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8-K - 8-K - ASSURED GUARANTY LTDa8-kq12016agmfs.htm



Exhibit 99.1






Assured Guaranty Municipal Corp.

Consolidated Financial Statements

(Unaudited)

March 31, 2016








ASSURED GUARANTY MUNICIPAL CORP.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS






Assured Guaranty Municipal Corp.
Consolidated Balance Sheets (unaudited)
(dollars in millions except per share and share amounts)
 
As of
March 31, 2016
 
As of
December 31, 2015
Assets
 
 
 
Investment portfolio:
 
 
 
Fixed-maturity securities, available-for-sale, at fair value (amortized cost of $5,850 and $5,901)
$
6,084

 
$
6,090

Short-term investments, at fair value
168

 
257

Other invested assets (includes Surplus Note from affiliate of $300 and $300)
359

 
360

Total investment portfolio
6,611

 
6,707

Cash
23

 
22

Premiums receivable
407

 
425

Ceded unearned premium reserve
836

 
845

Reinsurance recoverable on unpaid losses
160

 
154

Salvage and subrogation recoverable
151

 
109

Credit derivative assets
63

 
63

Deferred tax asset, net
110

 
103

Financial guaranty variable interest entities’ assets, at fair value
704

 
735

Other assets
144

 
132

Total assets   
$
9,209

 
$
9,295

Liabilities and shareholder's equity
 
 
 
Unearned premium reserve
$
2,800

 
$
2,933

Loss and loss adjustment expense reserve
547

 
488

Reinsurance balances payable, net
118

 
118

Notes payable
12

 
13

Credit derivative liabilities
153

 
154

Current income tax payable
63

 
16

Financial guaranty variable interest entities’ liabilities with recourse, at fair value
667

 
713

Financial guaranty variable interest entities’ liabilities without recourse, at fair value
116

 
121

Other liabilities
280

 
295

Total liabilities   
4,756

 
4,851

Commitments and contingencies (See Note 13)
 
 
 
Preferred stock ($1,000 par value, 5,000.1 shares authorized; 0 shares issued and outstanding)

 

Common stock ($45,455 par value, 330 shares authorized; issued and outstanding)
15

 
15

Additional paid-in capital
975

 
975

Retained earnings
2,940

 
2,967

Accumulated other comprehensive income, net of tax of $80 and $66
134

 
110

Total shareholder's equity attributable to Assured Guaranty Municipal Corp.
4,064

 
4,067

Noncontrolling interest
389

 
377

Total shareholder's equity
4,453

 
4,444

Total liabilities and shareholder's equity   
$
9,209

 
$
9,295


The accompanying notes are an integral part of these consolidated financial statements.

1



Assured Guaranty Municipal Corp.
Consolidated Statements of Operations (unaudited)
(in millions)
 
Three Months Ended March 31,
 
2016
 
2015
Revenues
 
 
 
Net earned premiums
$
111

 
$
95

Net investment income
64

 
67

Net realized investment gains (losses):
 
 
 
Other-than-temporary impairment losses
(15
)
 
(1
)
Less: portion of other-than-temporary impairment loss recognized in other comprehensive income
(4
)
 
1

Net impairment loss
(11
)
 
(2
)
Other net realized investment gains (losses)
1

 
2

Net realized investment gains (losses)
(10
)
 
0

Net change in fair value of credit derivatives:
 
 
 
Realized gains (losses) and other settlements
4

 
17

Net unrealized gains (losses)
0

 
2

Net change in fair value of credit derivatives
4

 
19

Fair value gains (losses) on committed capital securities
(7
)
 
2

Fair value gains (losses) on financial guaranty variable interest entities
13

 
(11
)
Other income (loss)
9

 
(12
)
Total revenues   
184

 
160

Expenses
 
 
 
Loss and loss adjustment expenses
53

 
10

Amortization of deferred ceding commissions
(3
)
 
(3
)
Interest expense
0

 
0

Other operating expenses
30

 
27

Total expenses   
80

 
34

Income (loss) before income taxes   
104

 
126

Provision (benefit) for income taxes
 
 
 
Current
48

 
6

Deferred
(21
)
 
27

Total provision (benefit) for income taxes   
27

 
33

Net income (loss)
77

 
93

Less: Noncontrolling interest
9

 
9

Net income (loss) attributable to Assured Guaranty Municipal Corp.
$
68

 
$
84


The accompanying notes are an integral part of these consolidated financial statements.


2



Assured Guaranty Municipal Corp.
Consolidated Statements of Comprehensive Income (unaudited)
(in millions)
 
Three Months Ended March 31,
 
2016
 
2015
Net income (loss)   
$
77

 
$
93

Unrealized holding gains (losses) arising during the period on:
 
 
 
Investments with no other-than-temporary impairment, net of tax provision (benefit) of $19 and $(2)
35

 
(5
)
Investments with other-than-temporary impairment, net of tax provision (benefit) of $(7) and $1
(12
)
 
2

Unrealized holding gains (losses) arising during the period, net of tax
23

 
(3
)
Less: reclassification adjustment for gains (losses) included in net income (loss), net of tax provision (benefit) of $(2) and $0
(4
)
 
0

Other comprehensive income (loss)
27

 
(3
)
Comprehensive income (loss)   
104

 
90

Less: Comprehensive income (loss) attributable to noncontrolling interest
12

 
10

Comprehensive income (loss) attributable to Assured Guaranty Municipal Corp.
$
92

 
$
80


The accompanying notes are an integral part of these consolidated financial statements.


3



Assured Guaranty Municipal Corp.
Consolidated Statements of Shareholder’s Equity (unaudited)
For the Three Months Ended March 31, 2016
(dollars in millions, except share data)
 
Common Shares Outstanding
 
Common Stock Par Value
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive Income
 
Total
Shareholder's
Equity
Attributable to Assured Guaranty Municipal Corp.
 
Noncontrolling
Interest
 
Total
Shareholder's
Equity
Balance at December 31, 2015
330

 
15

 
975

 
2,967

 
110

 
4,067

 
377

 
4,444

Net income

 

 

 
68

 

 
68

 
9

 
77

Dividends

 

 

 
(95
)
 

 
(95
)
 

 
(95
)
Other comprehensive income (loss)

 

 

 

 
24

 
24

 
3

 
27

Balance at March 31, 2016
330

 
$
15

 
$
975

 
$
2,940

 
$
134

 
$
4,064

 
$
389

 
$
4,453




For the Three Months Ended March 31, 2015
(dollars in millions, except share data)
 
Common Shares Outstanding
 
Common Stock Par Value
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive Income
 
Total
Shareholder's
Equity
Attributable to Assured Guaranty Municipal Corp.
 
Noncontrolling
Interest
 
Total
Shareholder's
Equity
Balance at December 31, 2014
330

 
$
15

 
$
1,000

 
$
2,752

 
$
184

 
$
3,951

 
$
339

 
4,290

Net income

 

 

 
84

 

 
84

 
9

 
93

Dividends

 

 

 
(66
)
 

 
(66
)
 

 
(66
)
Other comprehensive income (loss)

 

 

 

 
(4
)
 
(4
)
 
1

 
(3
)
Return of capital

 

 
(25
)
 

 

 
(25
)
 

 
(25
)
Balance at March 31, 2015
330

 
15

 
975

 
2,770

 
180

 
3,940

 
349

 
4,289




The accompanying notes are an integral part of these consolidated financial statements.


4



Assured Guaranty Municipal Corp.
Consolidated Statements of Cash Flows (unaudited)
(in millions)
 
Three Months Ended March 31,
 
2016
 
2015
Net cash flows provided by (used in) operating activities
$
(40
)
 
$
(6
)
Investing activities
 
 
 
Fixed-maturity securities:
 
 
 
Purchases
(179
)
 
(316
)
Sales
39

 
140

Maturities
191

 
94

Net sales (purchases) of short-term investments
89

 
191

Net proceeds from paydowns on financial guaranty variable interest entities’ assets
32

 
27

Net cash flows provided by (used in) investing activities   
172

 
136

Financing activities
 
 
 
Dividends paid
(95
)
 
(66
)
Repayment of notes payable
0

 
(1
)
Net paydowns of financial guaranty variable interest entities' liabilities
(36
)
 
(35
)
Repayment of Surplus Notes

 
(25
)
Net cash flows provided by (used in) financing activities   
(131
)
 
(127
)
Effect of foreign exchange rate changes
0

 
(1
)
Increase (decrease) in cash
1

 
2

Cash at beginning of period
22

 
23

Cash at end of period   
$
23

 
$
25

Supplemental cash flow information
 
 
 
Cash paid (received) during the period for:
 
 
 
Income taxes
$
1

 
$
17

Interest
$
0

 
$
0


The accompanying notes are an integral part of these consolidated financial statements.

5



Assured Guaranty Municipal Corp.
Notes to Consolidated Financial Statements (unaudited)
March 31, 2016

1.    Business and Basis of Presentation

Business

Assured Guaranty Municipal Corp. (“AGM,” or together with its direct and indirect subsidiaries, the “Company”), a New York domiciled insurance company, is a wholly owned subsidiary of Assured Guaranty Municipal Holdings Inc. (“AGMH”). AGMH is an indirect and wholly owned subsidiary of Assured Guaranty Ltd. (“AGL” and, together with its subsidiaries, “Assured Guaranty”). AGL 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. AGM was formerly known as Financial Security Assurance Inc.

The Company applies its credit underwriting judgment, risk management skills and capital markets experience 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 (“Debt Service”), the Company is required under its unconditional and irrevocable financial guaranty to pay the amount of the shortfall to the holder of the obligation. Obligations insured by the Company include bonds issued by U.S. state or municipal governmental authorities and notes issued to finance international infrastructure projects. AGM had previously offered insurance and reinsurance in the global structured finance market, but has not done so since mid-2008. AGM and its indirect subsidiary Municipal Assurance Corp. ("MAC") each markets its financial guaranty insurance directly to issuers and underwriters of public 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 Australia and Western Europe.

In the past, the Company sold credit protection by issuing policies that guaranteed payment obligations under credit derivatives, primarily credit default swaps (“CDS”). Financial guaranty 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 financial guaranty insurance contracts. The Company’s credit derivative transactions are governed by International Swaps and Derivative Association, Inc. (“ISDA”) documentation. The Company has not entered into any new CDS in order to sell credit protection since 2008. Regulatory guidelines were issued in 2009 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 new CDS. The Company actively pursues opportunities to terminate existing CDS, which have the effect of reducing future fair value volatility in income and/or reducing rating agency capital charges.

Basis of Presentation

The unaudited interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and, in the opinion of management, reflect all adjustments that are of a normal recurring nature, necessary for a fair statement of the financial condition, results of operations and cash flows of the Company and its consolidated financial guaranty variable interest entities (“FG VIEs”) for the periods presented. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These unaudited interim consolidated financial statements are as of March 31, 2016 and cover the three-month period ended March 31, 2016 ("First Quarter 2016") and the three-month period ended March 31, 2015 ("First Quarter 2015"). Certain financial information that is normally included in annual financial statements prepared in accordance with GAAP, but is not required for interim reporting purposes, has been condensed or omitted. The year-end balance sheet data was derived from audited financial statements.

The unaudited interim consolidated financial statements include the accounts of AGM, its direct and indirect subsidiaries (collectively, the “Subsidiaries”), and its consolidated FG VIEs. Intercompany accounts and transactions between and among all consolidated entities have been eliminated. Certain prior year balances have been reclassified to conform to the current year's presentation.

6




These unaudited interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements of AGM included in Exhibit 99.1 in AGL's Form 8-K dated March 30, 2015, filed with the U.S. Securities and Exchange Commission (the “SEC”).

AGM's direct and indirect subsidiaries are as follows:

Assured Guaranty (Europe) Ltd. (“AGE”), organized in the U.K. and 100% owned by AGM;
Municipal Assurance Holdings Inc. (“MAC Holdings”), incorporated in Delaware and 60.7% owned by AGM and 39.3% owned by AGM's affiliate, Assured Guaranty Corp. ("AGC"); and
MAC, domiciled in New York and 100% owned by MAC Holdings.

Future Application of Accounting Standards

Share-Based Payments

In March 2016, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment, which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows.  The new guidance will require all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur.  The ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and early adoption is permitted.  The Company is currently evaluating the effect of adopting this ASU on its Consolidated Financial Statements.

2.    Rating Actions

When a rating agency assigns a public rating to a financial obligation guaranteed by AGM, AGE or MAC, it generally awards that obligation the same rating it has assigned to the financial strength of those insurance companies. Investors in products insured by AGM or MAC or guaranteed by AGE frequently rely on ratings published by the rating agencies because such ratings influence the trading value of securities and form the basis for many institutions’ investment guidelines as well as individuals’ bond purchase decisions. Therefore, the Company manages its business with the goal of achieving strong financial strength ratings. However, the methodologies and models used by rating agencies differ, presenting conflicting goals that may make it inefficient or impractical to reach the highest rating level. The methodologies and models are not fully transparent, contain subjective elements and data (such as assumptions about future market demand for the Company’s products) and change frequently. Ratings are subject to continuous review and revision or withdrawal at any time. If the financial strength ratings of one (or more) of AGM, AGE or MAC were reduced below current levels, the Company expects it could have adverse effects on the impacted insurance company's future business opportunities as well as the premiums the impacted company could charge for its insurance policies.

The Company periodically assesses the value of each rating assigned to each of its companies, and may as a result of such assessment request that a rating agency add or drop a rating from certain of its companies. For example, the Kroll Bond Rating Agency ("KBRA") ratings were first assigned to MAC in 2013 and to AGM in 2014, while a Moody's Investors Service, Inc. ("Moody's") rating was never requested for MAC.

In the last several years, Standard & Poor's Ratings Services ("S&P") and Moody’s have changed, multiple times, their financial strength ratings of AGM and AGE, or changed the outlook on such ratings. More recently, KBRA has assigned financial strength ratings to MAC and AGM. The rating agencies' most recent actions related to AGM and its subsidiaries are:

On December 8, 2015 Moody's published credit opinions maintaining its existing insurance financial strength ratings of A2 (stable outlook) on AGM and AGE.

On August 3, 2015 and December 10, 2015, KBRA affirmed the AA+ (stable outlook) financial strength ratings of MAC and AGM, respectively.

On June 29, 2015, S&P affirmed the AA (stable) financial strength ratings of AGM and AGE.

7




There can be no assurance that any of the rating agencies will not take negative action on the financial strength ratings of AGM or its insurance subsidiaries in the future.

For a discussion of the effects of rating actions on the Company, see the following:

Note 5, Financial Guaranty Insurance
Note 12, Reinsurance and Other Monoline Exposures
Note 14, Notes Payable and Credit Facilities (regarding the impact on AGM's insured leveraged lease transactions)

3.    Outstanding Exposure

The Company’s financial guaranty contracts are written in either insurance or credit derivative form, but collectively are considered financial guaranty contracts. The Company seeks to limit its exposure to losses by underwriting obligations that it views as investment grade at inception, although, as part of its loss mitigation strategy for existing troubled credits, it may underwrite new issuances that it views as below-investment-grade ("BIG"). The Company diversifies its insured portfolio across asset classes and, in the structured finance portfolio, requires rigorous subordination or collateralization requirements. Reinsurance may be used in order to reduce net exposure to certain insured transactions.

The Company has issued financial guaranty insurance policies on public finance obligations and, prior to mid-2008, structured finance obligations. Public finance obligations insured by the Company consist primarily 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, health care 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 8, Consolidated Variable Interest Entities. Unless otherwise specified, the outstanding par and Debt Service amounts presented in this note include outstanding exposures on VIEs whether or not they are consolidated. While AGM has ceased insuring new originations of asset-backed securities, a significant portfolio of such obligations remains outstanding. AGM's wholly owned subsidiary, AGE, provides financial guarantees in the international public finance market and intends to provide such guarantees in the international structured finance market, subject to regulatory approval.

Debt Service and par outstanding exposures presented in these financial statements are presented on a consolidated basis. That is, amounts presented include 100% of the exposures of AGM, AGE and MAC, despite the fact that AGM indirectly owns only 60.7% of MAC.

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 monitors its investment grade credits to determine whether any need to be internally downgraded to BIG and refreshes its internal credit ratings on individual credits in quarterly, semi-annual or annual cycles based on the Company’s view of the credit’s quality, loss potential, volatility and sector. Ratings on credits in sectors identified as under the most stress or with the most potential volatility are reviewed every quarter.
 
Credits identified as BIG are subjected to further review to determine the probability of a loss. See Note 4, Expected Loss to be Paid for additional information. Surveillance personnel then assign each BIG transaction to the appropriate BIG

8



surveillance category based upon whether a future loss is expected and whether a claim has been paid. For surveillance purposes, the Company calculates present value using a constant discount rate of 5%. (A risk-free rate is used for calculating the expected loss for financial statement measurement purposes.)
 
More extensive monitoring and intervention is employed for all BIG surveillance categories, with internal credit ratings reviewed quarterly. 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 pay more claims in the future of that transaction than it will have 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.

Components of Outstanding Exposure

Unless otherwise noted, ratings disclosed herein on the Company's insured portfolio reflect its internal ratings. 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.

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 (unless otherwise indicated) from par and Debt Service outstanding, because it manages such securities as investments and not insurance exposure. The following table presents the gross and net debt service for all financial guaranty contracts.

Financial Guaranty
Debt Service Outstanding

 
Gross Debt Service Outstanding
 
Net Debt Service Outstanding(1)
 
March 31, 2016
 
December 31, 2015
 
March 31, 2016
 
December 31, 2015
 
(in millions)
Public finance
$
401,570

 
$
415,968

 
$
290,684

 
$
302,557

Structured finance
21,885

 
22,880

 
19,568

 
20,479

Total financial guaranty
$
423,455

 
$
438,848

 
$
310,252

 
$
323,036

_____________________
(1)
Includes $98.4 billion and $104.5 billion of net debt service outstanding, as of March 31, 2016 and December 31, 2015, respectively, from MAC, which represents 100% of MAC's net debt service outstanding. However, AGM's indirect ownership of MAC is only 60.7%.



9



Financial Guaranty Portfolio by Internal Rating
As of March 31, 2016

 
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
$
2,073

 
1.2
%
 
$
531

 
2.9
%
 
$
8,259

 
58.6
%
 
$
1,727

 
65.0
%
 
$
12,590

 
6.0
%
AA
44,107

 
25.2

 
134

 
0.7

 
3,164

 
22.5

 
33

 
1.2

 
47,438

 
22.6

A
91,078

 
52.1

 
5,079

 
27.7

 
40

 
0.3

 
155

 
5.8

 
96,352

 
45.9

BBB
34,680

 
19.9

 
11,761

 
64.0

 
122

 
0.8

 
334

 
12.7

 
46,897

 
22.4

BIG
2,752

 
1.6

 
857

 
4.7

 
2,506

 
17.8

 
406

 
15.3

 
6,521

 
3.1

Total net par outstanding (1) (2)
$
174,690

 
100.0
%
 
$
18,362

 
100.0
%
 
$
14,091

 
100.0
%
 
$
2,655

 
100.0
%
 
$
209,798

 
100.0
%
_____________________
(1)
Excludes $685 million of loss mitigation securities insured and held by the Company as of March 31, 2016, which are primarily BIG.

(2)
Includes $69.7 billion of net par outstanding as of March 31, 2016, from MAC, which represents 100% of MAC's net par outstanding. However, AGM's indirect ownership of MAC is only 60.7%.


Financial Guaranty Portfolio by Internal Rating
As of December 31, 2015

 
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
$
2,431

 
1.3
%
 
$
553

 
3.0
%
 
$
8,529

 
57.6
%
 
$
1,786

 
66.1
%
 
$
13,299

 
6.1
%
AA
47,028

 
25.9

 
134

 
0.7

 
3,421

 
23.1

 
35

 
1.3

 
50,618

 
23.3

A
98,954

 
54.6

 
5,126

 
27.7

 
41

 
0.3

 
153

 
5.7

 
104,274

 
48.0

BBB
30,443

 
16.8

 
11,832

 
64.1

 
123

 
0.9

 
329

 
12.1

 
42,727

 
19.6

BIG
2,522

 
1.4

 
837

 
4.5

 
2,681

 
18.1

 
401

 
14.8

 
6,441

 
3.0

Total net par outstanding (1) (2)
$
181,378

 
100.0
%
 
$
18,482

 
100.0
%
 
$
14,795

 
100.0
%
 
$
2,704

 
100.0
%
 
$
217,359

 
100.0
%
_____________________
(1)
Excludes $659 million of loss mitigation securities insured and held by the Company as of December 31, 2015, which are primarily BIG.

(2)
Includes $73.5 billion of net par outstanding as of December 31, 2015, from MAC, which represents 100% of MAC's net par outstanding. However, AGM's indirect ownership of MAC is only 60.7%.
 
In addition to amounts shown in the tables above, AGM had outstanding commitments to provide guaranties of $101 million for public finance obligations as of March 31, 2016, all of which expired prior to the date of this filing. AGM also had outstanding commitments of $124 million as of March 31, 2016 which can be used together with AGC, an affiliate of the Company. The expiration dates for these public finance commitments range between June 30, 2016 and February 25, 2017. The 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.


