Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
1.Business and Basis of Presentation
Business
Assured Guaranty Ltd. (AGL and, together with its subsidiaries, Assured Guaranty or the Company) is a Bermuda-based holding company that provides, through its operating subsidiaries, credit protection products to the United States (U.S.) and international public finance (including infrastructure) and structured finance markets, as well as asset management services.
Through its insurance subsidiaries, the Company applies its credit underwriting judgment, risk management skills and capital markets experience primarily to offer financial guaranty insurance that protects holders of debt instruments and other monetary obligations from defaults in scheduled payments. If an obligor defaults on a scheduled payment due on an obligation, including a scheduled principal or interest payment, the Company is required under its unconditional and irrevocable financial guaranty to pay the amount of the shortfall to the holder of the obligation. The Company markets its financial guaranty insurance directly to issuers and underwriters of public finance and structured finance securities as well as to investors in such obligations. The Company guarantees obligations issued principally in the U.S. and the United Kingdom (U.K.), and also guarantees obligations issued in other countries and regions, including Western Europe, Canada and Australia. The Company also provides specialty insurance and reinsurance on transactions with risk profiles similar to those of its structured finance exposures written in financial guaranty form.
Through Assured Investment Management LLC (AssuredIM LLC) and its investment management affiliates (together with AssuredIM LLC, AssuredIM), the Company significantly increased its participation in the asset management business with the completion on October 1, 2019, of its acquisition of all of the outstanding equity interests in BlueMountain Capital Management, LLC (BlueMountain, now known as Assured Investment Management LLC) and its associated entities (the BlueMountain Acquisition). AssuredIM is a diversified asset manager that serves as investment advisor to collateralized loan obligations (CLOs), opportunity and liquid strategy funds, as well as certain legacy hedge and opportunity funds now subject to an orderly wind-down. AssuredIM has managed structured and public finance, credit and special situation investments since 2003. AssuredIM provides investment advisory services while leveraging a technology-enabled risk platform, which aims to maximize returns for its clients.
Basis of Presentation
The 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. Certain prior year balances have been reclassified to conform to the current year's presentation.
The consolidated financial statements include the accounts of AGL, its direct and indirect subsidiaries and including its consolidated financial guaranty VIEs (FG VIEs) and consolidated investment vehicles (CIVs). Intercompany accounts and transactions between and among all consolidated entities have been eliminated.
The Company's principal insurance subsidiaries are:
•Assured Guaranty Municipal Corp. (AGM), domiciled in New York;
•Municipal Assurance Corp. (MAC), domiciled in New York;
•Assured Guaranty Corp. (AGC), domiciled in Maryland;
•Assured Guaranty UK Limited (AGUK), organized in the U.K.;
•Assured Guaranty (Europe) SA (AGE), organized in France;
•Assured Guaranty Re Ltd. (AG Re), domiciled in Bermuda; and
•Assured Guaranty Re Overseas Ltd. (AGRO), domiciled in Bermuda.
The Company's principal asset management subsidiaries are:
•Assured Investment Management LLC;
•Assured Investment Management (London) LLP; and
•Assured Healthcare Partners LLC.
AGM, AGC and MAC (collectively the U.S. Insurance Subsidiaries), jointly own an investment subsidiary, AG Asset Strategies LLC (AGAS), which invest in funds managed by AssuredIM (AssuredIM Funds).
The Company’s organizational structure includes various holding companies, two of which - Assured Guaranty US Holdings Inc. (AGUS) and Assured Guaranty Municipal Holdings Inc. (AGMH) (collectively, the U.S. Holding Companies)- have public debt outstanding. See Note 14, Long-Term Debt and Credit Facilities.
Significant Accounting Policies
The Company revalues assets, liabilities, revenue and expenses denominated in non-U.S. currencies into U.S. dollars using applicable exchange rates. Gains and losses relating to transactions in foreign denominations in those subsidiaries where the functional currency is the U.S. dollar are reported in the consolidated statement of operations. Gains and losses relating to translating foreign functional currency financial statements to U.S. dollars are recorded in other comprehensive income (loss) (OCI).
Other accounting policies are included in the following notes.
Accounting Policies
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Business Combinations
|
Note 2
|
Segments
|
Note 3
|
Expected loss to be paid (recovered) (insurance, credit derivatives and financial guaranty (FG) VIEs contracts)
|
Note 5
|
Contracts accounted for as insurance (premium revenue recognition, loss and loss adjustment expense and policy acquisition cost)
|
Note 6
|
Credit derivatives
|
Note 7
|
Reinsurance
|
Note 8
|
Investments and cash
|
Note 9
|
Variable interest entities
|
Note 10
|
Fair value measurement
|
Note 11
|
Management fees
|
Note 12
|
Goodwill and other intangible assets
|
Note 13
|
Long term debt
|
Note 14
|
Share based compensation
|
Note 15
|
Income taxes
|
Note 16
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Leases
|
Note 19
|
Share repurchases
|
Note 20
|
Earnings per share
|
Note 22
|
Recent Accounting Standards Adopted
Credit Losses on Financial Instruments
On January 1, 2020, the Company adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
This ASU provides a new current expected credit loss model (CECL) to account for credit losses on certain financial assets carried at amortized cost such as reinsurance recoverables, premiums receivable, asset management and performance fees receivables, as well as off-balance sheet exposures such as loan commitments. The new model requires an entity to estimate lifetime credit losses related to these assets, based on relevant historical information, adjusted for current conditions and
reasonable and supportable forecasts that could affect the collectability of the reported amount. The Company determined that this ASU had no effect on these balances on the date of adoption or for the year ended December 31, 2020.
The most significant effect of the adoption of this ASU is in respect of the available-for-sale investment portfolio, for which targeted amendments were made to the impairment model. The changes to the impairment model for available-for-sale securities were applied using a modified retrospective approach, and resulted in no effect to shareholders' equity, in total or by component. See Note 9, Investments and Cash.
Registered Debt Offerings that Include Credit Enhancements from an Affiliate
In March 2020, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to the financial disclosure requirements related to certain debt securities, including registered debt securities issued by a wholly-owned, operating subsidiary that are fully and unconditionally guaranteed by the parent company. Prior to the amendments, a parent guarantor was required to provide consolidating financial information for so long as the guaranteed securities were outstanding. The requirements amend financial disclosures to allow summarized financial information, which may be presented on a combined basis, reducing the number of periods presented and permitting the disclosures to be provided outside the notes to the financial statements. In October 2020, the FASB issued ASU 2020-09, Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762, to reflect the SEC’s new disclosure requirements. The Company elected to apply the amended requirements beginning in 2020 and to disclose summarized financial information of the issuers and guarantors on a combined basis within Management’s Discussion and Analysis.
Recent Accounting Standards Not Yet Adopted
Targeted Improvements to the Accounting for Long-Duration Contracts
In August 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts. The amendments in this ASU:
•improve the timeliness of recognizing changes in the liability for future policy benefits and modify the rate used to discount future cash flows,
•simplify and improve the accounting for certain market-based options or guarantees associated with deposit (or account balance) contracts,
•simplify the amortization of deferred acquisition costs (DAC), and
•improve the effectiveness of the required disclosures.
This ASU does not affect the Company’s financial guaranty insurance contracts, but may affect its accounting for certain specialty (non-financial guaranty) contracts. In November 2020, the FASB deferred the effective date of this ASU to January 1, 2023 with early adoption permitted. If early adoption is elected, there is transition relief allowing for the transition date to be either the beginning of the prior period presented or the beginning of the earliest period presented. If early adoption is not elected, the transition date is required to be the beginning of the earliest period presented. The Company is evaluating when it will adopt this ASU and does not expect this ASU to have a material effect on its consolidated financial statements.
Simplification of the Accounting for Income Taxes
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions and clarifying certain requirements regarding franchise taxes, goodwill, consolidated tax expenses and annual effective tax rate calculations. The ASU is effective for interim and annual periods beginning after December 15, 2020. This ASU will not have an impact on the Company's consolidated financial statements.
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU only apply to contracts that reference the London Interbank Offered Rate (LIBOR) or another reference rate that is expected to be discontinued due to reference rate reform. This ASU is effective upon issuance and may be applied prospectively for contract modifications that occur from March 12, 2020 through December 31, 2022.
In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarifies that certain optional expedients and exceptions in Topic 848 apply to derivatives that are affected by the discounting transition, regardless of whether derivatives reference LIBOR or another rate expected to be discontinued because of reference rate reform. Discounting transition refers to the changing of interest rates used for margining, discounting, or contract price alignment of derivatives to transition to alternative rates. This ASU became effective upon issuance and may be applied on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 or prospectively for contract modifications made on or before December 31, 2022.
The Company has not yet applied the relief afforded by these standard amendments and is evaluating the effect that these ASUs will have on its consolidated financial statements.
2.Business Combinations and Assumption of Insured Portfolio
During the three year period covered by this report, the Company has acquired an asset management business and entered into a new reinsurance transaction as described below, consistent with its key strategic initiatives.
Accounting Policies
The Company's business combinations are accounted for under the acquisition method of accounting which requires that the assets and liabilities of the acquired entities be recorded at fair value. The Company exercised significant judgment to determine the fair value of the assets it acquired and liabilities it assumed in the BlueMountain Acquisition. The most significant of these determinations related to the valuation of investment management contracts.
AssuredIM's finite-lived intangible assets consist mainly of investment management and CLO contracts and its CLO distribution network, which were recorded at fair value on the date of acquisition. The fair value of the contracts and CLO distribution network were determined using the multi-period excess earnings method and the replacement cost method, respectively. The excess of the purchase price over fair value of the net assets of the acquired BlueMountain subsidiaries was recorded as goodwill.
In assumed reinsurance agreements, the Company allocates premiums it receives to each financial guaranty or credit derivative contract on the effective date of the agreement. Thereafter, loss reserves and loss adjustment expenses (LAE) are recorded in accordance with the Company's accounting policy for financial guaranty insurance contracts, and changes in fair value are recorded for credit derivatives.
BlueMountain
On October 1, 2019 AGUS completed the BlueMountain Acquisition for a purchase price of $157 million. In addition, AGUS contributed $60 million of cash to BlueMountain at closing and contributed an additional $30 million in cash in February 2020. To fund the BlueMountain Acquisition and the related capital contributions, the U.S. Insurance Subsidiaries made 10 year, 3.5% interest rate intercompany loans to AGUS totaling $250 million. BlueMountain was an asset manager that became the basis for the establishment of AssuredIM.
The following table shows the net effect of the BlueMountain Acquisition on October 1, 2019.
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Net Effect of
BlueMountain Acquisition
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(in millions)
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Cash purchase price
|
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$
|
157
|
|
|
|
|
Identifiable assets acquired:
|
|
|
Investment portfolio
|
|
3
|
|
Cash
|
|
12
|
|
Intangible assets (1)
|
|
79
|
|
Other assets
|
|
59
|
|
Total assets
|
|
153
|
|
|
|
|
Liabilities assumed:
|
|
|
Compensation payable (2)
|
|
61
|
|
Other liabilities
|
|
52
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|
Total liabilities
|
|
113
|
|
Net assets of BlueMountain
|
|
40
|
|
Goodwill recognized from BlueMountain Acquisition (1)
|
|
$
|
117
|
|
_____________________
(1) Presented in goodwill and other intangible assets on the consolidated balance sheets.
(2) Presented in other liabilities on the consolidated balance sheets.
From the BlueMountain Acquisition date through December 31, 2019, there were revenues of $32 million and a net loss of $10 million related to AssuredIM included in the consolidated statement of operations. For 2019, the Company recognized transaction expenses for the BlueMountain Acquisition of $9 million, primarily related to legal and financial advisor fees.
The following table presents the components of identified intangible assets on the date of acquisition:
Finite-Lived
Intangible Assets Acquired
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Fair Value
|
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Estimated Weighted Average Useful Life
|
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(in millions)
|
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CLO contracts
|
$
|
42
|
|
|
9.0 years
|
Investment management contracts
|
24
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|
|
4.8 years
|
CLO distribution network
|
9
|
|
|
5.0 years
|
Trade name
|
3
|
|
|
10.0 years
|
Favorable sublease
|
1
|
|
|
4.4 years
|
Total finite-lived intangible assets, net
|
$
|
79
|
|
|
|
Unaudited Pro Forma Results of Operations
The following unaudited pro forma information presents the combined results of operations of Assured Guaranty and BlueMountain as if the acquisition had been completed on January 1, 2018, as required under GAAP. The pro forma accounts include the estimated historical results of both companies, all net of tax at the applicable statutory rate.
The unaudited pro forma combined financial information is presented for illustrative purposes only and does not indicate the financial results had the companies actually been combined as of January 1, 2018, nor is it indicative of the results of operations in future periods.
Unaudited Pro Forma Results of Operations (1)
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Year Ended December 31, 2019
|
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Year Ended December 31, 2018
|
|
(dollars in millions)
|
Pro forma revenues
|
$
|
1,079
|
|
|
$
|
1,210
|
|
Pro forma net income
|
358
|
|
|
436
|
|
Pro forma earnings per share (EPS):
|
|
|
|
Basic
|
3.60
|
|
|
3.96
|
|
Diluted
|
3.57
|
|
|
3.92
|
|
_____________________
(1) Pro forma adjustments were made for transaction expenses, amortization of intangible assets and the income tax impact related to the BlueMountain Acquisition as if the companies had been combined as of January 1, 2018.
Reinsurance of Syncora Guarantee Inc.’s Insured Portfolio
On June 1, 2018, the Company closed a reinsurance transaction with Syncora Guarantee Inc. (SGI) under which AGC assumed, generally on a 100% quota share basis, substantially all of SGI’s insured portfolio and AGM reassumed a book of business previously ceded to SGI by AGM (SGI Transaction). As of June 1, 2018, the net par value of exposures reinsured and commuted totaled approximately $12 billion (including credit derivative net par of approximately $1.5 billion). The reinsured portfolio consisted predominantly of public finance and infrastructure obligations that met AGC’s underwriting criteria and generated $330 million of gross written premiums. On June 1, 2018, as consideration, SGI paid $363 million and assigned to Assured Guaranty financial guaranty future insurance installment premiums of $45 million, and future credit derivative installments of approximately $17 million. The assumed portfolio from SGI included below-investment grade (BIG) contracts which had, as of June 1, 2018, expected losses to be paid of $131 million (present value basis using risk free rates), which will be expensed over the expected terms of those contracts as unearned premium reserve amortizes. In connection with the SGI Transaction, the Company incurred and expensed $4 million in fees to professional advisors. The Company recognized a commutation loss of $18 million on the SGI Transaction in 2018.
3. Segment Information
The Company reports its results of operations consistent with the manner in which the Company's chief operating decision maker (CODM) reviews the business to assess performance and allocate resources. Prior to the BlueMountain Acquisition on October 1, 2019, the Company's operating subsidiaries were all insurance companies, and results of operations were viewed by the CODM as one segment. Beginning in the fourth quarter of 2019, with the BlueMountain Acquisition and expansion into the asset management business, the Company now operates in two distinct segments, Insurance and Asset Management. The following describes the components of each segment, along with the Corporate division and Other categories. The Insurance and Asset Management segments are presented without giving effect to the consolidation of FG VIEs and certain AssuredIM investment vehicles (consolidated investment vehicles, or CIVs, as described in Note 10).
The Insurance segment primarily consists of the Company's insurance subsidiaries that provide credit protection products to the U.S. and international public finance (including infrastructure) and structured finance markets. The Insurance segment is presented without giving effect to the consolidation of FG VIEs and AssuredIM investment vehicles and therefore includes (1) premiums and losses of all financial guaranty contracts, whether or not the associated FG VIEs are consolidated and, (2) it's share of earnings from AssuredIM Funds, whether or not the AssuredIM Funds are consolidated.
The Asset Management segment consists of AssuredIM, which provides asset management services to outside investors as well as to the U.S. Insurance Subsidiaries and AGAS. The Asset Management segment includes asset management fees attributable to CIVs and inter-segment asset management fees earned from the U.S. Insurance Subsidiaries. The Asset Management segment presents fund expenses and reimbursable fund expenses netted in other operating expenses, whereas on the consolidated statement of operations, such reimbursable expenses are shown as a component of asset management fees.
The Corporate division consists primarily of interest expense on the debt of the U.S. Holding Companies, as well as other operating expenses attributed to AGL, the U.S. Holding Companies and other corporate activities, including administrative services performed by operating subsidiaries for the holding companies.
Other items primarily consist of intersegment eliminations, reclassification of the reimbursement of fund expenses to revenue, and consolidation adjustments, including the effect of consolidating FG VIEs and CIVs. See Note 10, Variable Interest Entities.
The Company does not report assets by reportable segment as the CODM does not use assets to assess performance and allocate resources and only reviews assets at a consolidated level.
Total adjusted operating income includes the effect of consolidating both FG VIEs and AssuredIM investment vehicles; however, the effect of consolidating such entities, including the related eliminations, is included in the "other" column in the tables below, which represents the CODM's view, consistent with the management approach guidance for presentation of segment metrics.
The Company analyzes the operating performance of each segment using "adjusted operating income." Results for each segment include specifically identifiable expenses as well as allocations of expenses between legal entities based on time studies and other cost allocation methodologies based on headcount or other metrics. Adjusted operating income is defined as net income (loss) attributable to AGL, as reported under GAAP, adjusted for the following:
1) Elimination of realized gains (losses) on the Company’s investments, except for gains and losses on securities classified as trading.
2) Elimination of non-credit-impairment 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.
3) Elimination of fair value gains (losses) on the Company’s committed capital securities (CCS) that are recognized in net income.
4) Elimination of foreign exchange gains (losses) on remeasurement of net premium receivables and loss and LAE reserves that are recognized in net income.
5) Elimination of the tax effects related to the above adjustments, which are determined by applying the statutory tax rate in each of the jurisdictions that generate these adjustments.
The following tables present the Company's operations by operating segment.
Segment Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
|
Insurance
|
|
Asset Management
|
|
Corporate
|
|
Other
|
|
Total
|
|
(in millions)
|
Third-party revenues
|
$
|
864
|
|
|
$
|
61
|
|
|
$
|
9
|
|
|
$
|
55
|
|
|
989
|
|
Intersegment revenues
|
10
|
|
|
5
|
|
|
—
|
|
|
(15)
|
|
|
—
|
|
Total revenues
|
874
|
|
|
66
|
|
|
9
|
|
|
40
|
|
|
989
|
|
Total expenses
|
446
|
|
|
128
|
|
|
132
|
|
|
21
|
|
|
727
|
|
Income (loss) before income taxes and equity in earnings of investees
|
428
|
|
|
(62)
|
|
|
(123)
|
|
|
19
|
|
|
262
|
|
Equity in earnings of investees
|
61
|
|
|
—
|
|
|
(6)
|
|
|
(28)
|
|
|
27
|
|
Adjusted operating income (loss) before income taxes
|
489
|
|
|
(62)
|
|
|
(129)
|
|
|
(9)
|
|
|
289
|
|
Provision (benefit) for income taxes
|
60
|
|
|
(12)
|
|
|
(18)
|
|
|
(3)
|
|
|
27
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
Adjusted operating income (loss)
|
429
|
|
|
(50)
|
|
|
(111)
|
|
|
(12)
|
|
|
256
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental income statement information
|
|
|
|
|
|
|
|
|
|
Net investment income
|
$
|
310
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(15)
|
|
|
$
|
297
|
|
Interest expense
|
—
|
|
|
—
|
|
|
95
|
|
|
(10)
|
|
|
85
|
|
Non-cash compensation and operating expenses (1)
|
39
|
|
|
31
|
|
|
6
|
|
|
—
|
|
|
76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2019
|
|
Insurance
|
|
Asset Management
|
|
Corporate
|
|
Other
|
|
Total
|
|
(in millions)
|
Third-party revenues
|
$
|
912
|
|
|
$
|
22
|
|
|
$
|
3
|
|
|
$
|
27
|
|
|
$
|
964
|
|
Intersegment revenues
|
5
|
|
|
—
|
|
|
—
|
|
|
(5)
|
|
|
—
|
|
Total revenues
|
917
|
|
|
22
|
|
|
3
|
|
|
22
|
|
|
964
|
|
Total expenses
|
324
|
|
|
34
|
|
|
133
|
|
|
25
|
|
|
516
|
|
Income (loss) before income taxes and equity in earnings of investees
|
593
|
|
|
(12)
|
|
|
(130)
|
|
|
(3)
|
|
|
448
|
|
Equity in earnings of investees
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
4
|
|
Adjusted operating income (loss) before income taxes
|
595
|
|
|
(12)
|
|
|
(130)
|
|
|
(1)
|
|
|
452
|
|
Provision (benefit) for income taxes
|
83
|
|
|
(2)
|
|
|
(19)
|
|
|
—
|
|
|
62
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
|
(1)
|
|
Adjusted operating income (loss)
|
512
|
|
|
(10)
|
|
|
(111)
|
|
|
—
|
|
|
391
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental income statement information
|
|
|
|
|
|
|
|
|
|
Net investment income
|
$
|
383
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(9)
|
|
|
$
|
378
|
|
Interest expense
|
—
|
|
|
—
|
|
|
94
|
|
|
(5)
|
|
|
89
|
|
Non-cash compensation and operating expenses (1)
|
39
|
|
|
3
|
|
|
6
|
|
|
—
|
|
|
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
|
Insurance
|
|
Asset Management
|
|
Corporate
|
|
Other
|
|
Total
|
|
(in millions)
|
Third-party revenues
|
$
|
989
|
|
|
$
|
—
|
|
|
$
|
(28)
|
|
|
$
|
(2)
|
|
|
$
|
959
|
|
Intersegment revenues
|
3
|
|
|
—
|
|
|
—
|
|
|
(3)
|
|
|
—
|
|
Total revenues
|
992
|
|
|
—
|
|
|
(28)
|
|
|
(5)
|
|
|
959
|
|
Total expenses
|
302
|
|
|
—
|
|
|
129
|
|
|
—
|
|
|
431
|
|
Income (loss) before income taxes and equity in earnings of investees
|
690
|
|
|
—
|
|
|
(157)
|
|
|
(5)
|
|
|
528
|
|
Equity in earnings of investees
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Adjusted operating income (loss) before income taxes
|
691
|
|
|
—
|
|
|
(157)
|
|
|
(5)
|
|
|
529
|
|
Provision (benefit) for income taxes
|
109
|
|
|
—
|
|
|
(61)
|
|
|
(1)
|
|
|
47
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted operating income (loss)
|
582
|
|
|
—
|
|
|
(96)
|
|
|
(4)
|
|
|
482
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental income statement information
|
|
|
|
|
|
|
|
|
|
Net investment income
|
$
|
396
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
(7)
|
|
|
$
|
395
|
|
Interest expense
|
—
|
|
|
—
|
|
|
97
|
|
|
(3)
|
|
|
94
|
|
Non-cash compensation and operating expenses (1)
|
35
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
41
|
|
_____________________
(1) Consists of amortization of DAC and intangible assets, depreciation, share-based compensation (see Note 15, Employee Benefit Plans) and lease impairment (see Note 19, Leases and Commitments and Contingencies) .
Reconciliation of Net Income (Loss) Attributable to AGL
to Adjusted Operating Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Net income (loss) attributable to AGL
|
$
|
362
|
|
|
$
|
402
|
|
|
$
|
521
|
|
Less pre-tax adjustments:
|
|
|
|
|
|
Realized gains (losses) on investments
|
18
|
|
|
22
|
|
|
(32)
|
|
Non-credit impairment unrealized fair value gains (losses) on credit derivatives
|
65
|
|
|
(10)
|
|
|
101
|
|
Fair value gains (losses) on CCS (1)
|
(1)
|
|
|
(22)
|
|
|
14
|
|
Foreign exchange gains (losses) on remeasurement of premiums receivable and loss and LAE reserves
|
42
|
|
|
22
|
|
|
(32)
|
|
Total pre-tax adjustments
|
124
|
|
|
12
|
|
|
51
|
|
Less tax effect on pre-tax adjustments
|
(18)
|
|
|
(1)
|
|
|
(12)
|
|
Adjusted operating income (loss)
|
256
|
|
|
391
|
|
|
482
|
|
_____________________
(1) Presented in other income (loss) on the consolidated statements of operations.
Segment Revenues by Country of Domicile
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
U.S.
|
$
|
788
|
|
|
$
|
761
|
|
|
$
|
732
|
|
Bermuda
|
155
|
|
|
161
|
|
|
203
|
|
U.K.
|
38
|
|
|
41
|
|
|
24
|
|
Other
|
8
|
|
|
1
|
|
|
—
|
|
Total
|
$
|
989
|
|
|
$
|
964
|
|
|
$
|
959
|
|
The following table reconciles the Company's total consolidated revenues and expenses to segment revenues and expenses:
Reconciliation of Revenues and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Revenues
|
|
|
|
|
|
Consolidated revenues
|
$
|
1,115
|
|
|
$
|
963
|
|
|
$
|
1,001
|
|
Less: Realized gains (losses) on investments
|
18
|
|
|
22
|
|
|
(32)
|
|
Less: Non-credit impairment unrealized fair value gains (losses) on credit derivatives
|
65
|
|
|
(10)
|
|
|
101
|
|
Less: Fair value gains (losses) on CCS
|
(1)
|
|
|
(22)
|
|
|
14
|
|
Less: Foreign exchange gains (losses) on remeasurement of premiums receivable and loss and LAE reserves
|
42
|
|
|
22
|
|
|
(32)
|
|
Plus: Credit derivative impairment (recoveries) (1)
|
(2)
|
|
|
13
|
|
|
9
|
|
Segment revenues
|
$
|
989
|
|
|
$
|
964
|
|
|
$
|
959
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
Consolidated expenses
|
$
|
729
|
|
|
$
|
503
|
|
|
$
|
422
|
|
Plus: Credit derivative impairment (recoveries) (1)
|
(2)
|
|
|
13
|
|
|
9
|
|
Segment expenses
|
$
|
727
|
|
|
$
|
516
|
|
|
$
|
431
|
|
_____________________
(1) Credit derivative impairment (recoveries) are included in "Net change in fair value of credit derivatives" in the Company's consolidated statements of operations, and in loss and LAE on a segment basis.
4. Outstanding Insurance Exposure
The Company sells credit protection primarily in financial guaranty insurance form. Until 2009, the Company also sold credit protection by issuing policies that guaranteed payment obligations under credit derivatives, primarily credit default swaps (CDS). The Company's contracts accounted for as credit derivatives are generally structured such that the circumstances giving rise to the Company’s obligation to make loss payments are similar to those for its financial guaranty insurance contracts. The Company has not entered into any new CDS in order to sell credit protection in the U.S. since the beginning of 2009, when regulatory guidelines were issued that limited the terms under which such protection could be sold. The capital and margin requirements applicable under the Dodd-Frank Wall Street Reform and Consumer Protection Act also contributed to the Company not entering into such new CDS in the U.S. since 2009. The Company has, however, acquired or reinsured portfolios both before and after 2009 that include financial guaranty contracts in credit derivative form.
The Company also writes specialty insurance and reinsurance that is consistent with its risk profile and benefits from its underwriting experience.
The Company seeks to limit its exposure to losses by underwriting obligations that it views as investment grade at inception, although on occasion it may underwrite new issuances that it views as 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, providing reinsurance on a portfolio of insurance or reassuming a portfolio of reinsurance it had previously ceded; 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 asset classes and, in the structured finance portfolio, typically 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 also 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 similar obligations issued by territorial 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. Some of these VIEs are consolidated as described in Note 10, Variable Interest Entities. Unless otherwise specified, the outstanding par and principal and interest (debt service) amounts presented in this note include outstanding exposures on these VIEs whether or not they are consolidated. 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. The Company also provides specialty insurance and reinsurance on transactions without special purpose entities but with risk profiles similar to those of its structured finance exposures written in financial guaranty form.
Significant Risk Management Activities
The Portfolio Risk Management Committee, which includes members of senior management and senior risk and surveillance officers, is responsible for enterprise risk management for the overall company and focuses on measuring and managing credit, market and liquidity risk for the Company. This committee establishes company-wide credit policy for the Company's direct and assumed business. It implements specific underwriting procedures and limits for the Company and allocates underwriting capacity among the Company's subsidiaries. All transactions in new asset classes or new jurisdictions must be approved by this committee.
The U.S., AG Re and AGRO risk management committees and AGUK and AGE surveillance committees conduct an in-depth review of the insured portfolios of the relevant subsidiaries, focusing on varying portions of the portfolio at each meeting. They review and may revise internal ratings assigned to the insured transactions and review sector reports, monthly product line surveillance reports and compliance reports.
All transactions in the insured portfolio are assigned internal credit ratings by the relevant underwriting committee at inception, which credit ratings are updated by the relevant risk management or surveillance committee based on changes in transaction credit quality. As part of the surveillance process, the Company monitors trends and changes in transaction credit quality, and recommends such remedial actions as may be necessary or appropriate. The Company also develops strategies to enforce its contractual rights and remedies and to mitigate its losses, engage in negotiation discussions with transaction participants and, when necessary, manage the Company's litigation proceedings.
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 for 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 are generally reflective of 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 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 the 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 5, Expected Loss to be Paid (Recovered), for additional information. Surveillance personnel then assign each BIG transaction to the appropriate BIG surveillance category based upon whether a future loss is expected and whether a claim has been paid. The
Company uses a tax-equivalent yield 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 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.
Impact of COVID-19 Pandemic
The novel coronavirus that emerged in Wuhan, China in late 2019 and which causes the coronavirus disease known as COVID-19 was declared a pandemic by the World Health Organization in early 2020 and continued to spread throughout the world over the course of 2020. By late 2020 and early 2021 several vaccines had been developed and were being approved by some governments, and distribution of vaccines in some nations has begun. The emergence of COVID-19 and reactions to it, including various closures and capacity and travel restrictions, have had a profound effect on the global economy and financial markets. While the COVID-19 pandemic has been impacting the global economy and the Company for nearly a year now, its ultimate size, depth, course and duration, and the effectiveness and acceptance of vaccines for it, remain unknown, and the governmental and private responses to the pandemic continue to evolve. Consequently, and due to the nature of the Company's business, all of the direct and indirect consequences of COVID-19 on the Company are not yet fully known to the Company, and still may not emerge for some time. For information about how the COVID-19 pandemic has impacted the Company's loss projections, see Note 5, Expected Loss to be Paid (Recovered).
The Company's Surveillance department has established supplemental periodic surveillance procedures to monitor the impact on its insured portfolio of COVID-19 and governmental and private responses to COVID-19, with emphasis on state and local governments and entities that were already experiencing significant budget deficits and pension funding and revenue shortfalls, as well as obligations supported by revenue streams most impacted by various closures and capacity and travel restrictions or an economic downturn. In addition, the Company's surveillance department has been in contact with certain of its credits that it believes may be more at risk from COVID-19 and governmental and private responses to COVID-19. The Company's internal ratings and loss projections reflect this augmented surveillance activity. Through February 25, 2021, the Company has paid only relatively small first-time insurance claims it believes are due at least in part to credit stress arising specifically from COVID-19. The Company currently projects full reimbursement of these claims.
Financial Guaranty Exposure
The Company measures its financial guaranty exposure in terms of (a) gross and net par outstanding and (b) 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 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.
The Company purchases securities that it has insured, and for which it has 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, which amounts are included in the investment portfolio, because the Company manages such securities as investments and not insurance exposure. As of both December 31, 2020 and December 31, 2019, the Company excluded $1.4 billion of net par attributable to loss mitigation securities.
Gross debt service outstanding represents the sum of all estimated future debt service payments on the obligations insured, 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) and CLOs), 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 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. The anticipated sunset of LIBOR after June 30, 2023 has introduced another variable into the Company's calculation of future debt service. 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.
Financial Guaranty Portfolio
Debt Service Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Debt Service
Outstanding
|
|
Net Debt Service
Outstanding
|
|
As of
|
|
As of
|
|
December 31, 2020
|
|
December 31, 2019
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(in millions)
|
Public finance
|
$
|
356,078
|
|
|
$
|
363,497
|
|
|
$
|
355,649
|
|
|
$
|
362,361
|
|
Structured finance
|
10,614
|
|
|
12,279
|
|
|
10,584
|
|
|
11,769
|
|
Total financial guaranty
|
$
|
366,692
|
|
|
$
|
375,776
|
|
|
$
|
366,233
|
|
|
$
|
374,130
|
|
Financial Guaranty Portfolio by Internal Rating
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
340
|
|
|
0.2
|
%
|
|
$
|
2,617
|
|
|
4.9
|
%
|
|
$
|
1,146
|
|
|
12.8
|
%
|
|
$
|
152
|
|
|
26.4
|
%
|
|
$
|
4,255
|
|
|
1.8
|
%
|
AA
|
|
16,742
|
|
|
9.7
|
|
|
4,690
|
|
|
8.8
|
|
|
4,324
|
|
|
48.3
|
|
|
35
|
|
|
6.0
|
|
|
25,791
|
|
|
11.0
|
|
A
|
|
90,914
|
|
|
53.0
|
|
|
11,646
|
|
|
22.0
|
|
|
1,006
|
|
|
11.3
|
|
|
137
|
|
|
23.8
|
|
|
103,703
|
|
|
44.3
|
|
BBB
|
|
58,162
|
|
|
33.9
|
|
|
33,180
|
|
|
62.6
|
|
|
835
|
|
|
9.3
|
|
|
252
|
|
|
43.8
|
|
|
92,429
|
|
|
39.5
|
|
BIG
|
|
5,439
|
|
|
3.2
|
|
|
895
|
|
|
1.7
|
|
|
1,641
|
|
|
18.3
|
|
|
—
|
|
|
—
|
|
|
7,975
|
|
|
3.4
|
|
Total net par outstanding
|
|
$
|
171,597
|
|
|
100.0
|
%
|
|
$
|
53,028
|
|
|
100.0
|
%
|
|
$
|
8,952
|
|
|
100.0
|
%
|
|
$
|
576
|
|
|
100.0
|
%
|
|
$
|
234,153
|
|
|
100.0
|
%
|
Financial Guaranty Portfolio by Internal Rating
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
381
|
|
|
0.2
|
%
|
|
$
|
2,541
|
|
|
5.0
|
%
|
|
$
|
1,258
|
|
|
13.5
|
%
|
|
$
|
181
|
|
|
23.8
|
%
|
|
$
|
4,361
|
|
|
1.8
|
%
|
AA
|
|
19,847
|
|
|
11.3
|
|
|
5,142
|
|
|
10.0
|
|
|
4,010
|
|
|
43.1
|
|
|
38
|
|
|
5.0
|
|
|
29,037
|
|
|
12.3
|
|
A
|
|
94,488
|
|
|
53.9
|
|
|
15,627
|
|
|
30.4
|
|
|
1,030
|
|
|
11.1
|
|
|
184
|
|
|
24.2
|
|
|
111,329
|
|
|
47.0
|
|
BBB
|
|
55,000
|
|
|
31.3
|
|
|
27,051
|
|
|
52.8
|
|
|
1,206
|
|
|
13.0
|
|
|
317
|
|
|
41.6
|
|
|
83,574
|
|
|
35.3
|
|
BIG
|
|
5,771
|
|
|
3.3
|
|
|
898
|
|
|
1.8
|
|
|
1,796
|
|
|
19.3
|
|
|
41
|
|
|
5.4
|
|
|
8,506
|
|
|
3.6
|
|
Total net par outstanding
|
|
$
|
175,487
|
|
|
100.0
|
%
|
|
$
|
51,259
|
|
|
100.0
|
%
|
|
$
|
9,300
|
|
|
100.0
|
%
|
|
$
|
761
|
|
|
100.0
|
%
|
|
$
|
236,807
|
|
|
100.0
|
%
|
The following tables present gross and net par outstanding for the financial guaranty portfolio.
Financial Guaranty Portfolio
Gross Par Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(in millions)
|
U.S. public finance
|
$
|
171,838
|
|
|
$
|
176,047
|
|
Non-U.S. public finance
|
53,175
|
|
|
51,538
|
|
U.S. structured finance
|
8,977
|
|
|
9,800
|
|
Non-U.S. structured finance
|
581
|
|
|
771
|
|
Total gross par outstanding
|
$
|
234,571
|
|
|
$
|
238,156
|
|
Financial Guaranty Portfolio
Net Par Outstanding
by Sector
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
Sector
|
|
December 31, 2020
|
|
December 31, 2019
|
|
|
(in millions)
|
Public finance:
|
|
|
|
|
U.S.:
|
|
|
|
|
General obligation
|
|
$
|
72,268
|
|
|
$
|
73,467
|
|
Tax backed
|
|
34,800
|
|
|
37,047
|
|
Municipal utilities
|
|
25,275
|
|
|
26,195
|
|
Transportation
|
|
15,179
|
|
|
16,209
|
|
Healthcare
|
|
8,691
|
|
|
7,148
|
|
Higher education
|
|
6,127
|
|
|
5,916
|
|
Infrastructure finance
|
|
5,843
|
|
|
5,429
|
|
Housing revenue
|
|
1,149
|
|
|
1,321
|
|
Investor-owned utilities
|
|
644
|
|
|
655
|
|
Renewable energy
|
|
204
|
|
|
210
|
|
Other public finance
|
|
1,417
|
|
|
1,890
|
|
Total public finance—U.S.
|
|
171,597
|
|
|
175,487
|
|
Non-U.S.:
|
|
|
|
|
Regulated utilities
|
|
19,370
|
|
|
18,995
|
|
Infrastructure finance
|
|
17,819
|
|
|
17,952
|
|
Sovereign and sub-sovereign
|
|
11,682
|
|
|
11,341
|
|
Renewable energy
|
|
2,708
|
|
|
1,555
|
|
Pooled infrastructure
|
|
1,449
|
|
|
1,416
|
|
Total public finance—non-U.S.
|
|
53,028
|
|
|
51,259
|
|
Total public finance
|
|
224,625
|
|
|
226,746
|
|
Structured finance:
|
|
|
|
|
U.S.:
|
|
|
|
|
RMBS
|
|
2,990
|
|
|
3,546
|
|
Life insurance transactions
|
|
2,581
|
|
|
1,776
|
|
Pooled corporate obligations
|
|
1,193
|
|
|
1,401
|
|
Financial products
|
|
820
|
|
|
1,019
|
|
Consumer receivables
|
|
768
|
|
|
962
|
|
Other structured finance
|
|
600
|
|
|
596
|
|
Total structured finance—U.S.
|
|
8,952
|
|
|
9,300
|
|
Non-U.S.:
|
|
|
|
|
RMBS
|
|
357
|
|
|
427
|
|
Pooled corporate obligations
|
|
—
|
|
|
55
|
|
Other structured finance
|
|
219
|
|
|
279
|
|
Total structured finance—non-U.S.
|
|
576
|
|
|
761
|
|
Total structured finance
|
|
9,528
|
|
|
10,061
|
|
Total net par outstanding
|
|
$
|
234,153
|
|
|
$
|
236,807
|
|
In addition to amounts shown in the table above, the Company had outstanding commitments to provide guaranties of $422 million of public finance gross par and $619 million of structured finance gross par as of December 31, 2020. These commitments are contingent on the satisfaction of all conditions set forth in them and may expire unused or be canceled at the counterparty’s request. Therefore, the total commitment amount does not necessarily reflect actual future guaranteed amounts.
Actual maturities of insured obligations could differ from contractual maturities because borrowers have the right to call or prepay certain obligations. The expected maturities of structured finance obligations are, in general, considerably shorter than the contractual maturities for such obligations.
