Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
Assured Guaranty Ltd.
Condensed Consolidated Balance Sheets (Unaudited)
(dollars in millions except share data)
As of
June 30, 2023 December 31, 2022
Assets
Investments:
Fixed-maturity securities, available-for-sale, at fair value, net of allowance for credit loss of $ 79 and $ 65 (amortized cost of $ 7,044 and $ 7,707 )
$ 6,488 $ 7,119
Fixed-maturity securities, trading, at fair value 340 303
Short-term investments, at fair value 1,650 810
Other invested assets (includes $ 26 and $ 30 , at fair value)
146 133
Total investments 8,624 8,365
Cash 114 107
Premiums receivable, net of commissions payable 1,417 1,298
Deferred acquisition costs 155 147
Salvage and subrogation recoverable 266 257
Financial guaranty variable interest entities’ assets (includes $ 411 and $ 413 , at fair value)
414 416
Assets of consolidated investment vehicles (includes $ 4,978 and $ 5,363 , at fair value)
5,055 5,493
Goodwill and other intangible assets 6 163
Assets held for sale 221 —
Other assets (includes $ 141 and $ 148 , at fair value)
580 597
Total assets $ 16,852 $ 16,843
Liabilities
Unearned premium reserve $ 3,648 $ 3,620
Loss and loss adjustment expense reserve 349 296
Long-term debt 1,677 1,675
Credit derivative liabilities, at fair value 58 163
Financial guaranty variable interest entities’ liabilities, at fair value (with recourse $ 687 and $ 702 , without recours e $ 12 and $ 13 )
699 715
Liabilities of consolidated investment vehicles (includes $ 4,326 and $ 4,431 , at fair value)
4,460 4,625
Liabilities held for sale 50 —
Other liabilities 456 457
Total liabilities 11,397 11,551
Commitments and contingencies (Note 12)
Shareholders’ equity
Common shares ($ 0.01 par value, 500,000,000 shares authorized; 58,850,144 and 59,013,040 shares issued and outstanding)
1 1
Retained earnings 5,732 5,577
Accumulated other comprehensive income (loss), net of tax of $( 78 ) and $( 84 )
( 458 ) ( 515 )
Deferred equity compensation 1 1
Total shareholders’ equity attributable to Assured Guaranty Ltd. 5,276 5,064
Nonredeemable noncontrolling interests (Note 8)
179 228
Total shareholders’ equity 5,455 5,292
Total liabilities and shareholders’ equity $ 16,852 $ 16,843
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Assured Guaranty Ltd.
Condensed Consolidated Statements of Operations (Unaudited)
(dollars in millions except share data)
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Revenues
Net earned premiums $ 85 $ 82 $ 166 $ 296
Net investment income 89 62 170 124
Asset management fees 27 21 53 55
Net realized investment gains (losses) ( 9 ) ( 28 ) ( 11 ) ( 25 )
Fair value gains (losses) on credit derivatives 91 9 106 6
Fair value gains (losses) on committed capital securities 1 10 ( 15 ) 11
Fair value gains (losses) on financial guaranty variable interest entities ( 3 ) 10 ( 8 ) 16
Fair value gains (losses) on consolidated investment vehicles 6 3 64 17
Foreign exchange gains (losses) on remeasurement 28 ( 71 ) 48 ( 101 )
Fair value gains (losses) on trading securities 40 ( 18 ) 38 ( 22 )
Other income (loss) 5 10 32 13
Total revenues 360 90 643 390
Expenses
Loss and loss adjustment expenses (benefit) 55 ( 11 ) 59 46
Interest expense 22 20 43 40
Amortization of deferred acquisition costs 3 3 6 7
Employee compensation and benefit expenses 70 59 152 132
Other operating expenses 71 41 126 83
Total expenses 221 112 386 308
Income (loss) before income taxes and equity in earnings (losses) of investees 139 ( 22 ) 257 82
Equity in earnings (losses) of investees 5 — 7 ( 11 )
Income (loss) before income taxes 144 ( 22 ) 264 71
Less: Provision (benefit) for income taxes 18 3 41 21
Net income (loss) 126 ( 25 ) 223 50
Less: Noncontrolling interests 1 22 17 31
Net income (loss) attributable to Assured Guaranty Ltd. $ 125 $ ( 47 ) $ 206 $ 19
Earnings per share:
Basic $ 2.09 $ ( 0.74 ) $ 3.46 $ 0.29
Diluted $ 2.06 $ ( 0.74 ) $ 3.40 $ 0.29
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Assured Guaranty Ltd.
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(in millions)
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Net income (loss) $ 126 $ ( 25 ) $ 223 $ 50
Change in net unrealized gains (losses) on:
Investments with no credit impairment, net of tax provision (benefit) of $( 6 ), $( 37 ), $ 8 and $( 100 )
( 30 ) ( 242 ) 59 ( 580 )
Investments with credit impairment, net of tax provision (benefit) of $( 3 ), $( 10 ), $( 2 ) and $( 19 )
( 10 ) ( 44 ) ( 5 ) ( 83 )
Change in net unrealized gains (losses) on investments ( 40 ) ( 286 ) 54 ( 663 )
Change in instrument-specific credit risk on financial guaranty variable interest entities’ liabilities with recourse, net of tax 2 2 1 2
Other, net of tax — ( 8 ) 2 ( 9 )
Other comprehensive income (loss) ( 38 ) ( 292 ) 57 ( 670 )
Comprehensive income (loss) 88 ( 317 ) 280 ( 620 )
Less: Comprehensive income (loss) attributable to noncontrolling interests 1 22 17 31
Comprehensive income (loss) attributable to Assured Guaranty Ltd. $ 87 $ ( 339 ) $ 263 $ ( 651 )
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Assured Guaranty Ltd.
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
(dollars in millions, except share data)
For the Three Months Ended June 30, 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 March 31, 2023 59,274,112 $ 1 $ 5,638 $ ( 420 ) $ 1 $ 5,220 $ 195 $ 5,415
Net income — — 125 — — 125 1 126
Dividends ($ 0.28 per share)
— — ( 17 ) — — ( 17 ) — ( 17 )
Common shares repurchases ( 453,942 ) — ( 24 ) — — ( 24 ) — ( 24 )
Share-based compensation 29,974 — 10 — — 10 — 10
Reclassification to liabilities — — — — — — ( 16 ) ( 16 )
Contributions — — — — — — 17 17
Distributions — — — — — — ( 18 ) ( 18 )
Other comprehensive loss — — — ( 38 ) — ( 38 ) — ( 38 )
As of June 30, 2023 58,850,144 $ 1 $ 5,732 $ ( 458 ) $ 1 $ 5,276 $ 179 $ 5,455
For the Three Months Ended June 30, 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 March 31, 2022 65,043,547 $ 1 $ 5,878 $ ( 78 ) $ 1 $ 5,802 $ 193 $ 5,995
Net income (loss) — — ( 47 ) — — ( 47 ) 22 ( 25 )
Dividends ($ 0.25 per share)
— — ( 16 ) — — ( 16 ) — ( 16 )
Common shares repurchases ( 2,605,947 ) — ( 151 ) — — ( 151 ) — ( 151 )
Share-based compensation 38,139 — 8 — — 8 — 8
Contributions — — — — — — 35 35
Distributions — — — — — — ( 7 ) ( 7 )
Other comprehensive loss — — — ( 292 ) — ( 292 ) — ( 292 )
As of June 30, 2022 62,475,739 $ 1 $ 5,672 $ ( 370 ) $ 1 $ 5,304 $ 243 $ 5,547
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Assured Guaranty Ltd.
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
(dollars in millions, except share data)
For the Six Months Ended June 30, 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 — — 206 — — 206 17 223
Dividends ( $ 0.56 per share)
— — ( 35 ) — — ( 35 ) — ( 35 )
Common shares repurchases ( 490,311 ) — ( 26 ) — — ( 26 ) — ( 26 )
Share-based compensation 327,415 — 10 — — 10 — 10
Reclassification to liabilities — — — — — — ( 16 ) ( 16 )
Contributions — — — — — — 20 20
Distributions — — — — — — ( 70 ) ( 70 )
Other comprehensive income — — — 57 — 57 — 57
As of June 30, 2023 58,850,144 $ 1 $ 5,732 $ ( 458 ) $ 1 $ 5,276 $ 179 $ 5,455
For the Six Months Ended June 30, 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 — — 19 — — 19 32 51
Dividends ($ 0.50 per share)
— — ( 33 ) — — ( 33 ) — ( 33 )
Common shares repurchases ( 5,344,170 ) — ( 306 ) — — ( 306 ) — ( 306 )
Share-based compensation 301,485 — 2 — — 2 — 2
Contributions — — — — — — 40 40
Distributions — — — — — — ( 15 ) ( 15 )
Other comprehensive loss — — — ( 670 ) — ( 670 ) — ( 670 )
As of June 30, 2022 62,475,739 $ 1 $ 5,672 $ ( 370 ) $ 1 $ 5,304 $ 243 $ 5,547
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Assured Guaranty Ltd.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in millions)
Six Months Ended June 30,
2023 2022
Net cash flows provided by (used in) operating activities $ 436 $ ( 1,794 )
Cash flows from investing activities:
Fixed-maturity securities, available-for-sale:
Purchases ( 290 ) ( 180 )
Sales 694 353
Maturities and paydowns 298 389
Short-term investments with original maturities of over three months:
Purchases ( 13 ) ( 28 )
Sales 4 —
Maturities and paydowns 15 9
Net sales (purchases) of short-term investments with original maturities of less than three months ( 845 ) 379
Sales of fixed-maturity securities, trading — 68
Paydowns of financial guaranty variable interest entities’ assets 14 44
Purchases of other invested assets ( 15 ) ( 8 )
Sales and return of capital of other invested assets 11 34
Other ( 1 ) ( 2 )
Net cash flows provided by (used in) investing activities ( 128 ) 1,058
Cash flows from financing activities:
Dividends paid ( 35 ) ( 33 )
Repurchases of common shares ( 26 ) ( 303 )
Net paydowns of financial guaranty variable interest entities’ liabilities ( 14 ) ( 65 )
Other ( 15 ) ( 7 )
Cash flows from consolidated investment vehicles:
Proceeds from issuance of collateralized loan obligations — 1,372
Repayment of collateralized loan obligations ( 1 ) ( 372 )
Proceeds from issuance of warehouse financing debt — 791
Repayment of warehouse financing debt ( 166 ) ( 744 )
Borrowing (payment) under credit facilities ( 4 ) 1
Contributions from noncontrolling interests to consolidated investment vehicles — 35
Distributions to noncontrolling interests from consolidated investment vehicles ( 72 ) ( 16 )
Net cash flows provided by (used in) financing activities ( 333 ) 659
Effect of foreign exchange rate changes 2 ( 2 )
Increase (decrease) in cash and cash equivalents and restricted cash ( 23 ) ( 79 )
Cash and cash equivalents and restricted cash at beginning of period 207 342
Cash and cash equivalents and restricted cash at end of period $ 184 $ 263
(continued on next page)
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Assured Guaranty Ltd.
