differ from those estimated in the Company’s PVP calculation due to factors including, but not limited to, changes in foreign exchange rates, prepayment speeds, terminations, credit defaults, or other factors that affect par outstanding or the ultimate maturity of an obligation.
Reconciliation of GWP to PVP
| First Quarter 2023 | First Quarter 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Public Finance | Structured Finance | Public Finance | Structured Finance | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. | Non - U.S. | U.S. | Non - U.S. | Total | U.S. | Non - U.S. | U.S. | Non - U.S. | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| GWP | $ | 22 | $ | 36 | $ | 28 | $ | — | $ | 86 | $ | 49 | $ | 16 | $ | 5 | $ | — | $ | 70 | |||||||||||||||||||||||||||||||||||||||
| Less: Installment GWP and other GAAP adjustments (1) | 8 | 33 | 28 | — | 69 | — | 16 | 3 | — | 19 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Upfront GWP | 14 | 3 | — | — | 17 | 49 | — | 2 | — | 51 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Plus: Installment premiums and other (2) | 8 | 27 | 27 | 33 | 95 | — | 12 | — | 6 | 18 | |||||||||||||||||||||||||||||||||||||||||||||||||
| PVP | $ | 22 | $ | 30 | $ | 27 | $ | 33 | $ | 112 | $ | 49 | $ | 12 | $ | 2 | $ | 6 | $ | 69 | |||||||||||||||||||||||||||||||||||||||
___________________
(1) Includes the present value of new business on installment policies discounted at the prescribed GAAP discount rates, GWP adjustments on existing installment policies due to changes in assumptions and other GAAP adjustments.
(2) Includes the present value of future premiums and fees on new business paid in installments, discounted at the approximate average pre-tax book yield of fixed-maturity securities purchased during the prior calendar year, other than certain fixed-maturities such as Loss Mitigation Securities. This also includes the present value of future premiums and fees associated with other guaranties written by the Company that, under GAAP, are accounted for under Accounting Standards Codification (ASC) 460, Guarantees.
Insured Portfolio
Financial Guaranty Exposure
The following tables present information in respect of the financial guaranty insured portfolio to supplement the disclosures and discussion provided in Item 1, Financial Statements, Note 3, Outstanding Exposure.
The following table presents the financial guaranty portfolio by sector, net of cessions to reinsurers. It includes all financial guaranty contracts outstanding as of the dates presented, regardless of the form written (i.e., credit derivative form or traditional financial guaranty insurance form) or the applicable accounting model (i.e., insurance, derivative or FG VIE consolidation), along with each sector’s average rating.
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Financial Guaranty Portfolio
Net Par Outstanding and Average Internal Rating by Sector
| As of March 31, 2023 | As of December 31, 2022 | |||||||||||||||||||||||||
| Sector | Net Par Outstanding | Average Rating | Net Par Outstanding | Average Rating | ||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||
| Public finance: | ||||||||||||||||||||||||||
| U.S. public finance: | ||||||||||||||||||||||||||
| General obligation | $ | 72,562 | A- | $ | 71,868 | A- | ||||||||||||||||||||
| Tax backed | 32,798 | A- | 33,752 | A- | ||||||||||||||||||||||
| Municipal utilities | 27,009 | A- | 26,436 | A- | ||||||||||||||||||||||
| Transportation | 20,140 | A- | 19,688 | A- | ||||||||||||||||||||||
| Healthcare | 11,641 | BBB+ | 11,304 | BBB+ | ||||||||||||||||||||||
| Higher education | 7,318 | A- | 7,137 | A- | ||||||||||||||||||||||
| Infrastructure finance | 6,895 | A- | 6,955 | A- | ||||||||||||||||||||||
| Housing revenue | 959 | BBB- | 959 | BBB- | ||||||||||||||||||||||
| Investor-owned utilities | 331 | A- | 332 | A- | ||||||||||||||||||||||
| Renewable energy | 171 | A- | 180 | A- | ||||||||||||||||||||||
| Other public finance | 1,013 | BBB | 1,025 | BBB | ||||||||||||||||||||||
| Total U.S. public finance | 180,837 | A- | 179,636 | A- | ||||||||||||||||||||||
| Non-U.S public finance: | ||||||||||||||||||||||||||
| Regulated utilities | 18,604 | BBB+ | 17,855 | BBB+ | ||||||||||||||||||||||
| Infrastructure finance | 14,184 | BBB | 13,915 | BBB | ||||||||||||||||||||||
| Sovereign and sub-sovereign | 9,904 | A+ | 9,526 | A+ | ||||||||||||||||||||||
| Renewable energy | 2,114 | A- | 2,086 | A- | ||||||||||||||||||||||
| Pooled infrastructure | 1,103 | AAA | 1,081 | AAA | ||||||||||||||||||||||
| Total non-U.S. public finance | 45,909 | BBB+ | 44,463 | BBB+ | ||||||||||||||||||||||
| Total public finance | 226,746 | A- | 224,099 | A- | ||||||||||||||||||||||
| Structured finance: | ||||||||||||||||||||||||||
| U.S. structured finance: | ||||||||||||||||||||||||||
| Life insurance transactions | 4,378 | AA- | 3,879 | AA- | ||||||||||||||||||||||
| RMBS | 1,910 | BBB- | 1,956 | BBB- | ||||||||||||||||||||||
| Pooled corporate obligations | 617 | AAA | 625 | AAA | ||||||||||||||||||||||
| Financial products | 452 | AA- | 453 | AA- | ||||||||||||||||||||||
| Consumer receivables | 405 | A | 437 | A | ||||||||||||||||||||||
| Other structured finance | 898 | BBB+ | 878 | BBB+ | ||||||||||||||||||||||
| Total U.S. structured finance | 8,660 | A | 8,228 | A | ||||||||||||||||||||||
| Non-U.S. structured finance: | ||||||||||||||||||||||||||
| Pooled corporate obligations | 349 | AAA | 344 | AAA | ||||||||||||||||||||||
| RMBS | 262 | A- | 263 | A- | ||||||||||||||||||||||
| Other structured finance | 366 | AA- | 324 | AA- | ||||||||||||||||||||||
| Total non-U.S structured finance | 977 | AA | 931 | AA | ||||||||||||||||||||||
| Total structured finance | 9,637 | A | 9,159 | A | ||||||||||||||||||||||
| Total net par outstanding | $ | 236,383 | A- | $ | 233,258 | A- | ||||||||||||||||||||
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Second-to-pay insured par outstanding represents transactions the Company has insured that are already insured by another financial guaranty insurer and where the Company’s obligation to pay under its insurance of such transactions arises only if both the obligor on the underlying insured obligation and the primary financial guaranty insurer default. The Company underwrites such transactions based on the underlying insured obligation without regard to the primary financial guaranty insurer and internally rates the transaction the higher of the rating of the underlying obligation and the rating of the primary financial guarantor. The second-to-pay insured par outstanding as of both March 31, 2023 and December 31, 2022 was $4.3 billion. The par on second-to-pay exposure where the ratings of the primary financial guaranty insurer and underlying insured transaction were not investment grade was $16 million and $19 million as of March 31, 2023 and December 31, 2022, respectively.
Exposure to Puerto Rico
The Company had insured exposure to obligations of various authorities and public corporations of the Commonwealth of Puerto Rico (Puerto Rico or the Commonwealth) as well as its general obligation bonds aggregating $1.4 billion net par outstanding as of March 31, 2023, all of which was rated BIG. Beginning on January 1, 2016, a number of Puerto Rico exposures have defaulted on bond payments, and the Company has now paid claims on all of its Puerto Rico exposures except the Municipal Finance Agency (MFA), the Puerto Rico Aqueduct and Sewer Authority (PRASA), and the University of Puerto Rico (U of PR).
The following tables present information in respect of the Puerto Rico exposures to supplement the disclosures and discussions provided in Item 1, Financial Statements, Note 3, Outstanding Exposure.