Financial Guaranty Portfolio
Expected Amortization of
Net Par Outstanding
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Public Finance
|
|
Structured Finance
|
|
Total
|
|
(in millions)
|
0 to 5 years
|
$
|
53,956
|
|
|
$
|
3,542
|
|
|
$
|
57,498
|
|
5 to 10 years
|
46,673
|
|
|
2,372
|
|
|
49,045
|
|
10 to 15 years
|
42,582
|
|
|
1,729
|
|
|
44,311
|
|
15 to 20 years
|
32,535
|
|
|
1,600
|
|
|
34,135
|
|
20 years and above
|
48,879
|
|
|
285
|
|
|
49,164
|
|
Total net par outstanding
|
$
|
224,625
|
|
|
$
|
9,528
|
|
|
$
|
234,153
|
|
Financial Guaranty Portfolio
Components of BIG Net Par Outstanding
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BIG Net Par Outstanding
|
|
Net Par
|
|
BIG 1
|
|
BIG 2
|
|
BIG 3
|
|
Total BIG
|
|
Outstanding
|
|
|
|
|
|
(in millions)
|
|
|
|
|
Public finance:
|
|
|
|
|
|
|
|
|
|
U.S. public finance
|
$
|
1,777
|
|
|
$
|
57
|
|
|
$
|
3,605
|
|
|
$
|
5,439
|
|
|
$
|
171,597
|
|
Non-U.S. public finance
|
846
|
|
|
—
|
|
|
49
|
|
|
895
|
|
|
53,028
|
|
Public finance
|
2,623
|
|
|
57
|
|
|
3,654
|
|
|
6,334
|
|
|
224,625
|
|
Structured finance:
|
|
|
|
|
|
|
|
|
|
U.S. RMBS
|
200
|
|
|
26
|
|
|
1,254
|
|
|
1,480
|
|
|
2,990
|
|
Other structured finance
|
28
|
|
|
51
|
|
|
82
|
|
|
161
|
|
|
6,538
|
|
Structured finance
|
228
|
|
|
77
|
|
|
1,336
|
|
|
1,641
|
|
|
9,528
|
|
Total
|
$
|
2,851
|
|
|
$
|
134
|
|
|
$
|
4,990
|
|
|
$
|
7,975
|
|
|
$
|
234,153
|
|
Financial Guaranty Portfolio
Components of BIG Net Par Outstanding
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BIG Net Par Outstanding
|
|
Net Par
|
|
BIG 1
|
|
BIG 2
|
|
BIG 3
|
|
Total BIG
|
|
Outstanding
|
|
|
|
|
|
(in millions)
|
|
|
|
|
Public finance:
|
|
|
|
|
|
|
|
|
|
U.S. public finance
|
$
|
1,582
|
|
|
$
|
430
|
|
|
$
|
3,759
|
|
|
$
|
5,771
|
|
|
$
|
175,487
|
|
Non-U.S. public finance
|
854
|
|
|
—
|
|
|
44
|
|
|
898
|
|
|
51,259
|
|
Public finance
|
2,436
|
|
|
430
|
|
|
3,803
|
|
|
6,669
|
|
|
226,746
|
|
Structured finance:
|
|
|
|
|
|
|
|
|
|
U.S. RMBS
|
162
|
|
|
74
|
|
|
1,382
|
|
|
1,618
|
|
|
3,546
|
|
Other structured finance
|
69
|
|
|
62
|
|
|
88
|
|
|
219
|
|
|
6,515
|
|
Structured finance
|
231
|
|
|
136
|
|
|
1,470
|
|
|
1,837
|
|
|
10,061
|
|
Total
|
$
|
2,667
|
|
|
$
|
566
|
|
|
$
|
5,273
|
|
|
$
|
8,506
|
|
|
$
|
236,807
|
|
Financial Guaranty Portfolio
BIG Net Par Outstanding
and Number of Risks
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Par Outstanding
|
|
Number of Risks(2)
|
Description
|
|
Financial
Guaranty
Insurance(1)
|
|
Credit
Derivative
|
|
Total
|
|
Financial
Guaranty
Insurance(1)
|
|
Credit
Derivative
|
|
Total
|
|
|
(dollars in millions)
|
BIG:
|
|
|
|
|
|
|
|
|
|
|
|
|
Category 1
|
|
$
|
2,781
|
|
|
$
|
70
|
|
|
$
|
2,851
|
|
|
125
|
|
|
6
|
|
|
131
|
|
Category 2
|
|
130
|
|
|
4
|
|
|
134
|
|
|
19
|
|
|
1
|
|
|
20
|
|
Category 3
|
|
4,944
|
|
|
46
|
|
|
4,990
|
|
|
126
|
|
|
7
|
|
|
133
|
|
Total BIG
|
|
$
|
7,855
|
|
|
$
|
120
|
|
|
$
|
7,975
|
|
|
270
|
|
|
14
|
|
|
284
|
|
Financial Guaranty Portfolio
BIG Net Par Outstanding
and Number of Risks
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Par Outstanding
|
|
Number of Risks(2)
|
Description
|
|
Financial
Guaranty
Insurance(1)
|
|
Credit
Derivative
|
|
Total
|
|
Financial
Guaranty
Insurance(1)
|
|
Credit
Derivative
|
|
Total
|
|
|
(dollars in millions)
|
BIG:
|
|
|
|
|
|
|
|
|
|
|
|
|
Category 1
|
|
$
|
2,600
|
|
|
$
|
67
|
|
|
$
|
2,667
|
|
|
121
|
|
|
6
|
|
|
127
|
|
Category 2
|
|
561
|
|
|
5
|
|
|
566
|
|
|
24
|
|
|
1
|
|
|
25
|
|
Category 3
|
|
5,216
|
|
|
57
|
|
|
5,273
|
|
|
131
|
|
|
7
|
|
|
138
|
|
Total BIG
|
|
$
|
8,377
|
|
|
$
|
129
|
|
|
$
|
8,506
|
|
|
276
|
|
|
14
|
|
|
290
|
|
_____________________
(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.
The Company seeks to maintain a diversified portfolio of insured obligations designed to spread its risk across a number of geographic areas.
Financial Guaranty Portfolio
Geographic Distribution of
Net Par Outstanding
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Risks
|
|
Net Par Outstanding
|
|
Percent of Total Net Par Outstanding
|
|
(dollars in millions)
|
U.S.:
|
|
|
|
|
|
U.S. Public finance:
|
|
|
|
|
|
California
|
1,281
|
|
|
$
|
34,036
|
|
|
14.6
|
%
|
Pennsylvania
|
616
|
|
|
15,464
|
|
|
6.6
|
|
New York
|
672
|
|
|
15,461
|
|
|
6.6
|
|
Texas
|
1,040
|
|
|
15,054
|
|
|
6.5
|
|
Illinois
|
552
|
|
|
13,397
|
|
|
5.7
|
|
New Jersey
|
311
|
|
|
10,179
|
|
|
4.3
|
|
Florida
|
242
|
|
|
6,887
|
|
|
2.9
|
|
Michigan
|
284
|
|
|
5,264
|
|
|
2.2
|
|
Louisiana
|
154
|
|
|
4,820
|
|
|
2.1
|
|
Puerto Rico
|
17
|
|
|
3,725
|
|
|
1.6
|
|
Other
|
2,289
|
|
|
47,310
|
|
|
20.2
|
|
Total U.S. public finance
|
7,458
|
|
|
171,597
|
|
|
73.3
|
|
U.S. Structured finance (multiple states)
|
406
|
|
|
8,952
|
|
3.8
|
|
Total U.S.
|
7,864
|
|
|
180,549
|
|
|
77.1
|
|
Non-U.S.:
|
|
|
|
|
|
United Kingdom
|
285
|
|
|
39,125
|
|
|
16.7
|
|
France
|
7
|
|
|
3,159
|
|
|
1.4
|
|
Canada
|
8
|
|
|
2,309
|
|
|
1.0
|
|
Australia
|
10
|
|
|
1,956
|
|
|
0.8
|
|
Spain
|
7
|
|
|
1,814
|
|
|
0.8
|
|
Other
|
39
|
|
|
5,241
|
|
|
2.2
|
|
Total non-U.S.
|
356
|
|
|
53,604
|
|
|
22.9
|
|
Total
|
8,220
|
|
|
$
|
234,153
|
|
|
100.0
|
%
|
Exposure to Puerto Rico
The Company had insured exposure to general obligation bonds of the Commonwealth of Puerto Rico (Puerto Rico or the Commonwealth) and various obligations of its related authorities and public corporations aggregating $3.7 billion net par as of December 31, 2020, all of which was rated BIG. Beginning on January 1, 2016, a number of Puerto Rico exposures have defaulted on bond payments, and the Company has now paid claims on all of its Puerto Rico exposures except for Puerto Rico Aqueduct and Sewer Authority (PRASA), Municipal Finance Agency (MFA) and University of Puerto Rico (U of PR).
On November 30, 2015, and December 8, 2015, the then governor of Puerto Rico issued executive orders (Clawback Orders) directing the Puerto Rico Department of Treasury and the Puerto Rico Tourism Company to "claw back" certain taxes pledged to secure the payment of bonds issued by the Puerto Rico Highways and Transportation Authority (PRHTA), Puerto Rico Infrastructure Financing Authority (PRIFA), and Puerto Rico Convention Center District Authority (PRCCDA). The Puerto Rico exposures insured by the Company subject to clawback are shown in the table “Puerto Rico Net Par Outstanding.”
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 board (Oversight Board) 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 (Bankruptcy Code). With the terms of the original seven members of the Oversight Board having expired, the Oversight Board was reconstituted in late 2020 and early 2021 with a number of new members as well as several incumbents.
The Company believes that a number of the actions taken by the Commonwealth, the Oversight Board and others with respect to obligations the Company insures are illegal or unconstitutional or both, and has taken legal action, and may take additional legal action in the future, to enforce its rights with respect to these matters. In addition, the Commonwealth, the Oversight Board and others have taken legal action naming the Company as a party. See “Puerto Rico Litigation” below.
The Company also participates in mediation and negotiations relating to its Puerto Rico exposure. The COVID-19 pandemic and evolving governmental and private responses to the pandemic are impacting both Puerto Rico itself and the process of resolving the payment defaults of the Commonwealth and some of its related authorities and public corporations, including delaying related litigation, the various Title III proceedings, and other legal proceedings.
The final form and timing of responses to Puerto Rico’s financial distress, the devastation of Hurricane Maria and the COVID-19 pandemic and evolving governmental and private responses to the pandemic, eventually taken by the federal government or implemented under the auspices of PROMESA and the Oversight Board or otherwise, and the final impact on the Company, after resolution of legal challenges, of any such responses on obligations insured by the Company, are uncertain. 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.
The Company groups its Puerto Rico exposure into three categories:
•Constitutionally Guaranteed. The Company includes in this category public debt benefiting from Article VI of the Constitution of the Commonwealth, which expressly provides that interest and principal payments on the public debt are to be paid before other disbursements are made.
•Public Corporations – Certain Revenues Potentially Subject to Clawback. The Company includes in this category the debt of public corporations for which applicable law permits the Commonwealth to claw back, subject to certain conditions and for the payment of public debt, at least a portion of the revenues supporting the bonds the Company insures. As a constitutional condition to clawback, available Commonwealth revenues for any fiscal year must be insufficient to pay Commonwealth debt service before the payment of any appropriations for that year. The Company believes that this condition has not been satisfied to date, and accordingly that the Commonwealth has not to date been entitled to claw back revenues supporting debt insured by the Company.
•Other Public Corporations. The Company includes in this category the debt of public corporations that are supported by revenues it does not believe are subject to clawback.
Constitutionally Guaranteed
General Obligation. As of December 31, 2020, the Company had $1,112 million insured net par outstanding of the general obligations of Puerto Rico, which are supported by the good faith, credit and taxing power of the Commonwealth. Despite the requirements of Article VI of its Constitution, the Commonwealth defaulted on the debt service payment due on July 1, 2016, and the Company has been making claim payments on these bonds since that date. The Oversight Board has filed a petition under Title III of PROMESA with respect to the Commonwealth.
On May 27, 2020, the Oversight Board certified a revised fiscal plan for the Commonwealth. The revised certified Commonwealth fiscal plan contemplates a reduction in financial resources available for debt service as a result of efforts to contain, and the impact on the economy from, the COVID-19 pandemic. That revised fiscal plan also contemplates a postponement of reforms for the Commonwealth. The Company continues to disagree with the Oversight Board's view of available resources.
On February 23, 2021 the Oversight Board announced it had entered into a revised general obligation Plan Support Agreement (GO PSA) with certain general obligation (GO) and Puerto Rico Public Buildings Authority (PBA) bondholders and insurers representing approximately $11.7 billion, approximately 62% of the aggregate amount of general obligation and PBA bond claims. In general, the GO PSA provides for lower Commonwealth debt service payments per annum relative to the Plan Support Agreement signed in February 2020 (February 2020 PSA), extends the tenor of new recovery bonds, increases the amount of cash distributed to creditors, and provides additional consideration in the form of a contingent value instrument. This
contingent value instrument is intended to provide creditors with additional returns tied to outperformance of the Puerto Rico Sales and Use tax against May of 2020 certified fiscal plan projections. AGM and AGC each are a conditional support party to the GO PSA with an absolute withdrawal right that extends until March 31, 2021. While conditional support parties, AGM and AGC intend to negotiate an acceptable treatment of their PRHTA, PRCCDA and PRIFA revenue bond claims against the Commonwealth and its associated instrumentalities. The GO PSA purports to provide a framework to address approximately $18.8 billion of Commonwealth debt (including PBA debt), and provides for different recoveries based on the bonds’ vintage issuance date, with GO and PBA bonds issued before 2011 (Vintage) receiving higher recoveries than GO and PBA bonds issued in 2011 and thereafter (except that, for purposes of the GO PSA, Series 2011A GO bonds would be treated as Vintage bonds). The differentiated recovery scheme provided under the GO PSA is purportedly based on the Oversight Board’s attempt to invalidate the non-Vintage GO and PBA bonds (see “Puerto Rico Litigation” below).
On February 28, 2020, the Oversight Board filed with the Title III court an Amended Joint Plan of Adjustment of the Commonwealth (Amended POA) to restructure approximately $35 billion of debt (including the GO bonds) and other claims against the government of Puerto Rico and certain entities and $50 billion in pension obligations. It is anticipated that the Oversight Board will file in mid-March 2021 a further amended Commonwealth plan of adjustment that includes the terms of the settlement relating to the GO bonds embodied in the GO PSA. The Company believes the Amended POA, as filed on February 28, 2020, did not comply with the laws and constitution of Puerto Rico and the provisions of PROMESA and does not satisfy the statutory requirements for confirmation of a plan of adjustment under Title III of PROMESA.
PBA. As of December 31, 2020, the Company had $134 million insured net par outstanding of PBA bonds, which are supported by a pledge of the rents due under leases of government facilities to departments, agencies, instrumentalities and municipalities of the Commonwealth, and that benefit from a Commonwealth guaranty supported by a pledge of the Commonwealth’s good faith, credit and taxing power. Despite the requirements of Article VI of the Commonwealth's Constitution, the PBA defaulted on most of the debt service payment due on July 1, 2016, and the Company has been making claim payments on these bonds since then. On September 27, 2019, the Oversight Board filed a petition under Title III of PROMESA with respect to the PBA to allow the restructuring of the PBA claims through the Amended POA.
The PBA bonds are covered by the GO PSA, described above. As noted above, on February 28, 2020, the Oversight Board filed with the Title III court an Amended POA to restructure approximately $35 billion of debt (including the PBA bonds) and other claims against the government of Puerto Rico and certain entities and $50 billion in pension obligations. It is anticipated that the Oversight Board will file in mid-March 2021 a further amended Commonwealth plan of adjustment that includes the terms of the settlement relating to the PBA bonds embodied in the GO PSA. The Company believes the Amended POA, as filed on February 28, 2020, did not comply with the laws and constitution of Puerto Rico and the provisions of PROMESA and does not satisfy the statutory requirements for confirmation of a plan of adjustment under Title III of PROMESA.
Public Corporations - Certain Revenues Potentially Subject to Clawback
PRHTA. As of December 31, 2020, the Company had $817 million insured net par outstanding of PRHTA (transportation revenue) bonds and $493 million insured net par outstanding of PRHTA (highway revenue) bonds. The transportation revenue bonds are secured by a subordinate gross lien on gasoline and gas oil and diesel oil taxes, motor vehicle license fees and certain tolls, plus a first lien on up to $120 million annually of taxes on crude oil, unfinished oil and derivative products. The highway revenue bonds are secured by a gross lien on gasoline and gas oil and diesel oil taxes, motor vehicle license fees and certain tolls. The non-toll revenues consisting of excise taxes and fees collected by the Commonwealth on behalf of PRHTA and its bondholders that are statutorily allocated to PRHTA and its bondholders are potentially subject to clawback. Despite the presence of funds in relevant debt service reserve accounts that the Company believes should have been employed to fund debt service, PRHTA defaulted on the full July 1, 2017 insured debt service payment, and the Company has been making claim payments on these bonds since that date. The Oversight Board has filed a petition under Title III of PROMESA with respect to PRHTA.
On June 26, 2020, the Oversight Board certified a revised fiscal plan for PRHTA. The revised certified PRHTA fiscal plan projects very limited capacity to pay debt service over the five-year forecast period.
PRCCDA. As of December 31, 2020, the Company had $152 million insured net par outstanding of PRCCDA bonds, which are secured by certain hotel tax revenues. These revenues are sensitive to the level of economic activity in the area and are potentially subject to clawback. There were sufficient funds in the PRCCDA bond accounts to make only partial payments on the July 1, 2017 PRCCDA bond payments guaranteed by the Company, and the Company has been making claim payments on these bonds since that date.
PRIFA. As of December 31, 2020, the Company had $16 million insured net par outstanding of PRIFA bonds, which are secured primarily by the return to PRIFA and its bondholders of a portion of federal excise taxes paid on rum. These revenues are potentially subject to the clawback. The Company has been making claim payments on the PRIFA bonds since January 2016.
Other Public Corporations
Puerto Rico Electric Power Authority (PREPA). As of December 31, 2020, the Company had $776 million insured net par outstanding of PREPA obligations, which are secured by a lien on the revenues of the electric system. The Company has been making claim payments on these bonds since July 1, 2017. On July 2, 2017, the Oversight Board commenced proceedings for PREPA under Title III of PROMESA.
On May 3, 2019, AGM and AGC entered into a restructuring support agreement with PREPA (PREPA RSA) and other stakeholders, including a group of uninsured PREPA bondholders, the Commonwealth of Puerto Rico, and the Oversight Board, that is intended to, among other things, provide a framework for the consensual resolution of the treatment of the Company’s insured PREPA revenue bonds in PREPA's recovery plan. Upon consummation of the restructuring transaction, PREPA’s revenue bonds will be exchanged into new securitization bonds issued by a special purpose corporation and secured by a segregated transition charge assessed on electricity bills.
The closing of the restructuring transaction is subject to a number of conditions, including approval by the Title III Court of the PREPA RSA and settlement described therein, a minimum of 67% support of voting bondholders for a plan of adjustment that includes this proposed treatment of PREPA revenue bonds and confirmation of such plan by the Title III court, and execution of acceptable documentation and legal opinions. Under the PREPA RSA, the Company has the option to guarantee its allocated share of the securitization exchange bonds, which may then be offered and sold in the capital markets. The Company believes that the additive value created by attaching its guarantee to the securitization exchange bonds would materially improve its overall recovery under the transaction, as well as generate new insurance premiums; and therefore that its economic results could differ from those reflected in the PREPA RSA.
On June 29, 2020, the Oversight Board certified a revised fiscal plan for PREPA. The revised certified PREPA fiscal plan projects no capacity to pay debt service over the five-year forecast period without incurring rate increases.
MFA. As of December 31, 2020, the Company had $223 million net par outstanding of bonds issued by MFA secured by a lien on local property tax revenues. The MFA bond accounts contained sufficient funds to make the MFA bond payments due through the date of this filing that were guaranteed by the Company, and those payments were made in full.
U of PR. As of December 31, 2020, the Company had $1 million insured net par outstanding of U of PR bonds, which are general obligations of the university and are secured by a subordinate lien on the proceeds, profits and other income of the university, subject to a senior pledge and lien for the benefit of outstanding university system revenue bonds. As of the date of this filing, all debt service payments on U of PR bonds insured by the Company have been made.
Resolved Commonwealth Credits
Puerto Rico Sales Tax Financing Corporation (COFINA). On February 12, 2019, pursuant to a plan of adjustment approved by the PROMESA Title III Court, the Company paid off in full its $273 million net par outstanding of insured COFINA bonds, plus accrued and unpaid interest, and no longer has any exposure to COFINA. Pursuant to the plan of adjustment, the Company received $152 million in initial par of closed lien senior bonds of COFINA validated by the PROMESA Title III Court (which it has since sold), along with cash.
PRASA. In the fourth quarter of 2020, $372 million of PRASA obligations insured by the Company were refunded, reducing the Company's exposure to such bonds to $1 million of insured net par as of December 31, 2020. The Company's insured PRASA obligations are secured by a lien on the gross revenues of the water and sewer system.
Puerto Rico Litigation
The Company believes that a number of the actions taken by the Commonwealth, the Oversight Board and others with respect to obligations it insures are illegal or unconstitutional or both, and has taken legal action, and may take additional legal action in the future, to enforce its rights with respect to these matters. In addition, the Commonwealth, the Oversight Board and others have taken legal action naming the Company as party.
Currently, there are numerous legal actions relating to the default by the Commonwealth and certain of its entities on debt service payments, and related matters, and the Company is a party to a number of them. On July 24, 2019, Judge Laura Taylor Swain of the United States District Court for the District of Puerto Rico (Federal District Court for Puerto Rico) held an omnibus hearing on litigation matters relating to the Commonwealth. At that hearing, she imposed a stay through November 30, 2019, on a series of adversary proceedings and contested matters amongst the stakeholders and imposed mandatory mediation on all parties through that date. On October 28, 2019, Judge Swain extended the stay until December 31, 2019, and has since stayed the proceedings pending the Court's determination on the Commonwealth's plan of adjustment. A number of the legal actions in which the Company is involved remain subject to stay orders.
On January 7, 2016, AGM, AGC and Ambac Assurance Corporation commenced an action for declaratory judgment and injunctive relief in the Federal District Court for Puerto Rico to invalidate the executive orders issued on November 30, 2015 and December 8, 2015 by the then governor of Puerto Rico directing that the Secretary of the Treasury of the Commonwealth of Puerto Rico and the Puerto Rico Tourism Company claw back certain taxes and revenues pledged to secure the payment of bonds issued by the PRHTA, the PRCCDA and PRIFA. The Commonwealth defendants filed a motion to dismiss the action for lack of subject matter jurisdiction, which the court denied on October 4, 2016. On October 14, 2016, the Commonwealth defendants filed a notice of PROMESA automatic stay. While the PROMESA automatic stay expired on May 1, 2017, on May 17, 2017, the court stayed the action under PROMESA.
On June 3, 2017, AGC and AGM filed an adversary complaint in the Federal District Court for Puerto Rico seeking (i) a judgment declaring that the application of pledged special revenues to the payment of the PRHTA bonds is not subject to the PROMESA Title III automatic stay and that the Commonwealth has violated the special revenue protections provided to the PRHTA bonds under the Bankruptcy Code; (ii) an injunction enjoining the Commonwealth from taking or causing to be taken any action that would further violate the special revenue protections provided to the PRHTA bonds under the Bankruptcy Code; and (iii) an injunction ordering the Commonwealth to remit the pledged special revenues securing the PRHTA bonds in accordance with the terms of the special revenue provisions set forth in the Bankruptcy Code. On January 30, 2018, the court rendered an opinion dismissing the complaint and holding, among other things, that (x) even though the special revenue provisions of the Bankruptcy Code protect a lien on pledged special revenues, those provisions do not mandate the turnover of pledged special revenues to the payment of bonds and (y) actions to enforce liens on pledged special revenues remain stayed. A hearing on AGM and AGC’s appeal of the trial court’s decision to the United States Court of Appeals for the First Circuit (First Circuit) was held on November 5, 2018. On March 26, 2019, the First Circuit issued its opinion affirming the trial court’s decision and held that Sections 928(a) and 922(d) of the Bankruptcy Code permit, but do not require, continued payments during the pendency of the Title III proceedings. The First Circuit agreed with the trial court that (i) Section 928(a) of the Bankruptcy Code does not mandate the turnover of special revenues or require continuity of payments to the PRHTA bonds during the pendency of the Title III proceedings, and (ii) Section 922(d) of the Bankruptcy Code is not an exception to the automatic stay that would compel PRHTA, or third parties holding special revenues, to apply special revenues to outstanding obligations. On April 9, 2019, AGM, AGC and other petitioners filed a petition with the First Circuit seeking a rehearing by the full court; the petition was denied by the First Circuit on July 31, 2019. On September 20, 2019, AGC, AGM and other petitioners filed a petition for review by the U.S. Supreme Court of the First Circuit's holding, which was denied on January 13, 2020.
On June 26, 2017, AGM and AGC filed a complaint in the Federal District Court for Puerto Rico seeking (i) a declaratory judgment that the PREPA restructuring support agreement executed in December 2015 (2015 PREPA RSA) is a “Preexisting Voluntary Agreement” under Section 104 of PROMESA and the Oversight Board’s failure to certify the 2015 PREPA RSA is an unlawful application of Section 601 of PROMESA; (ii) an injunction enjoining the Oversight Board from unlawfully applying Section 601 of PROMESA and ordering it to certify the 2015 PREPA RSA; and (iii) a writ of mandamus requiring the Oversight Board to comply with its duties under PROMESA and certify the 2015 PREPA RSA. On July 21, 2017, in light of its PREPA Title III petition on July 2, 2017, the Oversight Board filed a notice of stay under PROMESA.
On July 18, 2017, AGM and AGC filed in the Federal District Court for Puerto Rico a motion for relief from the automatic stay in the PREPA Title III bankruptcy proceeding and a form of complaint seeking the appointment of a receiver for PREPA. The court denied the motion on September 14, 2017, but on August 8, 2018, 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. Under the PREPA RSA, AGM and AGC have agreed to withdraw from the lift stay motion upon the Title III Court’s approval of the settlement of claims embodied in the PREPA RSA. The Oversight Board filed a status report on May 15, 2020 regarding PREPA's financial condition and its request for approval of the PREPA RSA settlement, in which it requested that it be permitted to file an updated report by July 31, 2020, and that all proceedings related to the approval of the PREPA RSA settlement continue to be adjourned. On May 22, 2020, the Title III Court issued an order to that effect. The Oversight Board has filed updated status
reports on July 31, 2020, September 25, 2020, and December 9, 2020, and requested that it be permitted to file a further updated report by March 10, 2021.
On May 23, 2018, AGM and AGC filed an adversary complaint in the Federal District Court for Puerto Rico seeking a judgment declaring that (i) the Oversight Board lacked authority to develop or approve the new fiscal plan for Puerto Rico which it certified on April 19, 2018 (Revised Fiscal Plan); (ii) the Revised Fiscal Plan and the Fiscal Plan Compliance Law (Compliance Law) enacted by the Commonwealth to implement the original Commonwealth Fiscal Plan violate various sections of PROMESA; (iii) the Revised Fiscal Plan, the Compliance Law and various moratorium laws and executive orders enacted by the Commonwealth to prevent the payment of debt service (a) are unconstitutional and void because they violate the Contracts, Takings and Due Process Clauses of the U.S. Constitution and (b) are preempted by various sections of PROMESA; and (iv) no Title III plan of adjustment based on the Revised Fiscal Plan can be confirmed under PROMESA. On August 13, 2018, the court-appointed magistrate judge granted the Commonwealth's and the Oversight Board's motion to stay this adversary proceeding pending a decision by the First Circuit in an appeal by Ambac Assurance Corporation of an unrelated adversary proceeding decision, which the First Circuit rendered on June 24, 2019. On July 24, 2019, Judge Swain announced a court-imposed stay of a series of adversary proceedings and contested matters through November 30, 2019, with a mandatory mediation element. Judge Swain extended the stay until December 31, 2019, and further extended the stay until March 11, 2020. Pursuant to the request of AGM, AGC and the defendants, Judge Swain ordered on September 6, 2019 that the claims in this complaint be addressed in the Commonwealth plan confirmation process and be subject to her July 24, 2019 stay and mandatory mediation order and be addressed in the Commonwealth plan confirmation process. Judge Swain postponed certain deadlines and hearings, including those related to the plan of adjustment, indefinitely as a result of the COVID-19 pandemic. Pursuant to the court's order, the Oversight Board filed an updated status report on September 9, 2020, as well as a subsequent update on October 25, 2020, regarding the effects of the pandemic on the Commonwealth. Subsequently, the court ordered the Oversight Board to file a further updated report by December 8, 2020 and, no later than February 10, 2021, an amended Commonwealth disclosure statement and plan of adjustment or, at a minimum, a term sheet outlining such amendments necessitated by the COVID-19 pandemic. On February 10, 2021, the Oversight Board filed a motion to extend the deadline to March 8, 2021 given a recent preliminary agreement with creditors.
On July 23, 2018, AGC and AGM filed an adversary complaint in the Federal District Court for Puerto Rico seeking a judgment (i) declaring the members of the Oversight Board are officers of the U.S. whose appointments were unlawful under the Appointments Clause of the U.S. Constitution; (ii) declaring void from the beginning the unlawful actions taken by the Oversight Board to date, including (x) development of the Commonwealth's Fiscal Plan, (y) development of PRHTA's Fiscal Plan, and (z) filing of the Title III cases on behalf of the Commonwealth and PRHTA; and (iii) enjoining the Oversight Board from taking any further action until the Oversight Board members have been lawfully appointed in conformity with the Appointments Clause of the U.S. Constitution. The Title III court dismissed a similar lawsuit filed by another party in the Commonwealth’s Title III case in July 2018. On August 3, 2018, a stipulated judgment was entered against AGM and AGC at their request based upon the court's July decision in the other Appointments Clause lawsuit and, on the same date, AGM and AGC appealed the stipulated judgment to the First Circuit. On August 15, 2018, the court consolidated, for purposes of briefing and oral argument, AGM and AGC's appeal with the other Appointments Clause lawsuit. The First Circuit consolidated AGM and AGC's appeal with a third Appointments Clause lawsuit on September 7, 2018 and held a hearing on December 3, 2018. On February 15, 2019, the First Circuit issued its ruling on the appeal and held that members of the Oversight Board were not appointed in compliance with the Appointments Clause of the U.S. Constitution but declined to dismiss the Title III petitions citing the (i) de facto officer doctrine and (ii) negative consequences to the many innocent third parties who relied on the Oversight Board’s actions to date, as well as the further delay which would result from a dismissal of the Title III petitions. The case was remanded back to the Federal District Court for Puerto Rico for the appellants’ requested declaratory relief that the appointment of the board members of the Oversight Board is unconstitutional. The First Circuit delayed the effectiveness of its ruling for 90 days so as to allow the President and the Senate to validate the defective appointments or reconstitute the Oversight Board in accordance with the Appointments Clause. On April 23, 2019, the Oversight Board filed a petition for review by the U.S. Supreme Court of the First Circuit's holding that its members were not appointed in compliance with the Appointments Clause and on the following day filed a motion in the First Circuit to further stay the effectiveness of the First Circuit’s February 15, 2019 ruling pending final disposition by the U.S. Supreme Court. On May 24, 2019, AGC and AGM filed a petition for a review by the U.S. Supreme Court of the First Circuit’s holding that the de facto officer doctrine allows courts to deny meaningful relief to successful challengers suffering ongoing injury at the hands of unconstitutionally appointed officers. On July 2, 2019, the First Circuit granted the Oversight Board’s motion to stay the effectiveness of the First Circuit’s February 15, 2019 ruling pending final disposition by the U.S. Supreme Court. On October 15, 2019, the U.S. Supreme Court heard oral arguments on the First Circuit's ruling. On June 1, 2020, the Supreme Court issued its opinion, reversing the First Circuit and holding that the selection process prescribed under PROMESA for Oversight Board members does not violate the Appointments Clause.
On December 21, 2018, the Oversight Board and the Official Committee of Unsecured Creditors of all Title III Debtors (other than COFINA) filed an adversary complaint in the Federal District Court for Puerto Rico seeking a judgment declaring that (i) the leases to public occupants entered into by the PBA are not “true leases” for purposes of Section 365(d)(3) of the Bankruptcy Code and therefore the Commonwealth has no obligation to make payments to the PBA under the leases or Section 365(d)(3) of the Bankruptcy Code, (ii) the PBA is not entitled to a priority administrative expense claim under the leases pursuant to Sections 503(b)(1) and 507(a)(2) of the Bankruptcy Code, and (iii) any such claims filed or asserted against the Commonwealth are disallowed. On January 28, 2019, the PBA filed an answer to the complaint. On March 12, 2019, the Federal District Court for Puerto Rico granted, with certain limitations, AGM’s and AGC’s motion to intervene. On March 21, 2019, AGM and AGC, together with certain other intervenors, filed a motion for judgment on the pleadings. On July 24, 2019, Judge Swain announced a court-imposed stay of a series of adversary proceedings and contested matters, which include this proceeding, through November 30, 2019, with a mandatory mediation element. Judge Swain extended the stay until December 31, 2019, and has since stayed the proceedings pending the Court's determination on the Commonwealth's plan of adjustment.
On January 14, 2019, the Oversight Board and the Official Committee of Unsecured Creditors filed an omnibus objection in the Title III Court to claims filed by holders of approximately $6 billion of Commonwealth general obligation bonds issued in 2012 and 2014, asserting among other things that such bonds were issued in violation of the Puerto Rico constitutional debt service limit, such bonds are null and void, and the holders have no equitable remedy against the Commonwealth. Pursuant to procedures established by Judge Swain, on April 10, 2019, AGM filed a notice of participation in these proceedings. As of December 31, 2020, $369 million of the Company’s insured net par outstanding of the general obligation bonds of Puerto Rico were issued on or after March 2012. On May 21, 2019, the Official Committee of Unsecured Creditors filed a claim objection to certain Commonwealth general obligation bonds issued in 2011, approximately $210 million of which are insured by the Company as of December 31, 2020, on substantially the same bases as the January 14, 2019 filing, and which the plaintiffs propose to be subject to the proceedings relating to the 2012 and 2014 bonds. On July 24, 2019, Judge Swain announced a court-imposed stay of a series of adversary proceedings and contested matters, which include this proceeding, through November 30, 2019, with a mandatory mediation element. Judge Swain extended the stay until December 31, 2019, but did not further extend the stay with respect to this matter. On January 8, 2020, certain Commonwealth general obligation bondholders (self-styled as the Lawful Constitutional Debt Coalition) filed a claim objection to the 2012 and 2014 bonds, asserting among other things that those bonds were issued in violation of the Puerto Rico constitutional debt limit and are not entitled to first priority status under the Puerto Rico Constitution. Judge Swain stayed these proceedings pending the Court’s determination on the Commonwealth’s plan of adjustment.
On May 2, 2019, the Oversight Board and the Official Committee of Unsecured Creditors filed an adversary complaint in the Federal District Court for Puerto Rico against various Commonwealth general obligation bondholders and bond insurers, including AGC and AGM, that had asserted in their proofs of claim that their bonds are secured. The complaint seeks a judgment declaring that defendants do not hold consensual or statutory liens and are unsecured claimholders to the extent they hold allowed claims. The complaint also asserts that even if Commonwealth law granted statutory liens, such liens are avoidable under Section 545 of the Bankruptcy Code. On July 24, 2019, Judge Swain announced a court-imposed stay of a series of adversary proceedings and contested matters, which include this proceeding, through November 30, 2019, with a mandatory mediation element. Judge Swain has since stayed these proceedings pending the Court's determination on the Commonwealth's plan of adjustment.
On May 20, 2019, the Oversight Board and the Official Committee of Unsecured Creditors filed an adversary complaint in the Federal District Court for Puerto Rico against the fiscal agent and holders and/or insurers, including AGC and AGM, that have asserted their PRHTA bond claims are entitled to secured status in PRHTA’s Title III case. Plaintiffs are seeking to avoid the PRHTA bondholders’ liens and contend that (i) the scope of any lien only applies to revenues that have been both received by PRHTA and deposited in certain accounts held by the fiscal agent and does not include PRHTA’s right to receive such revenues; (ii) any lien on revenues was not perfected because the fiscal agent does not have “control” of all accounts holding such revenues; (iii) any lien on the excise tax revenues is no longer enforceable because any rights PRHTA had to receive such revenues are preempted by PROMESA; and (iv) even if PRHTA held perfected liens on PRHTA’s revenues and the right to receive such revenues, such liens were terminated by Section 552(a) of the Bankruptcy Code as of the petition date. On July 24, 2019, Judge Swain announced a court-imposed stay of a series of adversary proceedings and contested matters, which include this proceeding, through November 30, 2019, with a mandatory mediation element. Judge Swain extended the stay through December 31, 2019, and extended the stay again pending further order of the court on the understanding that these issues will be resolved in other proceedings.
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 in the Federal District Court for Puerto Rico against the Oversight Board, PREPA, the Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), U.S. Bank National Association, as trustee for PREPA bondholders, and various PREPA bondholders and bond insurers, including
AGC and AGM. The complaint seeks, among other things, declarations that the advances made by the Fuel Line Lenders are Current Expenses as defined in the trust agreement pursuant to which the PREPA bonds were issued and there is no valid lien securing the PREPA bonds unless and until the Fuel Line Lenders are paid in full, as well as orders subordinating the PREPA bondholders’ lien and claim to the Fuel Line Lenders’ claims and declaring the PREPA RSA null and void. The Oversight Board filed a status report on May 15, 2020, regarding PREPA's financial condition and its request for approval of the PREPA RSA settlement, in which it requested that it be permitted to file an updated report by July 31, 2020, that all proceedings related to the approval of the PREPA RSA settlement continue to be adjourned, and that the hearing in this adversary proceeding scheduled for June 3, 2020 be adjourned. On May 22, 2020, the Title III Court issued an order to that effect.
On October 30, 2019, the retirement system for PREPA employees (SREAEE) filed an amended adversary complaint in the Federal District Court for Puerto Rico against the Oversight Board, PREPA, AAFAF, the Commonwealth, the Governor of Puerto Rico, and U.S. Bank National Association, as trustee for PREPA bondholders. The complaint seeks, among other things, declarations that amounts owed to SREAEE are Current Expenses as defined in the trust agreement pursuant to which the PREPA bonds were issued, that there is no valid lien securing the PREPA bonds other than on amounts in the sinking funds and that SREAEE is a third-party beneficiary of certain trust agreement provisions, as well as orders subordinating the PREPA bondholders’ lien and claim to the SREAEE claims. On November 7, 2019, the court granted a motion to intervene by AGC and AGM. The Oversight Board filed a status report on May 15, 2020 regarding PREPA’s financial condition and its request for approval of the PREPA RSA settlement, in which it requested that it be permitted to file an updated report by July 31, 2020, that all proceedings related to the approval of the PREPA RSA settlement continue to be adjourned, and that the hearing in this adversary proceeding scheduled for June 3, 2020 be adjourned. On May 22, 2020, the Title III Court issued an order to that effect.
On January 16, 2020, AGM and AGC along with certain other monoline insurers filed in Federal District Court for Puerto Rico a motion (amending and superseding a motion filed by AGM and AGC on August 23, 2019) for relief from the automatic stay imposed pursuant to Title III of PROMESA to permit AGM and AGC, and the other moving parties to enforce in another forum the application of the revenues securing the PRHTA Bonds (the PRHTA Revenues) or, in the alternative, for adequate protection for their property interests in PRHTA Revenues. A preliminary hearing on the motion occurred on June 4, 2020. Pursuant to orders issued on July 2, 2020 and September 9, 2020, Judge Swain denied the motion to the extent it sought stay relief or adequate protection with respect to liens or other property interests in PRHTA Revenues that have not been deposited in the related bond resolution funds. On September 23, 2020, AGM and AGC filed a notice of appeal of this denial and the underlying determinations to the First Circuit, which held oral arguments on February 4, 2021.
On January 16, 2020, the Oversight Board brought an adversary proceeding in the Federal District Court for Puerto Rico against AGM, AGC and other insurers of PRHTA Bonds, objecting to the bond insurers claims in the Commonwealth Title III proceedings and seeking to disallow such claims, among other reasons, as being duplicative of the master claims filed by the trustee, for lack of standing and for any assertions of secured status or property interests with respect to PRHTA Revenues. Motions for partial summary judgment were filed on April 28, 2020, and a hearing was held on September 23, 2020. On January 20, 2021, Judge Swain ordered that certain discovery identified by the insurers was appropriate prior to a determination on the partial summary judgment motion.
On January 16, 2020, the Oversight Board, on behalf of the PRHTA, brought an adversary proceeding in the Federal District Court for Puerto Rico against AGM, 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, among other reasons, as being duplicative of the master claims filed by the trustee and for any assertions of secured status or property interests with respect to PRHTA Revenues. This matter is stayed pending further order of the court.
On January 16, 2020, AGM and AGC along with certain other monoline insurers and the trustee for the PRIFA Rum Tax Bonds filed in Federal District Court for Puerto Rico a motion concerning application of the automatic stay to the revenues securing the PRIFA Bonds (the PRIFA Revenues), seeking an order lifting the automatic stay so that AGM and AGC and the other moving parties can enforce rights respecting the PRIFA Revenues in another forum or, in the alternative, that the Commonwealth must provide adequate protection for such parties’ lien on the PRIFA Revenues. A preliminary hearing on the motion occurred on June 4, 2020. Pursuant to orders issued on July 2, 2020 and September 9, 2020, Judge Swain denied the motion to the extent it sought stay relief or adequate protection with respect to PRIFA Revenues that have not been deposited in the related sinking fund. On September 23, 2020, AGM and AGC filed a notice of appeal of this denial and the underlying determinations to the First Circuit, which held oral arguments on February 4, 2021.
On January 16, 2020, the Oversight Board brought an adversary proceeding in the Federal District Court for Puerto Rico against AGC and other insurers of PRIFA Bonds, objecting to the bond insurers claims and seeking to disallow such
claims, among other reasons, as being duplicative of the master claims filed by the trustee, for lack of standing and for any assertions of secured status or ownership interests with respect to PRIFA Revenues. Motions for partial summary judgment were filed on April 28, 2020, and a hearing was held on September 23, 2020. On January 20, 2021, Judge Swain ordered that certain discovery identified by the insurers was appropriate prior to a determination on the partial summary judgment motion.
On January 16, 2020, AGM and AGC along with certain other monoline insurers and the trustee for the PRCCDA Bonds filed in Federal District Court for Puerto Rico a motion concerning application of the automatic stay to the revenues securing the PRCCDA Bonds (the PRCCDA Revenues), seeking an order that an action to enforce rights respecting the PRCCDA Revenues in another forum is not subject to the automatic stay associated with the Commonwealth’s Title III proceeding or, in the alternative, if the court finds that the stay is applicable, lifting the automatic stay so that AGM, AGC and the other moving parties can enforce such rights in another forum or, in the further alternative, if the court finds the automatic stay applicable and does not lift it, that the Commonwealth must provide adequate protection for such parties’ lien on the PRCCDA Revenues. A preliminary hearing on the motion occurred on June 4, 2020. On July 2, 2020, Judge Swain held that a proposed enforcement action by AGM, AGC and other moving parties in another court would be subject to the automatic stay, that such parties have a colorable claim to a security interest in funds deposited in the “Transfer Account” and have shown a reasonable likelihood that a certain account held by Scotiabank is the Transfer Account, but denied the motion to the extent it sought stay relief or adequate protection with respect to PRCCDA Revenues that have not been deposited in the Transfer Account. Pursuant to a memorandum issued on September 9, 2020, Judge Swain held that the final hearing with respect to the Transfer Account shall be deemed to have occurred when the court issues its final decisions in the PRCCDA Adversary Proceeding concerning the identity of the Transfer Account and the parties' respective rights in the alleged Transfer Account monies. Following the final hearing with respect to the Transfer Account, AGM and AGC intend to appeal the portion of the opinion constituting a denial and the underlying determinations related to the denial to the First Circuit.
On January 16, 2020, the Oversight Board brought an adversary proceeding in the Federal District Court for Puerto Rico against AGC and other insurers of PRCCDA Bonds, objecting to the bond insurers claims and seeking to disallow such claims, among other reasons, as being duplicative of the master claims filed by the trustee and for any assertions of secured status or property interests with respect to PRCCDA Revenues. Motions for partial summary judgment were filed on April 28, 2020, and a hearing was held on September 23, 2020. On January 20, 2021, Judge Swain ordered that certain discovery identified by the insurers was appropriate prior to a determination on the partial summary judgment motion.
