XML 31 R20.htm IDEA: XBRL DOCUMENT v3.20.2
Variable Interest Entities
9 Months Ended
Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities Variable Interest Entities
Financial Guaranty Variable Interest Entities

    The Company provides financial guaranties with respect to debt obligations of special purpose entities, including VIEs, but does not act as the servicer or collateral manager for any VIE obligations guaranteed by its insurance subsidiaries. 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 Company's financial guaranty insurance policy only covers a senior layer of losses experienced by multiple obligations issued by the VIEs. The first loss exposure with respect to the assets is either retained by the seller or sold off in the form of equity or mezzanine debt to other investors. In the case of excess spread, the financial assets contributed to VIEs generate interest income that are in excess of the interest payments on the debt issued by the VIE. Such excess spread is typically distributed through the transaction’s cash flow waterfall and may be used to create additional credit enhancement, applied to redeem debt issued by the VIE (thereby, creating additional overcollateralization), or distributed to equity or other investors in the transaction.

    Assured Guaranty 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. AGL’s and its subsidiaries’ creditors do not have any rights with regard to the collateral supporting the debt issued by the FG VIEs. Proceeds from sales, maturities, prepayments and interest from such underlying collateral may only be used to pay debt service on FG VIEs’ liabilities. Net fair value gains and losses on FG VIEs are expected to reverse to zero by maturity of the FG VIEs’ debt, except for net premiums received and net claims paid by Assured Guaranty 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, under its insurance contract, obtains certain protective rights with respect to the VIE that give the Company additional controls over a VIE. These protective rights are triggered by the occurrence of certain events, such as failure to be in compliance with a covenant due to poor deal performance or a deterioration in a servicer or collateral manager's financial condition. At deal inception, the Company typically is not deemed to control the 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 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 VIE is deconsolidated.

The Company has elected the fair value option for assets and liabilities of the FG VIEs because the carrying amount transition method was not practical.

    As of both September 30, 2020 and December 31, 2019, the Company consolidated 27 FG VIEs. During Nine Months 2020, there were two FG VIEs that matured and two FG VIEs that were consolidated. During Nine Months 2019, two FG VIEs were deconsolidated, two FG VIEs matured, and one FG VIE was consolidated.

    The change in the ISCR of the FG VIEs’ assets held as of September 30, 2020 that was recorded in the condensed consolidated statements of operations for Third Quarter 2020 and Nine Months 2020 were gains of $14 million and losses of $2 million, respectively. The change in the ISCR of the FG VIEs’ assets were gains of $7 million and $42 million for Third Quarter 2019 and Nine Months 2019, respectively. To calculate ISCR, the change in the fair value of the FG VIEs’ assets is allocated between changes that are due to ISCR and changes due to other factors, including interest rates. The ISCR amount is determined by using expected cash flows at the original date of consolidation discounted at the effective yield less current expected cash flows discounted at that same original effective yield.

    The inception to date change in fair value of the FG VIEs’ liabilities with recourse attributable to the ISCR is calculated by holding all current period assumptions constant for each security and isolating the effect of the change in the Company’s CDS spread from the most recent date of consolidation to the current period. In general, if the Company’s CDS spread tightens, more value will be assigned to the Company’s credit; however, if the Company’s CDS widens, less value is assigned to the Company’s credit.
As of
 September 30, 2020December 31, 2019
 (in millions)
Excess of unpaid principal over fair value of:
FG VIEs’ assets$283 $279 
FG VIEs’ liabilities with recourse 17 21 
FG VIEs’ liabilities without recourse17 19 
Unpaid principal balance for FG VIEs’ assets that were 90 days or more past due50 52 
Unpaid principal for FG VIEs’ liabilities with recourse (1)
353 388 
____________________
(1)    FG VIEs’ liabilities with recourse will mature at various dates ranging from 2020 to 2038.
The table below shows the carrying value of the consolidated FG VIEs’ assets and liabilities in the condensed consolidated financial statements, segregated by the types of assets that collateralize the respective debt obligations for FG VIEs’ liabilities with recourse.

Consolidated FG VIEs
By Type of Collateral
 As of September 30, 2020As of December 31, 2019
 AssetsLiabilitiesAssetsLiabilities
 (in millions)
With recourse:    
U.S. RMBS first lien$228 $266 $270 $297 
U.S. RMBS second lien56 58 70 70 
Other 11 12 — — 
Total with recourse295 336 340 367 
Without recourse19 19 102 102 
Total$314 $355 $442 $469 

Consolidated Investment Vehicles

    As of September 30, 2020 and December 31, 2019, $352 million and $79 million, respectively, was invested net of distributions in AssuredIM funds by AGAS, with a fair value of $379 million as of September 30, 2020 and $77 million as of December 31, 2019. The CLO Warehouse Fund is invested in the subordinated notes of certain CLOs and CLO warehouses managed by AssuredIM, and which are also consolidated.

