Assured Guaranty Ltd. (NYSE:AGO) ("AGL” and, together with its
subsidiaries, "Assured Guaranty” or "the Company”) today reported its
financial results for the fiscal year ended December 31, 2009. The
Company’s 2009 operating income, a financial measure that is not in
accordance with U.S. Generally Accepted Accounting Principles ("non-GAAP
financial measure”), was $316.7 million ($2.45 per diluted share), a
325% increase from $74.5 million ($0.84 per diluted share) in 2008. The
Company also reported 2009 net income attributable to AGL ("consolidated
net income”) of $97.2 million ($0.75 per diluted share), a 41% increase
from 2008 consolidated net income of $68.9 million ($0.77 per diluted
share). A reconciliation of operating income to net income is provided
in Table 1 below. Please see the "Explanation of Non-GAAP Financial
Measures” section of this press release for a definition of operating
income and other non-GAAP financial measures referenced in this press
release.
Assured Guaranty’s 2009 financial results include the July 1, 2009
acquisition of Financial Security Assurance Holdings Ltd. ("FSAH
Acquisition”). The FSAH Acquisition substantially increased Assured
Guaranty’s total assets and liabilities, including a material increase
in the Company’s unearned premium reserve and investment assets. The
FSAH acquisition also resulted in material increases in earned premium,
net investment income, employee headcount, operating expenses and
interest expense. Both 2009 net income and operating income included
$92.3 million of pre-tax FSAH Acquisition-related expenses ($62.6
million after tax or $0.48 per diluted share).
"We recorded strong operating earnings for the year, despite losses in
our residential mortgage-backed insured portfolio,” said Dominic
Frederico, President and Chief Executive Officer of Assured Guaranty.
"This was in large part due to the earnings power we achieved through
the FSAH. Additionally, the Company has a strong platform for future
growth supported by our strong market acceptance in the fixed income and
equity markets, as evidenced by record 2009 originations in our core
U.S. municipal business and by our two successful capital raises during
the year.
"Turning to insurer financial strength ratings, as previously announced,
at our request Fitch has withdrawn its ratings on us at our current
rating levels. We took this action because Fitch decided as a credit
policy matter to withdraw insurer bond ratings on all Assured Guaranty
wrapped bonds for which it did not provide an underlying rating on the
issuer, which in our case affects 90% of issuers in our insured
portfolio. We believe that our two financial strength ratings are more
than sufficient to support our business activity. Should Fitch, in the
future, expand its participation in the municipal bond market, or
reverse their policy decision we would reconsider carrying the Fitch
rating.”
|
|
|
Table 1: Reconciliation of Consolidated Net Income to Operating
Income
|
|
($ in millions)
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
|
2009
|
|
|
|
2008
|
|
|
Consolidated net income
|
|
$
|
97.2
|
|
|
$
|
68.9
|
|
|
Less: Realized gains (losses) on investments, after tax
|
|
|
(34.1
|
)
|
|
|
(62.7
|
)
|
|
Less: Non-credit impairment unrealized gains (losses) on credit
derivatives, after tax
|
|
|
(82.2
|
)
|
|
|
29.3
|
|
|
Less: Unrealized gains (losses) on committed capital securities,
after tax
|
|
|
(79.9
|
)
|
|
|
27.8
|
|
|
Less: Goodwill and settlement of intercompany relationship, net
|
|
|
(23.3
|
)
|
|
|
-
|
|
|
Operating income
|
|
$
|
316.7
|
|
|
$
|
74.5
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding (in millions)1:
|
|
|
|
|
|
Basic shares outstanding - GAAP
|
|
|
126.5
|
|
|
|
88.0
|
|
|
Diluted shares outstanding - GAAP
|
|
|
129.1
|
|
|
|
88.4
|
|
|
Diluted shares outstanding - non-GAAP
|
|
|
129.4
|
|
|
|
88.9
|
|
|
|
|
|
|
|
|
Per Diluted Share1
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
|
2009
|
|
|
|
2008
|
|
|
Consolidated net income
|
|
$
|
0.75
|
|
|
$
|
0.77
|
|
|
Less: Realized gains (losses) on investments, after tax
|
|
|
(0.26
|
)
|
|
|
(0.71
|
)
|
|
Less: Non-credit impairment unrealized gains (losses) on credit
derivatives, after tax
|
|
|
(0.64
|
)
|
|
|
0.33
|
|
|
Less: Unrealized gains (losses) on committed capital securities,
after tax
|
|
|
(0.62
|
)
|
|
|
0.31
|
|
|
Less: Goodwill and settlement of intercompany relationship, net
|
|
|
(0.18
|
)
|
|
|
-
|
|
|
Operating income2
|
|
$
|
2.45
|
|
|
$
|
0.84
|
|
1.
Effective January 1, 2009, the Company adopted FASB
Accounting Standards Codification ("ASC") 260-10, "Earnings Per Share”
(FSP EITF 03-6-1, "Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities”), which
clarifies that share-based payment awards that entitle their holders to
receive nonforfeitable dividends or dividend equivalents before vesting
should be considered participating securities and shall be included in
the calculation of basic and diluted net income (loss) per share. There
was no effect on previously reported diluted net income per share for
the year ended December 31, 2008.
Operating income, a non-GAAP
financial measure, for both periods is positive, therefore the per
diluted share calculation ignores the effect of ASC 260-10 and includes
the effect of dilutive securities.
2.
Total may not add due to differences in calculating GAAP
and non-GAAP per diluted share amounts.
Shareholders’ Equity: Shareholders’ equity attributable to AGL
("book value”) at December 31, 2009 was $3,520.5 million, a $1,594.3
million or 83% increase from $1,926.2 million at December 31, 2008. The
increase in shareholders’ equity was principally due to two common share
offerings that closed in June and December 2009 for total net proceeds
of $1,022.7 million.
The Company’s December 31, 2009 book value per share was $19.12, a
decrease of $2.06 per share from $21.18 at December 31, 2008. The
Company’s decline in book value per share resulted from the significant
increase in shares outstanding from 91.0 million at December 31, 2008 to
184.2 million at December 31, 2009 due to the June 2009 sale of 44.3
million common shares and July 2009 issuance of 22.3 million common
shares to Dexia to complete the FSAH Acquisition, both of which were
related to the FSAH Acquisition, as well as the December 2009 common
equity sale of 27.5 million shares for net proceeds of $573.8 million.