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
|
|
December 31, 2020
|
|
December 31, 2019
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(in millions)
|
Exposure to Puerto Rico
|
$
|
3,789
|
|
|
$
|
4,458
|
|
|
$
|
5,674
|
|
|
$
|
6,956
|
|
Puerto Rico
Net Par Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
December 31, 2020 (1)
|
|
December 31, 2019
|
|
(in millions)
|
Commonwealth Constitutionally Guaranteed
|
|
|
|
Commonwealth of Puerto Rico - General Obligation Bonds (2)
|
$
|
1,112
|
|
|
$
|
1,253
|
|
PBA
|
134
|
|
|
140
|
|
Public Corporations - Certain Revenues Potentially Subject to Clawback
|
|
|
|
PRHTA (Transportation revenue) (2)
|
817
|
|
|
811
|
|
PRHTA (Highway revenue) (2)
|
493
|
|
|
454
|
|
PRCCDA
|
152
|
|
|
152
|
|
PRIFA
|
16
|
|
|
16
|
|
Other Public Corporations
|
|
|
|
PREPA (2)
|
776
|
|
|
822
|
|
MFA
|
223
|
|
|
248
|
|
PRASA
|
1
|
|
|
373
|
|
U of PR
|
1
|
|
|
1
|
|
Total net exposure to Puerto Rico
|
$
|
3,725
|
|
|
$
|
4,270
|
|
____________________
(1) In 2020, the Company reassumed $118 million in net par of Puerto Rico exposures from its largest remaining legacy financial guaranty reinsurer.
(2) As of the date of this filing, the Oversight Board has certified a filing under Title III of PROMESA for these exposures.
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 payments of interest and principal when those amounts are scheduled to be paid and cannot be required to pay on an accelerated basis. In the event that obligors default on their obligations, the Company would only 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 December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
Scheduled Net Par Amortization
|
|
Scheduled Net Debt Service Amortization
|
|
(in millions)
|
2021 (January 1 - March 31)
|
$
|
—
|
|
|
$
|
92
|
|
2021 (April 1 - June 30)
|
—
|
|
|
3
|
|
2021 (July 1 - September 30)
|
152
|
|
|
244
|
|
2021 (October 1 - December 31)
|
—
|
|
|
3
|
|
Subtotal 2021
|
152
|
|
|
342
|
|
2022
|
176
|
|
|
356
|
|
2023
|
206
|
|
|
377
|
|
2024
|
222
|
|
|
384
|
|
2025
|
223
|
|
|
373
|
|
2026-2030
|
987
|
|
|
1,575
|
|
2031-2035
|
1,205
|
|
|
1,557
|
|
2036-2040
|
505
|
|
|
576
|
|
2041-2042
|
49
|
|
|
51
|
|
Total
|
$
|
3,725
|
|
|
$
|
5,591
|
|
Exposure to the U.S. Virgin Islands
As of December 31, 2020, the Company had $478 million insured net par outstanding to the U.S. Virgin Islands and its related authorities (USVI), of which it rated $216 million BIG. The $262 million USVI net par the Company rated investment grade primarily consisted of bonds secured by a lien on matching fund revenues related to excise taxes on products produced in the USVI and exported to the U.S., primarily rum. The $216 million BIG USVI net par consisted of (a) Public Finance Authority bonds secured by a gross receipts tax and the general obligation, full faith and credit pledge of the USVI and (b) bonds of the Virgin Islands Water and Power Authority secured by a net revenue pledge of the electric system.
In 2017, Hurricane Irma caused significant damage in St. John and St. Thomas, while Hurricane Maria made landfall on St. Croix as a Category 4 hurricane on the Saffir-Simpson scale, causing loss of life and substantial damage to St. Croix’s businesses and infrastructure, including the power grid. More recently, the COVID-19 pandemic and evolving governmental and private responses to the pandemic have been impacting the USVI economy, especially the tourism sector. The USVI is benefiting from the federal response to the 2017 hurricanes and COVID-19 and has made its debt service payments to date.
Specialty Insurance and Reinsurance Exposure
The Company also provides specialty insurance and reinsurance on transactions with risk profiles similar to those of its structured finance exposures written in financial guaranty form. As of December 31, 2020, $13 million of aircraft residual value insurance exposure was rated BIG. As of December 31, 2019 all specialty insurance and reinsurance exposures shown in the table below were rated investment grade internally.
Specialty Insurance and Reinsurance
Exposure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Exposure
|
|
Net Exposure
|
|
|
As of
|
|
As of
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
December 31, 2020
|
|
December 31, 2019
|
|
|
(in millions)
|
Life insurance transactions (1)
|
|
$
|
1,121
|
|
|
$
|
1,046
|
|
|
$
|
720
|
|
|
$
|
898
|
|
Aircraft residual value insurance policies
|
|
363
|
|
|
398
|
|
|
208
|
|
|
243
|
|
Total
|
|
$
|
1,484
|
|
|
$
|
1,444
|
|
|
$
|
928
|
|
|
$
|
1,141
|
|
____________________
(1) The life insurance transactions net exposure is projected to increase to approximately $957 million by March 31, 2027.
5. Expected Loss to be Paid (Recovered)
Management compiles and analyzes loss information for all exposures on a consistent basis, in order to effectively evaluate and manage the economics and liquidity of the entire insured portfolio. The Company monitors and 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. This note provides information regarding expected claim payments to be made under all contracts in the insured portfolio.
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 it. Those assumptions consider the relevant facts and circumstances and are consistent with the information tracked and monitored through the Company's risk-management activities. Expected loss to be paid (recovered) is important from a liquidity perspective in that it represents the present value of amounts that the Company expects to pay or recover in future periods for all contracts.
The expected loss to be paid (recovered) is equal to the present value of expected future cash outflows for claim and LAE payments, net of (i) inflows for expected salvage, subrogation and other recoveries, and (ii) excess spread on underlying collateral. 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 also net of amounts ceded to reinsurers.
In circumstances where the Company has purchased its own insured obligations that have 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 are 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 9, Investments and Cash and Note 11, Fair Value Measurement.
Economic loss development represents the change in net expected loss to be paid (recovered) attributable to the effects of changes in assumptions based on observed market trends, changes in discount rates, accretion of discount and the economic effects of loss mitigation efforts.
The insured portfolio includes policies accounted for under three separate accounting models depending on the characteristics of the contract and the Company's control rights. The three models are: (1) insurance as described in "Financial Guaranty Insurance Losses" in Note 6, Contracts Accounted for as Insurance, (2) derivatives as described in Note 11, Fair Value Measurement and Note 7, Contracts Accounted for as Credit Derivatives, and (3) VIE consolidation as described in Note 10, Variable Interest Entities. The Company has paid and expects to pay future losses and/or recover past losses on policies which fall under each of the three accounting models.
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 quarter 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 assumptions (which may include shifting probability weightings of its scenarios) based on public information as well as nonpublic information obtained through its surveillance and loss mitigation activities. Such information includes management's view of the potential impact of COVID-19 on its distressed exposures. Management assesses the possible implications of such information on each insured obligation, considering the unique characteristics of each transaction.
Changes over a reporting period in the Company’s loss estimates for municipal 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 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.
Actual losses will ultimately depend on future events or transaction performance and may be influenced by many interrelated factors that are difficult to predict. As a result, the Company's current projections of losses may be subject to considerable volatility and may not reflect the Company's ultimate claims paid.
In some instances, the terms of the Company's policy give it the option to pay principal losses that have been recognized in the transaction but which it is not yet required to pay, thereby reducing the amount of guaranteed interest due in the future. The Company has sometimes exercised this option, which uses cash but reduces projected future losses.
The following tables present a roll forward of net expected loss to be paid (recovered) for all contracts under all accounting models (insurance, derivative and VIE). The Company used risk-free rates for U.S. dollar denominated obligations that ranged from 0.00% to 1.72% with a weighted average of 0.60% as of December 31, 2020 and 0.00% to 2.45% with a weighted average of 1.94% as of December 31, 2019. Expected losses to be paid for transactions denominated in currencies other than the U.S. dollar represented approximately 6.8% and 3.2% of the total as of December 31, 2020 and December 31, 2019, respectively.
Net Expected Loss to be Paid (Recovered)
Roll Forward
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
(in millions)
|
Net expected loss to be paid (recovered), beginning of period
|
$
|
737
|
|
|
$
|
1,183
|
|
Economic loss development (benefit) due to:
|
|
|
|
Accretion of discount
|
9
|
|
|
22
|
|
Changes in discount rates
|
13
|
|
|
(11)
|
|
Changes in timing and assumptions
|
123
|
|
|
(12)
|
|
Total economic loss development (benefit)
|
145
|
|
|
(1)
|
|
Net (paid) recovered losses
|
(353)
|
|
|
(445)
|
|
Net expected loss to be paid (recovered), end of period
|
$
|
529
|
|
|
$
|
737
|
|
Net Expected Loss to be Paid (Recovered)
Roll Forward by Sector
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
|
Net Expected Loss to be Paid (Recovered) as of December 31, 2019
|
|
Economic Loss
Development (Benefit)
|
|
(Paid)
Recovered
Losses (1)
|
|
Net Expected Loss to be Paid (Recovered) as of December 31, 2020
|
|
(in millions)
|
Public finance:
|
|
|
|
|
|
|
|
U.S. public finance
|
$
|
531
|
|
|
$
|
190
|
|
|
$
|
(416)
|
|
|
$
|
305
|
|
Non-U.S. public finance
|
23
|
|
|
13
|
|
|
—
|
|
|
36
|
|
Public finance
|
554
|
|
|
203
|
|
|
(416)
|
|
|
341
|
|
Structured finance:
|
|
|
|
|
|
|
|
U.S. RMBS
|
146
|
|
|
(71)
|
|
|
73
|
|
|
148
|
|
Other structured finance
|
37
|
|
|
13
|
|
|
(10)
|
|
|
40
|
|
Structured finance
|
183
|
|
|
(58)
|
|
|
63
|
|
|
188
|
|
Total
|
$
|
737
|
|
|
$
|
145
|
|
|
$
|
(353)
|
|
|
$
|
529
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2019
|
|
Net Expected Loss to be Paid (Recovered) as of December 31, 2018
|
|
Economic Loss
Development (Benefit)
|
|
(Paid)
Recovered
Losses (1)
|
|
Net Expected Loss to be Paid (Recovered) as of December 31, 2019
|
|
(in millions)
|
Public finance:
|
|
|
|
|
|
|
|
U.S. public finance
|
$
|
832
|
|
|
$
|
224
|
|
|
$
|
(525)
|
|
|
$
|
531
|
|
Non-U.S. public finance
|
32
|
|
|
(9)
|
|
|
—
|
|
|
23
|
|
Public finance
|
864
|
|
|
215
|
|
|
(525)
|
|
|
554
|
|
Structured finance:
|
|
|
|
|
|
|
|
U.S. RMBS
|
293
|
|
|
(234)
|
|
|
87
|
|
|
146
|
|
Other structured finance
|
26
|
|
|
18
|
|
|
(7)
|
|
|
37
|
|
Structured finance
|
319
|
|
|
(216)
|
|
|
80
|
|
|
183
|
|
Total
|
$
|
1,183
|
|
|
$
|
(1)
|
|
|
$
|
(445)
|
|
|
$
|
737
|
|
____________________
(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 amounts for 2019 are net of bonds and cash received pursuant to the implementation of the plan of adjustment for COFINA.
The tables above include (1) LAE paid of $25 million and $35 million for the years ended December 31, 2020 and 2019, respectively, and (2) expected LAE to be paid of $23 million as of December 31, 2020 and $33 million as of December 31, 2019.
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 December 31,
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
(in millions)
|
Insurance (see Notes 6 and 8)
|
$
|
471
|
|
|
$
|
683
|
|
|
$
|
142
|
|
|
$
|
14
|
|
FG VIEs (see Note 10)
|
59
|
|
|
58
|
|
|
1
|
|
|
(29)
|
|
Credit derivatives (see Note 7)
|
(1)
|
|
|
(4)
|
|
|
2
|
|
|
14
|
|
Total
|
$
|
529
|
|
|
$
|
737
|
|
|
$
|
145
|
|
|
$
|
(1)
|
|
Selected U.S. Public Finance Transactions
The Company insured general obligation bonds of the Commonwealth of Puerto Rico and various obligations of its related authorities and public corporations aggregating $3.7 billion net par as of December 31, 2020, all of which was BIG. For additional information regarding the Company's Puerto Rico exposure, see "Exposure to Puerto Rico" in Note 4, Outstanding Insurance Exposure.
On February 25, 2015, a plan of adjustment resolving the bankruptcy filing of the City of Stockton, California under chapter 9 of the Bankruptcy Code became effective. As of December 31, 2020, the Company’s net par subject to the plan consisted of $104 million of pension obligation bonds. As part of the plan of adjustment, the City will repay claims paid on the pension obligation bonds from certain fixed payments and certain variable payments contingent on the City's revenue growth, which will likely be impacted by COVID-19.
The Company projects its total net expected loss across its troubled U.S. public finance exposures as of December 31, 2020, including those mentioned above, to be $305 million, compared with a net expected loss of $531 million as of December 31, 2019. The total net expected loss for troubled U.S. public finance exposures is net of a credit for estimated future recoveries of claims already paid. As of December 31, 2020, that credit was $1,154 million, compared with $819 million at
December 31, 2019. The Company’s net expected losses incorporate management’s probability weighted estimates of possible scenarios.
The economic loss development for U.S. public finance transactions was $190 million in 2020, which was primarily attributable to Puerto Rico exposures. The loss development attributable to the Company’s Puerto Rico exposures reflects adjustments the Company made to the assumptions it uses in its scenarios based on the public information as discussed under "Exposure to Puerto Rico" in Note 4, Outstanding Insurance Exposure as well as nonpublic information related to its loss mitigation activities during the period.
Selected Non-U.S. Public Finance Transactions
Expected loss to be paid for non-U.S. public finance transactions was $36 million as of December 31, 2020, compared with $23 million as of December 31, 2019, primarily consisting of: (i) an obligation for which the Company has been paying claims because of the impact of negative Euro Interbank Offered Rate (Euribor) on the transaction, (ii) an obligation backed by the availability and toll revenues of a major arterial road, which has been underperforming due to higher costs compared with expectations at underwriting, and (iii) transactions with sub-sovereign exposure to various Spanish or Portuguese issuers where a Spanish or Portuguese sovereign default may cause the sub-sovereigns also to default. The economic loss development for non-U.S. public finance transactions, including those mentioned above, was approximately $13 million during 2020 and was primarily attributable to the impact of lower Euribor.
U.S. RMBS Loss Projections
The Company projects losses on its insured U.S. RMBS on a transaction-by-transaction basis by projecting the performance of the underlying pool of mortgages over time and then applying the structural features (i.e., payment priorities and tranching) of the RMBS and any expected representation and warranty (R&W) recoveries/payables to the projected performance of the collateral over time. The resulting projected claim payments or reimbursements are then discounted using risk-free rates.
The further behind a mortgage borrower falls in making payments, the more likely it is that he or she will default. The rate at which borrowers from a particular delinquency category (number of monthly payments behind) eventually default is referred to as the “liquidation rate.” The Company derives its liquidation rate assumptions from observed roll rates, which are the rates at which loans progress from one delinquency category to the next and eventually to default and liquidation. The Company applies liquidation rates to the mortgage loan collateral in each delinquency category and makes certain timing assumptions to project near-term mortgage collateral defaults from loans that are currently delinquent.
Mortgage borrowers that are not more than one payment behind (generally considered performing borrowers) have demonstrated an ability and willingness to pay through the recession and mortgage crisis, and as a result are viewed as less likely to default than delinquent borrowers. Performing borrowers that eventually default will also need to progress through delinquency categories before any defaults occur. The Company projects how many of the currently performing loans will default and when they will default, by first converting the projected near term defaults of delinquent borrowers derived from liquidation rates into a vector of conditional default rates (CDR), then projecting how the CDR will develop over time. Loans that are defaulted pursuant to the CDR after the near-term liquidation of currently delinquent loans represent defaults of currently performing loans and projected re-performing loans. A CDR is the outstanding principal amount of defaulted loans liquidated in the current month divided by the remaining outstanding amount of the whole pool of loans (or “collateral pool balance”). The collateral pool balance decreases over time as a result of scheduled principal payments, partial and whole principal prepayments, and defaults.
In order to derive collateral pool losses from the collateral pool defaults it has projected, the Company applies a loss severity. The loss severity is the amount of loss the transaction experiences on a defaulted loan after the application of net proceeds from the disposal of the underlying property. The Company projects loss severities by sector and vintage based on its experience to date. The Company continues to update its evaluation of these loss severities as new information becomes available.
The Company projects the overall future cash flow from a collateral pool by adjusting the payment stream from the principal and interest contractually due on the underlying mortgages for the collateral losses it projects as described above; assumed voluntary prepayments; and servicer advances. The Company then applies an individual model of the structure of the transaction to the projected future cash flow from that transaction’s collateral pool to project the Company’s future claims and claim reimbursements for that individual transaction. Finally, the projected claims and reimbursements are discounted using
risk-free rates. The Company runs several sets of assumptions regarding mortgage collateral performance, or scenarios, and probability weights them.
The Company's RMBS loss projection methodology assumes that the housing and mortgage markets will improve. Each period the Company makes a judgment as to whether to change the assumptions it uses to make RMBS loss projections based on its observation during the period of the performance of its insured transactions (including early stage delinquencies, late stage delinquencies and loss severity) as well as the residential property market and economy in general, and, to the extent it observes changes, it makes a judgment as to whether those changes are normal fluctuations or part of a trend. The assumptions that the Company uses to project RMBS losses are shown in the sections below.
Net Economic Loss Development (Benefit)
U.S. RMBS
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
(in millions)
|
First lien U.S. RMBS
|
$
|
(45)
|
|
|
$
|
(77)
|
|
Second lien U.S. RMBS
|
(26)
|
|
|
(157)
|
|
As of December 31, 2020, the Company had a net R&W payable of $74 million to R&W counterparties, compared with a net R&W payable of $53 million as of December 31, 2019. The Company’s agreements with providers of R&W generally provide for reimbursement to the Company as claim payments are made and, to the extent the Company later receives reimbursements of such claims from excess spread or other sources, for the Company to provide reimbursement to the R&W providers. When the Company projects receiving more reimbursements in the future than it projects to pay in claims on transactions covered by R&W settlement agreements, the Company will have a net R&W payable.
U.S. First Lien RMBS Loss Projections: Alt-A First Lien, Option ARM, Subprime and Prime
The majority of projected losses in first lien RMBS transactions are expected to come from non-performing mortgage loans (those that are or in the past twelve months have been two or more payments behind, have been modified, are in foreclosure, or have been foreclosed upon). Changes in the amount of non-performing loans from the amount projected in the previous period are one of the primary drivers of loss projections in this portfolio. In order to determine the number of defaults resulting from these delinquent and foreclosed loans, the Company applies a liquidation rate assumption to loans in each of various non-performing categories. The Company arrived at its liquidation rates based on data purchased from a third party provider and assumptions about how delays in the foreclosure process and loan modifications may ultimately affect the rate at which loans are liquidated. Each quarter the Company reviews the most recent 12 months of this data and (if necessary) adjusts its liquidation rates based on its observations. The following table shows liquidation assumptions for various non-performing categories.
First Lien Liquidation Rates
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|
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|
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As of December 31,
|
|
2020
|
|
2019
|
|
2018
|
Delinquent/Modified in the Previous 12 Months
|
|
|
|
|
|
Alt-A and Prime
|
20%
|
|
20%
|
|
20%
|
Option ARM
|
20
|
|
20
|
|
20
|
Subprime
|
20
|
|
20
|
|
20
|
30 – 59 Days Delinquent
|
|
|
|
|
|
Alt-A and Prime
|
35
|
|
30
|
|
30
|
Option ARM
|
35
|
|
35
|
|
35
|
Subprime
|
30
|
|
35
|
|
40
|
60 – 89 Days Delinquent
|
|
|
|
|
|
Alt-A and Prime
|
40
|
|
40
|
|
40
|
Option ARM
|
45
|
|
45
|
|
45
|
Subprime
|
40
|
|
45
|
|
45
|
90+ Days Delinquent
|
|
|
|
|
|
Alt-A and Prime
|
55
|
|
55
|
|
50
|
Option ARM
|
60
|
|
55
|
|
55
|
Subprime
|
45
|
|
50
|
|
50
|
Bankruptcy
|
|
|
|
|
|
Alt-A and Prime
|
45
|
|
45
|
|
45
|
Option ARM
|
50
|
|
50
|
|
50
|
Subprime
|
40
|
|
40
|
|
40
|
Foreclosure
|
|
|
|
|
|
Alt-A and Prime
|
60
|
|
65
|
|
60
|
Option ARM
|
65
|
|
65
|
|
65
|
Subprime
|
55
|
|
60
|
|
60
|
Real Estate Owned
|
|
|
|
|
|
All
|
100
|
|
100
|
|
100
|
Towards the end of the first quarter of 2020, lenders began offering mortgage borrowers the option to forbear interest and principal payments of their loans due to the COVID -19 pandemic, and to repay such amounts at a later date. This resulted in an increase in early-stage delinquencies in RMBS transactions during the second quarter of 2020 and late-stage delinquencies during the second half of 2020. The Company's expected loss estimate assumes that a portion of delinquencies are due to COVID-19 related forbearances, and applies a liquidation rate of 20% to such loans. This is the same liquidation rate assumption used when estimating expected losses for current loans modified or delinquent within the last 12 months, as the Company believes this is the category that most resembles the population of new forbearance delinquencies.
While the Company uses liquidation rates as described above to project defaults of non-performing loans (including current loans modified or delinquent within the last 12 months), it projects defaults on presently current loans by applying a CDR trend. The start of that CDR trend is based on the defaults the Company projects will emerge from currently nonperforming, recently nonperforming and modified loans. The total amount of expected defaults from the non-performing loans is translated into a constant CDR (i.e., the CDR plateau), which, if applied for each of the next 36 months, would be sufficient to produce approximately the amount of defaults that were calculated to emerge from the various delinquency categories. The CDR thus calculated individually on the delinquent collateral pool for each RMBS is then used as the starting point for the CDR curve used to project defaults of the presently performing loans.
In the most heavily weighted scenario (the base case), after the initial 36-month CDR plateau period, each transaction’s CDR is projected to improve over 12 months to an intermediate CDR (calculated as 20% of its CDR plateau); that intermediate CDR is held constant and then steps to a final CDR of 5% of the CDR plateau. In the base case, the Company assumes the final CDR will be reached 2.5 years after the initial 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
modified or delinquent in the last 12 months or that are currently delinquent or in foreclosure, while the defaults projected to occur using the projected CDR trend after the first 36-month period represent defaults attributable to borrowers that are currently performing or are projected to reperform.
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. Loss severities experienced in first lien transactions had reached historically high levels, and the Company is assuming in the base case that the still elevated 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 case 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 Case Expected Loss Estimates
First Lien RMBS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
|
Range
|
|
Weighted Average
|
|
Range
|
|
Weighted Average
|
|
Range
|
|
Weighted Average
|
Alt-A First Lien
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plateau CDR
|
0.0
|
%
|
–
|
9.7%
|
|
5.3%
|
|
0.3
|
%
|
–
|
8.4%
|
|
4.1%
|
|
1.2
|
%
|
–
|
11.4%
|
|
4.6%
|
Final CDR
|
0.0
|
%
|
–
|
0.5%
|
|
0.3%
|
|
0.0
|
%
|
–
|
0.4%
|
|
0.2%
|
|
0.1
|
%
|
–
|
0.6%
|
|
0.2%
|
Initial loss severity:
|
|
|
|
|
|
|
|
|
|
|
|
2005 and prior
|
60%
|
|
|
|
60%
|
|
|
|
60%
|
|
|
2006
|
70%
|
|
|
|
70%
|
|
|
|
70%
|
|
|
2007+
|
70%
|
|
|
|
70%
|
|
|
|
70%
|
|
|
Option ARM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plateau CDR
|
2.3
|
%
|
–
|
11.9%
|
|
5.4%
|
|
1.8
|
%
|
–
|
8.4%
|
|
5.4%
|
|
1.8
|
%
|
–
|
8.3%
|
|
5.6%
|
Final CDR
|
0.1
|
%
|
–
|
0.6%
|
|
0.3%
|
|
0.1
|
%
|
–
|
0.4%
|
|
0.3%
|
|
0.1
|
%
|
–
|
0.4%
|
|
0.3%
|
Initial loss severity:
|
|
|
|
|
|
|
|
|
|
|
|
2005 and prior
|
60%
|
|
|
|
60%
|
|
|
|
60%
|
|
|
2006
|
60%
|
|
|
|
60%
|
|
|
|
60%
|
|
|
2007+
|
60%
|
|
|
|
70%
|
|
|
|
70%
|
|
|
Subprime
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plateau CDR
|
2.7
|
%
|
–
|
11.3%
|
|
5.6%
|
|
1.6
|
%
|
–
|
18.1%
|
|
5.6%
|
|
1.8
|
%
|
–
|
23.2%
|
|
6.2%
|
Final CDR
|
0.1
|
%
|
–
|
0.6%
|
|
0.3%
|
|
0.1
|
%
|
–
|
0.9%
|
|
0.3%
|
|
0.1
|
%
|
–
|
1.2%
|
|
0.3%
|
Initial loss severity:
|
|
|
|
|
|
|
|
|
|
|
|
2005 and prior
|
60%
|
|
|
|
75%
|
|
|
|
80%
|
|
|
2006
|
70%
|
|
|
|
75%
|
|
|
|
75%
|
|
|
2007+
|
70%
|
|
|
|
75%
|
|
|
|
95%
|
|
|
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 similar pattern 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 case. 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, 2019.
In estimating expected losses, the Company modeled and probability weighted sensitivities for first lien 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 initial 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 December 31, 2020 and December 31, 2019.
Total expected loss to be paid on all first lien U.S. RMBS was $133 million and $166 million as of December 31, 2020 and December 31, 2019, respectively. The $45 million economic benefit in 2020 for first lien U.S. RMBS was primarily attributable to higher excess spread on certain transactions, partially offset by COVID-19 related forbearances and changes in discount rates. 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 LIBOR, which decreased in 2020, and so increased excess spread. The Company used a similar approach to establish its pessimistic and optimistic scenarios as of December 31, 2020 as it used as of December 31, 2019, increasing and decreasing the periods of stress from those used in the base case. LIBOR may be discontinued, and it is not yet clear how this will impact the calculation of the various interest rates in this portfolio referencing LIBOR. The economic development attributable to changes in discount rates was a loss of $17 million in 2020.
In the Company's most stressful scenario where 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 15 months, expected loss to be paid would increase from current projections by approximately $39 million for all first lien U.S. RMBS transactions.
In the Company's least stressful scenario where 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 nine months), expected loss to be paid would decrease from current projections by approximately $39 million for all first lien U.S. RMBS transactions.
U.S. Second Lien RMBS Loss Projections
Second lien 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. Expected losses are also a function of the structure of the transaction, the CPR of the collateral, the interest rate environment, and assumptions about loss severity.
In second lien transactions, the projection of near-term defaults from currently delinquent loans is relatively straightforward because loans in second lien transactions are generally “charged off” (treated as defaulted) by the securitization’s servicer once the loan is 180 days past due. The Company estimates the amount of loans that will default over the next six months by calculating current representative liquidation rates. As in the case of first lien transactions, second lien transactions have seen an increase in delinquencies because of COVID-19 related forbearances. The Company applies a 20% liquidation rate to such forborn loans, same as in first lien RMBS transactions.
Similar to first liens, the Company then calculates a CDR for six months, which is the period over which the currently delinquent collateral is expected to be liquidated. That CDR is then used as the basis for the plateau CDR period that follows the embedded plateau losses.
For the base case scenario, the CDR (the plateau CDR) was held constant for six months. Once the plateau period has ended, the CDR is assumed to gradually trend down in uniform increments to its final long-term steady state CDR. (The long-term steady state CDR is calculated as the constant CDR that would have yielded the amount of losses originally expected at underwriting.) In the base case scenario, the time over which the CDR trends down to its final CDR is 28 months. Therefore, the total stress period for second lien transactions is 34 months, representing six months of delinquent loan liquidations, followed by 28 months of decrease to the steady state CDR, the same as of December 31, 2019.
HELOC loans generally permit 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. In the prior periods, as the HELOC loans underlying the Company's insured HELOC transactions reached their principal amortization period, the Company incorporated an assumption that a percentage of loans reaching their principal amortization periods would default around the time of the payment increase.
The HELOC loans underlying the Company's insured HELOC transactions are now past their original interest-only reset date, although a significant number of HELOC loans were modified to extend the original interest-only period for another five years. As a result, the Company does not apply a CDR increase when such loans reach their principal amortization period.
In addition, based on the average performance history, the Company applies a CDR floor of 2.5% for the future steady state CDR on all its HELOC transactions.
When a second lien loan defaults, there is generally a low recovery. The Company assumed, as of December 31, 2020 and December 31, 2019, 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. 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 projects future recoveries on these charged-off loans at the rate shown in the table below. Such recoveries are assumed to be received evenly over the next five years. Increasing the recovery rate to 30% would result in an economic benefit of $49 million, while decreasing the recovery rate to 10% would result in an economic loss of $49 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 case, 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 transactions (in the base case), 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, 2019. To the extent that prepayments differ from projected levels it could materially change the Company’s projected excess spread and losses.
In estimating expected losses, the Company modeled and probability weighted five scenarios, each with a different CDR curve applicable to the period preceding the return to the long-term steady state CDR. The Company believes that the level of the elevated CDR and the length of time it will persist and the ultimate prepayment rate are the primary drivers behind the amount of losses the collateral will likely suffer.
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. Total expected loss to be paid for all second lien U.S. RMBS was $15 million as of December 31, 2020 and total expected recovery was $20 million as of December 31, 2019. The $26 million economic benefit in 2020 was primarily attributable to improved performance in certain transactions and higher actual recoveries received for previously charged-off loans, partially offset by COVID-19 related forbearances.
The following table shows the range as well as the average, weighted by net par outstanding, for key assumptions used in the calculation of expected loss to be paid (recovered) for individual transactions for vintage 2004 - 2008 HELOCs.
Key Assumptions in Base Case Expected Loss Estimates
HELOCs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
|
Range
|
|
Weighted Average
|
|
Range
|
|
Weighted Average
|
|
Range
|
|
Weighted Average
|
Plateau CDR
|
5.0
|
%
|
–
|
36.2%
|
|
12.9%
|
|
5.9
|
%
|
–
|
24.6%
|
|
9.5%
|
|
4.6
|
%
|
–
|
26.8%
|
|
10.1%
|
Final CDR trended down to
|
2.5
|
%
|
–
|
3.2%
|
|
2.5%
|
|
2.5
|
%
|
–
|
3.2%
|
|
2.5%
|
|
2.5
|
%
|
–
|
3.2%
|
|
2.5%
|
Liquidation rates:
|
|
|
|
|
|
|
|
|
|
|
|
Delinquent/Modified in the Previous 12 Months
|
20%
|
|
|
|
20%
|
|
|
|
20%
|
|
|
30 – 59 Days Delinquent
|
30
|
|
|
|
30
|
|
|
|
35
|
|
|
60 – 89 Days Delinquent
|
40
|
|
|
|
45
|
|
|
|
50
|
|
|
90+ Days Delinquent
|
60
|
|
|
|
65
|
|
|
|
70
|
|
|
Bankruptcy
|
55
|
|
|
|
55
|
|
|
|
55
|
|
|
Foreclosure
|
55
|
|
|
|
55
|
|
|
|
65
|
|
|
Real Estate Owned
|
100
|
|
|
|
100
|
|
|
|
100
|
|
|
Loss severity (1)
|
98%
|
|
|
|
98%
|
|
|
|
98%
|
|
|
Projected future recoveries on previously charged-off loans
|
20%
|
|
|
|
20%
|
|
|
|
10%
|
|
|
___________________
(1) Loss severities on future defaults.
The Company’s base case assumed a six-month CDR plateau and a 28-month ramp-down (for a total stress period of 34 months). The Company also modeled a scenario with a longer period of elevated defaults and another with a shorter period of elevated defaults. In the Company's most stressful scenario, increasing the CDR plateau to eight months and increasing the ramp-down by three months to 31 months (for a total stress period of 39 months) would increase the expected loss by approximately $7 million for HELOC transactions. On the other hand, in the Company's least stressful scenario, reducing the CDR plateau to four months and decreasing the length of the CDR ramp-down to 25 months (for a total stress period of 29 months), and lowering the ultimate prepayment rate to 10% would decrease the expected loss by approximately $8 million for HELOC transactions.
Non-U.S. RMBS Structured Finance
The Company projected that its total net expected loss across its troubled non-U.S. RMBS structured finance exposures as of December 31, 2020 was $40 million and was primarily attributable to student loan securitizations issued by private issuers with $69 million in BIG net par issued. In general, the projected losses of these transactions are due to: (i) the poor credit performance of private student loan collateral and high loss severities, or (ii) high interest rates on auction rate securities with respect to which the auctions have failed. The Company also had exposure to troubled life insurance transactions with BIG net par of $40 million as of December 31, 2020. The economic loss development across all non-U.S. RMBS structured finance transactions during 2020 was $13 million, which was primarily attributable to LAE for certain transactions and deterioration of certain aircraft residual value insurance exposures.
Recovery Litigation
In the ordinary course of their respective businesses, certain of AGL's subsidiaries are involved in litigation with third parties to recover insurance losses paid 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 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.
Public Finance Transactions
The Company has asserted claims in a number of legal proceedings in connection with its exposure to Puerto Rico. See Note 4, Outstanding Insurance Exposure, for a discussion of the Company's exposure to Puerto Rico and related recovery litigation being pursued by the Company.
RMBS Transactions
On November 26, 2012, CIFG Assurance North America, Inc. (CIFGNA) filed a complaint in the Supreme Court of the State of New York against JP Morgan Securities LLC for material misrepresentation in the inducement of insurance and common law fraud, alleging that JP Morgan Securities LLC fraudulently induced CIFGNA to insure $400 million of securities issued by ACA ABS CDO 2006-2 Ltd. and $325 million of securities issued by Libertas Preferred Funding II, Ltd. On June 26, 2015, the court dismissed with prejudice CIFGNA’s material misrepresentation in the inducement of insurance claim and dismissed without prejudice CIFGNA’s common law fraud claim. On September 24, 2015, the court denied CIFGNA’s motion to amend but allowed CIFGNA to re-plead a cause of action for common law fraud. On November 20, 2015, CIFGNA filed a motion for leave to amend its complaint to re-plead common law fraud. On April 29, 2016, CIFGNA filed an appeal to reverse the court’s decision dismissing CIFGNA’s material misrepresentation in the inducement of insurance claim. On November 29, 2016, the Appellate Division of the Supreme Court of the State of New York ruled that the court’s decision dismissing with prejudice CIFGNA’s material misrepresentation in the inducement of insurance claim should be modified to grant CIFGNA leave to re-plead such claim. On February 27, 2017, AGC (as successor to CIFGNA) filed an amended complaint which included a claim for material misrepresentation in the inducement of insurance. On July 31, 2019, the parties entered into a confidential settlement and, on August 12, 2019, agreed to dismiss, with prejudice, the action and all claims.
6. Contracts Accounted for as Insurance
Premiums
The portfolio of outstanding exposures discussed in Note 4, Outstanding Insurance Exposure, and Note 5, 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. See Note 7, Contracts Accounted for as Credit Derivatives for amounts that relate to CDS and Note 10, Variable Interest Entities for amounts that are accounted for as consolidated FG VIEs.
Accounting Policies
Financial guaranty contracts that meet the scope exception under derivative accounting guidance are subject to industry specific guidance for financial guaranty insurance. The accounting for contracts that fall under the financial guaranty insurance definition is consistent whether contracts are written on a direct basis, assumed from another financial guarantor, ceded to another insurer, or acquired in a business combination.
Premiums receivable represent the present value of contractual or expected future premium collections discounted using risk free rates. Unearned premium reserve represents deferred premium revenue, less claim payments made (net of recoveries received) that have not yet been recognized in the statement of operations (contra-paid). The following discussion relates to the deferred premium revenue component of the unearned premium reserve, while the contra-paid is discussed below under "Financial Guaranty Insurance Losses."
The amount of deferred premium revenue at contract inception is determined as follows:
•For premiums received upfront on financial guaranty insurance contracts that were originally underwritten by the Company, deferred premium revenue is equal to the amount of cash received. Upfront premiums typically relate to public finance transactions.
•For premiums received in installments on financial guaranty insurance contracts that were originally underwritten by the Company, deferred premium revenue is the present value (discounted at risk free rates) of either (1) contractual premiums due or (2) in cases where the underlying collateral is composed of homogeneous pools of assets, the expected premiums to be collected over the life of the contract. To be considered a homogeneous pool of assets, prepayments must be contractually allowable, the amount of prepayments must be probable, and the timing and amount of prepayments must be reasonably estimable. Installment premiums typically relate to structured finance and infrastructure transactions, where the insurance premium rate is determined at the inception of the contract but the insured par is subject to prepayment throughout the life of the transaction.
•For financial guaranty insurance contracts acquired in a business combination, deferred premium revenue is equal to the fair value of the Company's stand-ready obligation portion of the insurance contract at the date of acquisition based on what a hypothetical similarly rated financial guaranty insurer would have charged for the
contract at that date and not the actual cash flows under the insurance contract. The amount of deferred premium revenue may differ significantly from cash collections primarily due to fair value adjustments recorded in connection with a business combination.
When the Company adjusts prepayment assumptions or expected premium collections for obligations backed by homogeneous pools of assets, an adjustment is recorded to the deferred premium revenue, with a corresponding adjustment to the premium receivable. Premiums receivable are discounted at the risk-free rate at inception and such discount rate is updated only when changes to prepayment assumptions are made that change the expected date of final maturity.
The Company recognizes deferred premium revenue as earned premium over the contractual period or expected period of the contract in proportion to the amount of insurance protection provided. As premium revenue is recognized, a corresponding decrease to the deferred premium revenue is recorded. The amount of insurance protection provided is a function of the insured par amount outstanding. Accordingly, the proportionate share of premium revenue recognized in a given reporting period is a constant rate calculated based on the relationship between the insured par amounts outstanding in the reporting period compared with the sum of each of the insured par amounts outstanding for all periods. When an insured financial obligation is retired before its maturity, the financial guaranty insurance contract is extinguished, and any nonrefundable deferred premium revenue related to that contract is accelerated and recognized as premium revenue. Effective January 1,2020, the Company periodically assesses the need for an allowance for credit loss on premiums receivables.
For assumed reinsurance contracts, net earned premiums reported in the consolidated statements of operations are calculated based upon data received from ceding companies; however, some ceding companies report premium data between 30 and 90 days after the end of the reporting period. The Company estimates net earned premiums for the lag period. Differences between such estimates and actual amounts are recorded in the period in which the actual amounts are determined. When installment premiums are related to assumed reinsurance contracts, the Company assesses the credit quality and liquidity of the ceding companies and the impact of any potential regulatory constraints to determine the collectability of such amounts.
Ceded unearned premium reserve is recorded as an asset. Direct, assumed and ceded earned premiums are presented together as net earned premiums in the statement of operations. See Note 8, Reinsurance, for a breakout of direct, assumed and ceded premiums. The components of net earned premiums are shown in the table below:
Net Earned Premiums
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Financial guaranty:
|
|
|
|
|
|
Scheduled net earned premiums
|
$
|
334
|
|
|
$
|
331
|
|
|
$
|
367
|
|
Accelerations from refundings and terminations
|
129
|
|
|
122
|
|
|
159
|
|
Accretion of discount on net premiums receivable
|
20
|
|
|
17
|
|
|
18
|
|
Financial guaranty insurance net earned premiums
|
483
|
|
|
470
|
|
|
544
|
|
Specialty net earned premiums
|
2
|
|
|
6
|
|
|
4
|
|
Net earned premiums (1)
|
$
|
485
|
|
|
$
|
476
|
|
|
$
|
548
|
|
___________________
(1) Excludes $5 million, $18 million and $12 million for the years ended December 31, 2020, 2019 and 2018, respectively, related to consolidated FG VIEs.
Gross Premium Receivable,
Net of Commissions on Assumed Business
Roll Forward
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Beginning of year
|
$
|
1,286
|
|
|
$
|
904
|
|
|
$
|
915
|
|
Less: Specialty insurance premium receivable
|
2
|
|
|
1
|
|
|
1
|
|
Financial guaranty insurance premiums receivable
|
1,284
|
|
|
903
|
|
|
914
|
|
Gross written premiums on new business, net of commissions (1)
|
462
|
|
|
689
|
|
|
610
|
|
Gross premiums received, net of commissions
|
(426)
|
|
|
(318)
|
|
|
(577)
|
|
Adjustments:
|
|
|
|
|
|
Changes in the expected term
|
(10)
|
|
|
(21)
|
|
|
(8)
|
|
Accretion of discount, net of commissions on assumed business
|
18
|
|
|
10
|
|
|
9
|
|
Foreign exchange translation and remeasurement
|
43
|
|
|
21
|
|
|
(35)
|
|
Cancellation of assumed reinsurance
|
—
|
|
|
—
|
|
|
(10)
|
|
Financial guaranty insurance premium receivable (2)
|
1,371
|
|
|
1,284
|
|
|
903
|
|
Specialty insurance premium receivable
|
1
|
|
|
2
|
|
|
1
|
|
December 31,
|
$
|
1,372
|
|
|
$
|
1,286
|
|
|
$
|
904
|
|
____________________
(1) For transactions where one of the Company's financial guaranty contracts is replaced by another of the Company's insurance subsidiary's contracts, gross written premium in this table represents only the incremental amount in excess of the original gross written premiums. The year ended December 31, 2018 included $330 million of gross written premiums assumed from SGI on June 1, 2018, when the Company closed the SGI Transaction. See Note 2, Business Combinations and Assumption of Insured Portfolio.
(2) Excludes $6 million, $7 million and $9 million as of December 31, 2020, 2019 and 2018, respectively, related to consolidated FG VIEs.
Approximately 80% and 78% of installment premiums as of December 31, 2020 and December 31, 2019, 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 may differ from those of expected collections in the table below due to factors such as foreign exchange rate fluctuations, counterparty collectability issues, accelerations, commutations, restructurings, changes in expected lives and new business.
