UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



ý		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~March 31,~~June 30, 2014



o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition Period from to

Commission File No. 001-32141

ASSURED GUARANTY LTD.

(Exact name of registrant as specified in its charter)



Bermuda		98-0429991
(State or other jurisdiction		(I.R.S. employer
of incorporation)		identification no.)

30 Woodbourne Avenue

Hamilton HM 08

Bermuda

(Address of principal executive offices)

(441) 279-5700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of registrant’s Common Shares ($0.01 par value) outstanding as of ~~May 7,~~August 1, 2014 was ~~179,629,028~~169,208,597 (includes 47,747 unvested restricted shares).

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ASSURED GUARANTY LTD.

INDEX TO FORM 10-Q



		Page
PART I	Financial Information	1
Item 1.	Financial Statements:	1
	Consolidated Balance Sheets (unaudited) as of ~~March 31,~~June 30, 2014 and December 31, 2013	1
	Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended ~~March 31,~~June 30, 2014 and 2013	2
	Consolidated Statements of Comprehensive Income (unaudited) for the Three and Six Months Ended ~~March 31,~~June 30, 2014 and 2013	3
	Consolidated Statement of Shareholders’ Equity (unaudited) for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2014	4
	Consolidated Statements of Cash Flows (unaudited) for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2014 and 2013	5
	Notes to Consolidated Financial Statements (unaudited)	6
	1. Business and Basis of Presentation	6
	2. Rating Actions and ~~Quarterly~~Other Developments	7
	3. Outstanding Exposure	78
	4. Financial Guaranty Insurance Premiums	1416
	5. Expected Loss to be Paid	1719
	6. Financial Guaranty Insurance Losses	3644
	7. Fair Value Measurement	4250
	8. Financial Guaranty Contracts Accounted for as Credit Derivatives	5767
	9. Consolidated Variable Interest Entities	6373
	10. Investments and Cash	6676
	11. Insurance Company Regulatory Requirements	7182
	12. Income Taxes	7284
	13. Reinsurance and Other Monoline Exposures	7486
	14. Commitments and Contingencies	7890
	15. Long Term Debt and Credit Facilities	8294
	16. Earnings Per Share	8597
	17. Shareholders' Equity	8698
	18. Subsidiary Information	88102
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	93110
	Forward Looking Statements	93110
	Available Information	95111
	Executive Summary	95111
	Results of Operations	~~101~~117
	Non-GAAP Financial Measures	~~114~~132
	Insured Portfolio	~~117~~136
	Liquidity and Capital Resources	~~129~~151
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	~~142~~164
Item 4.	Controls and Procedures	~~142~~164
PART II	Other Information	~~142~~164
Item 1.	Legal Proceedings	~~142~~164
Item 1A.	Risk Factors	~~142~~164
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~142~~164
Item 6.	Exhibits	~~143~~165

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PART I.	FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

Assured Guaranty Ltd.

Consolidated Balance Sheets (unaudited)

(dollars in millions except per share and share amounts)


	As of March 31, 2014		As of December 31, 2013		As of June 30, 2014		As of December 31, 2013
Assets
Investment portfolio:
Fixed-maturity securities, available-for-sale, at fair value (amortized cost of $9,729 and $9,488)	$	10,094	$	9,711
Fixed-maturity securities, available-for-sale, at fair value (amortized cost of $10,078 and $9,488)					$	10,530	$	9,711
Short-term investments, at fair value	720		904		979		904
Other invested assets	134		170		126		170
Total investment portfolio	10,948		10,785		11,635		10,785
Cash	219		184		106		184
Premiums receivable, net of commissions payable	863		876		849		876
Ceded unearned premium reserve	454		452		440		452
Deferred acquisition costs	122		124		122		124
Reinsurance recoverable on unpaid losses	37		36		59		36
Salvage and subrogation recoverable	241		174		273		174
Credit derivative assets	78		94		80		94
Deferred tax asset, net	637		688		571		688
Financial guaranty variable interest entities’ assets, at fair value	1,257		2,565		1,284		2,565
Other assets	250		309		271		309
Total assets	$	15,106	$	16,287	$	15,690	$	16,287
Liabilities and shareholders’ equity
Unearned premium reserve	$	4,504	$	4,595	$	4,391	$	4,595
Loss and loss adjustment expense reserve	636		592		775		592
Reinsurance balances payable, net	165		148		178		148
Long-term debt	812		816		1,311		816
Credit derivative liabilities	2,001		1,787		1,917		1,787
Current income tax payable	26		44		12		44
Financial guaranty variable interest entities’ liabilities with recourse, at fair value	1,346		1,790		1,366		1,790
Financial guaranty variable interest entities’ liabilities without recourse, at fair value	101		1,081		124		1,081
Other liabilities	306		319		374		319
Total liabilities	9,897		11,172		10,448		11,172
Commitments and contingencies (See Note 14)
Common stock ($0.01 par value, 500,000,000 shares authorized; 181,158,708 and 182,177,866 shares issued and outstanding)	2		2
Common stock ($0.01 par value, 500,000,000 shares authorized; 174,155,033 and 182,177,866 shares issued and outstanding)					2		2
Additional paid-in capital	2,434		2,466		2,260		2,466
Retained earnings	2,504		2,482		2,643		2,482
Accumulated other comprehensive income, net of tax of $117 and $71	264		160
Accumulated other comprehensive income, net of tax of $143 and $71					332		160
Deferred equity compensation (320,193 and 320,193 shares)	5		5		5		5
Total shareholders’ equity	5,209		5,115		5,242		5,115
Total liabilities and shareholders’ equity	$	15,106	$	16,287	$	15,690	$	16,287

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

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Assured Guaranty Ltd.

Consolidated Statements of Operations (unaudited)

(dollars in millions except per share amounts)


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013			2014			2013
Revenues
Net earned premiums	$	132		$	248		$	136		$	163		$	268		$	411
Net investment income	103			94			96			93			199			187
Net realized investment gains (losses):
Other-than-temporary impairment losses	(3		)	(1		)	(27		)	(16		)	(30		)	(17		)
Less: portion of other-than-temporary impairment loss recognized in other comprehensive income	2			4			(15		)	(9		)	(13		)	(5		)
Net impairment loss	(5		)	(5		)	(12		)	(7		)	(17		)	(12		)
Other net realized investment gains (losses)	7			33			4			9			11			42
Net realized investment gains (losses)	2			28			(8		)	2			(6		)	30
Net change in fair value of credit derivatives:
Realized gains (losses) and other settlements	19			18			15			(86		)	34			(68		)
Net unrealized gains (losses)	(230		)	(610		)	88			160			(142		)	(450		)
Net change in fair value of credit derivatives	(211		)	(592		)	103			74			(108		)	(518		)
Fair value gains (losses) on committed capital securities	(9		)	(10		)	(6		)	(3		)	(15		)	(13		)
Fair value gains (losses) on financial guaranty variable interest entities	157			70			25			143			182			213
Other income (loss)	21			(14		)	7			(7		)	28			(21		)
Total revenues	195			(176		)	353			465			548			289
Expenses
Loss and loss adjustment expenses	41			(48		)	57			62			98			14
Amortization of deferred acquisition costs	5			3			3			1			8			4
Interest expense	20			21			20			21			40			42
Other operating expenses	60			60			55			52			115			112
Total expenses	126			36			135			136			261			172
Income (loss) before income taxes	69			(212		)	218			329			287			117
Provision (benefit) for income taxes
Current	21			55			18			3			39			58
Deferred	6			(123		)	41			107			47			(16		)
Total provision (benefit) for income taxes	27			(68		)	59			110			86			42
Net income (loss)	$	42		$	(144	)	$	159		$	219		$	201		$	75

Earnings per share:
Basic	$	0.23		$	(0.74	)	$	0.89		$	1.17		$	1.12		$	0.39
Diluted	$	0.23		$	(0.74	)	$	0.89		$	1.16		$	1.11		$	0.39
Dividends per share	$	0.11		$	0.10		$	0.11		$	0.10		$	0.22		$	0.20

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

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Assured Guaranty Ltd.

Consolidated Statements of Comprehensive Income (unaudited)

(in millions)


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013			2014			2013
Net income (loss)	$	42		$	(144	)	$	159		$	219		$	201		$	75
Unrealized holding gains (losses) arising during the period on:
Investments with no other-than-temporary impairment, net of tax provision (benefit) of $41 and $(19)	94			(50		)
Investments with other-than-temporary impairment, net of tax provision (benefit) of $3 and $(8)	8			(16		)
Investments with no other-than-temporary impairment, net of tax provision (benefit) of $29, $(79), $70 and $(98)							75			(219		)	169			(269		)
Investments with other-than-temporary impairment, net of tax provision (benefit) of $(8), $(7), $(5) and $(15)							(17		)	(16		)	(9		)	(32		)
Unrealized holding gains (losses) arising during the period, net of tax	102			(66		)	58			(235		)	160			(301		)
Less: reclassification adjustment for gains (losses) included in net income (loss), net of tax provision (benefit) of $(1) and $(2)	(2		)	(3		)
Less: reclassification adjustment for gains (losses) included in net income (loss), net of tax provision (benefit) of $(3), $0, $(4) and $(2)							(7		)	2			(9		)	(1		)
Change in net unrealized gains on investments	104			(63		)	65			(237		)	169			(300		)
Other, net of tax provision	0			(5		)	3			(1		)	3			(6		)
Other comprehensive income (loss)	$	104		$	(68	)	$	68		$	(238	)	$	172		$	(306	)
Comprehensive income (loss)	$	146		$	(212	)	$	227		$	(19	)	$	373		$	(231	)

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

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Assured Guaranty Ltd.

Consolidated Statement of Shareholders’ Equity (unaudited)

For the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2014

(dollars in millions, except share data)


	Common Shares Outstanding		Common Stock Par Value		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income		Deferred Equity Compensation		Total Shareholders’ Equity			Common Shares Outstanding		Common Stock Par Value		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income		Deferred Equity Compensation		Total Shareholders’ Equity
Balance at December 31, 2013	182,177,866		$	2	$	2,466		$	2,482		$	160	$	5	$	5,115		182,177,866		$	2	$	2,466		$	2,482		$	160	$	5	$	5,115
Net income	—		—		—			42			—		—		42			—		—		—			201			—		—		201
Dividends ($0.11 per share)	—		—		—			(20		)	—		—		(20		)
Dividends ($0.22 per share)																		—		—		—			(40		)	—		—		(40		)
Common stock repurchases	(1,350,443	)	0		(35		)	—			—		—		(35		)	(8,402,285	)	0		(212		)	—			—		—		(212		)
Share-based compensation and other	331,285		0		3			—			—		—		3			379,452		0		6			—			—		—		6
Other comprehensive income	—		—		—			—			104		—		104			—		—		—			—			172		—		172
Balance at March 31, 2014	181,158,708		$	2	$	2,434		$	2,504		$	264	$	5	$	5,209
Balance at June 30, 2014																		174,155,033		$	2	$	2,260		$	2,643		$	332	$	5	$	5,242

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

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Assured Guaranty Ltd.

Consolidated Statements of Cash Flows (unaudited)

(in millions)


	Three Months Ended March 31,						Six Months Ended June 30,
	2014			2013			2014			2013
Net cash flows provided by (used in) operating activities	$	101		$	(14	)	$	222		$	122
Investing activities
Fixed-maturity securities:
Purchases	(517		)	(510		)	(1,357		)	(987		)
Sales	155			183			444			632
Maturities	148			283			397			446
Net sales (purchases) of short-term investments	184			88			(51		)	(126		)
Proceeds from paydowns on financial guaranty variable interest entities’ assets	286			138			315			440
Other	19			55			23			67
Net cash flows provided by (used in) investing activities	275			237			(229		)	472
Financing activities
Dividends paid	(20		)	(19		)	(40		)	(38		)
Repurchases of common stock	(35		)	(39		)	(212		)	(244		)
Share activity under option and incentive plans	0			(2		)	1			(1		)
Paydowns of financial guaranty variable interest entities’ liabilities	(281		)	(167		)	(311		)	(289		)
Proceeds from issuance of long-term debt							496			—
Repayment of long-term debt	(6		)	(6		)	(7		)	(13		)
Net cash flows provided by (used in) financing activities	(342		)	(233		)	(73		)	(585		)
Effect of exchange rate changes	1			(3		)	2			(4		)
Increase (decrease) in cash	35			(13		)	(78		)	5
Cash at beginning of period	184			138			184			138
Cash at end of period	$	219		$	125		$	106		$	143
Supplemental cash flow information
Cash paid (received) during the period for:
Income taxes	$	37		$	32		$	68		$	69
Interest	$	8		$	9		$	36		$	38

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

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Assured Guaranty Ltd.

Notes to Consolidated Financial Statements (unaudited)

~~March 31,~~June 30, 2014


1.	Business and Basis of Presentation

Business

Assured Guaranty Ltd. (“AGL” and, together with its subsidiaries, “Assured Guaranty” or the “Company”) is a Bermuda-based holding company that provides, through its operating subsidiaries, credit protection products to the United States (“U.S.”) and international public finance (including infrastructure) and structured finance markets. 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; notes issued to finance international infrastructure projects; and asset-backed securities issued by special purpose entities. The Company markets its financial guaranty insurance directly to issuers and underwriters of public finance and structured finance securities as well as to investors in such obligations. The Company guarantees obligations issued principally in the U.S. and the United Kingdom ("U.K"). The Company also guarantees obligations issued in other countries and regions, including Australia and Western Europe.

In the past, the Company had 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 the beginning of 2009, when regulatory guidelines were issued that limited the terms under which such protection could be sold. The capital and margin requirements applicable under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) also contributed to the Company not entering into such new CDS since 2009. 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,~~June 30, 2014 and cover the three-month period ended ~~March 31,~~June 30, 2014 ("~~First~~Second Quarter 2014") ~~and~~, the three-month period ended ~~March 31,~~June 30, 2013 ("~~First~~Second Quarter 2013"), six-month period ended June 30, 2014 ("Six Months 2014") and the six-month period ended June 30, 2013 ("Six Months 2013"). 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 AGL, 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.~~

These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements included in AGL’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the U.S. Securities and Exchange Commission (the “SEC”).

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The Company's principal insurance company subsidiaries are:

Assured Guaranty Municipal Corp. ("AGM"), domiciled in New York;

Municipal Assurance Corp. ("MAC"), domiciled in New York;

Assured Guaranty Corp. ("AGC"), domiciled in Maryland;

Assured Guaranty (Europe) Ltd. ("AGE"), organized in the United Kingdom; and

Assured Guaranty Re Ltd. (“AG Re”), domiciled in Bermuda.

The Company’s organizational structure includes various holding companies, two of which — Assured Guaranty US Holdings Inc. (“AGUS”) and Assured Guaranty Municipal Holdings Inc. (“AGMH”) — have public debt outstanding. See Note 15, Long Term Debt and Credit Facilities.


2.	Rating Actions and ~~Quarterly~~Other Developments

Rating Actions

On March 18, 2014, Standard & Poor's Ratings Services ("S&P") upgraded the financial strength ratings of all of AGL's insurance subsidiaries to AA (stable outlook) from AA- (stable outlook). The most recent rating action of Moody's Investors Service, Inc. ("Moody's") was on February 10, 2014, when it affirmed the financial strength ratings of AGM, AGC and AG Re, and affirmed the outlooks on AGM's and AGC's ratings at stable but changed the outlook on AG Re's rating to negative. Kroll Bond Rating Agency's most recent action was to assign a financial strength rating of AA+ (stable outlook) to MAC on July 22, 2013. In the last several years, S&P and Moody's have changed, multiple times, their financial strength ratings of the Company's insurance subsidiaries, or changed the outlook on such ratings. There can be no assurance that the rating agencies will not take negative action on the Company’s financial strength ratings in the future.

When a rating agency assigns a public rating to a financial obligation guaranteed by one of AGL’s insurance company subsidiaries, it generally awards that obligation the same rating it has assigned to the financial strength of the AGL subsidiary that provides the guaranty. Investors in products insured by AGL’s insurance company subsidiaries frequently rely on ratings published by ~~nationally recognized statistical~~the rating ~~organizations (“NRSROs”)~~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 high financial strength ratings. However, the methodologies and models used by ~~NRSROs~~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 the Company’s insurance subsidiaries were reduced below current levels, the Company expects it could have adverse effects on the impacted subsidiary's future business opportunities as well as the premiums the impacted subsidiary could charge for its insurance policies.

In the last several years, S&P and Moody's have changed, multiple times, their financial strength ratings of the Company's insurance subsidiaries, or changed the outlook on such ratings.

The most recent rating action of Moody's Investors Service, Inc. ("Moody's") was on July 2, 2014, when it affirmed the ratings of AGL and its subsidiaries, but changed to negative the outlook of the financial strength ratings of AGC and its subsidiary Assured Guaranty (UK) Ltd. ("AGUK").

On July 15, 2014, Moody’s issued a “Request for Comment” on proposed changes to its credit rating methodology for financial guaranty insurance companies. While Moody’s noted that if changes to the credit rating methodology were adopted as proposed, Moody's does not expect to change outstanding ratings that it has assigned, there can be no assurance that the proposed changes will be adopted as proposed or that, even if they are, Moody’s would not change its ratings on AGM, AGC or AG Re.

The most recent rating action of Kroll Bond Rating Agency was on August 4, 2014, when it affirmed MAC's AA+ (stable outlook) financial strength rating.

There can be no assurance that any of the rating agencies will not take negative action on their financial strength ratings of the Company's insurance subsidiaries in the future.

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

Note ~~5, Expected Loss to be Paid~~6, Financial Guaranty Insurance Losses

Note 8, Financial Guaranty Contracts Accounted for as Credit Derivatives

Note 13, Reinsurance and Other Monoline Exposures

Note 15, Long Term Debt and Credit Facilities (regarding the impact on the Company's insured leveraged lease transactions)

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~~Quarterly~~Other Developments

Repurchase of Common Shares: The Company repurchased ~~approximately 1.4~~7.1 million and 8.4 million common shares in ~~First~~Second Quarter ~~2014.~~2014 and Six Months 2014, respectively. See Note 17, Shareholders' Equity, for more information.

~~Reinsurance:~~Issuance of long-term debt: The Company ~~entered into commutation agreements to reassume previously ceded business.~~issued $500 million in long-term debt. See Note ~~13, Reinsurance~~15, Long-Term Debt and ~~Other Monoline Exposures.~~Credit Facilities, for more information.


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 are investment grade at inception, diversifying its insured portfolio and maintaining rigorous subordination or collateralization requirements on structured finance obligations. The Company also has utilized reinsurance by ceding business to third-party

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reinsurers. The Company provides financial guaranties with respect to debt obligations of special purpose entities, including variable interest entities ("VIEs"). Some of these VIEs are consolidated as described in Note 9, Consolidated Variable Interest Entities. ~~The~~Unless otherwise specified, the outstanding par and Debt Service amounts presented ~~below~~in this note include outstanding exposures on VIEs whether or not they are consolidated.

The Company has issued financial guaranty insurance policies on public finance obligations and 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. Structured finance obligations insured by the Company are generally issued by special purpose entities and backed by pools of assets having an ascertainable cash flow or market value or other specialized financial obligations.

Surveillance Categories

The Company segregates its insured portfolio into investment grade and below-investment-grade ("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 new credits need to be internally downgraded to BIG. The Company 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. The Company’s credit ratings on assumed credits are based on the Company’s reviews of low-rated credits or credits in volatile sectors, unless such information is not available, in which case, the ceding company’s credit rating of the transactions are used. The Company models the performance of many of its structured finance transactions as part of its periodic internal credit rating review of them. The Company models most assumed residential mortgage-backed security ("RMBS") credits with par above $1 million, as well as certain RMBS credits below that amount.

Credits identified as BIG are subjected to further review to determine the probability of a loss. See Note 5, Expected Loss to be Paid, for additional information. Surveillance personnel then assign each BIG transaction to the appropriate BIG surveillance category based upon whether a future loss is expected and whether a claim has been paid. 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 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

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50% chance that, on a present value basis, it will pay more claims over 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 is a claim 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.

~~Table of Contents~~

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.

Debt Service Outstanding


	Gross Debt Service Outstanding				Net Debt Service Outstanding				Gross Debt Service Outstanding				Net Debt Service Outstanding
	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013		June 30, 2014		December 31, 2013		June 30, 2014		December 31, 2013
	(in millions)								(in millions)
Public finance	$	639,981	$	650,924	$	601,433	$	610,011	$	627,173	$	650,924	$	589,294	$	610,011
Structured finance	81,195		86,456		75,535		80,524		78,092		86,456		72,710		80,524
Total financial guaranty	$	721,176	$	737,380	$	676,968	$	690,535	$	705,265	$	737,380	$	662,004	$	690,535

In addition to the amounts shown in the table above, the Company’s net mortgage guaranty insurance debt service was approximately $~~153~~152 million as of ~~March 31, 2014.~~June 30, 2014. The net mortgage guaranty insurance in force constitutes assumed excess of loss business written between 2004 and 2006 and comprises $~~145~~144 million covering loans originated in Ireland and $8 million covering loans originated in the U.K.