Operating shareholders’ equity, a non-GAAP financial measure, was
$4,142.2 million, a 79% increase from $2,319.1 million at December 31,
2008, principally due to the 2009 common share offerings as well as
$316.7 million in full year 2009 operating income. Operating
shareholders' equity per share was $22.49 at December 31, 2009, a
decrease of 12% from $25.50 at December 31, 2008, due to the
aforementioned increase in shares outstanding during 2009.
Adjusted Book Value: The Company’s adjusted book value, a
non-GAAP financial measure, was $8,913.7 million ($48.40 per share) at
December 31, 2009, a $5,095.9 million ($6.43 per share) increase from
December 31, 2008 adjusted book value of $3,817.8 million ($41.97 per
share). Table 2 provides a reconciliation of shareholders’ equity to
operating shareholders’ equity and adjusted book value.
The FSAH Acquisition significantly increased the Company’s adjusted book
value due to acquisition accounting adjustments and FSAH’s large book of
inforce business and unearned premium revenue. However, the Company’s
2009 adjusted book value per share did not increase as much as adjusted
book value due to the increase in shares outstanding during 2009
resulting from the FSAH Acquisition and the 2009 equity offerings.
|
Table 2: Shareholders' Equity1
|
|
($ in millions, except per share data)
|
|
|
|
|
|
As of :
|
|
As of
|
|
% Change
|
|
|
|
|
December 31,
|
|
December 31,
|
|
versus
|
|
|
|
|
2009
|
|
|
|
2008
|
|
|
12/31/2008
|
|
|
Adjusted book value reconciliation:
|
|
|
|
|
|
|
|
Book value attributable to Assured Guaranty Ltd.
|
|
$
|
3,520.5
|
|
|
$
|
1,926.2
|
|
|
83
|
%
|
|
Less: Non-credit impairment unrealized gains (losses) on credit
derivatives, after tax
|
|
|
(767.6
|
)
|
|
|
(422.7
|
)
|
|
82
|
%
|
|
Less: Unrealized gains (losses) on committed capital securities,
after tax
|
|
|
6.2
|
|
|
|
33.2
|
|
|
(81
|
)%
|
|
Less: Unrealized gain (loss) on investment portfolio excluding
foreign exchange effect
|
|
|
139.7
|
|
|
|
(3.4
|
)
|
|
NM
|
|
|
Operating shareholders' equity
|
|
$
|
4,142.2
|
|
|
$
|
2,319.1
|
|
|
79
|
%
|
|
Less: Deferred acquisition costs ("DAC"), after tax
|
|
|
235.3
|
|
|
|
260.6
|
|
|
(10
|
)%
|
|
Plus: Net present value of estimated net future credit derivative
revenue, after tax 2
|
|
|
520.0
|
|
|
|
725.9
|
|
|
(28
|
)%
|
|
Plus: Unearned premium reserve on financial guaranty contracts in
excess of expected loss, after tax 3
|
|
|
4,486.8
|
|
|
|
1,033.4
|
|
|
334
|
%
|
|
Adjusted book value
|
|
$
|
8,913.7
|
|
|
$
|
3,817.8
|
|
|
133
|
%
|
|
|
|
|
|
|
|
|
|
Shares outstanding at the end of period (in millions)
|
|
|
184.2
|
|
|
|
91.0
|
|
|
102
|
%
|
|
|
|
|
|
|
|
|
|
Adjusted book value per share reconciliation:
|
|
|
|
|
|
|
|
Book value attributable to Assured Guaranty Ltd.
|
|
$
|
19.12
|
|
|
$
|
21.18
|
|
|
(10
|
)%
|
|
Less: Non-credit impairment unrealized gains (losses) on credit
derivatives, after tax
|
|
|
(4.17
|
)
|
|
|
(4.65
|
)
|
|
(10
|
)%
|
|
Less: Unrealized gains (losses) on committed capital securities,
after tax
|
|
|
0.03
|
|
|
|
0.36
|
|
|
(92
|
)%
|
|
Less: Unrealized gain (loss) on investment portfolio excluding
foreign exchange effect
|
|
|
0.76
|
|
|
|
(0.04
|
)
|
|
NM
|
|
|
Operating shareholders' equity per share
|
|
$
|
22.49
|
|
|
$
|
25.50
|
|
|
(12
|
)%
|
|
Less: DAC, after tax
|
|
|
1.28
|
|
|
|
2.87
|
|
|
(55
|
)%
|
|
Plus: Net present value of estimated net future credit derivative
revenue, after tax 2
|
|
|
2.82
|
|
|
|
7.98
|
|
|
(65
|
)%
|
|
Plus: Unearned premium reserve on financial guaranty contracts in
excess of expected loss, after tax 3
|
|
|
24.36
|
|
|
|
11.36
|
|
|
114
|
%
|
|
Adjusted book value
|
|
$
|
48.40
|
|
|
$
|
41.97
|
|
|
15
|
%
|
|
|
|
|
|
|
|
|
|
1. The Company adopted ASC 944-20 (FAS No. 163, "Accounting for
Financial Guarantee Insurance Contracts”) effective January 1, 2009.
The adoption of this accounting standard had an effect of $19.4
million on January 1, 2009 book value.
|
|
2. Includes unearned revenue less ceded premiums on credit
derivatives, after tax.
|
|
3. Unearned premium reserve (UPR) less ceded unearned premium
reserve, after tax.
|
|
NM = Not meaningful
|
Fourth Quarter 2009 Financial Results
Assured Guaranty also announced today its financial results for the
fourth quarter ended December 31, 2009 ("fourth quarter 2009”). Fourth
quarter 2009 present value of new business production ("PVP”), a
non-GAAP financial measure, was $120.4 million due to a 79% increase in
U.S. public finance new business production to $114.0 million from $63.6
million for the quarter ended December 31, 2008 ("fourth quarter 2008”).
Table 3 below provides a reconciliation of gross premiums written to
PVP. Gross par written totaled $8.0 billion in fourth quarter 2009, up
10% from fourth quarter 2008.
Commenting on the quarter’s new public finance originations, Mr.