Expected Collections of
Financial Guaranty Insurance Gross Premiums Receivable,
Net of Commissions on Assumed Business
(Undiscounted)
|
|
|
|
|
|
|
As of December 31, 2020
|
|
(in millions)
|
2021 (January 1 - March 31)
|
$
|
44
|
|
2021 (April 1 - June 30)
|
39
|
|
2021 (July 1 - September 30)
|
30
|
|
2021 (October 1 - December 31)
|
23
|
|
Subtotal 2021
|
136
|
|
2022
|
115
|
|
2023
|
103
|
|
2024
|
94
|
|
2025
|
82
|
|
2026-2030
|
353
|
|
2031-2035
|
246
|
|
2036-2040
|
158
|
|
After 2040
|
353
|
|
Total (1)
|
$
|
1,640
|
|
____________________
(1) Excludes expected cash collections on consolidated FG VIEs of $8 million.
The timing and cumulative amount of actual net earned premiums may differ from those of expected net earned premiums in the table below due to factors such as accelerations, commutations, restructurings, changes in expected lives and new business.
Scheduled Financial Guaranty Insurance Net Earned Premiums
|
|
|
|
|
|
|
As of December 31, 2020
|
|
(in millions)
|
2021 (January 1 - March 31)
|
$
|
80
|
|
2021 (April 1 - June 30)
|
80
|
|
2021 (July 1 - September 30)
|
79
|
|
2021 (October 1 - December 31)
|
77
|
|
Subtotal 2021
|
316
|
|
2022
|
290
|
|
2023
|
267
|
|
2024
|
246
|
|
2025
|
223
|
|
2026-2030
|
907
|
|
2031-2035
|
626
|
|
2036-2040
|
362
|
|
After 2040
|
501
|
|
Net deferred premium revenue (1)
|
3,738
|
|
Future accretion
|
269
|
|
Total future net earned premiums
|
$
|
4,007
|
|
____________________
(1) Excludes net earned premiums on consolidated FG VIEs of $43 million.
Selected Information for Financial Guaranty Insurance
Policies with Premiums Paid in Installments
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(dollars in millions)
|
Premiums receivable, net of commission payable
|
$
|
1,371
|
|
$
|
1,284
|
Gross deferred premium revenue
|
1,664
|
|
1,637
|
Weighted-average risk-free rate used to discount premiums
|
1.6%
|
|
1.7%
|
Weighted-average period of premiums receivable (in years)
|
12.8
|
|
13.3
|
Financial Guaranty Insurance Acquisition Costs
Accounting Policy
Policy acquisition costs that are directly related and essential to successful insurance contract acquisition, as well as ceding commission income and expense on ceded and assumed reinsurance contracts, are deferred and reported net.
Capitalized policy acquisition costs include the cost of underwriting personnel attributable to successful underwriting efforts. The Company conducts an annual time study, which requires the use of judgement, to estimate the amount of costs to be deferred.
Ceding commission expense on assumed reinsurance contracts and ceding commission income on ceded reinsurance contracts that are associated with premiums received in installments are calculated at their contractually defined commission rates, discounted consistent with premiums receivable for all future periods, and included in DAC, with a corresponding offset to net premiums receivable or reinsurance balances payable.
DAC is amortized in proportion to net earned premiums. Amortization of deferred policy acquisition costs includes the accretion of discount on ceding commission receivable and payable. When an insured obligation is retired early, the remaining related DAC is expensed at that time.
Costs incurred for soliciting potential customers, market research, training, administration, unsuccessful acquisition efforts, and product development as well as overhead costs are charged to expense as incurred.
Expected losses and LAE, investment income, and the remaining costs of servicing the insured or reinsured business, are considered in determining the recoverability of DAC.
Rollforward of
Deferred Acquisition Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Beginning of year
|
$
|
111
|
|
|
$
|
105
|
|
|
$
|
101
|
|
Costs deferred during the period
|
24
|
|
|
23
|
|
|
19
|
|
Costs amortized during the period
|
(16)
|
|
|
(17)
|
|
|
(15)
|
|
December 31,
|
$
|
119
|
|
|
$
|
111
|
|
|
$
|
105
|
|
Financial Guaranty Insurance Losses
Accounting Policies
Loss and LAE Reserve
Loss and LAE reserve reported on the balance sheet relates only to direct and assumed reinsurance contracts that are accounted for as insurance, substantially all of which are financial guaranty insurance contracts. The corresponding reserve ceded to reinsurers is reported as reinsurance recoverable on unpaid losses and reported in other assets. As discussed in Note 11, Fair Value Measurement, contracts that meet the definition of a derivative, as well as assets and liabilities of consolidated FG VIEs, are recorded separately at fair value. Any loss and LAE reserves related to consolidated FG VIEs are eliminated upon consolidation. Any expected losses to be paid/(recovered) on credit derivatives are reflected in the fair value of credit derivatives.
Under financial guaranty insurance accounting, the sum of unearned premium reserve and loss and LAE reserve represents the Company's stand‑ready obligation. At contract inception, the entire stand-ready obligation is represented entirely by unearned premium reserve. A loss and LAE reserve for an insurance contract is recorded only to the extent, and for the amount, that expected loss to be paid plus contra-paid (total losses) exceed the deferred premium revenue, on a contract by contract basis. Unearned premium reserve is deferred premium revenue, less claim payments (net of recoveries received) that have not yet been recognized in the statement of operations (contra-paid). As a result, the Company has expected loss to be paid that has not yet been expensed. Such amounts will be recognized in future periods as deferred premium revenue amortizes into income.
When a claim or LAE payment is made on a contract, it first reduces any recorded loss and LAE reserve. To the extent there is no loss and LAE reserve on a contract, then such claim payment is recorded as “contra-paid,” which reduces the unearned premium reserve. The contra-paid is recognized in the line item “loss and LAE” in the consolidated statement of operations when and for the amount that total losses exceed the remaining deferred premium revenue on the insurance contract. Loss and LAE in the consolidated statement of operations is presented net of cessions to reinsurers.
Salvage and Subrogation Recoverable
When the Company becomes entitled to the cash flow from the underlying collateral of an insured exposure under salvage and subrogation rights as a result of a claim payment or estimated future claim payment, it reduces the expected loss to be paid on the contract. Such reduction in expected loss to be paid can result in one of the following:
•a reduction in the corresponding loss and LAE reserve with a benefit to the income statement,
•no effect on the consolidated balance sheet or statement of operations, if “total loss” is not in excess of deferred premium revenue, or
•the recording of a salvage asset with a benefit to the income statement if the transaction is in a net recovery position at the reporting date.
The ceded component of salvage and subrogation recoverable is recorded in the line item other liabilities.
Expected Loss to be Expensed
Expected loss to be expensed represents past or expected future net claim payments that have not yet been expensed. Such amounts will be expensed in future periods as deferred premium revenue amortizes into income on financial guaranty insurance policies. Expected loss to be expensed is the Company's projection of incurred losses that will be recognized in future periods, excluding accretion of discount.
Insurance Contracts' Loss Information
Loss reserves, are discounted at risk-free rates for U.S. dollar denominated financial guaranty insurance obligations that ranged from 0.0% to 1.72% with a weighted average of 0.60% as of December 31, 2020, and 0.0% to 2.45% with a weighted average of 1.94% as of December 31, 2019.
The following table provides information on net reserve (salvage), which includes loss and LAE reserves and salvage and subrogation recoverable, both net of reinsurance.
Net Reserve (Salvage)
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(in millions)
|
Public finance:
|
|
|
|
U.S. public finance
|
$
|
129
|
|
|
$
|
328
|
|
Non-U.S. public finance
|
11
|
|
|
5
|
|
Public finance
|
140
|
|
|
333
|
|
Structured finance:
|
|
|
|
U.S. RMBS (1)
|
(52)
|
|
|
(78)
|
|
Other structured finance
|
34
|
|
|
40
|
|
Structured finance
|
(18)
|
|
|
(38)
|
|
Total
|
$
|
122
|
|
|
$
|
295
|
|
____________________
(1) Excludes net reserves of $32 million and $33 million as of December 31, 2020 and December 31, 2019, respectively, related to consolidated FG VIEs.
Components of Net Reserves (Salvage)
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(in millions)
|
Loss and LAE reserve
|
$
|
1,088
|
|
|
$
|
1,050
|
|
Reinsurance recoverable on unpaid losses (1)
|
(8)
|
|
|
(38)
|
|
Loss and LAE reserve, net
|
1,080
|
|
|
1,012
|
|
Salvage and subrogation recoverable
|
(991)
|
|
|
(747)
|
|
Salvage and subrogation reinsurance payable (2)
|
33
|
|
|
30
|
|
Salvage and subrogation recoverable, net
|
(958)
|
|
|
(717)
|
|
Net reserves (salvage)
|
$
|
122
|
|
|
$
|
295
|
|
____________________
(1) Recorded as a component of other assets in the consolidated balance sheets.
(2) Recorded as a component of other liabilities in the consolidated balance sheets.
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 statement 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) and
Net Expected Loss to be Expensed
Financial Guaranty Insurance Contracts
|
|
|
|
|
|
|
As of December 31, 2020
|
|
(in millions)
|
Net expected loss to be paid (recovered) - financial guaranty insurance
|
$
|
476
|
|
Contra-paid, net
|
34
|
|
Salvage and subrogation recoverable, net, and other recoverable
|
950
|
|
Loss and LAE reserve - financial guaranty insurance contracts, net of reinsurance
|
(1,077)
|
|
Net expected loss to be expensed (present value) (1)
|
$
|
383
|
|
____________________
(1) Excludes $31 million as of December 31, 2020 related to consolidated FG VIEs.
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 December 31, 2020
|
|
(in millions)
|
2021 (January 1 - March 31)
|
$
|
8
|
|
2021 (April 1 - June 30)
|
9
|
|
2021 (July 1 - September 30)
|
9
|
|
2021 (October 1 - December 31)
|
8
|
|
Subtotal 2021
|
34
|
|
2022
|
35
|
|
2023
|
32
|
|
2024
|
32
|
|
2025
|
30
|
|
2026-2030
|
123
|
|
2031-2035
|
75
|
|
2036-2040
|
18
|
|
After 2040
|
4
|
|
Net expected loss to be expensed
|
383
|
|
Future accretion
|
104
|
|
Total expected future loss and LAE
|
$
|
487
|
|
The following table presents the loss and LAE recorded in the consolidated statements of operations by sector for insurance contracts. Amounts presented are net of reinsurance.
Loss and LAE
Reported on the
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss (Benefit)
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Public finance:
|
|
|
|
|
|
U.S. public finance
|
$
|
225
|
|
|
$
|
247
|
|
|
$
|
90
|
|
Non-U.S. public finance
|
5
|
|
|
(7)
|
|
|
(7)
|
|
Public finance
|
230
|
|
|
240
|
|
|
83
|
|
Structured finance:
|
|
|
|
|
|
U.S. RMBS (1)
|
(34)
|
|
|
(154)
|
|
|
(15)
|
|
Other structured finance
|
7
|
|
|
7
|
|
|
(4)
|
|
Structured finance
|
(27)
|
|
|
(147)
|
|
|
(19)
|
|
Loss and LAE
|
$
|
203
|
|
|
$
|
93
|
|
|
$
|
64
|
|
____________________
(1) Excludes a loss of $3 million, a benefit of $20 million and a benefit of $3 million for the years ended December 31, 2020, 2019 and 2018, respectively, related to consolidated FG VIEs.
The following tables provide information on financial guaranty insurance contracts categorized as BIG.
Financial Guaranty Insurance
BIG Transaction Loss Summary
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BIG Categories
|
|
BIG 1
|
|
BIG 2
|
|
BIG 3
|
|
Total
BIG, Net
|
|
Effect of
Consolidating
FG VIEs
|
|
Total
|
|
Gross
|
|
Ceded
|
|
Gross
|
|
Ceded
|
|
Gross
|
|
Ceded
|
|
|
|
|
(dollars in millions)
|
Number of risks (1)
|
125
|
|
|
(1)
|
|
|
19
|
|
|
—
|
|
|
126
|
|
|
(4)
|
|
|
270
|
|
|
—
|
|
|
270
|
|
Remaining weighted-average period (in years)
|
7.5
|
|
5.0
|
|
9.2
|
|
—
|
|
|
9.4
|
|
6.1
|
|
8.7
|
|
—
|
|
|
8.7
|
Outstanding exposure:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Par
|
$
|
2,791
|
|
|
$
|
(10)
|
|
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
5,009
|
|
|
$
|
(65)
|
|
|
$
|
7,855
|
|
|
$
|
—
|
|
|
$
|
7,855
|
|
Interest
|
1,092
|
|
|
(2)
|
|
|
36
|
|
|
—
|
|
|
2,175
|
|
|
(16)
|
|
|
3,285
|
|
|
—
|
|
|
3,285
|
|
Total (2)
|
$
|
3,883
|
|
|
$
|
(12)
|
|
|
$
|
166
|
|
|
$
|
—
|
|
|
$
|
7,184
|
|
|
$
|
(81)
|
|
|
$
|
11,140
|
|
|
$
|
—
|
|
|
$
|
11,140
|
|
Expected cash outflows (inflows)
|
$
|
173
|
|
|
$
|
(1)
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
4,699
|
|
|
$
|
(50)
|
|
|
$
|
4,850
|
|
|
$
|
(259)
|
|
|
$
|
4,591
|
|
Potential recoveries (3)
|
(707)
|
|
|
20
|
|
|
(3)
|
|
|
—
|
|
|
(3,565)
|
|
|
54
|
|
|
$
|
(4,201)
|
|
|
190
|
|
|
(4,011)
|
|
Subtotal
|
(534)
|
|
|
19
|
|
|
26
|
|
|
—
|
|
|
1,134
|
|
|
4
|
|
|
649
|
|
|
(69)
|
|
|
580
|
|
Discount
|
22
|
|
|
—
|
|
|
(3)
|
|
|
—
|
|
|
(132)
|
|
|
(1)
|
|
|
(114)
|
|
|
10
|
|
|
(104)
|
|
Present value of expected cash flows
|
$
|
(512)
|
|
|
$
|
19
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
1,002
|
|
|
$
|
3
|
|
|
$
|
535
|
|
|
$
|
(59)
|
|
|
$
|
476
|
|
Deferred premium revenue
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
436
|
|
|
$
|
(3)
|
|
|
$
|
551
|
|
|
$
|
(43)
|
|
|
$
|
508
|
|
Reserves (salvage)
|
$
|
(547)
|
|
|
$
|
19
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
660
|
|
|
$
|
6
|
|
|
$
|
159
|
|
|
$
|
(32)
|
|
|
$
|
127
|
|
Financial Guaranty Insurance
BIG Transaction Loss Summary
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BIG Categories
|
|
BIG 1
|
|
BIG 2
|
|
BIG 3
|
|
Total
BIG, Net
|
|
Effect of
Consolidating
FG VIEs
|
|
Total
|
|
Gross
|
|
Ceded
|
|
Gross
|
|
Ceded
|
|
Gross
|
|
Ceded
|
|
|
(dollars in millions)
|
Number of risks (1)
|
121
|
|
|
(6)
|
|
|
24
|
|
|
—
|
|
|
131
|
|
|
(7)
|
|
|
276
|
|
|
—
|
|
|
276
|
|
Remaining weighted-average period (in years)
|
8.0
|
|
5.2
|
|
17.0
|
|
—
|
|
|
9.7
|
|
8.3
|
|
9.7
|
|
—
|
|
|
9.7
|
Outstanding exposure:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Par
|
$
|
2,654
|
|
|
$
|
(54)
|
|
|
$
|
561
|
|
|
$
|
—
|
|
|
$
|
5,386
|
|
|
$
|
(170)
|
|
|
$
|
8,377
|
|
|
$
|
—
|
|
|
$
|
8,377
|
|
Interest
|
1,149
|
|
|
(15)
|
|
|
481
|
|
|
—
|
|
|
2,507
|
|
|
(73)
|
|
|
4,049
|
|
|
—
|
|
|
4,049
|
|
Total (2)
|
$
|
3,803
|
|
|
$
|
(69)
|
|
|
$
|
1,042
|
|
|
$
|
—
|
|
|
$
|
7,893
|
|
|
$
|
(243)
|
|
|
$
|
12,426
|
|
|
$
|
—
|
|
|
$
|
12,426
|
|
Expected cash outflows (inflows)
|
$
|
135
|
|
|
$
|
(3)
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
4,185
|
|
|
$
|
(132)
|
|
|
$
|
4,269
|
|
|
$
|
(264)
|
|
|
$
|
4,005
|
|
Potential recoveries (3)
|
(598)
|
|
|
21
|
|
|
(10)
|
|
|
—
|
|
|
(2,926)
|
|
|
107
|
|
|
(3,406)
|
|
|
189
|
|
|
(3,217)
|
|
Subtotal
|
(463)
|
|
|
18
|
|
|
74
|
|
|
—
|
|
|
1,259
|
|
|
(25)
|
|
|
863
|
|
|
(75)
|
|
|
788
|
|
Discount
|
54
|
|
|
(1)
|
|
|
(21)
|
|
|
—
|
|
|
(151)
|
|
|
(3)
|
|
|
(122)
|
|
|
17
|
|
|
(105)
|
|
Present value of expected cash flows
|
$
|
(409)
|
|
|
$
|
17
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
1,108
|
|
|
$
|
(28)
|
|
|
$
|
741
|
|
|
$
|
(58)
|
|
|
$
|
683
|
|
Deferred premium revenue
|
$
|
142
|
|
|
$
|
(1)
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
480
|
|
|
$
|
(4)
|
|
|
$
|
651
|
|
|
$
|
(48)
|
|
|
$
|
603
|
|
Reserves (salvage)
|
$
|
(441)
|
|
|
$
|
17
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
742
|
|
|
$
|
(25)
|
|
|
$
|
328
|
|
|
$
|
(33)
|
|
|
$
|
295
|
|
____________________
(1) A risk represents the aggregate of the financial guaranty policies that share the same revenue source for purposes of making debt service payments. The ceded number of risks represents the number of risks for which the Company ceded a portion of its exposure.
(2)Includes amounts related to FG VIEs.
(3)Represents expected inflows for future payments by obligors pursuant to restructuring agreements, settlements or litigation judgments, 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.
Ratings Impact on Financial Guaranty Business
A downgrade of one of AGL’s insurance subsidiaries may result in increased claims under financial guaranties issued by the Company if counterparties exercise contractual rights triggered by the downgrade against insured obligors, and the insured obligors are unable to pay.
For example, the U.S. Insurance Subsidiaries have issued financial guaranty insurance policies in respect of the obligations of municipal obligors under interest rate swaps. The U.S. Insurance Subsidiaries insure periodic payments owed by the municipal obligors to the bank counterparties. In such cases, the U.S. Insurance Subsidiaries would be required to pay the termination payment owed by the municipal obligor, in an amount not to exceed the policy limit set forth in the financial guaranty insurance policy, if (i) the U.S. Insurance Subsidiaries have been downgraded below the rating trigger set forth in a swap under which they have insured the termination payment, which rating trigger varies on a transaction by transaction basis; (ii) the municipal obligor has the right to cure by, but has failed in, posting collateral, replacing the U.S. Insurance Subsidiaries or otherwise curing the downgrade of the U.S. Insurance Subsidiaries; (iii) the transaction documents include as a condition that an event of default or termination event with respect to the municipal obligor has occurred, such as the rating of the municipal obligor being downgraded below the rating trigger set forth in such swap (which rating trigger varies on a transaction by transaction basis), and such condition has been met; (iv) the bank counterparty has elected to terminate the swap; (v) a termination payment is payable by the municipal obligor; and (vi) the municipal obligor has failed to make the termination payment payable by it. Conversely, no termination payment would be owed in such cases if the transaction documents include as a condition that an underlying event of default or termination event with respect to the municipal obligor has occurred, such as the rating of the municipal obligor being downgraded below a specified rating trigger, and such condition has not been met. Taking into consideration whether the rating of the municipal obligor is below any applicable specified trigger, if the financial strength ratings of the U.S. Insurance Subsidiaries were downgraded below "A-" by S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC (S&P) or below "A3" by Moody's, and the conditions giving rise to the obligation of
the U.S. Insurance Subsidiaries to make a payment under the swap policies were all satisfied, then the U.S. Insurance Subsidiaries could pay claims in an amount not exceeding approximately $40 million in respect of such termination payments.
As another example, with respect to variable rate demand obligations (VRDOs) for which a bank has agreed to provide a liquidity facility, a downgrade of AGM or AGC may provide the bank with the right to give notice to bondholders that the bank will terminate the liquidity facility, causing the bondholders to tender their bonds to the bank. Bonds held by the bank accrue interest at a “bank bond rate” that is higher than the rate otherwise borne by the bond (typically the prime rate plus 2.00% — 3.00%, and capped at the lesser of 25% and the maximum legal limit). In the event the bank holds such bonds for longer than a specified period of time, usually 90-180 days, the bank has the right to demand accelerated repayment of bond principal, usually through payment of equal installments over a period of not less than five years. In the event that a municipal obligor is unable to pay interest accruing at the bank bond rate or to pay principal during the shortened amortization period, a claim could be submitted to AGM or AGC under its financial guaranty policy. As of December 31, 2020, AGM and AGC had insured approximately $1.9 billion net par of VRDOs, of which approximately $20 million of net par constituted VRDOs issued by municipal obligors rated BBB- or lower pursuant to the Company’s internal rating. The specific terms relating to the rating levels that trigger the bank’s termination right, and whether it is triggered by a downgrade by one rating agency or a downgrade by all rating agencies then rating the insurer, vary depending on the transaction.
In addition, AGM may be required to pay claims in respect of AGMH’s former financial products business if Dexia SA and its affiliates, from which the Company had purchased AGMH and its subsidiaries, do not comply with their obligations following a downgrade of the financial strength rating of AGM. A downgrade of the financial strength rating of AGM could trigger a payment obligation of AGM in respect to AGMH's former guaranteed investment contracts (GIC) business. Most GICs insured by AGM allow for the termination of the GIC contract and a withdrawal of GIC funds at the option of the GIC holder in the event of a downgrade of AGM below a specified threshold, generally below A- by S&P or A3 by Moody's. AGMH's former subsidiary FSA Asset Management LLC is expected to have sufficient eligible and liquid assets to satisfy any expected withdrawal and collateral posting obligations resulting from future rating actions affecting AGM.
7. Contracts Accounted for as Credit Derivatives
The Company has a portfolio of financial guaranty contracts that meet the definition of a derivative in accordance with GAAP (primarily CDS). The credit derivative portfolio also includes interest rate swaps.
Credit derivative transactions 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 credit derivative 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. However, the Company may also be required to pay if the obligor becomes bankrupt or if the reference obligation were restructured if, after negotiation, those credit events are specified in the documentation for the credit derivative transactions. Furthermore, 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 CDS contract; however, the Company on occasion has mutually agreed with various counterparties to terminate certain CDS transactions.
Accounting Policy
Credit derivatives are recorded at fair value. Changes in fair value are recorded in “net change in fair value of credit derivatives” on the consolidated statement of operations. The fair value of credit derivatives is reflected as either net assets or net liabilities determined on a contract by contract basis in the Company's consolidated balance sheets. See Note 11, Fair Value Measurement, for a discussion on the fair value methodology for credit derivatives.
Credit Derivative Net Par Outstanding by Sector
The components of the Company’s credit derivative net par outstanding are presented in the table below. The estimated remaining weighted average life of credit derivatives was 11.9 years and 11.5 years as of at December 31, 2020 and December 31, 2019, respectively.
Credit Derivatives (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
As of December 31, 2019
|
|
|
Net Par
Outstanding
|
|
Net Fair Value Asset (Liability)
|
|
Net Par
Outstanding
|
|
Net Fair Value Asset (Liability)
|
|
|
(in millions)
|
U.S public finance
|
|
$
|
1,980
|
|
|
$
|
(38)
|
|
|
$
|
1,942
|
|
|
$
|
(83)
|
|
Non-U.S public finance
|
|
2,257
|
|
|
(27)
|
|
|
2,676
|
|
|
(39)
|
|
U.S structured finance
|
|
997
|
|
|
(30)
|
|
|
1,206
|
|
|
(58)
|
|
Non-U.S structured finance
|
|
137
|
|
|
(5)
|
|
|
132
|
|
|
(5)
|
|
Total
|
|
$
|
5,371
|
|
|
$
|
(100)
|
|
|
$
|
5,956
|
|
|
$
|
(185)
|
|
____________________
(1) Expected recoveries were $1 million as of December 31, 2020 and $4 million as of December 31, 2019.
Distribution of Credit Derivative Net Par Outstanding by Internal Rating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
As of December 31, 2019
|
Ratings
|
|
Net Par
Outstanding
|
|
% of Total
|
|
Net Par
Outstanding
|
|
% of Total
|
|
|
(dollars in millions)
|
AAA
|
|
$
|
1,796
|
|
|
33.5
|
%
|
|
$
|
1,730
|
|
|
29.0
|
%
|
AA
|
|
1,541
|
|
|
28.7
|
|
|
1,695
|
|
|
28.5
|
|
A
|
|
758
|
|
|
14.1
|
|
|
1,110
|
|
|
18.6
|
|
BBB
|
|
1,156
|
|
|
21.5
|
|
|
1,292
|
|
|
21.7
|
|
BIG
|
|
120
|
|
|
2.2
|
|
|
129
|
|
|
2.2
|
|
Credit derivative net par outstanding
|
|
$
|
5,371
|
|
|
100.0
|
%
|
|
$
|
5,956
|
|
|
100.0
|
%
|
Fair Value of Credit Derivatives
Net Change in Fair Value of Credit Derivative Gains (Losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Realized gains on credit derivatives
|
$
|
6
|
|
|
$
|
8
|
|
|
$
|
9
|
|
Net credit derivative losses (paid and payable) recovered and recoverable and other settlements
|
(10)
|
|
|
(35)
|
|
|
(25)
|
|
Realized gains (losses) and other settlements
|
(4)
|
|
|
(27)
|
|
|
(16)
|
|
Net unrealized gains (losses)
|
85
|
|
|
21
|
|
|
128
|
|
Net change in fair value of credit derivatives
|
$
|
81
|
|
|
$
|
(6)
|
|
|
$
|
112
|
|
Net credit derivative losses and other settlements for 2020 were primarily due to certain structured finance CDS transactions. Net credit derivative losses and other settlements for 2019 were primarily due to payments related to various U.S. structured finance transactions, including those for a final maturity paydown and for which there was an offsetting unrealized gain. Net credit derivative losses and other settlements for 2018 were primarily due to a paydown of a U.S. structured finance transaction, for which there was an offsetting unrealized gain.
During 2020, unrealized fair value gains were generated primarily as a result of the increased cost to buy protection on AGC, as the market cost of AGC's credit protection increased during the period. For those CDS transactions that were pricing at or above their floor levels, when the cost of purchasing CDS protection on AGC, which management refers to as the CDS
spread on AGC, increased, the implied spreads that the Company would expect to receive on these transactions decreased. Some of the unrealized fair value gains from the increased cost to buy protection on AGC was limited by certain transactions reaching their floor levels. As of December 31, 2020, approximately 51% of the fair value of CDS contracts was related to transactions that had reached their floors, which consisted of two transactions with $2.4 billion in net par outstanding.
During 2019, unrealized fair value gains were generated primarily as a result of price improvements on the underlying collateral of the Company's CDS. These unrealized fair value gains were partially offset by unrealized fair value losses resulting from wider implied net spreads driven by the decreased market cost to buy protection in AGC’s name during the period.
During 2018, unrealized fair value gains were primarily generated by CDS terminations, run-off of CDS par and price improvements on the underlying collateral of the Company’s CDS. In addition, unrealized fair value gains were generated by the increase in credit given to the primary insurer on one of the Company's second-to-pay CDS policies during the period. The unrealized fair value gains were partially offset by unrealized fair value losses resulting from wider implied net spreads driven by the decreased cost to buy protection in AGC’s name, as the market cost of AGC’s credit protection decreased during the period.
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 underlying change in fair value of each transaction may vary considerably. The fair value of credit derivative contracts also reflects the change in the Company’s own credit cost based on the price to purchase credit protection on AGC. 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
|
|
December 31, 2020
|
|
December 31, 2019
|
|
December 31, 2018
|
Five-year CDS spread
|
132
|
|
|
41
|
|
|
110
|
|
One-year CDS spread
|
36
|
|
|
9
|
|
|
22
|
|
Fair Value of Credit Derivative Assets (Liabilities)
and Effect of AGC
Credit Spread
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(in millions)
|
Fair value of credit derivatives before effect of AGC credit spread
|
$
|
(313)
|
|
|
$
|
(261)
|
|
Plus: Effect of AGC credit spread
|
213
|
|
|
76
|
|
Net fair value of credit derivatives
|
$
|
(100)
|
|
|
$
|
(185)
|
|
The fair value of CDS contracts as of December 31, 2020, before considering the benefit applicable to AGC’s credit spread, is a direct result of the relatively wide credit spreads generally due to relatively wider credit spreads under current market conditions compared to those at the time of underwriting for certain underlying credits with longer tenor.
Collateral Posting for Certain Credit Derivative Contracts
The transaction documentation with one counterparty for $98 million in CDS net par insured by the Company requires the Company to post collateral, subject to a $98 million cap, to secure its obligation to make payments under such contracts. Eligible collateral is generally cash or U.S. government or agency securities; eligible collateral other than cash is valued at a discount to the face amount. As of December 31, 2020, AGC did not have to post collateral to satisfy these requirements.
8. Reinsurance
The Company assumes exposure (Assumed Business) from third party insurers, primarily other monoline financial guaranty companies that currently are in runoff and no longer actively writing new business (Legacy Monoline Insurers), and may cede portions of exposure it has insured (Ceded Business) in exchange for premiums, net of any ceding commissions. The
Company, if required, secures its reinsurance obligations to these Legacy Monoline Insurers, typically by depositing in trust assets with a market value equal to its assumed liabilities calculated on a U.S. statutory basis.
Substantially all of the Company’s Assumed Business and Ceded Business relates to financial guaranty business, except for a modest amount that relates to AGRO's specialty business. The Company historically entered into, and with respect to new business originated by AGRO continues to enter into, ceded reinsurance contracts in order to obtain greater business diversification and reduce the net potential loss from large risks.
Accounting Policy
For business assumed and ceded, the accounting model of the underlying direct financial guaranty contract dictates the accounting model used for the reinsurance contract (except for those eliminated as FG VIEs). For any assumed or ceded financial guaranty insurance premiums and losses, the accounting models described in Note 6, Contracts Accounted for as Insurance, are followed. For any assumed or ceded credit derivative contracts, the accounting model in Note 7, Contracts Accounted for as Credit Derivatives, is followed.
Financial Guaranty Business
The Company’s facultative and treaty assumed agreements with the Legacy Monoline Insurers are generally subject to termination at the option of the ceding company:
•if the Company fails to meet certain financial and regulatory criteria;
•if the Company fails to maintain a specified minimum financial strength rating; or
•upon certain changes of control of the Company.
Upon termination due to one of the above events, the Company typically would be required to return to the ceding company unearned premiums (net of ceding commissions) and loss reserves, calculated on a U.S. statutory basis, attributable to the Assumed Business (plus in certain cases, an additional required amount), after which the Company would be released from liability with respect to such business.
As of December 31, 2020, if each third party company ceding business to any of the Company's insurance subsidiaries had a right to recapture such business, and chose to exercise such right, the aggregate amounts that AG Re and AGC could be required to pay to all such companies would be approximately $40 million and $238 million, respectively.
The Company has ceded financial guaranty business to non-affiliated companies to limit its exposure to risk. The Company remains primarily liable for all risks it directly underwrites and is required to pay all gross claims. It then seeks reimbursement from the reinsurer for its proportionate share of claims. The Company may be exposed to risk for this exposure if it were required to pay the gross claims and not be able to collect ceded claims from an assuming company experiencing financial distress. The Company’s ceded contracts generally allow the Company to recapture ceded financial guaranty business after certain triggering events, such as reinsurer downgrades.
Specialty Business
The Company, through AGRO, assumes specialty business from third party insurers (Assumed Specialty Business). It also cedes and retrocedes some of its specialty business to third party reinsurers. A downgrade of AGRO’s financial strength rating by S&P below "A" would require AGRO to post, as of December 31, 2020, no collateral in respect of certain of its Assumed Specialty Business due to a salvage reserve that AGRO maintains in respect of such business. A further downgrade of AGRO’s S&P rating below A- would give the company ceding such business the right to recapture the business for AGRO’s collateral amount, and, if also accompanied by a downgrade of AGRO's financial strength rating by A.M. Best Company, Inc. below A-, would also require AGRO to post, as of December 31, 2020, an estimated $13 million of collateral in respect of a different portion of AGRO’s Assumed Specialty Business. AGRO’s ceded/retroceded contracts generally have equivalent provisions requiring the assuming reinsurer to post collateral and/or allowing AGRO to recapture the ceded/retroceded business upon certain triggering events, such as reinsurer rating downgrades.
Effect of Reinsurance
The following table presents the components of premiums and losses reported in the consolidated statements of operations and the contribution of the Company's Assumed and Ceded Businesses (both financial guaranty and specialty).
Effect of Reinsurance on Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Premiums Written:
|
|
|
|
|
|
Direct
|
$
|
453
|
|
|
$
|
663
|
|
|
$
|
288
|
|
Assumed
|
1
|
|
|
14
|
|
|
324
|
|
Ceded (1)
|
13
|
|
|
10
|
|
|
14
|
|
Net
|
$
|
467
|
|
|
$
|
687
|
|
|
$
|
626
|
|
Premiums Earned:
|
|
|
|
|
|
Direct
|
$
|
448
|
|
|
$
|
429
|
|
|
$
|
509
|
|
Assumed
|
41
|
|
|
54
|
|
|
51
|
|
Ceded
|
(4)
|
|
|
(7)
|
|
|
(12)
|
|
Net
|
$
|
485
|
|
|
$
|
476
|
|
|
$
|
548
|
|
Loss and LAE:
|
|
|
|
|
|
Direct
|
$
|
182
|
|
|
$
|
101
|
|
|
$
|
68
|
|
Assumed
|
24
|
|
|
2
|
|
|
(1)
|
|
Ceded
|
(3)
|
|
|
(10)
|
|
|
(3)
|
|
Net
|
$
|
203
|
|
|
$
|
93
|
|
|
$
|
64
|
|
____________________
(1) Positive ceded premiums written were due to commutations and changes in expected debt service schedules.
Ceded Reinsurance (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
(in millions)
|
Ceded premium payable, net of commissions
|
$
|
4
|
|
|
$
|
20
|
|
Ceded expected loss to be recovered (paid)
|
(23)
|
|
|
11
|
|
Financial guaranty ceded par outstanding (2)
|
418
|
|
|
1,349
|
|
Specialty ceded exposure (see Note 4)
|
556
|
|
|
303
|
|
____________________
(1) The total collateral posted by all non-affiliated reinsurers required to post, or that had agreed to post, collateral as of December 31, 2020 and December 31, 2019 was approximately $18 million and $68 million, respectively. Such collateral is posted (i) in the case of certain reinsurers not authorized or "accredited" in the U.S., in order for the Company to receive credit for the liabilities ceded to such reinsurers in statutory financial statements, and (ii) in the case of certain reinsurers authorized in the U.S., on terms negotiated with the Company.
(2) Of the total par ceded to BIG rated reinsurers, $74 million and $224 million is rated BIG as of December 31, 2020 and December 31, 2019, respectively.
In accordance with U.S. statutory accounting requirements and U.S. insurance laws and regulations, in order for the Company to receive credit for liabilities ceded to reinsurers domiciled outside of the U.S., such reinsurers must secure their liabilities to the Company. These reinsurers are required to post collateral for the benefit of the Company in an amount at least equal to the sum of their ceded unearned premium reserve, loss reserves and contingency reserves all calculated on a statutory basis of accounting. In addition, certain authorized reinsurers post collateral on terms negotiated with the Company.
Commutations
In 2020, the Company reassumed a previously ceded portfolio of insured business from its largest remaining legacy third party financial guaranty reinsurer, which included $118 million in net par of Puerto Rico exposures at the time of the commutation.
Commutations of Ceded Reinsurance Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Increase in net unearned premium reserve
|
$
|
5
|
|
|
$
|
15
|
|
|
$
|
64
|
|
Increase in net par outstanding
|
336
|
|
|
1,069
|
|
|
1,457
|
|
Commutation gains (losses)
|
38
|
|
|
1
|
|
|
(16)
|
|
9. Investments and Cash
Accounting Policy
Fixed-maturity debt securities are classified as available-for-sale and are measured at fair value. Loss mitigation securities are accounted for based on their underlying investment type, excluding the effects of the Company’s insurance. Unrealized gains and losses that are not associated with credit related factors are reported as a component of accumulated OCI (AOCI), net of deferred income taxes, in shareholders’ equity. Available-for-sale fixed-maturity securities are recorded on a trade-date basis.
Short-term investments, which are those investments with a maturity of less than one year at time of purchase, are carried at fair value and include amounts deposited in certain money market funds.
Other invested assets primarily consist of equity method investments, including certain of the Company's investments in AssuredIM Funds. The Company records its interest in the earnings of equity method investments in the consolidated statement of operations in the line item "equity in earnings of investees." The Company records equity in earnings of AssuredIM Funds as the change in net asset value (NAV). Where financial information of investees are not received on a timely basis, such results are reported on a lag. Other invested assets also include other equity investments carried at fair value. The change in fair value of these investments is recorded in other income in the consolidated statements of operations.
Cash consists of cash on hand, demand deposits for all entities, and cash and cash equivalents for certain CIVs. See Note 10, Variable Interest Entities.
Net investment income primarily includes the income earned on fixed-maturity securities and short-term investments, including amortization of premiums and accretion of discounts. For mortgage backed securities and any other securities, other than loss mitigation securities, for which there is prepayment risk, prepayment assumptions are evaluated quarterly and revised as necessary. Any necessary adjustments due to changes in effective yields and maturities are recognized in net investment income using the retrospective method.
Realized gains and losses on sales of investments are determined using the specific identification method, and are generated from sales of investments, reductions to amortized cost of available-for-sale investments that have been written down due to the Company’s intent to sell them or it being more likely than not that the Company will be required to sell them, and the change in allowance for credit losses (including accretion) for periods after January 1, 2020, or other than temporary impairments for periods prior to January 1, 2020.
For all securities that were originally purchased with credit deterioration, accrued interest is not separately presented, but rather is a component of the amortized cost of the instrument. For all other available-for-sale securities, a separate amount for accrued interest is reported in other assets.
Adoption of Credit Loss Standard on January 1, 2020
On January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The most significant effect of the adoption of this ASU is in respect of the available-for-sale investment portfolio, for which targeted amendments were made to the impairment model. The changes to
the impairment model for available-for-sale securities were applied using a modified retrospective approach, and resulted in no effect to shareholders’ equity, in total or by component. On the date of adoption, there was no change to the carrying value of the available-for-sale investment portfolio, other than a gross-up of amortized cost and the recording of an offsetting allowance for credit losses for securities to which the Company applied the model for purchased financial assets with credit deterioration (PCD) accounting model.
On January 1, 2020, the Company applied the PCD accounting model to purchased credit impaired securities that were not in an unrealized gain position as of December 31, 2019. The fair value of these PCD securities was $248 million and their amortized cost was $266 million as of December 31, 2019. The Company determined the allowance for credit loss for such PCD securities was $62 million on January 1, 2020. The recording of the allowance for these PCD securities on January 1, 2020 had no effect on the consolidated statement of operations or any component of shareholders’ equity.
Subsequent to the Adoption of the Credit Losses Standard on January 1, 2020
An allowance for credit loss is not established upon initial recognition of an available-for-sale debt security (except for PCD securities, as discussed below). Subsequently, to the extent that the fair value of a security is less than its amortized cost basis (and the Company does not intend to sell the security, and it is not more-likely-than-not that the Company will be required to sell the security) the Company will use certain factors (including those listed below) to determine whether the decline in fair value is due to any credit-related factors.
•the extent to which fair value is less than amortized cost;
•credit ratings;
•any adverse conditions specifically related to the security, industry, and/or geographic area;
•changes in the financial condition of the issuer, or underlying loan obligors;
•general economic and political factors;
•remaining payment terms of the security;
•prepayment speeds;
•expected defaults; and
•the value of any embedded credit enhancements.
If, based on an assessment of these and other relevant factors, the Company determines that a credit loss may exist, it then performs a discounted cash flow analysis to determine its best estimate of such allowance for credit loss. The allowance for credit loss is limited to the excess of amortized cost over fair value and may be reduced in subsequent reporting periods if the expected cash flows of the security improve. Any factors contributing to the decline in fair value that are not credit-related are captured in AOCI in shareholders' equity.
When amounts are deemed uncollectible, the Company writes down the amortized cost (write-off) and reduces the allowance for credit loss. Amounts that have been written off may not be reversed through the allowance for credit loss, and any subsequent recovery of such amounts is only recognized in realized gains and losses when received.
PCD securities are defined as financial assets that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by an acquirer’s assessment. An initial allowance for credit loss is recognized on the date of acquisition of PCD securities. The amortized cost of PCD securities on the date of acquisition is equal to the purchase price plus the allowance for credit loss, but no credit loss expense is recognized in the statement of operations on the date of acquisition. After the date of acquisition, deterioration (or improvement) in credit will result in an increase (or decrease) to the allowance and an offsetting credit loss expense (or benefit). To measure this, the Company will perform another discounted cash flow analysis. For PCD securities that are also beneficial interests, favorable or adverse changes in expected cash flows are recognized as a decrease (or increase) to the allowance for credit losses. Those changes in expected cash flows that are not captured through the allowance are reflected as a prospective adjustment of the security’s yield within net investment income.
The Company has elected to not measure credit losses on its accrued interest receivable and instead writes off accrued interest at the earliest to occur of (i) the date it is deemed uncollectible or (ii) when it is six months past due. All write-offs of accrued interest are recorded as a reduction to net investment income in the statement of operations.
For securities the Company intends to sell and securities for which it is more-likely-than-not that the Company will be required to sell the security before recovery of its amortized cost, the Company writes off any existing allowance for credit loss, and writes down the amortized cost basis of the instrument to fair value with an offset to realized gain (loss) in the statement of operations.
The length of time an instrument has been impaired or the effect of changes in foreign exchange rates are not considered in the Company’s assessment of credit loss. The assessment of whether a credit loss exists is performed each quarter.
Prior to the Adoption of the Credit Losses Standard on January 1, 2020
Changes in fair value for other-than-temporarily-impaired securities were bifurcated between credit losses and non-credit changes in fair value. The credit loss on other-than-temporarily-impaired securities were recorded in realized gains and losses.