Exposure to Puerto Rico by Company
As of March 31, 2023
| Net Par Outstanding | ||||||||||||||||||||||||||||||||||||||
| AGM | AGC | AG Re | Eliminations (1) | Total Net Par Outstanding | Gross Par Outstanding | |||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||
| Defaulted Puerto Rico Exposures | ||||||||||||||||||||||||||||||||||||||
| PREPA (2) | $ | 446 | $ | 69 | $ | 205 | $ | — | $ | 720 | $ | 730 | ||||||||||||||||||||||||||
| Total Defaulted | 446 | 69 | 205 | — | 720 | 730 | ||||||||||||||||||||||||||||||||
| Resolved Puerto Rico Exposures | ||||||||||||||||||||||||||||||||||||||
| PRHTA (Transportation revenue) (2) | 49 | 181 | 107 | (42) | 295 | 295 | ||||||||||||||||||||||||||||||||
| PRHTA (Highway revenue) (2) | 140 | 30 | 12 | — | 182 | 182 | ||||||||||||||||||||||||||||||||
| Commonwealth of Puerto Rico - GO (2) | — | 19 | 6 | — | 25 | 25 | ||||||||||||||||||||||||||||||||
| PBA (2) | 1 | 4 | — | (1) | 4 | 4 | ||||||||||||||||||||||||||||||||
| Total Resolved | 190 | 234 | 125 | (43) | 506 | 506 | ||||||||||||||||||||||||||||||||
| Other Puerto Rico Exposures | ||||||||||||||||||||||||||||||||||||||
| MFA (3) | 96 | 6 | 22 | — | 124 | 130 | ||||||||||||||||||||||||||||||||
| PRASA and U of PR (3) | — | 1 | — | — | 1 | 1 | ||||||||||||||||||||||||||||||||
| Total Other | 96 | 7 | 22 | — | 125 | 131 | ||||||||||||||||||||||||||||||||
| Total exposure to Puerto Rico | $ | 732 | $ | 310 | $ | 352 | $ | (43) | $ | 1,351 | $ | 1,367 | ||||||||||||||||||||||||||
___________________
(1) Net par outstanding eliminations relate to second-to-pay policies under which an Assured Guaranty insurance subsidiary guarantees an obligation already insured by another Assured Guaranty insurance subsidiary.
(2) Resolved pursuant to the 2022 Puerto Rico Resolutions. Consideration received under the GO/PBA and HTA Plans related to the remaining insured exposure is reported in FG VIE assets (see Item 1, Financial Statements, Note 8, Financial Guaranty Variable Interest Entities and Consolidated Investment Vehicles).
(3) All debt service on these insured exposures have been paid to date without any insurance claim being made on the Company.
104
The following tables show the scheduled amortization of the general obligation bonds of Puerto Rico and various obligations of its related authorities and public corporations insured by the Company. The Company guarantees payments of debt service when those amounts are scheduled to be paid and cannot be required to pay on an accelerated basis. In the event that obligors default on their obligations, the Company would only pay the shortfall between the debt service due in any given period and the amount paid by the obligors.
Amortization Schedule of Net Par of Puerto Rico
As of March 31, 2023
| Scheduled Net Par Amortization | |||||||||||||||||||||||||||||||||||
| 2023 (2Q) | 2023 (3Q) | 2023 (4Q) | 2024 | 2025 | 2026 | 2027 | 2028 - 2032 | 2033 - 2037 | 2038 - 2041 | Total | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Defaulted Puerto Rico Exposures | |||||||||||||||||||||||||||||||||||
| PREPA | $ | — | $ | 95 | $ | — | $ | 93 | $ | 68 | $ | 105 | $ | 105 | $ | 241 | $ | 13 | $ | — | $ | 720 | |||||||||||||
| Total Defaulted | — | 95 | — | 93 | 68 | 105 | 105 | 241 | 13 | — | 720 | ||||||||||||||||||||||||
| Resolved Puerto Rico Exposures | |||||||||||||||||||||||||||||||||||
| PRHTA (Transportation revenue) | — | 10 | — | — | 8 | 7 | — | 12 | 126 | 132 | 295 | ||||||||||||||||||||||||
| PRHTA (Highway revenue) | — | — | — | — | — | — | — | 81 | 101 | — | 182 | ||||||||||||||||||||||||
| Commonwealth of Puerto Rico - GO | — | — | — | — | — | 2 | 4 | 19 | — | — | 25 | ||||||||||||||||||||||||
| PBA | — | 2 | — | — | 2 | — | — | — | — | — | 4 | ||||||||||||||||||||||||
| Total Resolved | — | 12 | — | — | 10 | 9 | 4 | 112 | 227 | 132 | 506 | ||||||||||||||||||||||||
| Other Puerto Rico Exposures | |||||||||||||||||||||||||||||||||||
| MFA | — | 17 | — | 16 | 16 | 35 | 15 | 25 | — | — | 124 | ||||||||||||||||||||||||
| PRASA and U of PR | — | — | — | 1 | — | — | — | — | — | — | 1 | ||||||||||||||||||||||||
| Total Other Puerto Rico Exposures | — | 17 | — | 17 | 16 | 35 | 15 | 25 | — | — | 125 | ||||||||||||||||||||||||
| Total | $ | — | $ | 124 | $ | — | $ | 110 | $ | 94 | $ | 149 | $ | 124 | $ | 378 | $ | 240 | $ | 132 | $ | 1,351 | |||||||||||||
Amortization Schedule of Net Debt Service of Puerto Rico
As of March 31, 2023
| Scheduled Net Debt Service Amortization | |||||||||||||||||||||||||||||||||||
| 2023 (2Q) | 2023 (3Q) | 2023 (4Q) | 2024 | 2025 | 2026 | 2027 | 2028 - 2032 | 2033 - 2037 | 2038 - 2041 | Total | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Defaulted Puerto Rico Exposures | |||||||||||||||||||||||||||||||||||
| PREPA | $ | 3 | $ | 109 | $ | 3 | $ | 122 | $ | 92 | $ | 126 | $ | 122 | $ | 274 | $ | 14 | $ | — | $ | 865 | |||||||||||||
| Total Defaulted | 3 | 109 | 3 | 122 | 92 | 126 | 122 | 274 | 14 | — | 865 | ||||||||||||||||||||||||
| Resolved Puerto Rico Exposures | |||||||||||||||||||||||||||||||||||
| PRHTA (Transportation revenue) | — | 17 | — | 15 | 23 | 22 | 14 | 81 | 181 | 150 | 503 | ||||||||||||||||||||||||
| PRHTA (Highway revenue) | — | 5 | — | 9 | 9 | 10 | 10 | 124 | 116 | — | 283 | ||||||||||||||||||||||||
| Commonwealth of Puerto Rico - GO | — | 1 | — | 1 | 1 | 3 | 6 | 21 | — | — | 33 | ||||||||||||||||||||||||
| PBA | — | 2 | — | — | 3 | — | — | — | — | — | 5 | ||||||||||||||||||||||||
| Total Resolved | — | 25 | — | 25 | 36 | 35 | 30 | 226 | 297 | 150 | 824 | ||||||||||||||||||||||||
| Other Puerto Rico Exposures | |||||||||||||||||||||||||||||||||||
| MFA | — | 20 | — | 22 | 20 | 39 | 16 | 28 | — | — | 145 | ||||||||||||||||||||||||
| PRASA and U of PR | — | — | — | 1 | — | — | — | — | — | — | 1 | ||||||||||||||||||||||||
| Total Other Puerto Rico Exposures | — | 20 | — | 23 | 20 | 39 | 16 | 28 | — | — | 146 | ||||||||||||||||||||||||
| Total | $ | 3 | $ | 154 | $ | 3 | $ | 170 | $ | 148 | $ | 200 | $ | 168 | $ | 528 | $ | 311 | $ | 150 | $ | 1,835 | |||||||||||||
105
Financial Guaranty Exposure to U.S. RMBS
The following table presents information in respect of the U.S. RMBS exposures to supplement the disclosures and discussion provided in Item 1, Financial Statements, Note 3, Outstanding Exposure, and Note 4, Expected Loss to be Paid (Recovered). U.S. RMBS exposures represent 0.8% of the total net par outstanding, and BIG U.S. RMBS represent 16.8% of total BIG net par outstanding as of March 31, 2023.