Financial Guaranty Portfolio by Internal Rating

As of ~~March 31,~~June 30, 2014


	Public Finance U.S.				Public Finance Non-U.S.				Structured Finance U.S				Structured Finance Non-U.S				Total				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		%		Net Par Outstanding		%		Net Par Outstanding		%		Net Par Outstanding		%		Net Par Outstanding		%		Net Par Outstanding		%
	(dollars in millions)																				(dollars in millions)
AAA	$	4,658	1.3	%	$	1,020	2.9	%	$	29,868	53.9	%	$	8,856	68.2	%	$	44,402	9.9	%	$	4,239	1.3	%	$	1,031	2.9	%	$	26,709	51.9	%	$	7,597	64.5	%	$	39,576	9.0	%
AA	104,577		30.2		427		1.2		9,396		17.0		570		4.4		114,970		25.6		100,089		29.5		432		1.2		8,963		17.4		567		4.8		110,051		25.2
A	187,433		54.1		9,595		27.6		2,340		4.2		661		5.1		200,029		44.4		184,593		54.5		9,803		27.7		2,395		4.7		610		5.2		197,401		45.1
BBB	40,783		11.8		22,173		63.7		3,496		6.3		1,829		14.1		68,281		15.2		41,174		12.1		22,529		63.6		3,331		6.5		1,939		16.5		68,973		15.8
BIG	8,977		2.6		1,611		4.6		10,293		18.6		1,062		8.2		21,943		4.9		8,861		2.6		1,613		4.6		10,044		19.5		1,057		9.0		21,575		4.9
Total net par outstanding (excluding loss mitigation bonds)	$	346,428	100.0	%	$	34,826	100.0	%	$	55,393	100.0	%	$	12,978	100.0	%	$	449,625	100.0	%	$	338,956	100.0	%	$	35,408	100.0	%	$	51,442	100.0	%	$	11,770	100.0	%	$	437,576	100.0	%
Loss Mitigation Bonds	32				—				1,204				—				1,236				29				—				1,187				—				1,216
Net Par Outstanding (including loss mitigation bonds)	$	346,460			$	34,826			$	56,597			$	12,978			$	450,861			$	338,985			$	35,408			$	52,629			$	11,770			$	438,792

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Financial Guaranty Portfolio by Internal Rating

As of December 31, 2013



	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	$	4,998	1.4	%	$	1,016	3.0	%	$	32,317	54.9	%	$	9,684	69.1	%	$	48,015	10.5	%
AA	107,503		30.5		422		1.2		9,431		16.0		577		4.1		117,933		25.7
A	192,841		54.8		9,453		27.9		2,580		4.4		742		5.3		205,616		44.8
BBB	37,745		10.7		21,499		63.2		3,815		6.4		1,946		13.9		65,005		14.1
BIG	9,094		2.6		1,608		4.7		10,764		18.3		1,072		7.6		22,538		4.9
Total net par outstanding (excluding loss mitigation bonds)	$	352,181	100.0	%	$	33,998	100.0	%	$	58,907	100.0	%	$	14,021	100.0	%	$	459,107	100.0	%
Loss Mitigation Bonds	32				—				1,163				—				1,195
Net Par Outstanding (including loss mitigation bonds)	$	352,213			$	33,998			$	60,070			$	14,021			$	460,302

In accordance with the terms of certain credit derivative contracts, the referenced obligations in such contracts have been delivered to the Company and therefore are included in the investment portfolio. Such amounts are still included in the financial guaranty insured portfolio (excluding loss mitigation bonds), and totaled $165 million and $195 million in gross par outstanding as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively.

In addition to amounts shown in the tables above, the Company had outstanding commitments to provide guaranties of $~~577~~451 million for structured finance and $~~330~~424 million for public finance obligations at ~~March 31,~~June 30, 2014. The structured finance commitments include the unfunded component of pooled corporate and other transactions. Public finance commitments typically relate to primary and secondary public finance debt issuances. The expiration dates for the public finance commitments range between ~~April 15,~~July 1, 2014 and February 25, 2017, with $~~206~~300 million expiring prior to December 31, 2014. 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.

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Components of BIG Portfolio

Components of BIG Net Par Outstanding

(Insurance and Credit Derivative Form)

As of ~~March 31,~~June 30, 2014


	BIG Net Par Outstanding								Net Par		BIG Net Par as a % of Total Net Par		BIG Net Par Outstanding								Net Par		BIG Net Par as a % of Total Net Par
	BIG 1		BIG 2		BIG 3		Total BIG		Outstanding		Outstanding		BIG 1		BIG 2		BIG 3		Total BIG		Outstanding		Outstanding
					(in millions)												(in millions)
First lien U.S. RMBS:
Prime first lien	$	77	$	289	$	29	$	395	$	528	0.1	%	$	51	$	301	$	29	$	381	$	509	0.1	%
Alt-A first lien	703		787		1,223		2,713		3,478		0.6		681		729		1,211		2,621		3,369		0.6
Option ARM	66		59		440		565		877		0.1		95		20		433		548		833		0.1
Subprime	227		860		769		1,856		5,921		0.4		223		829		772		1,824		5,736		0.4
Second lien U.S. RMBS:
Closed-end second lien	8		19		116		143		239		0.0		33		20		87		140		232		0.0
Home equity lines of credit (“HELOCs”)	1,480		19		235		1,734		1,982		0.4		1,402		18		251		1,671		1,901		0.4
Total U.S. RMBS	2,561		2,033		2,812		7,406		13,025		1.6		2,485		1,917		2,783		7,185		12,580		1.6
Trust preferred securities (“TruPS”)	1,235		343		—		1,578		4,826		0.4		1,217		—		344		1,561		4,724		0.4
Other structured finance	1,348		304		719		2,371		50,520		0.5		1,341		298		716		2,355		45,908		0.5
U.S. public finance	8,117		419		441		8,977		346,428		2.0		7,170		1,269		422		8,861		338,956		2.0
Non-U.S. public finance	989		622		—		1,611		34,826		0.4		1,611		2		—		1,613		35,408		0.4
Total	$	14,250	$	3,721	$	3,972	$	21,943	$	449,625	4.9	%	$	13,824	$	3,486	$	4,265	$	21,575	$	437,576	4.9	%

Components of BIG Net Par Outstanding

(Insurance and Credit Derivative Form)

As of December 31, 2013



	BIG Net Par Outstanding								Net Par		BIG Net Par as a % of Total Net Par
	BIG 1		BIG 2		BIG 3		Total BIG		Outstanding		Outstanding
					(in millions)
First lien U.S. RMBS:
Prime first lien	$	52	$	321	$	30	$	403	$	541	0.1	%
Alt-A first lien	656		1,137		935		2,728		3,590		0.6
Option ARM	71		60		467		598		937		0.1
Subprime	297		908		740		1,945		6,130		0.4
Second lien U.S. RMBS:
Closed-end second lien	8		20		118		146		244		0.0
HELOCs	1,499		20		378		1,897		2,279		0.4
Total U.S. RMBS	2,583		2,466		2,668		7,717		13,721		1.6
TruPS	1,587		135		—		1,722		4,970		0.4
Other structured finance	1,367		309		721		2,397		54,237		0.5
U.S. public finance	8,205		440		449		9,094		352,181		2.0
Non-U.S. public finance	1,009		599		—		1,608		33,998		0.4
Total	$	14,751	$	3,949	$	3,838	$	22,538	$	459,107	4.9	%

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BIG Net Par Outstanding

and Number of Risks

As of ~~March 31,~~June 30, 2014


	Net Par Outstanding						Number of Risks(2)			Net Par Outstanding						Number of Risks(2)
Description	Financial Guaranty Insurance(1)		Credit Derivative		Total		Financial Guaranty Insurance(1)	Credit Derivative	Total	Financial Guaranty Insurance(1)		Credit Derivative		Total		Financial Guaranty Insurance(1)	Credit Derivative	Total
	(dollars in millions)									(dollars in millions)
BIG:
Category 1	$	12,242	$	2,008	$	14,250	193	24	217	$	11,613	$	2,211	$	13,824	184	29	213
Category 2	2,253		1,468		3,721		80	21	101	2,608		878		3,486		84	18	102
Category 3	2,872		1,100		3,972		109	27	136	2,883		1,382		4,265		113	27	140
Total BIG	$	17,367	$	4,576	$	21,943	382	72	454	$	17,104	$	4,471	$	21,575	381	74	455

BIG Net Par Outstanding

and Number of Risks

As of December 31, 2013



	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	$	12,391	$	2,360	$	14,751	185	25	210
Category 2	2,323		1,626		3,949		80	21	101
Category 3	3,031		807		3,838		119	27	146
Total BIG	$	17,745	$	4,793	$	22,538	384	73	457

_____________________

(1) Includes net par outstanding for FG VIEs.


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

Direct Economic Exposure to the Selected European Countries

Several European countries continue to experience significant economic, fiscal and/or political strains such that the likelihood of default on obligations with a nexus to those countries may be higher than the Company anticipated when such factors did not exist. The European countries where the Company believes heightened uncertainties exist are: Hungary, Ireland, Italy, Portugal and Spain (collectively, the “Selected European Countries”). The Company is closely monitoring its exposures in the Selected European Countries where it believes heightened uncertainties exist. The Company’s 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.

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Net Direct Economic Exposure to Selected European Countries(1)

As of ~~March 31,~~June 30, 2014


	Hungary (2)		Ireland		Italy		Portugal (2)		Spain (2)		Total		Hungary		Ireland		Italy		Portugal		Spain		Total

Sovereign and sub-sovereign exposure:
Non-infrastructure public finance ~~(3)~~(2)	$	—	$	—	$	1,026	$	98	$	274	$	1,398	$	—	$	—	$	1,007	$	95	$	272	$	1,374
Infrastructure finance	370		—		18		12		156		556		369		—		16		11		155		551
Sub-total	370		—		1,044		110		430		1,954		369		—		1,023		106		427		1,925
Non-sovereign exposure:
Regulated utilities	—		—		235		—		—		235		—		—		242		—		—		242
RMBS	217		145		312		—		—		674		214		144		308		—		—		666
Sub-total	217		145		547		—		—		909		214		144		550		—		—		908
Total	$	587	$	145	$	1,591	$	110	$	430	$	2,863	$	583	$	144	$	1,573	$	106	$	427	$	2,833
Total BIG	$	587	$	—	$	—	$	110	$	429	$	1,126
Total BIG (See Note 5)													$	583	$	—	$	—	$	106	$	427	$	1,116

____________________

(1)

While the Company’s exposures are shown in U.S. dollars, the obligations the Company insures are in various currencies, including U.S. dollars and Euros. Included in the table above is $~~145~~144 million of reinsurance assumed on a 2004 - 2006 pool of Irish residential mortgages that is part of the Company’s remaining legacy mortgage reinsurance business. One of the residential mortgage-backed securities included in the table above includes residential mortgages in both Italy and Germany, and only the portion of the transaction equal to the portion of the original mortgage pool in Italian mortgages is shown in the table.


(2)	~~See Note 5, Expected Loss to be Paid.~~


~~(3)~~	The exposure shown in the “Non-infrastructure public finance” category is from transactions backed by receivable payments from sub-sovereigns in Italy, Spain and Portugal. Sub-sovereign debt is debt issued by a governmental entity or government backed entity, or supported by such an entity, that is other than direct sovereign debt of the ultimate governing body of the country.

When the Company directly insures an obligation, it assigns the obligation to a geographic location or locations based on its view of the geographic location of the risk. For direct exposure this can be a relatively straight-forward determination as, for example, a debt issue supported by availability payments for a toll road in a particular country. The Company may also assign portions of a risk to more than one geographic location. The Company may also have direct exposures to the Selected European Countries in business assumed from unaffiliated monoline insurance companies. In the case of assumed business for direct exposures, the Company depends upon geographic information provided by the primary insurer.

The Company has excluded from the exposure tables above its indirect economic exposure to the Selected European Countries through policies it provides on ~~(a)~~ pooled corporate and ~~(b)~~ commercial receivables transactions. The Company considers economic exposure to a selected European Country to be indirect when the exposure relates to only a small portion of an insured transaction that otherwise is not related to a Selected European Country. ~~The Company has reviewed transactions through which it believes it may have indirect exposure to the Selected European Countries that is material to the transaction and calculated total~~Total net indirect exposure to Selected European Counties in non-sovereign pooled corporate and non-sovereign commercial receivables ~~to be~~is $~~710~~595 million and $8984 million, respectively, based on the proportion of the insured par equal to the proportion of obligors identified as being domiciled in a Selected European Country.

~~Table of Contents~~

Exposure to Puerto Rico

The Company insures general obligation bonds of the Commonwealth of Puerto Rico and various obligations of its related authorities and public corporations aggregating $~~5.3~~5.2 billion net par. The Company rates ~~$5.1~~$5.0 billion net par of that amount BIG.

Puerto Rico has experienced significant general fund budget deficits in recent years. These deficits have been covered primarily with the net proceeds of bond issuances, with interim financings provided by Government Development Bank for Puerto Rico (“GDB”) and, in some cases, with onetime revenue measures or expense adjustment measures. In addition to high debt levels, Puerto Rico faces a challenging economic environment.

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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. In its Quarterly Report dated as of July 17, 2014, the Commonwealth stated the Puerto Rico Electric Power Authority (“PREPA”) may need to seek relief under the Recovery Act due to liquidity constraints. In the same report, the Commonwealth disclosed PREPA utilized approximately $42 million on deposit in its reserve account in order to pay debt service due on its bonds on July 1, 2014. Investors in bonds issued by PREPA have filed suit in the United States District Court for the District of Puerto Rico asserting the Recovery Act violates the U.S. Constitution.

Following the enactment of the Recovery Act, S&P, Moody’s and Fitch Ratings lowered the credit rating of the Commonwealth’s bonds and the ratings on certain of Puerto Rico’s public corporations. The Commonwealth disclosed its liquidity has been adversely affected by rating agency downgrades and by the limited market access for its debt. The Commonwealth 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. The Commonwealth has also noted it is committed to addressing its fiscal and economic challenges and to repaying the general obligation debt of the Commonwealth and the debt of GDB and the public corporations that are not eligible to seek relief under the Recovery Act.

Puerto Rico

Gross Par and Gross Debt Service Outstanding

As of June 30, 2014



	Gross Par Outstanding		Gross Debt Service Outstanding
	(in millions)
Subject to the terms of the Recovery Act	$	3,195	$	5,472
Not subject to the terms of the Recovery Act	3,220		5,000
Total	$	6,415	$	10,472

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The following table shows ~~estimated~~the Company’s exposure to general obligation bonds of Puerto Rico and various obligations of its related authorities and public corporations.

Puerto Rico

Net Par Outstanding



	As of June 30, 2014			As of December 31, 2013
	Total (1)		Internal Rating	Total		Internal Rating
	(in millions)
Exposures subject to the terms of the Recovery Act:
Puerto Rico Highways and Transportation Authority (Transportation revenue)	$	872	BB-	$	872	BB-
PREPA	819		B-	860		BB-
Puerto Rico Aqueduct and Sewer Authority	384		BB-	384		BB-
Puerto Rico Highways and Transportation Authority (Highway revenue)	302		BB	302		BB
Puerto Rico Convention Center District Authority	185		BB-	185		BB-
Puerto Rico Public Finance Corporation	—		-	44		B
Total	2,562			2,647

Exposures not subject to the terms of the Recovery Act:
Commonwealth of Puerto Rico - General Obligation Bonds	1,766		BB	1,885		BB
Puerto Rico Municipal Finance Authority	450		BB-	450		BB-
Puerto Rico Sales Tax Financing Corporation	268		BBB	268		A-
Puerto Rico Public Buildings Authority	124		BB	139		BB
GDB	33		BB	33		BB
Puerto Rico Infrastructure Financing Authority	18		BB-	18		BB-
University of Puerto Rico	1		BB-	1		BB-
Total	2,660			2,794
Total net exposure to Puerto Rico	$	5,222		$	5,441

__________________


(1)	In July 2014, various Puerto Rico issuers made payment on $215 million of par scheduled to be paid; of that amount, $46 million of par was paid by PREPA.

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The following table shows the scheduled amortization of the general obligation bonds of Puerto Rico and various obligations of its related authorities and public corporations insured and 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. ~~The column labeled “Estimated BIG Net Debt Service Amortization” shows~~In the ~~total amount of~~event that obligors default on their obligations, the Company would only be required to pay the shortfall between the principal and interest due in ~~the period indicated and represents the maximum net amount the Company would be required to pay on BIG Puerto Rico exposures in a~~any given period ~~assuming~~and the ~~obligors~~amount paid ~~nothing on all of those obligations in that period.~~by the obligors.

Amortization Schedule of Puerto Rico BIG Net Par Outstanding

and BIG Net Debt Service Outstanding ~~of Puerto Rico~~

As of ~~March 31,~~June 30, 2014



	Scheduled BIG Net Par Amortization						Scheduled BIG Net Debt Service Amortization
	Subject to the Terms of the Recovery Act		Not Subject to the Terms of the Recovery Act		Total		Subject to the Terms of the Recovery Act		Not Subject to the Terms of the Recovery Act		Total
	(in millions)
2014 (July 1 - December 31)	$	93	$	161	$	254	$	155	$	217	$	372	(1)
2015	126		205		331		246		316		562
2016	105		184		289		220		284		504
2017	41		167		208		152		259		411
2018	48		111		159		157		195		352
2019	61		128		189		167		206		373
2020	73		182		255		175		252		427
2021	51		58		109		149		123		272
2022	43		67		110		139		128		267
2023	102		40		142		195		98		293
2024-2028	581		351		932		971		589		1,560
2029-2033	375		320		695		641		483		1,124
2034 -2038	461		405		866		603		449		1,052
2039 -2043	156		13		169		230		15		245
2044 -2047	246		—		246		278		—		278
Total	$	2,562	$	2,392	$	4,954	$	4,478	$	3,614	$	8,092

__________________

Estimated BIG Net Par Amortization Estimated BIG Net Debt Service Amortization
(in millions)
2014 (April 1 - June 30) $ —
$ 64
2014 (July 1 - September 30) 254
315
2014 (October 1 - December 31) —
61
2015 364
601
2016 289
509
2017 208
415
2018 159
358
2019-2023 884
1,718
2024-2028 937
1,566
2029-2033 697
1,125
After 2033 1,281
1,574
Total $ 5,073
$ 8,306

Recent announcements and actions by the Governor and his administration indicate officials of the Commonwealth are focused on measures to help Puerto Rico operate within its financial resources and maintain its access to the capital markets. All Puerto Rico credits insured by the Company are current on their debt service payments. Neither Puerto Rico nor its related authorities and public corporations are eligible debtors under Chapter 9 of the U.S. Bankruptcy Code. However, Puerto Rico faces high debt levels, a declining population and an economy that has been in recession since 2006. Puerto Rico has been operating with a structural budget deficit in recent years, and its two largest pension funds are significantly underfunded.


(1)	In July 2014, various Puerto Rico issuers made scheduled par payments of $215 million plus interest. Of that amount $46 million of par related to PREPA.


4.	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 8, Financial Guaranty Contracts Accounted for as Credit Derivatives for amounts that relate to CDS.

1416

Table of Contents

Net Earned Premiums


	First Quarter				Second Quarter				Six Months
	2014		2013		2014		2013		2014		2013
	(in millions)				(in millions)
Scheduled net earned premiums	$	107	$	128	$	106	$	113	$	213	$	241
Acceleration of net earned premiums	19		113		24		46		43		159
Accretion of discount on net premiums receivable	6		7		5		3		11		10
Financial guaranty insurance net earned premiums					135		162		267		410
Other					1		1		1		1
Net earned premiums(1)	$	132	$	248	$	136	$	163	$	268	$	411

___________________


(1)	Excludes $5 million and $15 million for Second Quarter 2014 and 2013, respectively, and $1722 million and $1833 million for ~~First Quarter~~Six Months 2014 and 2013, respectively, related to consolidated FG VIEs.

Components of Unearned Premium Reserve


	As of March 31, 2014									As of December 31, 2013									As of June 30, 2014									As of December 31, 2013
	Gross			Ceded			Net(1)			Gross			Ceded			Net(1)			Gross			Ceded			Net(1)			Gross			Ceded			Net(1)
	(in millions)																		(in millions)
Deferred premium revenue:																																		��
Financial guaranty insurance	$	4,567		$	472		$	4,095		$	4,647		$	470		$	4,177		$	4,435		$	451		$	3,984		$	4,647		$	470		$	4,177
Other	5			—			5			5			—			5			5			—			5			5			—			5
Deferred premium revenue	$	4,572		$	472		$	4,100		$	4,652		$	470		$	4,182		$	4,440		$	451		$	3,989		$	4,652		$	470		$	4,182
Contra-paid	(68		)	(18		)	(50		)	(57		)	(18		)	(39		)	(49		)	(11		)	(38		)	(57		)	(18		)	(39		)
Unearned premium reserve	$	4,504		$	454		$	4,050		$	4,595		$	452		$	4,143		$	4,391		$	440		$	3,951		$	4,595		$	452		$	4,143

____________________


(1)	Excludes $~~137~~132 million and $187 million of deferred premium revenue, and $4947 million and $55 million of contra-paid related to FG VIEs as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively.

Gross Premium Receivable,

Net of Commissions on Assumed Business

Roll Forward


	First Quarter						Six Months
	2014			2013			2014			2013
	(in millions)						(in millions)
Beginning of period, December 31	$	876		$	1,005		$	876		$	1,005
Gross premium written, net of commissions on assumed business	33			17			61			32
Gross premiums received, net of commissions on assumed business	(53		)	(53		)	(97		)	(109		)
Adjustments:
Changes in the expected term	(3		)	1			(13		)	1
Accretion of discount, net of commissions on assumed business	7			9			12			13
Foreign exchange translation	2			(23		)	9			(27		)
Other adjustments	1			0			1			0
End of period, March 31 (1)	$	863		$	956
End of period, June 30 (1)							$	849		$	915

____________________


(1)	Excludes $18 million and $2820 million as of ~~March 31,~~June 30, 2014 and ~~March 31,~~June 30, 2013, respectively, related to consolidated FG VIEs.

Table of Contents

Gains or losses due to foreign exchange rate changes relate to installment premium receivables denominated in currencies other than the U.S. dollar. Approximately ~~49%~~50% and 48% of installment premiums at ~~March 31,~~June 30, 2014 and December 31, 2013 respectively, are denominated in currencies other than the U.S. dollar, primarily the Euro and British Pound Sterling.