Frederico stated: "We insured 8.5% of all 2009 new issue volume in the
U.S. municipal market despite the ratings uncertainty that prevailed
throughout most of the year, which ended when Moody’s affirmed our
ratings on December 18, 2009. This business had average underlying
ratings of single-A and was executed at attractive rates of return.”
Fourth quarter 2009 PVP declined 6% from fourth quarter 2008 PVP of
$128.1 million due to a substantial decline in the Company’s structured
finance business. Structured finance PVP declined from $49.8 million in
fourth quarter 2008 to $6.3 million in fourth quarter 2009. The
Company’s tightened underwriting standards and the limited new issue
activity in those structured finance sectors that the Company would
consider for credit enhancement, such as commercial receivables and
non-mortgage consumer securitizations such as auto loans, both reduced
the amount of 2009 structured finance PVP.
|
Table 3: New Business Production
|
|
|
|
Quarter Ended
December 31,
|
|
|
|
Consolidated gross written premiums ("GWP") analysis:
|
|
|
|
|
|
%
|
|
($ in millions)
|
|
|
2009
|
|
|
|
2008
|
|
Change
|
|
Present value of new business production ("PVP")
|
|
|
|
|
|
|
|
Public finance - U.S.
|
|
$
|
114.0
|
|
|
$
|
63.5
|
|
80
|
%
|
|
Public finance - non-U.S.
|
|
|
-
|
|
|
|
-
|
|
NM
|
|
|
Structured finance - U.S.
|
|
|
6.3
|
|
|
|
49.9
|
|
(87
|
)%
|
|
Structured finance - non-U.S.
|
|
|
0.1
|
|
|
|
14.7
|
|
(99
|
)%
|
|
Total PVP
|
|
|
120.4
|
|
|
|
128.1
|
|
(6
|
)%
|
|
Less: PVP of credit derivatives
|
|
|
-
|
|
|
|
57.7
|
|
NM
|
|
|
PVP of financial guaranty GWP
|
|
|
120.4
|
|
|
|
70.4
|
|
71
|
%
|
|
Less: Financial guaranty installment premium PVP
|
|
|
(2.9
|
)
|
|
|
10.5
|
|
(128
|
)%
|
|
Total: Financial guaranty upfront GWP
|
|
|
123.3
|
|
|
|
59.9
|
|
106
|
%
|
|
Plus: Financial guaranty installment adjustment 1
|
|
|
(66.9
|
)
|
|
|
23.9
|
|
NM
|
|
|
Total financial guaranty GWP
|
|
|
56.4
|
|
|
|
83.8
|
|
(33
|
)%
|
|
Plus: Mortgage guaranty segment GWP
|
|
|
-
|
|
|
|
-
|
|
NM
|
|
|
Plus: Other segment GWP
|
|
|
-
|
|
|
|
-
|
|
NM
|
|
|
Total GWP
|
|
$
|
56.4
|
|
|
$
|
83.8
|
|
(33
|
)%
|
|
|
|
1.
2009 amounts include the difference in management
estimates for the discount rate applied to future installments
compared to the discount rate used for ASC 944-20 as well as the
estimated term for future installments.
|
|
NM = Not meaningful
|
The Company’s operating income and operating income per diluted share
rose significantly from $3.5 million in fourth quarter 2008 to $155.9
million in fourth quarter 2009 due to the growth in net earned premiums
and net investment income, largely associated with the FSAH Acquisition.
Fourth quarter 2009 operating income per share also increased rising to
$0.91 per diluted share compared to $0.04 per diluted share in fourth
quarter 2008. Both fourth quarter 2009 operating income and net income
included $12.1 million of pre-tax FSAH Acquisition-related expenses
($8.2 million after tax or $0.05 per diluted share. The Company did not
incur any FSAH Acquisition-related expenses in fourth quarter 2008.
Fourth quarter 2009 consolidated net income was $216.7 million ($1.27
per diluted share) as compared to a net loss of $243.8 million ($2.66
per diluted share) in fourth quarter 2008. Table 4 below provides a
reconciliation of fourth quarter consolidated net income and operating
income. Fourth quarter 2009 consolidated net income increased due to
higher operating income and also due to $83.6 million of non-credit
impairment unrealized after-tax gains on credit derivatives ($0.49 gain
per diluted share), as compared to a non-credit impairment unrealized
after-tax loss on credit derivatives of $212.5 million ($2.34 loss per
diluted share) in fourth quarter 2008. The change in non-credit
impairment unrealized gains (losses) in any financial reporting period
reflects the change in the market value of credit enhancement contracts
written by the Company’s subsidiaries in credit derivative form. The
market value of these contracts fluctuates due to changes in market
values of the reference securities in these contracts as well as due to
changes in market value of credit derivates referencing the Company’s
subsidiaries.
|
Table 4: Reconciliation of Consolidated Net Income (Loss) to
Operating Income
|
|
($ in millions)
|
|
|
|
|
|
|
4Q-09
|
|
4Q-08
|
|
|
Consolidated net income (loss)
|
|
$
|
216.7
|
|
|
$
|
(243.8
|
)
|
|
|
Less: Realized gains (losses) on investments, after tax
|
|
|
(4.0
|
)
|
|
|
(46.8
|
)
|
|
|
Less: Non-credit impairment unrealized gains (losses) on credit
derivatives, after tax
|
|
|
83.6
|
|
|
|
(212.5
|
)
|
|
|
Less: Unrealized gains (losses) on committed capital securities,
after tax
|
|
|
(18.8
|
)
|
|
|
12.0
|
|
|
|
Operating income
|
|
$
|
155.9
|
|
|
$
|
3.5
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding (in millions)1:
|
|
|
|
|
|
|
Basic shares outstanding - GAAP
|
|
|
164.7
|
|
|
|
91.0
|
|
|
|
Diluted shares outstanding - GAAP
|
|
|
170.5
|
|
|
|
91.0
|
|
|
|
Diluted shares outstanding - non-GAAP
|
|
|
170.7
|
|
|
|
91.6
|
|
|
|
|
|
|
|
|
|
|
Per Diluted Share1
|
|
|
|
|
|
|
|
|
4Q-09
|
|
4Q-08
|
|
|
Consolidated net income (loss)
|
|
$
|
1.27
|
|
|
$
|
(2.66
|
)
|
|
|
Less: Realized gains (losses) on investments, after tax
|
|
|
(0.02
|
)
|
|
|
(0.51
|
)
|
|
|
Less: Non-credit impairment unrealized gains (losses) on credit
derivatives, after tax
|
|
|
0.49
|
|
|
|
(2.34
|
)
|
|
|
Less: Unrealized gains (losses) on committed capital securities,
after tax
|
|
|
(0.11
|
)
|
|
|
0.13
|
|
|
|
Operating income2
|
|
$
|
0.91
|
|
|
$
|
0.04
|
|
1.
