Assured Guaranty(AGO) - 2022 Q1 - Quarterly Report

PART I Financial Information Financial Statements This section presents Assured Guaranty Ltd.'s unaudited condensed consolidated financial statements for Q1 2022 and 2021, covering Balance Sheets, Statements of Operations, and Cash Flows, with detailed notes Condensed Consolidated Financial Statements Total assets decreased to $17.85 billion by March 31, 2022, while Q1 2022 net income attributable to AGL significantly increased to $66 million Condensed Consolidated Balance Sheet Highlights (in millions) | Metric | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Total Assets | $17,845 | $18,208 | | Total Investments | $9,067 | $9,608 | | Total Liabilities | $11,829 | $11,708 | | Long-term debt | $1,673 | $1,673 | | Total Shareholders' Equity | $5,995 | $6,478 | Condensed Consolidated Statement of Operations Highlights (in millions, except per share data) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Total Revenues | $300 | $177 | | Net Earned Premiums | $214 | $103 | | Total Expenses | $196 | $171 | | Net Income Attributable to AGL | $66 | $11 | | Basic EPS | $1.00 | $0.14 | - The company experienced a comprehensive loss attributable to Assured Guaranty Ltd. of $312 million in Q1 2022, primarily due to $377 million in net unrealized losses on investments[13] - In Q1 2022, the company repurchased 2,738,223 common shares for $155 million and paid $17 million in dividends, compared to 1,986,534 shares for $77 million in Q1 2021[17][18] Note 1: Business and Basis of Presentation Assured Guaranty Ltd. provides credit protection for public and structured finance markets, and asset management services as a Bermuda-based holding company - The company operates in two main business areas: providing credit protection products (financial guaranty insurance) and asset management services[27] - The asset management business, AssuredIM, was significantly expanded through the acquisition of BlueMountain Capital Management in October 2019 and serves as an investment advisor for CLOs, opportunity funds, and liquid strategy funds[29] - On April 1, 2021, Municipal Assurance Corp. (MAC) was merged into Assured Guaranty Municipal Corp. (AGM), resulting in a $16 million write-off of MAC's insurance licenses in Q1 2021[34] Note 2: Segment Information The company reports in Insurance and Asset Management segments; Insurance adjusted operating income rose to $133 million in Q1 2022, while Asset Management broke even Segment Adjusted Operating Income (Loss) (in millions) | Segment | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Insurance | $133 | $79 | | Asset Management | $0 | $(7) | | Total Segments | $133 | $72 | - The company's chief operating decision maker assesses performance and allocates resources based on two segments: Insurance and Asset Management[39] - Segment adjusted operating income is a non-GAAP measure defined as net income attributable to AGL, adjusted for items like realized investment gains/losses, non-credit impairment unrealized fair value changes on credit derivatives, fair value changes on committed capital securities, and foreign exchange remeasurement gains/losses[42] Note 3: Outstanding Exposure Total net par outstanding was $233.4 billion as of March 31, 2022, with Puerto Rico exposure significantly reduced to $2.2 billion due to restructuring Financial Guaranty Portfolio - Net Par Outstanding (in millions) | Category | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Public finance | $224,463 | $227,164 | | Structured finance | $8,916 | $9,228 | | Total financial guaranty | $233,379 | $236,392 | Components of BIG Net Par Outstanding (in millions) | Category | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Public finance | $4,295 | $5,972 | | Structured finance | $1,344 | $1,384 | | Total BIG | $5,639 | $7,356 | - The company's net par exposure to Puerto Rico decreased by $1.3 billion, from $3.57 billion at year-end 2021 to $2.24 billion as of March 31, 2022, due to the consummation of the GO/PBA Plan and other resolutions[86][89][114] Note 4: Expected Loss to be Paid (Recovered) Net expected loss to be paid increased to $432 million by March 31, 2022, with a $44 million economic loss development benefit, offset by $65 million in net paid losses Net Expected Loss to be Paid (Recovered) Roll Forward (in millions) | Description | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Beginning of period | $411 | $529 | | Total economic loss development (benefit) | $(44) | $13 | | Net (paid) recovered losses | $65 | $(70) | | End of period | $432 | $472 | - The economic benefit for U.S. public finance transactions was $48 million in Q1 2022, mainly due to favorable resolutions and assumption updates for Puerto Rico exposures, as well as changes in discount rates, reducing the total net expected loss for this sector to $181 million[143] - For U.S. RMBS, there was an economic loss development of $7 million in Q1 2022, primarily driven by lower excess spread, partially offset by benefits from changes in discount rates and improved transaction performance[487] Note 5: Contracts Accounted for as Insurance Net earned premiums more than doubled to $214 million in Q1 2022, driven by $128 million in accelerations, including Puerto Rico