Condensed Consolidated Statements of Cash Flows (Unaudited) - (Continued)
(in millions)
Six Months Ended June 30,
2023 2022
Supplemental cash flow information
Income taxes paid (received) $ 2 $ 97
Interest paid on long-term debt 41 38
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 — 183
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 20 26
Distributions to noncontrolling interests 20 20
As of
June 30, 2023 June 30, 2022
Reconciliation of cash and cash equivalents and restricted cash to the condensed consolidated balance sheets:
Cash $ 114 $ 138
Restricted cash (included in other assets) 1 —
Cash and cash equivalents of consolidated investment vehicles (See Note 8)
49 125
Cash (included in assets held for sale) 20 —
Cash and cash equivalents and restricted cash at the end of period $ 184 $ 263
The accompanying notes are an integral part of these condensed consolidated financial statements.-
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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 wholly-owned operating subsidiaries, credit protection products to the United States (U.S.) and non-U.S. public finance (including infrastructure) and structured finance markets. Assured Guaranty also participates in the asset management business, as described below.
Insurance
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. The Company also provides specialty insurance and reinsurance on transactions with risk profiles similar to those of its structured finance exposure`s written in financial guaranty form.
Asset Management
Until July 1, 2023, the Company served as an investment advisor to collateralized loan obligations (CLOs) and opportunity funds, as well as certain legacy hedge and opportunity funds subject to an orderly wind-down, through Assured Investment Management LLC (AssuredIM LLC) and its investment management affiliates (together with AssuredIM LLC, AssuredIM). Beginning July 1, 2023, the Company participates in the asset management business through its ownership interest in Sound Point Capital Management, LP (Sound Point) as described below.
On July 1, 2023, Assured Guaranty contributed to Sound Point most of its asset management business, other than that conducted by Assured Healthcare Partners LLC (AssuredIM Contributed Business), as contemplated by the transaction agreement entered into with Sound Point on April 5, 2023 (Transaction Agreement). In addition, in accordance with the terms of a letter agreement (Letter Agreement), effective July 1, 2023 Assured Guaranty Municipal Corp. and Assured Guaranty Corp. (collectively, the U.S. Insurance Subsidiaries) (i) engaged Sound Point as their sole alternative credit manager, and (ii) transitioned to Sound Point the management of certain existing alternative investments and related commitments. The Letter Agreement also provides that, in the first two years of Sound Point’s engagement, the U.S. Insurance Subsidiaries would, subject to regulatory approval, make new investments in funds, other vehicles and separately managed accounts managed by Sound Point which, when aggregated with the alternative investments and commitments transitioned from AssuredIM, will total $ 1 billion. See Note 7, Investments. Assured Guaranty received, 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).
In July 2023, Assured Guaranty sold all of its equity interests in Assured Healthcare Partners LLC (AHP), which manages healthcare funds, to an entity owned and controlled by the managing partner of AHP (AHP Transaction). In connection with the AHP Transaction, the Company agreed to remain a strategic investor in certain AHP investment vehicles, is retaining certain carried interest in AHP entities and received other consideration.
Assets and Liabilities Held For Sale
As of June 30, 2023, the AssuredIM assets and liabilities subject to the Sound Point Transaction and the AHP Transaction were classified 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. The Company also designated certain other assets and liabilities supporting the Insurance segment as held for sale in the first quarter of 2023 and expects the sale to be completed in 2024.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
A disposal group is measured at the lower of carrying amount or fair value less any costs associated with the transaction. The Company assessed the disposal groups for impairment and determined no impairment existed as of June 30, 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 of the Sound Point Transaction and the AHP Transaction on its third quarter of 2023 financial statements. The table below shows the components of assets and liabilities held for sale.
Assets and Liabilities Held For Sale
As of June 30, 2023
(in millions)
Assets
Short-term investments $ 1
Cash 20
Goodwill and other intangible assets 156
Other assets
Deferred tax assets 3
Other 41
Total assets held for sale $ 221
Liabilities
Other liabilities $ 50
Total liabilities held for sale $ 50
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.
Upon closing of the Sound Point Transaction and the AHP Transaction the Company will deconsolidate the corresponding AssuredIM management companies. The Company will account for its investment in Sound Point as an equity method investment. In light of the Sound Point Transaction and the AHP Transaction, the Company is evaluating whether it will continue to consolidate each of its consolidated investment vehicles (CIVs).
The Company recognized expenses of $ 24 million and $ 31 million during the three-month period ended June 30, 2023 (second quarter 2023) and the six-month period ended June 30, 2023 (six months 2023), respectively, associated with the Sound Point Transaction and AHP Transaction.
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 June 30, 2023 and cover second quarter 2023, the three-month period ended June 30, 2022 (second quarter 2022), six months 2023 and the six-month period ended June 30, 2022 (six months 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
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
disclosures required by GAAP. Certain prior year balances have been reclassified to conform to the current period’s presentation.
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.
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.
Until July 2023, the Company’s principal asset management subsidiaries were:
• 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.
The U.S. Insurance Subsidiaries jointly own an investment subsidiary, AG Asset Strategies LLC (AGAS), which invests in funds managed by AssuredIM (AssuredIM Funds). Effective July 1, 2023, the AssuredIM Funds are managed by Sound Point or AHP. Following the closing of the Sound Point Transaction, AGAS has also begun to invest in funds managed by Sound Point.
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. As of June 30, 2023, the Asset Management segment consisted of AssuredIM, which provided asset management services to third-party investors as well as to the U.S. Insurance Subsidiaries and AGAS. Beginning in July 2023, the Company participates in the asset management business through its investment in Sound Point as described in Note 1, Business and Basis of Presentation.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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/recoveries associated with the financial guaranty policies associated with the FG VIEs’ debt are eliminated (the reconciliation tables below present the FG VIEs and related eliminations in “other”,) and (ii) CIVs are consolidated by AGUS, (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, these expenses 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.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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
Second Quarter
2023 2022
Insurance Asset Management Insurance Asset Management
(in millions)
Third-party revenues $ 221 $ 19 $ 137 $ 16
Intersegment revenues 3 11 2 12
Segment revenues 224 30 139 28
Segment expenses 110 33 41 28
Segment equity in earnings (losses) of investees 5 — ( 34 ) —
Less: Segment provision (benefit) for income taxes 13 ( 1 ) 9 —
Segment adjusted operating income (loss) $ 106 $ ( 2 ) $ 55 $ —
Six Months
2023 2022
Insurance Asset Management Insurance Asset Management
(in millions)
Third-party revenues $ 409 $ 44 $ 413 $ 46
Intersegment revenues 5 27 4 21
Segment revenues 414 71 417 67
Segment expenses 189 75 163 67
Segment equity in earnings (losses) of investees 35 — ( 35 ) —
Less: Segment provision (benefit) for income taxes 37 ( 1 ) 31 —
Segment adjusted operating income (loss) $ 223 $ ( 3 ) $ 188 $ —
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
The tables below present a reconciliation of significant components of segment information to the comparable consolidated amounts.
Reconciliation of Segment Information to Consolidated Information
Three Months Ended June 30, 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 $ 224 $ 110 $ 5 $ 13 $ — $ 106
Asset Management 30 33 — ( 1 ) — ( 2 )
Total segments 254 143 5 12 — 104
Corporate division 2 60 — ( 8 ) — ( 50 )
Other ( 3 ) 19 — ( 5 ) 1 ( 18 )
Subtotal 253 222 5 ( 1 ) 1 36
Reconciling items:
Realized gains (losses) on investments ( 9 ) — — — — ( 9 )
Non-credit impairment-related unrealized fair value gains (losses) on credit derivatives 89 ( 1 ) — — — 90
Fair value gains (losses) on CCS 1 — — — — 1
Foreign exchange gains (losses) on remeasurement of premiums receivable and loss and LAE reserves 26 — — — — 26
Tax effect — — — 19 — ( 19 )
Total consolidated $ 360 $ 221 $ 5 $ 18 $ 1 $ 125
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Reconciliation of Segment Information to Consolidated Information
Three Months Ended June 30, 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 $ 139 $ 41 $ ( 34 ) $ 9 $ — $ 55
Asset Management 28 28 — — — —
Total segments 167 69 ( 34 ) 9 — 55
Corporate division 1 36 — — — ( 35 )
Other 7 7 34 2 22 10
Subtotal 175 112 — 11 22 30
Reconciling items:
Realized gains (losses) on investments ( 28 ) — — — — ( 28 )
Non-credit impairment-related unrealized fair value gains (losses) on credit derivatives 6 — — — — 6
Fair value gains (losses) on CCS 10 — — — — 10
Foreign exchange gains (losses) on remeasurement of premiums receivable and loss and LAE reserves ( 73 ) — — — — ( 73 )
Tax effect — — — ( 8 ) — 8
Total consolidated $ 90 $ 112 $ — $ 3 $ 22 $ ( 47 )
Reconciliation of Segment Information to Consolidated Information
Six Months Ended June 30, 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 $ 414 $ 189 $ 35 $ 37 $ — $ 223
Asset Management 71 75 — ( 1 ) — ( 3 )
Total segments 485 264 35 36 — 220
Corporate division 4 108 — ( 10 ) — ( 94 )
Other 32 15 ( 28 ) ( 6 ) 17 ( 22 )
Subtotal 521 387 7 20 17 104
Reconciling items:
Realized gains (losses) on investments ( 11 ) — — — — ( 11 )
Non-credit impairment-related unrealized fair value gains (losses) on credit derivatives 102 ( 1 ) — — — 103
Fair value gains (losses) on CCS ( 15 ) — — — — ( 15 )
Foreign exchange gains (losses) on remeasurement of premiums receivable and loss and LAE reserves 46 — — — — 46
Tax effect — — — 21 — ( 21 )
Total consolidated $ 643 $ 386 $ 7 $ 41 $ 17 $ 206
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Reconciliation of Segment Information to Consolidated Information
Six Months Ended June 30, 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 $ 417 $ 163 $ ( 35 ) $ 31 $ — $ 188
Asset Management 67 67 — — — —
Total segments 484 230 ( 35 ) 31 — 188
Corporate division 2 70 — — — ( 68 )
Other 21 12 24 2 31 —
Subtotal 507 312 ( 11 ) 33 31 120
Reconciling items:
Realized gains (losses) on investments ( 25 ) — — — — ( 25 )
Non-credit impairment-related unrealized fair value gains (losses) on credit derivatives ( 1 ) ( 4 ) — — — 3
Fair value gains (losses) on CCS 11 — — — — 11
Foreign exchange gains (losses) on remeasurement of premiums receivable and loss and LAE reserves ( 102 ) — — — — ( 102 )
Tax effect — — — ( 12 ) — 12
Total consolidated $ 390 $ 308 $ ( 11 ) $ 21 $ 31 $ 19
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 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.
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.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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). 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.