~~Table of Contents~~

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

Gross Premiums Receivable,

Net of Commissions on Assumed Business

(Undiscounted)


	As of March 31, 2014		As of June 30, 2014
	(in millions)		(in millions)
2014 (April 1 - June 30)	$	46
2014 (July 1 - September 30)	24		$	38
2014 (October 1 – December 31)	26		30
2015	95		99
2016	86		86
2017	79		79
2018	71		72
2019-2023	282		283
2024-2028	176		177
2029-2033	123		124
After 2033	130		132
Total(1)	$	1,138	$	1,120

____________________


(1)	Excludes expected cash collections on FG VIEs of $23 million.

Scheduled Net Earned Premiums


	As of March 31, 2014		As of June 30, 2014
	(in millions)		(in millions)
2014 (April 1 - June 30)	$	105
2014 (July 1 - September 30)	103		$	103
2014 (October 1–December 31)	99		99
2015	359		360
2016	335		334
2017	297		296
2018	271		270
2019 - 2023	1,058		1,054
2024 - 2028	676		675
2029 - 2033	412		412
After 2033	380		381
Total present value basis(1)	4,095		3,984
Discount	239		235
Total future value	$	4,334	$	4,219

____________________


(1)	Excludes scheduled net earned premiums on consolidated FG VIEs of $~~137~~132 million.

1618

Table of Contents

Selected Information for Policies Paid in Installments


	As of March 31, 2014			As of December 31, 2013			As of June 30, 2014			As of December 31, 2013
	(dollars in millions)						(dollars in millions)
Premiums receivable, net of commission payable	$	863		$	876		$	849		$	876
Gross deferred premium revenue	1,560			1,576			1,501			1,576
Weighted-average risk-free rate used to discount premiums	3.5		%	3.4		%	3.4		%	3.4		%
Weighted-average period of premiums receivable (in years)	9.4			9.4			9.4			9.4


5.	Expected Loss to be Paid

The following table presents 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 net expected recoveries for contractual breaches of representations and warranties ("R&W"). The Company used weighted average risk-free rates for U.S. dollar denominated obligations ~~which~~that ranged from 0.0% to ~~3.97%~~3.78% as of ~~March 31,~~June 30, 2014 and 0.0% to 4.44% as of December 31, 2013.

Net Expected Loss to be Paid

After Net Expected Recoveries for Breaches of R&W

Roll Forward by Sector

~~First~~Second Quarter 2014


	Net Expected Loss to be Paid as of December 31, 2013(2)			Economic Loss Development			(Paid) Recovered Losses(1)			Net Expected Loss to be Paid as of March 31, 2014(2)			Net Expected Loss to be Paid as of March 31, 2014			Economic Loss Development			(Paid) Recovered Losses(1)			Net Expected Loss to be Paid as of June 30, 2014(2)
	(in millions)												(in millions)
U.S. RMBS:
First lien:
Prime first lien	$	21		$	(3	)	$	—		$	18		$	18		$	(7	)	$	—		$	11
Alt-A first lien	304			8			(4		)	308			308			4			(11		)	301
Option ARM	(9		)	(15		)	(4		)	(28		)	(28		)	(24		)	1			(51		)
Subprime	304			(7		)	(2		)	295			295			6			40			341
Total first lien	620			(17		)	(10		)	593			593			(21		)	30			602
Second lien:
Closed-end second lien	(11		)	5			2			(4		)	(4		)	(5		)	—			(9		)
HELOCs	(116		)	2			5			(109		)	(109		)	(33		)	25			(117		)
Total second lien	(127		)	7			7			(113		)	(113		)	(38		)	25			(126		)
Total U.S. RMBS	493			(10		)	(3		)	480			480			(59		)	55			476
TruPS	51			(19		)	—			32			32			0			—			32
Other structured finance	120			19			(1		)	138			138			5			(3		)	140
U.S. public finance	264			23			(6		)	281			281			82			(24		)	339
Non-U.S public finance	57			—			—			57			57			(5		)	—			52
Other insurance	(3		)	(1		)	—			(4		)	(4		)	—			—			(4		)
Total	$	982		$	12		$	(10	)	$	984		$	984		$	23		$	28		$	1,035

1719

Table of Contents

Net Expected Loss to be Paid

After Net Expected Recoveries for Breaches of R&W

Roll Forward by Sector

Second Quarter 2013



	Net Expected Loss to be Paid as of March 31, 2013			Economic Loss Development			(Paid) Recovered Losses(1)			Net Expected Loss to be Paid as of June 30, 2013
	(in millions)
U.S. RMBS:
First lien:
Prime first lien	$	11		$	7		$	—		$	18
Alt-A first lien	313			(7		)	(18		)	288
Option ARM	(327		)	21			286			(20		)
Subprime	263			23			(12		)	274
Total first lien	260			44			256			560
Second lien:
Closed-end second lien	(21		)	6			1			(14		)
HELOCs	(122		)	(31		)	56			(97		)
Total second lien	(143		)	(25		)	57			(111		)
Total U.S. RMBS	117			19			313			449
TruPS	23			1			9			33
Other structured finance	307			(24		)	(125		)	158
U.S. public finance	(9		)	87			(7		)	71
Non-U.S public finance	62			4			—			66
Other insurance	(13		)	—			10			(3		)
Total	$	487		$	87		$	200		$	774

Table of Contents

Net Expected Loss to be Paid

After Net Expected Recoveries for Breaches of R&W

Roll Forward by Sector

~~First Quarter~~Six Months 2014



	Net Expected Loss to be Paid as of December 31, 2013(2)			Economic Loss Development			(Paid) Recovered Losses(1)			Net Expected Loss to be Paid as of June 30, 2014(2)
	(in millions)
U.S. RMBS:
First lien:
Prime first lien	$	21		$	(10	)	$	—		$	11
Alt-A first lien	304			12			(15		)	301
Option ARM	(9		)	(39		)	(3		)	(51		)
Subprime	304			(1		)	38			341
Total first lien	620			(38		)	20			602
Second lien:
Closed-end second lien	(11		)	—			2			(9		)
HELOCs	(116		)	(31		)	30			(117		)
Total second lien	(127		)	(31		)	32			(126		)
Total U.S. RMBS	493			(69		)	52			476
TruPS	51			(19		)	—			32
Other structured finance	120			24			(4		)	140
U.S. public finance	264			105			(30		)	339
Non-U.S public finance	57			(5		)	—			52
Other insurance	(3		)	(1		)	—			(4		)
Total	$	982		$	35		$	18		$	1,035

Table of Contents

Net Expected Loss to be Paid

After Net Expected Recoveries for Breaches of R&W

Roll Forward by Sector

Six Months 2013


	Net Expected Loss to be Paid as of December 31, 2012			Economic Loss Development			(Paid) Recovered Losses(1)			Net Expected Loss to be Paid as of March 31, 2013			Net Expected Loss to be Paid as of December 31, 2012			Economic Loss Development			(Paid) Recovered Losses(1)			Net Expected Loss to be Paid as of June 30, 2013
	(in millions)												(in millions)
U.S. RMBS:
First lien:
Prime first lien	$	6		$	6		$	(1	)	$	11		$	6		$	13		$	(1	)	$	18
Alt-A first lien	315			9			(11		)	313			315			2			(29		)	288
Option ARM	(131		)	(138		)	(58		)	(327		)	(131		)	(117		)	228			(20		)
Subprime	242			25			(4		)	263			242			48			(16		)	274
Total first lien	432			(98		)	(74		)	260			432			(54		)	182			560
Second lien:
Closed-end second lien	(39		)	1			17			(21		)	(39		)	7			18			(14		)
HELOCs	(111		)	(3		)	(8		)	(122		)	(111		)	(34		)	48			(97		)
Total second lien	(150		)	(2		)	9			(143		)	(150		)	(27		)	66			(111		)
Total U.S. RMBS	282			(100		)	(65		)	117			282			(81		)	248			449
TruPS	27			(3		)	(1		)	23			27			(2		)	8			33
Other structured finance	312			(2		)	(3		)	307			312			(26		)	(128		)	158
U.S. public finance	7			7			(23		)	(9		)	7			94			(30		)	71
Non-U.S public finance	52			10			—			62			52			14			—			66
Other insurance	(3		)	(10		)	—			(13		)	(3		)	(10		)	10			(3		)
Total	$	677		$	(98	)	$	(92	)	$	487		$	677		$	(11	)	$	108		$	774

____________________


(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.


(2)	Includes expected loss adjustment expenses ("LAE") to be paid ~~for mitigating claim liabilities~~ of $2933 million as of ~~March 31,~~June 30, 2014 and $34 million as of December 31, 2013. The Company paid $8 million and $16 million in LAE for Second Quarter 2014 and 2013, respectively, and $614 million and $1329 million in LAE for ~~First Quarter~~Six Months 2014 and 2013, respectively.

1822

Table of Contents

Net Expected Recoveries from

Breaches of R&W Rollforward

~~First~~Second Quarter 2014


	Future Net R&W Benefit as of December 31, 2013		R&W Development and Accretion of Discount During First Quarter 2014			R&W Recovered During First Quarter 2014(1)			Future Net R&W Benefit as of March 31, 2014		Future Net R&W Benefit as of March 31, 2014		R&W Development and Accretion of Discount During Second Quarter 2014			R&W (Recovered) During Second Quarter 2014			Future Net R&W Benefit as of June 30, 2014(1)
	(in millions)										(in millions)
U.S. RMBS:
First lien:
Prime first lien	$	4	$	(1	)	$	—		$	3	$	3	$	—		$	—		$	3
Alt-A first lien	274		3			(8		)	269		269		(2		)	(4		)	263
Option ARM	173		9			(30		)	152		152		11			(19		)	144
Subprime	118		28			—			146		146		1			(48		)	99
Total first lien	569		39			(38		)	570		570		10			(71		)	509
Second lien:
Closed-end second lien	98		(3		)	—			95		95		—			(2		)	93
HELOC	45		12			(1		)	56		56		9			(16		)	49
Total second lien	143		9			(1		)	151		151		9			(18		)	142
Total	$	712	$	48		$	(39	)	$	721	$	721	$	19		$	(89	)	$	651

___________________

(1) See the section "Breaches of Representations and Warranties" below for eligible assets held in trust.

Net Expected Recoveries from

Breaches of R&W Rollforward

~~First~~Second Quarter 2013


	Future Net R&W Benefit as of December 31, 2012		R&W Development and Accretion of Discount During First Quarter 2013			R&W Recovered During First Quarter 2013(1)			Future Net R&W Benefit as of March 31, 2013		Future Net R&W Benefit as of March 31, 2013		R&W Development and Accretion of Discount During Second Quarter 2013			R&W (Recovered) During Second Quarter 2013			Future Net R&W Benefit as of June 30, 2013
	(in millions)										(in millions)
U.S. RMBS:
First lien:
Prime first lien	$	4	$	—		$	—		$	4	$	4	$	—		$	—		$	4
Alt-A first lien	378		(8		)	(8		)	362		362		(5		)	(9		)	348
Option ARM	591		153			(54		)	690		690		13			(410		)	293
Subprime	109		4			—			113		113		(5		)	—			108
Total first lien	1,082		149			(62		)	1,169		1,169		3			(419		)	753
Second lien:
Closed-end second lien	138		(9		)	(21		)	108		108		(3		)	(3		)	102
HELOC	150		17			(6		)	161		161		51			(103		)	109
Total second lien	288		8			(27		)	269		269		48			(106		)	211
Total	$	1,370	$	157		$	(89	)	$	1,438	$	1,438	$	51		$	(525	)	$	964

Table of Contents

Net Expected Recoveries from

~~____________________~~Breaches of R&W Rollforward

~~(1)~~

~~Gross amounts recovered were~~ ~~$41 million~~ ~~and~~ ~~$92 million~~ ~~for First Quarter 2014 and 2013, respectively.~~

Six Months 2014



	Future Net R&W Benefit as of December 31, 2013		R&W Development and Accretion of Discount During 2014			R&W (Recovered) During 2014			Future Net R&W Benefit as of June 30, 2014(1)
	(in millions)
U.S. RMBS:
First lien:
Prime first lien	$	4	$	(1	)	$	—		$	3
Alt-A first lien	274		1			(12		)	263
Option ARM	173		20			(49		)	144
Subprime	118		29			(48		)	99
Total first lien	569		49			(109		)	509
Second lien:
Closed-end second lien	98		(3		)	(2		)	93
HELOC	45		21			(17		)	49
Total second lien	143		18			(19		)	142
Total	$	712	$	67		$	(128	)	$	651

___________________

(1) See the section "Breaches of Representations and Warranties" below for eligible assets held in trust.

Net Expected Recoveries from

Breaches of R&W Rollforward

Six Months 2013



	Future Net R&W Benefit as of December 31, 2012		R&W Development and Accretion of Discount During 2013			R&W (Recovered) During 2013			Future Net R&W Benefit as of June 30, 2013
	(in millions)
U.S. RMBS:
First lien:
Prime first lien	$	4	$	—		$	—		$	4
Alt-A first lien	378		(13		)	(17		)	348
Option ARM	591		166			(464		)	293
Subprime	109		(1		)	—			108
Total first lien	1,082		152			(481		)	753
Second lien:
Closed-end second lien	138		(12		)	(24		)	102
HELOC	150		68			(109		)	109
Total second lien	288		56			(133		)	211
Total	$	1,370	$	208		$	(614	)	$	964

1924

Table of Contents

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 estimated and contractual recoveries for breaches of R&W.

Net Expected Loss to be Paid

By Accounting Model

As of ~~March 31,~~June 30, 2014


	Financial Guaranty Insurance			FG VIEs(1)			Credit Derivatives			Total			Financial Guaranty Insurance			FG VIEs(1)			Credit Derivatives			Total
	(in millions)												(in millions)
U.S. RMBS:
First lien:
Prime first lien	$	3		$	—		$	15		$	18		$	3		$	—		$	8		$	11
Alt-A first lien	212			19			77			308			211			21			69			301
Option ARM	(38		)	—			10			(28		)	(60		)	—			9			(51		)
Subprime	140			80			75			295			191			76			74			341
Total first lien	317			99			177			593			345			97			160			602
Second lien:
Closed-end second lien	(32		)	26			2			(4		)	(31		)	27			(5		)	(9		)
HELOCs	(92		)	(17		)	—			(109		)	(101		)	(16		)	—			(117		)
Total second lien	(124		)	9			2			(113		)	(132		)	11			(5		)	(126		)
Total U.S. RMBS	193			108			179			480			213			108			155			476
TruPS	2			—			30			32			2			—			30			32
Other structured finance	176			—			(38		)	138			179			—			(39		)	140
U.S. public finance	281			—			—			281			339			—			—			339
Non-U.S. public finance	56			—			1			57			51			—			1			52
Subtotal	$	708		$	108		$	172		988			$	784		$	108		$	147		1,039
Other										(4		)										(4		)
Total										$	984											$	1,035

2025

Table of Contents

Net Expected Loss to be Paid

By Accounting Model

As of December 31, 2013


	Financial Guaranty Insurance			FG VIEs(1)			Credit Derivatives			Total			Financial Guaranty Insurance			FG VIEs(1)			Credit Derivatives			Total
	(in millions)												(in millions)
U.S. RMBS:
First lien:
Prime first lien	$	3		$	—		$	18		$	21		$	3		$	—		$	18		$	21
Alt-A first lien	199			31			74			304			199			31			74			304
Option ARM	(18		)	(2		)	11			(9		)	(18		)	(2		)	11			(9		)
Subprime	149			81			74			304			149			81			74			304
Total first lien	333			110			177			620			333			110			177			620
Second Lien:
Second lien:
Closed-end second lien	(34		)	25			(2		)	(11		)	(34		)	25			(2		)	(11		)
HELOCs	(41		)	(75		)	—			(116		)	(41		)	(75		)	—			(116		)
Total second lien	(75		)	(50		)	(2		)	(127		)	(75		)	(50		)	(2		)	(127		)
Total U.S. RMBS	258			60			175			493			258			60			175			493
TruPS	3			—			48			51			3			—			48			51
Other structured finance	161			—			(41		)	120			161			—			(41		)	120
U.S. public finance	264			—			—			264			264			—			—			264
Non-U.S. public finance	55			—			2			57			55			—			2			57
Subtotal	$	741		$	60		$	184		985			$	741		$	60		$	184		985
Other										(3		)										(3		)
Total										$	982											$	982

___________________

(1) Refer to Note 9, Consolidated Variable Interest Entities.

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

Net Economic Loss Development

By Accounting Model

~~First~~Second Quarter 2014


	Financial Guaranty Insurance			FG VIEs(1)			Credit Derivatives(2)			Total			Financial Guaranty Insurance			FG VIEs(1)		Credit Derivatives(2)			Total
	(in millions)												(in millions)
U.S. RMBS:
First lien:
Prime first lien	$	—		$	—		$	(3	)	$	(3	)	$	1		$	—	$	(8	)	$	(7	)
Alt-A first lien	19			(12		)	1			8			7			2		(5		)	4
Option ARM	(16		)	1			—			(15		)	(23		)	—		(1		)	(24		)
Subprime	(8		)	(2		)	3			(7		)	4			3		(1		)	6
Total first lien	(5		)	(13		)	1			(17		)	(11		)	5		(15		)	(21		)
Second lien:
Closed-end second lien	(1		)	2			4			5			(1		)	1		(5		)	(5		)
HELOCs	(56		)	58			—			2			(34		)	1		—			(33		)
Total second lien	(57		)	60			4			7			(35		)	2		(5		)	(38		)
Total U.S. RMBS	(62		)	47			5			(10		)	(46		)	7		(20		)	(59		)
TruPS	(1		)	—			(18		)	(19		)	—			—		—			—
Other structured finance	17			—			2			19			4			—		1			5
U.S. public finance	23			—			—			23			82			—		—			82
Non-U.S. public finance	—			—			—			—			(4		)	—		(1		)	(5		)
Subtotal	$	(23	)	$	47		$	(11	)	13			$	36		$	7	$	(20	)	23
Other										(1		)									—
Total										$	12										$	23

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Net Economic Loss Development

By Accounting Model

Second Quarter 2013



	Financial Guaranty Insurance			FG VIEs(1)			Credit Derivatives(2)			Total
	(in millions)
U.S. RMBS:
First lien:
Prime first lien	$	(1	)	$	—		$	8		$	7
Alt-A first lien	(12		)	1			4			(7		)
Option ARM	15			4			2			21
Subprime	3			16			4			23
Total first lien	5			21			18			44
Second lien:
Closed-end second lien	(7		)	2			11			6
HELOCs	(10		)	(22		)	1			(31		)
Total second lien	(17		)	(20		)	12			(25		)
Total U.S. RMBS	(12		)	1			30			19
TruPS	0			—			1			1
Other structured finance	(9		)	—			(15		)	(24		)
U.S. public finance	87			—			—			87
Non-U.S. public finance	4			—			—			4
Subtotal	$	70		$	1		$	16		87
Other										—
Total										$	87

Table of Contents

Net Economic Loss Development

By Accounting Model

~~First Quarter~~Six Months 2014



	Financial Guaranty Insurance			FG VIEs(1)			Credit Derivatives(2)			Total
	(in millions)
U.S. RMBS:
First lien:
Prime first lien	$	1		$	—		$	(11	)	$	(10	)
Alt-A first lien	26			(10		)	(4		)	12
Option ARM	(39		)	1			(1		)	(39		)
Subprime	(4		)	1			2			(1		)
Total first lien	(16		)	(8		)	(14		)	(38		)
Second lien:
Closed-end second lien	(2		)	3			(1		)	—
HELOCs	(90		)	59			—			(31		)
Total second lien	(92		)	62			(1		)	(31		)
Total U.S. RMBS	(108		)	54			(15		)	(69		)
TruPS	(1		)	—			(18		)	(19		)
Other structured finance	21			—			3			24
U.S. public finance	105			—			—			105
Non-U.S. public finance	(4		)	—			(1		)	(5		)
Subtotal	$	13		$	54		$	(31	)	36
Other										(1		)
Total										$	35

Table of Contents

Net Economic Loss Development

By Accounting Model

Six Months 2013


	Financial Guaranty Insurance			FG VIEs(1)			Credit Derivatives(2)			Total			Financial Guaranty Insurance			FG VIEs(1)			Credit Derivatives(2)			Total
	(in millions)												(in millions)
U.S. RMBS:
First lien:
Prime first lien	$	—		$	—		$	6		$	6		$	(1	)	$	—		$	14		$	13
Alt-A first lien	5			(1		)	5			9			(7		)	—			9			2
Option ARM	(93		)	(37		)	(8		)	(138		)	(78		)	(33		)	(6		)	(117		)
Subprime	12			4			9			25			15			20			13			48
Total first lien	(76		)	(34		)	12			(98		)	(71		)	(13		)	30			(54		)
Second lien:
Closed-end second lien	5			(3		)	(1		)	1			(2		)	(1		)	10			7
HELOCs	(7		)	4			—			(3		)	(17		)	(18		)	1			(34		)
Total second lien	(2		)	1			(1		)	(2		)	(19		)	(19		)	11			(27		)
Total U.S. RMBS	(78		)	(33		)	11			(100		)	(90		)	(32		)	41			(81		)
TruPS	0			—			(3		)	(3		)	0			—			(2		)	(2		)
Other structured finance	(10		)	—			8			(2		)	(19		)	—			(7		)	(26		)
U.S. public finance	7			—			—			7			94			—			—			94
Non-U.S. public finance	9			—			1			10			13			—			1			14
Subtotal	$	(72	)	$	(33	)	$	17		(88		)	$	(2	)	$	(32	)	$	33		(1		)
Other										(10		)										(10		)
Total										$	(98	)										$	(11	)

_________________

(1) Refer to Note 9, Consolidated Variable Interest Entities.

(2) Refer to Note 8, Financial Guaranty Contracts Accounted for as Credit Derivatives.