Effective January 1, 2009, the Company adopted FASB
Accounting Standards Codification ASC 260-10.
Upon
retrospective adoption of ASC 260-10, Assured Guaranty decreased
previously reported diluted net loss per share by $0.02 for Q4 2008.
Operating income, a non-GAAP financial measure, for both periods
is positive, therefore the per diluted share calculation ignores the
effect of ASC 260-10 and includes the effect of dilutive securities.
2.
Total may not add due to differences in calculating GAAP
and non-GAAP per diluted share amounts.
Fourth Quarter 2009 Income Statement Highlights:
The Company’s consolidated fourth quarter 2009 total revenues included
in operating income grew 271% over fourth quarter 2008 to $457.2
million, reflecting the FSAH Acquisition and the resulting increase in
the Company’s net earned premiums and investment income. Table 5
provides an analysis of fourth quarter 2009 revenues versus fourth
quarter 2008.
|
|
|
Table 5: Analysis of Revenues
|
|
($ in millions)
|
|
4Q-09
|
|
4Q-08
|
|
% Change
|
|
|
Revenues
|
|
|
|
|
|
|
|
Net earned premiums1
|
|
$
|
373.4
|
|
|
$
|
77.4
|
|
|
382
|
%
|
|
Net investment income
|
|
|
87.6
|
|
|
|
42.3
|
|
|
107
|
%
|
|
Realized gains on credit derivatives2
|
|
|
55.4
|
|
|
|
28.2
|
|
|
96
|
%
|
|
Incurred losses on credit derivatives
|
|
|
(60.2
|
)
|
|
|
(24.8
|
)
|
|
143
|
%
|
|
Other income
|
|
|
1.0
|
|
|
|
0.2
|
|
|
NM
|
|
|
Total revenues included in operating income3
|
|
$
|
457.2
|
|
|
$
|
123.3
|
|
|
271
|
%
|
|
|
|
1. The Company adopted ASC 944-20, "Financial Services - Insurance”
effective January 1, 2009.
|
|
2. Includes revenue earned on credit derivatives.
|
|
3. Revenues included in operating income. See "Explanation of
Non-GAAP Financial Measures” section of this press release.
|
|
NM = Not meaningful
|
Fourth quarter 2009 net earned premiums totaled $373.4 million, a 382%
or $296.0 million increase from $77.4 million the prior year period due
to the FSAH Acquisition and increased net earned premiums from
refundings. Net earned premiums from refundings were $46.1 million
before tax ($26.0 million after tax or $0.15 per diluted share) in
fourth quarter 2009 compared to $25.8 million before tax ($15.3 million
after tax or $0.17 per diluted share) in fourth quarter 2008.
Assured Guaranty’s fourth quarter 2009 net investment income rose to
$87.6 million, an increase of 107% compared to $42.3 million in fourth
quarter 2008, as a result of a higher amount of invested assets,
partially offset by lower pre-tax book yields. The Company’s total
investment portfolio was $10.8 billion at December 31, 2009, a $7.2
billion increase from $3.6 billion at December 31, 2008 that resulted
from the FSAH Acquisition, operating cash flow and the December 2009
common share offering.
The pre-tax book yield on the portfolio was 3.5% for fourth quarter
2009, down from 4.6% in fourth quarter 2008, due to the increased
proportion of municipal securities in the portfolio resulting from the
FSAH Acquisition and a high proportion of short-term investments.
Municipal securities were 55% of the fixed maturity portfolio at
December 31, 2009 as compared to 39% at December 31, 2008. The Company
had approximately $1.7 billion of short-term investments at December 31,
2009 (0.13% pre-tax book yield) versus $0.5 billion at December 31, 2008
(1.0% pre-tax book yield) due to the December 2009 common share offering
as well as the FSAH Acquisition.
Fourth quarter 2009 realized gains on credit derivatives increased 96%
to $55.4 million from $28.2 million for fourth quarter 2008. As of
December 31, 2009, the Company had $122.4 billion of credit derivative
contracts outstanding up from $75.1 billion at December 31, 2008 due to
the FSAH Acquisition.
The Company incurred $60.2 million in credit-related losses on credit
derivatives in fourth quarter 2009, a substantial increase from $24.8
million in fourth quarter 2008. Trust preferred securities ("TruPS”)
accounted for approximately 54% of the fourth quarter 2009 incurred
losses on credit derivatives while approximately 40% was incurred on
U.S. residential mortgage-backed securities ("RMBS”). TruPS continued to
experience adverse development due to defaults by banks and real estate
investment trusts. U.S. RMBS exposures continue to experience high
delinquency rates, leading Assured Guaranty’s management to extend by
three months the conditional default rate curve used for modeling
projected losses on RMBS exposures. Fourth quarter 2009 credit-related
incurred losses on credit derivatives decreased from third quarter 2009,
in which the Company incurred $142.2 million of credit-related losses on
credit derivatives, largely for U.S. RMBS.