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
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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. The Company manages such securities as investments and not insurance exposure. As of both June 30, 2023 and December 31, 2022, the Company excluded net par outstanding of $ 1.3 billion, primarily 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.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Financial Guaranty Portfolio
Debt Service and Par Outstanding
As of June 30, 2023 As of December 31, 2022
Gross Net Gross Net
(in millions)
Debt Service
Public finance $ 375,955 $ 375,751 $ 359,899 $ 359,703
Structured finance 11,190 11,165 10,273 10,248
Total financial guaranty $ 387,145 $ 386,916 $ 370,172 $ 369,951
Par Outstanding
Public finance $ 234,136 $ 233,981 $ 224,254 $ 224,099
Structured finance 10,057 10,032 9,184 9,159
Total financial guaranty $ 244,193 $ 244,013 $ 233,438 $ 233,258
In addition to amounts shown in the table above, the Company had outstanding commitments to provide guaranties of $ 2.0 billion of public finance direct gross par and $ 1.3 billion of structured finance direct gross par as of June 30, 2023. These commitments are contingent on the satisfaction of all conditions set forth in the guaranties 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 June 30, 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 $ 212 0.1 % $ 2,038 4.3 % $ 884 10.0 % $ 474 39.3 % $ 3,608 1.5 %
AA 17,452 9.4 3,442 7.2 4,580 51.9 12 1.0 25,486 10.5
A 100,267 53.8 11,005 23.1 1,684 19.1 613 50.9 113,569 46.5
BBB 64,852 34.8 30,147 63.2 611 6.9 106 8.8 95,716 39.2
BIG 3,540 1.9 1,026 2.2 1,068 12.1 — — 5,634 2.3
Total net par outstanding $ 186,323 100.0 % $ 47,658 100.0 % $ 8,827 100.0 % $ 1,205 100.0 % $ 244,013 100.0 %
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 %
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Financial Guaranty Portfolio
Components of BIG Net Par Outstanding
As of June 30, 2023
BIG Net Par Outstanding Net Par
BIG 1 BIG 2 BIG 3 Total BIG Outstanding
(in millions)
Public finance:
U.S. public finance $ 1,289 $ 931 $ 1,320 $ 3,540 $ 186,323
Non-U.S. public finance 1,026 — — 1,026 47,658
Public finance 2,315 931 1,320 4,566 233,981
Structured finance:
U.S. RMBS 11 37 922 970 1,863
Other structured finance — 31 67 98 8,169
Structured finance 11 68 989 1,068 10,032
Total $ 2,326 $ 999 $ 2,309 $ 5,634 $ 244,013
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 June 30, 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 1 $ 2,320 $ 6 $ 2,326 107 1 108
BIG 2 989 10 999 16 2 18
BIG 3 2,269 40 2,309 109 8 117
Total BIG $ 5,578 $ 56 $ 5,634 232 11 243
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 1 $ 3,357 $ 6 $ 3,363 122 1 123
BIG 2 171 10 181 14 2 16
BIG 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 $ 1.3 billion and $ 1.4 billion net par outstanding as of June 30, 2023 and December 31, 2022, respectively. 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), each of which has continued to make timely debt service payments.
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 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 was 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). In connection with the Modified Fifth Amended Title III Plan of Adjustment for PRHTA (HTA Plan) and related arrangements, the Company received cash and new bonds backed by toll revenues (Toll Bonds, and together with the New GO Bonds, New Recovery Bonds) from the PRHTA and CVIs from the Commonwealth. 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 VIEs’ assets as described below.
• Investments and cash. Plan Consideration received in respect of bondholders whose principal of 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 New Recovery Bonds and CVIs remaining as of June 30, 2023.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
• FG VIEs’ 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 VIEs’ 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. On July 28, 2023, the Company directed the trustee to notify certain holders of custody receipts representing interests in legacy insured GO, PBA and HTA bonds of its intent to satisfy on August 31, 2023 its obligations under the legacy insured bonds with respect to $ 108 million net par outstanding as of July 28, 2023 and, following payment of such obligations, AGC and AGM will receive the New Recovery Bonds and/or CVIs with notional amounts and maturity values totaling $ 94 million as of July 28, 2023 held as collateral with respect to the custodial trusts. See Note 8, Financial Guaranty Variable Interest Entities and Consolidated Investment Vehicles, for the fair value of New Recovery Bonds remaining as of June 30, 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’ assets.
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
June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022
(in millions)
Exposure to Puerto Rico $ 1,365 $ 1,378 $ 1,849 $ 1,899
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Puerto Rico
Net Par Outstanding
As of
June 30, 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) 293 298
PRHTA (Highway revenue) (1) 182 182
Commonwealth of Puerto Rico - GO (1)
25 25
PBA (1) 4 4
Total Resolved 504 509
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 $ 1,349 $ 1,361
____________________
(1) Resolved 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 June 30, 2023
Scheduled Net Par Amortization Scheduled Net Debt Service Amortization
(in millions)
2023 (July 1 - September 30) $ 124 $ 154
2023 (October 1 - December 31) — 3
Subtotal 2023 124 157
2024 110 170
2025 94 149
2026 149 200
2027 124 168
2028-2032 378 528
2033-2037 240 309
2038-2041 130 148
Total $ 1,349 $ 1,829
PREPA
As of June 30, 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
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 July 25, 2023 extending the term to October 30, 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 Company expects that a confirmation hearing for the FOMB PREPA Plan will be held in fourth quarter 2023 or first quarter 2024. 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 allowed bondholder solicitation on the FOMB PREPA Plan to begin.
On March 22, 2023, the Federal District Court of Puerto Rico held 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 but did not have a lien in future revenues until deposited in those funds. 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. At that time, the Federal District Court of Puerto Rico declined to value the unsecured net revenue claim or the method for its determination. The ultimate value of the claim, according to the Federal District Court of Puerto Rico, should be determined through a claim estimation proceeding.
On June 6-8, 2023, the Federal District Court of Puerto Rico held a claim estimation proceeding and, on June 26, 2023, issued an opinion and order estimating the unsecured net revenue claim to be $ 2.4 billion as of July 3, 2017. This estimate included a determination that PREPA’s discounted cash flows, using FOMB’s base-case incremental net revenues over a 100-year collection period and a discount rate of 7 %, would be $ 3.0 billion, and should be reduced by an additional 20 % for “risk of success in achieving the projected cash flow through the actions of a receiver and other equitable remedies appropriate”. PREPA bondholders had sought an unsecured net revenue claim of approximately $ 8.5 billion.
The Company expects to appeal portions of the March 22, 2023 decision, including the lien scope ruling and the need for a claim estimation proceeding, as well as the June 26, 2023 claim estimate ruling, upon final adjudication by the Federal District Court of Puerto Rico of all claims and counterclaims in the PREPA lien challenge proceedings.
The last revised fiscal plan for PREPA was certified by the FOMB on June 23, 2023 (2023 PREPA Fiscal Plan). In the 2023 PREPA Fiscal Plan, FOMB asserts that, other than for pension claims, PREPA’s debt capacity is $ 2.5 billion, of which approximately $ 1.4 billion is allocated to settling creditors. The remaining $ 1.1 billion is allocated pro rata to (i) non-settling bondholders, and (ii) general unsecured creditors (GUCs). The Federal District Court of Puerto Rico extended to August 11, 2023 the deadline for FOMB to file a further amended FOMB PREPA Plan based on the 2023 PREPA Fiscal Plan. The Company believes that a further revised FOMB PREPA Plan would provide for reduced payments to bondholders since lower projected PREPA revenues are included in the 2023 PREPA Fiscal Plan than had been previously anticipated. Since the Federal District Court of Puerto Rico’s estimated unsecured net revenue claim exceeds the $ 1.1 billion available to non-settling bondholders and GUCs under the 2023 PREPA Fiscal Plan, the unsecured net revenue claim may be subject to further impairment. The 2023 PREPA Fiscal Plan contemplates that non-settling bondholders will receive at least 12.5 % of their allowed claim in the form of restructuring bonds, as well as two CVIs allocated based on their allowed claim.
PRHTA
As of June 30, 2023, the Company had $ 475 million of insured net par outstanding of PRHTA bonds: $ 293 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.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Puerto Rico GO and PBA
As of June 30, 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.
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 arising from the Trustee’s ability to exercise remedies to obtain specific performance of PREPA’s covenants to fund the sinking fund, which must be done under the Bankruptcy Code for purposes of allowance. The order also set a discovery and expert report schedule, and directed the parties to engage in good faith mediation. A claim estimation hearing was held June 6-8, 2023, and in a June 26, 2023 opinion, the court estimated the PREPA bondholders’ allowed unsecured net revenue claim to be $ 2.4 billion, which the court calculated by largely adopting the conclusions in the FOMB’s expert report. On May 3, 2023, the court 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. On May 15, 2023, the FOMB filed its motion to dismiss the Trustee’s and bondholders’ counterclaims. Unless mediation or a confirmed plan of adjustment leads to an acceptable outcome, AGM and AGC expect to appeal portions of the court’s decision, including the lien scope ruling and the result of the claim estimation proceeding, upon final adjudication by the court.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 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.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 June 30, 2023 As of December 31, 2022
Gross Exposure Net Exposure Gross Exposure Net Exposure
(in millions)
Life insurance transactions (1)
$ 1,326 $ 992 $ 1,314 $ 986
Aircraft residual value insurance policies
355 200 355 200
Other guaranties 1,643 1,643 228 228
____________________
(1) The life insurance transactions net exposure is projected to reach $ 1.1 billion in 2025.
As of both June 30, 2023 and December 31, 2022, gross exposure of $ 144 million and net exposure of $ 84 million of aircraft residual value insurance was internally rated BIG. All other exposures in the table above are rated investment-grade.
The Company’s subsidiary, AGRO, also guarantees other specialty business included in other guaranties in the table above, 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. This guaranty matures in 2042. The Company’s maximum potential exposure under this guaranty was $ 1.6 billion as of June 30, 2023. The Company accounts for such guaranties in accordance with Accounting Standards Codification (ASC) 460, Guarantees.
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 surveillance and risk management functions. 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
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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.
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.
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.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 results in an acceleration of cash outflows but reduces overall losses paid.
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 Second Quarter Six Months
Accounting Model June 30, 2023 December 31, 2022 2023 2022 2023 2022
(in millions)
Insurance (see Note 5)
$ 262 $ 205 $ 62 $ ( 26 ) $ 68 $ ( 70 )
FG VIEs (see Note 8) (1)
295 314 ( 14 ) ( 6 ) ( 9 ) ( 10 )
Credit derivatives (see Note 6)
3 3 1 — 1 4
Total
$ 560 $ 522 $ 49 $ ( 32 ) $ 60 $ ( 76 )
____________________
(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 rates for U.S. dollar denominated obligations that ranged from 3.73 % to 5.37 % with a weighted average of 4.34 % as of June 30, 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 98.3 % and 98.5 % of the total as of June 30, 2023 and December 31, 2022, respectively.