Distribution of U.S. RMBS by Year Insured and Type of Exposure as of March 31, 2023
| Year insured: | Prime First Lien | Alt-A First Lien | Option ARMs | Subprime First Lien | Second Lien | Total Net Par Outstanding | ||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||
| 2004 and prior | $ | 9 | $ | 8 | $ | — | $ | 332 | $ | 12 | $ | 361 | ||||||||||||||||||||||||||
| 2005 | 22 | 119 | 15 | 182 | 50 | 388 | ||||||||||||||||||||||||||||||||
| 2006 | 24 | 25 | 1 | 41 | 105 | 196 | ||||||||||||||||||||||||||||||||
| 2007 | — | 191 | 16 | 582 | 145 | 934 | ||||||||||||||||||||||||||||||||
| 2008 | — | — | — | 31 | — | 31 | ||||||||||||||||||||||||||||||||
| Total exposures | $ | 55 | $ | 343 | $ | 32 | $ | 1,168 | $ | 312 | $ | 1,910 | ||||||||||||||||||||||||||
| Exposures rated BIG | $ | 34 | $ | 203 | $ | 15 | $ | 625 | $ | 111 | $ | 988 | ||||||||||||||||||||||||||
Liquidity and Capital Resources
AGL and its U.S. Holding Companies
AGL directly owns (i) AG Re, an insurance company domiciled in Bermuda; and (ii) AGUS, a U.S. holding company with public debt. AGUS directly owns: (i) AGC, an insurance company domiciled in Maryland; and (ii) AGMH, a U.S. holding company with public debt outstanding. AGMH directly owns AGM, an insurance subsidiary domiciled in New York. AGUS and AGMH are collectively referred to as the U.S. Holding Companies.
Sources and Uses of Funds
The liquidity of AGL and its U.S. Holding Companies is largely dependent on dividends from their operating subsidiaries (see Insurance Subsidiaries, Distributions from Insurance Subsidiaries below for a description of dividend restrictions) and their access to external financing. The operating liquidity requirements of AGL and the U.S. Holding Companies include:
•principal and interest on debt issued by AGUS and AGMH;
•dividends on AGL’s common shares; and
•the payment of operating expenses.
AGL and its U.S. Holding Companies may also require liquidity to:
•make capital investments in their operating subsidiaries;
•fund acquisitions of new businesses;
•purchase or redeem the Company’s outstanding debt; or
•repurchase AGL’s common shares pursuant to AGL’s share repurchase authorization.
In the ordinary course of business, the Company evaluates its liquidity needs and capital resources in light of holding company expenses and dividend policy, as well as rating agency considerations. The Company also subjects its cash flow projections and its assets to a stress test, maintaining a liquid asset balance of one and a half times its stressed operating company net cash flows. Management believes that AGL will have sufficient liquidity to satisfy its needs over the next twelve months. See “— Overview— Key Business Strategies, Capital Management” above for information on common share repurchases.
106
Long-Term Debt Obligations
The Company has outstanding long-term debt issued by the U.S. Holding Companies. See Part II, Item 8, Financial Statements and Supplementary Data, Note 12, Long-Term Debt and Credit Facilities, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and Guarantor and U.S. Holding Companies' Summarized Financial Information, below.
U.S. Holding Companies
Long-Term Debt and Intercompany Loans
| As of March 31, 2023 | As of December 31, 2022 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Effective Interest Rate | Final Maturity | Principal Amount | |||||||||||||||||||||
| AGUS - long-term debt | |||||||||||||||||||||||
| 7% Senior Notes | 6.40% | 2034 | $ | 200 | $ | 200 | |||||||||||||||||
| 5% Senior Notes | 5.00% | 2024 | 330 | 330 | |||||||||||||||||||
| 3.15% Senior Notes | 3.15% | 2031 | 500 | 500 | |||||||||||||||||||
| 3.6% Senior Notes | 3.60% | 2051 | 400 | 400 | |||||||||||||||||||
| Series A Enhanced Junior Subordinated Debentures | 3 month LIBOR +2.38% | 2066 | 150 | 150 | |||||||||||||||||||
| AGUS long-term debt | 1,580 | 1,580 | |||||||||||||||||||||
| AGUS - intercompany loans from: | |||||||||||||||||||||||
| AGC and AGM | 3.50% | 2030 | 250 | 250 | |||||||||||||||||||
| AGRO | 6 month LIBOR +3.00% | 2023 | 20 | 20 | |||||||||||||||||||
| AGUS intercompany loans | 270 | 270 | |||||||||||||||||||||
| Total AGUS long-term debt and intercompany loans | 1,850 | 1,850 | |||||||||||||||||||||
| AGMH | |||||||||||||||||||||||
| Junior Subordinated Debentures | 6.40% | 2066 | 300 | 300 | |||||||||||||||||||
| Total AGMH long-term debt | 300 | 300 | |||||||||||||||||||||
| AGMH’s long-term debt purchased by AGUS (1) | (154) | (154) | |||||||||||||||||||||
| U.S. Holding Company long-term debt | $ | 1,996 | $ | 1,996 | |||||||||||||||||||
____________________
(1) Represents principal amount of Junior Subordinated Debentures issued by AGMH that has been purchased by AGUS.
The Series A Enhanced Junior Subordinated Debentures pay interest based on LIBOR. If the AGMH Junior Subordinated Debentures are outstanding after December 15, 2036, then the principal amount of the outstanding debentures will bear interest at one-month LIBOR plus 2.215%. The Company believes that after June 2023 the reference to LIBOR will be replaced, by operation of law in accordance with federal legislation enacted in March 2022, with a rate based on SOFR.
From time to time, AGL and its subsidiaries have entered into intercompany loan facilities. For example, on October 25, 2013, AGL, as borrower, and AGUS, as lender, entered into a revolving credit facility pursuant to which AGL may, from time to time, borrow for general corporate purposes. Under the credit facility, AGUS committed to lend a principal amount not exceeding $225 million in the aggregate. The commitment under the revolving credit facility terminates on October 25, 2023 (the loan commitment termination date). The unpaid principal amount of each loan will bear semi-annual interest at a fixed rate equal to 100% of the then applicable interest rate as determined under Internal Revenue Code Section 1274(d). Accrued interest on all loans will be paid on the last day of each June and December and at maturity. AGL must repay the then unpaid principal amounts of the loans, if any, by the third anniversary of the loan commitment termination date. AGL has not drawn upon the credit facility.
For more information, see the Company’s 2022 Annual Report on Form 10-K, Part II. Item 8. Financial Statements and Supplementary Data, Note 12, Long-Term Debt and Credit Facilities.
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Guarantor and U.S. Holding Companies’ Summarized Financial Information
AGL fully and unconditionally guarantees the payment of the principal of, and interest on, the $1,430 million aggregate principal amount of notes issued by the U.S. Holding Companies, and the $450 million aggregate principal amount of junior subordinated debentures issued by the U.S. Holding Companies, and the intercompany loans. The following tables include summarized financial information for AGL and the U.S. Holding Companies, excluding their investments in subsidiaries.
| As of March 31, 2023 | |||||||||||
| AGL | U.S. Holding Companies | ||||||||||
| (in millions) | |||||||||||
| Assets | |||||||||||
| Fixed-maturity securities (1) | $ | 21 | $ | 4 | |||||||
| Short-term investments, other invested assets and cash | 8 | 149 | |||||||||
| Receivables from affiliates (2) | 52 | — | |||||||||
| Other assets | 1 | 41 | |||||||||
| Liabilities | |||||||||||
| Long-term debt | — | 1,676 | |||||||||
| Loans payable to affiliates | — | 270 | |||||||||
| Payable to affiliates (2) | 19 | 9 | |||||||||
| Other liabilities | 10 | 73 | |||||||||
____________________
(1) As of March 31, 2023, weighted average durations of AGL’s and the U.S. Holding Companies’ fixed-maturity securities (excluding AGUS’s investment in AGMH’s debt) were 9.9 years and 4.4 years, respectively.