The Company’s total expenses rose 76% to $228.7 million in fourth
quarter 2009 from $129.9 million in fourth quarter 2008. The Company
incurred higher loss and loss adjustment, other operating and interest
expenses in fourth quarter 2009 compared to fourth quarter 2008. Table 6
below provides a further quarter expense analysis for 2009 and 2008.
|
Table 6: Expense Analysis
|
|
($ in millions)
|
|
Expenses
|
|
4Q-09
|
|
4Q-08
|
|
% Change
|
|
|
Loss and loss adjustment expenses 1
|
|
$
|
126.7
|
|
$
|
90.0
|
|
41
|
%
|
|
Amortization of deferred acquisition costs 1
|
|
|
12.6
|
|
|
18.2
|
|
(31
|
)%
|
|
Other operating expenses
|
|
|
52.0
|
|
|
15.9
|
|
227
|
%
|
|
FSAH acquisition-related expenses
|
|
|
12.1
|
|
|
-
|
|
NM
|
|
|
Interest expense
|
|
|
25.3
|
|
|
5.8
|
|
336
|
%
|
|
Total expenses
|
|
$
|
228.7
|
|
$
|
129.9
|
|
76
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
The Company adopted ASC 944-20 effective January 1,
2009.
|
|
NM = Not meaningful
|
Fourth quarter 2009 loss and loss adjustment expenses ("LAE”) were
$126.7 million, a 41% increase from $90.0 million in fourth quarter
2008. Fourth quarter 2009 LAE associated with U.S. RMBS exposures
totaled $89.6 million, or 71%, but also included credit deterioration on
a few public and non-mortgage structured finance transactions. The
RMBS-related reserves resulted primarily from adverse development in the
first lien sectors, mainly related to rising mortgage delinquencies,
defaults and foreclosures, which led Assured Guaranty's management to
extend by three months the conditional default rate curve used for
modeling projected losses on RMBS exposures.
Amortization of deferred acquisition costs, which reflects the
amortization of ceding commissions paid and received and also of
operating expenses that were deferred previously and were related to the
acquisition of new business, was $12.6 million, down 31% from
$18.2 million in fourth quarter 2008. This decrease is primarily due to
the elimination of deferred acquisition costs related to policies
Assured Guaranty Re Ltd., the Company’s Bermuda-based reinsurer, assumed
from Assured Guaranty Municipal Corp.
Other operating expenses, which are principally for employee-related
expenses, were $52.0 million in fourth quarter 2009 as compared to $15.9
million in fourth quarter 2008, principally due to the FSAH Acquisition
and the resulting increase in employee headcount. Other operating
expenses do not include FSAH acquisition-related expenses, which totaled
$12.1 million ($8.2 million after tax or $0.05 per diluted share) in
fourth quarter 2009, down from $51.3 million in third quarter 2009. The
Company did not incur any FSAH acquisition-related expenses in fourth
quarter 2008. Additional FSAH Acquisition-related expenses, but at a
reduced level from fourth quarter 2009, are expected in the first half
of 2010 as the Company completes the FSAH Acquisition integration.
Interest expense was $25.3 million in fourth quarter 2009 compared to
$5.8 million in fourth quarter 2008, due to the increase in the
Company’s outstanding debt as a result of the FSAH Acquisition.
Assured Guaranty recorded a $72.6 million provision for operating income
taxes in fourth quarter 2009 versus a $10.1 million benefit for income
taxes in fourth quarter 2008. The increase in fourth quarter tax
expenses and the average tax rate was principally due to higher amounts
of U.S. net earned premiums and investment income due to the FSAH
Acquisition.
Loss and Loss Adjustment Expense Reserves and RMBS Loss Mitigation
Update:
As of December 31, 2009, the Company’s loss and LAE reserves and
credit-impairment related incurred losses on credit derivatives totaled
$718.7 million gross of reinsurance recoverables. The Company also had
losses expected to be incurred included in its unearned premium reserve
("UPR") that will be expensed in the future of $1,278.8 million, largely
associated with U.S. RMBS exposures. U.S. RMBS loss reserves and losses
expected to be incurred included in the UPR are largely for the
Company's below investment grade ("BIG") U.S. RMBS exposures. Please see
Table 7 for a summary of the Company's fourth quarter 2009 incurred and
paid losses and December 31, 2009 loss and LAE reserves and losses
expected to be incurred that are included in the UPR.
Assured Guaranty paid losses and LAE on financial guaranty and credit
derivative transactions totaling $183.9 million and $675.2 million for
fourth quarter 2009 and full year 2009, respectively. Paid losses in
both periods were largely related to BIG U.S. RMBS exposures.
The Company continues to pursue loss mitigation strategies for its U.S.
RMBS exposures including pursuit of all contractual rights under its
transactions such as repurchases of mortgage loans due to breaches of
representations and warranties ("R&W”). December 31, 2009 loss and LAE
reserves incurred losses on credit derivatives and losses expected to be
incurred included in the UPR have an estimated benefit of $1,210.7
million for R&W claims, up $95.6 million from $1,115.1 million at
September 30, 2009. Since October 1, 2008 and through December 31, 2009,
the Company has reached agreements for $173.6 million in mortgages to be
purchased due to R&W claims, including $43.8 million in fourth quarter
2009.
|
Table 7: Incurred Losses, Paid Losses and Total Expected Losses
|
|
as of December 31, 2009
|
|
($ in millions)
|
|
|
|
Financial Guaranty Insurance
Contracts and Credit Derivatives
|
|
Total Net Par
Outstanding for
BIG Transactions
|
|
4Q-09
Incurred Losses
|
|
4Q-09
Paid Losses
|
|
Loss and LAE
Reserves
|
|
Losses
Expected to
be Incurred
Included in
UPR
|
|
Financial Guaranty Direct and Reinsurance:
|
|
|
|
|
|
|
|
|
|
First lien
|
|
|
|
|
|
|
|
|
|
|
|
Prime first lien
|
|
$
|
614.5
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
$
|
-
|
|
Alt-A first lien
|
|
|
4,622.5
|
|
|
24.1
|
|
|
|
0.5
|
|
|
|
150.6
|
|
|
178.9
|
|
Alt-A option ARMs
|
|
|
3,440.3
|
|
|
46.3
|
|
|
|
0.5
|
|
|
|
184.1
|
|
|
494.7
|
|
Subprime first lien
|
|
|
2,688.4
|
|
|
3.1
|
|
|
|
2.3
|
|
|
|
87.8
|
|
|
56.9
|
|
Total first lien
|
|
|
11,365.7
|
|
|
73.5
|
|
|
|
3.3
|
|
|
|
422.5
|
|
|
730.5
|
|
Second lien
|
|
|
|
|
|
|
|
|
|
|
|
Prime closed end seconds
|
|
|
1,260.0
|
|
|
(12.1
|
)
|
|
|
23.8
|
|
|
|
66.5
|
|
|
218.5
|
|
Prime HELOC
|
|
|
4,498.4
|
|
|
52.0
|
|
|
|
164.9
|
|
|
|
23.5
|
|
|
227.3
|
|
Total second lien
|
|
|
5,758.4
|
|
|
39.9
|
|
|
|
188.7
|
|
|
|
90.0
|
|
|
445.8
|
|
Total U.S. RMBS
|
|
|
17,124.1
|
|
|
113.4
|
|
|
|
192.0
|
|
|
|
512.5
|
|
|
1,176.3
|
|
Other structured finance
|
|
|
4,271.9
|
|
|
48.4
|
|
|
|
(10.7
|
)
|
|
|
136.9
|
|
|
34.9
|
|
Public finance
|
|
|
3,770.2
|
|
|
25.1
|
|
|
|
2.6
|
|
|
|
69.3
|
|
|
67.6
|
|
Total Financial Guaranty Direct and Reinsurance
|
|
$
|
25,166.2
|
|
$
|
186.9
|
|
|
$
|
183.9
|
|
|
$
|
718.7
|
|
$
|
1,278.8
|
Conference Call and Webcast Information: The Company will host a
conference call for investors and analysts on Friday, February 26, 2010
at 8:30 a.m. Eastern Time (9:30 a.m. Atlantic Time). The conference call
will be available via live and archived webcast in the Investor
Information section of the Company’s website at http://www.assuredguaranty.com
or by dialing 866-203-2528 (in the U.S.) or 617-213-8847
(International), passcode 13314791. A replay of the call will be
available through March 26, 2010 by dialing 888-286-8010 (in the U.S.)