Net Expected Loss to be Paid (Recovered)
Roll Forward
Second Quarter Six Months
2023 2022 2023 2022
(in millions)
Net expected loss to be paid (recovered), beginning of period $ 517 $ 432 $ 522 $ 411
Economic loss development (benefit) due to:
Accretion of discount 4 3 9 5
Changes in discount rates ( 6 ) ( 42 ) 4 ( 89 )
Changes in timing and assumptions 51 7 47 8
Total economic loss development (benefit) 49 ( 32 ) 60 ( 76 )
Net (paid) recovered losses (1) ( 6 ) 42 ( 22 ) 107
Net expected loss to be paid (recovered), end of period $ 560 $ 442 $ 560 $ 442
____________________
(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.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Net Expected Loss to be Paid (Recovered)
Roll Forward by Sector
Second Quarter 2023
Sector Net Expected Loss to be Paid (Recovered) as of March 31, 2023 Economic Loss
Development (Benefit) Net (Paid)
Recovered
Losses (1)
Net Expected Loss to be Paid (Recovered) as of June 30, 2023
(in millions)
Public finance:
U.S. public finance $ 380 $ 57 $ ( 4 ) $ 433
Non-U.S. public finance 13 ( 3 ) — 10
Public finance 393 54 ( 4 ) 443
Structured finance:
U.S. RMBS 82 ( 9 ) — 73
Other structured finance 42 4 ( 2 ) 44
Structured finance 124 ( 5 ) ( 2 ) 117
Total $ 517 $ 49 $ ( 6 ) $ 560
Second Quarter 2022
Sector Net Expected Loss to be Paid (Recovered) as of March 31, 2022 Economic Loss
Development (Benefit) Net (Paid)
Recovered
Losses (1)
Net Expected Loss to be Paid (Recovered) as of June 30, 2022
(in millions)
Public finance:
U.S. public finance $ 181 $ 8 $ 21 $ 210
Non-U.S. public finance 10 ( 2 ) ( 1 ) 7
Public finance 191 6 20 217
Structured finance:
U.S. RMBS 195 ( 39 ) 23 179
Other structured finance 46 1 ( 1 ) 46
Structured finance 241 ( 38 ) 22 225
Total $ 432 $ ( 32 ) $ 42 $ 442
Six Months 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 June 30, 2023
(in millions)
Public finance:
U.S. public finance $ 403 $ 58 $ ( 28 ) $ 433
Non-U.S. public finance 9 1 — 10
Public finance 412 59 ( 28 ) 443
Structured finance:
U.S. RMBS 66 ( 4 ) 11 73
Other structured finance 44 5 ( 5 ) 44
Structured finance 110 1 6 117
Total $ 522 $ 60 $ ( 22 ) $ 560
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Six Months 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 June 30, 2022
(in millions)
Public finance:
U.S. public finance $ 197 $ ( 40 ) $ 53 $ 210
Non-U.S. public finance 12 ( 4 ) ( 1 ) 7
Public finance 209 ( 44 ) 52 217
Structured finance:
U.S. RMBS 150 ( 32 ) 61 179
Other structured finance 52 — ( 6 ) 46
Structured finance 202 ( 32 ) 55 225
Total $ 411 $ ( 76 ) $ 107 $ 442
____________________
(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 (i) net LAE paid of $ 5 million, $ 7 million, $ 8 million and $ 20 million for second quarter 2023, second quarter 2022, six months 2023 and six months 2022 respectively, and (ii) net expected LAE to be paid of $ 11 million as of both June 30, 2023 and December 31, 2022.
Public Finance
The largest component of public finance expected losses to be paid (recovered) and economic loss development (benefit) are U.S. exposures, including Puerto Rico exposures, which are discussed in Note 3, Outstanding Exposure.
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 (e.g., 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 reviews the assumptions it uses to make RMBS loss projections with consideration of updates on 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. To the extent it observes changes, it makes a judgment as to whether those changes are normal fluctuations or part of a more prolonged 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
Second Quarter Six Months
2023 2022 2023 2022
(in millions)
First lien U.S. RMBS $ — $ ( 14 ) $ — $ 4
Second lien U.S. RMBS ( 9 ) ( 25 ) ( 4 ) ( 36 )
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
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
are one of the primary drivers of loss projections in this portfolio. In order to project the number of defaults arising 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.
First Lien U.S. RMBS Liquidation Rates
As of
June 30, 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, results in the projection of the defaults that are expected 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
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 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 June 30, 2023 As of December 31, 2022
Range Weighted Average Range Weighted Average
Alt-A and Prime:
Plateau CDR 0.7 % - 10.3 % 3.9 % 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 % - 9.6 % 3.4 % 2.0 % - 7.7 % 4.3 %
Final CDR 0.0 % - 0.5 % 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 1.6 % - 9.0 % 4.9 % 2.7 % - 9.7 % 5.6 %
Final CDR 0.1 % - 0.4 % 0.2 % 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.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 the first quarter of 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 most stressful scenario and a 50 % recovery in the least stressful scenario. The effect on expected losses of this refinement in methodology was less than $ 1 million.
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 June 30, 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. As previously announced by the ICE Benchmark Administration and the Financial Conduct Authority, publication of LIBOR was discontinued after June 30, 2023. The Company believes that the reference to LIBOR in such floating rate RMBS debt has been, or 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 scenarios as of June 30, 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 most stressful and least stressful 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 $ 22 million for all first lien U.S. RMBS transactions. In the Company’s least stressful scenario where 50 % of deferred principal balances are assumed to be 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 $ 31 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
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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.
When a second lien loan defaults, there is generally a low recovery. The Company assumed, as of June 30, 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 the first quarter of 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 most stressful scenario and a 50 % recovery in the least stressful 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, the Company’s projected excess spread and losses could materially change.
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.
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Key Assumptions in Base Scenario Expected Loss Estimates
HELOCs
As of June 30, 2023 As of December 31, 2022
Range Weighted Average Range Weighted Average
Plateau CDR 0.9 % - 5.8 % 3.0 % 0.4 % - 8.4 % 3.5 %
Final CDR trended down to 0.0 % - 0.3 % 0.1 % 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.
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 $ 62 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 $ 63 million for HELOC transactions.
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.
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Premiums
Net Earned Premiums
Second Quarter Six Months
2023 2022 2023 2022
(in millions)
Financial guaranty insurance:
Scheduled net earned premiums $ 70 $ 70 $ 139 $ 149
Accelerations from refundings and terminations (1) 8 5 12 133
Accretion of discount on net premiums receivable 6 6 13 12
Financial guaranty insurance net earned premiums 84 81 164 294
Specialty net earned premiums 1 1 2 2
Net earned premiums $ 85 $ 82 $ 166 $ 296
____________________
(1) Six months 2022 accelerations included $ 104 million related to PRCCDA, PRIFA and GO/PBA exposures. See Note 3, Outstanding Exposure.
Gross Premium Receivable,
Net of Commissions Payable on Assumed Business
Roll Forward
Six Months
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 171 137
Gross premiums received, net of commissions ( 120 ) ( 180 )
Adjustments:
Changes in the expected term and debt service assumptions 9 ( 4 )
Accretion of discount, net of commissions on assumed business 13 12
Foreign exchange gain (loss) on remeasurement 46 ( 102 )
Financial guaranty insurance premium receivable (1) 1,416 1,234
Specialty insurance premium receivable 1 1
June 30, $ 1,417 $ 1,235
Approximately 72 % and 74 % of gross premiums receivable, net of commissions payable, at June 30, 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 indices, changes in expected lives and new business.
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Financial Guaranty Insurance
Expected Future Premium Collections and Earnings
As of June 30, 2023
Future Gross Premiums
to be Collected (1) Future Net Premiums
to be Earned (2)
(in millions)
2023 (July 1 - September 30) $ 51 $ 73
2023 (October 1 - December 31) 30 72
Subtotal 2023 81 145
2024 121 276
2025 104 258
2026 101 241
2027 97 227
2028-2032 404 947
2033-2037 270 633
2038-2042 187 386
After 2042 374 536
Total $ 1,739 3,649
Future accretion 323
Total future net earned premiums $ 3,972
____________________
(1) Net of assumed commissions payable.
(2) Net of reinsurance.
Selected Information for Financial Guaranty Insurance Policies with Premiums Paid in Installments
As of
June 30, 2023 December 31, 2022
(dollars in millions)
Premiums receivable, net of commissions payable $ 1,416 $ 1,297
Deferred premium revenue 1,721 1,663
Weighted-average risk-free rate used to discount premiums 1.9 % 1.8 %
Weighted-average period of premiums receivable (in years) 12.4 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 3.73 % to 5.37 % with a weighted average of 4.36 % as of June 30, 2023 and 3.82 % to 4.69 % with a weighted average of 4.15 % as of December 31, 2022.
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 June 30, 2023 December 31, 2022
(in millions)
Public finance:
U.S. public finance $ 105 $ 71
Non-U.S. public finance 1 1
Public finance 106 72
Structured finance:
U.S. RMBS ( 67 ) ( 77 )
Other structured finance 41 42
Structured finance ( 26 ) ( 35 )
Total $ 80 $ 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 June 30, 2023
(in millions)
Net expected loss to be paid (recovered) - financial guaranty insurance $ 259
Contra-paid, net 22
Salvage and subrogation recoverable, net 266
Loss and LAE reserve - financial guaranty insurance contracts, net of reinsurance ( 343 )
Net expected loss to be expensed (present value) $ 204
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 June 30, 2023
(in millions)
2023 (July 1 - September 30) $ 4
2023 (October 1 - December 31) 3
Subtotal 2023 7
2024 14
2025 13
2026 17
2027 15
2028-2032 61
2033-2037 50
2038-2042 13
After 2042 14
Net expected loss to be expensed 204
Future accretion 30
Total expected future loss and LAE $ 234
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
Second Quarter Six Months
Sector 2023 2022 2023 2022
(in millions)
Public finance:
U.S. public finance $ 56 $ 11 $ 52 $ 66
Non-U.S. public finance — — — —
Public finance 56 11 52 66
Structured finance:
U.S. RMBS ( 2 ) ( 22 ) $ 4 $ ( 19 )
Other structured finance 1 — 3 ( 1 )
Structured finance ( 1 ) ( 22 ) 7 ( 20 )
Loss and LAE (benefit) $ 55 $ ( 11 ) $ 59 $ 46
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
The following tables provide information on financial guaranty insurance contracts categorized as BIG.