(2) Represents receivable and payables with non-guarantor subsidiaries.
| First Quarter 2023 | |||||||||||
| AGL | U.S. Holding Companies | ||||||||||
| (in millions) | |||||||||||
| Revenues | $ | — | 2 | ||||||||
| Expenses | |||||||||||
| Interest expense | — | 23 | |||||||||
| Other expenses | 17 | 7 | |||||||||
| Income (loss) before provision for income taxes and equity in earnings (losses) of investees | (17) | (28) | |||||||||
| Net income (loss) | (17) | (25) | |||||||||
The following table presents significant cash flow items for AGL and the U.S. Holding Companies (other than investment income, operating expenses and taxes) related to distributions from subsidiaries and outflows for debt service, dividends and other capital management activities.
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AGL and U.S. Holding Companies
Selected Cash Flow Items
| First Quarter 2023 | |||||||||||
| AGL | U.S. Holding Companies | ||||||||||
| (in millions) | |||||||||||
| Dividends received from subsidiaries (1) | $ | 28 | $ | 60 | |||||||
| Interest paid | — | (10) | |||||||||
| Investments in subsidiaries | — | (12) | |||||||||
| Dividends paid to AGL | — | (28) | |||||||||
| Dividends paid | (18) | — | |||||||||
| Repurchases of common shares (2) | (2) | — | |||||||||
____________________
(1) AGL’s dividends include dividends from AGUS.
(2) See Item 1, Financial Statements, Note 13, Shareholders’ Equity, for additional information about share repurchases and authorizations.
Generally, dividends paid by a U.S. company to a Bermuda holding company are subject to a 30% withholding tax. After AGL became tax resident in the U.K., it became subject to the tax rules applicable to companies resident in the U.K., including the benefits afforded by the U.K.’s tax treaties. The income tax treaty between the U.K. and the U.S. reduces or eliminates the U.S. withholding tax on certain U.S. sourced investment income (to 5% or 0%), including dividends from U.S. subsidiaries to U.K. resident persons entitled to the benefits of the treaty.
For more information, see also Part II, Item 8. Financial Statements and Supplementary Data, Note 12, Long-Term Debt and Credit Facilities, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
External Financing
From time to time, AGL and its subsidiaries have sought external debt or equity financing in order to meet their obligations. External sources of financing may or may not be available to the Company and, if available, the cost of such financing may not be acceptable to the Company.
Insurance Subsidiaries
The Company has several insurance subsidiaries. The U.S. Insurance Subsidiaries consist of AGM and AGC. AGM owns: (i) AGUK, an insurance subsidiary domiciled in the U.K; and (ii) AGE, an insurance company domiciled in France. AGUK and AGE are collectively referred to as the European Insurance Subsidiaries. AG Re is an insurance company domiciled in Bermuda, which owns AGRO, an insurance subsidiary, also domiciled in Bermuda.
Sources and Uses of Funds
Liquidity of the insurance subsidiaries is primarily used to pay for:
•operating expenses,
•claims on the insured portfolio,
•dividends or other distributions to AGL, AGUS and/or AGMH, as applicable,
•reinsurance premiums,
•principal of, and interest on, surplus notes, where applicable, and
•capital investments in their own subsidiaries, where appropriate.
Management believes that the insurance subsidiaries’ liquidity needs for the next twelve months can be met from current cash, short-term investments and operating cash flow, including premium collections and coupon payments as well as scheduled maturities and paydowns from their respective investment portfolios, although the Company may enter into secured short-term loan facilities with financial institutions to provide short-term liquidity for the payment of insurance claims it anticipates making in connection with the future resolutions of other Puerto Rico exposures. The Company generally targets a balance of its most liquid assets including cash and short-term securities, U.S. Treasuries, agency RMBS and pre-refunded municipal bonds equal to 1.5 times its projected operating company cash flow needs over the next four quarters. As of
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March 31, 2023, the Company intended to hold and had the ability to hold securities in an unrealized loss position until the date of anticipated recovery of amortized cost.
Beyond the next twelve months, the ability of the operating subsidiaries to declare and pay dividends may be influenced by a variety of factors, including market conditions, general economic conditions, and, in the case of the Company’s insurance subsidiaries, insurance regulations and rating agency capital requirements.
Financial Guaranty Policies
Insurance policies issued provide, in general, that payments of principal, interest and other amounts insured may not be accelerated by the holder of the obligation. Amounts paid by the Company therefore are typically in accordance with the obligation’s original payment schedule, unless the Company accelerates such payment schedule, at its sole option. Premiums received on financial guaranty contracts are paid either upfront or in installments over the life of the insured obligations.
Payments made in settlement of the Company’s obligations arising from its insured portfolio may, and often do, vary significantly from year to year, depending primarily on the frequency and severity of payment defaults and whether the Company chooses to accelerate its payment obligations in order to mitigate future losses. For example, the Company made substantial claim payments in 2022 in connection with the resolution of certain Puerto Rico credits. The Company is continuing its efforts to resolve the one remaining unresolved Puerto Rico insured exposure that is in payment default, PREPA. The Company had $720 million net par outstanding to PREPA on March 31, 2023. As described in Item 1, Financial Statements, Note 3, Outstanding Exposure, in connection with the implementation of the GO/PBA Plan and the HTA Plan, certain insured bondholders elected to receive custody receipts that represent an interest in the legacy insurance policy plus cash, New Recovery Bonds and CVIs, as relevant, that constitute distributions under the GO/PBA Plan or HTA Plan. For those who made the election, distributions under the GO/PBA Plan and HTA Plan are immediately passed through to insured bondholders under the custody receipts to the extent of any cash or proceeds of new securities held in the custodial trust, and are applied to make payments and/or prepayments of amounts due under the legacy insured bonds. The Company’s insurance policy continues to guarantee principal and interest coming due on the legacy insured bonds in accordance with the terms of such insurance policy on the originally scheduled legacy bond interest and principal payment dates to the extent that distributions under the GO/PBA Plan or HTA Plan, as applicable, are insufficient to pay or prepay such amounts after giving effect to the distributions described in the immediately preceding sentence. In the case of insured bondholders who elected to receive custody receipts, the Company retains the right to satisfy its obligations under the insurance policy with respect to the related legacy insured bonds at any time thereafter, with 30 days’ notice, by paying 100% of the then outstanding principal amount of insured bonds plus accrued interest. As of March 31, 2023, the Company’s remaining net par outstanding for HTA and GO/PBA Puerto Rico exposures was $506 million, which consisted of bonds where the holders elected to receive custody receipts and exposures assumed from third-party financial guarantors.
In connection with the acquisition of AGMH, AGM agreed to retain the risks relating to the debt and strip policy portions of the leveraged lease business. In a leveraged lease transaction, a tax-exempt entity (such as a transit agency) transfers tax benefits to a tax-paying entity by transferring ownership of a depreciable asset, such as subway cars. The tax-exempt entity then leases the asset back from its new owner.
If the lease is terminated early, the tax-exempt entity must make an early termination payment to the lessor. A portion of this early termination payment is funded from monies that were pre-funded and invested at the closing of the leveraged lease transaction (along with earnings on those invested funds). The tax-exempt entity is obligated to pay the remaining, unfunded portion of this early termination payment (known as the strip coverage) from its own sources. AGM issued financial guaranty insurance policies (known as strip policies) that guaranteed the payment of these unfunded strip coverage amounts to the lessor, in the event that a tax-exempt entity defaulted on its obligation to pay this portion of its early termination payment. Following such events, AGM can then seek reimbursement of its strip policy payments from the tax-exempt entity, and can also sell the transferred depreciable asset and reimburse itself from the sale proceeds.