    The consolidated investment vehicles are VIEs. The Company consolidates these investment vehicles as it is deemed to be the primary beneficiary based on its power to direct the most significant activities of each VIE (through its asset management subsidiaries) and its level of economic interest in the entities (through a jointly owned subsidiary of its U.S. insurance subsidiaries).

    Each of the consolidated AssuredIM funds are investment companies for accounting purposes and therefore account for their underlying investments at fair value. Changes in the fair value of assets and liabilities of consolidated investment vehicles, interest income and interest expense are recorded in "fair value gains (losses) on consolidated investment vehicles" in the condensed consolidated statements of operations.

    Upon consolidation of an AssuredIM fund, the Company records noncontrolling interest (NCI) for the portion of each fund owned by employees and any third party investors. Redeemable employee-owned NCI is classified outside of shareholders’ equity, within temporary equity, and non-redeemable employee-owned NCI is presented within shareholders' equity in the condensed consolidated balance sheets. Redemption features for certain employee-owned interests that are amended may result in reclassifications between redeemable NCI and non-redeemable NCI.

    The assets and liabilities of the Company's consolidated investment vehicles are held within separate legal entities. The assets of the consolidated investment vehicles are not available to creditors of the Company, other than creditors of the applicable consolidated investment vehicles. In addition, creditors of the consolidated investment vehicles have no recourse against the assets of the Company, other than the assets of such applicable consolidated investment vehicles. 

    Generally, the consolidation of investment vehicles and FG VIEs has a significant effect on the Company's assets, liabilities and cash flows. The consolidated investment vehicles have no net effect on the net income attributable to the Company, other than the economic interests held by the Company's (1) Insurance segment through a jointly owned subsidiary of the U.S. insurance subsidiaries, and (2) Asset Management subsidiaries. The ownership interests of the Company's consolidated funds, to which the Company has no economic rights, are reflected as either redeemable or nonredeemable NCI in the condensed consolidated financial statements. Liquidity available at the Company's consolidated investment vehicles is typically not available for corporate liquidity needs, except to the extent of the Company's investment in the fund.
Assets and Liabilities
of Consolidated Investment Vehicles
 
As of
September 30, 2020December 31, 2019
 (in millions)
Assets (1):
Fund assets:
Cash and cash equivalents$169 $
Fund investments, at fair value (2)
Corporate securities85 47 
Equity securities and warrants 43 17 
Structured products 40 — 
Obligations of state and political subdivisions50 — 
Due from brokers and counterparties35 — 
Other assets— 
CLO and CLO warehouse assets:
Cash13 12 
CLO investments, at fair value
Loans of CFE878 494 
Loans, at fair value option175 — 
Short-term investments30 — 
Due from brokers and counterparties20 — 
Total assets$1,539 $572 
Liabilities:
CLO obligations of CFE, at fair value (3)
830 481 
Warehouse financing debt, at fair value option (4)47 — 
Securities sold short, at fair value53 — 
Due to brokers and counterparties162 — 
Other liabilities— 
Total liabilities$1,092 $482 
____________________
(1)     Assets held by consolidated investment vehicles are not available to fund the general liquidity needs of the Company.

(2)    Includes investment in affiliates of $44 million and $9 million as of September 30, 2020 and December 31, 2019, respectively.

(3)    The weighted average maturity and weighted average interest rate of CLO obligations were 5.6 years and 2.4%, respectively, for September 30, 2020 and 12.8 years and 3.8%, respectively, for December 31, 2019. CLO obligations will mature at various dates ranging from 2031 to 2032.

(4)    The weighted average maturity and weighted average interest rate of warehouse financing debt of CLO warehouses were 7.0 years and 1.9%, respectively, for September 30, 2020. Bank debt will mature at various dates ranging from 2021 to 2029.

As of September 30, 2020, the consolidated investment vehicles had a commitment to invest $12 million.