10



Components of BIG Portfolio

Components of BIG Net Par Outstanding
(Insurance and Credit Derivative Form)
As of March 31, 2016

 
BIG Net Par Outstanding
 
Net Par
 
BIG 1
 
BIG 2
 
BIG 3
 
Total BIG
 
Outstanding
 
(in millions)
U.S. public finance
$
1,570

 
$
1,121

 
$
61

 
$
2,752

 
$
174,690

Non-U.S. public finance
631

 
226

 

 
857

 
18,362

Structured finance:
 
 
 
 
 
 
 
 
 
First lien U.S. residential mortgage-backed securities ("RMBS"):
 
 
 
 
 
 
 
 
 
Prime first lien

 
16

 

 
16

 
47

Alt-A first lien
24

 
23

 
404

 
451

 
596

Option ARM
7

 

 
38

 
45

 
93

Subprime
13

 
165

 
747

 
925

 
2,092

Second lien U.S. RMBS
212

 
18

 
699

 
929

 
1,059

Total U.S. RMBS
256

 
222

 
1,888

 
2,366

 
3,887

Other structured finance
456

 
53

 
37

 
546

 
12,859

Total
$
2,913

 
$
1,622

 
$
1,986

 
$
6,521

 
$
209,798



Components of BIG Net Par Outstanding
(Insurance and Credit Derivative Form)
As of December 31, 2015

 
BIG Net Par Outstanding
 
Net Par
 
BIG 1
 
BIG 2
 
BIG 3
 
Total BIG
 
Outstanding
 
(in millions)
U.S. public finance
$
1,559

 
$
902

 
$
61

 
$
2,522

 
$
181,378

Non-U.S. public finance
622

 
215

 

 
837

 
18,482

Structured finance:
 
 
 
 
 
 
 
 
 
First lien U.S. RMBS:
 
 
 
 
 
 
 
 
 
Prime first lien

 
17

 

 
17

 
49

Alt-A first lien
26

 
30

 
438

 
494

 
644

Option ARM
2

 

 
45

 
47

 
101

Subprime
45

 
143

 
807

 
995

 
2,200

Second lien U.S. RMBS
341

 
18

 
626

 
985

 
1,108

Total U.S. RMBS
414

 
208

 
1,916

 
2,538

 
4,102

Other structured finance
451

 
54

 
39

 
544

 
13,397

Total
$
3,046

 
$
1,379

 
$
2,016

 
$
6,441

 
$
217,359




11



BIG Net Par Outstanding
and Number of Risks
As of March 31, 2016

 
 
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
$
2,820

 
$
93

 
$
2,913

 
60

 
2

 
62

Category 2
1,622

 

 
1,622

 
15

 

 
15

Category 3
1,971

 
15

 
1,986

 
44

 
2

 
46

Total BIG
$
6,413

 
$
108

 
$
6,521

 
119

 
4

 
123



BIG Net Par Outstanding
and Number of Risks
As of December 31, 2015

 
 
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
$
2,955

 
$
91

 
$
3,046

 
59

 
2

 
61

Category 2
1,379

 

 
1,379

 
14

 

 
14

Category 3
2,000

 
16

 
2,016

 
43

 
2

 
45

Total BIG
$
6,334

 
$
107

 
$
6,441

 
116

 
4

 
120

____________________
(1)
Includes net par outstanding for VIEs.

(2)
A risk represents the aggregate of the financial guaranty policies that share the same revenue source for purposes of making Debt Service payments.

Exposure to Puerto Rico

The Company has insured exposure to general obligation bonds of the Commonwealth of Puerto Rico and various obligations of its related authorities and public corporations aggregating $2.14 billion net par as of March 31, 2016, $2.06 billion of which is rated BIG.

Puerto Rico has experienced significant general fund budget deficits in recent years. In addition to high debt levels, Puerto Rico faces a challenging economic environment.

In June 2014, the Puerto Rico legislature passed the Puerto Rico Public Corporation Debt Enforcement and Recovery Act (the "Recovery Act") in order to provide a legislative framework for certain public corporations experiencing severe financial stress to restructure their debt, including Puerto Rico Highway and Transportation Authority ("PRHTA") and Puerto Rico Electric Power Authority ("PREPA"). Subsequently, the Commonwealth stated PREPA might need to seek relief under the Recovery Act due to liquidity constraints. Investors in bonds issued by PREPA filed suit in the United States District Court for the District of Puerto Rico challenging the Recovery Act. On February 6, 2015, the U.S. District Court for the District of Puerto Rico ruled the Recovery Act is preempted by the U.S. Bankruptcy Code and is therefore void. On July 6, 2015, the U.S. Court of Appeals for the First Circuit upheld that ruling, and on June 13, 2016 the U.S. Supreme Court upheld the First Circuit's ruling.


12



On June 28, 2015, Governor García Padilla of Puerto Rico (the "Governor") publicly stated that the Commonwealth’s public debt, considering the current level of economic activity, is unpayable and that a comprehensive debt restructuring may be necessary, and he has made similar statements since then.

On September 9, 2015, the Working Group for the Fiscal and Economic Recovery of Puerto Rico (“Working Group”) established by the Governor published its “Puerto Rico Fiscal and Economic Growth Plan” (the “FEGP”). The FEGP included a recommendation that the Commonwealth’s advisors begin to work on a voluntary exchange offer to its creditors as part of the FEGP.
On November 30, 2015, and December 8, 2015, the Governor issued executive orders (“Clawback Orders”) directing the Puerto Rico Department of Treasury and the Puerto Rico Tourism Company to retain or transfer certain taxes pledged to secure the payment of bonds issued by PRHTA, Puerto Rico Infrastructure Finance Authority ("PRIFA") and Puerto Rico Convention Center District Authority ("PRCCDA"). On January 7, 2016 the Company sued various Puerto Rico governmental officials in the United States District Court, District of Puerto Rico asserting that this attempt to “claw back” pledged taxes is unconstitutional, and demanding declaratory and injunctive relief. The Puerto Rico credits insured by the Company impacted by the Clawback Orders are shown in the table “Puerto Rico Net Par Outstanding” below.

On January 1, 2016, PRIFA defaulted on payment of a portion of the interest due on its bonds on that date. 

On April 6, 2016 the Governor signed into law the Puerto Rico Emergency Moratorium & Financial Rehabilitation Act (the “Moratorium Act”). The Moratorium Act purportedly empowers the Governor to declare a moratorium, entity by entity, on debt service payments on debt of the commonwealth and its related authorities and public corporations, as well as instituting a stay against related litigation, among other things. It is possible that a court may find any attempt to exercise the power to declare a moratorium on debt service payments purportedly granted by the Moratorium Act to be unconstitutional, and the impact of any attempt to exercise such power on the Puerto Rico credits insured by the Company is uncertain. Shortly after signing it into law, the Governor used the authority of the Moratorium Act to declare an emergency period with respect to the Government Development Bank (the “GDB”), placing restrictions on its disbursements and certain of its other activities and moving the clearing of payroll of Commonwealth and GDB employees from the GDB.

On April 30, 2016, the Governor signed an order under the Moratorium Act ordering a moratorium on the debt service payment of approximately $422 million due to be made by the GDB on May 2, 2016. On May 1, 2016, the GDB announced a tentative agreement with a group of creditors of the GDB (the “Ad Hoc Group”) for a restructuring of GDB’s notes and that the GDB would pay the interest due on May 2, 2016. According to the announcement, the Ad Hoc Group agreed to forbear from initiating litigation for 30 days during the pendency of negotiations. The GDB noted in its May 1 announcement that the tentative agreement requires 100% participation of the GDB’s creditors and that it would be unlikely to reach that level of participation without a restructuring law enabling it to bind non-consenting creditors. The Company does not insure any debt issued by the GDB. The April 30 order also declared an emergency period at PRIFA, but did not declare a moratorium on the payment of its debt. On May 18, 2016, the Governor signed an order under the Moratorium Act declaring an emergency period at PRHTA, but not declaring a moratorium on the payment of its debt.

On June 9, 2016, the U.S. House of Representatives passed the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”). PROMESA must still be passed by the U.S. Senate and signed by the President to become law. If enacted into law in its current form, PROMESA would establish a federal financial oversight board with authority to ensure that fiscal plans are adopted and implemented by Puerto Rico and a legal framework under which the debt of the Commonwealth and its instrumentalities could be restructured. It would grant the financial oversight board the sole authority to petition a federal court to restructure the debt of the Commonwealth and its instrumentalities. If enacted in its current form, PROMESA appears to preempt at least portions of the Moratorium Act and stay the Company’s litigation regarding the Clawback Orders. There can be no assurance that PROMESA will be enacted in its current form or at all, or when it will be enacted, if at all. The final shape, timing and validity of responses to Puerto Rico’s distress eventually enacted or implemented by Puerto Rico or the United States, if any, and the impact of any such actions on obligations insured by the Company, is uncertain and may differ substantially from PROMESA as passed by the U.S. House of Representatives on June 9, 2016, and from recommendations of the Working Group or any other proposals or plans described in the press or offered to date or in the future.

S&P, Moody’s and Fitch Ratings have lowered the credit rating of the Commonwealth’s bonds and on its public corporations several times over the past approximately two years, and the Commonwealth has disclosed its liquidity has been adversely affected by rating agency downgrades and by the limited market access for its debt, and also noted it has relied on short-term financings and interim loans from the GDB and other private lenders, which reliance has constrained its liquidity and increased its near-term refinancing risk.

13



PREPA

As of March 31, 2016, the Company had $431 million insured net par outstanding of PREPA obligations. On July 1, 2015, PREPA made full payment of the $416 million of principal and interest due on its bonds, including bonds insured by AGM and AGC. However, that payment was conditioned on and facilitated by AGM and AGC agreeing, also on July 1, to purchase a portion of $131 million of interest-bearing bonds to help replenish certain of the operating funds PREPA used to make the $416 million of principal and interest payments. On July 31, 2015, AGM purchased $74 million aggregate principal amount of those bonds; the bonds were repaid in full in 2016.

On December 24, 2015, AGM and AGC entered into a Restructuring Support Agreement (“RSA”) with PREPA, an ad hoc group of uninsured bondholders and a group of fuel-line lenders that would, subject to certain conditions, result in, among other things, modernization of the utility and a restructuring of current debt. Upon finalization of the contemplated restructuring transaction, insured PREPA revenue bonds (with no reduction to par or stated interest rate or extension of maturity) will be supported by securitization bonds issued by a special purpose corporation and secured by a transition charge assessed on ratepayers. To facilitate the securitization transaction, which enables PREPA to achieve debt relief and more efficient capital markets financing, AGM and AGC will issue surety insurance policies in an aggregate amount not expected to exceed $113 million ($99 million for AGM and $14 million for AGC) in exchange for a market premium and to support a portion of the reserve fund for the securitization bonds. Certain of the creditors also agreed, subject to certain conditions, to participate in a bridge financing. The AGM’s and AGC's shares of the bridge financing is approximately $15 million ($13 million for AGM and $2 million for AGC). Legislation meeting the requirements of the RSA was enacted on February 16, 2016.  A portion of the bridge financing was closed on May 19, 2016. The Company’s share of that portion was approximately $6.4 million. The closing of the remaining portion of the bridge financing, the closing of the restructuring transaction and the issuance of the surety bonds are subject to certain conditions, including execution of acceptable documentation and legal opinions.
There can be no assurance that the conditions in the RSA will be met or that, if the conditions are met, the RSA's other provisions, including those related to the restructuring of the insured PREPA revenue bonds, will be implemented. In addition, the impact of the Moratorium Act or any attempt to exercise the power purportedly granted by the Moratorium Act on the implementation of the RSA is uncertain. PREPA, during the pendency of the agreements, has suspended deposits into its debt service fund.

PRHTA

As of March 31, 2016, the Company had $289 million insured net par outstanding of PRHTA (Transportation revenue) bonds and $219 million net par of PRHTA (Highway revenue) bonds. The Clawback Orders cover Commonwealth-derived taxes that are allocated to PRHTA. The Company believes that such sources represented a substantial majority of PRHTA’s revenues in 2015. As noted above, on May 18, 2016, the Governor signed an order under the Moratorium Act declaring an emergency period at PRHTA, but not declaring a moratorium on the payment of its debt. The May 18 order froze the transfer of revenues from PRHTA to the trustee for its bonds and imposed a stay on related legal claims. There are reportedly already sufficient funds in the PRHTA bond accounts to make the projected 2016 PRHTA bond payments.

Puerto Rico Sales Tax Financing Corporation (“COFINA”)

As of March 31, 2016, the Company had $262 million insured net par outstanding of junior COFINA bonds, which are secured by a lien on certain sales and use taxes. There have been proposals from both the Commonwealth and from holders of certain senior COFINA bonds to restructure COFINA debt.

Municipal Finance Agency ("MFA")
    
As of March 31, 2016, the Company had $206 million net par outstanding of bonds issued by MFA secured by a pledge of local property tax revenues. On October 13, 2015, the Company and AGC filed a motion to intervene in litigation between Centro de Recaudación de Ingresos Municipales (“CRIM”) and the GDB in which CRIM was seeking to ensure that the pledged tax revenues are, and will continue to be, available to support the MFA bonds. While the Company’s motion to intervene was denied, the GDB and CRIM have reported that they executed a new deed of trust that requires the GDB, as fiduciary, to keep the pledged tax revenues separate from any other GDB monies or accounts and that governs the manner in which the pledged revenues may be invested and dispersed.

14



    
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
 
March 31, 2016
 
December 31, 2015
 
March 31, 2016
 
December 31, 2015
 
(in millions)
   Total
$
3,761

 
$
3,761

 
$
5,988

 
$
6,081



Puerto Rico
Net Par Outstanding
 
 
As of
March 31, 2016
 
As of
December 31, 2015
 
 
Total
 
Internal Rating
 
Total
 
Internal Rating
 
 
(in millions)
Commonwealth of Puerto Rico - General Obligation Bonds
 
$
720

 
CCC
 
$
720

 
CCC
PREPA
 
431

 
CC
 
431

 
CC
PRHTA (Transportation revenue) ("Primary policies") (2)
 
209

 
CCC-
 
209

 
CCC-
PRHTA (Transportation revenue) ("Second-to-pay policies") (1)(2)
 
80

 
AA
 
80

 
AA
PRHTA total
 
289

 
 
 
289

 
 
COFINA
 
262

 
CCC+
 
261

 
CCC+
PRHTA (Highway revenue) (2)
 
219

 
CCC
 
219

 
CCC
MFA
 
206

 
CCC-
 
206

 
CCC-
Puerto Rico Public Buildings Authority
 
13

 
B
 
14

 
B
Total net exposure to Puerto Rico
 
$
2,140

 
 
 
$
2,140

 
 
__________________
(1)
Represents exposure as to which AGM guarantees payment of principal and interest when due in the event that both the obligor and the AGM affiliate that issued a primary insurance policy fail to pay.

(2)
The Governor issued executive orders on November 30, 2015, and December 8, 2015, directing the Puerto Rico Department of Treasury and the Puerto Rico Tourism Company to retain or transfer certain taxes and revenues pledged to secure the payment of bonds issued by PRHTA. On January 7, 2016 the Company sued various Puerto Rico governmental officials in the United States District Court, District of Puerto Rico asserting that this attempt to “claw back” pledged taxes and revenues is unconstitutional, and demanding declaratory and injunctive relief.


15



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 rated BIG by the Company. 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 principal and interest due in any given period and the amount paid by the obligors.

Amortization Schedule of Puerto Rico BIG Net Par Outstanding
and Net Debt Service Outstanding
As of March 31, 2016

 
 
Scheduled BIG Net Par Amortization
 
Scheduled BIG Net Debt Service Amortization
 
 
(in millions)
 
2016 (April 1 – June 30)
 
$
0

 
$
1

 
2016 (July 1 – September 30)
 
111

 
162

 
2016 (October 1 – December 31)
 
0

 
2

 
2017
 
103

 
204

 
2018
 
64

 
157

 
2019
 
90

 
182

 
2020
 
98

 
184

 
2021
 
48

 
128

 
2022
 
56

 
134

 
2023
 
85

 
160

 
2024
 
103

 
176

 
2025
 
92

 
157

 
2026-2030
 
384

 
654

 
2031-2035
 
457

 
630

 
2036-2040
 
216

 
290

 
2041-2043
 
153

 
168

 
Total
 
$
2,060


$
3,389





16



Exposure to the Selected European Countries

The European countries where the Company has exposure and believes heightened uncertainties exist are: Hungary, Italy, Portugal and Spain (collectively, the “Selected European Countries”). The Company’s direct economic exposure to the Selected European Countries (based on par for financial guaranty contracts and notional amount for financial guaranty contracts accounted for as derivatives) is shown in the following table, net of ceded reinsurance.

Net Direct Economic Exposure to Selected European Countries(1)
As of March 31, 2016

 
 
Hungary
 
Italy
 
Portugal
 
Spain
 
Total
 
 
(in millions)
Sub-sovereign exposure(2)
 
$
210

 
$
667

 
$
79

 
$
289

 
$
1,245

Non-sovereign exposure(3)
 
169

 
339

 

 

 
508

Total
 
$
379

 
$
1,006

 
$
79

 
$
289

 
$
1,753

Total BIG (See Note 4)
 
$
310

 
$

 
$
79

 
$
289

 
$
678

____________________
(1)
While the Company’s exposures are shown in U.S. dollars, the obligations the Company insures are in various currencies, primarily Euros.
 
(2)
Sub-sovereign exposure in Selected European Countries includes transactions backed by receivables from or supported by sub-sovereigns, which are governmental or government-backed entities other than the ultimate governing body of the country.

(3)
Non-sovereign exposure in Selected European Countries includes debt of regulated utilities and RMBS.

The Company has excluded from the exposure tables above its indirect economic exposure to the Selected European Countries through policies it provides on pooled corporate transactions. The Company calculates indirect exposure to a country by multiplying the par amount of a transaction insured by the Company times the percent of the relevant collateral pool reported as having a nexus to the country. On that basis, the Company has calculated exposure of $43 million to Selected European Countries in transactions with $2.2 billion of net par outstanding.
    
4.    Expected Loss to be Paid

Loss Estimation Process

This note provides information regarding expected claim payments to be made under all contracts in the insured portfolio, regardless of the accounting model. The Company’s loss reserve committees estimate expected loss to be paid 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 and sector-driven loss severity assumptions or judgmental assessments.

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. The determination of expected loss to be paid 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 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 quarter, and as a result the Company’s loss estimates may change materially over that same period.

The Company does not use traditional actuarial approaches to determine its estimates of expected losses. 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 probable and estimable losses may be subject to considerable volatility and may not reflect the Company's ultimate claims paid. For information on the Company's loss estimation process, please refer to Note 4, Expected Losses to be Paid, of the annual consolidated financial statements of AGM for the year ended December 31, 2015 included in Exhibit 99.1 in AGL's Form 8-K dated March 30, 2016, filed with the SEC.

17




The following tables present a roll forward of the present value of net expected loss to be paid for all contracts, whether accounted for as insurance, credit derivatives or FG VIEs, by sector, after the benefit for expected recoveries for breaches of representations and warranties ("R&W") and other expected recoveries. The Company used weighted average risk-free rates for U.S. dollar denominated obligations that ranged from 0.0% to 2.88% as of March 31, 2016 and 0.0% to 3.25% as of December 31, 2015.

Net Expected Loss to be Paid
After Net Expected Recoveries for Breaches of R&W
Roll Forward

 
First Quarter
 
2016
 
2015
 
(in millions)
Net expected loss to be paid, beginning of period
$
565

 
$
619

Economic loss development due to:
 
 
 
Accretion of discount
3

 
4

Changes in discount rates
20

 
2

Changes in timing and assumptions
20

 
0

Total economic loss development
43

 
6

Paid losses
(46
)
 
(19
)
Net expected loss to be paid, end of period
$
562

 
$
606










18



Net Expected Loss to be Paid
After Net Expected Recoveries for Breaches of R&W
Roll Forward by Sector
First Quarter 2016

 
Net Expected
Loss to be
Paid (Recovered)
as of
December 31, 2015 (2)
 
Economic Loss
Development
 
(Paid)
Recovered
Losses (1)
 
Net Expected
Loss to be
Paid (Recovered)
as of
March 31, 2016 (2)
 
(in millions)
Public Finance:
 
 
 
 
 
 
 
U.S. public finance
$
214

 
$
63

 
$
(2
)
 
$
275

Non-U.S. public finance
26

 
0

 

 
26

Public Finance
240

 
63

 
(2
)
 
301

Structured Finance:
 
 
 
 
 
 
 
U.S. RMBS:
 

 
 

 
 

 
 

First lien:
 

 
 

 
 

 
 

Alt-A first lien
89

 
(3
)
 
(31
)
 
55

Option ARM
(31
)
 
(13
)
 
2

 
(42
)
Subprime
207

 
2

 
(12
)
 
197

Total first lien
265

 
(14
)
 
(41
)
 
210

Second lien
37

 
(6
)
 
(2
)
 
29

Total U.S. RMBS
302

 
(20
)
 
(43
)
 
239

Other structured finance
23

 
0

 
(1
)
 
22

Structured Finance
325

 
(20
)
 
(44
)
 
261

Total
$
565

 
$
43

 
$
(46
)
 
$
562




19



Net Expected Loss to be Paid,
After Net Expected Recoveries for Breaches of R&W
Roll Forward by Sector
First Quarter 2015

 
Net Expected
Loss to be
Paid (Recovered)
as of
December 31, 2014
 
Economic Loss
Development
 
(Paid)
Recovered
Losses (1)
 
Net Expected
Loss to be
Paid (Recovered)
as of
March 31, 2015
 
(in millions)
Public Finance:
 
 
 
 
 
 
 
U.S. public finance
$
142

 
$
3

 
$
(1
)
 
$
144

Non-U.S. public finance
34

 
(2
)
 

 
32

Public Finance
176

 
1

 
(1
)
 
176

Structured Finance:
 
 
 
 
 
 
 
U.S. RMBS:
 
 
 
 
 
 
 
First lien:
 
 
 
 
 
 
 
Alt-A first lien
237

 
1

 
(11
)
 
227

Option ARM
(19
)
 
(3
)
 
(3
)
 
(25
)
Subprime
223

 
0

 
(7
)
 
216

Total first lien
441

 
(2
)
 
(21
)
 
418

Second lien
(22
)
 
7

 
4

 
(11
)
Total U.S. RMBS
419

 
5

 
(17
)
 
407

Other structured finance
24

 
0

 
(1
)
 
23

Structured Finance
443

 
5

 
(18
)
 
430

Total
$
619

 
$
6

 
$
(19
)
 
$
606

____________________
(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 in reinsurance recoverable on paid losses included in other assets. The Company paid $1 million and $2 million in loss adjustment expenses ("LAE") for First Quarter 2016 and 2015, respectively.

(2)
Includes expected LAE to be paid of $3 million as of March 31, 2016 and $3 million as of December 31, 2015.


Future Net R&W Benefit Receivable (Payable)(1)
 
 
As of
March 31, 2016
 
As of
December 31, 2015
 
 
(in millions)
U.S. RMBS:
 
 
 
 
First lien
$
(35
)
 
$
(9
)
 
Second lien
69

 
71

 
Total
$
34

 
$
62

 
____________________
(1)
The Company’s agreements with providers of breaches 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. See the section “Breaches of Representations and Warranties” for information about the R&W agreements and eligible assets held in trust with respect to such agreements. When the Company projects receiving more reimbursements in the future than it projects to pay in claims, the Company will have a net R&W payable.