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 to the projected performance of the collateral over time. The resulting projected claim payments or reimbursements are then discounted using risk-free rates. For transactions where the Company projects it will receive recoveries from providers of R&W, it projects the amount of recoveries and either establishes a recovery for claims already paid or reduces its projected claim payments accordingly.

The further behind a mortgage borrower falls in making payments, the more likely it is that he or she will default. The rate at which borrowers from a particular delinquency category (number of monthly payments behind) eventually default is referred to as the “liquidation rate.” The Company derives its liquidation rate assumptions from observed roll rates, which are the rates at which loans progress from one delinquency category to the next and eventually to default and liquidation. The Company applies liquidation rates to the mortgage loan collateral in each delinquency category and makes certain timing assumptions to project near-term mortgage collateral defaults from loans that are currently delinquent.

Mortgage borrowers that are not more than one payment behind (generally considered performing borrowers) have demonstrated an ability and willingness to pay throughout the recession and mortgage crisis, and as a result are viewed as less likely to default than delinquent borrowers. Performing borrowers that eventually default will also need to progress through

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delinquency categories before any defaults occur. The Company projects how many of the currently performing loans will default and when they will default, by first converting the projected near term defaults of delinquent borrowers derived from liquidation rates into a vector of conditional default rates ("CDR"), then projecting how the conditional default rates will develop over time. Loans that are defaulted pursuant to the conditional default rate after the near-term liquidation of currently delinquent loans represent defaults of currently performing loans and projected re-performing loans. A conditional default rate is the outstanding principal amount of defaulted loans liquidated in the current month divided by the remaining outstanding amount of the whole pool of loans (or “collateral pool balance”). The collateral pool balance decreases over time as a result of scheduled principal payments, partial and whole principal prepayments, and defaults.

In order to derive collateral pool losses from the collateral pool defaults it has projected, the Company applies a loss severity. The loss severity is the amount of loss the transaction experiences on a defaulted loan after the application of net proceeds from the disposal of the underlying property. The Company projects loss severities by sector based on its experience to date. ~~Further detail regarding the~~The assumptions and variables the Company used to project collateral losses in its U.S. RMBS portfolio may be found below in the sections “U.S. First Lien RMBS Loss Projections: Alt-A First Lien, Option ARM, Subprime and Prime” and “U.S. Second Lien RMBS Loss Projections: HELOCs and Closed-End Second Lien” These variables are interrelated, difficult to predict and subject to considerable volatility. If actual experience differs from the Company’s assumptions, the losses incurred could be materially different from the estimate. The Company continues to update its evaluation of these exposures as new information becomes available.

The Company is in the process of enforcing claims for breaches of R&W regarding the characteristics of the loans included in the collateral pools. The Company calculates a credit from the RMBS issuer for such recoveries where the R&W were provided by an entity the Company believes to be financially viable and where the Company already has ~~access or believes it will attain access to the underlying mortgage loan files.~~access. Where the Company has an agreement with an R&W provider (e.g., the Bank of America Agreement, the Deutsche Bank Agreement or the UBS Agreement) or where it is in advanced discussions on a potential agreement, that credit is based on the agreement or potential agreement. Where the Company does not have an agreement with the R&W provider but the Company believes the R&W provider to be economically viable, the Company estimates what portion of its past and projected future claims it believes will be reimbursed by that provider. ~~Further detail regarding how the Company calculates these credits may be found under “Breaches of Representations and Warranties” below.~~

The Company projects the overall future cash flow from a collateral pool by adjusting the payment stream from the principal and interest contractually due on the underlying mortgages for ~~(a)~~ the collateral losses it projects as described ~~above, (b)~~above; assumed voluntary ~~prepayments~~prepayments; and ~~(c)~~ servicer advances. The Company then applies an individual model of the structure of the transaction to the projected future cash flow from that transaction’s collateral pool to project the Company’s future claims and claim reimbursements for that individual transaction. Finally, the projected claims and reimbursements are discounted using risk-free rates. As noted above, the Company runs several sets of assumptions regarding mortgage collateral performance, or scenarios, and probability weights them.

The ultimate performance of the Company’s RMBS transactions remains highly uncertain, may differ from the Company's projections and may be subject to considerable volatility due to the influence of many factors, including the level and timing of loan defaults, changes in housing prices, results from the Company’s loss mitigation activities and other variables. The Company will continue to monitor the performance of its RMBS exposures and will adjust its RMBS loss projection assumptions and scenarios based on actual performance and management’s view of future performance.

~~First~~Second Quarter 2014 U.S. RMBS Loss Projections

The Company's RMBS loss projection methodology assumes that the housing and mortgage markets will continue improving. Each quarter the Company makes a judgment as to whether to change the assumptions it uses to make RMBS loss projections based on its observation during the quarter of the performance of its insured transactions (including early stage delinquencies, late stage delinquencies and, for first liens, loss severity) as well as the residential property market and economy in general. To the extent it observes changes, it makes a judgment as whether those changes are normal fluctuations or part of a trend. Based on such observations, the Company chose to use the same general assumptions to project RMBS losses as of ~~March 31,~~June 30, 2014 as it used as of March 31, 2014 and December 31, 2013.

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

The majority of projected losses in first lien RMBS transactions are expected to come from non-performing mortgage loans (those that have been modified in the previous 12 months or are delinquent or in foreclosure or that have been foreclosed and so the RMBS issuer owns the underlying real estate). 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. The following table shows liquidation assumptions for various non-performing categories.

First Lien Liquidation Rates


	March 31, 2014	December 31, 2013	June 30, 2014	March 31, 2014	December 31, 2013
Current Loans Modified in Previous 12 Months
Alt A and Prime	35%	35%	35%	35%	35%
Option ARM	35	35	35	35	35
Subprime	35	35	35	35	35
30 – 59 Days Delinquent
Alt A and Prime	50	50	50	50	50
Option ARM	50	50	50	50	50
Subprime	45	45	45	45	45
60 – 89 Days Delinquent
Alt A and Prime	60	60	60	60	60
Option ARM	65	65	65	65	65
Subprime	50	50	50	50	50
90+ Days Delinquent
Alt A and Prime	75	75	75	75	75
Option ARM	70	70	70	70	70
Subprime	60	60	60	60	60
Bankruptcy
Alt A and Prime	60	60	60	60	60
Option ARM	60	60	60	60	60
Subprime	55	55	55	55	55
Foreclosure
Alt A and Prime	85	85	85	85	85
Option ARM	80	80	80	80	80
Subprime	70	70	70	70	70
Real Estate Owned
All	100	100	100	100	100

While the Company uses liquidation rates as described above to project defaults of non-performing loans (including current loans modified within the last 12 months), it projects defaults on presently current loans by applying a CDR trend. The start of that CDR trend is based on the defaults the Company projects will emerge from currently nonperforming 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.

~~Table of Contents~~

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

Table of Contents

36 months and then trails off in steps to a final CDR of 5% of the CDR plateau. 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 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.

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 historic high levels, and the Company is assuming in the base case that these high levels generally will continue for another 18 months, except that in the case of subprime loans, the Company assumes the ~~unprecedented~~ 90% loss severity rate will continue for another nine months then drop to 80% for nine more months, in each case before following the ramp described below. The Company determines its initial loss severity based on actual recent experience. The Company’s initial loss severity assumptions for ~~March 31,~~June 30, 2014 were the same as it used for March 31, 2014 and December 31, 2013. The Company then assumes that loss severities begin returning to levels consistent with underwriting assumptions beginning after the initial 18 month period declining to 40% in the base case over 2.5 years.

The following table shows the range of 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, 2014				As of December 31, 2013				As of June 30, 2014				As of March 31, 2014				As of December 31, 2013
Alt-A First Lien
Plateau CDR	2.3	%	–	18.4%	2.8	%	–	18.4%	2.9	%	–	16.8%	2.3	%	–	18.4%	2.8	%	–	18.4%
Intermediate CDR	0.5	%	–	3.7%	0.6	%	–	3.7%	0.6	%	–	3.4%	0.5	%	–	3.7%	0.6	%	–	3.7%
Period until intermediate CDR	48 months				48 months				48 months				48 months				48 months
Final CDR	0.1	%	–	0.9%	0.1	%	–	0.9%	0.1	%	–	0.8%	0.1	%	–	0.9%	0.1	%	–	0.9%
Initial loss severity	65%				65%				65%				65%				65%
Initial conditional prepayment rate ("CPR")	0.9	%	–	33.9%	0.0	%	–	34.2%	1.0	%	–	23.2%	0.9	%	–	33.9%	0.0	%	–	34.2%
Final CPR	15%				15%				15%				15%				15%
Option ARM
Plateau CDR	3.8	%	–	16.8%	4.9	%	–	16.8%	5.0	%	–	15.8%	3.8	%	–	16.8%	4.9	%	–	16.8%
Intermediate CDR	0.8	%	–	3.4%	1.0	%	–	3.4%	1.0	%	–	3.2%	0.8	%	–	3.4%	1.0	%	–	3.4%
Period until intermediate CDR	48 months				48 months				48 months				48 months				48 months
Final CDR	0.2	%	–	0.8%	0.2	%	–	0.8%	0.2	%	–	0.8%	0.2	%	–	0.8%	0.2	%	–	0.8%
Initial loss severity	65%				65%				65%				65%				65%
Initial CPR	0.8	%	–	12.2%	0.4	%	–	13.1%	0.9	%	–	9.0%	0.8	%	–	12.2%	0.4	%	–	13.1%
Final CPR	15%				15%				15%				15%				15%
Subprime
Plateau CDR	5.9	%	–	16.3%	5.6	%	–	16.2%	5.7	%	–	16.5%	5.9	%	–	16.3%	5.6	%	–	16.2%
Intermediate CDR	1.2	%	–	3.3%	1.1	%	–	3.2%	1.1	%	–	3.3%	1.2	%	–	3.3%	1.1	%	–	3.2%
Period until intermediate CDR	48 months				48 months				48 months				48 months				48 months
Final CDR	0.3	%	–	0.8%	0.3	%	–	0.8%	0.3	%	–	0.8%	0.3	%	–	0.8%	0.3	%	–	0.8%
Initial loss severity	90%				90%				90%				90%				90%
Initial CPR	0.0	%	–	11.6%	0.0	%	–	15.7%	0.0	%	–	13.7%	0.0	%	–	11.6%	0.0	%	–	15.7%
Final CPR	15%				15%				15%				15%				15%

____________________

(1) Represents variables for most heavily weighted scenario (the “base case”).

~~Table of Contents~~

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 conditional default rate, the loss severity and the loan balance over time) as

Table of Contents

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 ~~voluntarily~~voluntary CPR follows a similar pattern to that of the conditional default rate. 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. These assumptions are the same as those the Company used for March 31, 2014 and December 31, 2013.

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 conditional default rate returned to its modeled equilibrium, which was defined as 5% of the initial conditional default rate. The Company also stressed CPR and the speed of recovery of loss severity rates. The Company probability weighted a total of five scenarios (including its base case) as of ~~March 31,~~June 30, 2014. The Company used a similar approach to establish its pessimistic and optimistic scenarios as of ~~March 31,~~June 30, 2014 as it used as of March 31, 2014 and December 31, 2013, 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 conditional default rate plateau was extended six months (to be 42 months long) before the same more gradual conditional default rate 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%), expected loss to be paid would increase from current projections by approximately $3940 million for Alt-A first liens, $1311 million for Option ARM, $9388 million for subprime and $4 million for prime 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 conditional default rate 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 $~~104~~102 million for Alt-A first liens, $3129 million for Option ARM, $~~138~~130 million for subprime and $11 million for prime transactions.

The Company also considered two scenarios where the recovery was faster than in its base case. In a scenario with a somewhat less stressful environment than the base case, where conditional default rate recovery was somewhat less gradual and the initial subprime loss severity rate was assumed to be 80% for 18 months and was assumed to recover to 40% over 2.5 years, expected loss to be paid would increase from current projections by approximately $1 million for Alt-A first lien and would decrease by $1011 million for Option ARM, $2526 million for subprime and $1 million for prime transactions. In an even less stressful scenario where the conditional default rate plateau was six months shorter (30 months, effectively assuming that liquidation rates would improve) and the conditional default rate recovery was more pronounced, (including an initial ramp-down of the conditional default rate over nine months), expected loss to be paid would decrease from current projections by approximately $3635 million for Alt-A first lien, $2829 million for Option ARM, $7877 million for subprime and $45 million for prime transactions.

U.S. Second Lien RMBS Loss Projections: HELOCs 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.

The following table shows the range of key assumptions for the calculation of expected loss to be paid for individual transactions for direct vintage 2004 - 2008 second lien U.S. RMBS.

~~Table of Contents~~

Key Assumptions in Base Case Expected Loss Estimates

Second Lien RMBS(1)


HELOC key assumptions	As of March 31, 2014				As of December 31, 2013				As of June 30, 2014				As of March 31, 2014				As of December 31, 2013
Plateau CDR	1.9	%	–	7.3%	2.3	%	–	7.7%	2.2	%	–	9.6%	1.9	%	–	7.3%	2.3	%	–	7.7%
Final CDR trended down to	0.4	%	–	3.2%	0.4	%	–	3.2%	0.5	%	–	3.2%	0.4	%	–	3.2%	0.4	%	–	3.2%
Period until final CDR	34 months				34 months				34 months				34 months				34 months
Initial CPR	2.3	%	–	21.0%	2.7	%	–	21.5%	2.4	%	–	19.4%	2.3	%	–	21.0%	2.7	%	–	21.5%
Final CPR	10%				10%				10%				10%				10%
Loss severity	98%				98%				98%				98%				98%

Table of Contents


Closed-end second lien key assumptions	As of March 31, 2014				As of December 31, 2013				As of June 30, 2014				As of March 31, 2014				As of December 31, 2013
Plateau CDR	6.7	%	–	15.5%	7.3	%	–	15.1%	4.8	%	–	14.9%	6.7	%	–	15.5%	7.3	%	–	15.1%
Final CDR trended down to	3.5	%	–	9.1%	3.5	%	–	9.1%	3.5	%	–	9.1%	3.5	%	–	9.1%	3.5	%	–	9.1%
Period until final CDR	34 months				34 months				34 months				34 months				34 months
Initial CPR	2.9	%	–	12.8%	3.1	%	–	12.0%	2.6	%	–	10.4%	2.9	%	–	12.8%	3.1	%	–	12.0%
Final CPR	10%				10%				10%				10%				10%
Loss severity	98%				98%				98%				98%				98%

____________________


(1)	Represents variables for most heavily weighted scenario (the “base case”).

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 (the percent of loans in a given delinquency status that are assumed to ultimately default) from selected representative transactions and then applying an average of the preceding twelve months’ liquidation rates to the amount of loans in the delinquency categories. The amount of loans projected to default in the first through fifth months is expressed as a CDR. The first four months’ CDR is calculated by applying the liquidation rates to the current period past due balances (i.e., the 150-179 day balance is liquidated in the first projected month, the 120-149 day balance is liquidated in the second projected month, the 90-119 day balance is liquidated in the third projected month and the 60-89 day balance is liquidated in the fourth projected month). For the fifth month the CDR is calculated using the average 30-59 day past due balances for the prior three months, adjusted as necessary to reflect one-time service events. The fifth month CDR is then used as the basis for the plateau period that follows the embedded five months of losses.

~~As of~~ ~~March 31, 2014, for~~For the base case scenario, the CDR (the “plateau CDR”) was held constant for one month. Once the plateau period has ended, the CDR is assumed to gradually trend down in uniform increments to its final long-term steady state CDR. (The long-term steady state CDR is calculated as the constant CDR that would have yielded the amount of losses originally expected at underwriting.) In the base case scenario, the time over which the CDR trends down to its final CDR is 28 months. Therefore, the total stress period for second lien transactions is 34 months, comprising five months of delinquent data, a one month plateau period and 28 months of decrease to the steady state ~~CDR.~~CDR, the same as of March 31, 2014 and December 31, 2013. When a second lien loan defaults, there is generally a very low recovery. Based on current expectations of future performance, the Company assumes that it will only recover 2% of the collateral, the same as of March 31, 2014 and December 31, 2013.

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, the current 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. For transactions where the initial CPR is higher than the final CPR, the initial CPR is held constant. The final CPR is assumed to be 10% for both HELOC and closed-end second lien transactions. This level is much higher than current rates for most transactions, but lower than the historical average, which reflects the Company’s continued uncertainty about the projected performance of the borrowers in these transactions. This pattern is consistent with how the Company modeled the

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CPR at March 31, 2014 and December 31, 2013. 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, the loss severity, and HELOC draw rates (the amount of new advances provided on existing HELOCs expressed as a percentage of current outstanding advances). These variables have been relatively stable over the past several quarters 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. 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 available excess spread available from these modified loans. The Company incorporated these modifications in its assumptions.

In estimating expected losses, the Company modeled and probability weighted three possible CDR curves applicable to the period preceding the return to the long-term steady state ~~CDR.~~CDR using the same approaches and weightings as it did as of

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March 31, 2014 and December 31, 2013. The Company believes that the level of the elevated CDR and the length of time it will persist is the primary driver behind the likely amount of losses the collateral will suffer. The Company continues to evaluate the assumptions affecting its modeling results.

~~As of~~ ~~March 31, 2014, the~~The Company’s base case assumed a one 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 and weighted them the same as of~~ ~~December 31, 2013~~.defaults. Increasing the CDR plateau to four months and increasing the ramp-down by five months to 33 months (for a total stress period of 42 months) would increase the expected loss by approximately $2419 million for HELOC transactions and $21 million for closed-end second lien transactions. On the other hand, keeping the CDR plateau at one month but decreasing the length of the CDR ramp-down to 18 months (for a total stress period of 24 months) would decrease the expected loss by approximately $2219 million for HELOC transactions and $21 million for closed-end second lien transactions.

Breaches of Representations and Warranties

Generally, when mortgage loans are transferred into a securitization, the loan originator(s) and/or sponsor(s) provide R&W that the loans meet certain characteristics, and a breach of such R&W often requires that the loan be repurchased from the securitization. In many of the transactions the Company insures, it is in a position to enforce these R&W provisions. ~~Soon after the~~The Company observed the deterioration in the performance of its insured RMBS following the deterioration of the residential mortgage and property markets, the Company began using internal resources as well as third party forensic underwriting firms and legal firms to pursuehas pursued breaches of R&W on a loan-by-loan ~~basis. Where~~basis or in cases where a provider of R&W refused to honor its repurchase obligations, the Company sometimes chose to initiate litigation. See “Recovery Litigation” below. The Company's success in pursuing these strategies permitted the Company to enter 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. Such agreements provide the Company with many of the benefits of pursuing the R&W claims on a loan by loan basis or through litigation, but without the related expense and uncertainty. The Company continues to pursue these strategies against R&W providers with which it does not yet have agreements.

~~Using these strategies, through~~Through ~~March 31,~~June 30, 2014 the Company has caused entities providing R&Ws to pay or agree to pay approximately $~~3.7~~3.8 billion (gross of reinsurance) in respect of their R&W liabilities for transactions in which the Company has provided insurance.

R&W Payments (Gross of Reinsurance)

As of June 30, 2014


	(in millions)		(in millions)
Agreement amounts already received	$	2,716	$	2,811
Agreement amounts projected to be received in the future	402		388
Repurchase amounts paid into the relevant RMBS prior to settlement (1)	579		579
Total R&W payments, gross of reinsurance	$	3,697	$	3,778

____________________

(1)

These amounts were paid into the relevant RMBS transactions (rather than to the Company as in most settlements) and distributed in accordance with the priority of payments set out in the relevant transaction documents. Because the Company may insure only a portion of the capital structure of a transaction, such payments will not necessarily directly benefit the Company dollar-for-dollar, especially in first lien transactions.

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Based on this success, the Company has included in its net expected loss estimates as of ~~March 31,~~June 30, 2014 an estimated net benefit related to breaches of R&W of $~~721~~651 million, which includes $~~384~~377 million from agreements with R&W providers and $~~337~~274 million in transactions where the Company does not yet have such an agreement, all net of reinsurance.

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Representations and Warranties Agreements (1)


	Agreement Date	Current Net Par Covered		Receipts to March 31, 2014 (net of reinsurance)		Estimated Future Receipts (net of reinsurance)		Eligible Assets Held in Trust (gross of reinsurance)		Agreement Date	Current Net Par Covered		Receipts to June 30, 2014 (net of reinsurance)		Estimated Future Receipts (net of reinsurance)		Eligible Assets Held in Trust (gross of reinsurance)
	(in millions)									(in millions)
Bank of America - First Lien	April 2011	$	1,023	$	490	$	195	$	585	April 2011	$	999	$	500	$	220	$	593
Bank of America - Second Lien	April 2011	1,335		968		NA		NA		April 2011	1,292		968		NA		NA
Deutsche Bank	May 2012 and October 2013	1,649		235		100		142		May 2012 and October 2013	1,582		245		96		139
UBS	May 2013	778		410		33		147		May 2013	754		420		18		129
Others	Various	1,019		394		56		NA		Various	1,153		453		43		NA
Total		$	5,804	$	2,497	$	384	$	874		$	5,780	$	2,586	$	377	$	861

____________________

(1)

This table relates to past and projected future recoveries under R&W and related agreements. Excluded from this table is the $~~337~~274 million of future net recoveries the Company projects receiving from R&W counterparties in transactions with $~~1,379~~1,174 million of net par outstanding as of ~~March 31,~~June 30, 2014 not covered by current agreements. ~~Also excluded from this table is~~ ~~$773 million~~ ~~of net par partially covered by agreements but for which the Company projects receiving additional amounts.~~

The Company's agreements with the counterparties specifically named in the table above required an initial payment to the Company to reimburse it for past claims as well as an obligation to reimburse it for a portion of future claims. The named counterparties placed eligible assets in trust to collateralize their future reimbursement obligations, and the amount of collateral they are required to post may be increased or decreased from time to time as determined by rating agency requirements. Reimbursement payments under these agreements are made either monthly or quarterly and have been made timely. With respect to the reimbursement for future claims:

Bank of America. Under the Company's agreement with Bank of America Corporation and certain of its subsidiaries (“Bank of America”), Bank of America agreed to reimburse the Company for 80% of claims on the first lien transactions covered by the agreement that the Company 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,~~June 30, 2014 aggregate lifetime collateral losses on those transactions was $~~3.9~~4.0 billion, and the Company was projecting in its base case that such collateral losses would eventually reach $5.1 billion.