Currently, all the leveraged lease transactions in which AGM acts as strip coverage provider are breaching a rating trigger related to AGM and are subject to early termination. However, early termination of a lease does not result in a draw on the AGM policy if the tax-exempt entity makes the required termination payment. If all the leases were to terminate early and the tax-exempt entities did not make the required early termination payments, then AGM would be exposed to possible liquidity claims on gross exposure of approximately $404 million as of March 31, 2023. To date, none of the leveraged lease transactions that involve AGM has experienced an early termination due to a lease default and a claim on the AGM policy. As of March 31, 2023, approximately $1.9 billion of cumulative strip par exposure had been terminated since 2008 on a consensual basis. The consensual terminations have resulted in no claims on AGM.
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The terms of the Company’s CDS contracts generally are modified from standard CDS contract forms approved by International Swaps and Derivatives Association, Inc. in order to provide for payments on a scheduled “pay-as-you-go” basis and to replicate the terms of a traditional financial guaranty insurance policy. The documentation for certain CDS were negotiated to require the Company to also pay if the obligor becomes bankrupt or if the reference obligation were restructured. Furthermore, some CDS documentation requires the Company to make a payment due to an event that is unrelated to the performance of the obligation referenced in the credit derivative. If events of default or termination events specified in the credit derivative documentation were to occur, the Company may be required to make a cash termination payment to its swap counterparty upon such termination. Any such payment would probably occur prior to the maturity of the reference obligation and be in an amount larger than the amount due for that period on a “pay-as-you-go” basis.
Distributions From Insurance Subsidiaries
The Company anticipates that, for the next twelve months, amounts paid by AGL’s direct and indirect insurance subsidiaries as dividends or other distributions will be a major source of the holding companies’ liquidity. The insurance subsidiaries’ ability to pay dividends depends upon their financial condition, results of operations, cash requirements, other potential uses for such funds, and compliance with rating agency requirements, and is also subject to restrictions contained in the insurance laws and related regulations of their states of domicile. For more information, see Part II, Item 8, Financial Statements and Supplementary Data, Note 15, Insurance Company Regulatory Requirements, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for a complete discussion of the Company’s dividend restrictions applicable to AGC, AGM, AG Re and AGRO.
Dividend restrictions by insurance subsidiary are as follows:
•The maximum amount available during 2023 for AGM (a subsidiary of AGMH) to distribute as dividends without regulatory approval is estimated to be approximately $193 million, of which approximately none is available for distribution in the second quarter of 2023.
•The maximum amount available during 2023 for AGC (a subsidiary of AGUS) to distribute as ordinary dividends is approximately $102 million, of which approximately $24 million is available for distribution in the second quarter of 2023.
•Based on the applicable law and regulations, in 2023 AG Re (a subsidiary of AGL) has the capacity to (i) make capital distributions in an aggregate amount up to $129 million without the prior approval of the Bermuda Monetary Authority (the Authority) and (ii) declare and pay dividends in an aggregate amount up to approximately $209 million as of March 31, 2023. Such dividend capacity is further limited by (i) the actual amount of AG Re’s unencumbered assets, which amount changes from time to time due in part to collateral posting requirements and which was approximately $181 million as of March 31, 2023, and (ii) the amount of statutory surplus, which as of March 31, 2023 was $29 million.
•Based on the applicable law and regulations, in 2023 AGRO (an indirect subsidiary of AG Re) has the capacity to (i) make capital distributions in an aggregate amount up to $21 million without the prior approval of the Authority and (ii) declare and pay dividends in an aggregate amount up to approximately $98 million as of March 31, 2023. Such dividend capacity is further limited by (i) the actual amount of AGRO’s unencumbered assets, which amount changes from time to time due in part to collateral posting requirements and which was approximately $365 million as of March 31, 2023, and (ii) the amount of statutory surplus, which as of March 31, 2023 was $263 million.
Distributions From Insurance Company Subsidiaries
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Dividends paid by AGC to AGUS | $ | 20 | $ | 125 | |||||||
| Dividends paid by AGM to AGMH | 40 | 96 | |||||||||
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Ratings Impact on Financial Guaranty Business
A downgrade of one of AGL’s insurance subsidiaries may result in increased claims under financial guaranties issued by the Company if counterparties exercise contractual rights triggered by the downgrade against insured obligors, and the insured obligors are unable to pay. See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Insurance Subsidiaries, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Assumed Reinsurance
Some of the Company’s insurance subsidiaries (Assuming Subsidiaries) assumed financial guaranty insurance from legacy third-party bond insurers. The agreements under which such Assuming Subsidiaries assumed such business are generally subject to termination at the option of the ceding company (a) if the Assuming Subsidiary fails to meet certain financial and regulatory criteria; (b) if the Assuming Subsidiary fails to maintain a specified minimum financial strength rating; or (c) upon certain changes of control of the Assuming Subsidiary. Upon termination due to one of the above events, the Assuming Subsidiary typically would be required to return to the ceding company unearned premiums (net of ceding commissions) and loss reserves, calculated on a U.S. statutory basis, attributable to the assumed business (plus in certain cases, an additional required amount), after which the Assuming Subsidiary would be released from liability with respect to such business.
As of March 31, 2023, if each third-party company ceding business to an Assuming Subsidiary had a right to recapture such business, and chose to exercise such right, the aggregate amounts those subsidiaries could be required to pay to all such ceding companies would be approximately $266 million, including $233 million by AGC and $33 million by AG Re.
Committed Capital Securities
Each of AGC and AGM have entered into put agreements with four separate custodial trusts allowing each of AGC and AGM, respectively, to issue an aggregate of $200 million of non-cumulative redeemable perpetual preferred securities to the trusts in exchange for cash. Each custodial trust was created for the primary purpose of issuing $50 million face amount of CCS, investing the proceeds in high-quality assets and entering into put options with AGC or AGM, as applicable. The Company is not the primary beneficiary of the trusts and therefore the trusts are not consolidated in Assured Guaranty’s financial statements.
The trusts provide AGC and AGM access to new equity capital at their respective sole discretion through the exercise of the put options. Upon AGC’s or AGM’s exercise of its put option, the relevant trust will liquidate its portfolio of eligible assets and use the proceeds to purchase AGC or AGM preferred stock, as applicable. AGC or AGM may use the proceeds from its sale of preferred stock to the trusts for any purpose, including the payment of claims. The put agreements have no scheduled termination date or maturity. However, each put agreement will terminate if (subject to certain grace periods) specified events occur. Both AGC and AGM continue to have the ability to exercise their respective put options and cause the related trusts to purchase their preferred stock.
Prior to 2008 or 2007, the amounts paid on the CCS were established through an auction process. All of those auctions failed in 2008 or 2007, and the rates paid on the CCS increased to their respective maximums. The annualized rate on the AGC CCS is one-month LIBOR plus 250 bps, and the annualized rate on the AGM Committed Preferred Trust Securities is one-month LIBOR plus 200 bps. The Company believes that after June 2023 the reference to LIBOR in such CCS will be replaced, by operation of law in accordance with federal legislation enacted in March 2022, with a rate based on SOFR.
Investment Portfolio
The Company’s principal objectives in managing its investment portfolio are to support the highest possible ratings for each operating company, to manage investment risk within the context of the underlying portfolio of insurance risk, to maintain sufficient liquidity to cover unexpected stress in the insurance portfolio, and to maximize after-tax net investment income. Approximately 66% of the total investment portfolio is managed by external parties. Each of the three external investment managers must maintain a minimum average rating of A+/A1/A+ by S&P , Moody’s and Fitch Ratings Inc., respectively.
Changes in interest rates affect the value of the Company’s fixed-maturity securities. As interest rates fall, the fair value of fixed-maturity securities generally increases and as interest rates rise, the fair value of fixed-maturity securities generally decreases. The Company’s portfolio of fixed-maturity securities primarily consists of investment-grade, liquid instruments. Other invested assets include other alternative investments, which are generally less liquid. For more information about the Investment Portfolio and a detailed description of the Company’s valuation of investments, see Item 1, Financial
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Statements, Note 7, Investments, and Note 9, Fair Value Measurement.