resolutions Net Earned Premiums (in millions) | Component | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Scheduled net earned premiums | $79 | $81 | | Accelerations from refundings and terminations | $128 | $16 | | Accretion of discount | $6 | $5 | | Specialty net earned premiums | $1 | $1 | | Total Net Earned Premiums | $214 | $103 | - The significant increase in accelerated net earned premiums in Q1 2022 was primarily due to $104 million related to the March Puerto Rico Resolutions[175] Net Loss and LAE Reserve (Salvage) by Sector (in millions) | Sector | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Public finance | $128 | $61 | | Structured finance | $60 | $18 | | Total | $188 | $79 | Note 6: Contracts Accounted for as Credit Derivatives Credit derivative net par outstanding was $3.57 billion as of March 31, 2022, with a Q1 2022 fair value loss of $3 million, a significant improvement from prior year Credit Derivative Net Par Outstanding (in millions) | Sector | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | U.S. public finance | $1,487 | $1,705 | | Non-U.S. public finance | $1,586 | $1,800 | | U.S. structured finance | $370 | $400 | | Non-U.S. structured finance | $131 | $135 | | Total | $3,574 | $4,040 | - The company recorded a fair value loss of $3 million on credit derivatives in Q1 2022, compared to a $19 million loss in Q1 2021, driven by wider credit spreads on underlying obligations, partially offset by the increased cost to buy protection on AGC[205] Note 7: Investments The total investment portfolio decreased to $9.07 billion by March 31, 2022, with net investment income at $62 million in Q1 2022, and net realized gains of $3 million Investment Portfolio Composition (in millions) | Investment Type | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Fixed-maturity securities, available-for-sale | $8,156 | $8,202 | | Fixed-maturity securities, trading | $174 | $0 | | Short-term investments | $585 | $1,225 | | Other invested assets | $152 | $181 | | Total Investments | $9,067 | $9,608 | - The company received new recovery bonds (classified as available-for-sale) and contingent value instruments (CVIs, classified as trading) in connection with the March Puerto Rico resolutions[214] - Net investment income decreased to $62 million in Q1 2022 from $70 million in Q1 2021, with equity in earnings of investees swinging to a loss of $11 million from a gain of $9 million in the prior-year period[233] Note 8: Financial Guaranty Variable Interest Entities and Consolidated Investment Vehicles The company consolidates FG VIEs and CIVs; FG VIE assets were $307 million and CIV assets were $5.7 billion as of March 31, 2022, including new Puerto Rico trusts - In Q1 2022, the company began consolidating nine custodial trusts (Puerto Rico Trusts) established as part of the GO/PBA Plan, as it is deemed the primary beneficiary with the power to collapse these trusts[244] Consolidated VIE and CIV Balances (in millions) | Category | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | FG VIEs' Assets | $307 | $260 | | FG VIEs' Liabilities | $335 | $289 | | CIVs' Assets | $5,700 | $5,271 | | CIVs' Liabilities | $4,854 | $4,436 | - The company consolidates 20 CIVs, consisting of 8 funds, 9 CLOs, and 3 CLO warehouses as of March 31, 2022, unchanged from year-end 2021[255] Note 9: Fair Value Measurement Total assets at fair value were $14.76 billion as of March 31, 2022, with $1.74 billion in Level 3, while total liabilities were $4.49 billion, with $4.14 billion in Level 3 - The company categorizes its fair value measurements into a three-level hierarchy (Level 1, 2, and 3) based on the observability of inputs, with Level 3 instruments relying on significant unobservable inputs and management judgment[275][276] Assets and Liabilities at Fair Value (in millions) - As of March 31, 2022 | Category | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | Total Assets | $790 | $12,233 | $1,736 | $14,759 | | Total Liabilities | $0 | $347 | $4,142 | $4,489 | - The fair value of credit derivative liabilities is determined using internal models due to the lack of an active market, with key unobservable inputs including the company's own credit spread, collateral credit spreads, and assumptions about non-standard contract terms[289][290] Note 10: Asset Management Fees Total asset management fees increased to $34 million in Q1 2022, driven by a significant rise in performance fees to $14 million, primarily from healthcare and asset-based funds Asset Management Fees (in millions) | Fee Type | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Management fees | $14 | $18 | | Performance fees | $14 | $1 | | Reimbursable fund expenses | $6 | $5 | | Total asset management fees | $34 | $24 | - The increase in performance fees in Q1 2022 was primarily attributable to the performance of the healthcare and asset-based funds[344] Note 11: Credit Facilities The company established and fully repaid a $400 million short-term loan facility in March 2022 to fund Puerto Rico exposure payments; the facility has since expired - The company entered into a short-term loan facility in February 2022 to manage liquidity for payments related to the Puerto Rico resolution[347] - A total of $400 million was borrowed under the facility