Deutsche Bank. Under the Company's May 2012 agreement with Deutsche Bank AG and certain of its affiliates (collectively, “Deutsche Bank”), Deutsche Bank agreed to reimburse the Company 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 aggregate lifetime claims (before reimbursement) reach $319 million. As of ~~March 31,~~June 30, 2014, the Company 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.

The agreement also requires Deutsche Bank to reimburse AGC for future claims it pays on certain RMBS re-securitizations. The amount available for reimbursement of claim payments is based on a percentage of the losses that occur in certain uninsured tranches (“Uninsured Tranches”) within the eight transactions described above: 60% of losses on the Uninsured Tranches (up to $141 million of losses), 60% of such losses (for losses between $161 million and $185 million), and 100% of such losses (for losses from $185 million to $248 million). Losses on the Uninsured Tranches from $141 million to $161 million and above $248 million are not included in the calculation of AGC's reimbursement amount for re-securitization claim payments. As of ~~March 31,~~June 30, 2014, the Company was projecting in its base case that losses on the Uninsured Tranches would be $153 million. Pursuant to the CDS termination on October 10, 2013 described below, a portion of Deutsche Bank's reimbursement obligation was applied to the terminated CDS. After giving effect to application of the portion of the reimbursement obligation to the terminated

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CDS, as well as to reimbursements related to other covered RMBS re-securitizations, and based on the Company's base case projections for losses on the Uninsured Tranches, the Company expects that $2421 million will be available to reimburse AGC for re-securitization claim payments on the remaining re-securitizations. Except for the reimbursement obligation based on losses occurring on the Uninsured Tranches and the termination agreed to described below, the agreement with Deutsche Bank does not cover transactions where the Company has provided protection to Deutsche Bank on RMBS transactions in CDS form.

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On October 10, 2013, the Company and Deutsche Bank terminated one below investment grade transaction under which the Company had provided credit protection to Deutsche Bank through a CDS. The transaction had a net par outstanding of $294 million at the time of termination. In connection with the termination, Assured Guaranty agreed to release to Deutsche Bank $60 million of assets held in trust that was in excess of the amount of assets required to be held in trust for regulatory and rating agency capital relief.

UBS. On May 6, 2013, the Company entered into an agreement with UBS Real Estate Securities Inc. and affiliates ("UBS") and a third party resolving the Company’s claims and liabilities related to specified RMBS transactions that were issued, underwritten or sponsored by UBS and insured by AGM or AGC under financial guaranty insurance policies. Under the agreement, UBS agreed to reimburse the Company for 85% of future losses on three first lien RMBS transactions.

In addition to the agreements mentioned above, the Company entered into several other agreements with other R&W counterparties over the past several years. The results of those settlements have been included in the changes in the benefit for R&W in the appropriate reporting periods.

The Company calculated an expected recovery of $~~337~~274 million from breaches of R&W in transactions not covered by agreements with $~~1,379~~1,174 million of net par outstanding as of ~~March 31,~~June 30, 2014 ~~and~~ ~~$773 million~~ ~~of net par partially covered by agreements but for which the Company projects receiving additional amounts.~~. The Company did not incorporate any gain contingencies from potential litigation in its estimated repurchases. The amount the Company will ultimately recover related to such contractual R&W is uncertain and subject to a number of factors including the counterparty's ability to pay, the number and loss amount of loans determined to have breached R&W and, potentially, negotiated settlements or litigation recoveries. As such, the Company's estimate of recoveries is uncertain and actual amounts realized may differ significantly from these estimates. In arriving at the expected recovery from breaches of R&W not already covered by agreements, the Company considered the creditworthiness of the provider of the R&W, the number of breaches found on defaulted loans, the success rate in resolving these breaches across those transactions where material repurchases have been made and the potential amount of time until the recovery is realized. The calculation of expected recovery from breaches of such contractual R&W involved a variety of scenarios which ranged from the Company recovering substantially all of the losses it incurred due to violations of R&W to the Company realizing limited recoveries. These scenarios were probability weighted in order to determine the recovery incorporated into the Company's estimate of expected losses. This approach was used for both loans that had already defaulted and those assumed to default in the future. The Company adjusts the calculation of its expected recovery from breaches of R&W based on changing facts and circumstances with respect to each counterparty and transaction.

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 (whether pursuant to an R&W agreement or not) 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 (whether pursuant to an R&W agreement or not) generally will also decrease, subject to the agreement limits and thresholds described above.

The Company accounts for the loss sharing obligations under the R&W agreements on financial guaranty insurance contracts as subrogation, offsetting the losses it projects by an R&W benefit from the relevant party for the applicable portion of the projected loss amount. Proceeds projected to be reimbursed to the Company on transactions where the Company has already paid claims are viewed as a recovery on paid losses. For transactions where the Company has not already paid claims, projected recoveries reduce projected loss estimates. In either case, projected recoveries have no effect on the amount of the Company's exposure. See Notes 7, Fair Value Measurement and 9, Consolidated Variable Interest Entities.

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U.S. RMBS Risks with R&W Benefit


	Number of Risks (1) as of		Debt Service as of				Number of Risks (1) as of		Debt Service as of
	March 31, 2014	December 31, 2013	March 31, 2014		December 31, 2013		June 30, 2014	December 31, 2013	June 30, 2014		December 31, 2013
			(dollars in millions)						(dollars in millions)
Prime first lien	1	1	$	36	$	38	1	1	$	35	$	38
Alt-A first lien	20	19	2,791		2,856		23	19	2,739		2,856
Option ARM	10	9	589		641		10	9	553		641
Subprime	5	5	985		998		4	5	668		998
Closed-end second lien	4	4	155		158		4	4	149		158
HELOC	5	4	141		320		2	4	70		320
Total	45	42	$	4,697	$	5,011	44	42	$	4,214	$	5,011

____________________

(1) A risk represents the aggregate of the financial guaranty policies that share the same revenue source for purposes of making Debt Service payments. This table shows the full future Debt Service (not just the amount of Debt Service expected to be reimbursed) for risks with projected future R&W benefit, whether pursuant to an agreement or not.

The following table provides a breakdown of the development and accretion amount in the roll forward of estimated recoveries associated with ~~alleged~~claims for breaches of R&W.

Components of R&W Development


	First Quarter				Second Quarter						Six Months
	2014		2013		2014			2013			2014			2013
	(in millions)				(in millions)
Change in recovery assumptions as the result of additional file review and recovery success	$	10	$	11
Inclusion or removal of deals with breaches of R&W during period					$	—		$	6		$	—		$	6
Change in recovery assumptions as the result of recovery success					17			6			27			17
Estimated increase (decrease) in defaults that will result in additional (lower) breaches	0		1		(11		)	(4		)	(11		)	(3		)
Settlements and anticipated settlements	35		142		10			38			45			180
Accretion of discount on balance	3		3		3			5			6			8
Total	$	48	$	157	$	19		$	51		$	67		$	208

“XXX” Life Insurance Transactions

The Company’s $2.7 billion net par of XXX life insurance transactions as of ~~March 31,~~June 30, 2014 ~~include~~includes $598 million rated BIG. The BIG “XXX” life insurance reserve securitizations are based on discrete blocks of individual life insurance business. In each such transaction the monies raised by the sale of the bonds insured by the Company were used to capitalize a special purpose vehicle that provides reinsurance to a life insurer or reinsurer. The monies are invested at inception in accounts managed by third-party investment managers.

The BIG “XXX” life insurance transactions consist of two transactions, notes issued by each of Ballantyne Re p.l.c and Orkney Re II p.l.c. These transactions had material amounts of their assets invested in U.S. ~~RMBS transactions.~~RMBS. Based on its analysis of the information currently available, including estimates of future investment performance, and projected credit impairments on the invested assets and performance of the blocks of life insurance business at ~~March 31,~~June 30, 2014, the Company’s projected net expected loss to be paid is $8587 million. The ~~overall increase of~~economic loss development during Second Quarter 2014 was approximately $123 million, which was due primarily to a decrease in ~~expected~~the risk free rates used to discount the long dated losses. The economic loss ~~to be paid~~development during Six Months 2014 was approximately ~~First Quarter 2014~~$16 million is, which was due primarily to changes in lapse assumptions on the underlying life insurance policies inof one of the ~~Ballantyne Re p.l.c transaction~~XXX transactions and a decrease in the risk free rates used to discount the losses.

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Trust Preferred Securities Collateralized Debt Obligations

The Company has insured or reinsured $4.7 billion of net par (71% of which is in CDS form) of collateralized debt obligations (“CDOs”) backed by TruPS and similar debt instruments, or “TruPS CDOs.” Of the $4.7 billion, $1.6 billion is rated BIG. The underlying collateral in the TruPS CDOs consists of subordinated debt instruments such as TruPS issued by bank holding companies and similar instruments issued by insurance companies, real estate investment trusts (“REITs”) and other real estate related issuers.

The Company projects losses for TruPS CDOs by projecting the performance of the asset pools across several scenarios (which it weights) and applying the CDO structures to the resulting cash flows. At June 30, 2014, the Company has projected expected losses to be paid for TruPS CDOs of $32 million. There was not any significant economic loss development during Second Quarter 2014 on the Company’s TruPS insured portfolio. During Six Months 2014, there was positive economic development of approximately $19 million, which was due primarily to improving collateral performance during the first quarter of 2014.

Manufactured Housing

The Company insures or reinsures a total of $239 million net par of securities backed by manufactured housing loans, of which $169 million is rated BIG. The Company has expected loss to be paid of $26 million as of June 30, 2014. The economic loss development during both the Second Quarter 2014 and Six Months 2014 was approximately $1 million.

Student Loan Transactions

The Company has insured or reinsured $~~2.8~~2.7 billion net par of student loan securitizations, of which $1.9 billion was issued by private issuers and classified as asset-backed and $~~0.9~~0.8 billion was issued by public authorities and classified as public finance. Of these amounts, $~~204~~201 million and $~~251~~248 million, respectively, are rated BIG. The Company is projecting approximately $6873 million of net expected loss to be paid in these portfolios. In general, the losses are due to: (i) the poor credit performance of private student loan collateral and high loss severities, or (ii) high interest rates on auction rate securities with respect to which the auctions have failed. The largest of these losses was approximately $2832 million and related to a transaction backed by a pool of private student loans assumed by AG Re from another monoline insurer. The guaranteed bonds were issued as auction rate securities that now bear a high rate of interest due to the downgrade of the primary insurer’s financial strength rating. Further, the underlying loan collateral has performed below expectations. The ~~overall increase of~~ ~~$4 million~~ ~~in net expected~~economic loss development during ~~First~~Second Quarter 2014 was approximately $5 million, which is primarily due to a decrease in the risk free rates used to discount the losses along with an increase in the assumed commutation price in the primary insurer commutation scenarios run as part of the Company's loss calculations. The economic loss development during Six Months 2014 was approximately $8 million, which, in addition to the second quarter effects mentioned above, was also due to a decrease during the first quarter 2014 in the risk free rates used to discount the losses along with some deterioration in collateral ~~performance.~~

~~Trust Preferred Securities Collateralized Debt Obligations~~

~~The Company has insured or reinsured~~ ~~$4.8 billion~~ ~~of net par (71%~~ ~~of which is in CDS form) of collateralized debt obligations (“CDOs”) backed by TruPS and similar debt instruments, or “TruPS CDOs.” Of~~performance during the ~~$4.8 billion, $1.6 billion~~ is rated BIG. The underlying collateral in the TruPS CDOs consists of subordinated debt instruments such as TruPS issued by bank holding companies and similar instruments issued by insurance companies, real estate investment trusts (“REITs”) and other real estate related issuers.

~~The Company projects losses for TruPS CDOs by projecting the performance of the asset pools across several scenarios (which it weights) and applying the CDO structures to the resulting cash flows. At~~ ~~March 31, 2014, the Company has projected expected losses to be paid for TruPS CDOs of~~ ~~$32 million. The decrease of approximately~~ ~~$19 million~~ in ~~First Quarter 2014~~ ~~was due primarily to improving collateral performance.~~first quarter 2014.

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 $5.3 billion net par. The Company rates $5.1 billion net par of that amount BIG. 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 "Puerto Rico Exposure" in Note 3, Outstanding Exposure.

Many U.S. municipalities and related entities continue to be under increased pressure, and a few have filed for protection under the U.S. Bankruptcy Code, entered into state processes designed to help municipalities in fiscal distress or otherwise indicated they may consider not meeting their obligations to make timely payments on their debts. Given some of these developments, and the circumstances surrounding each instance, the ultimate outcome cannot be certain and may lead to an increase in defaults on some of the Company's insured public finance obligations. The Company will continue to analyze developments in each of these matters closely. The municipalities whose obligations the Company has insured that have filed for protection under Chapter 9 of the U.S Bankruptcy Code and have not been resolved are: Detroit, Michigan and Stockton, California.

The Company insures general obligation bonds of the Commonwealth of Puerto Rico and various obligations of its related authorities and public corporations aggregating $5.2 billion net par. The Company rates $5.0 billion net par of that amount 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 "Puerto Rico Exposure" in Note 3, Outstanding Exposure.

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The Company has net par exposure to the City of Detroit, Michigan of $2.1 billion as of ~~March 31,~~June 30, 2014. On July 18, 2013, the City of Detroit filed for bankruptcy under Chapter 9 of the U.S. Bankruptcy Code. The City has filed a proposed plan of adjustment and disclosure statement with the Bankruptcy Court.

Most of the Company's net par exposure relates to $1.0 billion of sewer revenue bonds and $784 million of water revenue bonds, both of which the Company rates BBB. Both the sewer and water systems provide services to areas that extend beyond the city limits, and the bonds are secured by a lien on "special revenues." On August 7, 2014, the City announced tender offers for approximately $5.2 billion of outstanding sewer and water revenue bonds. Under the terms of the tender offer, bondholders who wish to participate must advise the City of their intention to sell bonds to the City by August 21, 2014, and the City expects to advise bondholders on August 22, 2014 whether the offers are accepted and if the City intends to repurchase the bonds. If the City completes the purchase of bonds subject to the tender offer, on the closing date of such purchase, it will file an amended plan of adjustment with the Bankruptcy Court that would amend the provisions contained in the current plan of adjustment that impair certain classes of the bonds, including those provisions which provide for the impairment of interest rates and call protection on such bonds. Under such amended plan of adjustment, all bonds that are not purchased pursuant to the tender offer would be unimpaired.

The Company ~~also~~ has net par exposure of $~~146~~128 million to the City's general obligation bonds, ~~(which~~which are secured by a pledge of the unlimited tax, full faith, credit and resources of the City and the specific ad valorem taxes approved by the voters solely to pay debt service on the general obligation ~~bonds) and~~ ~~$175 million~~ ~~of the City's Certificates of Participation (which are unsecured unconditional contractual obligations of the City), both of which the~~bonds. The Company rates this exposure BIG. On April 9, 2014, the City and the Company reached a tentative settlement with respect to the treatment of the unlimited tax general obligation bonds insured by the Company. The agreement provides for the confirmation of both the secured status of such general obligation bonds and the existence of a valid lien on the City’s pledged property tax revenues, a finding that such revenues constitute “special revenues” under the U.S. Bankruptcy Code, and the provision of additional security for such general obligation bonds in the form of a statutory lien on, and intercept of, the City’s distributable state aid. After giving effect to post-petition payments made by Assured Guaranty on such general obligation bonds, the settlement results in a minimum ultimate recovery of approximately 74% on such general obligation bonds, with the ability to

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achieve a higher ultimate recovery rate over time if other debt creditors’ recoveries reach certain specified thresholds. The settlement is subject to a number of conditions, including confirmation of a plan of adjustment.

The ~~City~~Company has ~~filed a proposed plan~~net par exposure of ~~adjustment and disclosure statement with~~$175 million to the ~~Bankruptcy Court, amended most recently on April 16, 2014.~~City's Certificates of Participation, which are unsecured unconditional contractual obligations of the City. The Company rates this exposure BIG.

On June 28, 2012, the City of Stockton, California filed for bankruptcy protection under Chapter 9 of the U.S. Bankruptcy Code. The Company's net exposure to the City's general fund is $119 million, consisting of pension obligation bonds. The Company also had exposure to lease ~~obligation~~revenue bonds; as of ~~March 31,~~June 30, 2014, the Company owned all of such bonds and held them in its investment portfolio. ~~As of March 31, 2014, the Company had paid~~ ~~$32 million~~ ~~in net claims.~~ On October 3, 2013, the Company reached a tentative settlement with the City regarding the treatment of the bonds insured by the Company in the City's proposed plan of adjustment. Under the terms of the settlement, the Company will continue to receive ~~title to~~net revenues from an office building ~~the ground lease of which secures the lease revenue bonds,~~and an option to take title to that building, and will ~~also~~ be entitled to certain fixed payments and certain variable payments contingent on the City's revenue growth. The settlement is subject to a number of conditions, including a sales tax increase (which was approved by voters on November 5, 2013), confirmation of a plan of adjustment that implements the terms of the settlement and definitive documentation. Pursuant to an order of the Bankruptcy Court, the City held a vote of its creditors on its proposed plan of adjustment; all but one of the classes polled voted to accept the plan. The court proceeding to determine whether to confirm the plan of adjustment ~~is expected to begin~~began in May 2014 and is scheduled to continue through October 2014. The Company expects the plan to be confirmed and implemented ~~during~~at the end of 2014.

The Company has $337 million of net par exposure to the Louisville Arena Authority. The bond proceeds were used to construct the KFC Yum Center, home to the University of Louisville men's and women's basketball teams. Actual revenues available for Debt Service are well below original projections, and under the Company's internal rating scale, the transaction is BIG.

The Company projects that its total future expected net loss across its troubled U.S. public finance credits as of ~~March 31,~~June 30, 2014 will be $~~281~~339 million~~. As~~, compared with a net expected loss of $281 million as of March 31, 2014 and $264 million as of December 31, 2013 ~~the Company~~. Economic loss development in Second Quarter 2014 was ~~projecting a net expected loss of $264~~$82 million, ~~across its troubled U.S. public finance credits. The net increase of $17 million in expected loss~~which was primarily attributable to ~~negative developments with respect to the City of Detroit offset,~~certain Puerto Rico exposures. Economic loss development in ~~part, by the modest reduction in exposure~~Six Months 2014 was approximately $105 million, which was also primarily attributable to Puerto ~~Rico.~~Rico in addition to development on Detroit exposures.

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Certain Selected European Country Transactions

The Company insures and reinsures credits with sub-sovereign exposure to various Spanish and Portuguese issuers where a Spanish and Portuguese sovereign default may cause the regions also to default. The Company's gross exposure to these Spanish and Portuguese credits is €435 million and €9288 million, respectively and exposure net of reinsurance for Spanish and Portuguese credits is €312 million and €8077 million, respectively. The Company rates most of these issuers in the BB category due to the financial condition of Spain and Portugal and their dependence on the sovereign. The Company's Hungary exposure is to infrastructure bonds dependent on payments from Hungarian governmental entities and covered mortgage bonds issued by Hungarian banks. The Company's gross exposure to these Hungarian credits is $~~623~~618 million and its exposure net of reinsurance is $~~587~~583 million, all of which all is rated BIG. The Company estimated net expected losses of $5150 million related to these Spanish, Portuguese and Hungarian ~~credits, which is largely unchanged from~~credits. The economic loss development during both the ~~amount reported as of December 31, 2013.~~

~~Manufactured Housing~~

~~The Company insures or reinsures a total of~~Second Quarter 2014 and Six Months 2014 was approximately $~~248~~1 million ~~net par of securities backed by manufactured housing loans, of which~~ ~~$175 million~~ ~~is rated BIG. The Company has expected loss to be paid of~~ ~~$27 million~~ ~~as of~~ ~~March 31, 2014, up from~~ ~~$26 million~~ ~~as of December 31, 2013, due primarily to the decrease in risk free rates used to discount losses.~~.

Infrastructure Finance

The Company has insured exposure of approximately ~~$3.0~~$3.1 billion to infrastructure transactions with refinancing risk as to which the Company may need to make claim payments that it did not anticipate paying when the policies were issued. Although the Company may not experience ultimate loss on a particular transaction, the aggregate amount of the claim payments may be substantial and reimbursement may not occur for an extended time, if at all. These transactions generally involve long-term infrastructure projects that were financed by bonds that mature prior to the expiration of the project concession. The Company expected the cash flows from these projects to be sufficient to repay all of the debt over the life of the project concession, but also expected the debt to be refinanced in the market at or prior to its maturity. ~~Due~~If the issuer is unable to refinance the debt due to market conditions, the Company may have to pay a claim when the debt matures, and then recover its payment from cash flows produced by the project in the future. The Company generally projects that in most scenarios it will be fully reimbursed for

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such payments. However, the recovery of the payments is uncertain and may take from 10 to 35 years, depending on the transaction and the performance of the underlying collateral. The Company estimates total claims for the ~~remaining~~ two largest transactions with significant refinancing risk, assuming no refinancing, and based on certain performance assumptions could be $1.8 billion on a gross basis; such claims would be payable from 2017 through 2022.

Recovery Litigation

RMBS Transactions

As of the date of this filing, AGM and AGC have lawsuits pending against providers of representations and warranties in U.S. RMBS transactions insured by them, seeking damages. In all the lawsuits, AGM and AGC have alleged breaches of R&W in respect of the underlying loans in the transactions, and failure to cure or repurchase defective loans identified by AGM and AGC to such persons.