Financial Guaranty Insurance
BIG Transaction Loss Summary
As of June 30, 2023
Gross Net Total BIG
BIG 1 BIG 2 BIG 3 Total BIG
(dollars in millions)
Number of risks (1) 107 16 109 232 232
Remaining weighted-average period (in years) 9.2 16.3 7.2 9.6 9.7
Outstanding exposure:
Par $ 2,326 $ 989 $ 2,280 $ 5,595 $ 5,578
Interest 1,191 923 872 2,986 2,983
Total (2) $ 3,517 $ 1,912 $ 3,152 $ 8,581 $ 8,561
Expected cash outflows (inflows) $ 110 $ 182 $ 1,702 $ 1,994 $ 1,982
Potential recoveries (3) ( 296 ) ( 79 ) ( 1,329 ) ( 1,704 ) ( 1,693 )
Subtotal ( 186 ) 103 373 290 289
Discount 49 ( 23 ) ( 56 ) ( 30 ) ( 30 )
Expected losses to be paid (recovered) $ ( 137 ) $ 80 $ 317 $ 260 $ 259
Deferred premium revenue $ 106 $ 65 $ 151 $ 322 $ 322
Reserves (salvage) $ ( 163 ) $ 39 $ 202 $ 78 $ 77
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 June 30, 2023 and December 31, 2022, respectively.
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Credit Derivatives (1)
As of June 30, 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 $ 1,131 $ ( 17 ) $ 1,175 $ ( 79 )
Non-U.S. public finance 1,611 ( 22 ) 1,565 ( 58 )
U.S. structured finance 336 ( 16 ) 342 ( 22 )
Non-U.S. structured finance 127 ( 2 ) 121 ( 3 )
Total $ 3,205 $ ( 57 ) $ 3,203 $ ( 162 )
____________________
(1) Expected loss to be paid was $ 3 million as of both June 30, 2023 and December 31, 2022.
Distribution of Credit Derivative Net Par Outstanding by Internal Rating
As of June 30, 2023 As of December 31, 2022
Rating Category Net Par
Outstanding % of Total Net Par
Outstanding % of Total
(dollars in millions)
AAA $ 1,307 40.8 % $ 1,260 39.3 %
AA 1,048 32.7 1,064 33.2
A 228 7.1 232 7.2
BBB 566 17.7 590 18.5
BIG
56 1.7 57 1.8
Credit derivative net par outstanding $ 3,205 100.0 % $ 3,203 100.0 %
Fair Value Gains (Losses) on Credit Derivatives
Second Quarter Six Months
2023 2022 2023 2022
(in millions)
Realized gains (losses) and other settlements $ — $ — $ 1 $ ( 1 )
Net unrealized gains (losses) 91 9 105 7
Fair value gains (losses) on credit derivatives $ 91 $ 9 $ 106 $ 6
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 June 30,
2023 As of December 31, 2022 As of June 30,
2022 As of December 31, 2021
Five-year CDS spread 99 63 103 49
One-year CDS spread 39 26 41 16
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Fair Value of Credit Derivative Assets (Liabilities)
and Effect of AGC Credit Spread
As of
June 30, 2023 December 31, 2022
(in millions)
Fair value of credit derivatives before effect of AGC credit spread $ ( 93 ) $ ( 207 )
Plus: Effect of AGC credit spread 36 45
Net fair value of credit derivatives $ ( 57 ) $ ( 162 )
The fair value of CDS contracts as of June 30, 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 comprises investment grade fixed-maturity securities managed by three outside managers. The Company has established investment guidelines for these 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; (iii) other investments including certain fixed-maturity and short-term securities, and (iv) 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.
Investment Portfolio
Carrying Value
As of
June 30, 2023 December 31, 2022
(in millions)
Fixed-maturity securities, available-for-sale (1):
Externally managed (2) $ 5,551 $ 5,824
Loss Mitigation Securities 509 548
Puerto Rico, New Recovery Bonds (3) 36 358
Other (4) 392 389
Fixed-maturity securities, trading - Puerto Rico, CVIs (3) 340 303
Short-term investments (5) 1,650 810
Other invested assets:
Equity method investments (6) 130 123
Other 16 10
Total $ 8,624 $ 8,365
____________________
(1) 7.5 % and 7.4 % of fixed-maturity securities were rated BIG as of June 30, 2023 and December 31, 2022, respectively, consisting primarily of Loss Mitigation Securities. 1.7 % and 5.9 % were not rated, as of June 30, 2023 and December 31, 2022, respectively.
(2) As of June 30, 2023 and December 31, 2022 amounts include $ 292 million and $ 305 million, respectively, of CLOs that had been managed by AssuredIM under an investment management agreement until June 20, 2023.
(3) These securities are not rated.
(4) As of June 30, 2023 and December 31, 2022 amounts include $ 221 million and $ 232 million, respectively, of municipal bonds that had been managed by AssuredIM under an investment management agreement until June 20, 2023.
(5) Weighted average credit rating of AAA as of both June 30, 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.
(6) Excludes investments in AssuredIM Funds which are consolidated and accounted for as CIVs.
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Upon closing of the Sound Point Transaction and the AHP Transaction in July, the Company has increased the aggregate amount it has agreed to invest in alternative investments to $ 1.5 billion, including the $ 1 billion with Sound Point, subject to regulatory approval, which includes $ 510 million of investment capital (at fair value), and $ 991 million in unfunded commitments. See Note 1, Business and Basis of Presentation for a description of the Sound Point Transaction.
Of the $ 1.5 billion to be invested, the U.S. Insurance Subsidiaries through their jointly owned investment subsidiary, AGAS, are authorized to invest up to $ 750 million plus previously distributed gains of $ 114 million for a total of $ 864 million as of June 30, 2023. As of July 1, 2023, AGAS commitments to funds previously managed by AssuredIM were $ 553 million (of which $ 333 million was funded with a net asset value (NAV) of $ 350 million). This capital was committed to several funds, each dedicated to a single strategy, including CLOs, asset-based finance and healthcare structured capital and are managed by Sound Point or by AHP. As of June 30, 2023, all of the funds in which AGAS invests are accounted for as CIVs. See Note 8, Financial Guaranty Variable Interest Entities and Consolidated Investment Vehicles.
Accrued investment income, which is reported in “other assets,” was $ 73 million as of June 30, 2023 and $ 71 million as of December 31, 2022. In six months 2023 and six months 2022, the Company did not write off any accrued investment income.
Available-for-Sale Fixed-Maturity Securities by Security Type
As of June 30, 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 42 % $ 2,973 $ ( 14 ) $ 27 $ ( 110 ) $ 2,876 AA-
U.S. government and agencies 1 69 — 1 ( 6 ) 64 AA+
Corporate securities (3) 33 2,330 ( 6 ) 3 ( 261 ) 2,066 A
Mortgage-backed securities (4):
RMBS 6 440 ( 20 ) 3 ( 71 ) 352 BBB+
Commercial mortgage-backed securities (CMBS) 3 214 — — ( 10 ) 204 AAA
Asset-backed securities:
CLOs 7 468 — — ( 14 ) 454 A+
Other 6 432 ( 39 ) 17 ( 36 ) 374 CCC+
Non-U.S. government securities 2 118 — — ( 20 ) 98 AA-
Total available-for-sale fixed-maturity securities 100 % $ 7,044 $ ( 79 ) $ 51 $ ( 528 ) $ 6,488 A
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 38 % and 30 % of mortgage-backed securities as of June 30, 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 June 30, 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 $ 1,357 $ ( 18 ) $ 622 $ ( 89 ) $ 1,979 $ ( 107 )
U.S. government and agencies 9 — 32 ( 6 ) 41 ( 6 )
Corporate securities 473 ( 13 ) 1,253 ( 202 ) 1,726 ( 215 )
Mortgage-backed securities:
RMBS 127 ( 6 ) 56 ( 5 ) 183 ( 11 )
CMBS 21 ( 1 ) 183 ( 9 ) 204 ( 10 )
Asset-backed securities:
CLOs 1 — 415 ( 14 ) 416 ( 14 )
Other 10 — 18 ( 2 ) 28 ( 2 )
Non-U.S. government securities — — 94 ( 20 ) 94 ( 20 )
Total $ 1,998 $ ( 38 ) $ 2,673 $ ( 347 ) $ 4,671 $ ( 385 )
Number of securities (1) 778 1,079 1,830
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 June 30, 2023 and December 31, 2022 were related to higher interest rates rather than credit quality. As of June 30, 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 June 30, 2023, of the securities in an unrealized loss position for which an allowance for credit loss was not recorded, 508 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 $ 269 million as of June 30, 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 June 30, 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 June 30, 2023
Amortized
Cost Estimated
Fair Value
(in millions)
Due within one year $ 286 $ 280
Due after one year through five years 1,537 1,430
Due after five years through 10 years 1,696 1,597
Due after 10 years 2,871 2,625
Mortgage-backed securities:
RMBS 440 352
CMBS 214 204
Total $ 7,044 $ 6,488
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 $ 230 million as of June 30, 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 are otherwise restricted for the benefit of other AGL subsidiaries in accordance with statutory and regulatory requirements in the amounts of $ 1,149 million and $ 1,169 million based on fair value as of June 30, 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
Second Quarter Six Months
2023 2022 2023 2022
(in millions)
Investment income:
Fixed-maturity securities, available-for-sale:
Externally managed (1) $ 53 $ 50 $ 105 $ 100
Loss Mitigation Securities 12 6 22 15
Puerto Rico, New Recovery Bonds 1 3 4 4
Other (2) 4 4 7 7
Short-term investments 18 1 32 1
Other invested assets 2 — 2 —
Investment income 90 64 172 127
Investment expenses ( 1 ) ( 2 ) ( 2 ) ( 3 )
Net investment income $ 89 $ 62 $ 170 $ 124
Fair value gains (losses) on trading securities (3) $ 40 $ ( 18 ) $ 38 $ ( 22 )
Equity in earnings (losses) of investees (4) $ 5 $ — $ 7 $ ( 11 )
____________________
(1) Amounts for 2022 include income on the portion of the CLO portfolio that was previously managed by AssuredIM.
(2) Amounts for 2022 include income on the portion of the municipal bond portfolio that was previously managed by AssuredIM.
(3) Fair value gains on trading securities pertaining to securities still held as of June 30, 2023 were $ 40 million for second quarter 2023 and $ 38 million for six months 2023, respectively. Fair value losses on trading securities pertaining to securities still held as of June 30, 2022 were $ 12 million for second quarter 2022 and $ 16 million for six months 2022, respectively.
(4) 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 second quarter 2023, $ 2 million in six months 2023, and $ 3 million in six months 2022.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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)
Second Quarter Six Months
2023 2022 2023 2022
(in millions)
Gross realized gains on sales of available-for-sale securities (1) $ 7 $ — $ 19 $ —
Gross realized losses on sales of available-for-sale securities (1) ( 6 ) ( 21 ) ( 15 ) ( 23 )
Net foreign currency gains (losses) — ( 3 ) — ( 3 )
Change in allowance for credit losses and intent to sell ( 10 ) ( 4 ) ( 15 ) ( 9 )
Other net realized gains (losses) — — — 10
Net realized investment gains (losses) $ ( 9 ) $ ( 28 ) $ ( 11 ) $ ( 25 )
____________________
(1) Gross realized gains and losses on sales in all periods related primarily to sales of New Recovery Bonds received as part of the 2022 Puerto Rico Resolutions.