on March 14, 2022, and was fully repaid two days later on March 16, 2022, with the facility now expired[347] Note 12: Income Taxes The company recorded a $18 million provision for income taxes in Q1 2022, resulting in a 20.0% effective tax rate, influenced by geographic income distribution and a $24 million valuation allowance Income Tax Provision and Effective Rate | Metric | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Pre-tax Income (in millions) | $93 | $15 | | Provision for Income Taxes (in millions) | $18 | $0 | | Effective Tax Rate | 20.0% | (0.9)% | - The company's overall effective tax rate is influenced by the mix of income generated in different tax jurisdictions, including the U.S. (21%), U.K. (19%), France (25.0% in 2022), and tax-exempt Bermuda[355] - A valuation allowance of $24 million is maintained against foreign tax credits that are not expected to be utilized before their expiration in 2027[351] Note 13: Commitments and Contingencies The company faces various lawsuits, including ongoing Puerto Rico litigation and a pending decision in a case with Lehman Brothers International (Europe) regarding credit derivative terminations - The company is a party to numerous legal actions related to the defaults by Puerto Rico and its instrumentalities, which are part of its loss mitigation and recovery efforts[363] - A long-standing lawsuit with Lehman Brothers International (Europe) regarding the termination of CDS contracts is ongoing, with a decision pending following a bench trial held from October to November 2021[365][367] Note 14: Shareholders' Equity Accumulated Other Comprehensive Income (AOCI) decreased to a negative $78 million by March 31, 2022, due to unrealized investment losses, while the company repurchased 2.7 million shares for $155 million in Q1 2022 - Accumulated Other Comprehensive Income (AOCI) experienced a negative swing of $378 million during Q1 2022, driven primarily by unrealized losses on investments[369] Share Repurchases (Q1 2022) | Period | Number of Shares Repurchased | Total Payments (in millions) | Average Price Paid Per Share | | :--- | :--- | :--- | :--- | | Jan 1 - Mar 31, 2022 | 2,738,223 | $155 | $56.62 | - On February 23, 2022, the Board of Directors authorized an additional $350 million for share repurchases, with $240 million remaining under the authorization as of May 5, 2022[374] Note 15: Earnings Per Share Basic EPS for Q1 2022 was $1.00 and Diluted EPS was $0.98, a substantial increase from $0.14 in Q1 2021, based on $66 million net income Earnings Per Share (EPS) Calculation | Metric | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Net Income Attributable to AGL (millions) | $66 | $11 | | Basic Shares (millions) | 66.3 | 76.7 | | Basic EPS | $1.00 | $0.14 | | Diluted Shares (millions) | 67.4 | 77.5 | | Diluted EPS | $0.98 | $0.14 | Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Q1 2022 financial condition and operations, covering business overview, economic environment, strategies, and segment performance, with net income increasing to $66 million due to Puerto Rico resolutions Overview The company operates in Insurance and Asset Management segments; Q1 2022 saw rising inflation and interest rates, presenting both opportunities and risks, with minimal direct COVID-19 impact - The company's business is divided into two main segments: providing credit protection (Insurance) and offering investment advisory services (Asset Management)[388][390] - The economic environment in Q1 2022 featured rising inflation and interest rates, potentially increasing demand for insurance products but also reducing fixed-income portfolio value[394][397] - Direct COVID-19 claims have been minimal, with most reimbursements received, and the company has transitioned to a hybrid work model[401][402] Key Business Strategies The company's strategy focuses on Insurance, Asset Management, and Capital Management, highlighted by successful Puerto Rico exposure resolution and active share repurchases since 2013 - The company's key strategies are centered on growing the insurance business, expanding the asset management segment, and efficiently managing capital[405] - A major loss mitigation success was the March 15, 2022 resolution of a substantial portion of the company's Puerto Rico exposure through the GO/PBA Plan, which greatly reduced the outstanding risk[414][417] - Capital management remains a priority, with the company having repurchased approximately 70% of its shares outstanding since the program began in 2013, and the Board authorized an additional $350 million for repurchases in February 2022[425] Executive Summary Net income attributable to AGL rose to $66 million in Q1 2022, driven by higher earned premiums from Puerto Rico resolutions, while adjusted book value per share increased to $133.21 Key Financial Results (in millions, except per share data) | Metric | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Net Income Attributable to AGL | $66 | $11 | | Diluted EPS | $0.98 | $0.14 | | Adjusted Operating Income | $90 | $43 | Key Per Share Metrics | Metric | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Shareholders' Equity per Share | $89.20 | $93.19 | | Adjusted Operating Shareholders' Equity per Share | $90.09 | $88.73 | | Adjusted Book