The Company had a formal review process to determine other-than-temporary impairment (OTTI) for securities in its investment portfolio where there was no intent to sell and it was not more-likely-than-not that it would have been required to sell the security before recovery. Factors considered when assessing impairment included:
•a decline in the market value of a security by 20% or more below amortized cost for a continuous period of at least six months;
•a decline in the market value of a security for a continuous period of 12 months;
•recent credit downgrades of the applicable security or the issuer by rating agencies;
•the financial condition of the applicable issuer;
•whether loss of investment principal is anticipated;
•the impact of foreign exchange rates; and
•whether scheduled interest payments are past due.
The Company assessed the ability to recover the amortized cost by comparing the net present value of projected future cash flows with the amortized cost of the security. If the security was in an unrealized loss position and its net present value was less than the amortized cost of the investment, an OTTI was recorded. The net present value was calculated by discounting the Company's estimate of projected future cash flows at the effective interest rate implicit in the debt security at the time of purchase. The Company's estimates of projected future cash flows were driven by assumptions regarding probability of default and estimates regarding timing and amount of recoveries associated with a default. The Company developed these estimates using information based on historical experience, credit analysis and market observable data, such as industry analyst reports and forecasts, sector credit ratings and other relevant data. For mortgage backed and asset backed securities, cash flow estimates also included prepayment and other assumptions regarding the underlying collateral such as default rates, recoveries and changes in value. In addition to the factors noted above, the Company also sought advice from its outside investment managers.
The assumptions used in these projections required the use of significant management judgment. If management's assessment changed in the future, the Company may have ultimately recorded a loss after having originally concluded that the decline in value was temporary.
For securities in an unrealized loss position where the Company had the intent to sell or it is more-likely-than-not that it would be required to sell the security before recovery, the entire impairment loss (i.e., the difference between the security's fair value and its amortized cost) was recorded in the consolidated statements of operations. Credit losses reduced the amortized cost of impaired securities. The amortized cost basis was adjusted for accretion and amortization (using the effective interest method) with a corresponding entry recorded in net investment income.
Investment Portfolio
The investment portfolio tables shown below include assets managed both externally and internally. As of December 31, 2020, the majority of the investment portfolio is managed by three outside managers and AssuredIM. The Company has established detailed guidelines regarding credit quality, exposure to a particular sector and exposure to a particular obligor within a sector. The managed portfolio must maintain a minimum average rating of A+/A1/A+ by S&P, Moody’s or Fitch Ratings, respectively.
The internally managed portfolio primarily consists of the Company's investments in (i) securities acquired for loss mitigation purposes or other risk management purposes, (ii) securities managed under an Investment Management Agreement (IMA) with AssuredIM, and (iii) other invested assets which primarily consist of alternative investments including an equity method investments in one AssuredIM Fund that is not consolidated.
Investment Portfolio
Carrying Value
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
(in millions)
|
Fixed-maturity securities (1):
|
|
|
|
Externally managed
|
$
|
7,301
|
|
|
$
|
7,978
|
|
Internally managed:
|
|
|
|
AssuredIM
|
547
|
|
|
—
|
|
Loss mitigation and other securities (2)
|
925
|
|
|
876
|
|
Short-term investments
|
851
|
|
|
1,268
|
|
Other invested assets (internally managed)
|
|
|
|
Equity method investments-AssuredIM Funds
|
91
|
|
|
—
|
|
Equity method investments-other
|
107
|
|
|
111
|
|
Other
|
16
|
|
|
7
|
|
Total
|
$
|
9,838
|
|
|
$
|
10,240
|
|
____________________
(1) As of December 31, 2020 and December 31, 2019, 8.1% and 8.6%, respectively, of fixed-maturity securities were rated BIG, primarily loss mitigation and other risk management securities.
(2) Includes other fixed-maturities that were obtained or purchased as part of negotiated settlements with insured counterparties or under the terms of the financial guaranties (other risk management securities).
The U.S. Insurance Subsidiaries, through their jointly owned investment subsidiary, AGAS, are authorized to invest up to $750 million in AssuredIM Funds, of which $493 million has been committed as of December 31, 2020. As of December 31, 2020, AGAS' unfunded commitment to AssuredIM Funds was $177 million. As of December 31, 2020 and 2019, the fair value of the Company’s investments in AssuredIM Funds (primarily through AGAS) was $345 million and $77 million, respectively. The Insurance segment presents AGAS's investment in AssuredIM Funds in equity in earnings of investees, regardless of whether or not such AssuredIM Funds are consolidated.
AssuredIM Funds, in which AGAS (primarily) and other subsidiaries invest, and where the Company has been deemed to be the primary beneficiary, are not included in the "investment portfolio" line item on the consolidated balance sheet, but rather, such AssuredIM Funds are consolidated and their assets and liabilities are presented in the line items “assets of consolidated investment vehicles” and “liabilities of consolidated investment vehicles”, with the portion not owned by AGAS and other subsidiaries presented as either redeemable or non-redeemable non-controlling interests. Changes in the fair value of CIVs are also presented in their own line item on the consolidated statement of operations with the portion not owned by AGAS and other subsidiaries presented as non-controlling interests. See Note 10, Variable Interest Entities.
Other invested assets also include an investment in a renewable and clean energy energy and a private equity fund. The Company agreed to purchase up to $125 million of limited partnership interests in these and other similar investments, of which $104 million was not yet funded as of December 31, 2020.
Accrued investment income was $75 million and $79 million as of December 31, 2020 and December 31, 2019, respectively. In 2020 and 2019, the Company did not write off any accrued investment income.
Fixed-Maturity Securities and Short-Term Investments
by Security Type
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security Type
|
|
Percent
of
Total (1)
|
|
Amortized
Cost
|
|
Allowance for Credit Losses
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
AOCI
Pre-tax Gain
(Loss) on
Securities
with
Credit Loss
|
|
Weighted
Average
Credit
Rating
(2)
|
|
|
(dollars in millions)
|
Fixed-maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions
|
|
40
|
%
|
|
$
|
3,633
|
|
|
$
|
(11)
|
|
|
$
|
369
|
|
|
$
|
—
|
|
|
$
|
3,991
|
|
|
$
|
—
|
|
|
AA-
|
U.S. government and agencies
|
|
2
|
|
|
151
|
|
|
—
|
|
|
12
|
|
|
(1)
|
|
|
162
|
|
|
—
|
|
|
AA+
|
Corporate securities
|
|
26
|
|
|
2,366
|
|
|
(42)
|
|
|
210
|
|
|
(21)
|
|
|
2,513
|
|
|
(16)
|
|
|
A
|
Mortgage-backed securities(3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMBS
|
|
6
|
|
|
571
|
|
|
(19)
|
|
|
35
|
|
|
(21)
|
|
|
566
|
|
|
(20)
|
|
|
A-
|
Commercial mortgage-backed securities (CMBS)
|
|
4
|
|
|
358
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
387
|
|
|
—
|
|
|
AAA
|
Asset-backed securities (4)
|
|
11
|
|
|
958
|
|
|
(6)
|
|
|
33
|
|
|
(4)
|
|
|
981
|
|
|
(3)
|
|
|
BBB-
|
Non-U.S. government securities
|
|
2
|
|
|
167
|
|
|
—
|
|
|
10
|
|
|
(4)
|
|
|
173
|
|
|
—
|
|
|
AA-
|
Total fixed-maturity securities
|
|
91
|
|
|
8,204
|
|
|
(78)
|
|
|
698
|
|
|
(51)
|
|
|
8,773
|
|
|
(39)
|
|
|
A+
|
Short-term investments
|
|
9
|
|
|
851
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
851
|
|
|
—
|
|
|
AAA
|
Total
|
|
100
|
%
|
|
$
|
9,055
|
|
|
$
|
(78)
|
|
|
$
|
698
|
|
|
$
|
(51)
|
|
|
$
|
9,624
|
|
|
$
|
(39)
|
|
|
A+
|
Fixed-Maturity Securities and Short-Term Investments
by Security Type
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security Type
|
|
Percent
of
Total(1)
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
AOCI
Pre-tax Gain
(Loss) on
Securities
with
OTTI
|
|
Weighted
Average
Credit
Rating
(2)
|
|
|
(dollars in millions)
|
Fixed-maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions
|
|
42
|
%
|
|
$
|
4,036
|
|
|
$
|
305
|
|
|
$
|
(1)
|
|
|
$
|
4,340
|
|
|
$
|
40
|
|
|
AA-
|
U.S. government and agencies
|
|
1
|
|
|
137
|
|
|
10
|
|
|
—
|
|
|
147
|
|
|
—
|
|
|
AA+
|
Corporate securities
|
|
23
|
|
|
2,137
|
|
|
103
|
|
|
(19)
|
|
|
2,221
|
|
|
(8)
|
|
|
A
|
Mortgage-backed securities(3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMBS
|
|
8
|
|
|
745
|
|
|
37
|
|
|
(7)
|
|
|
775
|
|
|
8
|
|
|
A-
|
CMBS
|
|
4
|
|
|
402
|
|
|
17
|
|
|
—
|
|
|
419
|
|
|
—
|
|
|
AAA
|
Asset-backed securities (4)
|
|
7
|
|
|
684
|
|
|
38
|
|
|
(2)
|
|
|
720
|
|
|
16
|
|
|
BB+
|
Non-U.S. government securities
|
|
2
|
|
|
230
|
|
|
7
|
|
|
(5)
|
|
|
232
|
|
|
3
|
|
|
AA
|
Total fixed-maturity securities
|
|
87
|
|
|
8,371
|
|
|
517
|
|
|
(34)
|
|
|
8,854
|
|
|
59
|
|
|
A+
|
Short-term investments
|
|
13
|
|
|
1,268
|
|
|
—
|
|
|
—
|
|
|
1,268
|
|
|
—
|
|
|
AAA
|
Total
|
|
100
|
%
|
|
$
|
9,639
|
|
|
$
|
517
|
|
|
$
|
(34)
|
|
|
$
|
10,122
|
|
|
$
|
59
|
|
|
AA-
|
____________________
(1)Based on amortized cost.
(2) Ratings represent the lower of the Moody’s and S&P classifications, except for bonds purchased for loss mitigation or risk management strategies, which use internal ratings classifications. The Company’s portfolio primarily consists of high-quality, liquid instruments.
(3) U.S. government-agency obligations were approximately 35% of mortgage backed securities as of December 31, 2020 and 42% as of December 31, 2019, based on fair value.
(4) Include CLOs with amortized cost of $531 million and $256 million as of December 31, 2020 and December 31, 2019, respectively, and the fair value of $532 million and $256 million as of December 31, 2020 and December 31, 2019, respectively.
Fixed-Maturity Securities
Gross Unrealized Loss by Length of Time
For Which an Allowance for Credit Loss was Not Recorded
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
(dollars in millions)
|
Obligations of state and political subdivisions
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
U.S. government and agencies
|
22
|
|
|
(1)
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
(1)
|
|
Corporate securities
|
73
|
|
|
—
|
|
|
45
|
|
|
(5)
|
|
|
118
|
|
|
(5)
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
RMBS
|
15
|
|
|
(1)
|
|
|
1
|
|
|
—
|
|
|
16
|
|
|
(1)
|
|
CMBS
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Asset-backed securities
|
251
|
|
|
(1)
|
|
|
81
|
|
|
—
|
|
|
332
|
|
|
(1)
|
|
Non-U.S. government securities
|
—
|
|
|
—
|
|
|
38
|
|
|
(4)
|
|
|
38
|
|
|
(4)
|
|
Total
|
$
|
362
|
|
|
$
|
(3)
|
|
|
$
|
166
|
|
|
$
|
(9)
|
|
|
$
|
528
|
|
|
$
|
(12)
|
|
Number of securities (1)
|
|
|
94
|
|
|
|
|
46
|
|
|
|
|
139
|
|
Fixed-Maturity Securities
Gross Unrealized Loss by Length of Time
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
(dollars in millions)
|
Obligations of state and political subdivisions
|
$
|
45
|
|
|
$
|
(1)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
(1)
|
|
U.S. government and agencies
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
10
|
|
|
—
|
|
Corporate securities
|
61
|
|
|
—
|
|
|
119
|
|
|
(19)
|
|
|
180
|
|
|
(19)
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
RMBS
|
10
|
|
|
—
|
|
|
75
|
|
|
(7)
|
|
|
85
|
|
|
(7)
|
|
CMBS
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
Asset-backed securities
|
24
|
|
|
—
|
|
|
183
|
|
|
(2)
|
|
|
207
|
|
|
(2)
|
|
Non-U.S. government securities
|
—
|
|
|
—
|
|
|
56
|
|
|
(5)
|
|
|
56
|
|
|
(5)
|
|
Total
|
$
|
145
|
|
|
$
|
(1)
|
|
|
$
|
442
|
|
|
$
|
(33)
|
|
|
$
|
587
|
|
|
$
|
(34)
|
|
Number of securities
|
|
|
57
|
|
|
|
|
119
|
|
|
|
|
176
|
|
Number of securities with OTTI
|
|
|
1
|
|
|
|
|
7
|
|
|
|
|
8
|
|
___________________
(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 December 31, 2020 , and December 31, 2019 were not related to credit quality. In addition, the Company currently does not intend to and is not required to sell investments in an unrealized loss position prior to expected recovery in value. Of the securities in an unrealized loss position for which an allowance for credit loss was not recorded, 11 securities had unrealized losses in excess of 10% of their carrying value as of December 31, 2020. The total unrealized loss for these securities was $8 million as of December 31, 2020. Of the securities in an unrealized loss position for 12 months or more as of December 31, 2019, 19 securities had unrealized losses greater than 10% of book value. The total unrealized loss for these securities was $25 million as of December 31, 2019.
The amortized cost and estimated fair value of available-for-sale fixed-maturity securities by contractual maturity as of December 31, 2020 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 Fixed-Maturity Securities
by Contractual Maturity
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
|
(in millions)
|
Due within one year
|
$
|
354
|
|
|
$
|
361
|
|
Due after one year through five years
|
1,617
|
|
|
1,741
|
|
Due after five years through 10 years
|
1,936
|
|
|
2,049
|
|
Due after 10 years
|
3,368
|
|
|
3,669
|
|
Mortgage-backed securities:
|
|
|
|
RMBS
|
571
|
|
|
566
|
|
CMBS
|
358
|
|
|
387
|
|
Total
|
$
|
8,204
|
|
|
$
|
8,773
|
|
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 $262 million and $280 million, as of December 31, 2020 and December 31, 2019, respectively. The investment portfolio also contains securities that are held in trust by certain AGL subsidiaries or otherwise restricted for the benefit of other AGL subsidiaries in accordance with statutory and regulatory requirements in the amount of $1,511 million and $1,502 million, based on fair value as of December 31, 2020 and December 31, 2019, respectively.
There were no investments that were non-income producing for the year ended December 31, 2020. No material investments of the Company were non-income producing for the year ended December 31, 2019.
The Company’s investment portfolio in tax-exempt and taxable municipal securities includes issuances by a wide number of municipal authorities across the U.S. and its territories. The following tables present the fair value of the Company’s available-for-sale portfolio of obligations of state and political subdivisions as of December 31, 2020 and December 31, 2019 by state.
Fair Value of Available-for-Sale Portfolio of
Obligations of State and Political Subdivisions
As of December 31, 2020 (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State
|
|
State
General
Obligation
|
|
Local
General
Obligation
|
|
Revenue Bonds
|
|
Total Fair
Value
|
|
Amortized
Cost
|
|
Average
Credit
Rating
|
|
|
(in millions)
|
California
|
|
$
|
70
|
|
|
$
|
74
|
|
|
$
|
350
|
|
|
$
|
494
|
|
|
$
|
424
|
|
|
A
|
New York
|
|
4
|
|
|
46
|
|
|
410
|
|
|
460
|
|
|
423
|
|
|
AA
|
Texas
|
|
22
|
|
|
94
|
|
|
280
|
|
|
396
|
|
|
359
|
|
|
AA
|
Washington
|
|
51
|
|
|
72
|
|
|
143
|
|
|
266
|
|
|
244
|
|
|
AA
|
Florida
|
|
3
|
|
|
1
|
|
|
232
|
|
|
236
|
|
|
220
|
|
|
A+
|
Illinois
|
|
13
|
|
|
44
|
|
|
119
|
|
|
176
|
|
|
160
|
|
|
A
|
Massachusetts
|
|
74
|
|
|
—
|
|
|
93
|
|
|
167
|
|
|
146
|
|
|
AA
|
Pennsylvania
|
|
37
|
|
|
6
|
|
|
85
|
|
|
128
|
|
|
116
|
|
|
A+
|
Michigan
|
|
3
|
|
|
10
|
|
|
70
|
|
|
83
|
|
|
77
|
|
|
AA-
|
Georgia
|
|
12
|
|
|
10
|
|
|
59
|
|
|
81
|
|
|
73
|
|
|
AA-
|
All others
|
|
93
|
|
|
142
|
|
|
795
|
|
|
1,030
|
|
|
948
|
|
|
AA-
|
Total
|
|
$
|
382
|
|
|
$
|
499
|
|
|
$
|
2,636
|
|
|
$
|
3,517
|
|
|
$
|
3,190
|
|
|
AA-
|
Fair Value of Available-for-Sale Portfolio of
Obligations of State and Political Subdivisions
As of December 31, 2019 (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State
|
|
State
General
Obligation
|
|
Local
General
Obligation
|
|
Revenue Bonds
|
|
Total Fair
Value
|
|
Amortized
Cost
|
|
Average
Credit
Rating
|
|
|
(in millions)
|
California
|
|
$
|
68
|
|
|
$
|
70
|
|
|
$
|
380
|
|
|
$
|
518
|
|
|
$
|
457
|
|
|
A
|
New York
|
|
6
|
|
|
46
|
|
|
408
|
|
|
460
|
|
|
431
|
|
|
AA
|
Texas
|
|
23
|
|
|
122
|
|
|
287
|
|
|
432
|
|
|
404
|
|
|
AA
|
Washington
|
|
52
|
|
|
69
|
|
|
181
|
|
|
302
|
|
|
284
|
|
|
AA
|
Florida
|
|
8
|
|
|
3
|
|
|
233
|
|
|
244
|
|
|
229
|
|
|
A+
|
Illinois
|
|
18
|
|
|
53
|
|
|
125
|
|
|
196
|
|
|
182
|
|
|
A
|
Massachusetts
|
|
71
|
|
|
—
|
|
|
115
|
|
|
186
|
|
|
171
|
|
|
AA
|
Pennsylvania
|
|
38
|
|
|
4
|
|
|
95
|
|
|
137
|
|
|
128
|
|
|
A+
|
Georgia
|
|
11
|
|
|
10
|
|
|
92
|
|
|
113
|
|
|
104
|
|
|
AA-
|
District of Columbia
|
|
30
|
|
|
—
|
|
|
69
|
|
|
99
|
|
|
94
|
|
|
AA
|
All others
|
|
71
|
|
|
172
|
|
|
915
|
|
|
1,158
|
|
|
1,080
|
|
|
AA-
|
Total
|
|
$
|
396
|
|
|
$
|
549
|
|
|
$
|
2,900
|
|
|
$
|
3,845
|
|
|
$
|
3,564
|
|
|
AA-
|
____________________
(1) Excludes $474 million and $495 million as of December 31, 2020 and 2019, respectively, of pre-refunded bonds, at fair value. The credit ratings are based on the underlying ratings and do not include any benefit from bond insurance.
The revenue bond portfolio primarily consists of essential service revenue bonds issued by transportation authorities and other utilities, water and sewer authorities and universities.
Revenue Bonds
Sources of Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
As of December 31, 2019
|
Type
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
|
(in millions)
|
Transportation
|
|
$
|
848
|
|
|
$
|
763
|
|
|
$
|
916
|
|
|
$
|
835
|
|
Tax backed
|
|
424
|
|
|
388
|
|
|
426
|
|
|
397
|
|
Water and sewer
|
|
400
|
|
|
363
|
|
|
453
|
|
|
422
|
|
Higher education
|
|
365
|
|
|
331
|
|
|
488
|
|
|
456
|
|
Healthcare
|
|
218
|
|
|
197
|
|
|
236
|
|
|
220
|
|
Municipal utilities
|
|
200
|
|
|
180
|
|
|
234
|
|
|
212
|
|
All others
|
|
181
|
|
|
176
|
|
|
147
|
|
|
137
|
|
Total
|
|
$
|
2,636
|
|
|
$
|
2,398
|
|
|
$
|
2,900
|
|
|
$
|
2,679
|
|
Net Investment Income
Net investment income is a function of the yield that the Company earns on, 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.
Net Investment Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Interest income:
|
|
|
|
|
|
Externally managed
|
$
|
231
|
|
|
$
|
273
|
|
|
$
|
297
|
|
Internally managed:
|
|
|
|
|
|
AssuredIM (1)
|
8
|
|
|
—
|
|
|
—
|
|
Loss mitigation and other securities
|
65
|
|
|
114
|
|
|
107
|
|
Interest income
|
304
|
|
|
387
|
|
|
404
|
|
Investment expenses
|
(7)
|
|
|
(9)
|
|
|
(9)
|
|
Net investment income
|
$
|
297
|
|
|
$
|
378
|
|
|
$
|
395
|
|
____________________
(1) Represents interest income on a portfolio of CLOs and municipal bonds managed under an IMA by AssuredIM.
Equity in Earnings of Investees
Equity in Earnings of Investees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
AssuredIM Funds
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other
|
13
|
|
|
4
|
|
|
1
|
|
Total equity in earnings of investees
|
$
|
27
|
|
|
$
|
4
|
|
|
$
|
1
|
|
Dividends received from equity method investments were $10 million, $6 million and $2 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Realized Investment Gains (Losses)
The table below presents the components of net realized investment gains (losses).
Net Realized Investment Gains (Losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Gross realized gains on available-for-sale securities
|
$
|
42
|
|
|
$
|
63
|
|
|
$
|
20
|
|
Gross realized losses on available-for-sale securities
|
(11)
|
|
|
(5)
|
|
|
(12)
|
|
Net realized gains (losses) on other invest assets
|
4
|
|
|
(1)
|
|
|
(1)
|
|
Credit impairments (1)
|
(17)
|
|
|
(35)
|
|
|
(39)
|
|
Net realized investment gains (losses) (2)
|
$
|
18
|
|
|
$
|
22
|
|
|
$
|
(32)
|
|
____________________
(1)Credit impairment in 2020 was related primarily to an increase in the allowance for credit loss on loss mitigation securities. Shut-downs due to COVID-19 pandemic restrictions contributed to the increase in the allowance for credit losses in 2020. Credit impairment in 2019 and 2018 was primarily attributable to foreign exchange losses and loss mitigation securities.
(2)Includes foreign currency gains (losses) of $6 million, $(15) million and $1 million for 2020, 2019 and 2018, respectively.
The Company recorded a gain on change in fair value of equity securities in other income of $27 million for the year ended December 31, 2018, which included a gain of $31 million related to the Company's minority interest in the parent company of TMC Bonds LLC, which it sold in 2018.
The following table presents the roll-forward of the credit losses on fixed-maturity securities for which the Company has recognized an allowance for credit losses in 2020 or an OTTI in 2019 and 2018 and for which unrealized loss was recognized in AOCI.
Roll Forward of Credit Losses
in the Investment Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
Allowance for Credit Losses
|
|
OTTI
|
|
(in millions)
|
Balance, beginning of period
|
$
|
—
|
|
|
$
|
185
|
|
|
$
|
162
|
|
Effect of adoption of accounting guidance on credit losses on January 1,2020
|
62
|
|
|
—
|
|
|
—
|
|
Additions for credit losses on securities for which credit
impairments were not previously recognized
|
1
|
|
|
—
|
|
|
—
|
|
Reductions for securities sold and other settlements
|
—
|
|
|
(15)
|
|
|
—
|
|
Additions (reductions) for credit losses on securities for
which credit impairments were previously recognized
|
15
|
|
|
16
|
|
|
23
|
|
Balance, end of period
|
$
|
78
|
|
|
$
|
186
|
|
|
$
|
185
|
|
The Company recorded an additional $16 million in credit loss expense for the year ended December 31, 2020. Credit loss expense included accretion of $5 million in 2020. The Company did not purchase any PCD securities during the year ended December 31, 2020. All of the Company’s PCD securities are loss mitigation or other risk management securities.
10. Variable Interest Entities
Accounting Policy
The types of entities the Company assesses for consolidation principally include (1) entities whose debt obligations the insurance subsidiaries insure in its financial guaranty business, and (2) investment vehicles such as collateralized financing entities (CFEs) and AssuredIM Funds, in which AGAS has a variable interest. For each of these types of entities, the Company assesses whether it is the primary beneficiary. If the Company concludes that it is the primary beneficiary, it consolidates the VIE in the Company's financial statements and eliminates the effects of intercompany transactions with the Insurance and Asset Management segments, as well as intercompany transactions between consolidated VIEs.
The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and continuously reconsiders the conclusion at each reporting date. In determining whether it is the primary beneficiary, the Company evaluates its direct and indirect interests in the VIE. The primary beneficiary of a VIE is the enterprise that has both 1) the power to direct the activities of a VIE that most significantly impact the entity's economic performance; and 2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.
FG VIEs
The Company has elected the fair value option for assets and liabilities of FG VIEs because the carrying amount transition method was not practical. The Company records the fair value of FG VIEs’ assets and liabilities based on modeled prices.
The net change in the fair value of consolidated FG VIEs’ assets and liabilities is recorded in "fair value gains (losses) on FG VIEs" in the consolidated statements of operations, except for change in fair value of FG VIEs’ liabilities with recourse caused by changes in instrument-specific credit risk (ISCR) which is separately presented in OCI. Interest income and interest expense are derived from the trustee reports and also included in "fair value gains (losses) on FG VIEs."
The inception to date change in fair value of the FG VIEs’ liabilities with recourse 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
Company’s CDS spread from the most recent date of consolidation to the current period. In general, if the Company’s CDS spread tightens, more value will be assigned to the Company’s credit; however, if the Company’s CDS widens, less value is assigned to the Company’s credit.
The Company has limited contractual rights to obtain the financial records of its consolidated FG VIEs. The FG VIEs do not prepare separate GAAP financial statements; therefore, the Company compiles GAAP financial information for them based on trustee reports prepared by and received from third parties. Such trustee reports are not available to the Company until approximately 30 days after the end of any given period. The time required to perform adequate reconciliations and analyses of the information in these trustee reports results in a one quarter lag in reporting the FG VIEs’ activities. As a result of the lag in reporting FG VIEs, cash and short-term investments do not reflect cash outflow to the holders of the debt issued by the FG VIEs for claim payments made by the Company's insurance subsidiaries to the consolidated FG VIEs until the subsequent reporting period. The Company updates the model assumptions each reporting period for the most recent available information, which incorporates the impact of material events that may have occurred since the quarter lag date.
The cash flows generated by the FG VIEs’ assets are classified as cash flows from investing activities. Paydowns of FG VIEs' liabilities are supported by the cash flows generated by FG VIEs’ assets, and for liabilities with recourse, possibly claim payments made by AGM or AGC under their financial guaranty insurance contracts. Paydowns of FG VIEs' liabilities both with and without recourse are classified as cash flows used in financing activities. Interest income, interest expense and other expenses of the FG VIEs’ assets and liabilities are classified as operating cash flows. Claim payments made by AGM and AGC under the financial guaranty contracts issued to the FG VIEs are eliminated upon consolidation and therefore such claim payments are treated as paydowns of FG VIEs’ liabilities and as a financing activity as opposed to an operating activity of AGM and AGC.
CIVs
CIVs consist of certain AssuredIM Funds, CLOs and CLO warehouses in which the Company is deemed to be the primary beneficiary. The consolidated AssuredIM Funds are investment companies for accounting purposes and therefore account for their underlying investments at fair value. The assets and liabilities of consolidated CLOs managed by AssuredIM (collectively, the consolidated CLOs), are recorded at fair value. The assets and liabilities in consolidated CLO warehouses are also carried at fair value. Changes in the fair value of assets and liabilities of CIVs, interest income and interest expense are recorded in "fair value gains (losses) on consolidated investment vehicles" in the consolidated statements of operations. Certain AssuredIM private equity funds, whose financial statements are not prepared in time for the Company's quarterly reporting, are reported on a quarter lag.
Upon consolidation of an AssuredIM Fund, the Company records noncontrolling interest (NCI) for the portion of each fund owned by employees and any third party investors. Redeemable NCI is classified outside of shareholders’ equity, within temporary equity, and non-redeemable NCI is presented within shareholders' equity in the consolidated balance sheets. Amendments to redemption features may result in reclassifications between redeemable NCI and non-redeemable NCI.
Money market funds in consolidated AssuredIM Funds are classified as cash equivalents, consistent with those funds' separately issued financial statements, and therefore the Company has included these amounts in the total amount of cash on the consolidated statements of cash flows. Cash flows of the CIVs attributable to such entities' investment purchases and dispositions, as well as operating expenses of the investment vehicles, are presented as cash flow from operating activities in the consolidated statements of cash flows. Borrowings under credit facilities, debt issuances and repayments, and capital cash flows to and from investors are presented as financing activities consistent with investment company guidelines.
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 protections 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 Company. In the case of first loss, the Company's financial guaranty insurance policy only covers a senior layer of losses experienced by multiple obligations issued by the VIEs. The first loss exposure with respect to the assets is either retained by the seller or sold off in the form of equity or mezzanine debt to other investors. In the case of excess spread, the financial assets contributed to VIEs, generate interest income that are 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 VIEs they insure and would only be required to make payments on those insured debt obligations in the event that the issuer of such debt obligations defaults on any principal or interest due and only for the amount of the shortfall. AGL’s and its insurance subsidiaries’ creditors do not have any rights with regard to the collateral supporting the debt issued by the FG VIEs. Proceeds from sales, maturities, prepayments and interest from such underlying collateral may only be used to pay debt service on FG VIEs’ liabilities. Net fair value gains and losses on FG VIEs are expected to reverse to zero by maturity of the FG VIEs’ debt, except for net premiums received and net claims paid by the insurance subsidiaries under the financial guaranty insurance contract. The Company’s estimate of expected loss to be paid (recovered) for FG VIEs is included in Note 5, Expected Loss to be Paid (Recovered).
As part of the terms of its financial guaranty contracts, the insurance subsidiaries, under their insurance contracts, obtain certain protective rights with respect to the VIE that give them additional controls over a VIE. These protective rights are triggered by the occurrence of certain events, such as failure to be in compliance with a covenant due to poor deal performance or a deterioration in a servicer or collateral manager's financial condition. At deal inception, the insurance subsidiaries typically are not deemed to control the VIE; however, once a trigger event occurs, the insurance subsidiaries' control of the VIE typically increases. The Company continuously evaluates its power to direct the activities that most significantly impact the economic performance of VIEs that have debt obligations insured by the insurance subsidaries 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 deal servicer, 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 companies are deemed no longer to have those protective rights, the VIE is deconsolidated.
The FG VIEs’ liabilities that are guaranteed by the insurance subsidiaries are considered to be with recourse, because they guarantee the payment of principal and interest regardless of the performance of the related FG VIEs’ assets. 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.
Number of FG VIEs Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
|
Beginning of year
|
27
|
|
|
31
|
|
|
32
|
|
Consolidated (1)
|
2
|
|
|
1
|
|
|
—
|
|
Deconsolidated (1)
|
(2)
|
|
|
(3)
|
|
|
(1)
|
|
Matured
|
(2)
|
|
|
(2)
|
|
|
—
|
|
December 31
|
25
|
|
|
27
|
|
|
31
|
|
____________________
(1) Net loss on consolidation was $1 million in 2020 and de minimis in 2019. Net gain on deconsolidation was $1 million in 2020 and de minims in 2019 and 2018.
The change in the ISCR of the FG VIEs’ assets held as of December 31, 2020 that was recorded in the consolidated statements of operations for 2020 was a gain of $6 million. The change in the ISCR of the FG VIEs’ assets held as of December 31, 2019 and 2018 was a gain of $39 million and $7 million for 2019 and 2018, 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(in millions)
|
Excess of unpaid principal over fair value of:
|
|
|
|
FG VIEs' assets
|
$
|
274
|
|
|
$
|
279
|
|
FG VIEs' liabilities with recourse
|
15
|
|
|
19
|
|
FG VIEs' liabilities without recourse
|
16
|
|
|
52
|
|
Unpaid principal balance for FG VIEs’ assets that were 90 days or more past due
|
68
|
|
|
21
|
|
Unpaid principal for FG VIEs’ liabilities with recourse (1)
|
330
|
|
|
388
|
|
____________________
(1) FG VIEs’ liabilities with recourse will mature at various dates through 2038.
The table below shows the carrying value of the consolidated FG VIEs’ assets and liabilities in the consolidated financial statements, segregated by the types of assets that collateralize the respective debt obligations for FG VIEs’ liabilities with recourse.
Consolidated FG VIEs
By Type of Collateral
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
As of December 31, 2019
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
|
(in millions)
|
With recourse:
|
|
|
|
|
|
|
|
U.S. RMBS first lien
|
$
|
226
|
|
|
$
|
260
|
|
|
$
|
270
|
|
|
$
|
297
|
|
U.S. RMBS second lien
|
53
|
|
|
56
|
|
|
70
|
|
|
70
|
|
Total with recourse
|
279
|
|
|
316
|
|
|
340
|
|
|
367
|
|
Without recourse
|
17
|
|
|
17
|
|
|
102
|
|
|
102
|
|
Total
|
$
|
296
|
|
|
$
|
333
|
|
|
$
|
442
|
|
|
$
|
469
|
|
CIVs
The Company consolidated seven AssuredIM Funds, three CLOs and a CLO warehouse as of December 31, 2020. Substantially all of the CIVs are VIEs. The Company consolidates these investment vehicles as it is deemed to be the primary beneficiary based on its power to direct the most significant activities of each VIE (through AssuredIM) and its level of economic interest in the entities (through AGAS).
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 fund, subject to redemption provisions.
Assets and Liabilities
of CIVs
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(in millions)
|
Assets:
|
|
|
|
Fund assets:
|
|
|
|
Cash and cash equivalents
|
$
|
117
|
|
|
$
|
2
|
|
Fund investments, at fair value (1)
|
|
|
|
Corporate securities
|
9
|
|
|
47
|
|
Structured products
|
39
|
|
|
17
|
|
Obligations of state and political subdivisions
|
61
|
|
|
—
|
|
Equity securities, warrants and other
|
18
|
|
|
—
|
|
Due from brokers and counterparties
|
35
|
|
|
—
|
|
|
|
|
|
CLO and CLO warehouse assets:
|
|
|
|
Cash
|
17
|
|
|
12
|
|
CLO investments, at fair value
|
|
|
|
Loans of CFE
|
1,291
|
|
|
494
|
|
Loans, at fair value option
|
170
|
|
|
—
|
|
Short-term investments
|
139
|
|
|
—
|
|
Due from brokers and counterparties
|
17
|
|
|
—
|
|
Total assets (2)
|
$
|
1,913
|
|
|
$
|
572
|
|
Liabilities:
|
|
|
|
CLO obligations of CFE, at fair value (3)
|
$
|
1,227
|
|
|
$
|
481
|
|
Warehouse financing debt, at fair value option (4)
|
25
|
|
|
—
|
|
Securities sold short, at fair value
|
47
|
|
|
—
|
|
Due to brokers and counterparties
|
290
|
|
|
—
|
|
Other liabilities
|
1
|
|
|
1
|
|
Total liabilities
|
$
|
1,590
|
|
|
$
|
482
|
|
____________________
(1) Includes investment in affiliates of $10 million and $9 million as of December 31, 2020 and December 31, 2019, respectively.
(2) The December 31, 2020 amount included $10 million for an entity that is a voting interest entity.
(3) The weighted average maturity and weighted average interest rate of CLO obligations were 5.6 years and 2.4%, respectively, for December 31, 2020, and 12.8 years and 3.8%, respectively, for December 31, 2019. CLO obligations will mature at various dates ranging from 2031 to 2033.
(4) The weighted average maturity and weighted average interest rate of warehouse financing debt of a CLO warehouse were 1.7 years and 1.7%, respectively, for December 31, 2020. Warehouse financing debt will mature in 2022.
As of December 31, 2020, the CIVs had an unfunded commitment to invest of $6 million.
As of December 31, 2020, the CIVs included forward currency contracts and interest rate swaps with a notional of $11 million and $8 million, respectively, and average notional of $6 million and $4 million, respectively. The fair value of the forward contracts and interest rate swaps recorded on the consolidated balance sheets was de minimis, and the net change in fair value recorded in the consolidated statements of operations for 2020 was a $1 million loss.
The following table shows the information for assets and liabilities of the CIVs measured using the fair value option.
|
|
|
|
|
|
|
As of
|
|
December 31, 2020
|
|
(in millions)
|
Excess of unpaid principal over fair value of CLO loans
|
$
|
1
|
|
Unpaid principal for warehouse financing debt
|
25
|
|
The change in the ISCR of the loans held in the warehouse as of December 31, 2020 that was recorded in the consolidated statement of operations for 2020 was a de minimis gain.
On August 26, 2020, BlueMountain EUR 2021-1 CLO DAC (EUR 2021-1) and AssuredIM, as borrowers, entered into a credit facility with counterparties, pursuant to which EUR 2021-1 and AssuredIM may borrow for purposes of purchasing loans during the CLO warehouse stage. A CLO warehouse is a special purpose vehicle that invests in a diverse portfolio of loans until such time as sufficient loans have been acquired and the market conditions are opportune to issue a new CLO. Under the EUR 2021-1 credit facility, the principal amount may not exceed €140 million (which was equivalent to $171 million as of December 31, 2020). The current available commitment is determined by an advance rate of 70% based on the amount of equity contributed to the warehouse. Based on the current advance rate and amount of equity contributed, the available commitment for EUR 2021-1 as of December 31, 2020 was €21 million (or $26 million). As of December 31, 2020, €20 million (or $25 million) and €1 million (or $1 million) had been drawn under this facility by EUR 2021-1 and AssuredIM, respectively. The ramp up period under the credit facility terminates on August 26, 2021 and the final maturity date is August 25, 2022. During the ramp up period the unpaid principal amounts will bear interest at a rate of 3-month Euribor plus 170 basis points (bps). Thereafter the interest rate increases by 50 bps per quarter until maturity. Accrued interest on all loans will be paid on the last day of the ramp up period or the closing date of the CLO, whichever is earlier, and then quarterly thereafter until maturity, or upon the payment in full by the borrower of all secured obligations, or upon CLO closing, whichever is earlier.
Redeemable Noncontrolling Interests in CIVs
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
|
Year Ended December 31, 2019
|
|
(in millions)
|
Beginning balance
|
$
|
7
|
|
|
$
|
—
|
|
Reallocation of ownership interests
|
(10)
|
|
|
—
|
|
Contributions to investment vehicles
|
25
|
|
|
12
|
|
Distributions from investment vehicles
|
—
|
|
|
(4)
|
|
Net income (loss)
|
(1)
|
|
|
(1)
|
|
December 31,
|
$
|
21
|
|
|
$
|
7
|
|
Effect of Consolidating FG VIEs and CIVs
The effect of consolidating FG VIEs (as opposed to accounting for the related insurance contracts in the Insurance segment), includes (1) the establishment of the FG VIEs assets and liabilities and related changes in fair value on the consolidated financial statement, (2) eliminating the premiums and losses associated with the financial guaranty insurance contracts between the insurance subsidiaries and the FG VIEs, and (3) the investment balances associated with the insurance subsidiaries' purchases of the debt obligations of the FG VIEs.
The effect of consolidating CIVs (as opposed to accounting for them as equity method investments in the Insurance segment) has a significant effect on the presentation of assets, liabilities and cash flows, with only de minimus effect on net income or shareholders' equity attributable to AGL. The economic effect of the Company's ownership interest in CIVs are presented in the Insurance segment as equity in earnings of investees, and as separate line items on a consolidated basis.
The table below reflect the effect of consolidating CIVs and FG VIEs as compared to the presentation of such items on a segment basis.
Effect of Consolidating FG VIEs and CIVs
on the Consolidated Balance Sheets
Increase (Decrease)
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(in millions)
|
Assets
|
|
|
|
Investment portfolio:
|
|
|
|
Fixed-maturity securities and short-term investments (1)
|
$
|
(32)
|
|
|
$
|
(39)
|
|
Equity method investments (2)
|
(254)
|
|
|
(77)
|
|
Other invested assets
|
(2)
|
|
|
—
|
|
Total investments
|
(288)
|
|
|
(116)
|
|
Premiums receivable, net of commissions payable (3)
|
(6)
|
|
|
(7)
|
|
Salvage and subrogation recoverable (3)
|
(9)
|
|
|
(8)
|
|
FG VIEs’ assets, at fair value
|
296
|
|
|
442
|
|
Assets of CIVs
|
1,913
|
|
|
572
|
|
Other assets
|
(3)
|
|
|
—
|
|
Total assets
|
$
|
1,903
|
|
|
$
|
883
|
|
Liabilities and shareholders’ equity
|
|
|
|
Unearned premium reserve (3)
|
$
|
(38)
|
|
|
$
|
(39)
|
|
Loss and LAE reserve (3)
|
(41)
|
|
|
(41)
|
|
FG VIEs’ liabilities with recourse, at fair value
|
316
|
|
|
367
|
|
FG VIEs’ liabilities without recourse, at fair value
|
17
|
|
|
102
|
|
Liabilities of CIVs
|
1,590
|
|
|
482
|
|
Total liabilities
|
1,844
|
|
|
871
|
|
|
|
|
|
Redeemable noncontrolling interests (4)
|
21
|
|
|
7
|
|
|
|
|
|
Retained earnings
|
22
|
|
|
34
|
|
AOCI (5)
|
(25)
|
|
|
(35)
|
|
Total shareholders’ equity attributable to Assured Guaranty Ltd.
|
(3)
|
|
|
(1)
|
|
Nonredeemable noncontrolling interests (4)
|
41
|
|
|
6
|
|
Total shareholders’ equity
|
38
|
|
|
5
|
|
Total liabilities, redeemable noncontrolling interests and shareholders’ equity
|
$
|
1,903
|
|
|
$
|
883
|
|
____________________
(1) Represents the elimination of investment balances related to the insurance subsidiaries' purchases of insured FG VIEs’ debt.