or 617-801-6888 (International), passcode 30491470.
Please refer to Assured Guaranty’s December 31, 2009 Financial
Supplement, which is posted on the Company’s website at http://www.assuredguaranty.com/investor/ltd/financial.aspx
for more information on the Company’s individual segment performance,
financial guaranty portfolios, investment portfolio and other items. The
Company has also posted on its website Assured Guaranty’s Financial
Guaranty Direct Segment’s U.S. and International Structured Finance
Transaction List and New Issue U.S. Public Finance List, both as of
December 31, 2009.
Assured Guaranty Ltd. is a publicly-traded (NYSE:AGO) Bermuda-based
holding company. Its operating subsidiaries provide credit enhancement
products to the U.S. and international public finance, infrastructure
and structured finance markets. More information on Assured Guaranty
Ltd. and its subsidiaries can be found at www.assuredguaranty.com.
|
Assured Guaranty Ltd.
|
|
Consolidated Income Statements
|
|
($ in millions)
|
|
|
|
Quarter Ended
|
|
|
|
December 31,
|
|
|
|
|
2009
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
Net earned premiums 1
|
|
$
|
373.4
|
|
|
$
|
77.4
|
|
|
Net investment income
|
|
|
87.6
|
|
|
|
42.3
|
|
|
Realized gains on credit derivatives 2
|
|
|
55.4
|
|
|
|
28.2
|
|
|
Incurred losses on credit derivatives
|
|
|
(60.2
|
)
|
|
|
(24.8
|
)
|
|
Other income
|
|
|
1.0
|
|
|
|
0.2
|
|
|
Total revenues
|
|
|
457.2
|
|
|
|
123.3
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
Loss and loss adjustment expenses 1
|
|
|
126.7
|
|
|
|
90.0
|
|
|
Amortization of deferred acquisition costs 1
|
|
|
12.6
|
|
|
|
18.2
|
|
|
Other operating expenses
|
|
|
52.0
|
|
|
|
15.9
|
|
|
FSAH acquisition-related expenses
|
|
|
12.1
|
|
|
|
-
|
|
|
Interest expense
|
|
|
25.3
|
|
|
|
5.8
|
|
|
Total expenses
|
|
|
228.7
|
|
|
|
129.9
|
|
|
|
|
|
|
|
|
Operating income before provision (benefit) for income taxes
|
|
|
228.5
|
|
|
|
(6.6
|
)
|
|
|
|
|
|
|
|
Total provision (benefit) for income taxes
|
|
|
72.6
|
|
|
|
(10.1
|
)
|
|
|
|
|
|
|
|
Operating income
|
|
|
155.9
|
|
|
|
3.5
|
|
|
|
|
|
|
|
|
Plus: Realized gains (losses) on investments, after tax
|
|
|
(4.0
|
)
|
|
|
(46.8
|
)
|
|
Plus: Non-credit impairments unrealized gains (losses) on credit
derivatives, after tax
|
|
|
83.6
|
|
|
|
(212.5
|
)
|
|
Plus: Unrealized gains (losses) on committed capital securities,
after tax
|
|
|
(18.8
|
)
|
|
|
12.0
|
|
|
Net (loss) income of Assured Guaranty Ltd. and subsidiaries
|
|
$
|
216.7
|
|
|
$
|
(243.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
1. The company adopted ASC 944-20 effective January 1, 2009.
|
|
2. Includes revenue earned on credit derivatives.
|
|
|
|
Assured Guaranty Ltd.