The proceeds from sales of fixed-maturity securities classified as available-for-sale were $ 239 million in second quarter 2023, $ 296 million in second quarter 2022, $ 694 million in six months 2023 and $ 353 million in six months 2022.
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
Second Quarter Six Months
2023 2022 2023 2022
(in millions)
Balance, beginning of period $ 69 $ 47 $ 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 10 4 14 5
Balance, end of period $ 79 $ 51 $ 79 $ 51
The Company did not purchase any securities with credit deterioration during the periods presented. Most of the Company’s securities with credit deterioration are Loss Mitigation Securities.
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
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 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 VIEs’ liabilities, which is reported in other comprehensive income (OCI). As of both June 30, 2023 and December 31, 2022, the Company consolidated 25 structured finance and other FG VIEs.
Puerto Rico Trusts
As of June 30, 2023 and December 31, 2022, the Company consolidated 45 custodial trusts established as part of the 2022 Puerto Rico Resolutions 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 they are 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. On July 28, 2023, the Company directed the trustee to notify certain holders of custody receipts representing interests in legacy insured GO, PBA and HTA bonds of its intent to satisfy on August
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
31, 2023 its obligations under the legacy insured bonds with respect to $ 108 million net par outstanding as of July 28, 2023 and, following payment of such obligations, AGC and AGM will receive the New Recovery Bonds and/or CVIs with notional amounts and maturity values totaling $ 94 million as of July 28, 2023 held as collateral with respect to the custodial trusts. 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.
Puerto Rico Trusts
Carrying Value
As of
June 30, 2023 December 31, 2022
(in millions)
New Recovery Bonds, available-for-sale $ 218 $ 204
CVIs, trading 5 5
New Recovery Bonds
Reported in FG VIEs’ Assets
Available-for-Sale
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Estimated
Fair
Value
(dollars in millions)
As of June 30, 2023 $ 205 $ 15 $ ( 2 ) $ 218
As of December 31, 2022 204 4 ( 4 ) 204
As of June 30, 2023, 11 securities in the Puerto Rico Trusts were in a gross unrealized loss position totaling $ 2 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, 14 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 June 30, 2023 and December 31, 2022 were primarily attributable to the change in interest rates, rather than credit quality. As of June 30, 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 June 30, 2023 and December 31, 2022, of the securities in an unrealized loss position for which an allowance for credit loss was not recorded, three and eight securities, respectively, had unrealized losses in excess of 10% of their carrying value. The total unrealized loss for these securities was $ 1 million and $ 3 million as of June 30, 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 June 30, 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
Available-for-Sale
Distribution by Contractual Maturity
As of June 30, 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 44
Due after 10 years 156 167
Total $ 205 $ 218
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Components of FG VIEs’ Assets and Liabilities
Net fair value gains and losses on FG VIEs are expected to reverse to zero by the 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
June 30, 2023 December 31, 2022
(in millions)
FG VIEs’ assets:
U.S. RMBS first lien $ 154 $ 167
U.S. RMBS second lien 27 30
Puerto Rico Trusts’ assets (includes $ 223 and $ 209 at fair value) (1)
226 212
Other 7 7
Total FG VIEs’ assets $ 414 $ 416
FG VIEs’ liabilities with recourse:
U.S. RMBS first lien $ 165 $ 176
U.S. RMBS second lien 22 24
Puerto Rico Trusts’ liabilities 493 495
Other 7 7
Total FG VIEs’ liabilities with recourse $ 687 $ 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 June 30, 2023 that was reported in the condensed consolidated statements of operations for second quarter 2023 and six months 2023 were losses of $ 1 million and $ 2 million, respectively. The change in the ISCR of the FG VIEs’ assets at FVO held as of June 30, 2022 was a gain of $ 1 million and a loss of $ 4 million for second quarter 2022 and six months 2022, respectively. 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.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Selected Information for FG VIEs’ Assets and Liabilities
Measured under the FVO
As of
June 30, 2023 December 31, 2022
(in millions)
Excess of unpaid principal over fair value of:
FG VIEs’ assets $ 266 $ 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 30 34
Unpaid principal for FG VIEs’ liabilities with recourse (1)
710 723
____________________
(1) FG VIEs’ liabilities with recourse will mature at various dates ranging from 2023 through 2041.
CIVs
As of June 30, 2023, CIVs consist of certain AssuredIM Funds, CLOs and CLO warehouses for which the Company was 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. In light of the Sound Point Transaction and the AHP Transaction, the Company is evaluating whether it will continue to consolidate each of its consolidated investment vehicles (CIVs).
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 June 30, 2023 December 31, 2022
Funds (1) 6 8
CLOs (2) 10 10
CLO warehouses (3) 2 4
Total number of consolidated CIVs (4) 18 22
____________________
(1) Two funds were deconsolidated in six months 2023. One fund was consolidated in six months 2022.
(2) During six months 2022, the Company deconsolidated a CLO with assets and liabilities of $ 417 million.
(3) Two CLO warehouses were deconsolidated in six months 2023. One CLO warehouse was consolidated in six months 2022
(4) As of June 30, 2023 and December 31, 2022, one and two , respectively, CIV were voting interest entities (VOEs). Certain funds meet the criteria for a VOE because the Company possesses substantially all of the economics and all of the decision-making authority.
During six months 2023, no consolidated CLO warehouses became CLOs. During six months 2022, two consolidated CLO warehouses became CLOs.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Assets and Liabilities of CIVs
As of
June 30, 2023 December 31, 2022
(in millions)
Assets:
Fund assets:
Cash and cash equivalents $ 28 $ 59
Fund investments, at fair value
Equity securities and warrants 299 434
Corporate securities 84 96
Structured products 74 128
Due from brokers and counterparties 3 —
Other — 1
CLO and CLO warehouse assets:
Cash 21 38
CLO investments:
Loans in CLOs, FVO 4,283 4,202
Loans in CLO warehouses, FVO 169 368
Short-term investments, at fair value 69 135
Due from brokers and counterparties 25 32
Total assets (1) $ 5,055 $ 5,493
Liabilities:
CLO obligations, FVO (2)
4,138 4,090
Warehouse financing debt, FVO (3) 157 313
Due to brokers and counterparties 60 112
Other liabilities 105 110
Total liabilities $ 4,460 $ 4,625
____________________
(1) Includes investments in AssuredIM Funds and other affiliated entities of $ 267 million and $ 392 million as of June 30, 2023 and December 31, 2022, respectively. Includes assets of a VOE of $ 24 million as of June 30, 2023, and assets and liabilities of a VOE of $ 58 million and $ 1 million, respectively, as of December 31, 2022.
(2) The weighted average maturity of CLO obligations was 5.8 years as of June 30, 2023 and 6.2 years as of December 31, 2022. The weighted average interest rate of CLO obligations was 6.6 % as of June 30, 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 0.3 years as of June 30, 2023 and 1.9 years as of December 31, 2022. The weighted average interest rate of warehouse financing debt of CLO warehouses was 5.3 % as of June 30, 2023 and 4.5 % as of December 31, 2022. Warehouse financing debt will mature at various dates from 2023 to 2024.
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 its 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 June 30, 2023 and December 31, 2022, other liabilities in the table above include redeemable noncontrolling interests (NCI).
As of June 30, 2023, the CIVs had unfunded commitments to invest of $ 452 million.
As of June 30, 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 $ 42 million and $ 47 million, respectively. The fair 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 for second quarter 2022 and $ 8 million for six months 2022.
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 June 30, 2023, these credit facilities had varying maturities ranging from 2023 to 2024 with the aggregate principal amount not exceeding $ 820 million. The available commitments were based on the amount of equity contributed to the warehouses which was $ 217 million. As of June 30, 2023, $ 134 million was drawn under credit facilities with interest rate Euro InterBank Offered Rate (Euribor) plus 300 basis points (bps) (with a floor on Euribor of zero ). The CLO warehouses were in compliance with all financial covenants as of June 30, 2023.
As of June 30, 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 June 30, 2023, $ 54 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 June 30, 2023.
NCI 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 $ 9 million as of June 30, 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 June 30, 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 both June 30, 2023 and December 31, 2022, the Company identified 85 policies that contain provisions and experienced events that may trigger consolidation.
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 June 30, 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.
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
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 six months 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 was a transfer of a fixed-maturity security in the investment portfolio and securities in the FG VIEs’ asset portfolio from Level 3 to Level 2 during second quarter 2022. There were no other 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.
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
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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 June 30, 2023, the Company used models to price 193 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, 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.
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 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 June 30, 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.
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The rates used to discount future expected premium cash flows ranged from 2.94 % to 5.48 % at June 30, 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 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 limiting the amount of unrealized gains that are recognized on certain CDS contracts. Given market conditions and the Company’s own credit spreads, approximately 10.6 %, based on fair value, of the Company’s CDS contracts were fair valued using this minimum premium as of June 30, 2023. As of 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 applicable discount rate 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.
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• 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.
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. 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 pricing service 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 in 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
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 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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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 June 30, 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 $ — $ 2,830 $ 46 $ 2,876
U.S. government and agencies — 64 — 64
Corporate securities — 2,066 — 2,066
Mortgage-backed securities:
RMBS — 190 162 352
CMBS — 204 — 204
Asset-backed securities — 28 800 828
Non-U.S. government securities — 98 — 98
Total fixed-maturity securities, available-for-sale — 5,480 1,008 6,488
Fixed-maturity securities, trading — 340 — 340
Short-term investments 1,629 21 — 1,650
Other invested assets (1) — — 3 3
FG VIEs’ assets — 223 188 411
Assets of CIVs (2):
Fund investments:
Equity securities and warrants — 4 290 294
Corporate securities — — 84 84
Structured products — 74 — 74
CLOs and CLO warehouse assets:
Loans — 4,452 — 4,452
Short-term investments 69 — — 69
Total assets of CIVs 69 4,530 374 4,973
Assets held for sale 1 — — 1
Other assets 59 49 33 141
Total assets carried at fair value $ 1,758 $ 10,643 $ 1,606 $ 14,007
Liabilities:
Credit derivative liabilities $ — $ — $ 58 $ 58
FG VIEs’ liabilities (3) — — 699 699
Liabilities of CIVs:
CLO obligations of CFEs — — 4,138 4,138
Warehouse financing debt — 127 30 157
Securitized borrowing — — 31 31
Total liabilities of CIVs — 127 4,199 4,326
Liabilities held for sale — 7 — 7
Total liabilities carried at fair value $ — $ 134 $ 4,956 $ 5,090
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 $ 23 million of equity method investments measured at fair value under the FVO using the NAV as a practical expedient as of both June 30, 2023 and December 31, 2022.
(2) Excludes $ 5 million, as of both June 30, 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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(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 second quarter 2023, second quarter 2022, six months 2023 and six months 2022.