(2) Represents the elimination of the equity method investment related to AGAS and the other subsidiaries' investments in the consolidated AssuredIM Funds.
(3) Represents the elimination of insurance balances related to the insurance subsidiaries' guarantee of FG VIEs’ liabilities with recourse.
(4) Represents the proportion of consolidated AssuredIM Funds that is not owned by AGAS or other subsidiaries.
(5) Represents (a) changes in fair value of the FG VIEs’ liabilities with recourse that are attributable to changes in the Company's own credit risk and (b) elimination of the AOCI related to the insurance subsidiaries' purchases of insured FG VIEs' debt.
Effect of Consolidating FG VIEs and CIVs
on the Consolidated Statements of Operations
Increase (Decrease)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Net earned premiums (1)
|
$
|
(5)
|
|
|
$
|
(18)
|
|
|
$
|
(12)
|
|
Net investment income (2)
|
(5)
|
|
|
(4)
|
|
|
(4)
|
|
Asset management fees (3)
|
(9)
|
|
|
—
|
|
|
—
|
|
Fair value gains (losses) on FG VIEs (4)
|
(10)
|
|
|
42
|
|
|
14
|
|
Fair value gains (losses) on CIVs
|
41
|
|
|
(3)
|
|
|
—
|
|
Loss and LAE (1)
|
3
|
|
|
(20)
|
|
|
(3)
|
|
Other operating expenses
|
4
|
|
|
—
|
|
|
—
|
|
Equity in earnings of investees (5)
|
(28)
|
|
|
2
|
|
|
—
|
|
Effect on income before tax
|
(9)
|
|
|
(1)
|
|
|
(5)
|
|
Less: Tax provision (benefit)
|
(3)
|
|
|
—
|
|
|
(1)
|
|
Effect on net income (loss)
|
(6)
|
|
|
(1)
|
|
|
(4)
|
|
Less: Effect on noncontrolling interests (6)
|
6
|
|
|
(1)
|
|
|
—
|
|
Effect on net income (loss) attributable to AGL
|
$
|
(12)
|
|
|
$
|
—
|
|
|
$
|
(4)
|
|
____________________
(1) Represents the elimination of insurance balances related to the insurance subsidiaries' guarantee of FG VIEs’ liabilities with recourse.
(2) Represents the elimination of investment balances related to the insurance subsidiaries' purchases of insured FG VIEs’ debt.
(3) Represents the elimination of intercompany asset management fees.
(4) Changes in fair value of the FG VIEs’ liabilities with recourse that are attributable to factors other than changes in the Company's own credit risk.
(5) Represents the elimination of the equity in earnings in investees related to AGAS and the other subsidiaries' investments in the consolidated AssuredIM Funds.
(6) Represents the proportion of consolidated AssuredIM Funds that is not owned by AGAS or other subsidiaries.
The fair value gains on CIVs for the year ended December 31, 2020 were attributable to price appreciation on the investments held by the CIVs.
The fair value losses on FG VIEs for 2020 were primarily attributable to observed tightening in market spreads, offset in part by the deconsolidation of an FG VIE. For 2019, the fair value gains on FG VIEs were attributable to higher recoveries on second lien U.S. RMBS FG VIEs' assets. For 2018, the primary driver of the gain in fair value of FG VIEs’ assets and FG VIEs’ liabilities was an increase in the value of the FG VIEs’ assets resulting from improvement in the underlying collateral.
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 original insured financial guaranty insurance or credit derivative contract, the Company classifies the assets and liabilities of those VIEs in the line items that most accurately reflect the nature of the items, as opposed to within the FG VIEs’ assets and FG VIEs’ liabilities. The largest of these VIEs had assets of $96 million and liabilities of $3 million as of December 31, 2020 and assets of $91 million and liabilities of $12 million as of December 31, 2019, primarily recorded in the investment portfolio and credit derivative liabilities on the consolidated balance sheets.
Non-Consolidated VIEs
As described in Note 4, Outstanding Insurance Exposure, the Company monitors all policies in the insured portfolio. Of the approximately 17 thousand policies monitored as of December 31, 2020, approximately 15 thousand policies are not within the scope of FASB Accounting Standards Codification (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 December 31, 2020 and 2019, the Company identified 79 and 90 policies, respectively, that contain
provisions and experienced events that may trigger consolidation. Based on management’s assessment of these potential triggers or events, the Company consolidated 25 and 27 FG VIEs as of December 31, 2020 and December 31, 2019, respectively. The Company’s exposure provided through its financial guaranties with respect to debt obligations of FG VIEs is included within net par outstanding in Note 4, Outstanding Insurance Exposure.
The Company manages funds and CLOs that have been determined to be VIEs, in which the Company concluded that it held no variable interests, through either equity interests held, debt interests held or decision-making fees received by the Asset Management subsidiaries. As such, the Company does not consolidate these entities.
The Company holds variable interests in a VIE which is not consolidated, as it has been determined that the Company is not the primary beneficiary, but in which it holds a significant variable interest. This VIE has $204 million of assets and $9 million of liabilities as of December 31, 2020 and the Company has $77 million maximum exposure to losses relating to this VIE as of December 31, 2020.
11. Fair Value Measurement
The Company carries a significant portion of its assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., exit price). The price represents the price available in the principal market for the asset or liability. If there is no principal market, then the price is based on a hypothetical market that maximizes the value received for an asset or minimizes the amount paid for a liability (i.e., the most advantageous market).
Fair value is based on quoted market prices, where available. If listed prices or quotes are not available, fair value is based on either internally developed models that primarily use, as inputs, market-based or independently sourced market parameters, including but not limited to yield curves, interest rates and debt prices or with the assistance of an independent third-party using a discounted cash flow approach and the third party’s proprietary pricing models. In addition to market information, models also incorporate transaction details, such as maturity of the instrument and contractual features designed to reduce the Company’s credit exposure, such as collateral rights as applicable.
Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality, the Company’s creditworthiness and constraints on liquidity. As markets and products develop and the pricing for certain products becomes more or less transparent, the Company may refine its methodologies and assumptions. During 2020, no changes were made to the Company’s valuation models that had or are expected to have, a material impact on the Company’s consolidated balance sheets or statements of operations and comprehensive income.
The Company’s methods for calculating fair value produce a fair value that may not be indicative of net realizable value or reflective of 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 as follows, with Level 1 being the highest and Level 3 the lowest. An asset's or liability’s categorization 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 from Level 3 into Level 2 during 2020. There was a transfer of a fixed-maturity security from Level 2 into Level 3 during 2019. There were no other transfers into or from Level 3 during the periods presented.
Carried at Fair Value
Fixed-Maturity Securities
The fair value of fixed-maturity securities in the investment portfolio 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 dependent on the asset class and the market conditions. The valuation of fixed-maturity investments is more subjective when markets are less liquid due to the lack of market based inputs.
As of December 31, 2020, the Company used models to price 211 securities, including securities that were purchased or obtained for loss mitigation or other risk management purposes, with a Level 3 fair value of $1,326 million. Most 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 within Level 1 in the fair value hierarchy as their value is based on quoted market prices. Securities such as discount notes are classified within 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 securities traded in active markets that are classified within Level 1 in the fair value hierarchy as their value is based on quoted market prices. Other invested assets also include equity method investments in a healthcare private equity fund, for which fair value is measured at NAV, as a practical expedient and therefore excluded from the fair value hierarchy. The unfunded commitments for this healthcare private equity fund was $98 million as of December 31, 2020. The fund does not have redemptions.
Other Assets
Committed Capital Securities
The fair value of CCS, which is recorded in other assets on the consolidated balance sheets, represents the difference between the present value of remaining expected put option premium payments under AGC’s 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 (see Note 14, Long Term Debt and Credit Facilities). The change in fair value of the AGC CCS and AGM CPS are recorded in other income in the consolidated statements of operations. Fair value changes
on CCS recorded in other income were losses of $1 million in 2020, losses of $22 million in 2019, and gains of $14 million in 2018. The estimated current cost of the Company’s CCS is based on several factors, including AGM and AGC CDS spreads, LIBOR curve projections, the Company's publicly traded debt and the term the securities are estimated to remain outstanding. The AGC CCS and AGM CPS are classified as Level 3 in the fair value hierarchy.
Supplemental Executive Retirement Plans
The Company classifies 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 valued based on the observable published daily values of the underlying mutual fund 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. Change in fair value of these assets is recorded in other operating expenses in the consolidated statement of operations.
Contracts Accounted for as Credit Derivatives
The Company’s credit derivatives 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 recorded in the statement 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 are generally terminated for an amount that approximates 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 December 31, 2020 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 establishment 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 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.
With respect to CDS transactions for which there is an expected claim payment within the next twelve months, the allocation of gross spread reflects a higher allocation to the cost of credit rather than the bank profit component. It is assumed that a bank would be willing to accept a lower profit on distressed transactions in order to remove these transactions from its financial statements.
Market sources determine credit spreads by reviewing new issuance pricing for specific asset classes and receiving price quotes from trading desks for the specific asset in question. Management validates these quotes by cross-referencing quotes received from one market source against quotes received from another market source to ensure reasonableness. In addition, the Company compares the relative change in price quotes received from one quarter to another, with the relative change experienced by published market indices for a specific asset class. Collateral specific spreads obtained from third-party, independent market sources are un-published spread quotes from market participants or market traders who are not trustees. Management obtains this information as the result of direct communication with these sources as part of the valuation process. The following spread hierarchy is utilized in determining which source of gross spread to use.
•Actual collateral specific credit spreads (if up-to-date and reliable market-based spreads are available).
•Transactions priced or closed during a specific quarter within a specific asset class and specific rating.
•Credit spreads interpolated based upon market indices adjusted to reflect the non-standard terms of the Company's CDS contracts.
•Credit spreads extrapolated based upon transactions of similar asset classes, similar ratings, and similar time to maturity.
The rates used to discount future expected premium cash flows ranged from 0.19% to 1.33% at December 31, 2020 and 1.69% to 2.08% at December 31, 2019.
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 mitigating the amount of unrealized gains that are recognized on certain CDS contracts. Given market conditions and the Company’s own credit spreads, approximately 51%, based on fair value, of the Company's CDS contracts were fair valued using this minimum premium as of December 31, 2020. As of December 31, 2019, the corresponding number was de minimis. 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 less 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 its CDS contracts and taking the present value of such amounts discounted at the LIBOR corresponding to the weighted average remaining life of the contract.
Strengths and Weaknesses of Model
The Company’s credit derivative valuation model, like any financial model, has certain strengths and weaknesses.
The primary strengths of the Company’s CDS modeling techniques are:
•The model takes into account the transaction structure and the key drivers of market value.
•The model maximizes the use of market-driven inputs whenever they are available.
•The model is a consistent approach to valuing positions.
The primary weaknesses of the Company’s CDS modeling techniques are:
•There is no exit market or any actual exit transactions; therefore, the Company’s exit market is a hypothetical one based on the Company’s entry market.
•There is a very limited market in which to validate the reasonableness of the fair values developed by the Company’s model.
•The markets for the inputs to the model are highly illiquid, which impacts their reliability.
•Due to the non-standard terms under which the Company enters into derivative contracts, the fair value of its credit derivatives may not reflect the same prices observed in an actively traded market of credit derivatives that do not contain terms and conditions similar to those observed in the financial guaranty market.
Fair Value Option on FG VIEs’ Assets and Liabilities
The Company elected the fair value option for the FG VIEs’ assets and liabilities and classifies them as Level 3 in the fair value hierarchy. The prices are generally determined with the assistance of an independent third party, based on a discounted cash flow approach. The FG VIEs issued securities typically collateralized by first lien and second lien RMBS.
The fair value of the Company’s 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 market value of the FG VIEs’ assets and the implied collateral losses within the transaction. In general, the fair value of the FG VIEs’ assets is most sensitive to changes in the projected collateral losses, where an increase in collateral losses typically could lead to a decrease in the fair value of FG VIEs’ assets, while a decrease in collateral losses typically leads to an increase in the fair value of FG VIEs’ assets.
The third-party utilizes an internal model to determine an appropriate yield at which to discount the cash flows of the security, by factoring in collateral types, weighted-average lives, and other structural attributes specific to the security being priced. The expected yield is further calibrated by utilizing algorithms designed to aggregate market color, received by the independent third-party, on comparable bonds.
The models used to price the FG VIEs’ liabilities 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.
Significant changes to any of the inputs described above could have materially changed the timing of expected losses within the 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.
Assets and Liabilities of CIVs
Due to the fact that AssuredIM manages and, in most cases, AGAS has an investment in certain AssuredIM Funds, the Company consolidated several AssuredIM Funds, CLOs and CLO warehouses (collectively, the CIVs). Substantially all assets and liabilities of CIVs are accounted for at fair value. See Note 10, Variable Interest Entities.
The consolidated CLOs are CFEs, and therefore, the debt issued by, and loans held by, the consolidated CLOs are measured at fair value under the CFE practical expedient. The loans are all Level 2 assets, which are more observable than the fair value of the Level 3 debt issued by the consolidated CLOs. As a result, the less observable CLO debt will be 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 (a) the fair value of the financial assets, and (b) the carrying value of any nonfinancial assets held temporarily, less (2) the sum of (c) the fair value of any beneficial interests retained by the Company (other than those that represent compensation for services), and (d) 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 beneficial interests retained by the Company). Prior to securitization, when loans are warehoused in an investment vehicle, such vehicle is not considered a CFE, as is the case for EUR 2021-1. The loans held, and the debt issued by EUR 2021-1 are recorded at fair value under the fair value option.
Investments in 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. 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 investment companies are generally valued, as a practical expedient, utilizing the net asset valuation.
Assets of the consolidated CLOs and certain assets of the consolidated funds are Level 2. Derivative assets and/or liabilities are classified as Level 2. The remainder of the invested assets of consolidated funds are Level 3. Liabilities include various tranches of CLO debt, which are classified as Level 3, securities sold short, which are classified as Level 2, and fair value option warehouse financing debt used to fund CLO warehouse, which is Level 2 in the fair value hierarchy. Significant changes to any of the inputs described above could have a material effect on the fair value of the consolidated assets and liabilities.
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 December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Hierarchy
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
(in millions)
|
Assets:
|
|
|
|
|
|
|
|
Investment portfolio, available-for-sale:
|
|
|
|
|
|
|
|
Fixed-maturity securities
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions
|
$
|
3,991
|
|
|
$
|
—
|
|
|
$
|
3,890
|
|
|
$
|
101
|
|
U.S. government and agencies
|
162
|
|
|
—
|
|
|
162
|
|
|
—
|
|
Corporate securities
|
2,513
|
|
|
—
|
|
|
2,483
|
|
|
30
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
RMBS
|
566
|
|
|
—
|
|
|
311
|
|
|
255
|
|
CMBS
|
387
|
|
|
—
|
|
|
387
|
|
|
—
|
|
Asset-backed securities
|
981
|
|
|
—
|
|
|
41
|
|
|
940
|
|
Non-U.S. government securities
|
173
|
|
|
—
|
|
|
173
|
|
|
—
|
|
Total fixed-maturity securities
|
8,773
|
|
|
—
|
|
|
7,447
|
|
|
1,326
|
|
Short-term investments
|
851
|
|
|
786
|
|
|
65
|
|
|
—
|
|
Other invested assets (1)
|
15
|
|
|
10
|
|
|
—
|
|
|
5
|
|
FG VIEs’ assets, at fair value
|
296
|
|
|
—
|
|
|
—
|
|
|
296
|
|
Assets of CIVs (2):
|
|
|
|
|
|
|
|
Fund investments
|
|
|
|
|
|
|
|
Corporate securities
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
Equity securities and warrants
|
10
|
|
|
—
|
|
|
8
|
|
|
2
|
|
Structured products
|
39
|
|
|
—
|
|
|
39
|
|
|
—
|
|
Obligations of state and political subdivisions
|
61
|
|
|
—
|
|
|
61
|
|
|
—
|
|
CLO investments
|
|
|
|
|
|
|
|
Loans
|
1,461
|
|
|
—
|
|
|
1,461
|
|
|
—
|
|
Short-term investments
|
139
|
|
|
139
|
|
|
—
|
|
|
—
|
|
Total assets of CIVs
|
1,719
|
|
|
139
|
|
|
1,578
|
|
|
2
|
|
Other assets
|
145
|
|
|
42
|
|
|
48
|
|
|
55
|
|
Total assets carried at fair value
|
$
|
11,799
|
|
|
$
|
977
|
|
|
$
|
9,138
|
|
|
$
|
1,684
|
|
Liabilities:
|
|
|
|
|
|
|
|
Credit derivative liabilities
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
103
|
|
FG VIEs’ liabilities with recourse, at fair value
|
316
|
|
|
—
|
|
|
—
|
|
|
316
|
|
FG VIEs’ liabilities without recourse, at fair value
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
Liabilities of CIVs:
|
|
|
|
|
|
|
|
CLO obligations of CFE
|
1,227
|
|
|
—
|
|
|
—
|
|
|
1,227
|
|
Warehouse financing debt
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
Securities sold short
|
47
|
|
|
—
|
|
|
47
|
|
|
—
|
|
Total liabilities of CIVs
|
1,299
|
|
|
—
|
|
|
72
|
|
|
1,227
|
|
Other liabilities
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Total liabilities carried at fair value
|
$
|
1,736
|
|
|
$
|
—
|
|
|
$
|
73
|
|
|
$
|
1,663
|
|
Fair Value Hierarchy of Financial Instruments Carried at Fair Value
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Hierarchy
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
(in millions)
|
Assets:
|
|
|
|
|
|
|
|
Investment portfolio, available-for-sale:
|
|
|
|
|
|
|
|
Fixed-maturity securities
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions
|
$
|
4,340
|
|
|
$
|
—
|
|
|
$
|
4,233
|
|
|
$
|
107
|
|
U.S. government and agencies
|
147
|
|
|
—
|
|
|
147
|
|
|
—
|
|
Corporate securities
|
2,221
|
|
|
—
|
|
|
2,180
|
|
|
41
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
RMBS
|
775
|
|
|
—
|
|
|
467
|
|
|
308
|
|
CMBS
|
419
|
|
|
—
|
|
|
419
|
|
|
—
|
|
Asset-backed securities
|
720
|
|
|
—
|
|
|
62
|
|
|
658
|
|
Non-U.S. government securities
|
232
|
|
|
—
|
|
|
232
|
|
|
—
|
|
Total fixed-maturity securities
|
8,854
|
|
|
—
|
|
|
7,740
|
|
|
1,114
|
|
Short-term investments
|
1,268
|
|
|
1,061
|
|
|
207
|
|
|
—
|
|
Other invested assets (1)
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
FG VIEs’ assets, at fair value
|
442
|
|
|
—
|
|
|
—
|
|
|
442
|
|
Assets of CIVs:
|
|
|
|
|
|
|
|
Fund investments
|
|
|
|
|
|
|
|
Corporate securities
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
Equity securities and warrants
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
CLO investments
|
|
|
|
|
|
|
|
Loans
|
494
|
|
|
—
|
|
|
494
|
|
|
—
|
|
Total assets of CIVs
|
558
|
|
|
—
|
|
|
494
|
|
|
64
|
|
Other assets
|
135
|
|
|
32
|
|
|
45
|
|
|
58
|
|
Total assets carried at fair value
|
$
|
11,263
|
|
|
$
|
1,093
|
|
|
$
|
8,486
|
|
|
$
|
1,684
|
|
Liabilities:
|
|
|
|
|
|
|
|
Credit derivative liabilities
|
$
|
191
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
191
|
|
FG VIEs’ liabilities with recourse, at fair value
|
367
|
|
|
—
|
|
|
—
|
|
|
367
|
|
FG VIEs’ liabilities without recourse, at fair value
|
102
|
|
|
—
|
|
|
—
|
|
|
102
|
|
Liabilities of CIVs
|
|
|
|
|
|
|
|
CLO obligations of CFE
|
481
|
|
|
—
|
|
|
—
|
|
|
481
|
|
Total liabilities carried at fair value
|
$
|
1,141
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,141
|
|
____________________
(1) Includes Level 3 mortgage loans that are recorded at fair value on a non-recurring basis. Excludes $91 million of equity method investments measured at NAV as a practical expedient as of December 31, 2020.
(2) Excludes $8 million of investments measured at NAV as a practical expedient.
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 the years ended December 31, 2020 and 2019.
Rollforward of Level 3 Assets
At Fair Value on a Recurring Basis
Year Ended December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-Maturity Securities
|
|
|
|
Assets of CIVs
|
|
|
|
|
Obligations
of State and
Political
Subdivisions
|
|
Corporate Securities
|
|
RMBS
|
|
Asset-
Backed
Securities
|
|
FG VIEs’
Assets at
Fair
Value
|
|
Corporate Securities
|
|
Equity Securities and Warrants
|
|
Structured Products
|
|
Other
(7)
|
|
|
(in millions)
|
Fair value as of December 31, 2019
|
$
|
107
|
|
|
$
|
41
|
|
|
$
|
308
|
|
|
$
|
658
|
|
|
$
|
442
|
|
|
$
|
47
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
55
|
|
|
Total pretax realized and unrealized gains/(losses) recorded in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
5
|
|
(1)
|
(6)
|
|
(1)
|
15
|
|
(1)
|
25
|
|
(1)
|
(70)
|
|
(2)
|
2
|
|
(4)
|
7
|
|
(4)
|
3
|
|
(4)
|
(1)
|
|
(3)
|
Other comprehensive income (loss)
|
(8)
|
|
|
(5)
|
|
|
(22)
|
|
|
(7)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
384
|
|
|
—
|
|
|
5
|
|
|
128
|
|
|
17
|
|
|
—
|
|
|
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
(102)
|
|
|
—
|
|
|
(54)
|
|
|
(150)
|
|
|
(20)
|
|
|
—
|
|
|
Settlements
|
(3)
|
|
|
—
|
|
|
(46)
|
|
|
(17)
|
|
|
(83)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
VIE consolidations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
VIE deconsolidations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Fair value as of December 31, 2020
|
$
|
101
|
|
|
$
|
30
|
|
|
$
|
255
|
|
|
$
|
940
|
|
|
$
|
296
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
54
|
|
|
Change in unrealized gains/(losses) included in earnings related to financial instruments held as of December 31, 2020
|
|
|
|
|
|
|
|
|
$
|
7
|
|
(2)
|
$
|
—
|
|
(4)
|
$
|
(2)
|
|
(4)
|
$
|
—
|
|
(4)
|
$
|
(1)
|
|
(3)
|
Change in unrealized gains/(losses) included in OCI related to financial instruments held as of December 31, 2020
|
$
|
(8)
|
|
|
$
|
(5)
|
|
|
$
|
(20)
|
|
|
$
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
Rollforward of Level 3 Liabilities
At Fair Value on a Recurring Basis
Year Ended December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FG VIEs’ Liabilities, at Fair Value
|
|
|
|
|
Credit
Derivative
Asset
(Liability),
net (5)
|
|
With Recourse
|
|
Without Recourse
|
|
Liabilities of CIVs
|
|
|
(in millions)
|
|
Fair value as of December 31, 2019
|
$
|
(185)
|
|
|
$
|
(367)
|
|
|
$
|
(102)
|
|
|
$
|
(481)
|
|
|
Total pretax realized and unrealized gains/(losses) recorded in:
|
|
|
|
|
|
|
|
|
Net income (loss)
|
81
|
|
(6)
|
|
(15)
|
|
(2)
|
|
72
|
|
(2)
|
|
(8)
|
|
(4)
|
|
Other comprehensive income (loss)
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
Issuances
|
—
|
|
|
—
|
|
|
—
|
|
|
(738)
|
|
|
Settlements
|
4
|
|
|
61
|
|
|
16
|
|
|
—
|
|
|
VIE consolidations
|
—
|
|
|
(16)
|
|
|
(3)
|
|
|
—
|
|
|
VIE deconsolidations
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
Fair value as of December 31, 2020
|
$
|
(100)
|
|
|
$
|
(316)
|
|
|
$
|
(17)
|
|
|
$
|
(1,227)
|
|
|
Change in unrealized gains/(losses) included in earnings related to financial instruments held as of December 31, 2020
|
$
|
87
|
|
(6)
|
|
$
|
(14)
|
|
(2)
|
|
$
|
(3)
|
|
(2)
|
|
$
|
(8)
|
|
(4)
|
|
Change in unrealized gains/(losses) included in OCI related to financial instruments held as of December 31, 2020
|
|
|
$
|
9
|
|
|
|
|
|
|
Rollforward of Level 3 Assets
At Fair Value on a Recurring Basis
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-Maturity Securities
|
|
|
|
Assets of CIVs
|
|
|
|
Obligations
of State and
Political
Subdivisions
|
|
Corporate Securities
|
|
RMBS
|
|
Asset-
Backed
Securities
|
|
FG VIEs’
Assets at
Fair
Value
|
|
Corporate Securities
|
|
Equity Securities and Warrants
|
|
Other
(7)
|
|
|
(in millions)
|
Fair value as of December 31, 2018
|
$
|
99
|
|
|
$
|
56
|
|
|
$
|
309
|
|
|
$
|
947
|
|
|
$
|
569
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77
|
|
|
Total pretax realized and unrealized gains/(losses) recorded in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
6
|
|
(1)
|
|
(8)
|
|
(1)
|
|
17
|
|
(1)
|
|
58
|
|
(1)
|
|
68
|
|
(2)
|
|
—
|
|
|
—
|
|
|
(22)
|
|
(3)
|
|
Other comprehensive income (loss)
|
(1)
|
|
|
(7)
|
|
|
25
|
|
|
(91)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Purchases
|
6
|
|
|
—
|
|
|
11
|
|
|
20
|
|
|
—
|
|
|
47
|
|
|
17
|
|
|
—
|
|
|
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
(29)
|
|
|
(51)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Settlements
|
(3)
|
|
|
—
|
|
|
(54)
|
|
|
(248)
|
|
|
(139)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
VIE consolidation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
VIE deconsolidations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Fair value as of December 31, 2019
|
$
|
107
|
|
|
$
|
41
|
|
|
$
|
308
|
|
|
$
|
658
|
|
|
$
|
442
|
|
|
$
|
47
|
|
|
$
|
17
|
|
|
$
|
55
|
|
|
Change in unrealized gains/(losses) included in earnings related to financial instruments held as of December 31, 2019
|
|
|
|
|
|
|
|
|
$
|
77
|
|
(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(22)
|
|
(3)
|
|
Change in unrealized gains/(losses) included in OCI related to financial instruments held as of December 31, 2019
|
$
|
—
|
|
|
$
|
(7)
|
|
|
$
|
25
|
|
|
$
|
15
|
|
|
|
|
|
|
|
|
|
|
Rollforward of Level 3 Liabilities
At Fair Value on a Recurring Basis
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FG VIEs’ Liabilities, at Fair Value
|
|
|
|
|
Credit
Derivative
Asset
(Liability),
net (5)
|
|
With Recourse
|
|
Without Recourse
|
|
Liabilities of CIVs
|
|
|
(in millions)
|
|
Fair value as of December 31, 2018
|
$
|
(207)
|
|
|
$
|
(517)
|
|
|
$
|
(102)
|
|
|
$
|
—
|
|
|
Total pretax realized and unrealized gains/(losses) recorded in:
|
|
|
|
|
|
|
|
|
Net income (loss)
|
(6)
|
|
(6)
|
|
(32)
|
|
(2)
|
|
(9)
|
|
(2)
|
|
(9)
|
|
(4)
|
|
Other comprehensive income (loss)
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
Issuances
|
—
|
|
|
—
|
|
|
—
|
|
|
(472)
|
|
|
Settlements
|
28
|
|
|
173
|
|
|
8
|
|
|
—
|
|
|
VIE consolidations
|
—
|
|
|
(5)
|
|
|
(1)
|
|
|
—
|
|
|
VIE deconsolidations
|
—
|
|
|
9
|
|
|
2
|
|
|
—
|
|
|
Fair value as of December 31, 2019
|
$
|
(185)
|
|
|
$
|
(367)
|
|
|
$
|
(102)
|
|
|
$
|
(481)
|
|
|
Change in unrealized gains/(losses) included in earnings related to financial instruments held as of December 31, 2019
|
$
|
3
|
|
(6)
|
|
$
|
(31)
|
|
(2)
|
|
$
|
(17)
|
|
(2)
|
|
$
|
(9)
|
|
(4)
|
|
Change in unrealized gains/(losses) included in OCI related to financial instruments held as of December 31, 2019
|
|
|
$
|
5
|
|
|
|
|
|
|
____________________
(1)Included in net realized investment gains (losses) and net investment income.
(2)Included in fair value gains (losses) on FG VIEs.
(3)Recorded in net investment income and other income.
(4)Recorded in fair value gains (losses) on consolidated investment vehicles.
(5)Represents the net position of credit derivatives. Credit derivative assets (recorded in other assets) and credit derivative liabilities (presented as a separate line item) are shown as either assets or liabilities in the consolidated balance sheet based on net exposure by transaction.
(6)Reported in net change in fair value of credit derivatives.
(7)Includes CCS and other invested assets.
Level 3 Fair Value Disclosures
Quantitative Information About Level 3 Fair Value Inputs
At December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Instrument Description
|
|
Fair Value at December 31, 2020 (in millions)
|
|
Significant Unobservable Inputs
|
|
Range
|
|
Weighted Average (4)
|
Assets (2):
|
|
|
|
|
|
|
|
|
|
|
Fixed-maturity securities (1):
|
|
|
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions
|
|
$
|
101
|
|
|
Yield
|
|
6.4
|
%
|
-
|
33.4%
|
|
12.8%
|
|
|
|
|
|
|
|
|
|
|
|
Corporate security
|
|
30
|
|
|
Yield
|
|
42.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMBS
|
|
255
|
|
|
CPR
|
|
0.4
|
%
|
-
|
30.0%
|
|
7.1%
|
|
|
CDR
|
|
1.5
|
%
|
-
|
9.9%
|
|
6.0%
|
|
|
Loss severity
|
|
45.0
|
%
|
-
|
125.0%
|
|
83.6%
|
|
|
Yield
|
|
3.7
|
%
|
-
|
5.9%
|
|
4.5%
|
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
Life insurance transactions
|
|
367
|
|
|
Yield
|
|
5.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLOs
|
|
532
|
|
|
Discount Margin
|
|
0.1
|
%
|
-
|
3.1%
|
|
1.9%
|
|
|
|
|
|
|
|
|
|
|
|
Others
|
|
41
|
|
|
Yield
|
|
2.6
|
%
|
-
|
9.0%
|
|
9.0%
|
|
|
|
|
|
|
|
|
|
|
|
FG VIEs’ assets, at fair value (1)
|
|
296
|
|
|
CPR
|
|
0.9
|
%
|
-
|
19.0%
|
|
9.4%
|
|
|
CDR
|
|
1.9
|
%
|
-
|
26.6%
|
|
6.0%
|
|
|
Loss severity
|
|
45.0
|
%
|
-
|
100.0%
|
|
81.5%
|
|
|
Yield
|
|
1.9
|
%
|
-
|
6.0%
|
|
4.8%
|
|
|
|
|
|
|
|
|
|
|
|
Assets of CIVs (3)
|
|
|
|
|
|
|
|
|
|
|
Equity securities and warrants
|
|
2
|
|
|
Yield
|
|
9.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets (1)
|
|
52
|
|
|
Implied Yield
|
|
3.4
|
%
|
-
|
4.2%
|
|
3.8%
|
|
|
Term (years)
|
|
10 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Instrument Description(1)
|
|
Fair Value at December 31, 2020 (in millions)
|
|
Significant Unobservable Inputs
|
|
Range
|
|
Weighted Average (4)
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit derivative liabilities, net
|
|
$
|
(100)
|
|
|
Year 1 loss estimates
|
|
0.0
|
%
|
-
|
85.0%
|
|
1.9%
|
|
|
Hedge cost (in bps)
|
|
19.0
|
-
|
99.0
|
|
32.0
|
|
|
Bank profit (in bps)
|
|
47.0
|
-
|
329.0
|
|
93.0
|
|
|
Internal floor (in bps)
|
|
15.0
|
-
|
30.0
|
|
21.0
|
|
|
Internal credit rating
|
|
AAA
|
-
|
CCC
|
|
AA-
|
|
|
|
|
|
|
|
|
|
|
|
FG VIEs’ liabilities, at fair value
|
|
(333)
|
|
|
CPR
|
|
0.9
|
%
|
-
|
19.0%
|
|
9.4%
|
|
|
CDR
|
|
1.9
|
%
|
-
|
26.6%
|
|
6.0%
|
|
|
Loss severity
|
|
45.0
|
%
|
-
|
100.0%
|
|
81.5%
|
|
|
Yield
|
|
1.9
|
%
|
-
|
6.2%
|
|
3.8%
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities of CIVs:
|
|
|
|
|
|
|
|
|
|
|
CLO obligations of CFE (5)
|
|
(1,227)
|
|
|
Yield
|
|
2.2
|
%
|
-
|
15.2%
|
|
2.5%
|
____________________
(1) Discounted cash flow is used as the primary valuation technique.
(2) Excludes several investments recorded in other invested assets with a fair value of $5 million.
(3) The primary inputs to the valuation are recent market transaction prices, supported by market multiples and yield/discount rates.
(4) Weighted average is calculated as a percentage of current par outstanding for all categories except for assets of CIVs, where it is calculated as a percentage of fair value.
(5) See CFE fair value methodology described above for consolidated CLOs.
Quantitative Information About Level 3 Fair Value Inputs
At December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Instrument Description
|
|
Fair Value at December 31, 2019 (in millions)
|
|
Significant Unobservable Inputs
|
|
Range
|
|
Weighted Average as a Percentage of Current Par Outstanding
|
Assets (2):
|
|
|
|
|
|
|
|
|
|
|
Fixed-maturity securities (1):
|
|
|
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions
|
|
$
|
107
|
|
|
Yield
|
|
4.5
|
%
|
-
|
31.1%
|
|
8.5%
|
|
|
|
|
|
|
|
|
|
|
|
Corporate security
|
|
41
|
|
|
Yield
|
|
35.9%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMBS
|
|
308
|
|
|
CPR
|
|
2.0
|
%
|
-
|
15.0%
|
|
6.3%
|
|
|
CDR
|
|
1.5
|
%
|
-
|
7.0%
|
|
4.9%
|
|
|
Loss severity
|
|
40.0
|
%
|
-
|
125.0%
|
|
78.8%
|
|
|
Yield
|
|
3.7
|
%
|
-
|
6.1%
|
|
4.8%
|
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
Life insurance transactions
|
|
350
|
|
|
Yield
|
|
5.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLOs/TruPS
|
|
256
|
|
|
Yield
|
|
2.5
|
%
|
-
|
4.1%
|
|
2.9%
|
|
|
|
|
|
|
|
|
|
|
|
Others
|
|
52
|
|
|
Yield
|
|
2.3
|
%
|
-
|
9.4%
|
|
9.3%
|
|
|
|
|
|
|
|
|
|
|
|
FG VIEs’ assets, at fair value (1)
|
|
442
|
|
|
CPR
|
|
0.1
|
%
|
-
|
18.6%
|
|
8.6%
|
|
|
CDR
|
|
1.2
|
%
|
-
|
24.7%
|
|
4.9%
|
|
|
Loss severity
|
|
40.0
|
%
|
-
|
100.0%
|
|
76.1%
|
|
|
Yield
|
|
3.0
|
%
|
-
|
8.4%
|
|
5.2%
|
|
|
|
|
|
|
|
|
|
|
|
Assets of CIVs (3)
|
|
|
|
|
|
|
|
|
|
|
Corporate securities
|
|
47
|
|
Discount rate
|
|
16.0
|
%
|
-
|
28.0%
|
|
21.5%
|
|
|
Market multiple - enterprise/revenue value
|
|
0.5x
|
|
|
|
|
Market multiple - enterprise/EBITDA (4)
|
|
9.5x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities and warrants
|
|
17
|
|
|
Discount rate
|
|
16.0
|
%
|
-
|
28.0%
|
|
20.8%
|
|
|
Market multiple - enterprise/revenue value
|
|
0.5x
|
|
|
|
|
Market multiple - enterprise/EBITDA
|
|
9.5x
|
|
|
|
|
Yield
|
|
12.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets (1)
|
|
52
|
|
|
Implied Yield
|
|
5.1
|
%
|
-
|
5.8%
|
|
5.5%
|
|
|
|
Term (years)
|
|
10 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Instrument Description(1)
|
|
Fair Value at December 31, 2019 (in millions)
|
|
Significant Unobservable Inputs
|
|
Range
|
|
Weighted Average as a Percentage of Current Par Outstanding
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit derivative liabilities, net
|
|
$
|
(185)
|
|
|
Year 1 loss estimates
|
|
0.0
|
%
|
-
|
46.0%
|
|
1.3%
|
|
|
Hedge cost (in bps)
|
|
5.0
|
-
|
31.0
|
|
11.0
|
|
|
Bank profit (in bps)
|
|
51.0
|
-
|
212.0
|
|
76.0
|
|
|
Internal floor (in bps)
|
|
30.0
|
|
|
|
|
Internal credit rating
|
|
AAA
|
-
|
CCC
|
|
AA-
|
|
|
|
|
|
|
|
|
|
|
|
FG VIEs’ liabilities, at fair value
|
|
(469)
|
|
|
CPR
|
|
0.1
|
%
|
-
|
18.6%
|
|
8.6%
|
|
|
CDR
|
|
1.2
|
%
|
-
|
24.7%
|
|
4.9%
|
|
|
Loss severity
|
|
40.0
|
%
|
-
|
100.0%
|
|
76.1%
|
|
|
Yield
|
|
2.7
|
%
|
-
|
8.4%
|
|
4.2%
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities of CIVs:
|
|
|
|
|
|
|
|
|
|
|
CLO obligations of CFE
|
|
(481)
|
|
|
Yield
|
|
10.0%
|
|
|
____________________
(1) Discounted cash flow is used as the primary valuation technique.
(2) Excludes several investments recorded in other invested assets with a fair value of $6 million.
(3) The primary inputs to the valuation are recent market transaction prices, supported by market multiples and yields/discount rates.
(4) Earnings before interest, taxes, depreciation, and amortization.
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, as well as prices observed in the credit derivative market with an adjustment for illiquidity so that the terms would be similar to a financial guaranty insurance contract, 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.
Due From/To Brokers and Counterparties
Due from/to brokers and counterparties primarily consists of cash, margin deposits, and 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 represent balances on a net-by counterparty basis on the consolidated balance sheet 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.
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 December 31, 2020
|
|
As of December 31, 2019
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
(in millions)
|
Assets (liabilities):
|
|
|
|
|
|
|
|
Other invested assets
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Other assets (1)
|
83
|
|
|
83
|
|
|
97
|
|
|
97
|
|
Financial guaranty insurance contracts (2)
|
(2,464)
|
|
|
(3,882)
|
|
|
(2,714)
|
|
|
(4,013)
|
|
Long-term debt
|
(1,224)
|
|
|
(1,561)
|
|
|
(1,235)
|
|
|
(1,573)
|
|
Other liabilities (1)
|
(27)
|
|
|
(27)
|
|
|
(14)
|
|
|
(14)
|
|
Assets (liabilities) of CIVs:
|
|
|
|
|
|
|
|
Due from brokers and counterparties
|
52
|
|
|
52
|
|
|
—
|
|
|
—
|
|
Due to brokers and counterparties
|
(290)
|
|
|
(290)
|
|
|
—
|
|
|
—
|
|
____________________
(1) The Company's other assets and other liabilities consist of: accrued interest, management fees receivables, promissory note receivable, receivables for securities sold and payables for securities purchased, for which the carrying value approximates fair value.
(2) 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.
12. Asset Management Fees
Management and CLO fees are derived from providing professional services to manage investment funds and CLOs. Investment management services are satisfied over time as the services are provided and are typically based on a percentage of the value of the client’s assets under management (AUM). Performance fee revenue fluctuates from period to period and may not correlate with general market changes.
The Company receives a management fee in exchange for providing investment advisory and management services. These annual management fees are generally as follows.
•Fees range from 0.70% to 2.00% per annum calculated on either the beginning of the month or quarter, or month-end NAV or other relevant basis (e.g. committed capital) of the respective funds.
•For the Company's management or servicing of the AssuredIM CLOs the Company receives, generally 0.25% to 0.50% (combined senior investment management fee and subordinated investment management fee) per annum based on NAV, and 20% per annum of the remaining interest proceeds and principal proceeds after the incentive management fee threshold has been satisfied. The portion of these fees that pertains to the investment by AssuredIM Funds is typically rebated to the AssuredIM Funds. In addition, the COVID-19 pandemic and resulting volatility and downgrades in loan markets have triggered over-collateralization provisions in CLOs resulting in deferral of certain management fees.
The Company may waive some or the entire management fee with respect to any investor. Certain current and former employees of the Company who have investments in the AssuredIM Funds are not charged any management fees.
In accordance with the investment management agreements, and by serving as the general partner, managing member or managing general partner, the Company also receives performance fees and carried interest. Performance fee revenues are generated on certain management contracts when performance hurdles are achieved. Annual performance fee rates are generally as follows:
•Range from 10% to 20% of the net profits in excess of the high-water mark for the respective fund, or
•Range from 18% to 30% of the total cash received by investors in excess of certain benchmarks, or
•30% of the net profits in excess of the high-water mark and a credit for management fees.
The general partner has the right, in its sole discretion, to require certain AssuredIM Funds to distribute to the general partner an amount equal to its presumed tax liability attributable to the allocated taxable income relating to performance fees with respect to such fiscal year and are contractually not subject to clawback. There were no tax distributions recorded during 2020 and 2019. The Company may waive some or all of the performance fees with respect to any investor. Certain current and former employees of the Company who have investments in the AssuredIM Funds are not charged any performance fees.
Accounting Policy
Management, CLO and performance fees earned by AssuredIM are accounted for as contracts with customers. An entity may recognize revenue when the contractual performance criteria have been met and only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. Given the uniqueness of each fee arrangement, performance fee contracts are evaluated on an individual basis to determine the timing of revenue recognition.
Components of Asset Management Fees
The following table presents the sources of asset management fees on a consolidated basis. The year ended December 31, 2019 amounts presented in this note reflect only one quarter of activity from October 1, 2019, the BlueMountain Acquisition date, through December 31, 2019.