Investment Portfolio
Carrying Value
| As of | |||||||||||
| March 31, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
| Fixed-maturity securities, available-for-sale (1) | $ | 6,869 | $ | 7,119 | |||||||
| Fixed-maturity securities, trading (2) | 300 | 303 | |||||||||
| Short-term investments | 1,273 | 810 | |||||||||
| Other invested assets | 140 | 133 | |||||||||
| Total | $ | 8,582 | $ | 8,365 | |||||||
____________________
(1) As of March 31, 2023 and December 31, 2022, includes $136 million and $358 million, respectively, of New Recovery Bonds received in connection with the consummation of the 2022 Puerto Rico Resolutions.
(2) Represents CVIs received under the 2022 Rico Resolutions.
The Company’s available-for-sale fixed-maturity securities had a duration of 4.1 years and 4.4 years as of March 31, 2023 and December 31, 2022, respectively.
Available-for-Sale Fixed-Maturity Securities By Contractual Maturity
The amortized cost and estimated fair value of the Company’s available-for-sale fixed-maturity securities, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Distribution of Available-for-Sale Fixed-Maturity Securities by Contractual Maturity
As of March 31, 2023
| Amortized Cost | Estimated Fair Value | ||||||||||
| (in millions) | |||||||||||
| Due within one year | $ | 289 | $ | 283 | |||||||
| Due after one year through five years | 1,636 | 1,531 | |||||||||
| Due after five years through 10 years | 1,720 | 1,636 | |||||||||
| Due after 10 years | 3,018 | 2,811 | |||||||||
| Mortgage-backed securities: | |||||||||||
| RMBS | 429 | 350 | |||||||||
| Commercial mortgage-backed securities | 267 | 258 | |||||||||
| Total | $ | 7,359 | $ | 6,869 | |||||||
Available-for-Sale and Trading Fixed-Maturity Securities By Rating
The following table summarizes the ratings distributions of the Company’s available-for-sale fixed-maturity securities as of March 31, 2023 and December 31, 2022. Ratings generally reflect the lower of Moody’s and S&P classifications, except for (i) Loss Mitigation Securities, which use Assured Guaranty’s internal ratings classifications, or (ii) Puerto Rico securities received under the 2022 Puerto Rico Resolutions, which are not rated.
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Distribution of Available-for-Sale Fixed-Maturity Securities by Rating
| As of | ||||||||||||||
| Rating | March 31, 2023 | December 31, 2022 | ||||||||||||
| AAA | 14.7 | % | 14.2 | % | ||||||||||
| AA | 37.9 | 37.1 | ||||||||||||
| A | 25.3 | 24.4 | ||||||||||||
| BBB | 11.7 | 11.0 | ||||||||||||
| BIG (1) | 7.5 | 7.4 | ||||||||||||
| Not rated (2) | 2.9 | 5.9 | ||||||||||||
| Total | 100.0 | % | 100.0 | % | ||||||||||
____________________
(1)Includes primarily Loss Mitigation Securities. See Item 1, Financial Statements, Note 7, Investments, for additional information.
(2)Primarily includes New Recovery Bonds received in connection with the consummation of the 2022 Puerto Rico Resolutions.
The Company also had $300 million and $303 million in trading fixed-maturity securities as of March 31, 2023 and December 31, 2022, respectively, representing CVIs received under the 2022 Puerto Rico Resolutions, which are not rated.
Other Investments
Other invested assets, which are generally less liquid than fixed-maturity securities primarily consist of investments in renewable and clean energy and private equity funds managed by a third party.
The Insurance segment reports AGAS’ percentage ownership of AssuredIM Funds’ as equity method investments with changes in NAV included in the Insurance segment adjusted operating income. As of March 31, 2023 and December 31, 2022, all of the funds in which AGAS directly invests are consolidated in the Company’s consolidated financial statements. The amounts in the table below represent the fair value of AGAS’ interests in the AssuredIM Funds. See Commitments below.
Fair Value of AGAS’ Interest in AssuredIM Funds
| As of | ||||||||||||||
| Strategy | March 31, 2023 | December 31, 2022 | ||||||||||||
| (in millions) | ||||||||||||||
| CLOs | $ | 232 | $ | 272 | ||||||||||
| Municipal bonds (1) | — | 105 | ||||||||||||
| Healthcare | 73 | 91 | ||||||||||||
| Asset-based | 91 | 101 | ||||||||||||
| Total | $ | 396 | $ | 569 | ||||||||||
____________________
(1) In first quarter 2023, the fund distributed substantially all of its available cash to AGAS and other investors in the fund.
Equity in Earnings (Losses) of Investees of AGAS’ Investment in AssuredIM Funds
| First Quarter | ||||||||||||||
| Strategy | 2023 | 2022 | ||||||||||||
| (in millions) | ||||||||||||||
| CLOs | $ | 19 | $ | 7 | ||||||||||
| Municipal bonds | — | (4) | ||||||||||||
| Healthcare | 8 | 3 | ||||||||||||
| Asset-based | 1 | 5 | ||||||||||||
| Total | $ | 28 | $ | 11 | ||||||||||
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Restricted Assets
Based on fair value, investments and other assets that are either held in trust for the benefit of third-party ceding insurers in accordance with statutory requirements, placed on deposit to fulfill state licensing requirements, or otherwise pledged or restricted, totaled $229 million and $222 million as of March 31, 2023 and December 31, 2022, respectively. The investment portfolio also contains securities that are held in trust by certain AGL subsidiaries or otherwise restricted for the benefit of other AGL subsidiaries in accordance with statutory and regulatory requirements in the amount of $1,146 million and $1,169 million, based on fair value, as of March 31, 2023 and December 31, 2022, respectively.
Commitments
The U.S. Insurance Subsidiaries are authorized to invest up to $750 million in affiliated alternative investment funds. Adding distributed gains from inception through March 31, 2023, the U.S. Insurance Subsidiaries may invest a total of up to $853 million in affiliated alternative investment funds. As of March 31, 2023, the Insurance segment had total commitments to AssuredIM Funds of $613 million, of which $366 million represented net invested capital and $247 million was undrawn. In addition to its commitments to AssuredIM Funds, the Company had unfunded commitments of $79 million as of March 31, 2023 to other alternative investments.
AssuredIM
Sources and Uses of Funds
Currently, AssuredIM’s sources of liquidity are: (1) cash from operations, including management and performance fees (which are unpredictable as to amount and timing); and (2) capital contributions from AGUS ($10 million and $15 million in first quarter 2023 and first quarter 2022, respectively, had been contributed to supplement cash from operations). As of March 31, 2023 and December 31, 2022, AssuredIM had $26 million and $41 million, respectively, in cash and short-term investments.
AssuredIM’s liquidity needs primarily include: (1) paying operating expenses including compensation; (2) paying dividends or other distributions to AGUS; and (3) capital to support growth and expansion of the asset management business.
See “ - Overview, Business.” for a discussion of Sound Point Transaction.
Lease Obligations
The Company has entered into several lease agreements for office space in Bermuda, New York, San Francisco,
London, Paris, and other locations with various lease terms. See Part II, Item 8, Financial Statements and Supplementary Data, Note 17, Leases, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, for a table of minimum lease obligations and other lease commitments.
FG VIEs and CIVs
The Company manages its liquidity needs by evaluating cash flows without the effect of consolidating FG VIEs and CIVs; however, the Company’s consolidated financial statements include the effect of consolidating FG VIEs and CIVs. The primary sources and uses of cash at Assured Guaranty’s FG VIEs and CIVs are as follows:
•FG VIEs. The primary sources of cash in FG VIEs are the collection of principal and interest on the collateral supporting the debt obligations, and the primary uses of cash are the payment of principal and interest due on the debt obligations. The insurance subsidiaries are not primarily liable for the debt obligations issued by the VIEs they insure and would only be required to make payments on those insured debt obligations in the event that the issuer of such debt obligations defaults on any principal or interest due and only for the amount of the shortfall. AGL’s and its insurance subsidiaries’ creditors do not have any rights with regard to the collateral supporting the debt issued by the FG VIEs. For the Puerto Rico Trusts, the primary source of cash is the collection of debt service on the assets in the trusts and the primary use of cash is the payment of the trusts debt obligations.