20



The following tables present the present value of net expected loss to be paid for all contracts by accounting model, by sector and after the benefit for expected recoveries for breaches of R&W.  

Net Expected Loss to be Paid (Recovered)
By Accounting Model
As of March 31, 2016

 
Financial Guaranty Insurance
 
FG VIEs(1)
 
Credit Derivatives (2)
 
Total
 
(in millions)
Public Finance:
 
 
 
 
 
 
 
U.S. public finance
$
275

 
$

 
$

 
$
275

Non-U.S. public finance
26

 

 

 
26

Public Finance
301

 

 

 
301

Structured Finance:
 
 
 
 
 
 
 
U.S. RMBS:
 
 
 
 
 
 
 
First lien:
 
 
 
 
 
 
 
Alt-A first lien
36

 
19

 

 
55

Option ARM
(42
)
 

 

 
(42
)
Subprime
142

 
55

 

 
197

Total first lien
136

 
74

 

 
210

Second lien
(10
)
 
36

 
3

 
29

Total U.S. RMBS
126

 
110

 
3

 
239

Other structured finance
19

 

 
3

 
22

Structured Finance
145

 
110

 
6

 
261

Total
$
446

 
$
110

 
$
6

 
$
562




21



Net Expected Loss to be Paid (Recovered)
By Accounting Model
As of December 31, 2015

 
Financial Guaranty Insurance
 
FG VIEs(1)
 
Credit Derivatives (2)
 
Total
 
(in millions)
Public Finance:
 
 
 
 
 
 
 
U.S. public finance
$
214

 
$

 
$

 
$
214

Non-U.S. public finance
26

 

 

 
26

Public Finance
240

 

 

 
240

Structured Finance:
 
 
 
 
 
 
 
U.S. RMBS:
 
 
 
 
 
 
 
First lien:
 
 
 
 
 
 
 
Alt-A first lien
72

 
17

 

 
89

Option ARM
(31
)
 

 

 
(31
)
Subprime
147

 
60

 

 
207

Total first lien
188

 
77

 

 
265

Second lien
(4
)
 
37

 
4

 
37

Total U.S. RMBS
184

 
114

 
4

 
302

Other structured finance
20

 

 
3

 
23

Structured Finance
204

 
114

 
7

 
325

Total
$
444

 
$
114

 
$
7

 
$
565

___________________
(1)
Refer to Note 8, Consolidated Variable Interest Entities.

(2)
Refer to Note 7, Financial Guaranty Contracts Accounted for as Credit Derivatives.

    

22



The following tables present the net economic loss development for all contracts by accounting model, by sector and after the benefit for expected recoveries for breaches of R&W.

Net Economic Loss Development (Benefit)
By Accounting Model
First Quarter 2016

 
Financial Guaranty Insurance
 
FG VIEs(1)
 
Credit Derivatives(2)
 
Total
 
(in millions)
Public Finance:
 
 
 
 
 
 
 
U.S. public finance
$
63

 
$

 
$

 
$
63

Non-U.S. public finance
0

 

 

 
0

Public Finance
63

 

 

 
63

Structured Finance:
 
 
 
 
 
 
 
U.S. RMBS:
 
 
 
 
 
 
 
First lien:
 
 
 
 
 
 
 
Alt-A first lien
(4
)
 
1

 

 
(3
)
Option ARM
(13
)
 

 

 
(13
)
Subprime
2

 
0

 

 
2

Total first lien
(15
)
 
1

 

 
(14
)
Second lien
(8
)
 
2

 
0

 
(6
)
Total U.S. RMBS
(23
)
 
3

 
0

 
(20
)
Other structured finance
0

 

 
0

 
0

Structured Finance
(23
)
 
3

 
0

 
(20
)
Total
$
40

 
$
3

 
$
0

 
$
43




23



Net Economic Loss Development (Benefit)
By Accounting Model
First Quarter 2015

 
Financial Guaranty Insurance
 
FG VIEs(1)
 
Credit Derivatives(2)
 
Total
 
(in millions)
Public Finance:
 
 
 
 
 
 
 
U.S. public finance
$
3

 
$

 
$

 
$
3

Non-U.S. public finance
(2
)
 

 

 
(2
)
Public Finance
1

 

 

 
1

Structured Finance:
 
 
 
 
 
 
 
U.S. RMBS:
 
 
 
 
 
 
 
First lien:
 
 
 
 
 
 
 
Alt-A first lien
1

 

 

 
1

Option ARM
(3
)
 

 

 
(3
)
Subprime
(5
)
 
5

 

 
0

Total first lien
(7
)
 
5

 

 
(2
)
Second lien
10

 
(2
)
 
(1
)
 
7

Total U.S. RMBS
3

 
3

 
(1
)
 
5

Other structured finance
0

 

 
0

 
0

Structured Finance
3

 
3

 
(1
)
 
5

Total
$
4

 
$
3

 
$
(1
)
 
$
6

___________________
(1)    Refer to Note 8, Consolidated Variable Interest Entities.

(2)    Refer to Note 7, Financial Guaranty Contracts Accounted for as Credit Derivatives.

Selected U.S. Public Finance Transactions
    
The Company insures general obligation bonds of the Commonwealth of Puerto Rico and various obligations of its related authorities and public corporations aggregating $2.14 billion net par as of March 31, 2016, $2.06 billion of which is rated BIG. For additional information regarding the Company's exposure to general obligations of Commonwealth of Puerto Rico and various obligations of its related authorities and public corporations, please refer to "Exposure to Puerto Rico" in Note 3, Outstanding Exposure.

On February 25, 2015, a plan of adjustment resolving the bankruptcy filing of the City of Stockton, California under chapter 9 of the U.S. Bankruptcy Code became effective. As of March 31, 2016, the Company’s net exposure subject to the plan consists of $61 million of pension obligation bonds. As part of the plan settlement, the City will repay the pension obligation bonds from certain fixed payments and certain variable payments contingent on the City's revenue growth. 
    
The Company estimated net expected losses, which incorporated the likelihood of the various outcomes, across all of its troubled U.S. public finance credits, including those mentioned above, to be $275 million as of March 31, 2016, compared with net expected losses of $214 million as of December 31, 2015. Economic loss development in the First Quarter 2016 was $63 million, which was primarily attributable to Puerto Rico exposures.

Certain Selected European Country Sub-Sovereign Transactions

The Company insures credits with sub-sovereign exposure to various Spanish and Portuguese issuers where a Spanish and Portuguese sovereign default may cause the sub-sovereigns also to default. The Company's gross exposure to these Spanish and Portuguese credits is $464 million and $90 million, respectively and exposure net of reinsurance for Spanish and Portuguese credits is $289 million and $79 million, respectively. The Company rates most of these issuers in the BB category

24



due to the financial condition of Spain and Portugal and their dependence on the sovereign. The Company's sub-sovereign Hungary exposure is to infrastructure bonds dependent on payments from Hungarian governmental entities. The Company's gross exposure to these Hungarian credits is $274 million and its exposure net of reinsurance is $210 million, all of which is rated BIG. The Company estimated net expected losses of $26 million related to these Spanish, Portuguese and Hungarian credits. The economic loss development during First Quarter 2016 was flat.
 
Approach to Projecting Losses in U.S. RMBS

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 R&W agreements to the projected performance of the collateral over time. The resulting projected claim payments or reimbursements are then discounted using risk-free rates.
 
First Quarter 2016 U.S. 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, the Company chose to use the same general assumptions to project RMBS losses as of March 31, 2016 as it used as of December 31, 2015, but increased severities for specific vintages of Alt-A first lien and subprime transactions based on observed data.

U.S. First Lien RMBS Loss Projections: Alt-A First Lien, Option ARM and Subprime

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 development 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 twelve 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.


25



First Lien Liquidation Rates

 
March 31, 2016
 
December 31, 2015
Current Loans Modified in the Previous 12 Months
 
 
 
Alt-A
25%
 
25%
Option ARM
25
 
25
Subprime
25
 
25
Current Loans Delinquent in the Previous 12 Months
 
 
 
Alt-A
25
 
25
Option ARM
25
 
25
Subprime
25
 
25
30 - 59 Days Delinquent
 
 
 
Alt-A
35
 
35
Option ARM
40
 
40
Subprime
45
 
45
60 - 89 Days Delinquent
 
 
 
Alt-A
45
 
45
Option ARM
50
 
50
Subprime
55
 
55
90 + Days Delinquent
 
 
 
Alt-A
55
 
55
Option ARM
60
 
60
Subprime
60
 
60
Bankruptcy
 
 
 
Alt-A
45
 
45
Option ARM
50
 
50
Subprime
40
 
40
Foreclosure
 
 
 
Alt-A
65
 
65
Option ARM
70
 
70
Subprime
70
 
70
Real Estate Owned
 
 
 
All
100
 
100

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 conditional default rate ("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 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 for 36 months and then trails off in steps to a final CDR of 5% of the CDR plateau. In the base case, the Company assumes the final CDR will be reached 7.5 years after the initial 36-month CDR plateau period, which is the same assumption used at December 31, 2015. 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.


26



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 have reached historically high levels, and the Company is assuming in the base case that these high levels generally will continue for another 18 months. The Company determines its initial loss severity based on actual recent experience. As a result, as of March 31, 2016, the Company updated severities for specific vintages of Alt-A first lien and subprime transactions based on observed data. 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.
 

27



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 for individual transactions for direct vintage 2004 - 2008 first lien U.S. RMBS.

Key Assumptions in Base Case Expected Loss Estimates
First Lien RMBS(1)

 
As of
March 31, 2016
 
As of
December 31, 2015
 
Range
 
Weighted Average
 
Range
 
Weighted Average
Alt-A First Lien
 
 
 
 
 
 
 
Plateau CDR
4.0% - 11.8%
 
7.6%
 
4.0% - 12.0%
 
7.7%
Intermediate CDR
0.8% - 2.4%
 
1.5%
 
0.8% - 2.4%
 
1.5%
Period until intermediate CDR
48 months
 
 
 
48 months
 
 
Final CDR
0.2% - 0.6%
 
0.4%
 
0.2% - 0.6%
 
0.4%
Initial loss severity:
 
 
 
 
 
 
 
2005 and prior
60.0%
 
 
 
60.0%
 
 
2006
80.0%
 
 
 
70.0%
 
 
2007
65.0%
 
 
 
65.0%
 
 
Initial conditional prepayment rate ("CPR")
2.7% - 18.5%
 
6.6
 
2.7% - 14.3%
 
6.2%
Final CPR(2)
15%
 
 
 
15%
 
 
Option ARM
 
 
 
 
 
 
 
Plateau CDR
3.4% - 10.6%
 
8.0%
 
3.5% - 10.3%
 
7.9%
Intermediate CDR
0.7% - 2.1%
 
1.6%
 
0.7% - 2.1%
 
1.6%
Period until intermediate CDR
48 months
 
 
 
48 months
 
 
Final CDR
0.2% - 0.5%
 
0.4%
 
0.2% - 0.5%
 
0.4%
Initial loss severity:
 
 
 
 
 
 
 
2005 and prior
60.0%
 
 
 
60.0%
 
 
2006
70.0%
 
 
 
70.0%
 
 
2007
65.0%
 
 
 
65.0%
 
 
Initial CPR
2.0% - 5.5%
 
3.2%
 
1.5% - 6.5%
 
2.7%
Final CPR(2)
15%
 
 
 
15%
 
 
Subprime
 
 
 
 
 
 
 
Plateau CDR
5.2% - 12.6%
 
9.5%
 
5.4% - 13.2%
 
9.7%
Intermediate CDR
1.0% - 2.5%
 
1.9%
 
1.1% - 2.6%
 
1.9%
Period until intermediate CDR
48 months
 
 
 
48 months
 
 
Final CDR
0.3% - 0.6%
 
0.5%
 
0.3% - 0.7%
 
0.5%
Initial loss severity:
 
 
 
 
 
 
 
2005 and prior
80.0%
 
 
 
75.0%
 
 
2006
90.0%
 
 
 
90.0%
 
 
2007
90.0%
 
 
 
90.0%
 
 
Initial CPR
0.3% - 7.6%
 
3.7%
 
0.0% - 6.7%
 
3.4%
Final CPR(2)
15%
 
 
 
15%
 
 
____________________
(1)                                Represents variables for most heavily weighted scenario (the “base case”).

(2)
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.


28



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 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, 2015.
 
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 March 31, 2016. The Company used a similar approach to establish its pessimistic and optimistic scenarios as of March 31, 2016 as it used as of December 31, 2015, increasing and decreasing the periods of stress from those used in the base case.

In a somewhat more stressful environment than that of the base case, where the CDR plateau was extended six months (to be 42 months long) before the same more gradual CDR recovery and loss severities were assumed to recover over 4.5 rather than 2.5 years (and subprime loss severities were assumed to recover only to 60% and Option ARM and Alt A loss severities to only 45%), expected loss to be paid would increase from current projections by approximately $10 million for Alt-A first liens, $6 million for Option ARM and $34 million for subprime transactions.

In an even more 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 and other assumptions were the same as the other stress scenario, expected loss to be paid would increase from current projections by approximately $24 million for Alt-A first liens, $12 million for Option ARM and $48 million for subprime transactions.

In a scenario with a somewhat less stressful environment than the base case, where CDR recovery was somewhat less gradual, expected loss to be paid would decrease from current projections by approximately $1 million for Alt-A first liens, $15 million for Option ARM and $10 million for subprime transactions.

In an even less 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 $10 million for Alt-A first liens, $25 million for Option ARM and $29 million for subprime 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. The Company believes the primary variable affecting its expected losses in second lien RMBS transactions is the amount and timing of future losses in the collateral pool supporting the transactions. Expected losses are also a function of the structure of the transaction; the voluntary prepayment rate (typically also referred to as CPR of the collateral); the interest rate environment; and assumptions about the draw rate and 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. Most second lien transactions report the amount of loans in five monthly delinquency categories (i.e., 30-59 days past due, 60-89 days past due, 90-119 days past due, 120-149 days past due and 150-179 days past due). The Company estimates the amount of loans that will default over the next five months by calculating current representative liquidation rates. A liquidation rate is the percent of loans in a given cohort (in this instance, delinquency category) that ultimately default. 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 period that follows the embedded five months of losses. Liquidation rates assumed as of March 31, 2016, were from 25% to 100%.

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,

29



the total stress period for second lien transactions is 34 months, comprising five months of delinquent data, a one month plateau period and 28 months of decrease to the steady state CDR, the same as of December 31, 2015.

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, and so increase the borrower's aggregate monthly payment. Some of the HELOC loans underlying the Company's insured HELOC transactions have reached their principal amortization period. The Company has observed that the increase in monthly payments occurring when a loan reaches its principal amortization period, even if mitigated by borrower relief offered by the servicer, is associated with increased borrower defaults. Thus, most of the Company's HELOC projections incorporate an assumption that a percentage of loans reaching their amortization periods will default around the time of the payment increase. These projected defaults are in addition to those generated using the CDR curve as described above. This assumption is similar to the one used as of December 31, 2015. For March 31, 2016 the Company used the same general approach it had refined in the fourth quarter of 2015 to calculate the number of additional delinquencies as a function of the number of modified loans in the transaction and the final steady state CDR.

When a second lien loan defaults, there is generally a very low recovery. The Company had assumed as of March 31, 2016 that it will generally recover only 2% of the collateral defaulting in the future and declining additional amounts of post-default receipts on previously defaulted collateral. This is the same assumption used as of December 31, 2015.

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 most recent three quarters) 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, 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 generally consistent with how the Company modeled the CPR as of December 31, 2015 and March 31, 2015. To the extent that prepayments differ from projected levels it could materially change the Company’s projected excess spread and losses.
 
The Company uses a number of other variables in its second lien loss projections, including the spread between relevant interest rate indices. These variables have been relatively stable and in the relevant ranges have less impact on the projection results than the variables discussed above. However, in a number of HELOC transactions the servicers have been modifying poorly performing loans from floating to fixed rates, and, as a result, rising interest rates would negatively impact the excess spread available from these modified loans to support the transactions. The Company incorporated these modifications in its assumptions.

In estimating expected losses, the Company modeled and probability weighted five possible CDR curves applicable to the period preceding the return to the long-term steady state CDR. The Company used five scenarios at March 31, 2016 and December 31, 2015. The Company believes that the level of the elevated CDR and the length of time it will persist, the ultimate prepayment rate, and the amount of additional defaults because of the expiry of the interest only period, are the primary drivers behind the likely amount of losses the collateral will suffer. The Company continues to evaluate the assumptions affecting its modeling results.


30



Most of the Company's projected second lien RMBS losses are from HELOC transactions. The following table shows the range as well as the average, weighted by outstanding net insured par, for key assumptions for the calculation of expected loss to be paid for individual transactions for direct vintage 2004 - 2008 HELOCs.

Key Assumptions in Base Case Expected Loss Estimates
HELOCs(1)

 
As of
March 31, 2016
 
As of
December 31, 2015
 
Range
 
Weighted Average
 
Range
 
Weighted Average
Plateau CDR
5.3% - 26.1%
 
12.0%
 
4.9% - 23.5%
 
11.0%
Final CDR trended down to
0.6% - 3.2%
 
1.2%
 
0.6% - 3.2%
 
1.2%
Period until final CDR
34 months
 
 
 
34 months
 
 
Initial CPR
11.0% - 14.9%
 
11.2%
 
10.9%
 
 
Final CPR(2)
10.0% - 15.0%
 
13.3%
 
10.0% - 15.0%
 
13.3%
Loss severity
98.0%
 
 
 
98.0%
 
 
____________________
(1)
Represents variables for most heavily weighted scenario (the “base case”).

(2)
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.

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. 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), and doubling the defaults relating to the end of the interest only period would increase the expected loss by approximately $35 million for HELOC transactions. On the other hand, 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 $22 million for HELOC transactions.

Breaches of Representations and Warranties

The Company entered into agreements with R&W providers under which those providers made payments to the Company, agreed to make payments to the Company in the future, and / or repurchased loans from the transactions, all in return for releases of related liability by the Company.

The Company has included in its net expected loss estimates as of March 31, 2016 an estimated net benefit of $34 million (net of reinsurance). Most of the amount projected to be received pursuant to agreements with R&W providers benefits from eligible assets placed in trusts to collateralize the R&W provider’s future reimbursement obligation, with the amount of such collateral subject to increase or decrease from time to time as determined by rating agency requirements. Currently the Company has agreements with three counterparties where a future reimbursement obligation is collateralized by eligible assets held in trust:

Bank of America. Under Assured Guaranty's agreement with Bank of America Corporation and certain of its subsidiaries (“Bank of America”), Bank of America agreed to reimburse Assured Guaranty for 80% of claims on the first lien transactions covered by the agreement that Assured Guaranty pays in the future, until the aggregate lifetime collateral losses (not insurance losses or claims) on those transactions reach $6.6 billion. As of March 31, 2016 aggregate lifetime collateral losses on those transactions was $4.4 billion ($4.09 billion for AGM and $0.36 billion for AGC), and Assured Guaranty was projecting in its base case that such collateral losses would eventually reach $5.2 billion ($4.74 billion for AGM and $0.43 billion for AGC). Bank of America's reimbursement obligation is secured by $142 million of collateral held in trust for AGM's benefit and $357 million of collateral held in trust that is available for either AGM or AGC.

Deutsche Bank. Under Assured Guaranty's May 2012 agreement with Deutsche Bank AG and certain of its affiliates (collectively, “Deutsche Bank”), Deutsche Bank agreed to reimburse Assured Guaranty for certain claims it pays in the future on eight first and second lien transactions, including 80% of claims it pays on those transactions until the

31



aggregate lifetime claims (before reimbursement) reach $319 million. As of March 31, 2016, Assured Guaranty was projecting in its base case that such aggregate lifetime claims would remain below $319 million. In the event aggregate lifetime claims paid exceed $389 million, Deutsche Bank must reimburse Assured Guaranty for 85% of such claims paid (in excess of $389 million) until such claims paid reach $600 million. As of March 31, 2016, Deutsche Bank's reimbursement obligation was secured by $54 million of collateral held in trust for AGM's benefit and $0.8 million of collateral held in trust that is available for either AGM or AGC. In May 2016, Deutsche Bank's reimbursement obligations under the May 2012 agreement were terminated in return for cash payments to Assured Guaranty.

UBS. Under Assured Guaranty's agreement with UBS Real Estate Securities Inc. and affiliates (“UBS”), UBS agreed to reimburse the Company for 85% of future losses on three first lien RMBS transactions, and such reimbursement obligation is secured by $49 million of collateral held in trust for the Company's benefit.

The Company uses the same RMBS projection scenarios and weightings to project its future R&W benefit as it uses to project RMBS losses on its portfolio. To the extent the Company increases its loss projections, the R&W benefit generally will also increase, subject to the agreement limits and thresholds described above. Similarly, to the extent the Company decreases its loss projections, the R&W benefit generally will also decrease, subject to the agreement limits and thresholds described above.

Other structured finance

The Company's other structured finance includes $546 million net par rated BIG, including transactions backed by manufactured housing loans. The Company has expected loss to be paid of $22 million as of March 31, 2016. The economic loss development during First Quarter 2016 was flat.

Recovery Litigation

Public Finance Transactions

On January 7, 2016, AGM, AGC and Ambac Assurance Corporation (“Ambac”) commenced an action for declaratory judgment and injunctive relief in the U.S. District Court for the District of Puerto Rico to invalidate the executive orders issued by the Governor on November 30, 2015 and December 8, 2015 directing that the Secretary of the Treasury of the Commonwealth of Puerto Rico and the Puerto Rico Tourism Company retain or transfer (in other words, "claw back") certain taxes and revenues pledged to secure the payment of bonds issued by the Puerto Rico Highways and Transportation Authority, the Puerto Rico Convention Center District Authority and the Puerto Rico Infrastructure Financing Authority. The action is still in its early stages.