As of September 30, 2020, the consolidated investment vehicles included forward currency contracts with a notional of $3 million and average notional of $2 million. The fair value of the forward contracts recorded in the Company's condensed consolidated balance sheets and the net change in fair value recorded in the condensed consolidated statements of operations for Nine Months 2020 were de minimis.
The following table shows the information for assets and liabilities of the consolidated investment vehicles measured using the fair value option.
As of
 September 30, 2020
 (in millions)
Excess of unpaid principal over fair value of CLO loans$
Unpaid principal for warehouse financing debt47 

On June 26, 2020, CLOWH, as borrower, entered into a revolving credit facility pursuant to which CLOWH may borrow for purposes of purchasing loans during the CLO warehouse stage. Under the CLOWH revolving credit facility, the principal amount may not exceed $175 million. The current available commitment is determined by an advance rate of 70% based on the amount of equity contributed to the warehouse. Based on the current advance rate and amount of equity contributed, the available commitment for CLOWH as of September 30, 2020 was $67 million. As of September 30, 2020, CLOWH had drawn down $39 million. The maturity date of the revolving credit facility is January 15, 2029. The unpaid principal amounts will bear quarterly interest at a rate of 3-month LIBOR plus 175 bps. Accrued interest on all loans will be paid on the 15th of January, April, July and October beginning October 2020.

On August 26, 2020, EUR 2021-1, as borrower, entered into a credit facility pursuant to which EUR 2021-1 may borrow for purposes of purchasing loans during the CLO warehouse stage. Under the EUR 2021-1 credit facility, the principal amount may not exceed €140 million (which was equivalent to $164 million as of September 30, 2020). The current available commitment is determined by an advance rate of 70% based on the amount of equity contributed to the warehouse. Based on the current advance rate and amount of equity contributed, the available commitment for EUR 2021-1 as of September 30, 2020 was €7 million (or $8 million). As of September 30, 2020, EUR 2021-1 had drawn down €7 million (or $8 million). The ramp up period under the credit facility terminates on August 26, 2021 and the final maturity date is August 25, 2022. During the ramp up period the unpaid principal amounts will bear interest at a rate of 3-month Euribor plus 170 bps. Thereafter the interest rate increases by 50 basis points per quarter until maturity. Accrued interest on all loans will be paid on the last day of the ramp up period or the closing date of the CLO, whichever is earlier, and then quarterly thereafter until maturity, or upon the payment in full by the borrower of all secured obligations, or upon CLO closing, whichever is earlier.

Redeemable Noncontrolling Interests in Consolidated Investment Vehicles
Third Quarter 2020Nine Months 2020
 (in millions)
Beginning balance$20 $
Reallocation of ownership interests— (10)
Contributions to investment vehicles— 25 
Net income (loss)(1)
September 30,$21 $21 

Effect of Consolidating FG VIEs and Consolidated Investment Vehicles

The effect on the statements of operations and financial condition of consolidating FG VIEs includes (i) changes in fair value gains (losses) on FG VIEs’ assets and liabilities, (ii) the elimination of premiums and losses related to the AGC and AGM FG VIEs’ liabilities with recourse and (iii) the elimination of investment balances related to the Company’s purchase of AGC and AGM insured FG VIEs’ 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.

    The effect on the statements of operations and financial condition of consolidating AssuredIM investment vehicles includes (i) changes in fair value of consolidated investment vehicles assets and liabilities, (2) the elimination of the equity in earnings in investees related to AGAS's and AssuredIMs's investments in the consolidated AssuredIM funds, (3) the elimination of debt of the consolidated CLOs and CLO warehouses against the assets of the consolidated CLO Warehouse Fund, (4) the recording of noncontrolling interest for the proportion of each consolidated AssuredIM fund that is not owned by the Company, and (5) the elimination of intercompany asset management fees.

    The cash flows generated by the FG VIEs’ assets are classified as cash flows from investing activities. Paydowns of FG VIEs' liabilities are supported by the cash flows generated by FG VIEs’ assets, and for liabilities with recourse, possibly
claim payments made by AGM or AGC under its financial guaranty insurance contracts. Paydowns of FG VIEs' liabilities both with and without recourse are classified as cash flows used in financing activities. Interest income, interest expense and other expenses of the FG VIEs’ assets and liabilities are classified as operating cash flows. Claim payments made by AGC and AGM under the financial guaranty contracts issued to the FG VIEs are eliminated upon consolidation and therefore such claim payments are treated as paydowns of FG VIEs’ liabilities and as a financing activity as opposed to an operating activity of AGM and AGC.

    Cash flows of the consolidated investment vehicles attributable to such entities' investment purchases and dispositions, as well as operating expenses of the investment vehicles, are presented as cash flow from operating activities in the condensed consolidated statements of cash flows. Borrowings under credit facilities, debt issuances and repayments, and capital cash flows to and from investors are presented as financing activities consistent with investment company guidelines.