Deutsche Bank: AGM has sued Deutsche Bank AG affiliates DB Structured Products, Inc. and ACE Securities Corp. in the Supreme Court of the State of New York on the ACE Securities Corp. Home Equity Loan Trust, Series 2006-GP1 second lien transaction.

Credit Suisse: AGM and AGC have sued DLJ Mortgage Capital, Inc. (“DLJ”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) on first lien U.S. RMBS transactions insured by them. Although DLJ and Credit Suisse successfully dismissed certain causes of action and claims for relief asserted in the complaint, the primary causes of action against DLJ for breach of R&W and breach of its repurchase obligations remained. On May 6, 2014, the Appellate Division, First Department unanimously reversed certain aspects of the partial dismissal by the Supreme Court of the State of New York of certain claims for relief by holding as a matter of law that AGM’s and AGC’s remedies for breach of R&W are not limited to the repurchase remedy. AGM and AGC ~~had~~ filed an amended complaint against DLJ and Credit Suisse (and added Credit Suisse First Boston Mortgage Securities Corp. as a defendant), asserting claims of fraud and material misrepresentation in the inducement of an insurance contract, in addition to their existing breach of contract claims. ~~The defendants have~~

On July 3, 2014, the Supreme Court of the State of New York issued decisions in both cases that the court noted were intended to be read together. In the Deutsche Bank action, Deutsche Bank had filed a motion to dismiss certain ~~aspects~~of AGM’s claims as well as a motion for partial summary judgment against AGM. The decision provides that AGM continues to have claims for a breach of contract cause of action, which the court deems to consist of a claim for recovery of the ~~fraud claim against DLJ~~portion of AGM’s paid claims attributable to all loans that breached R&W, not solely for claims attributable to loans that AGM had demanded that Deutsche Bank repurchase prior to the litigation. The court also held that sampling and expert evidence could be used to calculate damages, and that AGM could recover its reasonable litigation costs and expenses. In the Credit Suisse action, the court granted the defendants’ motion to dismiss certain of AGM’s and AGC’s fraud claims and all of the claims against Credit

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Suisse First Boston Mortgage Securities Corp., along with the remaining fraud claims and claims of material misrepresentation in the inducement of an insurance contract. On July 10, 2014, AGM and ~~AGC’s~~AGC filed a notice of appeal of the court’s dismissal action. AGM and AGC continue to have claims for ~~compensatory damages in the form~~breach of ~~all claims paid~~R&W and ~~to be paid by AGM and AGC. The motion to dismiss is currently pending.~~

breach of DLJ’s repurchase obligations.

On March 26, 2013, AGM filed a lawsuit against RBS Securities Inc., RBS Financial Products Inc. and Financial Asset Securities Corp. (collectively, “RBS”) in the United States District Court for the Southern District of New York on the Soundview Home Loan Trust 2007-WMC1 transaction. The complaint alleges that RBS made fraudulent misrepresentations to AGM regarding the quality of the underlying mortgage loans in the transaction and that RBS's misrepresentations induced AGM into issuing a financial guaranty insurance policy in respect of the Class II-A-1 certificates issued in the transaction. On July 19, 2013, AGM amended its complaint to add a claim under Section 3105 of the New York Insurance Law. On March 17, 2014, the court denied RBS' motion to dismiss AGM's fraudulent misrepresentation claims but granted its motion to dismiss the insurance law claim.

“XXX” Life Insurance Transactions

In December 2008, ~~Assured Guaranty (UK) Ltd. (“AGUK”)~~AGUK filed an action against J.P. Morgan Investment Management Inc. (“JPMIM”), the investment manager in the Orkney Re II transaction, in the Supreme Court of the State of New York alleging that JPMIM engaged in breaches of fiduciary duty, gross negligence and breaches of contract based upon its handling of the investments of Orkney Re II. After AGUK’s claims were dismissed with prejudice in January 2010, AGUK was successful in its subsequent motions and appeals and, as of December 2011, all of AGUK’s claims for breaches of fiduciary duty, gross negligence and contract were reinstated in full. Separately, at the trial court level, discovery is ongoing.

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6. Financial Guaranty Insurance Losses

Insurance Contracts' Loss Information

The following table provides balance sheet information on loss and LAE reserves and salvage and subrogation recoverable, net of reinsurance.

Loss and LAE Reserve and Salvage and Subrogation Recoverable

Net of Reinsurance

Insurance Contracts


	As of March 31, 2014									As of December 31, 2013									As of June 30, 2014									As of December 31, 2013
	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)			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)																		(in millions)
U.S. RMBS:
First lien:
Prime first lien	$	3		$	—		$	3		$	3		$	—		$	3		$	3		$	—		$	3		$	3		$	—		$	3
Alt-A first lien	112			—			112			108			—			108			121			—			121			108			—			108
Option ARM	19			57			(38		)	22			47			(25		)	18			80			(62		)	22			47			(25		)
Subprime	135			1			134			143			2			141			186			2			184			143			2			141
First lien	269			58			211			276			49			227			328			82			246			276			49			227
Second lien:
Closed-end second lien	5			43			(38		)	5			45			(40		)	4			43			(39		)	5			45			(40		)
HELOC	6			117			(111		)	5			127			(122		)	3			127			(124		)	5			127			(122		)
Second lien	11			160			(149		)	10			172			(162		)	7			170			(163		)	10			172			(162		)
Total U.S. RMBS	280			218			62			286			221			65			335			252			83			286			221			65
TruPS	1			—			1			2			—			2			0			—			0			2			—			2
Other structured finance	159			5			154			145			6			139			162			4			158			145			6			139
U.S. public finance	212			8			204			189			8			181			272			7			265			189			8			181
Non-U.S. public finance	36			—			36			35			—			35			34			—			34			35			—			35
Financial guaranty	688			231			457			657			235			422			803			263			540			657			235			422
Other	1			5			(4		)	2			5			(3		)	2			6			(4		)	2			5			(3		)
Subtotal	689			236			453			659			240			419			805			269			536			659			240			419
Effect of consolidating FG VIEs	(90		)	(17		)	(73		)	(103		)	(85		)	(18		)	(89		)	(16		)	(73		)	(103		)	(85		)	(18		)
Total (1)	$	599		$	219		$	380		$	556		$	155		$	401		$	716		$	253		$	463		$	556		$	155		$	401

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

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The following table reconciles the reported gross and ceded reserve and salvage and subrogation amount to the financial guaranty net reserves (salvage) in the financial guaranty BIG transaction loss summary tables.

Components of Net Reserves (Salvage)

Insurance Contracts


	As of March 31, 2014			As of December 31, 2013			As of June 30, 2014			As of December 31, 2013
	(in millions)						(in millions)
Loss and LAE reserve	$	636		$	592		$	775		$	592
Reinsurance recoverable on unpaid losses	(37		)	(36		)	(59		)	(36		)
Loss and LAE reserve, net	599			556			716			556
Salvage and subrogation recoverable	(241		)	(174		)	(273		)	(174		)
Salvage and subrogation payable(1)	22			19			20			19
Salvage and subrogation recoverable, net	(219		)	(155		)	(253		)	(155		)
Subtotal	380			401			463			401
Other recoverables(2)	(17		)	(15		)	(15		)	(15		)
Net reserves (salvage)	363			386			448			386
Less: other (non-financial guaranty business)	(4		)	(3		)	(4		)	(3		)
Net reserves (salvage)	$	367		$	389		$	452		$	389

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


(2)	R&W recoverables recorded in other assets on the consolidated balance sheet.

Balance Sheet Classification of

Net Expected Recoveries for Breaches of R&W

Insurance Contracts


	As of March 31, 2014							As of December 31, 2013							As of June 30, 2014							As of December 31, 2013
	For all Financial Guaranty Insurance Contracts		Effect of Consolidating FG VIEs			Reported on Balance Sheet(1)		For all Financial Guaranty Insurance Contracts		Effect of Consolidating FG VIEs			Reported on Balance Sheet(1)		For all Financial Guaranty Insurance Contracts		Effect of Consolidating FG VIEs			Reported on Balance Sheet(1)		For all Financial Guaranty Insurance Contracts		Effect of Consolidating FG VIEs			Reported on Balance Sheet(1)
	(in millions)														(in millions)
Salvage and subrogation recoverable, net	$	126	$	—		$	126	$	122	$	(49	)	$	73	$	132	$	—		$	132	$	122	$	(49	)	$	73
Loss and LAE reserve, net	378		(14		)	364		363		(24		)	339		317		(13		)	304		363		(24		)	339

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(1)	The remaining benefit for R&W is either recorded at fair value in FG VIE assets, or not recorded on the balance sheet until the total loss, net of R&W, exceeds unearned premium reserve.

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 payments that have been made but have not yet been expensed, (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).

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Reconciliation of Net Expected Loss to be Paid and

Net Expected Loss to be Expensed

Financial Guaranty Insurance Contracts


	As of March 31, 2014			As of June 30, 2014
	(in millions)			(in millions)
Net expected loss to be paid	$	816		$	892
Less: net expected loss to be paid for FG VIEs	108			108
Total	708			784
Contra-paid, net	50			38
Salvage and subrogation recoverable, net of reinsurance	214			247
Loss and LAE reserve, net of reinsurance	(598		)	(714		)
Other recoveries (1)	17			15
Net expected loss to be expensed (2)	$	391
Net expected loss to be expensed (Present value) (2)				$	370

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(1)	R&W recoverables recorded in other assets on the consolidated balance sheet.


(2)	Excludes $8482 million as of ~~March 31,~~June 30, 2014, related to consolidated FG VIEs.

The following table provides a schedule of the expected timing of net expected losses to be expensed. The amount and timing of actual loss and LAE may differ from the estimates shown below due to factors such as refundings, 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

Insurance Contracts


	As of March 31, 2014		As of June 30, 2014
	(in millions)		(in millions)
2014 (April 1– June 30)	$	12
2014 (July 1– September 30)	11		$	10
2014 (October 1–December 31)	10		10
2015	42		39
2016	38		36
2017	31		30
2018	28		27
2019 - 2023	98		96
2024 - 2028	57		57
2029 - 2033	37		37
After 2033	27		28
Net expected loss to be expensed(1)	391
Net expected loss to be expensed (Present value) (1)			370
Discount	419		435
Total future value	$	810	$	805

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(1)	Consolidation of FG VIEs resulted in reductions of $8482 million in net expected loss to be expensed ~~which is~~ on a present value basis.

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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						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
Structured Finance:	(in millions)												(in millions)
U.S. RMBS:
First lien:
Prime first lien	$	0		$	—		$	0		$	0		$	0		$	0
Alt-A first lien	7			9			10			(9		)	17			0
Option ARM	(8		)	(83		)	(22		)	22			(30		)	(61		)
Subprime	(8		)	11			10			23			2			34
First lien	(9		)	(63		)	(2		)	36			(11		)	(27		)
Second lien:
Closed-end second lien	—			20			(1		)	(1		)	(1		)	19
HELOC	8			3			(18		)	(19		)	(10		)	(16		)
Second lien	8			23			(19		)	(20		)	(11		)	3
Total U.S. RMBS	(1		)	(40		)	(21		)	16			(22		)	(24		)
TruPS	(1		)	—			0			(1		)	(1		)	(1		)
Other structured finance	16			(12		)	4			(9		)	20			(21		)
Structured finance	14			(52		)	(17		)	6			(3		)	(46		)
Public Finance:
U.S. public finance	26			(4		)	83			78			109			74
Non-U.S. public finance	1			1			(1		)	—			0			1
Public finance	27			(3		)	82			78			109			75
Subtotal	41			(55		)	65			84			106			29
Other	(1		)	—			0			—			(1		)	—
Loss and LAE insurance contracts before FG VIE consolidation	40			(55		)
Loss and LAE on insurance contracts before FG VIE consolidation							65			84			105			29
Effect of consolidating FG VIEs	1			7			(8		)	(22		)	(7		)	(15		)
Loss and LAE	$	41		$	(48	)	$	57		$	62		$	98		$	14

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

Financial Guaranty Insurance

BIG Transaction Loss Summary

As of ~~March 31,~~June 30, 2014


	BIG Categories																												BIG Categories
	BIG 1						BIG 2						BIG 3						Total BIG, Net				Effect of Consolidating FG VIEs			Total			BIG 1						BIG 2						BIG 3						Total BIG, Net			Effect of Consolidating FG VIEs			Total
	Gross			Ceded			Gross			Ceded			Gross			Ceded						Gross				Total			Ceded			Gross			Ceded			Gross			Ceded						Total BIG, Net			Effect of Consolidating FG VIEs			Total
	(dollars in millions)																												(dollars in millions)
Number of risks(1)	193			(74		)	80			(23		)	109			(32		)	Total BIG, Net		382		Effect of Consolidating FG VIEs			—				382		184			(71		)	84			(21		)	113			(35		)	381			—			381
Remaining weighted-average contract period (in years)	10.2			7.9			8.3			5.6			10.0			8.5			10.4				—			10.4			9.9			7.4			9.6			9.0			9.9			7.6			10.3			—			10.3
Outstanding exposure:
Principal	$	14,981		$	(2,739	)	$	2,412		$	(159	)	$	2,980		$	(108	)	$	17,367			$	—		$	17,367		$	14,049		$	(2,436	)	$	2,918		$	(310	)	$	3,020		$	(137	)	$	17,104		$	—		$	17,104
Interest	7,836			(1,107		)	1,139			(52		)	1,197			(40		)	8,973				—			8,973			7,204			(942		)	1,473			(134		)	1,204			(48		)	8,757			—			8,757
Total(2)	$	22,817		$	(3,846	)	$	3,551		$	(211	)	$	4,177		$	(148	)	$	26,340			$	—		$	26,340		$	21,253		$	(3,378	)	$	4,391		$	(444	)	$	4,224		$	(185	)	$	25,861		$	—		$	25,861
Expected cash outflows (inflows)	$	1,901		$	(528	)	$	727		$	(33	)	$	1,695		$	(59	)	$	3,703			$	(358	)	$	3,345		$	1,812		$	(502	)	$	752		$	(55	)	$	1,738		$	(71	)	$	3,674		$	(354	)	$	3,320
Potential recoveries
Undiscounted R&W	(174		)	10			(108		)	4			(374		)	14			(628		)		15			(613		)	(159		)	3			(81		)	3			(336		)	13			(557		)	14			(543		)
Other(3)	(1,780		)	506			(255		)	17			(302		)	18			(1,796		)		191			(1,605		)	(1,773		)	489			(175		)	5			(319		)	26			(1,747		)	189			(1,558		)
Total potential recoveries	(1,954		)	516			(363		)	21			(676		)	32			(2,424		)		206			(2,218		)	(1,932		)	492			(256		)	8			(655		)	39			(2,304		)	203			(2,101		)
Subtotal	(53		)	(12		)	364			(12		)	1,019			(27		)	1,279				(152		)	1,127			(120		)	(10		)	496			(47		)	1,083			(32		)	1,370			(151		)	1,219
Discount	13			1			(120		)	3			(366		)	6			(463		)		44			(419		)	20			(1		)	(138		)	10			(378		)	9			(478		)	43			(435		)
Present value of expected cash flows	$	(40	)	$	(11	)	$	244		$	(9	)	$	653		$	(21	)	$	816			$	(108	)	$	708		$	(100	)	$	(11	)	$	358		$	(37	)	$	705		$	(23	)	$	892		$	(108	)	$	784
Deferred premium revenue	$	521		$	(93	)	$	148		$	(7	)	$	262		$	(17	)	$	814			$	(128	)	$	686		$	482		$	(82	)	$	143		$	(7	)	$	270		$	(23	)	$	783		$	(124	)	$	659
Reserves (salvage)(4)	$	(137	)	$	5		$	133		$	(5	)	$	458		$	(14	)	$	440			$	(73	)	$	367		$	(185	)	$	3		$	247		$	(31	)	$	502		$	(11	)	$	525		$	(73	)	$	452

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Financial Guaranty Insurance

BIG Transaction Loss Summary

As of December 31, 2013



	BIG Categories
	BIG 1						BIG 2						BIG 3						Total BIG, Net			Effect of Consolidating FG VIEs			Total
	Gross			Ceded			Gross			Ceded			Gross			Ceded			Total BIG, Net			Effect of Consolidating FG VIEs			Total
	(dollars in millions)
Number of risks(1)	185			(72		)	80			(24		)	119			(34		)	384			—			384
Remaining weighted-average contract period (in years)	10.5			8.1			8.3			5.9			9.8			7.2			10.5			—			10.5
Outstanding exposure:
Principal	$	15,132		$	(2,741	)	$	2,483		$	(160	)	$	3,189		$	(158	)	$	17,745		$	—		$	17,745
Interest	8,114			(1,144		)	1,181			(53		)	1,244			(52		)	9,290			—			9,290
Total(2)	$	23,246		$	(3,885	)	$	3,664		$	(213	)	$	4,433		$	(210	)	$	27,035		$	—		$	27,035
Expected cash outflows (inflows)	$	1,853		$	(528	)	$	1,038		$	(40	)	$	1,681		$	(62	)	$	3,942		$	(690	)	$	3,252
Potential recoveries
Undiscounted R&W	(105		)	1			(201		)	8			(356		)	13			(640		)	72			(568		)
Other(3)	(1,774		)	513			(470		)	19			(351		)	19			(2,044		)	507			(1,537		)
Total potential recoveries	(1,879		)	514			(671		)	27			(707		)	32			(2,684		)	579			(2,105		)
Subtotal	(26		)	(14		)	367			(13		)	974			(30		)	1,258			(111		)	1,147
Discount	13			—			(126		)	3			(352		)	5			(457		)	51			(406		)
Present value of expected cash flows	$	(13	)	$	(14	)	$	241		$	(10	)	$	622		$	(25	)	$	801		$	(60	)	$	741
Deferred premium revenue	$	517		$	(90	)	$	163		$	(7	)	$	303		$	(27	)	$	859		$	(178	)	$	681
Reserves (salvage)(4)	$	(114	)	$	1		$	117		$	(4	)	$	420		$	(13	)	$	407		$	(18	)	$	389

____________________


(1)	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 and draws on HELOCs.


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

Ratings Impact on Financial Guaranty Business

A downgrade of one of the Company’s insurance subsidiaries 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. Under the swaps, AGM insures periodic payments owed by the municipal obligors to the bank counterparties. Under certain of the swaps, 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 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 $104 million in respect of such termination payments. Taking into

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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 $~~290~~286 million in respect of such termination payments.

As another example, with respect to variable rate demand obligations ("VRDOs") for which a bank has agreed to provide a liquidity facility, a downgrade of AGM or AGC may provide the bank with the right to give notice to bondholders that the bank will terminate the liquidity facility, causing the bondholders to tender their bonds to the bank. Bonds held by the bank accrue interest at a “bank bond rate” that is higher than the rate otherwise borne by the bond (typically the prime rate plus 2.00% — 3.00%, and capped at the lesser of 25% and the maximum legal limit). In the event the bank holds such bonds for longer than a specified period of time, usually 90-180 days, the bank has the right to demand accelerated repayment of bond principal, usually through payment of equal installments over a period of not less than five years. In the event that a municipal obligor is unable to pay interest accruing at the bank bond rate or to pay principal during the shortened amortization period, a claim could be submitted to AGM or AGC under its financial guaranty policy. As of ~~March 31,~~June 30, 2014, AGM and AGC had insured approximately $~~7.0~~6.6 billion net par of VRDOs, of which approximately $~~0.4~~0.3 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 the Company 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 ~~for~~ the ~~withdrawal of~~ GIC holder to terminate the GIC and withdraw the funds in the event of a downgrade of AGM ~~unless the relevant GIC issuer posts collateral~~below A3 or otherwise enhances its credit. Most GICs insured by AGM allow for the termination of the GIC contract and a withdrawal of GIC funds at the option of the GIC holder in the event of a downgrade of AGM below a specified threshold, generally below A- ~~by S&P or A3 by Moody’s,~~, 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 $~~2.6~~2.5 billion as of ~~March 31,~~June 30, 2014 were terminated, the assets of the GIC issuers (which had an aggregate accreted principal of approximately $~~3.9~~3.8 billion and an aggregate market value of approximately $3.7 billion) would be sufficient to fund the withdrawal of the GIC funds.


7.	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~~Six Months 2014, no changes were made to the Company’s valuation models that had or are expected to have, a material impact on the Company’s consolidated balance sheets or statements of operations and comprehensive income.

The Company’s methods for calculating fair value produce a fair value calculation 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.

~~Table of Contents~~

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

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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 within the fair value hierarchy 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, and matrix pricing.~~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, listed in the approximate order of priority 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 are 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.

Prices 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. As of ~~March 31,~~June 30, 2014, the Company used models to price 38 fixed-maturity securities, which was ~~7.3%~~6.5% or $~~787~~748 million of the Company’s fixed-maturity securities and short-term investments at fair value. Certain 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.

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Other Invested Assets

Other invested assets include investments carried and measured at fair value on a recurring basis of $8882 million, and include primarily ~~short-term investments,~~ fixed-maturity securities classified as trading and investments in two vehicles that invest in the global property catastrophe risk market.

Other Assets

Committed Capital Securities

The fair value of committed capital securities ("CCS"), which is recorded in “other assets” on the consolidated balance sheets, represents the difference between the present value of remaining expected put option premium payments under AGC’s CCS (the “AGC CCS”) and AGM’s Committed Preferred Trust Securities (the “AGM CPS”) agreements, and the estimated present value that the Company would hypothetically have to pay currently for a comparable security (see Note 15, Long Term Debt and Credit Facilities). The AGC CCS and AGM CPS are carried at fair value with changes in fair value recorded on the consolidated statement of operations. The estimated current cost of the Company’s CCS is based on several factors, including broker-dealer quotes for the outstanding securities, the U.S. dollar forward swap curve, London Interbank Offered Rate ("LIBOR") curve projections and the term the securities are estimated to remain outstanding.