Asset Management Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
|
Year Ended December 31, 2019
|
|
(in millions)
|
Management fees:
|
|
|
|
CLOs (1)
|
$
|
21
|
|
|
$
|
3
|
|
Opportunity funds and liquid strategies
|
8
|
|
|
2
|
|
Wind-down funds
|
25
|
|
|
13
|
|
Total management fees
|
54
|
|
|
18
|
|
Performance fees
|
—
|
|
|
4
|
|
Reimbursable fund expenses
|
35
|
|
|
—
|
|
Total asset management fees
|
$
|
89
|
|
|
$
|
22
|
|
_____________________
(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 compensation earned from the CLOs. Gross management fees from CLOs before rebates were $40 million in 2020 and $11 million in 2019.
The Company had management and performance fees receivable, which are included in other assets on the consolidated balance sheets, of $5 million as of December 31, 2020 and $9 million as of December 31, 2019. The Company had no unearned revenues as of December 31, 2020 and December 31, 2019.
13. Goodwill and Other Intangible Assets
Accounting Policy
As a result of the BlueMountain Acquisition, the Company recognized an asset for goodwill representing the excess of cost over the net fair value of assets and liabilities acquired, which was assigned to the Asset Management reporting unit or segment. The AssuredIM entities represent the entirety of the segment. Once goodwill is assigned to a reporting unit, all of the activities within the reporting unit, whether acquired or organically grown, are available to support the value of the goodwill.
The Company tests goodwill for impairment annually, as of December 31, or more frequently if circumstances indicate an impairment may have occurred. The goodwill impairment analysis is performed at the reporting unit level which is equal to the Company's operating segment level. If, after assessing qualitative factors, the Company believes that it is more likely than
not that the fair value of the reporting unit is less than its carrying amount, the Company will evaluate impairment quantitatively to determine and record the amount of goodwill impairment as the excess of the carrying amount of the reporting unit over its fair value. Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including the Company’s interpretation of current economic indicators and market valuations, and assumptions about the Company’s strategic plans with regard to its operations. Due to the uncertainties associated with such estimates, actual results could differ from such estimates.
The Company’s ability to raise third-party funds and increase and retain AUM is directly related to the performance of the assets it manages as measured against market averages and the performance of the Company’s competitors, and if it performs worse during the COVID-19 pandemic than its competitors, that could impede its ability to raise funds, seek investors and hire and retain professionals, and may lead to an impairment of goodwill. The Company’s goodwill impairment assessment is sensitive to the Company's assumptions of discount rates, market multiples, projections of AUM growth, and other factors, which may vary.
The Company's finite-lived intangible assets consist primarily of contractual rights to earn future asset management fees from the acquired management and CLO contracts as well as a CLO distribution network. Such finite-lived intangible assets were recorded at fair value on the date of acquisition and are amortized over their estimated useful lives. The Company assesses finite-lived intangible assets for impairment if certain events occur or circumstances change indicating that the carrying amount of the intangible asset may not be recoverable. The carrying amount is deemed unrecoverable if it is greater than the sum of undiscounted cash flows expected to result from use and eventual disposition of the finite-lived intangible asset. If deemed unrecoverable, the Company records an impairment loss for the excess of the carrying amount over fair value.
The Company's indefinite-lived intangible assets consist of the value of insurance licenses acquired in prior business combinations. The Company assesses indefinite-lived intangible assets for impairment annually or more frequently if circumstances indicate an impairment may have occurred. If a qualitative assessment reveals that it is more-likely-than-not that the asset is impaired, the Company calculates an updated fair value.
The following table summarizes the carrying value for the Company's goodwill and other intangible assets:
Goodwill and Other Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Amortization Period as of
|
|
As of December 31
|
|
December 31, 2020
|
|
2020
|
|
2019
|
|
|
|
(in millions)
|
Goodwill (1)
|
|
|
$
|
117
|
|
|
$
|
117
|
|
Finite-lived intangible assets:
|
|
|
|
|
|
CLO contracts
|
7.8 years
|
|
42
|
|
|
42
|
|
Investment management contracts
|
3.5 years
|
|
24
|
|
|
24
|
|
CLO distribution network
|
3.8 years
|
|
9
|
|
|
9
|
|
Trade name
|
8.8 years
|
|
3
|
|
|
3
|
|
Favorable sublease
|
3.2 years
|
|
1
|
|
|
1
|
|
Lease-related intangibles
|
6.2 years
|
|
3
|
|
|
3
|
|
Finite-lived intangible assets, gross
|
6.2 years
|
|
82
|
|
|
82
|
|
Accumulated amortization
|
|
|
(18)
|
|
|
(5)
|
|
Finite-lived intangible assets, net
|
|
|
64
|
|
|
77
|
|
Licenses (indefinite-lived)
|
|
|
22
|
|
|
22
|
|
Total goodwill and other intangible assets
|
|
|
$
|
203
|
|
|
$
|
216
|
|
_____________________
(1) Includes goodwill allocated to the European subsidiaries of BlueMountain. The balance changes due to foreign currency translation. The amount of goodwill deductible for tax purposes was approximately $107 million as of December 31, 2020 and $115 million as of December 31, 2019.
Goodwill and substantially all finite-lived intangible assets relate to AssuredIM. To date, there have been no impairments of goodwill or intangible assets. Amortization expense, which is recorded in other operating expenses in the consolidated statements of operations, associated with finite-lived intangible assets was $13 million for the year ended December 31, 2020, and $3 million in 2019. For 2018, amortization expense was de minimis.
On February 24, 2021, the Company received the last regulatory approval required to merge MAC with and into AGM, with AGM as the surviving company. The merger is expected to be effective on April 1, 2021. Upon the merger all direct insurance policies issued by MAC would become direct insurance obligations of AGM. As a result, the Company will write off the $16 million carrying value of MAC's licenses in the first quarter of 2021.
As of December 31, 2020, future annual amortization of finite-lived intangible assets for the years 2021 through 2025 and thereafter is estimated to be:
Estimated Future Amortization Expense
for Finite-Lived Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
Year
|
|
(in millions)
|
2021
|
$
|
12
|
|
2022
|
11
|
|
2023
|
11
|
|
2024
|
10
|
|
2025
|
|
6
|
|
Thereafter
|
14
|
|
Total
|
$
|
64
|
|
14. Long-Term Debt and Credit Facilities
Accounting Policy
Long-term debt is recorded at principal amounts net of any unamortized original issue discount or premium and unamortized acquisition date fair value adjustment for AGM and AGMH debt. Discounts and acquisition date fair value adjustments are accreted into interest expense over the life of the applicable debt. Loss on extinguishment of debt is recorded in other income.
Committed capital securities are carried at fair value through the statement of operations.
Long Term Debt
The Company has outstanding long-term debt primarily consisting of debt issued by U.S. Holding Companies. All of the U.S. Holding Companies' debt is fully and unconditionally guaranteed by AGL; AGL's guarantee of the junior subordinated debentures is on a junior subordinated basis.
Debt Issued by AGUS
7% Senior Notes. On May 18, 2004, AGUS issued $200 million of 7% Senior Notes due 2034 (7% Senior Notes) for net proceeds of $197 million. Although the coupon on the Senior Notes is 7%, the effective rate is approximately 6.4%, taking into account the effect of a cash flow hedge executed by the Company in March 2004. The notes are redeemable, in whole or in part, at their principal amount plus accrued and unpaid interest to the date of redemption or, if greater, the make-whole redemption price.
5% Senior Notes. On June 20, 2014, AGUS issued $500 million of 5% Senior Notes due 2024 (5% Senior Notes) for net proceeds of $495 million. The net proceeds from the sale of the notes were used for general corporate purposes, including the purchase of AGL common shares. The notes are redeemable, in whole or in part, at their principal amount plus accrued and unpaid interest to the date of redemption or, if greater, the make-whole redemption price.
Series A Enhanced Junior Subordinated Debentures. On December 20, 2006, AGUS issued $150 million of Debentures due 2066. The Debentures pay a floating rate of interest, reset quarterly, at a rate equal to three month LIBOR plus a margin equal to 2.38%. AGUS may select at one or more times to defer payment of interest for one or more consecutive periods for up to ten years. Any unpaid interest bears interest at the then applicable rate. AGUS may not defer interest past the
maturity date. The debentures are redeemable, in whole or in part, at their principal amount plus accrued and unpaid interest to the date of redemption.
Debt Issued by AGMH
6 7/8% Notes. On December 19, 2001, AGMH issued $100 million face amount of 6 7/8% Notes due December 15, 2101, which are redeemable without premium or penalty in whole or in part at their principal amount plus accrued and unpaid interest to the date of redemption.
6.25% Notes. On November 26, 2002, AGMH issued $230 million face amount of 6.25% Notes due November 1, 2102, which are redeemable without premium or penalty in whole or in part at their principal amount plus accrued and unpaid interest to the date of redemption.
5.6% Notes. On July 31, 2003, AGMH issued $100 million face amount of 5.6% Notes due July 15, 2103, which are redeemable without premium or penalty in whole or in part at their principal amount plus accrued and unpaid interest to the date of redemption.
Junior Subordinated Debentures. On November 22, 2006, AGMH issued $300 million face amount of Junior Subordinated Debentures with a scheduled maturity date of December 15, 2036 and a final repayment date of December 15, 2066. The final repayment date of December 15, 2066 may be automatically extended up to four times in five-year increments provided certain conditions are met. The debentures are redeemable, in whole or in part, at any time prior to December 15, 2036 at their principal amount plus accrued and unpaid interest to the date of redemption or, if greater, the make-whole redemption price. Interest on the debentures will accrue from November 22, 2006 to December 15, 2036 at the annual rate of 6.4%. If any amount of the debentures remains outstanding after December 15, 2036, then the principal amount of the outstanding debentures will bear interest at a floating interest rate equal to one-month LIBOR plus 2.215% until repaid. AGMH may elect at one or more times to defer payment of interest on the debentures for one or more consecutive interest periods that do not exceed ten years. In connection with the completion of this offering, AGMH entered into a replacement capital covenant for the benefit of persons that buy, hold or sell a specified series of AGMH long-term indebtedness ranking senior to the debentures. Under the covenant, the debentures will not be repaid, redeemed, repurchased or defeased by AGMH or any of its subsidiaries on or before the date that is 20 years prior to the final repayment date, except to the extent that AGMH has received proceeds from the sale of replacement capital securities. The proceeds from this offering were used to pay a dividend to the shareholders of AGMH.
Intercompany Loans Payable
On October 1, 2019, the U.S. Insurance Subsidiaries made 10 year, 3.5% interest rate intercompany loans to AGUS totaling $250 million to fund the BlueMountain Acquisition and the related capital contributions. Interest is payable annually in arrears on each anniversary of the note, commencing on October 1, 2020. Interest accrues daily and is computed on a basis of a 360 day year from October 1, 2019 until the date on which the principal amount is paid in full. AGUS will pay 20% of the original principal amount of each note on the sixth, seventh, eighth, and ninth anniversaries. The remaining 20% of the original principal amount and all accrued and unpaid interest will be paid on the maturity date. AGUS has the right to prepay the principal amount of the notes in whole or in part at any time, or from time to time, without payment of any premium or penalty.
See Note 2, Business Combinations and Assumption of Insured Portfolio, for additional information.
In addition, in 2012 AGUS borrowed $90 million from its affiliate AGRO to fund the acquisition of MAC. In 2018, the maturity date was extended to November 2023. During 2020, 2019 and 2018, AGUS repaid $10 million, $10 million and $10 million, respectively, in outstanding principal as well as accrued and unpaid interest. As of December 31, 2020, $30 million remained outstanding.
The principal and carrying values of the Company’s debt are presented in the table below.
Principal and Carrying Amounts of Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
As of December 31, 2019
|
|
Principal
|
|
Carrying
Value
|
|
Principal
|
|
Carrying
Value
|
|
(in millions)
|
AGUS:
|
|
|
|
|
|
|
|
7% Senior Notes (1)
|
$
|
200
|
|
|
$
|
197
|
|
|
$
|
200
|
|
|
$
|
197
|
|
5% Senior Notes (1)
|
500
|
|
|
498
|
|
|
500
|
|
|
497
|
|
Series A Enhanced Junior Subordinated Debentures (2)
|
150
|
|
|
150
|
|
|
150
|
|
|
150
|
|
AGUS - long-term debt
|
850
|
|
|
845
|
|
|
850
|
|
|
844
|
|
AGUS - Intercompany loans
|
280
|
|
|
280
|
|
|
290
|
|
|
290
|
|
Total AGUS
|
1,130
|
|
|
1,125
|
|
|
1,140
|
|
|
1,134
|
|
AGMH (3):
|
|
|
|
|
|
|
|
67/8% Senior Notes (1)
|
100
|
|
|
71
|
|
|
100
|
|
|
70
|
|
6.25% Senior Notes (1)
|
230
|
|
|
145
|
|
|
230
|
|
|
144
|
|
5.6% Senior Notes (1)
|
100
|
|
|
58
|
|
|
100
|
|
|
58
|
|
Junior Subordinated Debentures (2)
|
300
|
|
|
209
|
|
|
300
|
|
|
204
|
|
Total AGMH - long-term debt
|
730
|
|
|
483
|
|
|
730
|
|
|
476
|
|
AGM (3):
|
|
|
|
|
|
|
|
AGM Notes Payable
|
3
|
|
|
3
|
|
|
4
|
|
|
4
|
|
Total AGM - notes payable
|
3
|
|
|
3
|
|
|
4
|
|
|
4
|
|
AGMH's long-term debt purchased by AGUS
|
(154)
|
|
|
(107)
|
|
|
(131)
|
|
|
(89)
|
|
Elimination of intercompany loans payable
|
(280)
|
|
|
(280)
|
|
|
(290)
|
|
|
(290)
|
|
Total
|
$
|
1,429
|
|
|
$
|
1,224
|
|
|
$
|
1,453
|
|
|
$
|
1,235
|
|
____________________
(1) AGL fully and unconditionally guarantees these obligations.
(2) Guaranteed by AGL on a junior subordinated basis.
(3) Carrying amounts are different than principal amounts primarily due to fair value adjustments at the date of the AGMH acquisition, which are accreted or amortized into interest expense over the remaining terms of these obligations.
The following table presents the principal amounts of AGMH's outstanding Junior Subordinated Debentures that AGUS purchased and the loss on extinguishment of debt recognized by the Company. The Company may choose to make additional purchases of this or other Company debt in the future.
AGUS's Purchase
of AGMH's Junior Subordinated Debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2017
|
|
(in millions)
|
Principal amount repurchased
|
$
|
23
|
|
|
$
|
3
|
|
|
$
|
100
|
|
Loss on extinguishment of debt (1)
|
5
|
|
|
1
|
|
|
34
|
|
____________________
(1) Included in other income in the consolidated statements of operations. The loss represents the difference between the amount paid to purchase AGMH's debt and the carrying value of the debt, which includes the unamortized fair value adjustments that were recorded upon the acquisition of AGMH in 2009.
Principal payments due under the long-term debt are as follows:
Expected Maturity Schedule of Debt
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AGUS
|
|
AGMH
|
|
AGM
|
|
Eliminations (1)
|
|
Total
|
|
|
(in millions)
|
2021
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2023
|
|
30
|
|
|
—
|
|
|
—
|
|
|
(30)
|
|
|
—
|
|
2024
|
|
500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
2025
|
|
50
|
|
|
—
|
|
|
1
|
|
|
(50)
|
|
|
1
|
|
2026-2045
|
|
400
|
|
|
—
|
|
|
1
|
|
|
(200)
|
|
|
201
|
|
2046-2065
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2066-2085
|
|
150
|
|
|
300
|
|
|
—
|
|
|
(154)
|
|
|
296
|
|
Thereafter
|
|
—
|
|
|
430
|
|
|
—
|
|
|
—
|
|
|
430
|
|
Total
|
|
$
|
1,130
|
|
|
$
|
730
|
|
|
$
|
3
|
|
|
$
|
(434)
|
|
|
$
|
1,429
|
|
____________________
(1) Includes eliminations of intercompany loans payable and AGMH's debt purchased by AGUS.
Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
AGUS:
|
|
|
|
|
|
7% Senior Notes
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
13
|
|
5% Senior Notes
|
26
|
|
|
26
|
|
|
26
|
|
Series A Enhanced Junior Subordinated Debentures
|
5
|
|
|
7
|
|
|
7
|
|
AGUS - long-term debt
|
44
|
|
|
46
|
|
|
46
|
|
AGUS - Intercompany loans
|
10
|
|
|
5
|
|
|
3
|
|
Total AGUS
|
54
|
|
|
51
|
|
|
49
|
|
AGMH:
|
|
|
|
|
|
67/8% Senior Notes
|
7
|
|
|
7
|
|
|
7
|
|
6.25% Senior Notes
|
15
|
|
|
16
|
|
|
15
|
|
5.6% Senior Notes
|
6
|
|
|
6
|
|
|
6
|
|
Junior Subordinated Debentures
|
25
|
|
|
25
|
|
|
25
|
|
Total AGMH - long-term debt
|
53
|
|
|
54
|
|
|
53
|
|
AGMH's long-term debt purchased by AGUS
|
(12)
|
|
|
(11)
|
|
|
(5)
|
|
Elimination of intercompany loans payable
|
(10)
|
|
|
(5)
|
|
|
(3)
|
|
Total
|
$
|
85
|
|
|
$
|
89
|
|
|
$
|
94
|
|
Committed Capital Securities
Each of AGC and AGM have entered into put agreements with four separate custodial trusts allowing AGC and AGM, respectively, to issue an aggregate of $200 million of non-cumulative redeemable perpetual preferred securities to the trusts in exchange for cash. Each custodial trust was created for the primary purpose of issuing $50 million face amount of CCS, investing the proceeds in high-quality assets and entering into put options with AGC or AGM, as applicable. The Company is not the primary beneficiary of the trusts and therefore the trusts are not consolidated in Assured Guaranty's financial statements.
The trusts provide AGC and AGM access to new equity capital at their respective sole discretion through the exercise of the put options. Upon AGC's or AGM's exercise of its put option, the relevant trust will liquidate its portfolio of eligible assets and use the proceeds to purchase the AGC or AGM preferred stock, as applicable. AGC or AGM may use the proceeds from its sale of preferred stock to the trusts for any purpose, including the payment of claims. The put agreements have no scheduled termination date or maturity. However, each put agreement will terminate if (subject to certain grace periods)
specified events occur. Both AGC and AGM continue to have the ability to exercise their respective put options and cause the related trusts to purchase their preferred stock.
Prior to 2008 or 2007, the amounts paid on the CCS were established through an auction process. All of those auctions failed in 2008 or 2007, and the rates paid on the CCS increased to their respective maximums. The annualized rate on the AGC CCS is one-month LIBOR plus 250 bps, and the annualized rate on the AGM CPS is one-month LIBOR plus 200 bps.
See Note 11, Fair Value Measurement, –Other Assets–Committed Capital Securities, for a discussion of the fair value measurement of the CCS.
Intercompany Credit Facility
On October 25, 2013, AGL, as borrower, and AGUS, as lender, entered into a revolving credit facility pursuant to which AGL may, from time to time, borrow for general corporate purposes. Under the credit facility, AGUS committed to lend a principal amount not exceeding $225 million in the aggregate. In September 2018, AGL and AGUS amended the revolving credit facility to extend the commitment until October 25, 2023 (the loan commitment termination date). The unpaid principal amount of each loan will bear interest at a fixed rate equal to 100% of the then applicable interest rate as determined under Section 1274(d) of the Code, and interest on all loans will be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. Accrued interest on all loans will be paid on the last day of each June and December, beginning on December 31, 2013, and at maturity. AGL must repay the then unpaid principal amounts of the loans by the third anniversary of the loan commitment termination date. No amounts are currently outstanding under the credit facility.
15. Employee Benefit Plans
Accounting Policy
Share-based compensation expense is based on the grant date fair value using the grant date closing price, the lattice, Monte Carlo or Black-Scholes-Merton (Black-Scholes) pricing models. The Company amortizes the fair value of share-based awards on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods, with the exception of retirement‑eligible employees. For retirement-eligible employees, certain awards contain retirement provisions and therefore are amortized over the period through the date the employee first becomes eligible to retire and is no longer required to provide service to earn part or all of the award.
The fair value of each award under the Assured Guaranty Ltd. Employee Stock Purchase Plan is estimated at the beginning of the offering period using the Black-Scholes option valuation model.
The expense for Performance Retention Plan awards is recognized straight-line over the requisite service period, with the exception of retirement-eligible employees. For retirement-eligible employees, the expense is recognized immediately.
Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Under the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan, as amended (the Incentive Plan), the number of AGL common shares that may be delivered under the Incentive Plan may not exceed 18,670,000. In the event of certain transactions affecting AGL's common shares, the number or type of shares subject to the Incentive Plan, the number and type of shares subject to outstanding awards under the Incentive Plan, and the exercise price of awards under the Incentive Plan, may be adjusted.
The Incentive Plan authorizes the grant of incentive stock options, non-qualified stock options, stock appreciation rights, and full value awards that are based on AGL's common shares. The grant of full value awards may be in return for a participant's previously performed services, or in return for the participant surrendering other compensation that may be due, or may be contingent on the achievement of performance or other objectives during a specified period, or may be subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the participant, or achievement of performance or other objectives. Awards under the Incentive Plan may accelerate and become vested upon a change in control of AGL.
The Incentive Plan is administered by the Compensation Committee of AGL's Board of Directors (the Board), except as otherwise determined by the Board. The Board may amend or terminate the Incentive Plan. As of December 31, 2020, 8,966,640 common shares were available for grant under the Incentive Plan.
Restricted Stock Units
Restricted stock units are valued based on the closing price of the underlying shares at the date of grant. Restricted stock units awarded to employees have vesting terms similar to those of the restricted stock awards, as described below, and are delivered on the vesting date. The Company has granted restricted stock units to directors of the Company.
Restricted Stock Unit Activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested Stock Units
|
|
Number of
Stock Units
|
|
Weighted
Average Grant
Date Fair Value
Per Share
|
Nonvested at December 31, 2019
|
987,267
|
|
|
$
|
41.24
|
|
Granted
|
265,564
|
|
|
41.31
|
|
Vested
|
(277,850)
|
|
|
39.12
|
|
Forfeited
|
(38,532)
|
|
|
46.39
|
|
Nonvested at December 31, 2020
|
936,449
|
|
|
$
|
41.68
|
|
As of December 31, 2020, the total unrecognized compensation cost related to outstanding nonvested restricted stock units was $19.6 million, which the Company expects to recognize over the weighted-average remaining service period of 2.0 years. The total fair value of restricted stock units vested during the years ended December 31, 2020, 2019 and 2018 was $11 million, $11 million and $8 million, respectively. The weighted-average grant-date fair value of restricted stock units granted during the years ended December 31, 2020, 2019 and 2018 was $41.31, $44.40, and $37.91, respectively.
Performance Restricted Stock Units
The Company has granted performance restricted stock units under the Incentive Plan. These awards vest if AGL's common share price, total shareholder return (TSR) relative to the performance of a peer group and growth in core adjusted book value during the relevant three-year performance period reaches certain hurdles. The minimum vesting percentage for these awards is zero, the target vesting percentage is 100% and the maximum vesting percentage is 200% for those awards tied to the common share price, 250% for the awards tied to TSR, and 200% for those tied to growth in core adjusted book value. If the performance is between the specified levels, the vesting level is interpolated. At the end of the performance cycle, participants are entitled to an amount equivalent to the accumulated dividends paid on common stock during the performance cycle for the number of shares earned.
Performance Restricted Stock Unit Activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Restricted Stock Units
|
|
Number of
Performance Share Units
|
|
Weighted
Average Grant
Date Fair Value
Per Share
|
Nonvested at December 31, 2019
|
544,257
|
|
|
$
|
47.23
|
|
Granted (1)
|
286,075
|
|
|
41.03
|
|
Vested (1)
|
(261,375)
|
|
|
30.49
|
|
Forfeited
|
—
|
|
|
—
|
|
Nonvested at December 31, 2020 (2)
|
568,957
|
|
|
$
|
43.64
|
|
____________________
(1) Includes 113,073 performance restricted stock units that were granted prior to 2020 at a weighted average grant date fair value of $30.49, but met performance hurdles and vested during 2020. The weighted average grant date fair value per share excludes these shares.
(2) Excludes 149,960 performance restricted stock units that have met performance hurdles and will be eligible for vesting after December 31, 2020.
As of December 31, 2020, the total unrecognized compensation cost related to outstanding nonvested performance share units was $12 million, which the Company expects to recognize over the weighted‑average remaining service period of 1.7 years. The total value of performance restricted stock units vested during the years ended December 31, 2020, 2019 and 2018 was based on grant date fair value and was $8 million, $6 million and $6 million, respectively.
The Company used a Monte Carlo model to value its performance restricted stock units granted in 2018 that contain a performance hurdle based on AGL's common share price.
Monte Carlo Pricing
Weighted Average Assumptions
|
|
|
|
|
|
|
|
|
|
|
2018
|
Dividend yield
|
|
1.68
|
%
|
Expected volatility
|
|
27.65
|
%
|
Risk free interest rate
|
|
2.43
|
%
|
Weighted average grant date fair value
|
|
$
|
45.64
|
|
The expected dividend yield was based on the current expected annual dividend and share price on the grant date. The expected volatility was estimated at the date of grant based on an average of the 3-year historical share price volatility and implied volatilities of certain at-the-money actively traded call options in the Company. The risk-free interest rate was the implied 3-year yield currently available on U.S. Treasury zero-coupon issues at the date of grant. The expected life was based on the 18-month term of the performance period.
For the 2020 and 2019 awards, the grant-date fair value of the performance restricted stock units tied to relative TSR was calculated using a Monte Carlo simulation in order to determine the total return of the Company’s shares relative to the total return of financial companies in the Russell Midcap Financial Services Index. The inputs to the simulation include the beginning prices of shares, historical volatilities, and dividend yields of all relevant companies as well as all possible pairwise correlation coefficients among the relevant companies. In addition, the risk-free return and discount for illiquidity are also included. For the 2020 and 2019 awards, the grant-date fair value of the performance restricted stock units tied to core adjusted book value was based on the grant date closing price. The weighted-average grant-date fair value of the 2020 and 2019 awards was $41.03 and $44.00, respectively.
Restricted Stock Awards
Restricted stock awards are valued based on the closing price of the underlying shares at the date of grant. Restricted stock awards to employees generally vest over a three- or four-year period and restricted stock awards to outside directors vest in full in one year. Restricted stock awards to employees are amortized on a straight-line basis over the requisite service periods of the awards, and restricted stock awards to outside directors are amortized over one year, which are generally the vesting periods, with the exception of retirement-eligible employees, discussed above.
Restricted Stock Award Activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested Shares
|
|
Number of
Shares
|
|
Weighted
Average Grant
Date Fair Value
Per Share
|
Nonvested at December 31, 2019
|
48,241
|
|
|
$
|
45.98
|
|
Granted
|
74,054
|
|
|
28.12
|
|
Vested
|
(54,197)
|
|
|
42.04
|
|
Forfeited
|
—
|
|
|
—
|
|
Nonvested at December 31, 2020
|
68,098
|
|
|
$
|
28.12
|
|
As of December 31, 2020, the total unrecognized compensation cost related to outstanding nonvested restricted stock awards was $0.7 million, which the Company expects to recognize over the weighted-average remaining service period of 0.3 years. The total fair value of shares vested during the years ended December 31, 2020, 2019 and 2018 was $2.3 million, $1.8 million and $1.9 million, respectively. The weighted-average grant-date fair value of shares granted during the years ended December 31, 2020, 2019 and 2018 was $28.12, $45.98 and $35.56, respectively.
Time Vested Stock Options
Stock options are generally granted once a year with exercise prices equal to the closing price on the date of grant. To date, the Company has only issued non-qualified stock options. All stock options, except for performance stock options, granted to employees vest in equal annual installments over a three-year period and expire seven years or ten years from the date of grant. Stock options granted to directors vest over one year and expire in seven years or ten years from grant date. None of the Company's options, except for performance stock options, have a performance or market condition.
Time Vested Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options for
Common Shares
|
|
Weighted
Average
Exercise Price
|
|
Number of
Exercisable
Options
|
Balance as of December 31, 2019
|
90,351
|
|
|
$
|
20.68
|
|
|
90,351
|
|
Options granted
|
—
|
|
|
—
|
|
|
|
Options exercised
|
(73,971)
|
|
|
20.42
|
|
|
|
Options forfeited/expired
|
(401)
|
|
|
21.88
|
|
|
|
Balance as of December 31, 2020
|
15,979
|
|
|
$
|
21.88
|
|
|
15,979
|
|
As of December 31, 2020, the aggregate intrinsic value and weighted average remaining contractual term of stock options outstanding were $0.2 million and 0.1 years, respectively. As of December 31, 2020, the aggregate intrinsic value and weighted average remaining contractual term of exercisable stock options were $0.2 million and 0.1 years, respectively.
No options were granted in 2020, 2019 and 2018. As of December 31, 2020, there were no unexpensed outstanding non-vested options.
The total intrinsic value of stock options exercised during the years ended December 31, 2020, 2019 and 2018 was $1.0 million, $8.2 million and $9.9 million, respectively. During the years ended December 31, 2020, 2019 and 2018, $0.9 million, $2.3 million and $2.4 million, respectively, was received from the exercise of stock options. In order to satisfy stock option exercises, the Company issues new shares. The tax benefit from time vested stock options exercised during 2020 was $0.1 million.
Performance Stock Options
The Company granted performance stock options under the Incentive Plan. These awards were non-qualified stock options with exercise prices equal to the closing price of an AGL common share on the applicable date of grant. These awards vested 35%, 50% or 100%, if the price of AGL's common shares using the highest 40-day average share price reached certain hurdles. If the share price was between the specified levels, the vesting level would be interpolated accordingly. These awards expire seven years from the date of grant.
No options were granted in 2020, 2019 and 2018. No options were outstanding and exercisable as of December 31, 2020 and 2019.
The total intrinsic value of performance stock options exercised during the years ended December 31, 2019 and 2018 was $0.7 million and $3.8 million, respectively. During the years ended December 31, 2019 and 2018, $0.5 million and $2.7 million, respectively, was received from the exercise of performance stock options. In order to satisfy stock option exercises, the Company issues new shares.
Employee Stock Purchase Plan
The Company established the AGL Employee Stock Purchase Plan (Stock Purchase Plan) in accordance with Internal Revenue Code Section 423, and participation is available to all eligible employees. Maximum annual purchases by participants are limited to the number of whole shares that can be purchased by an amount equal to 10% of the participant's compensation or, if less, shares having a value of $25,000. Participants may purchase shares at a purchase price equal to 85% of the lesser of the fair market value of the stock on the first day or the last day of the subscription period. The Company has reserved for issuance and purchases under the Stock Purchase Plan 850,000 Assured Guaranty Ltd. common shares.
The fair value of each award under the Stock Purchase Plan is estimated at the beginning of each offering period using the Black‑Scholes option‑pricing model and the following assumptions: a) the expected dividend yield is based on the current expected annual dividend and share price on the grant date; b) the expected volatility is estimated at the date of grant based on the historical share price volatility, calculated on a daily basis; c) the risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant; and d) the expected life is based on the term of the offering period.
Stock Purchase Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(dollars in millions)
|
Proceeds from purchase of shares by employees
|
$
|
1.5
|
|
|
$
|
1.5
|
|
|
$
|
1.2
|
|
Number of shares issued by the Company
|
72,797
|
|
|
40,732
|
|
|
39,532
|
|
Share-Based Compensation Expense
The following table presents share-based compensation costs and the amount of such costs that are deferred as policy acquisition costs, pre-tax. Amortization of previously deferred share compensation costs is not shown in the table below.
Share-Based Compensation Expense Summary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Share‑based compensation expense
|
$
|
25
|
|
|
$
|
21
|
|
|
$
|
19
|
|
Share‑based compensation capitalized as DAC
|
1.2
|
|
|
1.1
|
|
|
0.8
|
|
Income tax benefit
|
4
|
|
|
3
|
|
|
3
|
|
Defined Contribution Plan
The Company maintains a savings incentive plan, which is qualified under Section 401(a) of the Internal Revenue Code for U.S. employees. The savings incentive plan is available to eligible full-time employees upon hire. Eligible participants could contribute a percentage of their eligible compensation subject to U.S. Internal Revenue Service (IRS) limitations. Contributions were matched by the Company at a rate of 100% up to 7% for 2020 and 6% for 2019 and 2018 of participant's eligible compensation, subject to IRS limitations. Any amounts over the IRS limits are contributed to and matched by the Company at a rate of 100% up to 6% of participant's eligible compensation into a nonqualified supplemental executive retirement plan for employees eligible to participate in such nonqualified plan. The Company also made a core contribution of 7% for 2020 and 6% for 2019 and 2018 of the participant's eligible compensation to the qualified plan, subject to IRS limitations, and a core contribution of 6% of the participant's eligible compensation to the nonqualified supplemental executive retirement plan for eligible employees, regardless of whether the employee contributes to the plan(s). Employees become fully vested in Company contributions after one year of service, as defined in the plan. Plan eligibility is immediate upon hire. The Company also maintains similar non-qualified plans for non-U.S. employees.
The Company recognized defined contribution expenses of $20 million, $12 million and $12 million for the years ended December 31, 2020, 2019 and 2018, respectively.
16. Income Taxes
Accounting Policy
The provision for income taxes consists of an amount for taxes currently payable and an amount for deferred taxes. Deferred income taxes are provided for temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities, using enacted rates in effect for the year in which the differences are expected to reverse. A valuation allowance is recorded to reduce the deferred tax asset to an amount that is more likely than not to be realized.
Non-interest-bearing tax and loss bonds are purchased in the amount of the tax benefit that results from deducting statutory-basis contingency reserves as provided under Internal Revenue Code Section 832(e). The Company records the purchase of tax and loss bonds in deferred taxes.
The Company recognizes tax benefits only if a tax position is “more likely than not” to prevail.
The Company elected to account for tax associated with Global Intangible Low-Taxed Income (GILTI) as a current-period expense when incurred.
Overview
AGL and its Bermuda subsidiaries, AG Re, AGRO, and Cedar Personnel Ltd. (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 (the Code) to be taxed as a U.S. domestic corporation.
In November 2013, AGL became 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. As a U.K. tax resident company, AGL is required to file a corporation tax return with Her Majesty’s Revenue & Customs. AGL is subject to U.K. corporation tax in respect of its worldwide profits (both income and capital gains), subject to any applicable exemptions. The corporation tax rate was 19% for 2020. Assured Guaranty expects that the dividends AGL receives from its direct subsidiaries will be exempt from U.K. corporation tax due to the exemption in section 931D of the U.K. Corporation Tax Act 2009. In addition, the Company obtained a clearance from Her Majesty’s Revenue & Customs confirming any dividends paid by AGL to its shareholders should not be subject to any withholding tax in the U.K. Assured Guaranty does not expect any profits of non-U.K. resident members of the group to be taxed under the U.K. "controlled foreign companies" regime.
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.
The CARES (Coronavirus Aid, Relief, and Economic Security) Act became law on March 27, 2020 and was updated on April 9, 2020. The CARES Act, among other tax changes, accelerates the ability of companies to receive refunds of alternative minimum tax (AMT) credits related to tax years beginning in 2018 and 2019. As a result, the Company has recognized a current tax asset of $12 million of AMT credits that had been recorded as a deferred tax asset as of December 31, 2019.
As a result of the BlueMountain Acquisition referred to in Note 2, the entities acquired will be included in the AGUS consolidated federal income tax return.
Tax Assets (Liabilities)
Deferred and Current Tax Assets (Liabilities) (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
(in millions)
|
Deferred tax assets (liabilities)
|
$
|
(100)
|
|
|
$
|
(17)
|
|
Current tax assets (liabilities)
|
21
|
|
|
47
|
|
____________________
(1) Included in other assets or other liabilities on the consolidated balance sheets.
Components of Net Deferred Tax Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
(in millions)
|
Deferred tax assets:
|
|
|
|
Unearned premium reserves, net
|
$
|
56
|
|
|
$
|
76
|
|
Investment basis differences
|
47
|
|
|
48
|
|
Rent
|
24
|
|
|
24
|
|
Foreign tax credit
|
24
|
|
|
36
|
|
Net operating loss
|
33
|
|
|
32
|
|
Deferred compensation
|
29
|
|
|
26
|
|
Other
|
4
|
|
|
31
|
|
Total deferred income tax assets
|
217
|
|
|
273
|
|
Deferred tax liabilities:
|
|
|
|
Unrealized appreciation on investments
|
102
|
|
|
86
|
|
Public debt
|
41
|
|
|
44
|
|
Market discount
|
42
|
|
|
11
|
|
DAC
|
22
|
|
|
33
|
|
Loss and LAE reserve
|
44
|
|
|
29
|
|
Lease
|
17
|
|
|
19
|
|
Other
|
25
|
|
|
32
|
|
Total deferred income tax liabilities
|
293
|
|
|
254
|
|
Less: Valuation allowance
|
24
|
|
|
36
|
|
Net deferred income tax assets (liabilities)
|
$
|
(100)
|
|
|
$
|
(17)
|
|
As part of the acquisition of CIFG Holding Inc. (CIFGH, and together with its subsidiaries, CIFG), the Company acquired $189 million of net operating losses (NOL) which will begin to expire in 2033. The NOL has been limited under Internal Revenue Code Section 382 due to a change in control as a result of the acquisition. As of December 31, 2020, the Company had $156 million of NOLs available to offset its future U.S. taxable income.
Valuation Allowance
The Company has $23.6 million of foreign tax credit (FTC) due to the 2017 Tax Cuts and Jobs Act (Tax Act) for use against regular tax in future years. FTCs will expire in 2027. In analyzing the future realizability of FTCs, the Company notes limitations on future foreign source income due to overall foreign losses as negative evidence. After reviewing positive and negative evidence, the Company came to the conclusion that it is more likely than not that the FTC of $23.6 million will not be utilized, and therefore recorded a valuation allowance with respect to this tax attribute. In addition, the Company had $12.8 million of FTC from previous acquisitions that expired in 2020.
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.
Provision for Income Taxes
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% in 2020, 2019 and 2018, U.K. subsidiaries taxed at the U.K. marginal corporate tax rate of 19%, French subsidiaries taxed at the French marginal corporate tax rate of 28%, and no taxes for the Company’s Bermuda Subsidiaries unless subject to U.S. tax by election. In 2018, due to the Tax Act, controlled foreign corporations (CFCs) apply the local marginal corporate tax rate. In addition, the Tax Act creates a new requirement that a portion of the GILTI earned by CFCs must be included currently in the gross income of the CFCs' U.S. shareholder. 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Expected tax provision (benefit)
|
$
|
83
|
|
|
$
|
91
|
|
|
$
|
97
|
|
Tax-exempt interest
|
(20)
|
|
|
(19)
|
|
|
(23)
|
|
Change in liability for uncertain tax positions
|
(17)
|
|
|
1
|
|
|
(15)
|
|
Effect of provision to tax return filing adjustments
|
(7)
|
|
|
(6)
|
|
|
(1)
|
|
State taxes
|
4
|
|
|
1
|
|
|
6
|
|
Taxes on reinsurance
|
9
|
|
|
(5)
|
|
|
6
|
|
Effect of adjustments to the provisional amounts as a result of 2017 Tax Cuts and Jobs Act
|
—
|
|
|
—
|
|
|
(4)
|
|
Foreign taxes
|
(3)
|
|
|
6
|
|
|
—
|
|
Other
|
(4)
|
|
|
(6)
|
|
|
(7)
|
|
Total provision (benefit) for income taxes
|
$
|
45
|
|
|
$
|
63
|
|
|
$
|
59
|
|
Effective tax rate
|
10.9
|
%
|
|
13.7
|
%
|
|
10.2
|
%
|
The expected tax provision (benefit) is calculated as the sum of pretax income in each jurisdiction multiplied by the statutory tax rate of the jurisdiction by which it will be taxed. Where there is a pretax loss in one jurisdiction and pretax income in another, the total combined expected tax rate may be higher or lower than any of the individual statutory rates.
The following tables present pretax income and revenue by jurisdiction.
Pretax Income (Loss) by Tax Jurisdiction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
U.S.
|
$
|
385
|
|
|
$
|
440
|
|
|
$
|
461
|
|
Bermuda
|
16
|
|
|
33
|
|
|
121
|
|
U.K.
|
13
|
|
|
(8)
|
|
|
(1)
|
|
Other
|
(1)
|
|
|
(1)
|
|
|
(1)
|
|
Total
|
$
|
413
|
|
|
$
|
464
|
|
|
$
|
580
|
|
Revenue by Tax Jurisdiction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
U.S.
|
$
|
894
|
|
|
$
|
779
|
|
|
$
|
801
|
|
Bermuda
|
151
|
|
|
146
|
|
|
177
|
|
U.K.
|
60
|
|
|
36
|
|
|
21
|
|
Other
|
10
|
|
|
2
|
|
|
2
|
|
Total
|
$
|
1,115
|
|
|
$
|
963
|
|
|
$
|
1,001
|
|
Pretax income by jurisdiction may be disproportionate to revenue by jurisdiction to the extent that insurance losses incurred are disproportionate.
Audits
As of December 31, 2020, AGUS had open tax years with the IRS for 2017 to present. In July 2020, the IRS issued a Revenue Agent Report for the 2016 tax year which did not identify any material adjustments. In September 2020, the Company received a letter from the Joint Committee on Taxation identifying no exceptions to the conclusions reached by the IRS to close the audit with no additional findings or changes. As a result the Company released, in the third quarter of 2020, previously recorded uncertain tax position reserves and accrued interest of approximately $17 million. Assured Guaranty Overseas US Holdings Inc. has open tax years of 2017 forward but is not currently under audit with the IRS. The Company's U.K. subsidiaries are not currently under examination and have open tax years of 2017 forward.