5.    Financial Guaranty Insurance
    
Financial Guaranty Insurance Premiums

The portfolio of outstanding exposures discussed in Note 3, Outstanding Exposure, includes financial guaranty contracts that meet the definition of insurance contracts as well as those that meet the definition of a derivative under GAAP. Amounts presented in this note relate only to financial guaranty insurance contracts. See Note 7, Financial Guaranty Contracts Accounted for as Credit Derivatives for amounts that relate to CDS and Note 8, Consolidated Variable Interest Entities for amounts that relate to FG VIEs.


32



Net Earned Premiums

 
First Quarter
 
2016
 
2015
 
(in millions)
Scheduled net earned premiums
$
53

 
$
64

Acceleration of net earned premiums (1)
56

 
29

Accretion of discount on net premiums receivable
2

 
2

Net earned premiums (2)
$
111

 
$
95

____________________
(1)
Reflects the unscheduled refunding or termination of the insurance on an insured obligation as well as changes in scheduled earnings due to changes in the expected lives of the insured obligations.

(2)
Excludes $4 million for both First Quarter 2016 and 2015 related to consolidated FG VIEs.


Components of Unearned Premium Reserve

 
As of March 31, 2016
 
As of December 31, 2015
 
Gross
 
Ceded
 
Net(1)
 
Gross
 
Ceded
 
Net(1)
 
(in millions)
Deferred premium revenue
$
2,817

 
$
842

 
$
1,975

 
$
2,943

 
$
853

 
$
2,090

Contra-paid(2)
(17
)
 
(6
)
 
(11
)
 
(10
)
 
(8
)
 
(2
)
Unearned premium reserve
$
2,800

 
$
836

 
$
1,964

 
$
2,933

 
$
845

 
$
2,088

____________________
(1)
Excludes $93 million and $97 million of deferred premium revenue, and $29 million and $30 million of contra-paid related to FG VIEs as of March 31, 2016 and December 31, 2015, respectively.

(2)
See "Financial Guaranty Insurance Losses - Insurance Contracts' Loss Information" below for an explanation of "contra-paid".


Gross Premium Receivable
Roll Forward

 
First Quarter
 
2016
 
2015
 
(in millions)
Beginning of period, December 31
$
425

 
$
450

Gross premium written
40

 
13

Gross premiums received
(41
)
 
(27
)
Adjustments:
 
 
 
Changes in the expected term
(15
)
 
(2
)
Accretion of discount
(1
)
 
3

Foreign exchange translation
(1
)
 
(23
)
Consolidation/deconsolidation of FG VIEs

 
(4
)
End of period, March 31 (1)
$
407

 
$
410

____________________
(1)
Excludes $5 million and $9 million as of March 31, 2016 and March 31, 2015, respectively, related to consolidated FG VIEs.


33



Foreign exchange translation relates to installment premium receivables denominated in currencies other than the U.S. dollar. Approximately 86%, 82% and 78% of installment premiums at March 31, 2016, December 31, 2015 and March 31, 2015, respectively, are denominated in currencies other than the U.S. dollar, primarily the Euro and British Pound Sterling.

The timing and cumulative amount of actual collections may differ from expected collections in the tables below due to factors such as foreign exchange rate fluctuations, counterparty collectability issues, accelerations, commutations and changes in expected lives.

Expected Collections of
Financial Guaranty Insurance Gross Premiums Receivable
(Undiscounted)

 
As of
March 31, 2016
 
(in millions)
2016 (April 1 – June 30)
$
23

2016 (July 1 – September 30)
11

2016 (October 1 – December 31)
9

2017
37

2018
33

2019
32

2020
31

2021-2025
132

2026-2030
98

2031-2035
70

After 2035
63

Total (1)
$
539

____________________
(1)
Excludes expected cash collections on FG VIEs of $6 million.


Scheduled Financial Guaranty Insurance Net Earned Premiums

 
As of
March 31, 2016
 
(in millions)
2016 (April 1 – June 30)
$
53

2016 (July 1 – September 30)
52

2016 (October 1 – December 31)
49

2017
176

2018
163

2019
147

2020
134

2021-2025
515

2026-2030
325

2031-2035
195

After 2035
166

Net deferred premium revenue(1)
1,975

Future accretion
88

Total future net earned premiums
$
2,063

____________________
(1)
Excludes scheduled net earned premiums on consolidated FG VIEs of $93 million.


34



Selected Information for Financial Guaranty Insurance
Policies Paid in Installments

 
As of
March 31, 2016
 
As of
December 31, 2015
 
(dollars in millions)
Premiums receivable
$
407

 
$
425

Gross deferred premium revenue
894

 
966

Weighted-average risk-free rate used to discount premiums
3.2
%
 
3.2
%
Weighted-average period of premiums receivable (in years)
10.1

 
10.0




35



Financial Guaranty Insurance Losses

Insurance Contracts' Loss Information

The following table provides information on loss and LAE reserves and salvage and subrogation recoverable, net of reinsurance. The Company used weighted average risk-free rates for U.S. dollar denominated financial guaranty insurance obligations that ranged from 0.0% to 2.88% as of March 31, 2016 and 0.0% to 3.25% as of December 31, 2015. Financial guaranty insurance expected LAE reserve was $3 million as of March 31, 2016 and $3 million as of December 31, 2015.

Loss and LAE Reserve
and Salvage and Subrogation Recoverable
Net of Reinsurance

 
As of March 31, 2016
 
As of December 31, 2015
 
Loss and
LAE
Reserve, net
 
Salvage and
Subrogation
Recoverable, net 
 
Net Reserve (Recoverable)
 
Loss and
LAE
Reserve, net
 
Salvage and
Subrogation
Recoverable, net 
 
Net Reserve (Recoverable)
 
(in millions)
Public Finance:
 
 
 
 
 
 
 
 
 
 
 
U.S. public finance
$
239

 
$
0

 
$
239

 
$
178

 
$
0

 
$
178

Non-U.S. public finance
16

 

 
16

 
15

 

 
15

Public Finance
255

 
0

 
255

 
193

 
0

 
193

Structured Finance:
 
 
 
 
 
 
 
 
 
 
 
U.S. RMBS:
 
 
 
 
 
 
 
 
 
 
 
First lien:
 
 
 
 
 
 
 
 
 
 
 
Alt-A first lien
15

 
31

 
(16
)
 
13

 

 
13

Option ARM
7

 
50

 
(43
)
 
7

 
40

 
(33
)
Subprime
150

 
15

 
135

 
159

 
15

 
144

First lien
172

 
96

 
76

 
179

 
55

 
124

Second lien
10

 
46

 
(36
)
 
15

 
47

 
(32
)
Total U.S. RMBS
182

 
142

 
40

 
194

 
102

 
92

Other structured finance
18

 

 
18

 
19

 
1

 
18

Structured Finance
200

 
142

 
58

 
213

 
103

 
110

Subtotal
455

 
142

 
313

 
406

 
103

 
303

Effect of consolidating
FG VIEs
(68
)
 

 
(68
)
 
(72
)
 
0

 
(72
)
Total (1)
$
387

 
$
142

 
$
245

 
$
334

 
$
103

 
$
231

____________________
(1)                                 See “Components of Net Reserves (Salvage)” table for loss and LAE reserve and salvage and subrogation recoverable components.


36



Components of Net Reserves (Salvage)

 
As of
March 31, 2016
 
As of
December 31, 2015
 
(in millions)
Loss and LAE reserve
$
547

 
$
488

Reinsurance recoverable on unpaid losses
(160
)
 
(154
)
Loss and LAE reserve, net
387

 
334

Salvage and subrogation recoverable
(151
)
 
(109
)
Salvage and subrogation payable(1)
9

 
6

Salvage and subrogation recoverable, net
(142
)
 
(103
)
Net reserves (salvage)
$
245

 
$
231

____________________
(1)
Recorded as a component of reinsurance balances payable.


The table below provides a reconciliation of net expected loss to be paid to net expected loss to be expensed. Expected loss to be paid differs from expected loss to be expensed due to: (1) the contra-paid which represent the claim payments made and recoveries received that have not yet been recognized in the statement of operations, (2) 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 (having the effect of reducing net expected loss to be paid by the amount of the previously paid claim and the expected recovery), but will have no future income effect (because the previously paid claims and the corresponding recovery of those claims will offset in income in future periods), and (3) loss reserves that have already been established (and therefore expensed but not yet paid).

Reconciliation of Net Expected Loss to be Paid and
Net Expected Loss to be Expensed
Financial Guaranty Insurance Contracts

 
As of March 31, 2016
 
(in millions)
Net expected loss to be paid - financial guaranty insurance (1)
446

Contra-paid, net
11

Salvage and subrogation recoverable, net of reinsurance
142

Loss and LAE reserve, net of reinsurance
(387
)
Net expected loss to be expensed (present value)(2)
$
212

____________________
(1)    See "Net Expected Loss to be Paid (Recovered) by Accounting Model" table in Note 4, Expected Loss to be Paid.

(2)    Excludes $70 million as of March 31, 2016, related to consolidated FG VIEs.



37



The following table provides a schedule of the expected timing of net expected losses to be expensed. The amount and timing of actual loss and LAE may differ from the estimates shown below due to factors such as accelerations, commutations, changes in expected lives and updates to loss estimates. This table excludes amounts related to FG VIEs, which are eliminated in consolidation.
 
Net Expected Loss to be Expensed
Financial Guaranty Insurance Contracts

 
As of March 31, 2016
 
(in millions)
2016 (April 1 – June 30)
$
9

2016 (July 1 – September 30)
8

2016 (October 1 – December 31)
6

Subtotal 2016
23

2017
22

2018
22

2019
19

2020
16

2021-2025
53

2026-2030
29

2031-2035
21

After 2035
7

Net expected loss to be expensed
212

Future accretion
85

Total expected future loss and LAE
$
297



38



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

 
First Quarter
 
2016
 
2015
 
(in millions)
Public Finance:
 
 
 
U.S. public finance
$
64

 
$
5

Non-U.S. public finance
(1
)
 
4

Public finance
63

 
9

Structured Finance:
 
 
 
U.S. RMBS:
 
 
 
First lien:
 
 
 
Alt-A first lien
2

 
(3
)
Option ARM
(11
)
 
(2
)
Subprime
3

 
0

First lien
(6
)
 
(5
)
Second lien
2

 
11

Total U.S. RMBS
(4
)
 
6

Other structured finance
0

 
0

Structured finance
(4
)
 
6

Loss and LAE on insurance contracts before FG VIE consolidation
59

 
15

Effect of consolidating FG VIEs
(6
)
 
(5
)
Loss and LAE
$
53

 
$
10




39



The following table provides information on financial guaranty insurance contracts categorized as BIG.

Financial Guaranty Insurance
BIG Transaction Loss Summary
As of March 31, 2016

 
 
BIG Categories
 
 
BIG 1
 
BIG 2
 
BIG 3
 
Total BIG, Net
 
Effect of
Consolidating VIEs
 
 
 
 
Gross
 
Ceded
 
Gross
 
Ceded
 
Gross
 
Ceded
 
 
 
Total
 
 
(dollars in millions)
Number of risks(1)
 
60

 
(53
)
 
15

 
(15
)
 
44

 
(44
)
 
119

 

 
119

Remaining weighted-average contract period (in years)
 
10.2

 
9.5

 
10.2

 
9.2

 
6.4

 
6.6

 
9.3

 

 
9.3

Outstanding exposure:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
Principal
 
$
4,240

 
$
(1,420
)
 
$
2,497

 
$
(875
)
 
$
2,318

 
$
(347
)
 
$
6,413

 
$

 
$
6,413

Interest
 
2,412

 
(751
)
 
1,318

 
(409
)
 
743

 
(101
)
 
3,212

 

 
3,212

Total(2)
 
$
6,652

 
$
(2,171
)
 
$
3,815

 
$
(1,284
)
 
$
3,061

 
$
(448
)
 
$
9,625

 
$

 
$
9,625

Expected cash outflows (inflows)
 
$
221

 
$
(66
)
 
$
705

 
$
(176
)
 
$
1,035

 
$
(121
)
 
$
1,598

 
$
(289
)
 
$
1,309

Potential recoveries
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Undiscounted R&W
 
99

 
(3
)
 
(40
)
 
2

 
(80
)
 
7

 
(15
)
 

 
(15
)
Other(3)
 
(502
)
 
26

 
(141
)
 
31

 
(410
)
 
76

 
(920
)
 
157

 
(763
)
Total potential recoveries
 
(403
)
 
23

 
(181
)
 
33

 
(490
)
 
83

 
(935
)
 
157

 
(778
)
Subtotal
 
(182
)
 
(43
)
 
524

 
(143
)
 
545

 
(38
)
 
663

 
(132
)
 
531

Discount
 
155

 
(2
)
 
(133
)
 
25

 
(151
)
 
(1
)
 
(107
)
 
22

 
(85
)
Present value of
expected cash flows
 
$
(27
)
 
$
(45
)
 
$
391

 
$
(118
)
 
$
394

 
$
(39
)
 
$
556

 
$
(110
)
 
$
446

Deferred premium revenue
 
$
87

 
$
(24
)
 
$
75

 
$
(12
)
 
$
338

 
$
(47
)
 
$
417

 
$
(91
)
 
$
326

Reserves (salvage)(4)
 
$
(72
)
 
$
(28
)
 
$
338

 
$
(108
)
 
$
198

 
$
(15
)
 
$
313

 
$
(68
)
 
$
245



























40



Financial Guaranty Insurance
BIG Transaction Loss Summary
As of December 31, 2015
 
 
BIG Categories
 
 
BIG 1
 
BIG 2
 
BIG 3
 
Total BIG, Net
 
Effect of
Consolidating VIEs
 
 
 
 
Gross
 
Ceded
 
Gross
 
Ceded
 
Gross
 
Ceded
 
 
 
Total
 
 
(dollars in millions)
Number of risks(1)
 
59

 
(52
)
 
14

 
(14
)
 
43

 
(43
)
 
116

 

 
116

Remaining weighted-average contract period (in years)
 
10.2

 
9.8

 
10.0

 
8.7

 
6.8

 
7.1

 
9.3

 

 
9.3

Outstanding exposure:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal
 
$
4,718

 
$
(1,763
)
 
$
1,923

 
$
(544
)
 
$
2,325

 
$
(325
)
 
$
6,334

 
$

 
$
6,334

Interest
 
2,665

 
(952
)
 
983

 
(234
)
 
786

 
(101
)
 
3,147

 

 
3,147

Total(2)
 
$
7,383

 
$
(2,715
)
 
$
2,906

 
$
(778
)
 
$
3,111

 
$
(426
)
 
$
9,481

 
$

 
$
9,481

Expected cash outflows (inflows)
 
$
274

 
$
(84
)
 
$
531

 
$
(136
)
 
$
1,044

 
$
(115
)
 
$
1,514

 
$
(290
)
 
$
1,224

Potential recoveries
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Undiscounted R&W
 
72

 
(2
)
 
(47
)
 
3

 
(77
)
 
7

 
(44
)
 

 
(44
)
Other(3)
 
(409
)
 
21

 
(87
)
 
14

 
(364
)
 
64

 
(761
)
 
146

 
(615
)
Total potential recoveries
 
(337
)
 
19

 
(134
)
 
17

 
(441
)
 
71

 
(805
)
 
146

 
(659
)
Subtotal
 
(63
)
 
(65
)
 
397

 
(119
)
 
603

 
(44
)
 
709

 
(144
)
 
565

Discount
 
103

 
7

 
(109
)
 
24

 
(175
)
 
(1
)
 
(151
)
 
30

 
(121
)
Present value of
expected cash flows
 
$
40

 
$
(58
)
 
$
288

 
$
(95
)
 
$
428

 
$
(45
)
 
$
558

 
$
(114
)
 
$
444

Deferred premium revenue
 
$
168

 
$
(44
)
 
$
69

 
$
(8
)
 
$
343

 
$
(47
)
 
$
481

 
$
(95
)
 
$
386

Reserves (salvage)(4)
 
$
(13
)
 
$
(37
)
 
$
240

 
$
(90
)
 
$
224

 
$
(21
)
 
$
303

 
$
(72
)
 
$
231

____________________
(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 BIG amounts related to FG VIEs.

(3)
Includes excess spread.

(4)
See table “Components of net reserves (salvage).”


Ratings Impact on Financial Guaranty Business

A downgrade of the Company may result in increased claims under financial guaranties issued by the Company, if the insured obligors were unable to pay.

For example, AGM has issued financial guaranty insurance policies in respect of the obligations of municipal obligors under interest rate swaps. AGM insures periodic payments owed by the municipal obligors to the bank counterparties. In certain cases, AGM also insures termination payments that may be owed by the municipal obligors to the bank counterparties. If (i) AGM has been downgraded below the rating trigger set forth in a swap under which it has 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 AGM or otherwise curing the downgrade of AGM; (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 past a specified level, 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, then AGM would be required to pay the

41



termination payment due by the municipal obligor, in an amount not to exceed the policy limit set forth in the financial guaranty insurance policy. At AGM's current financial strength ratings, if the conditions giving rise to the obligation of AGM to make a termination payment under the swap termination policies were all satisfied, then AGM could pay claims in an amount not exceeding approximately $176 million in respect of such termination payments. Taking into consideration whether the rating of the municipal obligor is below any applicable specified trigger, if the financial strength ratings of AGM were further downgraded below "A" by S&P or below "A2" by Moody's, and the conditions giving rise to the obligation of AGM to make a payment under the swap policies were all satisfied, then AGM could pay claims in an additional amount not exceeding approximately $430 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 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 under its financial guaranty policy. As of March 31, 2016, the Company had insured approximately $4.6 billion net par of VRDOs, of which approximately $0.2 billion 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 Assured Guaranty had purchased AGMH and its subsidiaries, do not comply with their obligations following a downgrade of the financial strength rating of AGM. Most of the guaranteed investment contracts ("GICs") insured by AGM allow the GIC holder to terminate the GIC and withdraw the funds in the event of a downgrade of AGM below A3 or A-, with no right of the GIC issuer to avoid such withdrawal by posting collateral or otherwise enhancing its credit. Each GIC contract stipulates the thresholds below which the GIC issuer must post eligible collateral, along with the types of securities eligible for posting and the collateralization percentage applicable to each security type. These collateralization percentages range from 100% of the GIC balance for cash posted as collateral to, typically, 108% for asset-backed securities. If the entire aggregate accreted GIC balance of approximately $1.7 billion as of March 31, 2016 were terminated, the assets of the GIC issuers (which had an aggregate market value which exceed the liabilities by $0.8 billion) would be sufficient to fund the withdrawal of the GIC funds.

6.    Fair Value Measurement

The Company carries a significant portion of its assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., exit price). The price represents the price available in the principal market for the asset or liability. If there is no principal market, then the price is based on a hypothetical market that maximizes the value received for an asset or minimizes the amount paid for a liability (i.e., the most advantageous market).
 
Fair value is based on quoted market prices, where available. If listed prices or quotes are not available, fair value is based on either internally developed models that primarily use, as inputs, market-based or independently sourced market parameters, including but not limited to yield curves, interest rates and debt prices or with the assistance of an independent third-party using a discounted cash flow approach and the third party’s proprietary pricing models. In addition to market information, models also incorporate transaction details, such as maturity of the instrument and contractual features designed to reduce the Company’s credit exposure, such as collateral rights as applicable.
 
Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality, the Company’s creditworthiness and constraints on liquidity. As markets and products develop and the pricing for certain products becomes more or less transparent, the Company may refine its methodologies and assumptions. During First Quarter 2016, 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.


42



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 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 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.
 
Transfers between Levels 1, 2 and 3 are recognized at the end of the period when the transfer occurs. The Company reviews the classification between Levels 1, 2 and 3 quarterly to determine whether a transfer is necessary. During the periods presented, there were no transfers between Level 1, 2 and 3.
 
Measured and Carried at Fair Value

Fixed-Maturity Securities and Short-Term Investments

The fair value of bonds 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 measurements using their pricing models, which include available relevant market information, benchmark curves, benchmarking of like securities, 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. The market inputs used in the pricing evaluation include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data and industry and economic events. 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. Given the asset class, the priority of the use of inputs may change or some market inputs may not be relevant. Additionally, the valuation of fixed-maturity investments is more subjective when markets are less liquid due to the lack of market based inputs, which may increase the potential that the estimated fair value of an investment is not reflective of the price at which an actual transaction would occur.
 
Short-term investments, that are traded in active markets, are classified within Level 1 in the fair value hierarchy and 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. Short term securities that were obtained as part of loss mitigation efforts and whose prices were determined based on models, where at least one significant model assumption or input is unobservable, are considered to be Level 3 in the fair value hierarchy.

Annually, the Company reviews each pricing service’s procedures, controls and models used in the valuations of the Company’s investment portfolio, as well as the competency of the pricing service’s key personnel. In addition, on a quarterly basis, the Company holds a meeting of the internal valuation committee (comprised of individuals within the Company with market, valuation, accounting, and/or finance experience) that reviews and approves prices and assumptions used by the pricing services.


43



For Level 1 and 2 securities, the Company, on a quarterly basis, reviews internally developed analytic packages that highlight, at a CUSIP level, price changes from the previous quarter to the current quarter. Where unexpected price movements are noted for a specific CUSIP, the Company formally challenges the price provided, and reviews all key inputs utilized in the third party’s pricing model, and compares such information to management’s own market information.

For Level 3 securities, the Company, on a quarterly basis:

reviews methodologies, any model updates and inputs and compares such information to management’s own market information and, where applicable, the internal models,

reviews internally developed analytic packages that highlight, at a CUSIP level, price changes from the previous quarter to the current quarter, and evaluates, documents, and resolves any significant pricing differences with the assistance of the third party pricing source, and

compares prices received from different third party pricing sources, and evaluates, documents the rationale for, and resolves any significant pricing differences.

As of March 31, 2016, the Company used models to price 26 fixed-maturity securities (which were purchased or obtained for loss mitigation or other risk management purposes), which were 12% or $752 million of the Company's fixed-maturity securities and short-term investments at fair value. Most Level 3 securities were priced with the assistance of an independent third-party. 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 depreciation/appreciation 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 bond 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 materially change the expected timing of cash flows within these securities which is a significant factor in determining the fair value of the securities.