Effect of Consolidating FG VIEs and Consolidated Investment Vehicles
on the Condensed Consolidated Balance Sheets
Increase (Decrease)
As of
 September 30, 2020December 31, 2019
 (in millions)
Assets
Investment portfolio:
Fixed maturity securities and short-term investments$(33)$(39)
Equity method investments (1)
(379)(77)
Total investments(412)(116)
Premiums receivable, net of commissions payable(6)(7)
Salvage and subrogation recoverable(9)(8)
FG VIEs’ assets, at fair value314 442 
Assets of consolidated investment vehicles (1)
1,539 572 
Total assets$1,426 $883 
Liabilities and shareholders’ equity
Unearned premium reserve$(41)$(39)
Loss and LAE reserve(44)(41)
FG VIEs’ liabilities with recourse, at fair value336 367 
FG VIEs’ liabilities without recourse, at fair value19 102 
Liabilities of consolidated investment vehicles (1)
1,092 482 
Total liabilities1,362 871 
Redeemable noncontrolling interests in consolidated investment vehicles (1)
21 
Retained earnings27 34 
Accumulated other comprehensive income(31)(35)
Total shareholders’ equity attributable to Assured Guaranty Ltd.(4)(1)
Nonredeemable noncontrolling interests (1)47 
Total shareholders’ equity 43 
Total liabilities, redeemable noncontrolling interests and shareholders’ equity$1,426 $883 
 ____________________
(1)    These line items represent the components of the effect of consolidated investment vehicles.
Effect of Consolidating FG VIEs and Consolidated Investment Vehicles
on the Condensed Consolidated Statements of Operations
Increase (Decrease)
 Third QuarterNine Months
 2020201920202019
 (in millions)
Net earned premiums$(2)$(2)$(4)$(16)
Net investment income(1)(1)(4)(3)
Asset management fees(2)— (4)— 
Fair value gains (losses) on FG VIEs — (8)42 
Fair value gains (losses) on consolidated investment vehicles 18 — 37 — 
Loss and LAE(1)(3)(18)
Other operating expense— — — 
Equity in net earnings of investees(13)— (29)— 
Effect on income before tax(1)(2)(4)
Less: Tax provision (benefit)(1)— (2)
Effect on net income (loss)— (2)(2)
Effect on redeemable noncontrolling interests— — 
Effect on net income (loss) attributable to AGL$(3)$(2)$(7)$

The fair value gains on consolidated investment vehicles for Third Quarter 2020 and Nine Months 2020 were attributable to price appreciation on the investments held by the consolidated investment vehicles.

The fair value losses on FG VIEs were $8 million for Nine Months 2020, primarily due to price depreciation due to the observed widening in the market spreads for the underlying collateral. For Third Quarter 2020, the fair value gains on FG VIEs were de minimis. For Third Quarter 2019, the primary driver of the gain was price appreciation on the FG VIEs' assets resulting from improvement in the underlying collateral. For Nine Months 2019, the primary driver of the gain was attributable to higher recoveries on FG VIEs' second lien U.S. RMBS assets.

Other Consolidated VIEs

    In certain instances where the Company consolidates a VIE that was established as part of a loss mitigation negotiated settlement that results in the termination of the original insured financial guaranty insurance or credit derivative contract, the Company classifies the assets and liabilities of those VIEs in the line items that most accurately reflect the nature of the items, as opposed to within the FG VIEs’ assets and FG VIEs’ liabilities. The largest of these VIEs had assets of $95 million and liabilities of $12 million as of September 30, 2020, and assets of $91 million and liabilities of $12 million as of December 31, 2019, primarily recorded in the investment portfolio and credit derivative liabilities on the condensed consolidated balance sheets.

Non-Consolidated VIEs
 
    As described in Note 3, Outstanding Insurance Exposure, the Company monitors all policies in the insured portfolio. Of the approximately 18 thousand policies monitored as of September 30, 2020, approximately 16 thousand policies are not within the scope of FASB ASC 810 because these financial guaranties relate to the debt obligations of governmental organizations or financing entities established by a governmental organization. The majority of the remaining policies involve transactions where the Company is not deemed to currently have control over the FG VIEs’ most significant activities. As of September 30, 2020 and December 31, 2019, the Company identified 84 and 90 policies, respectively, that contain provisions and experienced events that may trigger consolidation. Based on management’s assessment of these potential triggers or events, the Company consolidated 27 FG VIEs as of both September 30, 2020 and December 31, 2019. The Company’s exposure provided through its financial guaranties with respect to debt obligations of FG VIEs is included within net par outstanding in Note 3, Outstanding Insurance Exposure.
    The Company manages funds and CLOs that have been determined to be a VIE, in which the Company concluded that it held no variable interests, through either equity interests held, debt interests held or decision-making fees received by the Asset Management subsidiaries. As such, the Company does not consolidate these entities.