Supplemental Executive Retirement Plans

The Company classifies the fair value measurement of the assets of the Company's various supplemental executive retirement plans as either Level 1 or Level 2. The fair value of these assets is valued based on the observable published daily values of the underlying mutual fund included in the aforementioned plans (Level 1) or based upon the net asset value of the funds if a published daily value is not available (Level 2). The net asset values are based on observable information.

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 does 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 (except for certain rare circumstances); however, the Company has mutually agreed with various counterparties to terminate certain CDS transactions. Such terminations generally are completed for an amount that approximates the present value of future premiums, not at fair value.

The terms of the Company’s CDS contracts differ from more standardized credit derivative contracts sold by companies outside the financial guaranty industry. The non-standard terms 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~~

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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,~~June 30, 2014 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

Listed below are various inputs and assumptions that are key to the establishment of the Company’s fair value for CDS contracts.

·•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.

The rates used to discount future expected premium cash flows ranged from 0.20% to ~~3.53%~~3.32% at ~~March 31,~~June 30, 2014 and 0.21% to 3.88% at December 31, 2013.

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.

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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.

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.

Information by Credit Spread Type (1)


	As of March 31, 2014		As of December 31, 2013		As of June 30, 2014		As of December 31, 2013
Based on actual collateral specific spreads	6	%	6	%	7	%	6	%
Based on market indices	88	%	88	%	86	%	88	%
Provided by the CDS counterparty	6	%	6	%	7	%	6	%
Total	100	%	100	%	100	%	100	%

____________________

(1) Based on par.

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 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 AGC or AGM. For credit spreads on the Company’s name the Company obtains the quoted price of CDS contracts traded on AGC and AGM from market data sources published by third parties. The cost to acquire CDS protection referencing AGC or 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 AGC or AGM increases, the amount of premium the Company retains on a deal generally decreases. As the cost to acquire CDS protection referencing AGC or 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 ~~24%~~28% , 24% and 61%, based on number of deals, of the Company's CDS contracts are fair valued using this minimum premium as of June 30, 2014, March 31, 2014 and December 31, ~~2013~~,

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2013, respectively. The ~~change period over period is driven by~~percentage of deals that price using the minimum premiums has declined since December 31, 2013 due to AGM's and AGC's credit spreads narrowing as a result of the ~~recent~~ S&P ~~upgrades.~~upgrades in March 2014. As a result of this, the cost to hedge AGC's and AGM's name has declined significantly causing more transactions to price above previously established floor levels. The Company corroborates the assumptions in its fair value model, including the portion of exposure to AGC and AGM hedged by its counterparties, with independent third parties each reporting period. The current level of AGC’s and AGM’s own credit spread has resulted in the bank or deal originator hedging a significant portion of its exposure to AGC and AGM. This reduces the amount of contractual cash flows AGC and 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.~~contracts and taking the present value of such amounts.

Example

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 AGC, when the CDS spread on AGC 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.

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 AGC, when the CDS spread on AGC 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 AGC’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. This credit derivative asset is equal to the difference in premium rates discounted at the corresponding LIBOR over the weighted average remaining life of the contract multiplied by the par outstanding ~~at a given point in time.~~as of the reporting period.

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.

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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.

At ~~March 31,~~June 30, 2014 and December 31, 2013, 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 AGC or 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 9, Consolidated Variable Interest Entities.

The FG VIEs ~~that are consolidated by the Company~~ issued securities collateralized by first lien and second lien RMBS as well as loans and receivables. 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. The pricing is based on a discounted cash flow approach and the third-party’s proprietary pricing models. 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, ~~for the FG VIE tranches insured by the Company,~~ taking 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 also generally sensitive to changes relating to estimated prepayment speeds; market values of the underlying assets; 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/

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appreciation rates based on macroeconomic forecasts. 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

The fair value of the Company’s financial guaranty contracts accounted for as insurance was 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. This amount was based on the pricing assumptions management has observed for portfolio transfers that have occurred in the financial guaranty market and included 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.

Long-Term Debt

The Company’s long-term debt, excluding notes payable, is valued by broker-dealers using third party independent pricing sources and standard market conventions. The market conventions utilize market quotations, market transactions for the Company’s comparable instruments, and to a lesser extent, similar instruments in the broader insurance industry. The fair value measurement was classified as Level 2 in the fair value hierarchy.

The fair value of the notes payable ~~that are recorded within long-term debt~~ 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

The fair value of the other invested assets ~~which consist of assets acquired in refinancing transactions,~~ was determined by calculating the present value of the expected cash flows. The Company uses a market approach to determine discounted future cash flows using market driven discount rates and a variety of assumptions, including a projection of the LIBOR rate and prepayment and default assumptions. 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 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.

4957

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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,~~June 30, 2014


			Fair Value Hierarchy								Fair Value Hierarchy
	Fair Value		Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3
	(in millions)								(in millions)
Assets:
Investment portfolio, available-for-sale:
Fixed-maturity securities
Obligations of state and political subdivisions	$	5,249	$	—	$	5,211	$	38	$	5,500	$	—	$	5,462	$	38
U.S. government and agencies	701		—		701		—		853		—		853		—
Corporate securities	1,427		—		1,289		138		1,413		—		1,307		106
Mortgage-backed securities:
RMBS	1,171		—		812		359		1,171		—		821		350
Commercial mortgage-backed securities ("CMBS")	670		—		670		—		712		—		712		—
Asset-backed securities	554		—		302		252		548		—		294		254
Foreign government securities	322		—		322		—		333		—		333		—
Total fixed-maturity securities	10,094		—		9,307		787		10,530		—		9,782		748
Short-term investments	720		438		282		—		979		583		396		—
Other invested assets (1)	94		—		40		54		89		—		33		56
Credit derivative assets	78		—		—		78		80		—		—		80
FG VIEs’ assets, at fair value	1,257		—		—		1,257		1,284		—		—		1,284
Other assets	77		29		11		37		73		25		17		31
Total assets carried at fair value	$	12,320	$	467	$	9,640	$	2,213	$	13,035	$	608	$	10,228	$	2,199
Liabilities:
Credit derivative liabilities	$	2,001	$	—	$	—	$	2,001	$	1,917	$	—	$	—	$	1,917
FG VIEs’ liabilities with recourse, at fair value	1,346		—		—		1,346		1,366		—		—		1,366
FG VIEs’ liabilities without recourse, at fair value	101		—		—		101		124		—		—		124
Total liabilities carried at fair value	$	3,448	$	—	$	—	$	3,448	$	3,407	$	—	$	—	$	3,407

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Fair Value Hierarchy of Financial Instruments Carried at Fair Value

As of December 31, 2013



			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	$	5,079	$	—	$	5,043	$	36
U.S. government and agencies	700		—		700		—
Corporate securities	1,340		—		1,204		136
Mortgage-backed securities:
RMBS	1,122		—		832		290
CMBS	549		—		549		—
Asset-backed securities	608		—		340		268
Foreign government securities	313		—		313		—
Total fixed-maturity securities	9,711		—		8,981		730
Short-term investments	904		506		398		—
Other invested assets (1)	127		—		119		8
Credit derivative assets	94		—		—		94
FG VIEs’ assets, at fair value	2,565		—		—		2,565
Other assets	84		27		11		46
Total assets carried at fair value	$	13,485	$	533	$	9,509	$	3,443
Liabilities:
Credit derivative liabilities	$	1,787	$	—	$	—	$	1,787
FG VIEs’ liabilities with recourse, at fair value	1,790		—		—		1,790
FG VIEs’ liabilities without recourse, at fair value	1,081		—		—		1,081
Total liabilities carried at fair value	$	4,658	$	—	$	—	$	4,658

____________________


(1)	Includes Level 3 mortgage loans that are recorded at fair value on a non-recurring basis.

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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~~Second Quarter2014 and 2013 and Six Months 2014 and 2013.

Fair Value Level 3 Rollforward

Recurring Basis

~~First~~Second Quarter 2014


	Fixed-Maturity Securities																																																Fixed-Maturity Securities
	Obligations of State and Political Subdivisions				Corporate Securities					RMBS					Asset- Backed Securities					Other Invested Assets				FG VIEs’ Assets at Fair Value					Other Assets					Credit Derivative Asset (Liability), net(5)					FG VIEs' Liabilities with Recourse, at Fair Value					FG VIEs’ Liabilities without Recourse, at Fair Value					Obligations of State and Political Subdivisions					Corporate Securities					RMBS					Asset- Backed Securities					Other Invested Assets		FG VIEs’ Assets at Fair Value					Other Assets					Credit Derivative Asset (Liability), net(5)					FG VIEs' Liabilities with Recourse, at Fair Value					FG VIEs’ Liabilities without Recourse, at Fair Value
	(in millions)																																																(in millions)
Fair value as of December 31, 2013	$	36			$	136				$	290				$	268				$	2			$	2,565				$	46				$	(1,693	)			$	(1,790	)			$	(1,081	)
Fair value as of March 31, 2014																																																	$	38				$	138				$	359				$	252				$	48	$	1,257				$	37				$	(1,923	)			$	(1,346	)			$	(101	)
Total pretax realized and unrealized gains/(losses) recorded in:(1)
Net income (loss)	1		(2	)	3			(2	)	4			(2	)	7			(2	)	—				82			(3	)	(9		)	(4	)	(211		)	(6	)	(72		)	(3	)	(9		)	(3	)	1			(2	)	(7		)	(2	)	6			(2	)	3			(2	)	—		35			(3	)	(6		)	(4	)	103			(6	)	(25		)	(3	)	(27		)	(3	)
Other comprehensive income (loss)	1				4					14					8					1				—					—					—					—					—					0					(25		)			0					0					1		—					—					—					—					—
Purchases	—				—					53					—					45		(8	)	—					—					—					—					—					—					—					—					—					—		—					—					—					—					—
Settlements	—				(5		)			(15		)			(31		)			0				(286		)			—					(19		)			269					12					(1		)			—					(15		)			(1		)			0		(29		)			—					(17		)			30					—
FG VIE consolidations	—				—					—					—					—				—					—					—					—					—					—					—					—					—					—		46					—					—					(25		)			(21		)
FG VIE deconsolidations	—				—					13					—					—				(1,104		)			—					—					247					977					—					—					—					—					—		(25		)			—					—					—					25
Fair value as of March 31, 2014	$	38			$	138				$	359				$	252				$	48			$	1,257				$	37				$	(1,923	)			$	(1,346	)			$	(101	)
Change in unrealized gains/(losses) related to financial instruments held as of March 31, 2014	$	1			$	4				$	15				$	7				$	1			$	25				$	(9	)			$	(232	)			$	(28	)			$	(10	)
Fair value as of June 30, 2014																																																	$	38				$	106				$	350				$	254				$	49	$	1,284				$	31				$	(1,837	)			$	(1,366	)			$	(124	)
Change in unrealized gains/(losses) related to financial instruments held as of June 30, 2014																																																	$	0				$	(25	)			$	0				$	0				$	1	$	40				$	(6	)			$	88				$	(24	)			$	4

5260

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Fair Value Level 3 Rollforward

Recurring Basis

~~First~~Second Quarter 2013


	Fixed-Maturity Securities																																												Fixed-Maturity Securities
	Obligations of State and Political Subdivisions					RMBS					Asset- Backed Securities					Other Invested Assets				FG VIEs’ Assets at Fair Value					Other Assets					Credit Derivative Asset (Liability), net(5)					FG VIEs' Liabilities with Recourse, at Fair Value					FG VIEs’ Liabilities without Recourse, at Fair Value					Obligations of State and Political Subdivisions				RMBS					Asset- Backed Securities					Other Invested Assets					FG VIEs’ Assets at Fair Value					Other Assets					Credit Derivative Asset (Liability), net(5)					FG VIEs' Liabilities with Recourse, at Fair Value					FG VIEs’ Liabilities without Recourse, at Fair Value
	(in millions)																																												(in millions)
Fair value as of December 31, 2012	$	35				$	219				$	306				$	1			$	2,688				$	36				$	(1,793	)			$	(2,090	)			$	(1,051	)
Fair value as of March 31, 2013																																													$	35			$	221				$	286				$	1				$	2,813				$	26				$	(2,393	)			$	(2,071	)			$	(1,107	)
Total pretax realized and unrealized gains/(losses) recorded in:(1)
Net income (loss)	1			(2	)	5			(2	)	4			(2	)	0		(7	)	215			(3	)	(10		)	(4	)	(592		)	(6	)	(81		)	(3	)	(74		)	(3	)	—		(2	)	6			(2	)	5			(2	)	(1		)	(7	)	341			(3	)	(3		)	(4	)	74			(6	)	(82		)	(3	)	(118		)	(3	)
Other comprehensive income (loss)	0					7					(22		)			0				—					—					—					—					—					1				(3		)			—					2					—					—					—					—					—
Purchases	—					3					—					—				—					—					—					—					—					—				67					11					—					—					—					—					—					—
Settlements	(1		)			(11		)			(2		)			—				(138		)			—					(8		)			112					55					—				(15		)			(2		)			—					(302		)			—					71					78					44
FG VIE consolidations	—					(2		)			—					—				48					—					—					(12		)			(37		)			—				—					—					—					—					—					—					—					—
Fair value as of March 31, 2013	$	35				$	221				$	286				$	1			$	2,813				$	26				$	(2,393	)			$	(2,071	)			$	(1,107	)
Change in unrealized gains/(losses) related to financial instruments held as of March 31, 2013	$	0				$	9				$	(22	)			$	0			$	199				$	(10	)			$	(611	)			$	(83	)			$	(94	)
FG VIE deconsolidations																																													—				—					—					—					(178		)			—					—					135					47
Fair value as of June 30, 2013																																													$	36			$	276				$	300				$	2				$	2,674				$	23				$	(2,248	)			$	(1,940	)			$	(1,134	)
Change in unrealized gains/(losses) related to financial instruments held as of June 30, 2013																																													$	1			$	(3	)			$	1				$	2				$	231				$	(3	)			$	294				$	(82	)			$	(132	)

Table of Contents

Fair Value Level 3 Rollforward

Recurring Basis

Six Months2014



	Fixed-Maturity Securities
	Obligations of State and Political Subdivisions					Corporate Securities					RMBS					Asset- Backed Securities					Other Invested Assets		FG VIEs’ Assets at Fair Value					Other Assets					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, 2013	$	36				$	136				$	290				$	268				$	2	$	2,565				$	46				$	(1,693	)			$	(1,790	)			$	(1,081	)
Total pretax realized and unrealized gains/(losses) recorded in:(1)
Net income (loss)	2			(2	)	(4		)	(2	)	10			(2	)	10			(2	)	—		117			(3	)	(15		)	(4	)	(108		)	(6	)	(97		)	(3	)	(36		)	(3	)
Other comprehensive income (loss)	1					(21		)			14					8					2		—					—					—					—					—
Purchases	—					—					53					—					45		—					—					—					—					—
Settlements	(1		)			(5		)			(30		)			(32		)			0		(315		)			—					(36		)			299					12
FG VIE consolidations	—					—					—					—					—		46					—					—					(25		)			(21		)
FG VIE deconsolidations	—					—					13					—					—		(1,129		)			—					—					247					1,002
Fair value as of June 30, 2014	$	38				$	106				$	350				$	254				$	49	$	1,284				$	31				$	(1,837	)			$	(1,366	)			$	(124	)
Change in unrealized gains/(losses) related to financial instruments held as of June 30, 2014	$	1				$	(21	)			$	15				$	7				$	2	$	65				$	(15	)			$	(144	)			$	(53	)			$	(5	)

Table of Contents

Fair Value Level 3 Rollforward

Recurring Basis

Six Months2013



	Fixed-Maturity Securities
	Obligations of State and Political Subdivisions					RMBS					Asset- Backed Securities					Other Invested Assets					FG VIEs’ Assets at Fair Value					Other Assets					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, 2012	$	35				$	219				$	306				$	1				$	2,688				$	36				$	(1,793	)			$	(2,090	)			$	(1,051	)
Total pretax realized and unrealized gains/(losses) recorded in:(1)
Net income (loss)	1			(2	)	11			(2	)	9			(2	)	(1		)	(7	)	556			(3	)	(13		)	(4	)	(518		)	(6	)	(163		)	(3	)	(192		)	(3	)
Other comprehensive income (loss)	1					4					(22		)			2					—					—					—					—					—
Purchases	—					70					11					—					—					—					—					—					—
Settlements	(1		)			(28		)			(4		)			—					(440		)			—					63					190					99
FG VIE consolidations	—					—					—					—					48					—					—					(12		)			(37		)
FG VIE deconsolidations	—					—					—					—					(178		)			—					—					135					47
Fair value as of June 30, 2013	$	36				$	276				$	300				$	2				$	2,674				$	23				$	(2,248	)			$	(1,940	)			$	(1,134	)
Change in unrealized gains/(losses) related to financial instruments held as of June 30, 2013	$	1				$	5				$	(21	)			$	2				$	430				$	(13	)			$	(317	)			$	(165	)			$	(226	)

______________


(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.


(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)	Reported in other income.

~~(8) Non cash transaction.~~

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Level 3 Fair Value Disclosures

Quantitative Information About Level 3 Fair Value Inputs

At ~~March 31,~~June 30, 2014


Financial Instrument Description	Fair Value at March 31, 2014 (in millions)		Valuation Technique		Significant Unobservable Inputs		Range						Fair Value at June 30, 2014 (in millions)				Valuation Technique		Significant Unobservable Inputs		Range
Assets:
Fixed-maturity securities:
Fixed maturity securities:
Obligations of state and political subdivisions	$	38	Discounted		Rate of inflation		1.0		%	-	3.0%		$	38			Discounted		Rate of inflation		1.0		%	-	3.0%
			cash flow		Cash flow receipts		0.5		%	-	62.3%						cash flow		Cash flow receipts		0.5		%	-	61.3%
					Yield		4.6		%		9.0%								Yield		4.6		%	-	9.0%
					Collateral recovery period		4 months			-	34 years								Collateral recovery period		1 month			-	34 years

Corporate	138		Discounted		Yield		8.0%
			cash flow
Corporate securities													106				Discounted		Yield		11.5%
																	cash flow

RMBS	359		Discounted		CPR		0.3		%	-	15.8%		350				Discounted		CPR		0.3		%	-	16.4%
			cash flow		CDR		4.1		%	-	25.8%						cash flow		CDR		3.2		%	-	18.0%
					Severity		48.1		%	-	101.8%								Severity		40.0		%	-	108.9%
					Yield		2.6		%	-	8.7%								Yield		2.2		%	-	8.3%
Asset-backed securities:
Investor owned utility	119		Discounted cash flow		Liquidation value (in millions)			td77		-	td74		121				Discounted cash flow		Liquidation value (in millions)			td78		-	td84
				Years to liquidation		0 years			-	3 years						Years to liquidation			0 years			-	2.5 years
				Collateral recovery period		9 months			-	5 years						Collateral recovery period			6 months			-	5.5 years
				Discount factor		7.0%										Discount factor			7.0%

XXX life insurance transactions	133			Discounted		Yield		12.5%							133				Discounted		Yield		12.0%
				cash flow															cash flow

Other invested assets	54			Discounted cash flow		Discount for lack of liquidity		10.0		%	-	20.0%		56				Discounted cash flow		Discount for lack of liquidity		10.0		%	-	20.0%
					Recovery on delinquent loans		20.0		%	-	60.0%						Recovery on delinquent loans			20.0		%	-	60.0%
					Default rates		0.0		%	-	10.0%						Default rates			0.0		%	-	10.0%
					Loss severity		40.0		%	-	90.0%						Loss severity			40.0		%	-	90.0%
					Prepayment speeds		6.0		%	-	15.0%						Prepayment speeds			5.0		%	-	15.0%
					Net asset value (per share)		$	1,010			td,020						Net asset value (per share)			$	1,029		-	td,038

FG VIEs’ assets, at fair value	1,257		Discounted		CPR		0.3		%	-	11.8%		1,284				Discounted		CPR		0.0		%	-	9.7%
			cash flow		CDR		3.0		%	-	25.8%						cash flow		CDR		0.7		%	-	20.2%
					Loss severity		38.1		%	-	102.0%								Loss severity		20.3		%	-	149.0%
					Yield		3.5		%	-	12.0%								Yield		3.3		%	-	9.3%

5464

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Financial Instrument Description	Fair Value at March 31, 2014 (in millions)		Valuation Technique		Significant Unobservable Inputs		Range					Fair Value at June 30, 2014 (in millions)		Valuation Technique		Significant Unobservable Inputs		Range
Other assets	37		Discounted cash flow		Quotes from third party pricing		$	53		-	$57	31		Discounted cash flow		Quotes from third party pricing		$	52		-	$65
Other assets				Term (years)		5 years								Discounted cash flow	Term (years)		5 years

Liabilities:			Discounted cash flow
Credit derivative liabilities, net	(1,923	)	Discounted		Year 1 loss estimates		0.0		%	-	48.0%	(1,837	)	Discounted		Year 1 loss estimates		0.0		%	-	51.0%
			cash flow		Hedge cost (in bps)		13.8			-	305.0			cash flow		Hedge cost (in bps)		21.3			-	345.5
					Bank profit (in bps)		1.0			-	1,435.5					Bank profit (in bps)		1.0			-	1,453.5
					Internal floor (in bps)		7.0			-	100.0					Internal floor (in bps)		7.0			-	100.0
					Internal credit rating		AAA			-	CCC					Internal credit rating		AAA			-	CCC

FG VIEs’ liabilities, at fair value	(1,447	)	Discounted		CPR		0.3		%	-	11.8%	(1,490	)	Discounted		CPR		0.0		%	-	9.7%
			cash flow		CDR		3.0		%	-	25.8%			cash flow		CDR		0.7		%	-	20.2%
					Loss severity		38.1		%	-	102.0%					Loss severity		20.3		%	-	149.0%
					Yield		3.5		%	-	12.0%					Yield		3.3		%	-	9.3%