Other Invested Assets
 
As of March 31, 2016 and December 31, 2015, other invested assets include investments carried and measured at fair value on a recurring basis of $51 million, for both March 31, 2016 and December 31, 2015, and include primarily an investment in the global property catastrophe risk market and an investment in a fund that invests primarily in senior loans and bonds. Fair values for the majority of these investments are based on their respective net asset value ("NAV") per share or equivalent.

Other Assets

Committed Capital Securities
    
The fair value of AGM Committed Preferred Trust Securities (the “AGM CPS”), 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 AGM CPS agreements, and the estimated present value that the Company would hypothetically have to pay currently for a comparable security (see Note 14, Notes Payable and Credit Facilities). The AGM CPS are carried at fair value with changes in fair value recorded in the consolidated statement of operations. The estimated current cost of the AGM CPS is based on several factors, including broker-dealer quotes for the outstanding securities, AGM CDS spreads, the U.S. dollar forward swap curve, London Interbank Offered Rate ("LIBOR") curve projections and the term the securities are estimated to remain outstanding.
 
Financial Guaranty Contracts Accounted for as Credit Derivatives

The Company’s credit derivatives consist primarily of insured CDS contracts, and also include interest rate swaps that fall under derivative accounting standards requiring fair value accounting through the statement of operations. The Company did not enter into CDS 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. Such terminations generally are not

44



completed at fair value but instead for an amount that approximates the present value of future premiums or for a negotiated amount.
 
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 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 or purchases for credit protection purposes, except under specific circumstances such as mutual agreements with counterparties. Management considers the non-standard terms of its 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 to derive an estimate of the fair value of the Company's contracts in its principal markets (see "Assumptions and 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. Management has tracked the historical pricing of the Company’s deals to establish historical price points in the hypothetical market that are used in the fair value calculation. These contracts are classified as Level 3 in the fair value hierarchy since there is reliance on at least one unobservable input 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 of the Company’s current credit standing.

The Company’s models and the related assumptions are continuously reevaluated by management and enhanced, as appropriate, based upon improvements in modeling techniques and availability of more timely and relevant market information.
 
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 or pay and the estimated present value of premiums that a financial guarantor of comparable credit-worthiness would hypothetically charge or pay at the reporting date for the same protection. The fair value of the Company’s credit derivatives depends on a number of factors, including notional amount of the contract, expected term, credit spreads, changes in interest rates, the credit ratings of referenced entities, the Company’s own credit risk and remaining contractual cash flows. The expected remaining contractual premium cash flows are the most readily observable inputs since they are based on the CDS contractual terms. Credit spreads capture the effect of recovery rates and performance of underlying assets of these contracts, among other factors. Consistent with previous years, market conditions at March 31, 2016 were such that market prices of the Company’s CDS contracts were not available.
 
Management considers factors such as current prices charged for similar agreements, when available, performance of underlying assets, life of the instrument, and the nature and extent of activity in the financial guaranty credit derivative marketplace. The assumptions that management uses to determine the fair value may change in the future due to market conditions. Due to the inherent uncertainties of the assumptions used in the valuation models, actual experience may differ from the estimates reflected in the Company’s consolidated financial statements and the differences may be material.

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:
 
Gross spread.
 
The allocation of gross spread among:

the profit the originator, usually an investment bank, realizes for putting the deal together and funding the transaction (“bank profit”);

 premiums paid to the Company for the Company’s credit protection provided (“net spread”); and

the cost of CDS protection purchased by the originator to hedge their counterparty credit risk exposure to the Company (“hedge cost”).

The weighted average life which is based on Debt Service schedules.


45



The rates used to discount future expected premium cash flows ranged from 0.46% to 1.95% at March 31, 2016 and 0.54% to 2.38% at December 31, 2015.

The Company obtains gross spreads on its outstanding contracts from market data sources published by third parties (e.g., dealer spread tables for the collateral similar to assets within the Company’s transactions), as well as collateral-specific spreads provided by trustees or obtained from market sources. If observable market credit spreads are not available or reliable for the underlying reference obligations, then market indices are used that most closely resemble the underlying reference obligations, considering asset class, credit quality rating and maturity of the underlying reference obligations. These indices are adjusted to reflect the non-standard terms of the Company’s CDS contracts. Market sources determine credit spreads by reviewing new issuance pricing for specific asset classes and receiving price quotes from their 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.
 
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. In the current market, 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.
 
The following spread hierarchy is utilized in determining which source of gross spread to use, with the rule being to use CDS spreads where available. If not available, CDS spreads are either interpolated or extrapolated based on similar transactions or market indices.
 
Actual collateral specific credit spreads (if up-to-date and reliable market-based spreads are available).

Deals priced or closed during a specific quarter within a specific asset class and specific rating. No transactions closed during the periods presented.

Credit spreads interpolated based upon market indices.

Credit spreads provided by the counterparty of the CDS.
 
Credit spreads extrapolated based upon transactions of similar asset classes, similar ratings, and similar time to maturity.

As of March 31, 2016 and December 31, 2015, all of the Company's CDS contracts were fair valued utilizing credit spreads interpolated based upon market indices.

Over time the data inputs can change as new sources become available or existing sources are discontinued or are no longer considered to be the most appropriate. It is the Company’s objective to move to higher levels on the hierarchy whenever possible, but it is sometimes necessary to move to lower priority inputs because of discontinued data sources or management’s assessment that the higher priority inputs are no longer considered to be representative of market spreads for a given type of collateral. This can happen, for example, if transaction volume changes such that a previously used spread index is no longer viewed as being reflective of current market levels.
 
The Company interpolates a curve based on the historical relationship between the premium the Company receives when a credit derivative is closed to the daily closing price of the market index related to the specific asset class and rating of the deal. This curve indicates expected credit spreads at each indicative level on the related market index. For transactions with unique terms or characteristics where no price quotes are available, management extrapolates credit spreads based on a similar transaction for which the Company has received a spread quote from one of the first three sources within the Company’s spread hierarchy. This alternative transaction will be within the same asset class, have similar underlying assets, similar credit ratings, and similar time to maturity. The Company then calculates the percentage of relative spread change quarter over quarter for the alternative transaction. This percentage change is then applied to the historical credit spread of the transaction for which no price quote was received in order to calculate the transactions’ current spread. Counterparties determine credit spreads by reviewing new issuance pricing for specific asset classes and receiving price quotes from their trading desks for the specific

46



asset in question. These quotes are validated by cross-referencing quotes received from one market source with those quotes received from another market source to ensure reasonableness.
 
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 deals. 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 AGM. For credit spreads on the Company’s name the Company obtains the quoted price of CDS contracts traded on AGM from market data sources published by third parties. The cost to acquire CDS protection referencing AGM affects the amount of spread on CDS deals that the Company retains and, hence, their fair value. As the cost to acquire CDS protection referencing AGM increases, the amount of premium the Company retains on a deal generally decreases. As the cost to acquire CDS protection referencing AGM decreases, the amount of premium the Company retains on a deal generally increases. 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 the current market conditions and the Company’s own credit spreads, approximately 17% and 14% based on number of deals, of the Company's CDS contracts are fair valued using this minimum premium as of March 31, 2016 and December 31, 2015, respectively. The percentage of deals that price using the minimum premiums fluctuates due to changes in AGM's credit spreads. In general when AGM's credit spreads narrow, the cost to hedge AGM's name declines and more transactions price above previously established floor levels. Meanwhile, when AGM's credit spreads widen, the cost to hedge AGM's name increases causing more transactions to price at previously established floor levels. The Company corroborates the assumptions in its fair value model, including the portion of exposure to AGM hedged by its counterparties, with independent third parties each reporting period. The current level of AGM’s own credit spread has resulted in the bank or deal originator hedging a significant portion of its exposure to AGM. This reduces the amount of contractual cash flows AGM can capture as premium for selling its protection.

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 fair value resulting in a credit derivative asset on protection sold is the result of contractual cash inflows on in-force deals in excess of 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 be able to realize a gain representing the difference between the higher 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 corresponding LIBOR over the weighted average remaining life of the contract.

Example

The following is an example of how changes in gross spreads, the Company’s own credit spread and the cost to buy protection on the Company affect the amount of premium the Company can demand for its credit protection. The assumptions used in these examples are hypothetical amounts. Scenario 1 represents the market conditions in effect on the transaction date and Scenario 2 represents market conditions at a subsequent reporting date.

 
Scenario 1
 
Scenario 2
 
bps
 
% of Total
 
bps
 
% of Total
Original gross spread/cash bond price (in bps)
185

 
 

 
500

 
 

Bank profit (in bps)
115

 
62
%
 
50

 
10
%
Hedge cost (in bps)
30

 
16
%
 
440

 
88
%
The premium the Company receives per annum (in bps)
40

 
22
%
 
10

 
2
%

In Scenario 1, the gross spread is 185 basis points. The bank or deal originator captures 115 basis points of the original gross spread and hedges 10% of its exposure to AGM, when the CDS spread on AGM was 300 basis points (300 basis points × 10% = 30 basis points). Under this scenario the Company receives premium of 40 basis points, or 22% of the gross spread.

47




In Scenario 2, the gross spread is 500 basis points. The bank or deal originator captures 50 basis points of the original gross spread and hedges 25% of its exposure to AGM, when the CDS spread on AGM was 1,760 basis points (1,760 basis points × 25% = 440 basis points). Under this scenario the Company would receive premium of 10 basis points, or 2% of the gross spread. Due to the increased cost to hedge AGM's name, the amount of profit the bank would expect to receive, and the premium the Company would expect to receive decline significantly.

In this example, the contractual cash flows (the Company premium received per annum above) exceed the amount a market participant would require the Company to pay in today's market to accept its obligations under the CDS contract, thus resulting in an asset.

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 transaction structure includes par insured, weighted average life, level of subordination and composition of collateral.

The model maximizes the use of market-driven inputs whenever they are available. The key inputs to the model are market-based spreads for the collateral, and the credit rating of referenced entities. These are viewed by the Company to be the key parameters that affect fair value of the transaction.

The model is a consistent approach to valuing positions. The Company has developed a hierarchy for market-based spread inputs that helps mitigate the degree of subjectivity during periods of high illiquidity.

The primary weaknesses of the Company's CDS modeling techniques are:

There is no exit market or 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 were 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.

These contracts were classified as Level 3 in the fair value hierarchy because there is a reliance on at least one unobservable input deemed significant to the valuation model, most significantly the Company's estimate of the value of non-standard terms and conditions of its credit derivative contracts and amount of protection purchased on AGM's name.

Fair Value Option on FG VIEs' Assets and Liabilities

The Company elected the fair value option for all the FG VIEs' assets and liabilities. See Note 8, Consolidated Variable Interest Entities.

The FG VIEs issued securities collateralized by first lien and second lien RMBS. The lowest level input that is significant to the fair value measurement of these assets and liabilities was a Level 3 input (i.e., unobservable), therefore management classified them as Level 3 in the fair value hierarchy. Prices are generally determined with the assistance of an independent third-party, based on a discounted cash flow approach. The models to price the FG VIEs’ liabilities used, where appropriate, inputs such as estimated prepayment speeds; market values of the assets that collateralize the securities; 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); yields implied by market prices for similar securities; house price depreciation/appreciation rates based on macroeconomic forecasts and, for those liabilities insured by the Company, the benefit from the Company’s insurance policy guaranteeing the timely payment of principal and interest, taking

48



into account the timing of the potential default and the Company’s own credit rating. The third-party also 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 third-party, on comparable bonds.
 
The fair value of the Company’s FG VIE assets is generally sensitive to changes related to 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); discount rates implied by market prices for similar securities; and house price depreciation/appreciation rates based on macroeconomic forecasts. Significant changes to some of these inputs could materially change the market value of the FG VIE’s assets and the implied collateral losses within the transaction. In general, the fair value of the FG VIE asset is most sensitive to changes in the projected collateral losses, where an increase in collateral losses typically leads to a decrease in the fair value of FG VIE assets, while a decrease in collateral losses typically leads to an increase in the fair value of FG VIE assets. These factors also directly impact the fair value of the Company’s FG VIE liabilities.
 
The fair value of the Company’s FG VIE liabilities is generally sensitive to the various model inputs described above. In addition, the Company’s FG VIE liabilities with recourse are also sensitive to changes in the Company’s implied credit worthiness. Significant changes to any of these inputs could materially change the timing of expected losses within the insured transaction which is a significant factor in determining the implied benefit from the Company’s insurance policy guaranteeing the timely payment of principal and interest for the tranches of debt issued by the FG VIE that is insured by the Company. In general, extending the timing of expected loss payments by the Company into the future typically leads to a decrease in the value of the Company’s insurance and a decrease in the fair value of the Company’s FG VIE liabilities with recourse, while a shortening of the timing of expected loss payments by the Company typically leads to an increase in the value of the Company’s insurance and an increase in the fair value of the Company’s FG VIE liabilities with recourse.

Not Carried at Fair Value

Financial Guaranty Insurance Contracts

On a quarterly basis, the Company also discloses the fair value of its outstanding financial guaranty insurance contracts. The fair value of the Company's financial guaranty contracts accounted for as insurance 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 includes adjustments to the carrying value of unearned premium reserve for stressed losses, ceding commissions and return on capital. The significant inputs were not readily observable. The Company accordingly classified this fair value measurement as Level 3.

Notes Payable

The fair value of the notes payable was determined by calculating the present value of the expected cash flows. The Company determines discounted future cash flows using market driven discount rates and a variety of assumptions, including a projection of the LIBOR rate, prepayment and default assumptions, and AGM CDS spreads. The fair value measurement was classified as Level 3 in the fair value hierarchy because there is a reliance on significant unobservable inputs to the valuation model, including the discount rates, prepayment and default assumptions, loss severity and recovery on delinquent loans.

Other Invested Assets
 
Other invested assets primarily consist of a surplus note issued by AGC to AGM. The fair value of the surplus note was determined by calculating the effect of changes in U.S. Treasury yield adjusted for a credit factor at the end of each reporting period. The fair value measurement of the surplus note was classified as Level 3.

Other Assets and Other Liabilities

The Company’s other assets and other liabilities consist predominantly of accrued interest, receivables for securities sold and payables for securities purchased, the carrying values of which approximate fair value.


49



Financial Instruments Carried at Fair Value

Amounts recorded at fair value in the Company's financial statements are presented in the tables below.

Fair Value Hierarchy of Financial Instruments Carried at Fair Value
As of March 31, 2016

 
 
 
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
$
3,982

 
$

 
$
3,975

 
$
7

U.S. government and agencies
43

 

 
43

 

Corporate securities
695

 

 
621

 
74

Mortgage-backed securities:
 
 
 
 
 
 
 
RMBS
542

 

 
201

 
341

Commercial mortgage-backed securities ("CMBS")
249

 

 
249

 

Asset-backed securities
399

 

 
69

 
330

Foreign government securities
174

 

 
174

 

Total fixed-maturity securities
6,084

 

 
5,332

 
752

Short-term investments
168

 
123

 
45

 

Other invested assets (1)
10

 

 
5

 
5

Credit derivative assets
63

 

 

 
63

FG VIEs’ assets, at fair value
704

 

 

 
704

Other assets
22

 

 

 
22

Total assets carried at fair value    
$
7,051

 
$
123

 
$
5,382

 
$
1,546

Liabilities:
 
 
 
 
 
 
 
Credit derivative liabilities
$
153

 
$

 
$

 
$
153

FG VIEs’ liabilities with recourse, at fair value
667

 

 

 
667

FG VIEs’ liabilities without recourse, at fair value
116

 

 

 
116

Total liabilities carried at fair value    
$
936

 
$

 
$

 
$
936


50



Fair Value Hierarchy of Financial Instruments Carried at Fair Value
As of December 31, 2015

 
 
 
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
$
4,041

 
$

 
$
4,033

 
$
8

U.S. government and agencies
51

 

 
51

 

Corporate securities
668

 

 
597

 
71

Mortgage-backed securities:
 
 
 
 
 
 
 
RMBS
532

 

 
208

 
324

CMBS
223

 

 
223

 

Asset-backed securities
394

 

 
64

 
330

Foreign government securities
181

 

 
181

 

Total fixed-maturity securities
6,090

 

 
5,357

 
733

Short-term investments
257

 
176

 
21

 
60

Other invested assets (1)
10

 

 
5

 
5

Credit derivative assets
63

 

 

 
63

FG VIEs’ assets, at fair value
735

 

 

 
735

Other assets
29

 

 

 
29

Total assets carried at fair value    
$
7,184

 
$
176

 
$
5,383

 
$
1,625

Liabilities:
 
 
 
 
 
 
 
Credit derivative liabilities
$
154

 
$

 
$

 
$
154

FG VIEs’ liabilities with recourse, at fair value
713

 

 

 
713

FG VIEs’ liabilities without recourse, at fair value
121

 

 

 
121

Total liabilities carried at fair value    
$
988

 
$

 
$

 
$
988

____________________
(1)
Excluded from the table above are investments funds of $45 million as of both March 31, 2016 and December 31, 2015, measured using NAV per share. Includes Level 3 mortgage loans that are recorded at fair value on a non-recurring basis.


51



Changes in Level 3 Fair Value Measurements

The table below presents a roll forward of the Company's Level 3 financial instruments carried at fair value on a recurring basis during First Quarter 2016 and 2015.

Fair Value Level 3 Rollforward
Recurring Basis
First Quarter 2016

 
Fixed-Maturity Securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Obligations
of State and
Political
Subdivisions
 
Corporate Securities
 
RMBS
 
Asset-
Backed
Securities
 
Short-Term Investments
 
FG VIEs’
Assets at
Fair
Value
 
Other
Assets (8)
 
Credit
Derivative
Asset
(Liability),
net(5)
 
FG VIEs' Liabilities
with
Recourse,
at Fair
Value
 
FG VIEs’ Liabilities
without
Recourse,
at Fair
Value
 
 
(in millions)
Fair value as of December 31, 2015
$
8

 
$
71

 
$
324

 
$
330

 
$
60

 
$
735

 
$
30

 
$
(91
)
 
$
(713
)
 
$
(121
)
 
Total pretax realized and unrealized gains/(losses) recorded in:(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
0

(2
)
2

(2
)
(2
)
(2
)
3

(2
)
0

(2
)
1

(3
)
(7
)
(4
)
4

(6
)
13

(3
)
2

(3
)
Other comprehensive income (loss)
0

 
1

 
(4
)
 
(3
)
 
0

 

 
0

 

 

 

 
Purchases

 

 
34

 

 

 

 

 

 

 

 
Settlements
(1
)
 

 
(11
)
 
0

 
(60
)
 
(32
)
 

 
(3
)
 
33

 
3

 
FG VIE consolidations

 

 

 

 

 

 

 

 

 

 
Fair value as of March 31, 2016
$
7

 

$
74

 
$
341

 

$
330

 

$

 
$
704

 

$
23

 

$
(90
)
 
$
(667
)
 
$
(116
)
 
Change in unrealized gains/(losses) related to financial instruments held as of March 31, 2016
$
0

 
$
1

 
$
(4
)
 
$
(3
)
 
$

 
$
9

 
$
(7
)
 
$
0

 
$
11

 
$
1

 




52



Fair Value Level 3 Rollforward
Recurring Basis
First Quarter 2015

 
Fixed-Maturity Securities
 
 
 
 
 
 
 
 
 
 
 
 
Obligations
of State and
Political
Subdivisions
 
Corporate Securities
 
RMBS
 
Asset-
Backed
Securities
 
FG VIEs’
Assets at
Fair
Value
 
Other
Assets (8)
 
Credit
Derivative
Asset
(Liability),
net(5)
 
FG VIEs' Liabilities
with
Recourse,
at Fair
Value
 
FG VIEs’ Liabilities
without
Recourse,
at Fair
Value
 
 
(in millions)
Fair value as of December 31, 2014
$
8

 
$
79

 
$
399

 
$
95

 
$
823

 
$
19

 
$
(208
)
 
$
(830
)
 
$
(114
)
 
Total pretax realized and unrealized gains/(losses) recorded in:(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
1

(2
)
2

(2
)
7

(2
)
1

(2
)
26

(3
)
2

(4
)
19

(6
)
92

(3
)
(4
)
(3
)
Other comprehensive income (loss)
0

 
(2
)
 
5

 
0

 

 
1

 

 

 

 
Purchases

 

 
8

 

 

 

 

 

 

 
Settlements
(1
)
 

 
(64
)
 
0

 
(27
)
 

 
(5
)
 
33

 
2

 
FG VIE consolidations

 

 

 

 
104

 

 

 
(131
)
 

 
Fair value as of March 31, 2015
$
8

 

$
79

 
$
355

 

$
96

 

$
926

 

$
22

 

$
(194
)
 
$
(836
)
 
$
(116
)
 
Change in unrealized gains/(losses) related to financial instruments held as of March 31, 2015
$
0

 
$
(2
)
 
$
7

 
$
0

 
$
37

 
$
3

 
$
2

 
$
(12
)
 
$
(4
)
 
____________________
(1)
Realized and unrealized gains (losses) from changes in values of Level 3 financial instruments represent gains (losses) from changes in values of those financial instruments only for the periods in which the instruments were classified as Level 3.

(2)
Included in net realized investment gains (losses) and net investment income.

(3)
Included in fair value gains (losses) on FG VIEs.

(4)
Recorded in fair value gains (losses) on CCS, net investment income and other income.

(5)
Represents net position of credit derivatives. The consolidated balance sheet presents gross assets and liabilities based on net counterparty exposure.

(6)
Reported in net change in fair value of credit derivatives.

(7)
Primarily non-cash transaction.

(8)
Includes CCS and other invested assets.