•CIVs. The primary sources and uses of cash in the CIVs are raising capital from investors, using capital to make investments, generating cash income from investments, paying expenses, distributing cash flow to investors and issuing debt or borrowing funds to finance investments (CLOs and warehouses). The assets and liabilities of the Company’s CIVs are held within separate legal entities. The assets of the CIVs are not available to creditors of the
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Company, other than creditors of the applicable CIVs. In addition, creditors of the CIVs have no recourse against the assets of the Company, other than the assets of such applicable CIVs. Liquidity available at the Company’s CIVs is not available for corporate liquidity needs, except to the extent of the Company’s investment in the funds, subject to redemption provisions.
See Item. 1, Financial Statements, Note 8, Financial Guaranty Variable Interest Entities and Consolidated Investment Vehicles, for additional information.
Credit Facilities of CIVs
Certain of the Company’s CIVs have entered into financing arrangements with financial institutions, generally to provide liquidity to such CIVs during the CLO warehouse stage. Borrowings are generally secured by the investments purchased with the proceeds of the borrowing and/or the uncalled capital commitment of each respective vehicle. When a CIV borrows, the proceeds are available only for use by that investment vehicle and are not available for the benefit of other investment vehicles or Assured Guaranty subsidiaries. Collateral within each investment vehicle is also available only against borrowings by that investment vehicle and not against the borrowings of other investment vehicles or other Assured Guaranty subsidiaries.
As of March 31, 2023, these credit facilities had varying maturities ranging from 2023 to 2031 with the aggregate principal amount not exceeding $1.6 billion. The available commitments were based on the amount of equity contributed to the warehouses which was $252 million. As of March 31, 2023, $138 million was drawn under credit facilities with interest rates ranging from 3-month Term SOFR plus 150 bps to 3-month Euro InterBank Offered Rate (Euribor) plus 250 bps (with a floor on Euribor of zero). The CLO warehouses were in compliance with all financial covenants as of March 31, 2023.
As of March 31, 2023, a consolidated healthcare fund was a party to a credit facility (jointly with another healthcare fund that was not consolidated) with a maturity date of December 29, 2023 with the aggregate principal amount not to exceed $110 million jointly and $71 million individually for the consolidated healthcare fund. The available commitment was based on the capital committed to the funds. As of March 31, 2023, $28 million was drawn by the consolidated fund under the credit facility with an interest rate of Prime (with a Prime floor of 3%). The fund was in compliance with all financial covenants as of March 31, 2023.
Condensed Consolidated Cash Flows
The summarized condensed consolidated statements of cash flows in the table below present the cash flow effect for the aggregate of the Insurance and Asset Management business and holding companies, separately from the aggregate effect of consolidating FG VIEs and CIVs.
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Summarized Condensed Consolidated Cash Flows
| First Quarter | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Net cash flows provided by (used in) operating activities, before effect of FG VIEs and CIVs consolidation | $ | (34) | $ | (640) | |||||||
| Effect of FG VIEs and CIVs consolidation | 346 | (252) | |||||||||
| Net cash flows provided by (used in) operating activities | 312 | (892) | |||||||||
| Net cash flows provided by (used in) investing activities, before effect of FG VIEs and CIVs consolidation | 102 | 831 | |||||||||
| Effect of FG VIEs and CIVs consolidation | (196) | 19 | |||||||||
| Net cash flows provided by (used in) investing activities | (94) | 850 | |||||||||
| Net cash flows provided by (used in) financing activities, before effect of FG VIEs and CIVs consolidation | |||||||||||
| Dividends paid | (18) | (17) | |||||||||
| Repurchases of common shares | (2) | (152) | |||||||||
| Other | (15) | (10) | |||||||||
| Effect of FG VIEs and CIVs consolidation | (261) | 169 | |||||||||
| Net cash flows provided by (used in) financing activities (2) | (296) | (10) | |||||||||
| Effect of exchange rate changes, before effect of FG VIEs and CIVs consolidation | 1 | (1) | |||||||||
| Effect of FG VIEs and CIVs consolidation | — | — | |||||||||
| Effect of exchange rate changes | 1 | (1) | |||||||||
| Increase (decrease) in cash and cash equivalents and restricted cash | (77) | (53) | |||||||||
| Cash and cash equivalents and restricted cash at beginning of period | 207 | 342 | |||||||||
| Cash and cash equivalents and restricted cash at the end of the period | $ | 130 | $ | 289 | |||||||
____________________
(1) Claims paid on consolidated FG VIEs are presented in the condensed consolidated statements of cash flows as a component of paydowns on FG VIEs’ liabilities in financing activities as opposed to operating activities.
Cash flows from operations, excluding the effect of consolidating FG VIEs and CIVs, was an outflow of $34 million in first quarter 2023 and an outflow of $640 million in first quarter 2022. The decrease in cash outflows during first quarter 2023 was primarily due to a $627 million decrease in net claim payments, primarily due to the 2022 Puerto Rico Resolutions. Cash flows from operations attributable to the effect of FG VIE and CIV consolidation were outflows in first quarter 2023 and first quarter 2022. The consolidated statements of cash flows present the investing activities of the consolidated AssuredIM Funds and CLOs as cash flows from operations. The increase in inflows in first quarter 2023 compared with first quarter 2022 is mainly due to a decrease of $813 million in investment purchases, partially offset by a decrease of investment sales, maturities and paydowns of $205 million.
Investing activities primarily consisted of net sales (purchases) of fixed-maturity and short-term investments, and paydowns on and sales of FG VIEs’ assets. The decrease in investing cash inflows during first quarter 2023 was mainly attributable to an increase in net outflows of short-term investments of $1,093 million and an increase of $157 million for purchases of available-for-sale fixed-maturity securities in first quarter 2023, partially offset by lower disposals of $348 million of available-for-sale fixed-maturity securities. First quarter 2023 had net purchases of short-term investments compared to net sales of short-term investments in first quarter 2022 to fund share repurchases and claim payments in connection with the 2022 Puerto Rico Resolutions. See Item 1. Financial Statements, Note 3, Outstanding Exposure, for additional information.
Financing activities primarily consist of share repurchases, dividends, and paydowns of FG VIEs’ liabilities, as well as CLO issuances and CLO warehouse financing activities. The CIVs’ financing cash flows mainly include issuances and repayments of CLOs and CLO warehouse financing debt. The decrease in financing cash flow activity from VIEs was primarily due to a decrease of $586 million million in issuances, partially offset by a decrease in repayments of $220 million by the consolidated CLOs and CLO warehouses. The proceeds from CLO issuances and CLO warehouse borrowings are used to fund
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the purchases of loans. FG VIEs’ cash flows relate to the paydowns of FG VIEs’ liabilities. See Item 1. Financial Statements, Note 8, Financial Guaranty Variable Interest Entities and Consolidated Investment Vehicles.
From January 1, 2023 through May 9, 2023, the Company repurchased an additional 36 thousand of common shares. As of May 9, 2023, the Company was authorized to purchase $201 million of its common shares. For more information about the Company’s share repurchases and authorizations, see Item 1, Financial Statements, Note 13, Shareholders’ Equity.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of March 31, 2023, there were no material changes to the market risks to which the Company is exposed since December 31, 2022.
ITEM 4. CONTROLS AND PROCEDURES
Assured Guaranty’s management, with the participation of AGL’s President and Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are effective in recording, processing, summarizing and reporting, within the time periods specified in the Securities and Exchange Commission’s rules and forms, information required to be disclosed by AGL in the reports that it files or submits under the Exchange Act and ensuring that such information is accumulated and communicated to management, including the President and Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Management of the Company, with the participation of its President and Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2023. Based on their evaluation as of March 31, 2023 covered by this Form 10-Q, the Company’s President and Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective.