|
|
Consolidated Balance Sheets *
|
|
($ in millions)
|
|
|
|
As of :
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Investment portfolio, available for sale:
|
|
|
|
|
|
Fixed maturity securities, at fair value
|
|
$
|
9,139.9
|
|
|
$
|
3,154.1
|
|
Short-term investments, at cost which approximates fair value
|
|
|
1,668.3
|
|
|
|
477.2
|
|
Total investments
|
|
|
10,808.2
|
|
|
|
3,631.3
|
|
|
|
|
|
|
|
Assets acquired in refinancing transactions
|
|
|
152.4
|
|
|
|
-
|
|
Cash
|
|
|
44.1
|
|
|
|
12.3
|
|
Premiums receivable, net of ceding commissions payable1
|
|
|
1,418.2
|
|
|
|
15.7
|
|
Ceded unearned premium reserve 1
|
|
|
1,052.0
|
|
|
|
18.9
|
|
Deferred acquisition costs 1
|
|
|
242.0
|
|
|
|
288.6
|
|
Reinsurance recoverable on unpaid losses 1
|
|
|
14.1
|
|
|
|
0.2
|
|
Credit derivative assets
|
|
|
492.5
|
|
|
|
147.0
|
|
Committed capital securities, at fair value
|
|
|
9.5
|
|
|
|
51.1
|
|
Deferred tax asset, net 1
|
|
|
1,158.2
|
|
|
|
129.1
|
|
Goodwill
|
|
|
-
|
|
|
|
85.4
|
|
Salvage recoverable 1
|
|
|
239.5
|
|
|
|
80.2
|
|
Financial guaranty variable interest entities' assets
|
|
|
762.3
|
|
|
|
-
|
|
Other assets
|
|
|
200.4
|
|
|
|
95.9
|
|
Total assets
|
|
$
|
16,593.4
|
|
|
$
|
4,555.7
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Unearned premium reserves 1
|
|
$
|
8,219.4
|
|
|
$
|
1,233.7
|
|
Loss and loss adjustment expense reserve 1
|
|
|
289.5
|
|
|
|
196.8
|
|
Long-term debt
|
|
|
917.4
|
|
|
|
347.2
|
|
Note payable to related party
|
|
|
149.1
|
|
|
|
-
|
|
Credit derivative liabilities
|
|
|
2,034.6
|
|
|
|
733.8
|
|
Reinsurance balances payable, net 1
|
|
|
186.7
|
|
|
|
18.0
|
|
Financial guaranty variable interest entities' liabilities
|
|
|
762.7
|
|
|
|
-
|
|
Other liabilities
|
|
|
513.9
|
|
|
|
100.0
|
|
Total liabilities
|
|
|
13,073.3
|
|
|
|
2,629.5
|
|
|
|
|
|
|
|
Shareholders' equity
|
|
|
|
|
|
Common stock
|
|
|
1.8
|
|
|
|
0.9
|
|
Additional paid-in capital
|
|
|
2,585.0
|
|
|
|
1,284.4
|
|
Retained earnings 1,2
|
|
|
789.9
|
|
|
|
638.1
|
|
Accumulated other comprehensive income 2
|
|
|
141.8
|
|
|
|
2.9
|
|
Deferred equity compensation
|
|
|
2.0
|
|
|
|
-
|
|
Total shareholders' equity of Assured Guaranty Ltd.
|
|
|
3,520.5
|
|
|
|
1,926.2
|
|
Noncontrolling interest in consolidated VIEs
|
|
|
(0.4
|
)
|
|
|
-
|
|
Total shareholders' equity
|
|
|
3,520.1
|
|
|
|
1,926.2
|
|
Total liabilities and shareholders' equity
|
|
$
|
16,593.4
|
|
|
$
|
4,555.7
|
|
|
|
|
|
1. The Company adopted ASC 944-20 effective January 1, 2009.
|
|
2. The Company adopted ASC 320-10-65-1, "Investments—Debt and Equity
Securities” (FSP No. FAS 115-2 and FAS 124-2, "Recognition and
Presentation of Other-Than-Temporary Impairments”) effective April
1, 2009. The adoption of this accounting standard increased retained
earnings and decreased accumulated other comprehensive income (loss)
by $57.7 million.
|
|
|
|
* Some amounts may not add due to rounding.
|
Explanation of Non-GAAP Financial Measures:
This press release references financial measures that are not financial
measures that are in accordance with U.S. generally accepted accounting
principles ("non-GAAP financial measures”) which management uses in
order to assist analysts and investors in evaluating Assured Guaranty
Ltd.’s financial results. These non-GAAP financial measures are defined
below. In each case, the most directly comparable GAAP financial
measure, if available, is presented and a reconciliation of the non-GAAP
financial measure and GAAP financial measure is provided. This
presentation is consistent with how Assured Guaranty’s management,
analysts and investors evaluate Assured Guaranty Ltd.’s financial
results and is comparable to estimates published by analysts in their
research reports on Assured Guaranty Ltd. The following
paragraphs define each non-GAAP financial measure presented in this
press release and describe why they are useful for investors.
Operating Income: Operating income is a non-GAAP financial
measure defined as net income (loss) attributable to Assured Guaranty
Ltd. (which excludes noncontrolling interest in consolidated variable
interest entities) adjusted for the following:
1) Elimination of the after-tax realized gains (losses) on investments;
2) Elimination of the after-tax non-credit impairment fair value gains
(losses) on credit derivatives accounted for as derivatives, which is
the amount in excess of the present value of the expected estimated
economic credit losses;
3) Elimination of the after-tax fair value gains (losses) on the
Company’s committed capital; and
4) Elimination of goodwill and settlement of pre-existing relationships.
Management believes that operating income is a useful measure for
management, investors and analysts because the presentation of operating
income clarifies the understanding of the Company’s results of
operations by highlighting the underlying profitability of its business.
Realized gains and losses on investments are excluded from operating
income because the timing and amount of realized gains and losses are
not directly related to the Company's insurance business. Non-credit
impairment unrealized gains and losses on credit derivatives and
unrealized gains and losses on the Company’s committed capital
securities are excluded from operating income because these gains and
losses do not result in an economic gain or loss and are heavily
affected by, and flunctuate, in part, according to changes in market
interest rates, credit spreads and other factors. This measure should
not be viewed as a substitute for net income (loss) determined in
accordance with GAAP.
Operating Shareholders’ Equity: Operating shareholders’ equity is
a non-GAAP financial measure calculated as shareholders’ equity
attributable to Assured Guaranty Ltd. (which excludes noncontrolling
interest in consolidated variable interest entities) reported under
accounting principles generally accepted in the United States of America
(GAAP), adjusted for the following fair value adjustments deemed to be
unrelated to credit impairment. The specific adjustments are:
1) Elimination of the after-tax non-credit impairment unrealized gains
(losses) on credit derivatives which are unrealized gains (losses) other
than the present value of estimated economic credit losses;
2) Elimination of the after-tax unrealized gains (losses) on the
Company’s committed capital securities; and
3) Elimination of the after-tax unrealized gains (losses) on investment
portfolios, recorded as a component of accumulated comprehensive income,
excluding foreign exchange revaluation.
Management believes that operating shareholders’ equity is a useful
measure for management, investors and analysts because the presentation
of this measure clarifies the understanding of the Company’s results of
operations by highlighting the underlying profitability of its business.