53



Level 3 Fair Value Disclosures

Quantitative Information About Level 3 Fair Value Inputs
At March 31, 2016

Financial Instrument Description (1)
 
Fair Value at 
March 31, 2016
(in millions)
 
Significant Unobservable Inputs
 
Range
 
Weighted Average as a Percentage of Current Par Outstanding
Assets (2):
 
 

 
 
 
 
 
 
 
 
Fixed-maturity securities (3):
 
 
 
 
 
 
 
 
 
 
Corporate securities
 
$
74

 
Yield
 
20.2%
 
 
 
 
 
 
 
 
 
 
 
 
 
RMBS
 
341

 
CPR
 
1.0
%
-
8.6%
 
2.5%
 
 
CDR
 
5.1
%
-
12.8%
 
10.0%
 
 
Loss severity
 
65.0
%
-
100.0%
 
78.9%
 
 
Yield
 
3.9
%
-
8.9%
 
5.9%
Asset-backed securities:
 
 
 
 
 
 
 
 
 
 
Investor owned utility
 
71

 
Cash flow receipts
 
100.0%
 
 
 
 
Collateral recovery period
 
2.7 years
 
 
 
 
Discount factor
 
7.0%
 
 
 
 
 
 
 
 
 
 
 
 
 
Triple-X life insurance transactions
 
259

 
Yield
 
4.8%
 
 
 
 
 
 
 
 
 
 
 
 
 
FG VIEs’ assets, at fair value
 
704

 
CPR
 
2.5
%
-
7.5%
 
5.1%
 
 
CDR
 
2.9
%
-
23.1%
 
5.6%
 
 
Loss severity
 
40.0
%
-
100.0%
 
85.9%
 
 
Yield
 
3.5
%
-
20.9%
 
7.1%
 
 
 
 
 
 
 
 
 
 
 
Other assets
 
22

 
Quotes from third party pricing
 
$51
 
 
 
 
Term (years)
 
5 years
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Credit derivative liabilities, net
 
(90
)
 
Hedge cost (in bps)
 
25.5

-
231.8
 
30.0
 
 
Bank profit (in bps)
 
3.9

-
878.4
 
75.9
 
 
Internal floor (in bps)
 
7.0

-
100.0
 
15.6
 
 
Internal credit rating
 
AAA

-
CCC
 
AAA
 
 
 
 
 
 
 
 
 
 
 
FG VIEs’ liabilities, at fair value
 
(783
)
 
CPR
 
2.5
%
-
7.5%
 
5.1%
 
 
CDR
 
2.9
%
-
23.1%
 
5.6%
 
 
Loss severity
 
40.0
%
-
100.0%
 
85.9%
 
 
Yield
 
3.5
%
-
20.9%
 
5.9%
___________________
(1)
Discounted cash flow is used as valuation technique for all financial instruments.

(2)
Excludes several investments recorded in other invested assets with fair value of $5 million.

(3)
Excludes obligations of state and political subdivisions investments with fair value of $7 million.



54



Quantitative Information About Level 3 Fair Value Inputs
At December 31, 2015

Financial Instrument Description (1)
 
Fair Value at 
December 31, 2015
(in millions)
 
Significant Unobservable Inputs
 
Range
 
Weighted Average as a Percentage of Current Par Outstanding
Assets (2):
 
 

 
 
 
 
 
 
 
 
Fixed-maturity securities (3):
 
 
 
 
 
 
 
 
 
 
Corporate securities
 
$
71

 
Yield
 
21.8%
 
 
 
 
 
 
 
 
 
 
 
 
 
RMBS
 
324

 
CPR
 
0.3
%
-
9.0%
 
2.2%
 
 
CDR
 
4.2
%
-
9.3%
 
7.1%
 
 
Loss severity
 
60.0
%
-
100.0%
 
74.5%
 
 
Yield
 
4.7
%
-
8.2%
 
5.9%
Asset-backed securities:
 
 
 
 
 
 
 
 
 
 
Investor owned utility
 
69

 
Cash flow receipts
 
100.0%
 
 
 
 
Collateral recovery period
 
2.9 years
 
 
 
 
Discount factor
 
7.0%
 
 
 
 
 
 
 
 
 
 
 
 
 
Triple-X life insurance transactions
 
261

 
Yield
 
4.8%
 
 
 
 
 
 
 
 
 
 
 
 
 
Short-term investments
 
60

 
Yield
 
17.0%
 
 
 
 
 
 
 
 
 
 
 
 
 
FG VIEs’ assets, at fair value
 
735

 
CPR
 
2.3
%
-
8.3%
 
3.9%
 
 
CDR
 
2.3
%
-
16.0%
 
4.9%
 
 
Loss severity
 
40.0
%
-
100.0%
 
83.7%
 
 
Yield
 
3.1
%
-
20.0%
 
6.7%
 
 
 
 
 
 
 
 
 
 
 
Other assets
 
29

 
Quotes from third party pricing
 
$45
 
 
 
 
Term (years)
 
5 years
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Credit derivative liabilities, net
 
(91
)
 
Hedge cost (in bps)
 
32.8

-
274.5
 
37.8
 
 
Bank profit (in bps)
 
3.9

-
1,017.5
 
74.4
 
 
Internal floor (in bps)
 
7.0

-
100.0
 
34.9
 
 
Internal credit rating
 
AAA

-
CCC
 
AAA
 
 
 
 
 
 
 
 
 
 
 
FG VIEs’ liabilities, at fair value
 
(834
)
 
CPR
 
2.3
%
-
8.3%
 
3.9%
 
 
CDR
 
2.3
%
-
16.0%
 
4.9%
 
 
Loss severity
 
40.0
%
-
100.0%
 
83.7%
 
 
Yield
 
3.1
%
-
20.0%
 
5.7%
___________________
(1)
Discounted cash flow is used as valuation technique for all financial instruments.

(2)
Excludes several investments recorded in other invested assets with fair value of $4 million.

(3)
Excludes obligations of state and political subdivisions investments with fair value of $8 million.



55



The carrying amount and estimated fair value of the Company's financial instruments are presented in the following table.

Fair Value of Financial Instruments

 
As of
March 31, 2016
 
As of
December 31, 2015
 
Carrying
Amount
 
Estimated
Fair Value
 
Carrying
Amount
 
Estimated
Fair Value
 
(in millions)
Assets:
 
 
 
 
 
 
 
Fixed-maturity securities
$
6,084

 
$
6,084

 
$
6,090

 
$
6,090

Short-term investments 
168

 
168

 
257

 
257

Other invested assets(1)
359

 
370

 
360

 
428

Credit derivative assets
63

 
63

 
63

 
63

FG VIEs’ assets, at fair value
704

 
704

 
735

 
735

Other assets
96

 
96

 
91

 
91

Liabilities:
 
 
 
 
 
 
 
Financial guaranty insurance contracts (2)
1,913

 
4,017

 
2,016

 
3,528

Notes payable
12

 
11

 
13

 
12

Credit derivative liabilities
153

 
153

 
154

 
154

FG VIEs’ liabilities with recourse, at fair value
667

 
667

 
713

 
713

FG VIEs’ liabilities without recourse, at fair value
116

 
116

 
121

 
121

Other liabilities
20

 
20

 
2

 
2

____________________
(1)
Includes investments not carried at fair value with a carrying value of $304 million and $305 million as of March 31, 2016 and December 31, 2015, respectively.

(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.

7.    Financial Guaranty 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).
 
Credit derivative transactions are governed by ISDA documentation and have different characteristics 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. 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.


56



Credit Derivative Net Par Outstanding by Sector

The estimated remaining weighted average life of credit derivatives was 2.3 years at March 31, 2016 and 2.3 years at December 31, 2015. The components of the Company's credit derivative net par outstanding are presented below.

Credit Derivatives
Subordination and Ratings

 
 
As of March 31, 2016
 
As of December 31, 2015
Asset Type
 
Net Par
Outstanding
 
Original
Subordination 
(1)
 
Current
Subordination
(1)
 
Weighted
Average
Credit
Rating
 
Net Par
Outstanding
 
Original
Subordination
(1)
 
Current
Subordination
(1)
 
Weighted
Average
Credit
Rating
 
 
(dollars in millions)
Pooled corporate obligations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Collateralized loan obligations/collateralized bond obligations
 
$
3,518

 
28.7
%
 
40.8
%
 
AAA
 
$
3,980

 
29.1
%
 
40.6
%
 
AAA
Synthetic investment grade pooled
corporate
 
4,878

 
21.8

 
19.4

 
AAA
 
4,859

 
21.8

 
19.4

 
AAA
Trust preferred securities collateralized debt obligations ("TruPS CDOs")
 
2

 
56.0

 
96.9

 
AAA
 
2

 
56.0

 
96.9

 
AAA
Market value CDOs of corporate obligations
 
946

 
17.0

 
27.8

 
AAA
 
946

 
17.0

 
30.1

 
AAA
Total pooled corporate
obligations
 
9,344

 
23.9

 
28.3

 
AAA
 
9,787

 
24.3

 
29.1

 
AAA
U.S. RMBS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subprime first lien
 
43

 

 

 
AAA
 
47

 

 

 
AAA
Closed-end second lien
 
50

 

 

 
A-
 
51

 

 

 
BBB+
Total U.S. RMBS
 
93

 

 

 
AA-
 
98

 

 

 
AA-
Other
 
1,897

 

 

 
A-
 
1,756

 

 

 
A-
Total
 
$
11,334

 
 
 
 
 
AAA
 
$
11,641

 
 
 
 
 
AAA
____________________
(1)
Represents the sum of subordinate tranches and over-collateralization and does not include any benefit from excess interest collections that may be used to absorb losses.

The Company’s exposure to pooled corporate obligations is highly diversified in terms of obligors and industries. Most pooled corporate transactions are structured to limit exposure to any given obligor and industry. The majority of the Company’s pooled corporate exposure consists of collateralized loan obligation (“CLO”) or synthetic pooled corporate obligations. Most of these CLOs have an average obligor size of less than 1% of the total transaction and typically restrict the maximum exposure to any one industry to approximately 10%. The Company’s exposure also benefits from embedded credit enhancement in the transactions which allows a transaction to sustain a certain level of losses in the underlying collateral, further insulating the Company from industry specific concentrations of credit risk on these deals.

The $1.9 billion of exposure in "Other" CDS contracts as of March 31, 2016 comprises numerous deals typically structured with significant underlying credit enhancement and spread across various asset classes, such as commercial receivables, international RMBS, infrastructure, regulated utilities and healthcare.


57



Distribution of Credit Derivative Net Par Outstanding by Internal Rating

 
 
As of March 31, 2016
 
As of December 31, 2015
Ratings
 
Net Par
Outstanding
 
% of Total
 
Net Par
Outstanding
 
% of Total
 
 
(dollars in millions)
AAA
 
$
8,756

 
77.2
%
 
$
9,089

 
78.1
%
AA
 
929

 
8.2

 
985

 
8.5

A
 
888

 
7.8

 
853

 
7.3

BBB
 
653

 
5.8

 
607

 
5.2

BIG
 
108

 
1.0

 
107

 
0.9

Credit derivative net par outstanding
 
$
11,334

 
100.0
%
 
$
11,641

 
100.0
%

Fair Value of Credit Derivatives

Net Change in Fair Value of Credit Derivatives Gain (Loss)

 
First Quarter
 
2016
 
2015
 
(in millions)
Realized gains on credit derivatives
$
5

 
$
17

Net credit derivative losses (paid and payable) recovered and recoverable and other settlements
(1
)
 
0

Realized gains (losses) and other settlements on credit derivatives
4

 
17

Net change in unrealized gains (losses) on credit derivatives:
 
 
 
Pooled corporate obligations
(1
)
 
0

U.S. RMBS
(1
)
 
0

Other
2

 
2

Net change in unrealized gains (losses) on credit derivatives
0

 
2

Net change in fair value of credit derivatives
$
4

 
$
19


There were no CDS terminations in First Quarter 2016. CDS terminations in First Quarter 2015 reflect a payment received from the resolution of a dispute related to a termination of CDS in 2008.

During First Quarter 2016, unrealized fair value gains were generated primarily in the Other sector. The unrealized gains were primarily a result of the run-off of outstanding exposure as the transactions in this sector approach maturity, as well as pricing improvement on the underlying collateral of these transactions. The unrealized gains were partially offset by unrealized losses in the RMBS and pooled corporate sectors. The unrealized losses in these sectors were driven by the decreased cost to buy protection in AGM’s name as the market cost of AGM’s (five-year and one-year) credit protection decreased during the period. Several transactions were pricing above their floor levels (or minimum rate at which the company would consider assuming these risks based on historical experience); therefore when the cost of purchasing CDS protection on AGM decreased, the implied spreads that the Company would expect to receive on these transactions increased.

During First Quarter 2015, unrealized fair value gains were generated primarily in the Other sector. The unrealized gains were primarily a result of the run-off of outstanding exposure as the transactions in this sector approach maturity. The remainder of the unrealized gains for the period were driven by the increased cost to buy protection in AGM’s name as the market cost of AGM’s (5 year) credit protection increased slightly during the period. Several transactions were pricing above their floor levels; therefore when the cost of purchasing CDS protection on AGM increased, which management refers to as the CDS spread on AGM, the implied spreads that the Company would expect to receive on these transactions decreased.
    

58



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 AGM. The Company determines its own credit risk based on quoted CDS prices traded on the Company at each balance sheet date.

CDS Spread on AGM
Quoted price of CDS contract (in basis points)

 
As of
 
As of
 
As of
 
As of
 
March 31, 2016
 
December 31, 2015
 
March 31, 2015
 
December 31, 2014
Five-year CDS spread
309
 
366

 
341
 
325
One-year CDS spread
102
 
131

 
80
 
85


Fair Value of Credit Derivatives Assets (Liabilities)
and Effect of AGM
Credit Spreads

 
As of
March 31, 2016
 
As of
December 31, 2015
 
(in millions)
Fair value of credit derivatives before effect of AGM credit spread
$
(115
)
 
$
(145
)
Plus: Effect of AGM credit spread
25

 
54

Net fair value of credit derivatives
$
(90
)
 
$
(91
)

The fair value of CDS contracts at March 31, 2016, before considering the implications of AGM’s credit spreads, is a direct result of continued wide credit spreads in the fixed income security markets and ratings downgrades. The asset classes that remain most affected are pooled corporate obligations. Comparing March 31, 2016 with December 31, 2015, there was a narrowing of spreads primarily related to the Company's International Public Finance obligations in the Other sector, which resulted in mark to market improvement.

 Management believes that the trading level of AGM’s credit spreads over the past several years has been due to the correlation between AGM’s risk profile and the current risk profile of the broader financial markets and to increased demand for credit protection against AGM as the result of its financial guaranty volume, as well as the overall lack of liquidity in the CDS market. Offsetting the benefit attributable to AGM’s credit spread were higher credit spreads in the fixed income security markets. The higher credit spreads in the fixed income security market are due to the lack of liquidity in the high yield CDO, and CLO markets as well as continuing market concerns over the 2005-2007 vintages of RMBS.


59



The following table presents the fair value and the present value of expected claim payments or recoveries (i.e. net expected loss to be paid as described in Note 4) for contracts accounted for as derivatives.

Net Fair Value and Expected Losses
of Credit Derivatives by Sector

 
 
Fair Value of Credit Derivative
Asset (Liability), net
 
Expected Loss to be (Paid) Recovered
Asset Type
 
As of
March 31, 2016
 
As of
December 31, 2015
 
As of
March 31, 2016
 
As of
December 31, 2015
 
 
(in millions)
 
 
Pooled corporate obligations
 
$
(9
)
 
$
(7
)
 
$

 
$

U.S. RMBS
 
(6
)
 
(6
)
 
(3
)
 
(4
)
Other
 
(75
)
 
(78
)
 
(3
)
 
(3
)
Total
 
$
(90
)
 
$
(91
)
 
$
(6
)
 
$
(7
)


Sensitivity to Changes in Credit Spread

The following table summarizes the estimated change in fair values on the net balance of the Company's credit derivative positions assuming immediate parallel shifts in credit spreads on AGM and on the risks that it assumes.

Effect of Changes in Credit Spread
As of March 31, 2016

Credit Spreads(1)
 
Estimated Net
Fair Value (Pre-Tax)
 
Estimated Change in
Gain/(Loss) (Pre-Tax)
 
 
(in millions)
100% widening in spreads
 
$
(165
)
 
$
(75
)
50% widening in spreads
 
(128
)
 
(38
)
25% widening in spreads
 
(110
)
 
(20
)
10% widening in spreads
 
(99
)
 
(9
)
Base Scenario
 
(90
)
 

10% narrowing in spreads
 
(84
)
 
6

25% narrowing in spreads
 
(76
)
 
14

50% narrowing in spreads
 
(59
)
 
31

 ____________________
(1)
Includes the effects of spreads on both the underlying asset classes and the Company’s own credit spread.

8.    Consolidated Variable Interest Entities

The Company provides financial guaranties with respect to debt obligations of special purpose entities, including VIEs. AGM does not act as the servicer or collateral manager for any VIE obligations that it insures. The transaction structure generally provides certain financial protections to the Company. 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 guaranteed by the Company), 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 financial guaranty insurance policy only covers a senior layer of losses experienced by multiple obligations issued by special purpose entities, including 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 special purpose entities, including VIEs, generate interest income that are in excess of the interest payments on the debt issued by the special purpose entity. Such excess spread is typically distributed through the transaction’s cash flow waterfall and may be used to create

60



additional credit enhancement, applied to redeem debt issued by the special purpose entities, including VIEs (thereby, creating additional overcollateralization), or distributed to equity or other investors in the transaction.
 
AGM is not primarily liable for the debt obligations issued by the VIEs it insures 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. AGM’s 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 VIE liabilities. Net fair value gains and losses on FG VIEs are expected to reverse to zero at maturity of the VIE debt, except for net premiums received and net claims paid by AGM under the financial guaranty insurance contract. The Company’s estimate of expected loss to be paid for FG VIEs is included in Note 4, Expected Loss to be Paid.
 
As part of the terms of its financial guaranty contracts, the Company obtains certain protective rights with respect to the VIE that 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 Company typically is not deemed to control a VIE; however, once a trigger event occurs, the Company's 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 Company and, accordingly, where the Company is obligated to absorb VIE losses or receive benefits that could potentially be significant to the VIE. The Company obtains protective rights under its insurance contracts that give the Company additional controls over a VIE if there is either deterioration of deal performance or in the financial health of the deal servicer. The Company is deemed to be the control party for certain VIEs under GAAP, typically when its protective rights give it 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 Company the control party have not been triggered, then the VIE is not consolidated. If the Company is deemed no longer to have those protective rights, the transaction is deconsolidated.

Consolidated FG VIEs

Number of FG VIEs Consolidated

 
First Quarter
 
2016
 
2015
Beginning of the period, December 31
24

 
25

Consolidated(1)

 
1

End of the period, March 31
24

 
26

____________________
(1)
Net net loss on consolidation was $26 million in First Quarter 2015, and recorded in “fair value gains (losses) on FG VIEs” in the consolidated statement of operations.

The total unpaid principal balance for the FG VIEs' assets that were over 90 days or more past due was approximately $129 million at March 31, 2016 and $136 million at December 31, 2015. The aggregate unpaid principal of the FG VIEs' assets was approximately $595 million greater than the aggregate fair value at March 31, 2016. The aggregate unpaid principal of the FG VIEs' assets was approximately $610 million greater than the aggregate fair value at December 31, 2015.

The change in the instrument-specific credit risk of the FG VIEs' assets held as of March 31, 2016 that was recorded in the consolidated statements of operations for First Quarter 2016 were gains of $26 million. The change in the instrument-specific credit risk of the FG VIEs' assets held as of March 31, 2015 that was recorded in the consolidated statements of operations for First Quarter 2015 were losses of $7 million. To calculate the instrument specific credit risk, the changes in the fair value of the FG VIE assets are allocated between changes that are due to the instrument specific credit risk and changes due to other factors, including interest rates. The instrument specific credit risk amount is determined by using expected contractual cash flows versus current expected cash flows discounted at original contractual rate. The net present value is calculated by discounting the expected cash flows of the underlying security, excluding the Company’s financial guaranty insurance, at the relevant effective interest rate.

The unpaid principal for FG VIE liabilities with recourse, which represent obligations insured by AGM, was $754 million and $802 million as of March 31, 2016 and December 31, 2015, respectively. FG VIE liabilities with recourse will mature at various dates ranging from 2025 to 2038. The aggregate unpaid principal balance of the FG VIE liabilities with and

61



without recourse was approximately $276 million greater than the aggregate fair value of the FG VIEs’ liabilities as of March 31, 2016. The aggregate unpaid principal balance was approximately $285 million greater than the aggregate fair value of the FG VIEs’ liabilities as of December 31, 2015.

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 their respective debt obligations for FG VIE liabilities with recourse.

Consolidated FG VIEs
By Type of Collateral

 
As of March 31, 2016
 
As of December 31, 2015
 
Assets
 
Liabilities
 
Assets
 
Liabilities
 
(in millions)
With recourse:
 
 
 
 
 
 
 
U.S. RMBS first lien
$
427

 
$
469

 
$
449

 
$
494

U.S. RMBS second lien
154

 
198

 
159

 
219

Total with recourse
581

 
667

 
608

 
713

Without recourse
123

 
116

 
127

 
121

Total
$
704

 
$
783

 
$
735

 
$
834


The consolidation of FG VIEs has a significant effect on net income and shareholder’s equity due to (1) changes in fair value gains (losses) on FG VIE assets and liabilities, (2) the elimination of premiums and losses related to the FG VIE liabilities with recourse and (3) the elimination of investment balances related to the Company’s purchase of AGM-insured FG VIE debt. Upon consolidation of a FG VIE, the related insurance and, if applicable, the related investment balances, are considered intercompany transactions and therefore eliminated. Such eliminations are included in the table below to present the full effect of consolidating FG VIEs.

Effect of Consolidating FG VIEs on Net Income,
Cash Flows From Operating Activities and Shareholder's Equity

 
First Quarter
 
2016
 
2015
 
(in millions)
Net earned premiums
$
(4
)
 
$
(4
)
Net investment income
(1
)
 
(2
)
Fair value gains (losses) on FG VIEs
13

 
(11
)
Loss and LAE
6

 
5

Effect on income before tax
14

 
(12
)
Less: tax provision (benefit)
5

 
(4
)
Effect on net income (loss)
$
9

 
$
(8
)
 
 
 
 
Effect on cash flows from operating activities
$
5

 
$
12


 
As of
March 31, 2016
 
As of
December 31, 2015
 
(in millions)
Effect on shareholder’s equity (decrease) increase
$
(0.2
)
 
$
(9
)

Fair value gains (losses) on FG VIEs represent the net change in fair value on the consolidated FG VIEs' assets and liabilities. During First Quarter 2016, the Company recorded a pre-tax net fair value gain on consolidated FG VIE's of $13

62



million. The primary driver of the gain was the price appreciation on the FG VIE assets during the quarter resulting from improvements in the underlying collateral.