There were no changes in the Company’s internal control over financial reporting during first quarter 2023 which were identified in connection with the evaluation required pursuant to Rules 13a-15 or 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II.OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims, as described in Part I, Item 1, Financial Statements, Note 12, Commitments and Contingencies – Legal Proceedings contained in this Form 10-Q. For additional information see the “Legal Proceedings” and “Litigation” sections of Part II, Item 8, Financial Statements and Supplementary Data, Note 18, Commitments and Contingencies, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
ITEM 1A.RISK FACTORS
See the risk factors set forth in Part I, “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Except as set forth below, there have been no material changes to the risk factors disclosed in such Annual Report on Form 10-K.
The Company may be unable to successfully consummate the Sound Point Transaction within the timeframe it anticipates, or at all, or effectuate another similar transaction involving the AssuredIM Contributed Business.
Consummation of the Sound Point Transaction is subject to certain customary closing conditions, including the receipt of certain consents and regulatory approval. The closing conditions of the Sound Point Transaction may not be satisfied or it may take longer to satisfy them than the Company expects. Failure to complete the Sound Point Transaction would, and any delay in completing the acquisition could, prevent the Company from realizing any or all of the benefits it expects from the Sound Point Transaction.
If the Sound Point Transaction is not consummated, the Company may be unable to identify another partner to provide management and investment resources and distribution capabilities for the AssuredIM Contributed Business and may seek to continue to operate the AssuredIM Contributed Business with its own management and investment resources. If the Company loses a significant number of AssuredIM’s management and investment personnel, it may not have sufficient management and investment personnel to continue to operate the AssuredIM Contributed Business as currently conducted.
Since the Company will hold a minority interest in Sound Point after closing of the Sound Point Transaction, its interest is subject to the risks normally associated with a minority interest.
Since the Company will hold a minority interest in Sound Point after closing of the Sound Point Transaction, it will be unable to control the business, management or policies of Sound Point. For example, the Company will not be able to control the timing or amount of distributions from Sound Point and will not be involved on a day-to-day basis with Sound Point’s operations or its decision-making with respect to its investment, reporting, internal control, legal, compliance or risk functions. In most cases, the Company will be bound by the decisions made by the Managing Partner and Chief Investment Officer, other members of management and the Board of Managers of Sound Point. In the event that the Managing Partner and Chief Investment Officer, other members of management and the Board of Managers of Sound Point have interests, objectives and incentives that differ from those of the Company, there can be no assurance that the decisions they make will be aligned with the interests of the Company. Decisions made by the Managing Partner and Chief Investment Officer, other members of management and the Board of Managers of Sound Point not in the Company’s interest could have a material adverse effect on the Company’s interest in Sound Point and/or its investments in Sound Point funds, other vehicles and separately managed accounts.
An inability to obtain accurate and timely financial information from Sound Point after completion of the Sound Point Transaction may impair the Company’s ability to comply with reporting obligations under federal securities law.
The Company will account for its investments in Sound Point and the Sound Point funds using the equity method. Under this method, the Company will record its share of the net earnings or losses attributable to Sound Point as equity in earnings on its consolidated statements of operations. Therefore, the Company will be reliant on Sound Point to provide accurate and timely financial reporting that will allow the Company to timely prepare and file its own financial statements in accordance with GAAP and in compliance with SEC regulations and New York Stock Exchange listing rules.
As a private company, Sound Point is not subject to the reporting requirements of the Exchange Act and historically has not been required to prepare, nor has it prepared, its financial statements in accordance with generally accepted accounting principles in the United States or in compliance with the SEC’s accounting regulations. Post-closing, the Company expects to report its investments in Sound Point and the Sound Point funds on a one-quarter lag. While Sound Point has agreed to provide
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to the Company all financial information necessary to complete and file its periodic SEC reports on a timely basis, any failure by Sound Point to provide the Company with accurate and timely financial information could result in a delay in the Company’s timely reporting of its results of operations for any period or it not filing one or more periodic reports with the SEC on time or inaccuracies in its financial statements.
Upon the closing of the Sound Point Transaction, the Company’s investments in Sound Point will be subject to the risks of Sound Point’s business.
Sound Point’s business operates in highly competitive markets. Sound Point competes with many other firms in every aspect of the asset management industry, including raising funds, seeking investments, and hiring and retaining professionals. Sound Point’s ability to increase and retain AUM is directly related to the performance of the assets it manages as measured against market averages and the performance of its competitors. Some of Sound Point’s competitors may have a lower cost of funds and access to funding and other resources that are not available to Sound Point. In addition, some of Sound Point’s competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than Sound Point does. Furthermore, Sound Point may lose investment opportunities if it does not match its competitors’ pricing, terms and structure. The loss of such investment opportunities may limit Sound Point’s ability to grow or cause it to have to shrink the size of its portfolio, which could decrease its earnings. If Sound Point matches its competitors’ pricing, terms and structure, it may experience decreased earnings and increased risk of investment losses.
Sound Point is dependent on certain key personnel, including Sound Point’s Managing Partner and Chief Investment Officer, and its future success depends on their continued service. The departure of any of Sound Point’s key personnel for any reason could have a material adverse effect on Sound Point’s business, financial condition or results of operations and, consequently, the Company’s interest in Sound Point and/or its investments in Sound Point funds, other vehicles and separately managed accounts.
Sound Point operates in a highly regulated industry and, as a registered investment adviser, is subject to the provisions of the Investment Advisers Act of 1940, as amended. Sound Point is, from time to time, subject to formal and informal examinations, investigations, inquiries, audits and reviews from numerous regulatory authorities both in response to issues and questions raised in such examinations or investigations and in connection with the changing priorities of the applicable regulatory authorities across the market in general. As a result, there can be no assurance that Sound Point will not become subject to possible enforcement actions. Sound Point and its principals and employees could also be named as defendants in, or otherwise become involved in, a regulatory action or litigation. Any such regulatory actions or litigation could be disruptive, time-consuming, expensive and lead to negative financial and reputational consequences that have a material adverse effect on Sound Point’s business, financial condition or results of operations and, consequently, the Company’s interest in Sound Point and/or its investments in Sound Point funds, other vehicles and separately managed accounts.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer’s Purchases of Equity Securities
The following table reflects purchases of AGL common shares made by the Company during first quarter 2023.
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Program (1) | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Program (2) | ||||||||||||||||||||||
| January 1 - January 31 | 36,369 | $ | 62.23 | 36,369 | $ | 201,040,120 | ||||||||||||||||||||
| February 1 - February 28 | 239,153 | $ | 62.43 | — | $ | 201,040,120 | ||||||||||||||||||||
| March 1 - March 31 | 337 | $ | 55.37 | — | $ | 201,040,120 | ||||||||||||||||||||
| Total | 275,859 | $ | 62.39 | 36,369 | ||||||||||||||||||||||
____________________
(1) After giving effect to repurchases since the Board first authorized the repurchase program on January 18, 2013, through May 9, 2023, the Company has repurchased a total of 141 million common shares for approximately $4.7 billion, excluding commissions, at an average price of $33.09 per share. As of May 9, 2023, the remaining authorization the Company was authorized to purchase was $201 million of its common shares, on a settlement basis. The repurchase program has no expiration date and the Board has previously increased the authorization periodically.
(2) Excludes commissions.
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ITEM 6.EXHIBITS
The following exhibits are filed with this report:
| Exhibit Number | Description of Document | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 10.5 | ||||||||
| 10.6 | ||||||||
| 10.7 | ||||||||
| 10.8 | ||||||||
| 22.0 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101.1 | The following financial information from Assured Guaranty Ltd.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022; (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022; (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022; (iv) Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2023 and 2022; (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022; and (vi) Notes to Condensed Consolidated Financial Statements. | |||||||
| 104.1 | The Cover Page Interactive Data File from Assured Guaranty Ltd.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 formatted, in Inline XBRL (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101). | |||||||
* Management contract or compensatory plan
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| ASSURED GUARANTY LTD. (Registrant) | ||||||||
| Dated May 10, 2023 | By: | /s/ ROBERT A. BAILENSON | ||||||
Robert A. Bailenson Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) | ||||||||
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