Roll Forward of Level 3 Assets (Liabilities) at Fair Value on a Recurring Basis
Second 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 March 31, 2023 $ 47 $ 174 $ 795 $ 197 $ 329 $ 93 $ 17 $ 34
Total pre-tax realized and unrealized gains (losses) recorded in:
Net income (loss) 1 (1) 4 (1) ( 3 ) (1) ( 2 ) (2) 7 (4) ( 1 ) (4) — 3 (3)
Other comprehensive income (loss) ( 1 ) ( 7 ) ( 5 ) — — — — —
Purchases — — 18 — 34 2 — —
Sales — — ( 2 ) — ( 80 ) ( 10 ) ( 17 ) —
Settlements ( 1 ) ( 9 ) ( 3 ) ( 7 ) — — — ( 4 )
Fair value as of June 30, 2023 $ 46 $ 162 $ 800 $ 188 $ 290 $ 84 $ — $ 33
Change in unrealized gains (losses) related to financial instruments held as of June 30, 2023 included in:
Earnings $ ( 3 ) (2) $ ( 33 ) (4) $ — $ — $ 3 (3)
OCI $ ( 1 ) $ ( 7 ) $ ( 4 ) $ —
Roll Forward of Level 3 Assets (Liabilities) at Fair Value on a Recurring Basis
Second Quarter 2023
Credit Derivative
Liability, net (5) FG VIEs’ Liabilities (8) Liabilities of CIVs
(in millions)
Fair value as of March 31, 2023 $ ( 148 ) $ ( 704 ) $ ( 4,220 )
Total pre-tax realized and unrealized gains (losses) recorded in:
Net income (loss) 91 (6) ( 2 ) (2) 17 (4)
Other comprehensive income (loss) — 2 ( 5 )
Settlements — 5 9
Fair value as of June 30, 2023 $ ( 57 ) $ ( 699 ) $ ( 4,199 )
Change in unrealized gains (losses) related to financial instruments held as of June 30, 2023 included in:
Earnings $ 91 (6) $ 4 (2) $ ( 2 ) (4)
OCI $ 2 $ ( 5 )
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Roll Forward of Level 3 Assets (Liabilities) at Fair Value on a Recurring Basis
Second 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 and Warrants Corporate Securities Structured Products Other
(7)
(in millions)
Fair value as of March 31, 2022 $ 70 $ 200 $ 842 $ 267 $ 243 $ 83 $ — $ 28
Total pre-tax realized and unrealized gains (losses) recorded in:
Net income (loss) ( 1 ) (1) 6 (1) ( 3 ) (1) 1 (2) 16 (4) 7 (4) ( 3 ) (4) 10 (3)
Other comprehensive income (loss) ( 3 ) ( 11 ) ( 30 ) — — — — ( 1 )
Purchases — — 10 — 5 — 42 —
Sales — — ( 9 ) — ( 6 ) — ( 21 ) —
Settlements ( 14 ) ( 11 ) ( 5 ) ( 26 ) — — — —
Deconsolidations — — — ( 15 ) — — 20 —
Transfers out of Level 3 ( 1 ) — — ( 4 ) — — — —
Fair value as of June 30, 2022 $ 51 $ 184 $ 805 $ 223 $ 258 $ 90 $ 38 $ 37
Change in unrealized gains (losses) related to financial instruments held as of June 30, 2022 included in:
Earnings $ 2 (2) $ 10 (4) $ 7 (4) $ ( 3 ) (4) $ 10 (3)
OCI $ ( 4 ) $ ( 10 ) $ ( 29 ) $ ( 1 )
Roll Forward of Level 3 Assets (Liabilities) at Fair Value on a Recurring Basis
Second Quarter 2022
Credit Derivative
Liability, net (5) FG VIEs’ Liabilities (8) Liabilities of CIVs
(in millions)
Fair value as of March 31, 2022 $ ( 156 ) $ ( 335 ) $ ( 3,650 )
Total pre-tax realized and unrealized gains (losses) recorded in:
Net income (loss) 9 (6) 11 (2) 250 (4)
Other comprehensive income (loss) — 3 37
Issuances — — ( 1,027 )
Settlements — 24 29
Deconsolidations — 15 374
Fair value as of June 30, 2022 $ ( 147 ) $ ( 282 ) $ ( 3,987 )
Change in unrealized gains (losses) related to financial instruments held as of June 30, 2022 included in:
Earnings $ 8 (6) $ 11 (2) $ 262 (4)
OCI $ 3 $ 37
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Roll Forward of Level 3 Assets (Liabilities) at Fair Value on a Recurring Basis
Six Months 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) 1 (1) 7 (1) — ( 1 ) (2) 40 (4) ( 3 ) (4) 2 (4) ( 13 ) (3)
Other comprehensive income (loss) — ( 8 ) ( 8 ) — — — — —
Purchases — — 23 — 38 6 — —
Sales — — ( 2 ) — ( 85 ) ( 15 ) ( 48 ) —
Settlements ( 2 ) ( 16 ) ( 7 ) ( 15 ) — — — ( 4 )
Fair value as of June 30, 2023 $ 46 $ 162 $ 800 $ 188 $ 290 $ 84 $ — $ 33
Change in unrealized gains (losses) related to financial instruments held as of June 30, 2023 included in:
Earnings $ ( 3 ) (2) $ ( 1 ) (4) $ ( 3 ) (4) $ — $ ( 13 ) (3)
OCI $ — $ ( 8 ) $ ( 7 ) $ —
Roll Forward of Level 3 Assets (Liabilities) at Fair Value on a Recurring Basis
Six Months 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) 106 (6) 1 (2) ( 45 ) (4)
Other comprehensive income (loss) — 1 ( 13 )
Settlements ( 1 ) 14 13
Fair value as of June 30, 2023 $ ( 57 ) $ ( 699 ) $ ( 4,199 )
Change in unrealized gains (losses) related to financial instruments held as of June 30, 2023 included in:
Earnings $ 105 (6) $ 2 (2) $ ( 67 ) (4)
OCI $ 1 $ ( 13 )
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Roll Forward of Level 3 Assets (Liabilities) at Fair Value on a Recurring Basis
Six Months 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 Structured Products 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) — 10 (1) — ( 3 ) (2) 26 (4) 6 (4) ( 3 ) (4) 11 (3)
Other comprehensive income (loss) ( 8 ) ( 19 ) ( 37 ) — — — — ( 1 )
Purchases — — 35 — 5 1 42 —
Sales — — ( 12 ) — ( 12 ) ( 8 ) ( 21 ) —
Settlements ( 13 ) ( 23 ) ( 44 ) ( 34 ) — — — —
Consolidations — — — 15 — — — —
Deconsolidations — — — ( 15 ) — — 20 —
Fair value as of June 30, 2022 $ 51 $ 184 $ 805 $ 223 $ 258 $ 90 $ 38 $ 37
Change in unrealized gains (losses) related to financial instruments held as of June 30, 2022 included in:
Earnings $ ( 2 ) (2) $ 18 (4) $ 5 (4) $ ( 3 ) (4) $ 11 (3)
OCI $ ( 10 ) $ ( 17 ) $ ( 36 ) $ ( 1 )
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Roll Forward of Level 3 Assets (Liabilities) at Fair Value on a Recurring Basis
Six Months 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) 6 (6) 26 (2) 295 (4)
Other comprehensive income (loss) — 3 56
Issuances — — ( 1,408 )
Settlements 1 65 401
Consolidations — ( 102 ) —
Deconsolidations — 15 374
Fair value as of June 30, 2022
$ ( 147 ) $ ( 282 ) $ ( 3,987 )
Change in unrealized gains (losses) related to financial instruments held as of June 30, 2022 included in:
Earnings $ 5 (6) $ 49 (2) $ 303 (4)
OCI $ 3 $ 56
____________________
(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.
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Level 3 Fair Value Disclosures
Quantitative Information About Level 3 Fair Value Inputs
As of June 30, 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 $ 46 Yield 7.3 % - 20.0 % 8.8 %
RMBS 162 CPR 1.0 % - 15.1 % 4.2 %
CDR 1.5 % - 16.0 % 5.8 %
Loss severity 50.0 % - 125.0 % 82.6 %
Yield 7.5 % - 11.8 % 9.0 %
Asset-backed securities:
Life insurance transactions 326 Yield 8.1 %
CLOs 454 Discount margin 1.5 % - 3.9 % 2.6 %
Others 20 Yield 7.0 % - 12.8 % 12.7 %
FG VIEs’ assets (1) 188 CPR 0.4 % - 22.1 % 8.3 %
CDR 1.3 % - 41.0 % 9.3 %
Loss severity 45.0 % - 100.0 % 82.5 %
Yield 8.0 % - 11.1 % 9.5 %
Assets of CIVs (3):
Equity securities and warrants 290 Yield 8.7 %
Discount rate 17.1 % - 27.4 % 23.6 %
Market multiple-enterprise value/revenue 0.95 x
- 0.99 x
0.97 x
Market multiple-enterprise value/EBITDA (6) 2.50 x
- 11.50 x
10.66 x
Market multiple-price to book 1.00 x
Market multiple-price to earnings 5.25 x
Terminal growth rate 3.0 % - 4.0 % 3.4 %
Exit multiple-EBITDA 11.00 x
- 12.00 x
11.29 x
Exit multiple-price to book 1.10 x
Exit multiple-price to earnings 5.25 x
Cost 1.00 x
Sale scenario - discount rate 4.7 % - 4.8 % 4.8 %
Haircut to Holdback 30.0 % - 95.0 % 62.5 %
Corporate securities 84 Discount rate 17.1 %
Yield 16.3 %
Cost 1.00 x
Market multiple-enterprise value/EBITDA 2.50 x
- 2.75 x
2.63 x
Other assets (1) 32 Implied Yield 8.1 % - 8.7 % 8.4 %
Term (years) 10 years
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Financial Instrument Description Fair Value Assets (Liabilities)
(in millions) Significant Unobservable Inputs Range Weighted Average (4)
Credit derivative liabilities, net (1) $ ( 57 ) Hedge cost (in bps) 17.2 - 39.5 24.2
Bank profit (in bps) 115.9 - 298.8 178.0
Internal floor (in bps) 10.0
Internal credit rating AAA - CCC AA
FG VIEs’ liabilities (1) ( 699 ) CPR 0.4 % - 22.1 % 8.3 %
CDR 1.3 % - 41.0 % 9.3 %
Loss severity 45.0 % - 100.0 % 82.5 %
Yield 4.5 % - 11.1 % 5.5 %
Liabilities of CIVs (1):
CLO obligations of CFEs (5) ( 4,138 ) Yield 4.8 % - 24.1 % 7.0 %
Warehouse financing debt ( 30 ) Yield 0.0 % - 9.3 % 9.3 %
Securitized borrowing ( 31 ) Discount rate 24.3 %
Terminal growth rate 3.0 %
Exit multiple-EBITDA 11.00 x
Market multiple-enterprise value/EBITDA 10.50 x
- 11.50 x
11.00 x
___________________
(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 $ 3 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).