During First Quarter 2015, the Company recorded a pre-tax net fair value loss on consolidated FG VIEs of $11 million. The primary driver of the loss was a pre-tax net fair value loss of $26 million on the consolidation of one new FG VIE. The net fair value loss on consolidation was partially offset by price appreciation on the FG VIE assets during the quarter resulting from improvements in the underlying collateral.
Non-Consolidated VIEs

As of March 31, 2016 and December 31, 2015 the Company had financial guaranty contracts outstanding for approximately 350 and 360 VIEs, respectively, that it did not consolidate. To date, the Company's analyses have indicated that it does not have a controlling financial interest in any other VIEs and, as a result, they are not consolidated. The Company's exposure provided through its financial guaranties with respect to debt obligations of special purpose entities is included within net par outstanding in Note 3, Outstanding Exposure.

9.    Investments and Cash

Net Investment Income and Realized Gains (Losses)

Net investment income is a function of the yield that the Company earns on invested assets and the size of the 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 invested assets. Accrued investment income, which is recorded in Other Assets, was $63 million and $62 million as of March 31, 2016 and December 31, 2015, respectively.

Net Investment Income

 
First Quarter
 
2016
 
2015
 
(in millions)
Income from fixed-maturity securities managed by third parties
$
44

 
$
48

Income from internally managed securities:
 
 
 
Fixed maturities
13

 
10

Other
8

 
10

Gross investment income
65

 
68

Investment expenses
(1
)
 
(1
)
Net investment income
$
64

 
$
67



Net Realized Investment Gains (Losses)

 
First Quarter
 
2016
 
2015
 
(in millions)
Gross realized gains on available-for-sale securities
$
2

 
$
3

Gross realized gains on other assets in investment portfolio

 
1

Gross realized losses on available-for-sale securities
0

 
(1
)
Gross realized losses on other assets in investment portfolio
(1
)
 
(1
)
Other-than-temporary impairment
(11
)
 
(2
)
Net realized investment gains (losses)
$
(10
)
 
$
0



63



The following table presents the roll-forward of the credit losses of fixed-maturity securities for which the Company has recognized an other-than-temporary-impairment and where the portion of the fair value adjustment related to other factors was recognized in other comprehensive income ("OCI").

Roll Forward of Credit Losses
in the Investment Portfolio

 
First Quarter
 
2016
 
2015
 
(in millions)
Balance, beginning of period
$
97

 
$
104

Reductions for securities sold during the period
(2
)
 
(10
)
Additions for credit losses on securities for which an other-than-temporary-impairment was not previously recognized
1

 

Additions for credit losses on securities for which an other-than-temporary-impairment was previously recognized
0

 
1

Balance, end of period
$
96

 
$
95


Investment Portfolio

Fixed-Maturity Securities and Short-Term Investments
by Security Type
As of March 31, 2016

Investment Category
 
Percent
of
Total(1)
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
AOCI (2)
Gain
(Loss) on
Securities
with
Other-Than-Temporary Impairment
 
Weighted
Average
Credit
Rating(3)
 
 
(dollars in millions)
Fixed-maturity securities:
 
 
Obligations of state and political subdivisions
 
62
%
 
$
3,739

 
$
243

 
$
0

 
$
3,982

 
$
1

 
AA
U.S. government and
agencies
 
1

 
38

 
5

 

 
43

 

 
AA+
Corporate securities
 
11

 
687

 
24

 
(16
)
 
695

 
(11
)
 
BBB+
Mortgage-backed securities(4):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RMBS
 
9

 
550

 
10

 
(18
)
 
542

 
(13
)
 
BB+
CMBS
 
4

 
236

 
13

 
0

 
249

 

 
AAA
Asset-backed securities
 
7

 
417

 
1

 
(19
)
 
399

 
(19
)
 
AA-
Foreign government
securities
 
3

 
183

 
0

 
(9
)
 
174

 

 
AA+
Total fixed-maturity securities
 
97

 
5,850

 
296

 
(62
)
 
6,084

 
(42
)
 
AA-
Short-term investments
 
3

 
168

 
0

 
0

 
168

 

 
AAA
Total investment portfolio
 
100
%
 
$
6,018

 
$
296

 
$
(62
)
 
$
6,252

 
$
(42
)
 
AA-



64



Fixed-Maturity Securities and Short-Term Investments
by Security Type
As of December 31, 2015

Investment Category
 
Percent
of
Total(1)
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
AOCI
Gain
(Loss) on
Securities
with
Other-Than-Temporary Impairment
 
Weighted
Average
Credit
Rating(3)
 
 
(dollars in millions)
Fixed-maturity securities:
 
 
Obligations of state and political subdivisions
 
62
%
 
$
3,820

 
$
222

 
$
(1
)
 
$
4,041

 
$
1

 
AA
U.S. government and
agencies
 
1

 
47

 
4

 
0

 
51

 

 
AA+
Corporate securities
 
11

 
675

 
11

 
(18
)
 
668

 
(13
)
 
BBB+
Mortgage-backed securities(4):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RMBS
 
9

 
538

 
11

 
(17
)
 
532

 
(7
)
 
BBB-
CMBS
 
3

 
219

 
4

 
0

 
223

 

 
AAA
Asset-backed securities
 
7

 
410

 
1

 
(17
)
 
394

 
(16
)
 
AA-
Foreign government
securities
 
3

 
192

 
0

 
(11
)
 
181

 

 
AA+
Total fixed-maturity securities
 
96

 
5,901

 
253

 
(64
)
 
6,090

 
(35
)
 
AA-
Short-term investments
 
4

 
257

 
0

 

 
257

 

 
A+
Total investment portfolio
 
100
%
 
$
6,158

 
$
253

 
$
(64
)
 
$
6,347

 
$
(35
)
 
AA-
____________________
(1)
Based on amortized cost.

(2)
Accumulated OCI ("AOCI"). See also Note 15, Other Comprehensive Income.

(3)
Ratings in the tables above 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 consists primarily of high-quality, liquid instruments.

(4)
Government-agency obligations were approximately 27% of mortgage backed securities as of March 31, 2016 and 29% as of December 31, 2015 based on fair value.

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. Under the Company's investment guidelines, securities rated lower than A-/A3 by S&P or Moody’s are typically not purchased for the Company’s portfolio unless acquired for loss mitigation or risk management strategies.

The majority of the investment portfolio is managed by four outside managers. The Company has established detailed guidelines regarding credit quality, exposure to a particular sector and exposure to a particular obligor within a sector.
 

65



The following tables summarize, for all securities in an unrealized loss position, the aggregate fair value and gross unrealized loss by length of time the amounts have continuously been in an unrealized loss position.

Fixed-Maturity Securities
Gross Unrealized Loss by Length of Time
As of March 31, 2016

 
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
$
21

 
$
0

 
$
0

 
$
0

 
$
21

 
$
0

U.S. government and agencies

 

 

 

 

 

Corporate securities
58

 
(2
)
 
104

 
(14
)
 
162

 
(16
)
Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
RMBS
89

 
(3
)
 
127

 
(15
)
 
216

 
(18
)
CMBS
6

 
0

 

 

 
6

 
0

Asset-backed securities
263

 
(19
)
 

 

 
263

 
(19
)
Foreign government securities
91

 
(4
)
 
53

 
(5
)
 
144

 
(9
)
Total
$
528

 
$
(28
)
 
$
284

 
$
(34
)
 
$
812

 
$
(62
)
Number of securities (1)
 
 
52

 
 
 
36

 
 
 
81

Number of securities with other-than-temporary impairment
 
 
8

 
 
 
6

 
 
 
14




66



Fixed-Maturity Securities
Gross Unrealized Loss by Length of Time
As of December 31, 2015

 
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
$
90

 
$
(1
)
 
$
3

 
$
0

 
$
93

 
$
(1
)
U.S. government and agencies
3

 
0

 

 

 
3

 
0

Corporate securities
153

 
(4
)
 
90

 
(14
)
 
243

 
(18
)
Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
RMBS
150

 
(3
)
 
74

 
(14
)
 
224

 
(17
)
CMBS
49

 
0

 

 

 
49

 
0

Asset-backed securities
269

 
(17
)
 

 

 
269

 
(17
)
Foreign government securities
92

 
(4
)
 
82

 
(7
)
 
174

 
(11
)
Total
$
806

 
$
(29
)
 
$
249

 
$
(35
)
 
$
1,055

 
$
(64
)
Number of securities (1)
 
 
116

 
 
 
32

 
 
 
139

Number of securities with other-than-temporary impairment
 
 
6

 
 
 
4

 
 
 
10

___________________
(1)
The number of securities does not add across because lots 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.

Of the securities in an unrealized loss position for 12 months or more as of March 31, 2016, 11 securities had unrealized losses greater than 10% of book value. The total unrealized loss for these securities as of March 31, 2016 was $26 million. The Company has determined that the unrealized losses recorded as of March 31, 2016 are yield related and not the result of other-than-temporary-impairment.

The amortized cost and estimated fair value of available-for-sale fixed-maturity securities by contractual maturity as of March 31, 2016 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 March 31, 2016

 
Amortized
Cost
 
Estimated
Fair Value
 
(in millions)
Due within one year
$
79

 
$
80

Due after one year through five years
1,010

 
1,032

Due after five years through 10 years
1,283

 
1,354

Due after 10 years
2,692

 
2,827

Mortgage-backed securities:
 
 
 
RMBS
550

 
542

CMBS
236

 
249

Total
$
5,850

 
$
6,084



67



The investment portfolio contains securities and cash that are either held in trust for the benefit of third party reinsurers in accordance with statutory requirements, placed on deposit to fulfill state licensing requirements, or otherwise restricted in the amount of $41 million and $33 million as of March 31, 2016 and December 31, 2015, respectively, based on fair value. In addition, the total collateral required to be funded into a reinsurance trust account by AGM for the benefit of AGE as of March 31, 2016 and December 31, 2015 was approximately $258 million and $244 million, respectively, based on fair value.  

No material investments of the Company were non-income producing for First Quarter 2016 and First Quarter 2015, respectively.

Internally Managed Portfolio

The investment portfolio tables shown above include both assets managed externally and internally. In the table below, more detailed information is provided for the component of the total investment portfolio that is internally managed (excluding short-term investments and surplus note from affiliate). The internally managed portfolio, as defined below, represents approximately 14% of the investment portfolio, on a fair value basis as of March 31, 2016 and December 31, 2015. The internally managed portfolio consists primarily of the Company's investments in securities for (i) loss mitigation purposes, (ii) other risk management purposes and (iii) where the Company believes a particular security presents an attractive investment opportunity.
    
One of the Company's strategies for mitigating losses has been to purchase securities it has insured that have expected losses, at discounted prices (assets purchased for loss mitigation purposes). In addition, the Company holds other invested assets that were obtained or purchased as part of negotiated settlements with insured counterparties or under the terms of our financial guaranties (other risk management assets).

Internally Managed Portfolio
Carrying Value

 
As of
March 31, 2016
 
As of
December 31, 2015
 
(in millions)
Assets purchased for loss mitigation and other risk management purposes:
 
 
 
   Fixed-maturity securities, at fair value
$
893

 
$
870

   Other invested assets
14

 
15

Other
45

 
45

Total
$
952

 
$
930


Other Invested Assets
 
Surplus Note from AGC
 
On December 18, 2009, AGC issued a surplus note with a principal amount of $300 million to AGM. This note carries a simple interest rate of 5.0% per annum and matures on December 31, 2029. Principal is payable at the option of AGC prior to the final maturity of the note in 2029 and interest is payable on the note annually in arrears as of December 31 of each year, commencing December 31, 2010. Payments of principal and interest are subject to AGC having policyholders' surplus in excess of statutory minimum requirements after such payment and to prior written approval by the Maryland Insurance Administration. On April 11, 2016, the surplus note agreement was amended to reduce the simple interest rate to 3.5% per annum effective January 1, 2016. There was no principal paydown on the surplus note by AGC.

10.    Insurance Company Regulatory Requirements

Dividend Restrictions and Capital Requirements

Under New York insurance law, AGM may only pay dividends out of "earned surplus," which is the portion of the company's surplus that represents the net earnings, gains or profits (after deduction of all losses) that have not been distributed to shareholders as dividends or transferred to stated capital or capital surplus, or applied to other purposes permitted by law, but does not include unrealized appreciation of assets. AGM may pay dividends without the prior approval of the New York

68



Superintendent of Financial Services ("New York Superintendent") 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 2016 for AGM to distribute as dividends without regulatory approval, is estimated to be approximately $236 million, of which approximately $32 million is estimated to be available for distribution in the second quarter of 2016.

MAC is a New York domiciled insurance company subject to the same dividend limitations described above for AGM. The Company does not currently anticipate that MAC will distribute any dividends.

U.K. company law prohibits AGE from declaring a dividend to its shareholder 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. The Company does not expect AGE to distribute any dividends at this time.

Dividends and Surplus Note
By Insurance Company

 
First Quarter
 
2016
 
2015
 
(in millions)
Dividends paid by AGM to AGMH
$
95

 
$
66

Repayment of surplus note by AGM to AGMH

 
25


11.    Income Taxes

Overview

The Company files its US federal tax return as a part of the consolidated group for Assured Guaranty US Holdings Inc. (“AGUS”), an indirect parent holding company. Each member of the AGUS consolidated tax group is part of a tax sharing agreement and pays or receives its proportionate share of the consolidated regular federal tax liability for the group as if each company filed on a separate return basis.

Provision for Income Taxes

The Company's provision for income taxes for interim financial periods is not based on an estimated annual effective rate due, for example, to the variability in fair value of its credit derivatives, which prevents the Company from projecting a reliable estimated annual effective tax rate and pretax income for the full year 2016. A discrete calculation of the provision is calculated for each interim period.

A reconciliation of the difference between the provision for income taxes and the expected tax provision at statutory rates in taxable jurisdictions is presented below.

Effective Tax Rate Reconciliation

 
First Quarter
 
2016
 
2015
 
(in millions)
Expected tax provision (benefit) at statutory rate
$
36

 
$
44

Tax-exempt interest
(9
)
 
(10
)
Other
0

 
(1
)
Total provision (benefit) for income taxes
$
27

 
$
33

Effective tax rate
25.7
%
 
26.5
%


69



The expected tax provision at statutory rates in taxable jurisdictions 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. Pretax income of the Company’s subsidiaries which are not U.S. domiciled but are subject to U.S. tax by election are included at the U.S. statutory tax rate.

Valuation Allowance

The Company came to the conclusion that it is more likely than not that the remaining net deferred tax asset 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 this deferred tax asset. The Company will continue to analyze the need for a valuation allowance on a quarterly basis.

Audits

AGUS has open tax years with the U.S. Internal Revenue Service (“IRS”) for 2009 forward and is currently under audit for the 2009 - 2012 tax years. The Company's U.K. subsidiary, AGE, is not currently under examination and has open tax years of 2014 forward.

Uncertain Tax Positions

The Company's policy is to recognize interest and penalties related to uncertain tax positions in income tax expense and has accrued $0.2 million for First Quarter 2016 and $0.5 million for 2015. As of March 31, 2016 and December 31, 2015, the Company has accrued $3.0 million and $2.8 million of interest, respectively.

The total amount of unrecognized tax benefits including accrued interest as of March 31, 2016 and December 31, 2015, that would affect the effective tax rate, if recognized, was $21.1 million and $20.9 million, respectively.

12.    Reinsurance and Other Monoline Exposures
The Company assumes exposure on insured obligations (“Assumed Business”) and may cede portions of its exposure on obligations it has insured (“Ceded Business”) in exchange for premiums, net of ceding commissions. The Company historically entered into ceded reinsurance contracts in order to obtain greater business diversification and reduce the net potential loss from large risks.
Ceded and Assumed Business
The Company has Ceded Business to affiliated and non-affiliated companies to limit its exposure to risk. Under these relationships, the Company ceded a portion of its insured risk in exchange for a premium paid to the reinsurer. 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. A number of the financial guaranty insurers to which the Company has ceded par have experienced financial distress and been downgraded by the rating agencies as a result. In addition, state insurance regulators have intervened with respect to some of these insurers. The Company's ceded contracts generally allow the Company to recapture Ceded Business after certain triggering events, such as reinsurer downgrades.
AGM is also party to reinsurance agreements as a reinsurer to its affiliated financial guaranty insurance companies. In 2013, MAC assumed a book of U.S. public finance business from AGM and AGC.

The Company has assumed business primarily from its affiliate, AGC.  Under this relationship, the Company assumes a portion of the ceding company’s insured risk in exchange for a premium.  The Company may be exposed to risk in this portfolio in that the Company may be required to pay losses without a corresponding premium in circumstances where the ceding company is experiencing financial distress and is unable to pay premiums. The Company's agreement with AGC is generally subject to termination at the option of the ceding company if the Company fails to meet certain financial and regulatory criteria or to maintain a specified minimum financial strength rating.  Upon termination under these conditions, the Company may be required to return to the ceding company unearned premiums and loss reserves calculated on a statutory basis of accounting, attributable to the reinsurance assumed, after which the Company would be released from liability with respect

70



to the Assumed Business.  Upon the occurrence of the conditions set forth above, whether or not an agreement is terminated, the Company may be obligated to increase the level of ceding commission paid.
The following table presents the components of premiums and losses reported in the consolidated statement of operations and the contribution of the Company's Assumed and Ceded Businesses.
Effect of Reinsurance on Statement of Operations
 
First Quarter
 
2016
 
2015
 
(in millions)
Premiums Written:
 
 
 
Direct
$
25

 
$
11

Assumed
0

 
0

Ceded
(29
)
 
(5
)
Net
$
(4
)
 
$
6

Premiums Earned:
 
 
 
Direct
$
138

 
$
121

Assumed
12

 
8

Ceded
(39
)
 
(34
)
Net
$
111

 
$
95

Loss and LAE:
 
 
 
Direct
$
63

 
$
13

Ceded
(10
)
 
(3
)
Net
$
53

 
$
10

Other Monoline Exposures
    
In addition to assumed and ceded reinsurance arrangements, the Company may also have exposure to some financial guaranty reinsurers (i.e., monolines) in other areas. Second-to-pay insured par outstanding represents transactions the Company has insured that were previously insured by other monolines. The Company underwrites such transactions based on the underlying insured obligation without regard to the primary insurer. Another area of exposure is in the investment portfolio where the Company holds fixed-maturity securities that are wrapped by monolines and whose value may change based on the rating of the monoline. As of March 31, 2016, based on fair value, the Company had fixed-maturity securities in its investment portfolio consisting of $126 million insured by National Public Finance Guarantee Corporation ("National"), $126 million insured by Ambac, $65 million insured by AGC, $259 million insured by the Company's affiliate Assured Guaranty (UK) Ltd., and $8 million insured by other guarantors. In addition, the Company acquired bonds for loss mitigation or other risk management purposes. As of March 31, 2016 these bonds had a fair value of $127 million insured by FGIC UK Limited.


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Exposure by Reinsurer

 
 
Ratings at
 
Par Outstanding
 
 
June 8, 2016
 
As of March 31, 2016
Reinsurer
 
Moody’s
Reinsurer
Rating
 
S&P
Reinsurer
Rating
 
Ceded Par
Outstanding(1)
 
Second-to-Pay
Insured
Par
Outstanding(1)
 
Assumed
Par
Outstanding
 
 
 
 
 
 
(dollars in millions)
Affiliated Companies: (3)
 
 
 
 
 
 
 
 
 
 
AGC (2)
 
A3
 
AA
 
$
3,240

 
$
158

 
$
19,181

Assured Guaranty Re Ltd. ("AG Re")(2)
 
WR (4)
 
AA
 
56,234

 

 

Affiliated Companies
 
 
 
 
 
59,474

 
158

 
19,181

Non-Affiliated Companies:
 
 
 
 
 
 
 
 
 
 
Tokio Marine & Nichido Fire Insurance Co., Ltd. (2)
 
Aa3 (5)
 
A+ (5)
 
4,175

 

 

American Overseas Reinsurance Company Limited (2)
 
WR
 
WR
 
4,090

 

 
30

Syncora Guarantee Inc. (2)
 
WR
 
WR
 
2,411

 
555

 
542

Mitsui Sumitomo Insurance Co. Ltd. (2)
 
A1
 
A+ (5)
 
1,718

 

 

ACA Financial Guaranty Corp.
 
NR (6)
 
WR
 
700

 
1

 

National (7)
 
A3
 
AA-
 

 
3,600

 

Ambac
 
WR
 
WR
 

 
2,184

 

MBIA
 
(8)
 
(8)
 

 
1,135

 

FGIC
 
(9)
 
(9)
 

 
782

 

Ambac Assurance Corp. Segregated Account
 
NR
 
NR
 

 
83

 

CIFG Assurance North America Inc.
 
WR
 
WR
 

 
21

 

Other
 
Various
 
Various
 
23

 

 
0

Non-Affiliated Companies
 
 
 
 
 
13,117

 
8,361

 
572

Total
 
 
 
 
 
$
72,591

 
$
8,519

 
$
19,753

____________________
(1)
Includes par related to insured credit derivatives.

(2)
The total collateral posted by all affiliated and non-affiliated reinsurers required or agreeing to post collateral as of March 31, 2016, was approximately $1.2 billion. The collateral excludes amounts for the benefit of AGE.

(3)
MAC is rated AA+ (stable outlook) from KBRA and of AA (stable outlook) from S&P. Assumed par outstanding includes $19,152 million assumed by MAC from AGC.

(4)
Represents “Withdrawn Rating.”

(5)
The Company benefits from trust arrangements that satisfy the triple-A credit requirement of S&P and/or Moody’s.

(6)
Represents “Not Rated.”

(7)
Rated AA+ by KBRA.

(8)
MBIA includes subsidiaries MBIA Insurance Corp., rated B by S&P and Caa1 by Moody's, and MBIA U.K. Insurance Ltd., rated BB by S&P and Ba2 by Moody’s.

(9)
FGIC includes subsidiaries Financial Guaranty Insurance Company and FGIC UK Limited, both of whose financial strength ratings have been withdrawn by the rating agencies.