Value per Share | $133.21 | $130.67 | - The company has no material direct exposure to Ukraine or Russia, with its direct exposure to Eastern Europe limited to $327 million in net par outstanding, primarily related to Poland and Hungary[443] Results of Operations The section details segment operational results; Insurance adjusted operating income grew to $133 million in Q1 2022, and Asset Management reached breakeven, driven by Puerto Rico resolutions and higher performance fees - The company's critical accounting estimates include expected loss to be paid, fair value of certain assets and liabilities (investments, VIEs, derivatives), goodwill recoverability, credit impairment, revenue recognition, and income taxes[1096] Segment Adjusted Operating Income (Loss) (in millions) | Segment | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Insurance | $133 | $79 | | Asset Management | $0 | $(7) | | Corporate | $(33) | $(29) | | Other (VIE/CIV Effect) | $(10) | $0 | | Total Adjusted Operating Income | $90 | $43 | - The company provides detailed definitions and reconciliations for its non-GAAP financial measures, including Adjusted Operating Income, Adjusted Operating Shareholders' Equity, and Adjusted Book Value, which management uses to evaluate performance and for compensation purposes[529][531][533] Insured Portfolio Total net par outstanding was $233.4 billion as of March 31, 2022, dominated by U.S. public finance, with Puerto Rico exposure significantly reduced to $2.2 billion Financial Guaranty Portfolio by Sector (Net Par Outstanding, in millions) | Sector | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | U.S. public finance | $175,957 | $177,219 | | Non-U.S. public finance | $48,506 | $49,945 | | U.S. structured finance | $8,101 | $8,374 | | Non-U.S. structured finance | $815 | $854 | | Total | $233,379 | $236,392 | - The company's insured exposure to Puerto Rico was $2.2 billion net par outstanding as of March 31, 2022, all of which is rated BIG[554] - U.S. RMBS exposures represent 1.0% of the total net par outstanding, with $1.2 billion of the $2.3 billion total rated as BIG[562][563] Liquidity and Capital Resources Holding company liquidity relies on subsidiary dividends; Q1 2022 saw a net operating cash outflow of $892 million, mainly due to Puerto Rico claim payments, with sufficient liquidity for the next twelve months - The liquidity of AGL and its U.S. Holding Companies is primarily dependent on dividends from operating subsidiaries, with key uses including debt service, shareholder dividends, and share repurchases[565] - Insurance subsidiaries face regulatory restrictions on dividend payments, with estimated maximum ordinary dividend capacities of $291 million for AGM and $207 million for AGC in 2022[589][590] Condensed Consolidated Cash Flow Summary (in millions) | Cash Flow Activity | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Net cash from operating activities | $(892) | $(466) | | Net cash from investing activities | $850 | $125 | | Net cash from financing activities | $(10) | $389 | | Increase (decrease) in cash | $(53) | $48 | Quantitative and Qualitative Disclosures About Market Risk There were no material changes to the company's market risk exposures between December 31, 2021, and March 31, 2022 - There were no material changes to the company's market risks since December 31, 2021[629] Controls and Procedures Management concluded disclosure controls and procedures were effective as of March 31, 2022, with no material changes to internal control over financial reporting during Q1 2022 - The company's President, CEO, and CFO concluded that disclosure controls and procedures were effective as of March 31, 2022[631] - No changes in internal control over financial reporting occurred during Q1 2022 that have materially affected, or are reasonably likely to materially affect, these controls[631] PART II Other Information Legal Proceedings Legal proceedings and claims are detailed in the 2021 Annual Report on Form 10-K and Note 13 of this Form 10-Q - Information regarding legal proceedings is detailed in the 2021 Annual Report on Form 10-K and in Note 13 of this Form 10-Q[633] Risk Factors There have been no material changes to the risk factors previously disclosed in the 2021 Annual Report on Form 10-K - There have been no material changes to the risk factors disclosed in the company's 2021 Annual Report on Form 10-K[634] Unregistered Sales of Equity Securities and Use of Proceeds The company purchased 2,953,237 shares of its equity for $57.05 per share in Q1 2022, with $240 million remaining authorized for future repurchases Issuer Purchases of Equity Securities (Q1 2022) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | Jan 1 - Jan 31 | 940,333 | $52.80 | | Feb 1 - Feb 28 | 1,051,645 | $57.55 | | Mar 1 - Mar 31 | 961,259 | $60.66 | | Total | 2,953,237 | $57.05 | - As of May 5, 2022, the company had a remaining authorization to repurchase $240 million of its common shares[635] Exhibits This section lists exhibits filed with the Form 10-Q, including executive compensation agreements, indemnification agreements, and CEO/CFO certifications - The report includes exhibits related to executive compensation plans, director agreements, and required CEO/CFO certifications[639]