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 1.05 x
- 1.10 x
1.08 x
Market multiple-enterprise value/EBITDA 2.50 x
- 11.00 x
10.25 x
Market multiple-price to book 1.15 x
Market multiple-price to earnings 4.50 x
Terminal growth rate 3.0 % - 4.0 % 3.5 %
Exit multiple-EBITDA 8.00 x
- 12.00 x
10.53 x
Exit multiple-price to book 1.30 x
Exit multiple-price to earnings 5.50 x
Cost 1.00 x
Corporate securities 96 Discount rate 20.8 % - 23.8 % 21.7 %
Yield 16.3 %
Exit multiple-EBITDA 8.00 x
Cost 1.00 x
Market multiple-enterprise value/EBITDA 2.50 x
- 2.75 x
2.63 x
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
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 11.00 x
Market multiple-enterprise value/EBITDA 10.00 x
- 11.00 x
10.50 x
____________________
(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.
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Other Liabilities
As of June 30, 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 June 30, 2023 As of December 31, 2022
Carrying
Amount Estimated
Fair Value Carrying
Amount Estimated
Fair Value
(in millions)
Assets (liabilities):
Assets of CIVs (1) $ 47 $ 47 $ 46 $ 46
Assets held for sale 10 10 — —
Other assets (including other invested assets) (2) 130 131 92 93
Financial guaranty insurance contracts (3) ( 2,291 ) ( 1,901 ) ( 2,335 ) ( 986 )
Long-term debt ( 1,677 ) ( 1,491 ) ( 1,675 ) ( 1,477 )
Liabilities of CIVs (4) ( 114 ) ( 114 ) ( 170 ) ( 170 )
Liabilities held for sale ( 36 ) ( 36 ) — —
Other liabilities (5) ( 66 ) ( 66 ) ( 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. Upon closing of the Sound Point Transaction and the AHP Transaction, the Company will account for its investment in Sound Point as an equity method investment rather than as a consolidated asset manager.
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Asset Management Fees
Second Quarter Six Months
2023 2022 2023 2022
(in millions)
Management fees:
CLOs (1) $ 9 $ 8 $ 17 $ 17
Opportunity funds and liquid strategies 1 8 4 12
Wind-down funds — — — 1
Total management fees 10 16 21 30
Performance fees 6 1 18 15
Reimbursable fund expenses 11 4 14 10
Total asset management fees $ 27 $ 21 $ 53 $ 55
_____________________
(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.
The Company had management and performance fees receivable of $ 10 million as of both June 30, 2023 and December 31, 2022. These balances are in “assets held for sale” and “other assets” on the condensed consolidated balance sheets as of June 30, 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
June 30, 2023 December 31, 2022
(in millions)
Net deferred tax assets (liabilities) $ 101 $ 114
Net current tax assets (liabilities) 35 63
Valuation Allowance
As of June 30, 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
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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 June 30, 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.
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
Second Quarter Six Months
2023 2022 2023 2022
(in millions)
Expected tax provision (benefit) $ 23 $ ( 2 ) $ 43 $ 12
Tax-exempt interest ( 3 ) ( 4 ) ( 6 ) ( 7 )
NCI — ( 5 ) ( 3 ) ( 6 )
State taxes 4 4 7 8
Foreign taxes ( 4 ) 9 1 10
Stock based compensation ( 1 ) 2 — 4
Other ( 1 ) ( 1 ) ( 1 ) —
Total provision (benefit) for income taxes $ 18 $ 3 $ 41 $ 21
Effective tax rate 12.6 % ( 12.9 ) % 15.6 % 30.3 %
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.
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Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
The following tables present pre-tax income and revenue by jurisdiction.
Pre-tax Income (Loss) by Tax Jurisdiction
Second Quarter Six Months
2023 2022 2023 2022
(in millions)
U.S. $ 117 $ 25 $ 225 $ 109
Bermuda 33 ( 10 ) 58 17
U.K. ( 4 ) ( 31 ) ( 15 ) ( 45 )
Other ( 2 ) ( 6 ) ( 4 ) ( 10 )
Total $ 144 $ ( 22 ) $ 264 $ 71
Revenue by Tax Jurisdiction
Second Quarter Six Months
2023 2022 2023 2022
(in millions)
U.S. $ 293 $ 106 $ 528 $ 375
Bermuda 58 6 93 39
U.K. 8 ( 18 ) 21 ( 18 )
Other 1 ( 4 ) 1 ( 6 )
Total $ 360 $ 90 $ 643 $ 390
Pre-tax income by jurisdiction may be disproportionate to revenue by jurisdiction to the extent that insurance losses incurred are disproportionate.
Audits
As of June 30, 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 June 30, 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 affiliates 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
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year. In the first quarter of 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 2009 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 had terminated the transactions in question in compliance with the agreement between AGFP and LBIE, and properly 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. 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. Following a bench trial, on March 8, 2023, the Court rendered its decision and found in favor of AGFP. On May 17, 2023, the Court issued an order holding that AGFP is entitled to interest on its damages award at a rate of 8 % simple and directing the clerk to enter judgment in favor of AGFP. On June 30, 2023, the clerk entered judgment in favor of AGFP in the amount of approximately $ 54 million for damages and prejudgment interest on AGFP’s counterclaims and, on July 10, 2023, LBIE filed a notice of appeal of that judgment. On July 1, 2023, AGFP moved the Court to award it approximately $ 58 million for attorneys’ fees and expenses AGFP incurred through March 2023. The Company has not accrued for either of these amounts in its financial statements.
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
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
Second 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, March 31, 2023 $ ( 254 ) $ ( 105 ) $ ( 24 ) $ ( 43 ) $ 6 $ ( 420 )
Other comprehensive income (loss) before reclassifications ( 30 ) ( 18 ) 1 1 — ( 46 )
Less: Amounts reclassified from AOCI to:
Net realized investment gains (losses)
1 ( 10 ) — — — ( 9 )
Fair value gains (losses) on FG VIEs
— — ( 1 ) — — ( 1 )
Interest expense — — — — 1 1
Total before tax
1 ( 10 ) ( 1 ) — 1 ( 9 )
Tax (provision) benefit
( 1 ) 2 — — 1
Total amount reclassified from AOCI, net of tax — ( 8 ) ( 1 ) — 1 ( 8 )
Other comprehensive income (loss) ( 30 ) ( 10 ) 2 1 ( 1 ) ( 38 )
Balance, June 30, 2023 $ ( 284 ) $ ( 115 ) $ ( 22 ) $ ( 42 ) $ 5 $ ( 458 )
Changes in Accumulated Other Comprehensive Income (Loss) by Component
Second 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, March 31, 2022 $ 37 $ ( 63 ) $ ( 21 ) $ ( 37 ) $ 6 $ ( 78 )
Other comprehensive income (loss) before reclassifications ( 261 ) ( 48 ) 2 ( 8 ) — ( 315 )
Less: Amounts reclassified from AOCI to:
Net realized investment gains (losses)
( 23 ) ( 5 ) — — — ( 28 )
Fair value gains (losses) on FG VIEs
— — ( 1 ) — — ( 1 )
Total before tax
( 23 ) ( 5 ) ( 1 ) — — ( 29 )
Tax (provision) benefit
4 1 1 — — 6
Total amount reclassified from AOCI, net of tax ( 19 ) ( 4 ) — — — ( 23 )
Other comprehensive income (loss) ( 242 ) ( 44 ) 2 ( 8 ) — ( 292 )
Balance, June 30, 2022 $ ( 205 ) $ ( 107 ) $ ( 19 ) $ ( 45 ) $ 6 $ ( 370 )
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Changes in Accumulated Other Comprehensive Income (Loss) by Component
Six Months 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 61 ( 17 ) ( 1 ) 3 — 46
Less: Amounts reclassified from AOCI to:
Net realized investment gains (losses)
4 ( 15 ) — — — ( 11 )
Fair value gains (losses) on FG VIEs
— — ( 2 ) — — ( 2 )
Interest expense — — — — 1 1
Total before tax
4 ( 15 ) ( 2 ) — 1 ( 12 )
Tax (provision) benefit
( 2 ) 3 — — 1
Total amount reclassified from AOCI, net of tax 2 ( 12 ) ( 2 ) — 1 ( 11 )
Other comprehensive income (loss) 59 ( 5 ) 1 3 ( 1 ) 57
Balance, June 30, 2023 $ ( 284 ) $ ( 115 ) $ ( 22 ) $ ( 42 ) $ 5 $ ( 458 )
Changes in Accumulated Other Comprehensive Income (Loss) by Component
Six Months 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 ( 600 ) ( 91 ) 1 ( 9 ) — ( 699 )
Less: Amounts reclassified from AOCI to:
Net realized investment gains (losses)
( 24 ) ( 10 ) — — — ( 34 )
Fair value gains (losses) on FG VIEs
— — ( 2 ) — — ( 2 )
Total before tax
( 24 ) ( 10 ) ( 2 ) — — ( 36 )
Tax (provision) benefit
4 2 1 — — 7
Total amount reclassified from AOCI, net of tax ( 20 ) ( 8 ) ( 1 ) — — ( 29 )
Other comprehensive income (loss) ( 580 ) ( 83 ) 2 ( 9 ) — ( 670 )
Balance, June 30, 2022 $ ( 205 ) $ ( 107 ) $ ( 19 ) $ ( 45 ) $ 6 $ ( 370 )
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
Share Repurchases
As of August 8, 2023, the Company was authorized to purchase $ 158 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 - March 31) 36,369 2 62.23
2023 (April 1 - June 30) 453,942 24 53.08
2023 (July 1 - August 8) 320,646 19 58.32
Total 2023 810,957 $ 45 55.56
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Assured Guaranty Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
14. Earnings Per Share
Computation of Earnings Per Share
Second Quarter Six Months
2023 2022 2023 2022
(in millions, except per share amounts)
Basic Earnings Per Share (EPS):
Net income (loss) attributable to AGL $ 125 $ ( 47 ) $ 206 $ 19
Less: Distributed and undistributed income (loss) available to nonvested shareholders 1 — 1 —
Distributed and undistributed income (loss) available to common shareholders of AGL and subsidiaries, basic $ 124 $ ( 47 ) $ 205 $ 19
Basic shares 59.2 63.8 59.1 65.0
Basic EPS $ 2.09 $ ( 0.74 ) $ 3.46 $ 0.29
Diluted EPS:
Distributed and undistributed income (loss) available to common shareholders of AGL and subsidiaries, basic $ 124 $ ( 47 ) $ 205 $ 19
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 $ 124 $ ( 47 ) $ 205 $ 19
Basic shares 59.2 63.8 59.1 65.0
Dilutive securities:
Restricted stock awards 0.9 — 1.2 1.2
Diluted shares 60.1 63.8 60.3 66.2
Diluted EPS $ 2.06 $ ( 0.74 ) $ 3.40 $ 0.29
Potentially dilutive securities excluded from computation of EPS because of antidilutive effect 0.2 2.1 0.1 1.2
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.