Non-credit impairment unrealized gains and losses on credit derivatives,
unrealized gains and losses on the Company’s committed capital
securities and unrealized gains (losses) on the investment portfolio
recorded in accumulated comprehensive income are excluded from operating
shareholders' equity because these gains and losses do not result in an
economic gain or loss and are heavily affected by, and fluctuate, in
part, according to changes in market interest rates, credit spreads and
other factors unrelated to the company. This measure should not be
viewed as a substitute for shareholders' equity determined in accordance
with GAAP.
Adjusted Book Value: Adjusted book value is calculated as
shareholders’ equity attributable to Assured Guaranty Ltd. (which
excludes noncontrolling interest in consolidated entities) adjusted for
the following:
1) Elimination of the after-tax non-credit impairment fair value gains
(losses) on credit derivatives accounted for as derivatives, which is
the amount in excess of the present value of the expected estimated
economic credit losses;
2) Elimination of the after-tax fair value gains (losses) on the
Company’s committed capital securities;
3) Elimination of the after-tax unrealized gains (losses) on investment
portfolios, recorded as a component of accumulated comprehensive income,
excluding foreign exchange revaluation;
4) Elimination of after-tax deferred acquisition costs;
5) Addition of the after-tax net present value of expected estimated
future revenue on credit derivatives in force, less ceding commissions
and premium taxes in excess of expected losses, discounted at the tax
equivalent yield on the investment portfolio for periods beginning in
2010 and 6% for periods prior to 2010 and the addition of the after-tax
value of net unearned revenue on credit derivatives;
6) Addition of the after-tax value of the net unearned premium reserve
on financial guaranty contracts in excess of net expected loss.
Management believes that adjusted book value is a useful measure for
management, equity analysts and investors because the calculation of
adjusted book value permits an evaluation of the net present value of
the Company’s in force premiums and shareholders’ equity. The premiums
included in adjusted book value will be earned in future periods, but
may differ materially from the estimated amounts used in determining
current adjusted book value due to changes in market interest rates,
foreign exchange rates, refinancing or refunding activity, prepayment
speeds, policy changes or terminations, credit defaults and other
factors. This measure should not be viewed as a substitute for
shareholders’ equity attributable to Assured Guaranty Ltd. determined in
accordance with GAAP.
Net present value of estimated future revenue on credit derivatives
in force: Net present value of estimated installment premiums on
credit derivatives in force is a non-GAAP financial measure defined as
the present value of estimated future revenue from our credit derivative
in-force books of business, net of reinsurance and discounted at 6% for
December 31, 2009 and 6% for December 31, 2008. Management believes that
net present value of estimated future revenue in force is a useful
measure for management, investors and analysts because it permits an
evaluation of the value of future estimated credit derivative revenue.
Estimated future premiums may change from period to period due to
changes in par outstanding, maturity, or other factors that management
cannot control or predict that result from market interest rates,
foreign exchange rates, refinancing or refunding activity, prepayment
speeds, policy changes or terminations, credit defaults, or other
factors. There is no comparable GAAP financial measure.
PVP or present value of new business production: PVP is a
non-GAAP financial measure defined as gross upfront and installment
premiums received and the present value of gross estimated future
installment premiums, on insurance and credit derivative contracts
written in the current period, discounted at 6% for December 31, 2009
and 6% for December 31, 2008. Management believes that PVP is a useful
measure for management, investors and analysts because it permits the
evaluation of the value of new business production for Assured Guaranty
by taking into account the value of estimated future installment
premiums on all new contracts underwritten in a reporting period,
whether in insurance or credit derivative contract form, which GAAP
gross premiums written and net credit derivative premiums received and
receivable portion of net realized gains and other settlement on credit
derivatives ("Credit Derivative Revenues”) do not adequately measure.
For purposes of the PVP calculation, management discounts estimated
future installment premiums on insurance contracts at the approximate
taxable equivalent yield per year on the Company’s general investment
portfolio, while under ASC 944-20, "Financial Services – Insurance,"
these amounts are discounted at a risk free rate. Additionally, under
ASC 944-20 management records future installment premiums on financial
guaranty insurance contracts covering non-homogeneous pools of assets
based on the contractual term of the transaction, whereas for PVP
purposes, management records an estimate of the future installment
premiums the Company expects to receive, which may be a shorter period
of time than the contractual term of the transaction. Actual future net
earned or written premiums and Credit Derivative Revenues may differ
from PVP due to factors including, but not limited to, prepayments,
amortizations, refundings, contract terminations or defaults that may or
may not result from changes in market interest rates, foreign exchange
rates, refinancing or refundings, prepayment speeds, policy changes or
terminations, credit defaults or other factors that management cannot
control or predict. PVP should not be viewed as a substitute for gross
written premiums determined in accordance with GAAP.
Cautionary Statement Regarding Forward-Looking Statements:
Any forward-looking statements made in this press release reflect the
Company’s current views with respect to future events and financial
performance and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such statements
involve risks and uncertainties that may cause actual results to differ
materially from those set forth in these statements. For example,
Assured Guaranty’s forward-looking statements regarding financial
strength and growth opportunities and its calculations of adjusted book
value, PVP, net present value of estimated future installment premiums
in force and total estimated net future premium earnings could be
affected by a rating agency action, such as a ratings downgrade,
developments in the world's financial and capital markets, changes in
the world’s credit markets, more severe or frequent losses affecting the
adequacy of Assured Guaranty’s loss reserve, the impact of market
volatility on the mark-to-market of our contracts written in credit
default swap form, reduction in the amount of reinsurance portfolio
opportunities available to the Company, decreased demand or increased
competition, changes in accounting policies or practices, changes in
laws or regulations, other governmental actions, difficulties with the
execution of Assured Guaranty’s business strategy, contract
cancellations, Assured Guaranty’s dependence on customers, loss of key
personnel, adverse technological developments, the effects of mergers,
acquisitions and divestitures, natural or man-made catastrophes, other
risks and uncertainties that have not been identified at this time,
management's response to these factors, and other risk factors
identified in Assured Guaranty’s filings with the Securities and
Exchange Commission. Readers are cautioned not to place undue reliance
on these forward-looking statements that are made as of February 25,
2010. Assured Guaranty undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