Uncertain Tax Positions
The following table provides a reconciliation of the beginning and ending balances of the total liability for unrecognized tax positions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Beginning of year
|
$
|
15
|
|
|
$
|
14
|
|
|
$
|
28
|
|
Effect of provision to tax return filing adjustments
|
—
|
|
|
5
|
|
|
1
|
|
Decrease in unrecognized tax positions as a result of settlement of positions taken during the prior period
|
(15)
|
|
|
—
|
|
|
—
|
|
Reductions to unrecognized tax benefits as a result of the applicable statute of limitations
|
—
|
|
|
(4)
|
|
|
(15)
|
|
Balance as of December 31,
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
14
|
|
The Company's policy is to recognize interest related to uncertain tax positions in income tax expense and has accrued $0.3 million, $1 million and $1 million for full years 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019, the Company has accrued zero and $2 million of interest, respectively.
The total amount of reserves for unrecognized tax positions, including accrued interest, as of December 31, 2020, 2019 and 2018 that would affect the effective tax rate, if recognized, was zero, $17 million and $16 million, respectively.
17. Insurance Company Regulatory Requirements
The following table summarizes the policyholder's surplus and net income amounts reported to local regulatory bodies in the U.S. and Bermuda for insurance subsidiaries within the group. The discussion that follows describes the basis of accounting and differences to GAAP.
Insurance Regulatory Amounts Reported
U.S. and Bermuda
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Policyholders' Surplus
|
|
Net Income (Loss)
|
|
As of December 31,
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
U.S. statutory companies:
|
|
|
|
|
|
|
|
|
|
AGM (1) (2)
|
$
|
2,864
|
|
|
$
|
2,691
|
|
|
$
|
374
|
|
|
$
|
312
|
|
|
$
|
172
|
|
AGC (1) (2)
|
1,717
|
|
|
1,775
|
|
|
73
|
|
|
226
|
|
|
(5)
|
|
MAC (2)
|
305
|
|
|
276
|
|
|
37
|
|
|
53
|
|
|
55
|
|
Bermuda statutory companies:
|
|
|
|
|
|
|
|
|
|
AG Re
|
1,026
|
|
|
1,098
|
|
|
24
|
|
|
45
|
|
|
131
|
|
AGRO
|
429
|
|
|
410
|
|
|
7
|
|
|
12
|
|
|
10
|
|
____________________
(1) Policyholders' surplus of AGM and AGC includes their indirect share of MAC. AGM and AGC own 60.7% and 39.3%, respectively, of the outstanding stock of Municipal Assurance Holdings Inc. (MAC Holdings), which owns 100% of the outstanding common stock of MAC.
(2) As of December 31, 2020, policyholders' surplus is net of contingency reserves of $828 million, $545 million and $184 million for AGM, AGC and MAC, respectively. As of December 31, 2019, policyholders' surplus is net of contingency reserves of $869 million, $546 million and $192 million for AGM, AGC and MAC, respectively.
Basis of Regulatory Financial Reporting
United States
Each of the Company's U.S. domiciled insurance companies' ability to pay dividends depends, among other things, upon its financial condition, results of operations, cash requirements, compliance with rating agency requirements, and is also subject to restrictions contained in the insurance laws and related regulations of its state of domicile and other states. Financial statements prepared in accordance with accounting practices prescribed or permitted by local insurance regulatory authorities differ in certain respects from GAAP.
The Company's U.S. domiciled insurance companies prepare statutory financial statements in accordance with accounting practices prescribed or permitted by the National Association of Insurance Commissioners and their respective insurance departments. Prescribed statutory accounting practices are set forth in the National Association of Insurance Commissioners Accounting Practices and Procedures Manual. The Company has no permitted accounting practices on a statutory basis.
GAAP differs in certain significant respects from U.S. insurance companies' statutory accounting practices prescribed or permitted by insurance regulatory authorities. The principal differences result from the statutory accounting practices listed below.
•Upfront premiums are earned upon expiration of risk rather than earned over the expected period of coverage. Premium earnings are accelerated when transactions are economically defeased, rather than legally defeased.
•Acquisition costs are charged to expense as incurred rather than over the period that related premiums are earned.
•A contingency reserve is computed based on statutory requirements, whereas no such reserve is required under GAAP.
•Certain assets designated as “non-admitted assets” are charged directly to statutory surplus, rather than reflected as assets under GAAP.
•Investments in subsidiaries are carried on the balance sheet on the equity basis, to the extent admissible, rather than consolidated with the parent.
•Admitted deferred tax assets are subject to an adjusted surplus threshold and subject to a limitation calculated in accordance with SAP. Under GAAP there is no non-admitted asset determination, rather a valuation allowance is recorded to reduce the deferred tax asset to an amount that is more likely than not to be realized.
•Insured credit derivatives are accounted for as insurance contracts rather than as derivative contracts measured at fair value.
•Bonds are generally carried at amortized cost rather than fair value.
•Insured obligations of VIEs, where the Company is deemed the primary beneficiary, are accounted for as insurance contracts. Under GAAP, such VIEs are consolidated and any transactions with the Company are eliminated.
•Surplus notes are recognized as surplus and each payment of principal and interest is recorded only upon approval of the insurance regulator rather than as liabilities with periodic accrual of interest.
•Acquisitions are accounted for as either statutory purchases or statutory mergers, rather than under the purchase method under GAAP.
•Losses are discounted at tax equivalent yields, and recorded when the loss is deemed probable and without consideration of the deferred premium revenue. Under GAAP, expected losses are discounted at the risk free rate at the end of each reporting period and are recorded only to the extent they exceed deferred premium revenue.
•The present value of installment premiums and commissions are not recorded on the balance sheet as they are under GAAP.
Bermuda
AG Re, a Bermuda regulated Class 3B insurer, and AGRO, a Bermuda regulated Class 3A and Class C insurer,
prepare their statutory financial statements in conformity with the accounting principles set forth in the Insurance Act 1978, amendments thereto and related regulations. As of December 31, 2016, the Bermuda Monetary Authority (the Authority) requires insurers to prepare statutory financial statements in accordance with the particular accounting principles adopted by the insurer (which, in the case of AG Re and AGRO, are U.S. GAAP), subject to certain adjustments. The principal difference relates to certain assets designated as “non-admitted assets” which are charged directly to statutory surplus rather than reflected as assets as they are under U.S. GAAP.
United Kingdom
AGUK prepares its Solvency and Financial Condition Report and other required regulatory financial reports based on Prudential Regulation Authority and Solvency II Regulations (Solvency II). As of December 31, 2020 and December 31, 2019, AGUK's Own Funds were £573 million (or $783 million) and £684 million (or $907 million), respectively.
France
AGE prepares its Solvency and Financial Condition Report and other required regulatory financial reports based on Autorité de Contrôle Prudentiel et de Résolution (ACPR) regulations and Solvency II. As of December 31, 2020, AGE's Own Funds were €75 million (or $92 million).
Dividend Restrictions and Capital Requirements
United States
Under the New York insurance law, AGM and MAC may only pay dividends out of "earned surplus," which is the portion of an insurer's surplus that represents the net earnings, gains or profits (after deduction of all losses) that have not been
distributed to the insurer's shareholders as dividends, transferred to stated capital or capital surplus, or applied to other purposes permitted by law, but does not include unrealized appreciation of assets. AGM and MAC may each pay dividends without the prior approval of the New York Superintendent of Financial Services (New York Superintendent) in an amount that, together with all dividends declared or distributed by it during the preceding 12 months, does not exceed the lesser of 10% of its policyholders' surplus (as of its last annual or quarterly statement filed with the New York Superintendent) or 100% of its adjusted net investment income during that period.
The maximum amount available during 2021 for AGM to distribute to AGMH as dividends without regulatory approval is estimated to be approximately $277 million. Of such $277 million, $82 million is estimated to be available for distribution in the first quarter of 2021.
In March 2019, MAC received approval from the New York State Department of Financial Services to dividend to MAC Holdings, which is owned by AGM and AGC, $100 million in 2019, an amount that exceeded the dividend capacity that was available for distribution without regulatory approval. MAC distributed a $100 million dividend to MAC Holdings in the second quarter of 2019. The maximum amount available during 2021 for MAC to distribute to MAC Holdings as dividends without regulatory approval is estimated to be approximately $17 million, none of which is available for distribution in the first quarter of 2021. See Note 13, Goodwill and Other Intangible Assets.
Under Maryland's insurance law, AGC may, with prior notice to the Maryland Insurance Commissioner, pay an ordinary dividend in an amount that, together with all dividends paid in the prior 12 months, does not exceed the lesser of 10% of its policyholders' surplus (as of the prior December 31) or 100% of its adjusted net investment income during that period. The maximum amount available during 2021 for AGC to distribute as ordinary dividends is approximately $94 million. Of such $94 million, approximately $13 million is available for distribution in the first quarter of 2021.
Bermuda
For AG Re, any distribution (including repurchase of shares) of any share capital, contributed surplus or other statutory capital that would reduce its total statutory capital by 15% or more of its total statutory capital as set out in its previous year's financial statements requires the prior approval of the Authority. Separately, dividends are paid out of an insurer's statutory surplus and cannot exceed that surplus. Furthermore, annual dividends cannot exceed 25% of total statutory capital and surplus as set out in its previous year's financial statements, which is $257 million, without AG Re certifying to the Authority that it will continue to meet required margins. Based on the foregoing limitations, in 2021 AG Re has the capacity to (i) make capital distributions in an aggregate amount up to $129 million without the prior approval of the Authority and (ii) declare and pay dividends in an aggregate amount up to approximately $257 million as of December 31, 2020. Such dividend capacity is further limited by (i) the actual amount of AG Re’s unencumbered assets, which amount changes from time to time due in part to collateral posting requirements and which was approximately $227 million as of December 31, 2020, and (ii) the amount of statutory surplus, which as of December 31, 2020 was $169 million.
For AGRO, annual dividends cannot exceed $107 million, without AGRO certifying to the Authority that it will continue to meet required margins. Based on the foregoing limitations, in 2021 AGRO has the capacity to (i) make capital distributions in an aggregate amount up to $21 million without the prior approval of the Authority and (ii) declare and pay dividends in an aggregate amount up to approximately $107 million as of December 31, 2020. Such dividend capacity is further limited by (i) the actual amount of AGRO’s unencumbered assets, which amount changes from time to time due in part to collateral posting requirements and which was approximately $408 million as of December 31, 2020, and (ii) the amount of statutory surplus, which as of December 31, 2020 was $292 million.
United Kingdom
U.K. company law prohibits AGUK from declaring a dividend to its shareholders unless it has “profits available for distribution.” The determination of whether a company has profits available for distribution is based on its accumulated realized profits less its accumulated realized losses. While the U.K. insurance regulatory laws impose no statutory restrictions on a general insurer's ability to declare a dividend, the Prudential Regulation Authority's capital requirements may in practice act as a restriction on dividends for AGUK.
France
French company law prohibits AGE from declaring a dividend to its shareholders unless it has “profits available for distribution.” The determination of whether a company has profits available for distribution is based on its accumulated
realized profits less its accumulated realized losses. While French law imposes no statutory restrictions on an insurer's ability to declare a dividend, the ACPR's capital requirements may, in practice, act as a restriction on dividends for AGE.
Dividend Restrictions and Capital Requirements
Distributions From / Contributions To
Insurance Company Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Dividends paid by AGC to AGUS
|
$
|
166
|
|
|
$
|
123
|
|
|
$
|
133
|
|
Dividends paid by AGM to AGMH
|
267
|
|
|
220
|
|
|
171
|
|
Dividends paid by AG Re to AGL (1)
|
150
|
|
|
275
|
|
|
125
|
|
Dividends paid by MAC to MAC Holdings (2)
|
20
|
|
|
105
|
|
|
27
|
|
Repurchase of common stock by AGC from AGUS
|
—
|
|
|
100
|
|
|
200
|
|
Dividends from AGUK to AGM (3)
|
124
|
|
|
—
|
|
|
—
|
|
Contributions from AGM to AGE (3)
|
(123)
|
|
|
—
|
|
|
—
|
|
____________________
(1) The 2020 amount included fixed-maturity securities with a fair value of $47 million.
(2) MAC Holdings distributed substantially all amounts to AGM and AGC, in proportion to their ownership percentages.
(3) In 2020, the dividend paid to AGM from AGUK was contributed to AGE.
18. Related Party Transactions
From time to time, certain officers, directors, employees, their family members and related charitable foundations may make investments in various private funds, vehicles or accounts managed by AssuredIM. These investments are available to those of the Company's employees whom the Company has determined to have a status that reasonably permits the Company to offer them these types of investments in compliance with applicable laws. Generally, these investments are not subject to the management fees and performance allocations or incentive fees charged to other investors. All noncontrolling interests in the consolidated balance sheets represent employees' or former employees' ownership interests in consolidated AssuredIM Funds. See also Note 12, Asset Management Fees, for additional information.
As of December 31, 2020, Wellington Management Company, LLP (Wellington), which manages a portion of the Company's investment portfolio, owned more than 5% of the Company's common shares. As of December 31, 2019, two of the Company's investment portfolio managers, Wellington and BlackRock Financial Management, Inc. (Blackrock), each owned more than 5.0% of the Company's common shares. The Company's investment management agreement with Wasmer, Schroeder & Company LLC (Wasmer) transferred to the Charles Schwab Corporation (Schwab) on July 1, 2020, in connection with the closing on July 1, 2020, of the purchase by Schwab of the business of Wasmer. Until July 1, 2020 Wasmer was also one of the Company's investment portfolio managers.
The investment management expense from transactions with Wellington, Blackrock and Wasmer related parties was approximately $3.4 million in 2020, $3.8 million in 2019 and $4.0 million in 2018. In addition, the Company recognized $0.5 million, $1.0 million and $1.2 million in 2020, 2019 and 2018, respectively, in income from its investment in Wasmer, which is included in "equity in earnings of investees" in the consolidated statements of operations. Accrued expenses from transactions with these related parties were $1 million and $2 million as of December 31, 2020 and December 31, 2019, respectively.
Other related party transactions include receivables from and payables to AssuredIM Funds and due from employees. Total other assets and liabilities with related parties were $9 million and $1 million, respectively, as of December 31, 2020 and $1 million and $1 million, respectively, as of December 31, 2019.
In addition, the Company cancelled 385,777 common shares it received in December 2020 from the Company's former Chief Investment Officer and Head of Asset Management pursuant to the terms of the separation agreement. The Company recognized $12 million benefit in other income in connection with this, with an offset to retained earnings.
19. Leases and Commitments and Contingencies
Leases
The Company is party to various non-cancelable lease agreements, these leases include both operating and finance leases. The largest lease relates to approximately 103,500 square feet of office space in New York City, and expires in 2032. Subject to certain conditions, the Company has an option to renew this lease for an additional five years at a fair market rent. The Company also leases 78,400 square feet of office space at a second location in New York City, and that lease expires in 2024. Additionally, the Company leases office space in several other locations, an apartment, and certain equipment. These leases expire at various dates through 2029.
During the fourth quarter of 2020 the Company entered into an agreement to sublease additional office space at its New York City headquarters, for approximately 52,000 square feet to relocate AssuredIM. This sublease is expected to commence in the first half of 2021 and expires in 2032.
Accounting Policy
Effective January 1, 2019, the Company adopted Topic 842, which required the establishment of a right-of-use (ROU) asset and a lease liability on the balance sheet for operating and finance leases. An ROU asset represents the Company's right to use an underlying asset for the lease term, and a lease liability represents the Company's obligation to make lease payments arising from the lease. The Company made an accounting policy election not to apply the recognition requirements of Topic 842 to short-term leases with an initial term of 12 months or less. At the inception of a lease, the total payments under a lease agreement are discounted utilizing an incremental borrowing rate that represents the Company’s collateralized borrowing rate. The rate was determined based on the remaining lease term as of the date of adoption. The Company does not include its renewal options in calculating the lease liability.
The Company elected the package of practical expedients, which permits organizations not to reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification of expired or existing leases, and (iii) initial direct costs for existing leases. The Company also elected the practical expedient to account for all lease components and their associated non-lease components (i.e., common area maintenance, real estate taxes, building insurance, etc.) as a single lease component and include all fixed payments in the measurement of ROU assets and lease liabilities.
Upon adoption, the Company recognized lease liabilities of approximately $95 million (recorded in other liabilities), ROU assets of approximately $69 million (recorded in other assets), and derecognized existing deferred rent and lease incentive liabilities of approximately $26 million, resulting in no cumulative-effect adjustment to retained earnings.
Operating lease expense is recognized on a straight-line basis over the lease term and finance lease expense consists of the straight-line amortization of the lease asset and the accretion of interest expense under the effective interest method. Costs related to variable lease and non-lease components for the Company’s leases are expensed in the period incurred.
The Company assesses ROU assets for impairment when certain events occur or when there are changes in circumstances including potential alternative uses. If circumstances require an ROU asset to be tested for possible impairment, and the carrying value of the ROU is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value.
Lease Assets and Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
|
Assets(1)
|
|
Liabilities(2)
|
|
Weighted Average Remaining Lease Term (in years)
|
|
Weighted Average Discount Rate
|
|
|
(in millions)
|
|
|
|
|
Operating leases
|
|
$
|
78
|
|
|
$
|
118
|
|
|
8.7
|
|
2.65
|
%
|
Finance leases
|
|
1
|
|
|
1
|
|
|
1.0
|
|
1.73
|
%
|
Total
|
|
$
|
79
|
|
|
$
|
119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
|
Assets(1)
|
|
Liabilities(2)
|
|
Weighted Average Remaining Lease Term (in years)
|
|
Weighted Average Discount Rate
|
|
|
(in millions)
|
|
|
|
|
Operating leases
|
|
$
|
100
|
|
|
$
|
130
|
|
|
9.4
|
|
2.61
|
%
|
Finance leases
|
|
2
|
|
|
2
|
|
|
1.8
|
|
1.74
|
%
|
Total
|
|
$
|
102
|
|
|
$
|
132
|
|
|
|
|
|
____________________
(1) Recorded in other assets in the consolidated balance sheets. Finance lease assets are recorded net of accumulated amortization of $0.6 million and $0.1 million as of December 31, 2020 and December 31, 2019, respectively.
(2) Recorded in other liabilities in the consolidated balance sheets.
Components of Lease Expense and Other Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2020
|
|
2019
|
|
|
(in millions)
|
Operating lease cost (1)
|
|
$
|
30
|
|
|
$
|
10
|
|
Variable lease cost
|
|
2
|
|
|
2
|
|
Short-term lease cost
|
|
1
|
|
|
—
|
|
Finance lease cost
|
|
1
|
|
|
—
|
|
Sublease income
|
|
(3)
|
|
|
—
|
|
Total lease cost (2)
|
|
$
|
31
|
|
|
$
|
12
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
|
Operating cash outflows for operating leases
|
|
$
|
19
|
|
|
$
|
11
|
|
Financing cash outflows for finance leases
|
|
1
|
|
|
—
|
|
ROU assets obtained in exchange for new operating lease liabilities (3)
|
|
4
|
|
|
37
|
|
ROU assets obtained in exchange for new finance lease liabilities (3)
|
|
—
|
|
|
2
|
|
____________________
(1) The 2020 amount includes $13 million ROU asset impairment on an ROU asset.
(2) Includes amortization on finance lease ROU assets and interest on finance lease liabilities.
(3) The amounts for 2019 relate primarily to the BlueMountain Acquisition. See Note 2, Business Combinations and Assumption of Insured Portfolio, for additional information.
Rent expense was $9 million in 2018.
During the fourth quarter of 2020, the Company made the decision to actively market for sublease office space acquired in the BlueMountain Acquisition. Accordingly, the Company recognized an ROU asset impairment of $13 million as of December 31, 2020 within the Asset Management segment, reducing the carrying value of the lease asset to its estimated fair value. This ROU asset fair value was estimated using an income-approach based on forecasted future cash flows expected to be derived from the property based on current sublease market rent. This ROU asset impairment was recorded within other operating expenses in the consolidated statement of operations.
Future Minimum Rental Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
Year
|
|
(in millions)
|
|
|
Operating Leases
|
|
Finance Leases
|
2021
|
$
|
19
|
|
|
$
|
1
|
|
2022
|
20
|
|
|
—
|
|
2023
|
20
|
|
|
—
|
|
2024
|
11
|
|
|
—
|
|
2025
|
|
9
|
|
|
—
|
|
Thereafter
|
55
|
|
|
—
|
|
Total lease payments (1)
|
134
|
|
|
1
|
|
Less: imputed interest
|
16
|
|
|
—
|
|
Total lease liabilities
|
$
|
118
|
|
|
$
|
1
|
|
____________________
(1) Excludes an additional $32 million of future rental payments for a commitment to sublease additional office space at its New York City headquarters, which is expected to commence in the first half of 2021.
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 or liquidity, 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 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 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 for 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 Part II, Item 8, Financial Statements and Supplementary Data, Note 4, Outstanding Insurance Exposure, for a description of such actions. See also "Recovery Litigation" section of Part II, Item 8, Financial Statements and Supplementary Data, Note 5, Expected Loss to be Paid (Recovered), for a description of recovery litigation unrelated to Puerto Rico. Also, in the ordinary course of their respective business, certain of AGL's investment management subsidiaries are involved in litigation with third parties regarding fees, appraisals, or portfolio companies. The impact, if any, of these and other proceedings on the amount of recoveries the Company receives and losses it pays in the future is uncertain, and the impact of any one or more of these proceedings during any quarter or year could be material to the Company's results of operations in that particular quarter or year.
The Company also receives subpoenas duces tecum and interrogatories from regulators from time to time.
Accounting Policy
The Company establishes accruals for litigation and regulatory matters to the extent it is probable that a loss has been incurred and the amount of that loss can be reasonably estimated. For litigation and regulatory matters where a loss may be reasonably possible, but not probable, or is probable but not reasonably estimable, no accrual is established, but if the matter is material, it is disclosed, including matters discussed below. The Company reviews relevant information with respect to its litigation and regulatory matters on a quarterly basis and updates its accruals, disclosures and estimates of reasonably possible loss based on such reviews.
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 "Supreme Court"), asserted a claim for breach of the implied covenant of good faith and fair dealing based on AGFP's termination 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 of 28 other credit derivative transactions between LBIE and AGFP and AGFP's calculation of the termination payment in connection with those 28 other credit derivative transactions. Following defaults by LBIE, AGFP properly terminated the transactions in question in compliance with the agreement between AGFP and LBIE, and calculated the termination payment properly. AGFP calculated that LBIE owes AGFP approximately $4 million for the claims which were dismissed and approximately $25 million in connection with the termination of the other credit derivative transactions, whereas LBIE asserted in the complaint that AGFP owes LBIE a termination payment of approximately $1.4 billion. AGFP filed a motion to dismiss the claims for breach of the implied covenant of good faith in LBIE's complaint, and on March 15, 2013, the court granted AGFP's motion to dismiss in respect of the count relating to the nine credit derivative transactions and narrowed LBIE's claim with respect to the 28 other credit derivative transactions. LBIE's administrators disclosed in an April 10, 2015 report to LBIE’s unsecured creditors that LBIE's valuation expert has calculated LBIE's claim for damages in aggregate for the 28 transactions to range between a minimum of approximately $200 million and a maximum of approximately $500 million, depending on what adjustment, if any, is made for AGFP's credit risk and excluding any applicable interest. AGFP filed a motion for summary judgment on the remaining causes of action asserted by LBIE and on AGFP's counterclaims, and on July 2, 2018, the court granted in part and denied in part AGFP’s motion. The court dismissed, in its entirety, LBIE’s remaining claim for breach of the implied covenant of good faith and fair dealing and also dismissed LBIE’s claim for breach of contract solely to the extent that it is based upon AGFP’s conduct in connection with the auction. With respect to LBIE’s claim for breach of contract, the court held that there are triable issues of fact regarding whether AGFP calculated its loss reasonably and in good faith. On October 1, 2018, AGFP filed an appeal with the Appellate Division of the Supreme Court of the State of New York, First Judicial Department, seeking reversal of the portions of the lower court's ruling denying AGFP’s motion for summary judgment with respect to LBIE’s sole remaining claim for breach of contract. On January 17, 2019, the Appellate Division affirmed the Supreme Court's decision, holding that the lower court correctly determined that there are triable issues of fact regarding whether AGFP calculated its loss reasonably and in good faith. The trial was originally scheduled for March 9, 2020, but was postponed due to COVID-19. On November 3, 2020, LBIE moved to reopen its Chapter 15 case in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") and remove this action to the United States District Court for the Southern District of New York for assignment to the Bankruptcy Court. On December 1, 2020, AGFP moved to remand the action to the Supreme Court. A hearing on the remand motion was held on January 25, 2021; a decision is pending.
20. Shareholders' Equity
Accounting Policy
The Company records share repurchases as a reduction to common shares and additional paid-in capital. Once additional paid-in capital has been exhausted, share repurchases are recorded as a reduction to common shares and retained earnings.
Share Issuances
AGL has authorized share capital of $5 million divided into 500,000,000 shares with a par value $0.01 per share. Except as described below, AGL's common shares have no preemptive rights or other rights to subscribe for additional common shares, no rights of redemption, conversion or exchange and no sinking fund rights. In the event of liquidation, dissolution or winding-up, the holders of AGL's common shares are entitled to share equally, in proportion to the number of common shares held by such holder, in AGL's assets, if any remain after the payment of all its liabilities and the liquidation preference of any outstanding preferred shares. Under certain circumstances, AGL has the right to purchase all or a portion of the shares held by a shareholder at fair market value. All of the common shares are fully paid and non-assessable. Holders of AGL's common shares are entitled to receive dividends as lawfully may be declared from time to time by the Board.
In general, and except as provided below, shareholders have one vote for each common share held by them and are entitled to vote with respect to their fully paid shares at all meetings of shareholders. However, if, and so long as, the common shares (and other of AGL's shares) of a shareholder are treated as "controlled shares" (as determined pursuant to section 958 of the Code) of any U.S. Person and such controlled shares constitute 9.5% or more of the votes conferred by AGL's issued and outstanding shares, the voting rights with respect to the controlled shares owned by such U.S. Person shall be limited, in the aggregate, to a voting power of less than 9.5% of the voting power of all issued and outstanding shares, under a formula specified in AGL's Bye-laws. The formula is applied repeatedly until there is no U.S. Person whose controlled shares constitute 9.5% or more of the voting power of all issued and outstanding shares and who generally would be required to recognize income with respect to AGL under the Code if AGL were a CFC as defined in the Code and if the ownership threshold under the Code were 9.5% (as defined in AGL's Bye-Laws as a 9.5% U.S. Shareholder).
Subject to AGL's Bye-Laws and Bermuda law, AGL's Board has the power to issue any of AGL's unissued shares as it determines, including the issuance of any shares or class of shares with preferred, deferred or other special rights.
Under AGL's Bye-Laws and subject to Bermuda law, if AGL's Board determines that any ownership of AGL's shares may result in adverse tax, legal or regulatory consequences to the Company, any of the Company's subsidiaries or any of its shareholders or indirect holders of shares or its Affiliates (other than such as AGL's Board considers de minimis), the Company has the option, but not the obligation, to require such shareholder to sell to AGL, or to a third party to whom AGL assigns the repurchase right, the minimum number of common shares necessary to avoid or cure any such adverse consequences at a price determined in the discretion of the Board to represent the shares' fair market value (as defined in AGL's Bye-Laws). In addition, AGL's Board may determine that shares held carry different voting rights when it deems it appropriate to do so to (i) avoid the existence of any 9.5% U.S. Shareholder; and (ii) avoid adverse tax, legal or regulatory consequences to AGL or any of its subsidiaries or any direct or indirect holder of shares or its affiliates. "Controlled shares" includes, among other things, all shares of AGL that such U.S. Person is deemed to own directly, indirectly or constructively (within the meaning of section 958 of the Code). Further, these provisions do not apply in the event one shareholder owns greater than 75% of the voting power of all issued and outstanding shares.
Under these provisions, certain shareholders may have their voting rights limited to less than one vote per share, while other shareholders may have voting rights in excess of one vote per share. Moreover, these provisions could have the effect of reducing the votes of certain shareholders who would not otherwise be subject to the 9.5% limitation by virtue of their direct share ownership. AGL's Bye-laws provide that it will use its best efforts to notify shareholders of their voting interests prior to any vote to be taken by them.
Share Repurchases
In 2020, the Board authorized the repurchase of an additional $500 million of its common shares. As of February 25, 2021, the Company had remaining authorization to purchase $202 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, some of which factors may be impacted by the direct and indirect consequences of the course and duration of the COVID-19 pandemic and evolving governmental and private responses to the pandemic. The repurchase program may be modified, extended or terminated by the Board at any time. It does not have an expiration date.
Share Repurchases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
Number of Shares Repurchased
|
|
Total Payments
(in millions)
|
|
Average Price Paid Per Share
|
2018
|
|
13,243,107
|
|
|
$
|
500
|
|
|
$
|
37.76
|
|
2019
|
|
11,163,929
|
|
|
500
|
|
|
44.79
|
|
2020
|
|
15,787,804
|
|
|
446
|
|
|
28.23
|
|
2021 (through February 25, 2021 on a settlement date basis)
|
|
1,375,451
|
|
|
50
|
|
|
36.67
|
|
Deferred Compensation
Certain executives of the Company elected to invest a portion of their AG US Group Services Inc. supplemental executive retirement plan (AGS SERP) accounts in the employer stock fund in the AGS SERP. Each unit in the employer stock fund represents the right to receive one AGL common share upon a distribution from the AGS SERP. Each unit equals the number of AGL common shares which could have been purchased with the value of the account deemed invested in the employer stock fund as of the date of such election. As of December 31, 2020 and 2019, there were 74,309 and 74,309 units, respectively, in the AGS SERP. See Note 15, Employee Benefit Plans.
Dividends
Any determination to pay cash dividends is at the discretion of the Company's Board, and depends upon the Company's results of operations, cash flows from operating activities, its financial position, capital requirements, general business conditions, legal, tax, regulatory, rating agency and contractual restrictions on the payment of dividends, other potential uses for such funds, and any other factors the Company's Board deems relevant. For more information concerning
regulatory constraints that affect the Company's ability to pay dividends, see Note 17, Insurance Company Regulatory Requirements.
On February 24, 2021, the Company declared a quarterly dividend of $0.22 per common share compared with $0.20 per common share paid in 2020, an increase of 10%.
21. Other Comprehensive Income
The following tables present the changes in each component of AOCI and the effect of reclassifications out of AOCI on the respective line items in net income.
Changes in Accumulated Other Comprehensive Income (Loss) by Component
Year Ended December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Unrealized Gains (Losses) on Investments with no Credit Impairment
|
|
Net Unrealized Gains (Losses) on Investments with Credit Impairment
|
|
Net Unrealized Gains (Losses) on FG VIEs’ Liabilities with Recourse due to ISCR
|
|
Cumulative
Translation
Adjustment
|
|
Cash Flow Hedge
|
|
Total AOCI
|
|
(in millions)
|
Balance, December 31, 2019
|
$
|
352
|
|
|
$
|
48
|
|
|
$
|
(27)
|
|
|
$
|
(38)
|
|
|
$
|
7
|
|
|
$
|
342
|
|
Effect of adoption of accounting guidance on credit losses
|
62
|
|
|
(62)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other comprehensive income (loss) before reclassifications
|
189
|
|
|
(29)
|
|
|
7
|
|
|
2
|
|
|
—
|
|
|
169
|
|
Less: Amounts reclassified from AOCI to:
|
|
|
|
|
|
|
|
|
|
|
|
Net realized investment gains (losses)
|
30
|
|
|
(16)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
Fair value gains (losses) on FG VIEs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total before tax
|
30
|
|
|
(16)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
Tax (provision) benefit
|
(4)
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
Total amount reclassified from AOCI, net of tax
|
26
|
|
|
(13)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
Net current period other comprehensive income (loss)
|
163
|
|
|
(16)
|
|
|
7
|
|
|
2
|
|
|
—
|
|
|
156
|
|
Balance, December 31, 2020
|
$
|
577
|
|
|
$
|
(30)
|
|
|
$
|
(20)
|
|
|
$
|
(36)
|
|
|
$
|
7
|
|
|
$
|
498
|
|
Changes in Accumulated Other Comprehensive Income (Loss) by Component
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Unrealized Gains (Losses) on Investments with no Credit Impairment
|
|
Net Unrealized Gains (Losses) on Investments with Credit Impairment
|
|
Net Unrealized Gains (Losses) on FG VIEs’ Liabilities with Recourse due to ISCR
|
|
Cumulative
Translation
Adjustment
|
|
Cash Flow Hedge
|
|
Total AOCI
|
|
(in millions)
|
Balance, December 31, 2018
|
$
|
59
|
|
|
$
|
94
|
|
|
(31)
|
|
|
$
|
(37)
|
|
|
$
|
8
|
|
|
$
|
93
|
|
Other comprehensive income (loss) before reclassifications
|
339
|
|
|
(62)
|
|
|
(8)
|
|
|
(1)
|
|
|
—
|
|
|
268
|
|
Less: Amounts reclassified from AOCI to:
|
|
|
|
|
|
|
|
|
|
|
|
Net realized investment gains (losses)
|
55
|
|
|
(32)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
Net investment income
|
1
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
Fair value gains (losses) on FG VIEs
|
—
|
|
|
—
|
|
|
(15)
|
|
|
—
|
|
|
—
|
|
|
(15)
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Total before tax
|
56
|
|
|
(17)
|
|
|
(15)
|
|
|
—
|
|
|
1
|
|
|
25
|
|
Tax (provision) benefit
|
(10)
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(6)
|
|
Total amount reclassified from AOCI, net of tax
|
46
|
|
|
(16)
|
|
|
(12)
|
|
|
—
|
|
|
1
|
|
|
19
|
|
Net current period other comprehensive income (loss)
|
293
|
|
|
(46)
|
|
|
4
|
|
|
(1)
|
|
|
(1)
|
|
|
249
|
|
Balance, December 31, 2019
|
$
|
352
|
|
|
$
|
48
|
|
|
$
|
(27)
|
|
|
$
|
(38)
|
|
|
$
|
7
|
|
|
$
|
342
|
|
Changes in Accumulated Other Comprehensive Income (Loss) by Component
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Unrealized Gains (Losses) on Investments with no Credit Impairment
|
|
Net Unrealized Gains (Losses) on Investments with Credit Impairment
|
|
Net Unrealized Gains (Losses) on FG VIEs’ Liabilities with Recourse due to ISCR
|
|
Cumulative
Translation
Adjustment
|
|
Cash Flow
Hedge
|
|
Total AOCI
|
|
(in millions)
|
Balance, December 31, 2017
|
$
|
273
|
|
|
$
|
120
|
|
|
—
|
|
|
$
|
(29)
|
|
|
$
|
8
|
|
|
$
|
372
|
|
Effect of adoption of ASU 2016-01 (1)
|
1
|
|
|
—
|
|
|
(33)
|
|
|
—
|
|
|
—
|
|
|
(32)
|
|
Other comprehensive income (loss) before reclassifications
|
(208)
|
|
|
(58)
|
|
|
(5)
|
|
|
(8)
|
|
|
—
|
|
|
(279)
|
|
Less: Amounts reclassified from AOCI to:
|
|
|
|
|
|
|
|
|
|
|
|
Net realized investment gains (losses)
|
7
|
|
|
(38)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31)
|
|
Fair value gains (losses) on FG VIEs
|
|
|
|
|
(9)
|
|
|
|
|
|
|
(9)
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total before tax
|
7
|
|
|
(38)
|
|
|
(9)
|
|
|
—
|
|
|
—
|
|
|
(40)
|
|
Tax (provision) benefit
|
—
|
|
|
6
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
8
|
|
Total amount reclassified from AOCI, net of tax
|
7
|
|
|
(32)
|
|
|
(7)
|
|
|
—
|
|
|
—
|
|
|
(32)
|
|
Net current period other comprehensive income (loss)
|
(215)
|
|
|
(26)
|
|
|
2
|
|
|
(8)
|
|
|
—
|
|
|
(247)
|
|
Balance, December 31, 2018
|
$
|
59
|
|
|
$
|
94
|
|
|
$
|
(31)
|
|
|
$
|
(37)
|
|
|
$
|
8
|
|
|
$
|
93
|
|
____________________
(1) On January 1, 2018, the Company adopted ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities, resulting in a cumulative-effect reclassification of a $32 million loss, net of tax, from retained earnings to AOCI.
22. Earnings Per Share
Accounting Policy
The Company computes EPS using a two-class method, which is an earnings allocation formula that determines EPS for (i) each class of common shares (the Company has a single class of common shares), and (ii) participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. Restricted stock awards and share units under the AGS SERP are considered participating securities as they received non-forfeitable rights to dividends (or dividend equivalents) similar to common shares.
Basic EPS is calculated by dividing net income (loss) available to common shareholders of Assured Guaranty by the weighted-average number of common shares outstanding during the period. Diluted EPS adjusts basic EPS for the effects of restricted stock, restricted stock units, stock options and other potentially dilutive financial instruments (dilutive securities), only in the periods in which such effect is dilutive. The effect of the dilutive securities is reflected in diluted EPS by application of the more dilutive of (1) the treasury stock method or (2) the two-class method assuming nonvested shares are not converted into common shares.
Computation of Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions, except per share amounts)
|
Basic EPS:
|
|
|
|
|
|
Net income (loss) attributable to AGL
|
$
|
362
|
|
|
$
|
402
|
|
|
521
|
|
Less: Distributed and undistributed income (loss) available to nonvested shareholders
|
1
|
|
|
1
|
|
|
1
|
|
Distributed and undistributed income (loss) available to common shareholders of AGL and subsidiaries, basic
|
$
|
361
|
|
|
$
|
401
|
|
|
520
|
|
Basic shares
|
85.5
|
|
|
99.3
|
|
|
110.0
|
|
Basic EPS
|
$
|
4.22
|
|
|
$
|
4.04
|
|
|
$
|
4.73
|
|
|
|
|
|
|
|
Diluted EPS:
|
|
|
|
|
|
Distributed and undistributed income (loss) available to common shareholders of AGL and subsidiaries, basic
|
$
|
361
|
|
|
$
|
401
|
|
|
$
|
520
|
|
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
|
$
|
361
|
|
|
$
|
401
|
|
|
$
|
520
|
|
|
|
|
|
|
|
Basic shares
|
85.5
|
|
|
99.3
|
|
|
110.0
|
|
Dilutive securities:
|
|
|
|
|
|
Options and restricted stock awards
|
0.7
|
|
|
0.9
|
|
|
1.3
|
|
Diluted shares
|
86.2
|
|
|
100.2
|
|
|
111.3
|
|
Diluted EPS
|
$
|
4.19
|
|
|
$
|
4.00
|
|
|
$
|
4.68
|
|
Potentially dilutive securities excluded from computation of EPS because of antidilutive effect
|
0.8
|
|
|
—
|
|
|
0.1
|
|
23. Parent Company
The following tables present Parent Company-only, AGL condensed financial statements.
Condensed Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
December 31, 2020
|
|
December 31, 2019
|
Assets
|
(in millions)
|
Investments and cash
|
$
|
190
|
|
|
$
|
135
|
|
Investments in subsidiaries
|
6,432
|
|
|
6,450
|
|
Dividends receivable from affiliate
|
—
|
|
|
40
|
|
Other assets
|
38
|
|
|
31
|
|
Total assets
|
$
|
6,660
|
|
|
$
|
6,656
|
|
Liabilities and shareholders’ equity
|
|
|
|
Other liabilities
|
$
|
17
|
|
|
$
|
17
|
|
Total liabilities
|
$
|
17
|
|
|
$
|
17
|
|
|
|
|
|
Total shareholders’ equity
|
$
|
6,643
|
|
|
$
|
6,639
|
|
Total liabilities and shareholders’ equity
|
$
|
6,660
|
|
|
$
|
6,656
|
|
Condensed Statements of Operations and Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Revenues
|
|
|
|
|
|
Net investment income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Other income
|
—
|
|
|
—
|
|
|
12
|
|
Total revenues
|
—
|
|
|
—
|
|
|
13
|
|
Expenses
|
|
|
|
|
|
Other expenses
|
34
|
|
|
31
|
|
|
41
|
|
Total expenses
|
34
|
|
|
31
|
|
|
41
|
|
Income (loss) before equity in earnings of subsidiaries
|
(34)
|
|
|
(31)
|
|
|
(28)
|
|
Equity in earnings of subsidiaries
|
396
|
|
|
433
|
|
|
549
|
|
Net income
|
362
|
|
|
402
|
|
|
521
|
|
Other comprehensive income (loss)
|
156
|
|
|
249
|
|
|
(247)
|
|
Comprehensive income (loss)
|
$
|
518
|
|
|
$
|
651
|
|
|
$
|
274
|
|
Condensed Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Operating Activities:
|
|
|
|
|
|
Net Income
|
$
|
362
|
|
|
$
|
402
|
|
|
$
|
521
|
|
Adjustments to reconcile net income to net cash flows provided by operating activities:
|
|
|
|
|
|
Equity in earnings of subsidiaries
|
(396)
|
|
|
(433)
|
|
|
(549)
|
|
Cash dividends from subsidiaries
|
547
|
|
|
689
|
|
|
597
|
|
Other
|
19
|
|
|
21
|
|
|
18
|
|
Net cash flows provided by (used in) operating activities
|
532
|
|
|
679
|
|
|
587
|
|
Cash flows from investing activities
|
|
|
|
|
|
Short-term investments with maturities of over three months:
|
|
|
|
|
|
Purchases
|
(4)
|
|
|
—
|
|
|
—
|
|
Net sales (purchases) of short-term investments with original maturities of less than three months
|
(3)
|
|
|
(90)
|
|
|
(9)
|
|
Net cash flows provided by (used in) investing activities
|
(7)
|
|
|
(90)
|
|
|
(9)
|
|
Cash flows from financing activities
|
|
|
|
|
|
Dividends paid
|
(69)
|
|
|
(74)
|
|
|
(71)
|
|
Repurchases of common shares
|
(446)
|
|
|
(500)
|
|
|
(500)
|
|
Other
|
(10)
|
|
|
(15)
|
|
|
(7)
|
|
Net cash flows provided by (used in) financing activities
|
(525)
|
|
|
(589)
|
|
|
(578)
|
|
Increase (decrease) in cash
|
—
|
|
|
—
|
|
|
—
|
|
Cash at beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
Cash at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
In 2020, AG Re dividended up to AGL $47 million in the form of fixed-maturity securities.
AGL fully and unconditionally guarantees all of the U.S. Holding Companies' debt. See Note 14, Long-Term Debt and Credit Facilities, for additional information.