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Amounts Due (To) From Reinsurers
As of March 31, 2016

 
Assumed Premium
 
Ceded
Premium, net
of Commissions
 
Ceded
Expected
Loss to be Paid
 
(in millions)
AGC
$
2

 
$
(12
)
 
$
32

AG Re

 
(48
)
 
78

American Overseas Reinsurance Company Limited

 
(5
)
 
25

Tokio Marine & Nichido Fire Insurance Co., Ltd.

 
(11
)
 
44

Syncora Guarantee Inc.
14

 
(21
)
 
5

Mitsui Sumitomo Insurance Co. Ltd.

 
(3
)
 
18

Other

 
(10
)
 

Total
$
16

 
$
(110
)
 
$
202


Excess of Loss Reinsurance Facility

AGC, AGM and MAC entered into a $360 million aggregate excess of loss reinsurance facility with a number of reinsurers, effective as of January 1, 2016. This facility replaces a similar $450 million aggregate excess of loss reinsurance facility that AGC, AGM and MAC had entered into effective January 1, 2014 and which terminated on December 31, 2015. The new facility covers losses occurring either from January 1, 2016 through December 31, 2023, or January 1, 2017 through December 31, 2024, at the option of AGC, AGM and MAC. It terminates on January 1, 2018, unless AGC, AGM and MAC choose to extend it. The new facility covers certain U.S. public finance credits insured or reinsured by AGC, AGM and MAC as of September 30, 2015, excluding credits that were rated non-investment grade as of December 31, 2015 by Moody’s or S&P or internally by AGC, AGM or MAC and is subject to certain per credit limits. Among the credits excluded are those associated with the Commonwealth of Puerto Rico and its related authorities and public corporations. The new facility attaches when AGC’s, AGM’s and MAC’s net losses (net of AGC’s and AGM's reinsurance (including from affiliates) and net of recoveries) exceed $1.25 billion in the aggregate. The new facility covers a portion of the next $400 million of losses, with the reinsurers assuming pro rata in the aggregate $360 million of the $400 million of losses and AGC, AGM and MAC jointly retaining the remaining $40 million. The reinsurers are required to be rated at least AA- or to post collateral sufficient to provide AGC, AGM and MAC with the same reinsurance credit as reinsurers rated AA-. AGC, AGM and MAC are obligated to pay the reinsurers their share of recoveries relating to losses during the coverage period in the covered portfolio. AGC, AGM and MAC paid approximately $9 million of premiums in 2016 (of which AGM and MAC paid approximately $8 million) for the term January 1, 2016 through December 31, 2016 and deposited approximately $9 million of securities into trust accounts for the benefit of the reinsurers to be used to pay the premium for January 1, 2017 through December 31, 2017. The main differences between the new facility and the prior facility that terminated on December 31, 2015 are the reinsurance attachment point ($1.25 billion versus $1.5 billion), the total reinsurance coverage ($360 million part of $400 million versus $450 million part of $500 million) and the annual premium ($9 million versus $19 million).

13.    Commitments and Contingencies

Legal Proceedings

Lawsuits arise in the ordinary course of the Company’s business. It is the opinion of the Company’s management, based upon the information available, that the expected outcome of litigation against the Company, individually or in the aggregate, will not have a material adverse effect on the Company’s financial position 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 the Company's subsidiaries assert claims in legal proceedings against third parties to recover losses paid in prior periods or prevent losses in the future. For example, as described in the "Recovery Litigation" section of Note 4, Expected Loss to be Paid, in January 2016 the Company commenced an action for declaratory judgment and injunctive relief in the U.S. District Court for the District of Puerto Rico to invalidate executive orders issued by the Governor of Puerto Rico directing the retention or transfer of certain taxes and revenues pledged to secure the payment of certain bonds insured by the Company. The amounts, if any, the Company will recover in proceedings

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to recover losses are uncertain, and recoveries, or failure to obtain recoveries, in 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 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, and annual basis and updates its accruals, disclosures and estimates of reasonably possible loss based on such reviews.
    
Litigation

Proceedings Relating to the Company's Financial Guaranty Business

AGM and AGMH receive subpoenas duces tecum and interrogatories from regulators from time to time.

On September 25, 2013, Wells Fargo Bank, N.A., as trust administrator of the MASTR Adjustable Rate Mortgages Trust 2007-3, filed an interpleader complaint in the U.S. District Court for the Southern District of New York against AGM, among others, relating to the right of AGM to be reimbursed from certain cashflows for principal claims paid in respect of insured certificates. The Company estimates that an adverse outcome to the interpleader proceeding could increase losses on the transaction by approximately $10 - $20 million, net of expected settlement payments and reinsurance in force.

Proceedings Related to AGMH’s Former Financial Products Business
 
The following is a description of legal proceedings involving AGMH’s former Financial Products Business. Although Assured Guaranty did not acquire AGMH’s former Financial Products Business, which included AGMH’s former GIC business, medium term notes business and portions of the leveraged lease businesses, certain legal proceedings relating to those businesses are against entities that Assured Guaranty did acquire. While Dexia SA and Dexia Crédit Local S.A., jointly and severally, have agreed to indemnify Assured Guaranty against liability arising out of the proceedings described below, such indemnification might not be sufficient to fully hold the Company harmless against any injunctive relief or civil or criminal sanction that is imposed against the Company.
    
Governmental Investigations into Former Financial Products Business
 
AGMH and/or AGM have received subpoenas duces tecum and interrogatories or civil investigative demands from the Attorneys General of the States of Connecticut, Florida, Illinois, Massachusetts, Missouri, New York, Texas and West Virginia relating to their investigations of alleged bid rigging of municipal GICs. AGMH has been responding to such requests. AGMH may receive additional inquiries from these or other regulators and expects to provide additional information to such regulators regarding their inquiries in the future. In addition, AGMH received a subpoena from the Antitrust Division of the Department of Justice in November 2006 issued in connection with an ongoing criminal investigation of bid rigging of awards of municipal GICs and other municipal derivatives. Pursuant to that subpoena, AGMH has furnished to the Department of Justice records and other information with respect to AGMH’s municipal GIC business. The ultimate loss that may arise from these investigations remains uncertain.

Lawsuits Relating to Former Financial Products Business

During 2008, nine putative class action lawsuits were filed in federal court alleging federal antitrust violations in the municipal derivatives industry, seeking damages and alleging, among other things, a conspiracy to fix the pricing of, and manipulate bids for, municipal derivatives, including GICs. These cases have been coordinated and consolidated for pretrial proceedings in the U.S. District Court for the Southern District of New York as MDL 1950, In re Municipal Derivatives Antitrust Litigation, Case No. 1:08-cv-2516 (“MDL 1950”). Five of these cases named both AGMH and AGM: (a) Hinds County, Mississippi v. Wachovia Bank, N.A.; (b) Fairfax County, Virginia v. Wachovia Bank, N.A.; (c) Central Bucks School District, Pennsylvania v. Wachovia Bank, N.A.; (d) Mayor and City Council of Baltimore, Maryland v. Wachovia Bank, N.A.; and (e) Washington County, Tennessee v. Wachovia Bank, N.A. In April 2009, the MDL 1950 court granted the defendants’ motion to dismiss on the federal claims for these five cases, but granted leave for the plaintiffs to file an amended complaint. The Corrected Third Consolidated Amended Class Action Complaint, filed on October 9, 2013, lists neither AGM nor AGMH as a named defendant or a co-conspirator. The complaint generally seeks unspecified monetary damages, interest, attorneys’ fees and other costs. The other four cases named AGMH (but not AGM) and also alleged that the defendants violated California state antitrust law and common law by engaging in illegal bid-rigging and market allocation, thereby depriving the cities or

74



municipalities of competition in the awarding of GICs and ultimately resulting in the cities paying higher fees for these products: (f) City of Oakland, California v. AIG Financial Products Corp.; (g) County of Alameda, California v. AIG Financial Products Corp.; (h) City of Fresno, California v. AIG Financial Products Corp.; and (i) Fresno County Financing Authority v. AIG Financial Products Corp. When the four plaintiffs filed a consolidated complaint in September 2009, the plaintiffs did not name AGMH as a defendant. However, the complaint does describe some of AGMH’s and AGM’s activities. The consolidated complaint generally seeks unspecified monetary damages, interest, attorneys’ fees and other costs. In April 2010, the MDL 1950 court granted in part and denied in part the named defendants’ motions to dismiss this consolidated complaint. On September 22, 2015, the remaining parties to the putative class action reported to the MDL 1950 Court that settlements in principle had been reached, and a motion for preliminary approval of those putative class claims was filed on February 24, 2016. The parties have reported that final settlement with those remaining defendants would resolve the putative class case. The settlement fairness hearing for those putative class cases is scheduled for July 8, 2016. The Company cannot reasonably estimate the possible loss, if any, or range of loss that may arise from these lawsuits.
 
In 2008, AGMH and AGM also were named in five non-class action lawsuits originally filed in the California Superior Courts alleging violations of California law related to the municipal derivatives industry: (a) City of Los Angeles, California v. Bank of America, N.A.; (b) City of Stockton, California v. Bank of America, N.A.; (c) County of San Diego, California v. Bank of America, N.A.; (d) County of San Mateo, California v. Bank of America, N.A.; and (e) County of Contra Costa, California v. Bank of America, N.A. Amended complaints in these actions were filed in September 2009, adding a federal antitrust claim and naming AGM (but not AGMH) and AGUS, among other defendants. These cases have been transferred to the Southern District of New York and consolidated with MDL 1950 for pretrial proceedings. In late 2009, AGM and AGUS, among other defendants, were named in six additional non-class action cases filed in federal court, which also have been coordinated and consolidated for pretrial proceedings with MDL 1950; one was voluntarily dismissed with prejudice in October 2010, leaving five that are currently pending: (f) City of Riverside, California v. Bank of America, N.A.; (g) Los Angeles World Airports v. Bank of America, N.A.; (h) Redevelopment Agency of the City of Stockton v. Bank of America, N.A.; (i) Sacramento Suburban Water District v. Bank of America, N.A.; and (j) County of Tulare, California v. Bank of America, N.A. The MDL 1950 court denied AGM and AGUS’s motions to dismiss the eleven complaints that were pending as of April 2010. Amended complaints were filed in May 2010. The complaints in these lawsuits generally seek or sought unspecified monetary damages, interest, attorneys’ fees, costs and other expenses. The Company cannot reasonably estimate the possible loss, if any, or range of loss that may arise from the remaining lawsuits.
 
In May 2010, AGM and AGUS, among other defendants, were named in five additional non-class action cases filed in federal court in California: (a) City of Richmond, California v. Bank of America, N.A. (filed on May 18, 2010, N.D. California); (b) City of Redwood City, California v. Bank of America, N.A. (filed on May 18, 2010, N.D. California); (c) Redevelopment Agency of the City and County of San Francisco, California v. Bank of America, N.A. (filed on May 21, 2010, N.D. California); (d) East Bay Municipal Utility District, California v. Bank of America, N.A. (filed on May 18, 2010, N.D. California); and (e) City of San Jose and the San Jose Redevelopment Agency, California v. Bank of America, N.A (filed on May 18, 2010, N.D. California). These cases have also been transferred to the Southern District of New York and consolidated with MDL 1950 for pretrial proceedings. In September 2010, AGM and AGUS, among other defendants, were named in a sixth additional non-class action filed in federal court in New York, but which alleges violation of New York’s Donnelly Act in addition to federal antitrust law: Active Retirement Community, Inc. d/b/a Jefferson’s Ferry v. Bank of America, N.A. (filed on September 21, 2010, E.D. New York), which has also been transferred to the Southern District of New York and consolidated with MDL 1950 for pretrial proceedings. In December 2010, AGM and AGUS, among other defendants, were named in a seventh additional non-class action filed in federal court in the Central District of California, Los Angeles Unified School District v. Bank of America, N.A., and in an eighth additional non-class action filed in federal court in the Southern District of New York, Kendal on Hudson, Inc. v. Bank of America, N.A. These cases also have been consolidated with MDL 1950 for pretrial proceedings. The complaints in these lawsuits generally seek unspecified monetary damages, interest, attorneys’ fees, costs and other expenses. The Company cannot reasonably estimate the possible loss, if any, or range of loss that may arise from these lawsuits.
 
In January 2011, AGM and AGUS, among other defendants, were named in an additional non-class action case filed in federal court in New York, which alleges violation of New York’s Donnelly Act in addition to federal antitrust law: Peconic Landing at Southold, Inc. v. Bank of America, N.A. This case has been consolidated with MDL 1950 for pretrial proceedings. The complaint in this lawsuit generally seeks unspecified monetary damages, interest, attorneys’ fees, costs and other expenses. The Company cannot reasonably estimate the possible loss, if any, or range of loss that may arise from this lawsuit.
 
In September 2009, the Attorney General of the State of West Virginia filed a lawsuit (Circuit Ct. Mason County, W. Va.) against Bank of America, N.A. alleging West Virginia state antitrust violations in the municipal derivatives industry, seeking damages and alleging, among other things, a conspiracy to fix the pricing of, and manipulate bids for, municipal derivatives, including GICs. An amended complaint in this action was filed in June 2010, adding a federal antitrust claim and naming AGM (but not AGMH) and AGUS, among other defendants. This case has been removed to federal court as well as

75



transferred to the S.D.N.Y. and consolidated with MDL 1950 for pretrial proceedings. AGM and AGUS answered West Virginia's Second Amended Complaint on November 11, 2013. The complaint in this lawsuit generally seeks civil penalties, unspecified monetary damages, interest, attorneys’ fees, costs and other expenses. The Company cannot reasonably estimate the possible loss, if any, or range of loss that may arise from this lawsuit.

14.    Notes Payable and Credit Facilities

Notes Payable

Notes Payable represents debt issued by VIEs consolidated by AGM to one of the Financial Products Companies that were transferred to Dexia Holdings prior to the acquisition of AGMH. The funds borrowed were used to finance the purchase of the underlying obligations of AGM-insured obligations which had breached triggers allowing AGM to exercise its right to accelerate payment of a claim in order to mitigate loss. The assets purchased are classified as assets acquired in refinancing transactions and recorded in “other invested assets.” The terms of the notes payable match the terms of the assets acquired in refinancing transactions.

The principal and carrying values of the Company's notes payable are presented in the table below.

Principal and Carrying Amounts of Notes Payable

 
As of March 31, 2016
 
As of December 31, 2015
 
Principal
 
Carrying
Value
 
Principal
 
Carrying
Value
 
(in millions)
Notes Payable
$
11

 
$
12

 
$
12

 
$
13


Recourse Credit Facilities

2009 Strip Coverage Facility

In connection with the Company's acquisition of AGMH and its subsidiaries from Dexia Holdings Inc., AGM agreed to retain the risks relating to the debt and strip policy portions of the leveraged lease business. The liquidity risk to AGM related to the strip policy portion of the leveraged lease business is mitigated by the strip coverage facility described below.
 
In a leveraged lease transaction, a tax-exempt entity (such as a transit agency) transfers tax benefits to a tax-paying entity by transferring ownership of a depreciable asset, such as subway cars. The tax-exempt entity then leases the asset back from its new owner.
 
If the lease is terminated early, the tax-exempt entity must make an early termination payment to the lessor. A portion of this early termination payment is funded from monies that were pre-funded and invested at the closing of the leveraged lease transaction (along with earnings on those invested funds). The tax-exempt entity is obligated to pay the remaining, unfunded portion of this early termination payment (known as the “strip coverage”) from its own sources. AGM issued financial guaranty insurance policies (known as “strip policies”) that guaranteed the payment of these unfunded strip coverage amounts to the lessor, in the event that a tax-exempt entity defaulted on its obligation to pay this portion of its early termination payment. AGM can then seek reimbursement of its strip policy payments from the tax-exempt entity, and can also sell the transferred depreciable asset and reimburse itself from the sale proceeds.
 
Currently, all the leveraged lease transactions in which AGM acts as strip coverage provider are breaching a rating trigger related to AGM and are subject to early termination. However, early termination of a lease does not result in a draw on the AGM policy if the tax-exempt entity makes the required termination payment. If all the leases were to terminate early and the tax-exempt entities do not make the required early termination payments, then AGM would be exposed to possible liquidity claims on gross exposure of approximately $1.1 billion as of March 31, 2016. To date, none of the leveraged lease transactions that involve AGM has experienced an early termination due to a lease default and a claim on the AGM policy. It is difficult to determine the probability that AGM will have to pay strip provider claims or the likely aggregate amount of such claims. At March 31, 2016, approximately $1.4 billion of cumulative strip par exposure had been terminated since 2008 on a consensual basis. The consensual terminations have resulted in no claims on AGM.
 

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On July 1, 2009, AGM and Dexia Crédit Local S.A., acting through its New York Branch (“Dexia Crédit Local (NY)”), entered into a credit facility (the “Strip Coverage Facility”). Under the Strip Coverage Facility, Dexia Crédit Local (NY) agreed to make loans to AGM to finance all draws made by lessors on AGM strip policies that were outstanding as of November 13, 2008, up to the commitment amount, which is currently $495 million.

Fundings under this facility are subject to certain conditions precedent, and their repayment is collateralized by a security interest that AGM granted to Dexia Crédit Local (NY) in amounts that AGM recovers—from the tax-exempt entity, or from asset sale proceeds—following its payment of strip policy claims. On June 30, 2014, AGM and Dexia Crédit Local (NY) agreed to shorten the duration of the facility. Accordingly, the Strip Coverage Facility will terminate upon the earliest to occur of an AGM change of control, the reduction of the commitment amount to $0 in accordance with the terms of the facility, and June 30, 2024 (rather than the original maturity date of January 31, 2042).
 
The Strip Coverage Facility’s financial covenants require that AGM and its subsidiaries maintain:
 
a maximum debt-to-capital ratio of 30%; and

a minimum net worth of 75% of consolidated net worth as of July 1, 2009, plus, beginning June 30, 2015 and on each anniversary of such date, an amount equal to the product of (i) 25% of the aggregate consolidated net income (or loss) for the period beginning July 2, 2009 and ending on June 30, 2014 and (ii) a fraction, the numerator of which is the commitment amount as of the relevant calculation date and the denominator of which is $1 billion.

The Company was in compliance with all financial covenants as of March 31, 2016.

The Strip Coverage Facility contains restrictions on AGM, including, among other things, in respect of its ability to incur debt, permit liens, pay dividends or make distributions, dissolve or become party to a merger or consolidation. Most of these restrictions are subject to exceptions. The Strip Coverage Facility has customary events of default, including (subject to certain materiality thresholds and grace periods) payment default, bankruptcy or insolvency proceedings and cross-default to other debt agreements.
 
As of March 31, 2016, no amounts were outstanding under this facility, nor have there been any borrowings during the life of this facility.

AGM CPS Securities

In June 2003, $200 million of “AGM CPS”, money market preferred trust securities, were issued by trusts created for the primary purpose of issuing the AGM CPS, investing the proceeds in high-quality commercial paper and selling put options to AGM, allowing AGM to issue the trusts non-cumulative redeemable perpetual preferred stock (the “AGM Preferred Stock”) of AGM in exchange for cash. There are four trusts, each with an initial aggregate face amount of $50 million. These trusts hold auctions every 28 days, at which time investors submit bid orders to purchase AGM CPS. If AGM were to exercise a put option, the applicable trust would transfer the portion of the proceeds attributable to principal received upon maturity of its assets, net of expenses, to AGM in exchange for AGM Preferred Stock. AGM pays a floating put premium to the trusts, which represents the difference between the commercial paper yield and the winning auction rate (plus all fees and expenses of the trust). If an auction does not attract sufficient clearing bids, however, the auction rate is subject to a maximum rate of one-month LIBOR plus 200 basis points for the next succeeding distribution period. Beginning in August 2007, the AGM CPS required the maximum rate for each of the relevant trusts. AGM continues to have the ability to exercise its put option and cause the related trusts to purchase AGM Preferred Stock. The trusts provide AGM access to new capital at its sole discretion through the exercise of the put options. As of March 31, 2016 the put option had not been exercised.

The Company does not consider itself to be the primary beneficiary of the trusts. See Note 6, Fair Value Measurement, –Other Assets–Committed Capital Securities, for a fair value measurement discussion.


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15.    Other Comprehensive Income

The following tables present the changes in each component of accumulated other comprehensive income and the effect of reclassifications out of AOCI on the respective line items in net income.
 
Changes in Accumulated Other Comprehensive Income by Component
First Quarter 2016

 
Net Unrealized
Gains (Losses) on
Investments with no Other-Than-Temporary Impairment
 
Net Unrealized
Gains (Losses) on
Investments with Other-Than-Temporary Impairment
 
Total Accumulated
Other
Comprehensive
Income
 
(in millions)
Balance, December 31, 2015
$
133

 
$
(23
)
 
$
110

Other comprehensive income (loss) attributable to AGM before reclassifications
32

 
(12
)
 
20

Amounts reclassified from AOCI to:
 
 
 
 
 
Net realized investment gains (losses)
(3
)
 
12

 
9

Net investment income
(3
)
 

 
(3
)
Tax (provision) benefit
2

 
(4
)
 
(2
)
Total amount reclassified from AOCI, net of tax
(4
)
 
8

 
4

Net current period other comprehensive income (loss) attributable to AGM
28

 
(4
)
 
24

Balance, March 31, 2016
$
161

 
$
(27
)
 
$
134



Changes in Accumulated Other Comprehensive Income by Component
First Quarter 2015

 
Net Unrealized
Gains (Losses) on
Investments with no Other-Than-Temporary Impairment
 
Net Unrealized
Gains (Losses) on
Investments with Other-Than-Temporary Impairment
 
Total Accumulated
Other
Comprehensive
Income
 
(in millions)
Balance, December 31, 2014
$
186

 
$
(2
)
 
$
184

Other comprehensive income (loss) attributable to AGM before reclassifications
(6
)
 
2

 
(4
)
Amounts reclassified from AOCI to:
 
 
 
 
 
Net realized investment gains (losses)
(1
)
 
1

 

Tax (provision) benefit
1

 
(1
)
 
0

Total amount reclassified from AOCI, net of tax
0

 
0

 
0

Net current period other comprehensive income (loss) attributable to AGM
(6
)
 
2

 
(4
)
Balance, March 31, 2015
$
180

 
$
0

 
$
180



16.
Subsequent Events

Subsequent events have been considered through June 13, 2016, the date on which these financial statements were issued.


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