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Quantitative Information About Level 3 Fair Value Inputs

At December 31, 2013


Financial Instrument Description	Fair Value at December 31, 2013 (in millions)		Valuation Technique		Significant Unobservable Inputs		Range						Fair Value at December 31, 2013 (in millions)				Valuation Technique		Significant Unobservable Inputs		Range
Assets:
Fixed-maturity securities:
Obligations of state and political subdivisions	$	36	Discounted		Rate of inflation		1.0		%	-	3.0%		$	36			Discounted		Rate of inflation		1.0		%	-	3.0%
			cash flow		Cash flow receipts		0.5		%	-	60.9%						cash flow		Cash flow receipts		0.5		%	-	60.9%
					Discount rates		4.6		%		9.0%								Discount rates		4.6		%	-	9.0%
					Collateral recovery period		1 month			-	10 years								Collateral recovery period		1 month			-	10 years

Corporate securities	136		Discounted		Yield		8.3%						136				Discounted		Yield		8.3%
			cash flow														cash flow

RMBS	290		Discounted		CPR		1.0		%	-	15.8%		290				Discounted		CPR		1.0		%	-	15.8%
			cash flow		CDR		5.0		%	-	25.8%						cash flow		CDR		5.0		%	-	25.8%
					Severity		48.1		%	-	102.5%								Severity		48.1		%	-	102.5%
					Yield		2.5		%	-	9.4%								Yield		2.5		%	-	9.4%
Asset-backed securities:
Investor owned utility	141		Discounted cash flow		Liquidation value (in millions)			td95		-	td45		141				Discounted cash flow		Liquidation value (in millions)			td95		-	td45
				Years to liquidation		0 years			-	3 years						Years to liquidation			0 years			-	3 years
				Collateral recovery period		12 months				6 years						Collateral recovery period			12 months			-	6 years
				Discount factor		15.3%										Discount factor			15.3%

XXX life insurance transactions	127			Discounted		Yield		12.5%							127				Discounted		Yield		12.5%
				cash flow															cash flow

Other invested assets	8			Discounted cash flow		Discount for lack of liquidity		10.0		%	-	20.0%		8				Discounted cash flow		Discount for lack of liquidity		10.0		%	-	20.0%
					Recovery on delinquent loans		20.0		%	-	60.0%						Recovery on delinquent loans			20.0		%	-	60.0%
					Default rates		1.0		%	-	10.0%						Default rates			1.0		%	-	10.0%
					Loss severity		40.0		%	-	90.0%						Loss severity			40.0		%	-	90.0%
					Prepayment speeds		6.0		%	-	15.0%						Prepayment speeds			6.0		%	-	15.0%

FG VIEs’ assets, at fair value	2,565		Discounted		CPR		0.3		%	-	11.8%		2,565				Discounted		CPR		0.3		%	-	11.8%
			cash flow		CDR		3.0		%	-	25.8%						cash flow		CDR		3.0		%	-	25.8%
					Loss severity		37.5		%	-	102.0%								Loss severity		37.5		%	-	102.0%
					Yield		3.5		%	-	10.2%								Yield		3.5		%	-	10.2%

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Financial Instrument Description	Fair Value at December 31, 2013 (in millions)		Valuation Technique		Significant Unobservable Inputs		Range				Fair Value at December 31, 2013 (in millions)		Valuation Technique		Significant Unobservable Inputs		Range
Other assets	46		Discounted cash flow		Quotes from third party pricing		$47		-	$53	46		Discounted cash flow		Quotes from third party pricing		$47		-	$53
Other assets				Term (years)		5 years							Discounted cash flow	Term (years)		5 years

Liabilities:			Discounted cash flow
Credit derivative liabilities, net	(1,693	)	Discounted		Year 1 loss estimates		0.0	%	-	48.0%	(1,693	)	Discounted		Year 1 loss estimates		0.0	%	-	48.0%
			cash flow		Hedge cost (in bps)		46.3		-	525.0			cash flow		Hedge cost (in bps)		46.3		-	525.0
					Bank profit (in bps)		1.0		-	1,418.5					Bank profit (in bps)		1.0		-	1,418.5
					Internal floor (in bps)		7.0		-	100.0					Internal floor (in bps)		7.0		-	100.0
					Internal credit rating		AAA		-	BIG					Internal credit rating		AAA		-	CCC

FG VIEs’ liabilities, at fair value	(2,871	)	Discounted		CPR		0.3	%	-	11.8%	(2,871	)	Discounted		CPR		0.3	%	-	11.8%
			cash flow		CDR		3.0	%	-	25.8%			cash flow		CDR		3.0	%	-	25.8%
					Loss severity		37.5	%	-	102.0%					Loss severity		37.5	%	-	102.0%
					Yield		3.5	%	-	10.2%					Yield		3.5	%	-	10.2%

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, 2014				As of December 31, 2013				As of June 30, 2014				As of December 31, 2013
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(in millions)								(in millions)
Assets:
Fixed-maturity securities	$	10,094	$	10,094	$	9,711	$	9,711	$	10,530	$	10,530	$	9,711	$	9,711
Short-term investments	720		720		904		904		979		979		904		904
Other invested assets	113		116		147		155		106		109		147		155
Credit derivative assets	78		78		94		94		80		80		94		94
FG VIEs’ assets, at fair value	1,257		1,257		2,565		2,565		1,284		1,284		2,565		2,565
Other assets	181		181		179		179		188		188		179		179
Liabilities:
Financial guaranty insurance contracts(1)	3,693		5,644		3,783		5,128		3,709		6,294		3,783		5,128
Long-term debt	812		1,050		816		970		1,311		1,577		816		970
Credit derivative liabilities	2,001		2,001		1,787		1,787		1,917		1,917		1,787		1,787
FG VIEs’ liabilities with recourse, at fair value	1,346		1,346		1,790		1,790		1,366		1,366		1,790		1,790
FG VIEs’ liabilities without recourse, at fair value	101		101		1,081		1,081		124		124		1,081		1,081
Other liabilities	62		62		36		36		115		115		36		36

____________________


(1)	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.


8.	Financial Guaranty Contracts Accounted for as Credit Derivatives

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

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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 became 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.

Credit Derivative Net Par Outstanding by Sector

The estimated remaining weighted average life of credit derivatives was ~~4.0~~4.2 years at ~~March 31,~~June 30, 2014 and 4.1 years at December 31, 2013. The components of the Company’s credit derivative net par outstanding are presented below.

Credit Derivatives

Subordination and Ratings


	As of March 31, 2014							As of December 31, 2013							As of June 30, 2014							As of December 31, 2013
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	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)														(dollars in millions)
Pooled corporate obligations:
Collateralized loan obligation/collateral bond obligations	$	17,634	32.4	%	36.1	%	AAA	$	19,323	32.4	%	34.0	%	AAA	$	15,737	32.4	%	36.3	%	AAA	$	19,323	32.4	%	34.0	%	AAA
Synthetic investment grade pooled corporate	9,759		21.6		20.3		AAA	9,754		21.6		20.0		AAA	9,487		21.4		19.9		AAA	9,754		21.6		20.0		AAA
Synthetic high yield pooled corporate	2,690		47.2		41.3		AAA	2,690		47.2		41.1		AAA	978		47.0		40.6		AAA	2,690		47.2		41.1		AAA
TruPS CDOs	3,436		45.4		33.7		BB	3,554		45.5		32.9		BB+	3,361		45.3		34.0		BB+	3,554		45.5		32.9		BB+
Market value CDOs of corporate obligations	1,807		23.6		30.6		AAA	2,000		24.4		30.5		AAA	1,619		24.3		34.3		AAA	2,000		24.4		30.5		AAA
Total pooled corporate obligations	35,326		31.4		31.6		AAA	37,321		31.5		30.6		AAA	31,182		31.4		31.6		AAA	37,321		31.5		30.6		AAA
U.S. RMBS:
Option ARM and Alt-A first lien	2,520		19.1		7.6		BB-	2,609		19.2		8.6		BB-	2,434		19.0		7.4		BB-	2,609		19.2		8.6		BB-
Subprime first lien	2,837		30.6		51.3		AA-	2,930		30.5		51.9		AA-	2,716		30.8		51.2		AA-	2,930		30.5		51.9		AA-
Prime first lien	258		10.9		1.8		CCC	264		10.9		3.2		CCC	246		10.9		1.2		CCC	264		10.9		3.2		CCC
Closed-end second lien and HELOCs	22		—		—		B-	23		—		—		B+
Closed-end second lien															21		—		—		BB	23		—		—		B+
Total U.S. RMBS	5,637		24.4		29.2		BBB	5,826		24.4		30.1		BBB	5,417		24.4		29.0		BBB+	5,826		24.4		30.1		BBB
CMBS	2,822		33.5		42.5		AAA	3,744		33.5		42.5		AAA	2,614		32.6		43.4		AAA	3,744		33.5		42.5		AAA
Other	7,533		—		—		A-	7,591		—		—		A-	7,574		—		—		A-	7,591		—		—		A-
Total	$	51,318					AA+	$	54,482					AA+	$	46,787					AA	$	54,482					AA+

____________________


(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.

Except for TruPS CDOs, 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

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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 Company’s TruPS CDO asset pools are generally less diversified by obligors and industries than the typical CLO asset pool. Also, the underlying collateral in TruPS CDOs consists primarily of subordinated debt instruments such as TruPS issued by bank holding companies and similar instruments issued by insurance companies, REITs and other real estate related issuers while CLOs typically contain primarily senior secured obligations. However, to mitigate these risks TruPS CDOs were typically structured with higher levels of embedded credit enhancement than typical CLOs.

The Company’s exposure to “Other” CDS contracts is also highly diversified. It includes $~~2.5~~2.6 billion of exposure to two pooled infrastructure transactions comprising diversified pools of international infrastructure project transactions and loans to regulated utilities. These pools were all structured with underlying credit enhancement sufficient for the Company to attach at AAA levels at origination. The remaining $5.0 billion of exposure in “Other” CDS contracts comprises numerous deals across various asset classes, such as commercial receivables, international RMBS, infrastructure, regulated utilities and consumer receivables. Of the total net par outstanding in the "Other" sector, $0.5 billion is rated BIG.

Distribution of Credit Derivative Net Par Outstanding by Internal Rating


	As of March 31, 2014				As of December 31, 2013				As of June 30, 2014				As of December 31, 2013
Ratings	Net Par Outstanding		% of Total		Net Par Outstanding		% of Total		Net Par Outstanding		% of Total		Net Par Outstanding		% of Total
	(dollars in millions)								(dollars in millions)
AAA	$	35,157	68.5	%	$	38,244	70.2	%	$	30,983	66.2	%	$	38,244	70.2	%
AA	3,660		7.1		3,648		6.7		3,434		7.3		3,648		6.7
A	3,621		7.1		3,636		6.7		3,753		8.0		3,636		6.7
BBB	4,304		8.4		4,161		7.6		4,146		8.9		4,161		7.6
BIG	4,576		8.9		4,793		8.8		4,471		9.6		4,793		8.8
Credit derivative net par outstanding	$	51,318	100.0	%	$	54,482	100.0	%	$	46,787	100.0	%	$	54,482	100.0	%

Table of Contents

Fair Value of Credit Derivatives

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


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
Realized gains on credit derivatives (1)	$	20		$	28		$	21		$	41		$	41		$	69
Net credit derivative losses (paid and payable) recovered and recoverable	(1		)	(10		)	(6		)	(127		)	(7		)	(137		)
Realized gains (losses) and other settlements on credit derivatives	19			18			15			(86		)	34			(68		)
Net change in unrealized gains (losses) on credit derivatives (2)	(230		)	(610		)	88			160			(142		)	(450		)
Net change in fair value of credit derivatives	$	(211	)	$	(592	)	$	103		$	74		$	(108	)	$	(518	)

____________________


(1)	Includes accelerations due to terminations of CDS contracts of ~~$0.2~~$0.5 million and $1$14 million related to net par of ~~$1.1~~$0.2 billion and ~~$1.1~~$2.0 billion for ~~First~~Second Quarter 2014 and ~~First~~Second Quarter 2013, respectively, and $0.7 million and $15 million related to net par of $1.3 billion and $3.0 billion for Six Months 2014 and Six Months 2013, respectively.


(2)	Except for net estimated credit impairments (i.e., net expected loss to be paid as discussed in Note 5), the unrealized gains and losses on credit derivatives are expected to reduce to zero as the exposure approaches its maturity date. With considerable volatility continuing in the market, unrealized gains (losses) on credit derivatives may fluctuate significantly in future periods.

~~Table of Contents~~

Net Change in Unrealized Gains (Losses) on Credit Derivatives By Sector


	First Quarter						Second Quarter					Six Months
Asset Type	2014			2013			2014		2013			2014			2013
	(in millions)											(in millions)
Pooled corporate obligations	$	(58	)	$	(105	)	$	64	$	(34	)	$	6		$	(139	)
U.S. RMBS	(140		)	(457		)	5		14			(135		)	(443		)
CMBS	0			(3		)	2		(1		)	2			(4		)
Other(1)	(32		)	(45		)	17		181			(15		)	136
Total ~~(1)~~	$	(230	)	$	(610	)	$	88	$	160		$	(142	)	$	(450	)

____________________


(1)	“Other” includes all other U.S. and international asset classes, such as commercial receivables, international infrastructure, international RMBS securities, and pooled infrastructure securities.

During ~~First~~Second Quarter 2014, unrealized fair value gains were generated primarily in the pooled corporate obligations and Other sectors due to tighter implied net spreads. The tighter implied net spreads were primarily a result of the increased cost to buy protection in AGC’s and AGM’s name, as the market cost of AGC's and AGM's credit protection increased during the period, with the change in the one year CDS spread having the largest impact. These transactions were pricing at or above their floor levels (or the minimum rate at which the Company would consider assuming these risks based on historical experience); therefore when the cost of purchasing CDS protection on AGC and AGM, which management refers to as the CDS spread on AGC and AGM, increased the implied spreads that the Company would expect to receive on these transactions decreased.

Table of Contents

AGM's credit protection also decreased during ~~First Quarter~~Six Months 2014, ~~generating unrealized~~but did not lead to significant fair value losses, ~~on a XXX life insurance securitization transaction, due to wider implied net spreads. This did not have a significant impact on~~as the ~~remainder~~majority of ~~AGM’s portfolio, as a significant portion of AGM’s~~AGM policies continue to price at floor levels.

During ~~First~~Second Quarter 2013, unrealized fair value ~~losses~~gains were ~~generated~~driven primarily by the termination of a film securitization transaction and price improvement on a XXX life securitization transaction, both in the ~~U.S. RMBS sectors, as well as~~Other sector. These unrealized gains were slightly offset by wider implied net spreads in the pooled corporate obligations ~~due to wider implied~~sector. The company terminated a film securitization CDS for a payment of $120 million which was recorded in realized gains (losses) and other settlements on credit derivatives, with a corresponding release of the unrealized loss recorded in unrealized gains (losses) on credit derivatives of $127 million for a net ~~spreads.~~change in fair value of credit derivatives of $7 million. The wider implied net spreads were primarily a result of asset prices on the Company's pooled corporate obligations deteriorating during the period, as well as the decreased cost to buy protection in AGC's name as the market cost of AGC's credit ~~protection~~ decreased ~~significantly~~ during the period. These transactions were pricing at or above their floor ~~levels. To calculate~~levels; therefore when the cost of purchasing CDS protection on AGC, decreased the implied spreads that the Company would expect to receive on these transactions increased. As indicated below, the credit spread of both the 5 Year and 1 Year CDS spread on AGC decreased in Second Quarter 2013. The cost of AGM's 5 Year and 1 Year credit protection also changed during Second Quarter 2013, but did not lead to significant fair value losses, as the policies which represent the majority of AGM's current outstanding exposure continue to price at floor levels.

During Six Months 2013, the cost to buy protection on AGC's name declined. This led to U.S. RMBS unrealized fair value losses which were generated primarily in the Alt-A, prime first lien and subprime RMBS sectors due to wider implied net spreads. These transactions were pricing at or above their floor levels; therefore when the cost of purchasing CDS ~~contracts,~~protection on AGC decreased, the implied spreads that the Company ~~matches~~would expect to receive on these transactions increased. As indicated below, the ~~tenor~~credit spread of both the ~~CDS contracts in the Company's portfolio to the tenor of the~~5 Year and 1 Year CDS spread ~~purchased~~on AGC decreased significantly in ~~AGC's name.~~Six Months 2013. The cost of AGM's 5 Year and 1 Year credit protection also decreased during ~~First Quarter~~Six Months 2013, but did not lead to significant fair value losses, as ~~a significant portion~~the policies which represent the majority of ~~AGM policies~~AGM's current outstanding exposure continue to price at floor levels. ~~First Quarter~~Six Months 2013 changes in fair value of credit derivatives in the Other category ~~included~~includes a $20 million loss for guaranteed interest rate swaps identified during ~~the quarter.~~2013.

The impact of changes in credit spreads will vary based upon the volume, tenor, interest rates, and other market conditions at the time these fair values are determined. In addition, since each transaction has unique collateral and structural terms, the underlying change in fair value of each transaction may vary considerably. The fair value of credit derivative contracts also reflects the change in the Company’s own credit cost based on the price to purchase credit protection on AGC and AGM. The Company determines its own credit risk based on quoted CDS prices traded on the Company at each balance sheet date.

Five-Year CDS Spread

on AGC and AGM

Quoted price of CDS contract (in basis points)


	As of March 31, 2014	As of December 31, 2013	As of March 31, 2013	As of December 31, 2012	As of June 30, 2014	As of March 31, 2014	As of December 31, 2013	As of June 30, 2013	As of March 31, 2013	As of December 31, 2012
AGC	291	460	397	678	327	291	460	343	397	678
AGM	305	525	380	536	346	305	525	365	380	536

~~Table of Contents~~

One-Year CDS Spread

on AGC and AGM

Quoted price of CDS contract (in basis points)


	As of March 31, 2014	As of December 31, 2013	As of March 31, 2013	As of December 31, 2012	As of June 30, 2014	As of March 31, 2014	As of December 31, 2013	As of June 30, 2013	As of March 31, 2013	As of December 31, 2012
AGC	55	185	59	270	85	55	185	57	59	270
AGM	70	220	60	257	115	70	220	72	60	257

Table of Contents

Fair Value of Credit Derivatives Assets (Liabilities)

and Effect of AGC and AGM

Credit Spreads


	As of March 31, 2014			As of December 31, 2013			As of June 30, 2014			As of December 31, 2013
	(in millions)						(in millions)
Fair value of credit derivatives before effect of AGC and AGM credit spreads	$	(3,095	)	$	(3,442	)	$	(3,020	)	$	(3,442	)
Plus: Effect of AGC and AGM credit spreads	1,172			1,749			1,183			1,749
Net fair value of credit derivatives	$	(1,923	)	$	(1,693	)	$	(1,837	)	$	(1,693	)

The fair value of CDS contracts at ~~March 31,~~June 30, 2014, before considering the implications of AGC’s and 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 2005-2007 vintages of prime first lien, Alt-A, Option ARM, subprime RMBS deals as well as trust-preferred and pooled corporate securities. Comparing ~~March 31,~~June 30, 2014 with December 31, 2013, there was a narrowing of spreads primarily related to Alt-A first lien, Option ARM, and subprime RMBS transactions, as well as the Company's pooled corporate obligations. This narrowing of spreads combined with the runoff of par outstanding and termination of securities, resulted in a gain of approximately $~~347~~422 million, before taking into account AGC’s or AGM’s credit spreads.

Management believes that the trading level of AGC’s and AGM’s credit spreads over the past several years has been due to the correlation between AGC’s and AGM’s risk profile and the current risk profile of the broader financial markets and to increased demand for credit protection against AGC and 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 AGC’s and 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, TruPS CDO, and CLO markets as well as continuing market concerns over the 2005-2007 vintages of RMBS.

~~Table of Contents~~

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 5) for contracts accounted for as derivatives.

Net Fair Value and Expected Losses ~~In Excess of Premiums~~

of Credit Derivatives by Sector


	Fair Value of Credit Derivative Asset (Liability), net						Present Value of Expected Claim (Payments) Recoveries In Excess of Premiums (1)						Fair Value of Credit Derivative Asset (Liability), net						Expected Loss to be (Paid) Recovered (1)
Asset Type	As of March 31, 2014			As of December 31, 2013			As of March 31, 2014			As of December 31, 2013			As of June 30, 2014			As of December 31, 2013			As of June 30, 2014			As of December 31, 2013
	(in millions)												(in millions)
Pooled corporate obligations	$	(89	)	$	(30	)	$	(20	)	$	(35	)	$	(25	)	$	(30	)	$	(30	)	$	(48	)
U.S. RMBS	(1,448		)	(1,308		)	(154		)	(147		)	(1,443		)	(1,308		)	(155		)	(175		)
CMBS	(2		)	(2		)	—			—			(1		)	(2		)	—			—
Other	(384		)	(353		)	40			43			(368		)	(353		)	38			39
Total	$	(1,923	)	$	(1,693	)	$	(134	)	$	(139	)	$	(1,837	)	$	(1,693	)	$	(147	)	$	(184	)

____________________


(1)	~~Represents the expected claim payments (recoveries) in excess of the present value of future installment fees to be received of $39 million~~ ~~as of~~ ~~March 31, 2014~~ ~~and $45 million~~ ~~as of~~ ~~December 31, 2013~~. Includes R&W benefit of $~~175~~167 million as of ~~March 31,~~June 30, 2014 and $180 million as of December 31, 2013.

Ratings Sensitivities of Credit Derivative Contracts

Within the ~~Company’s~~Company's insured CDS portfolio, the transaction documentation for approximately $~~1.6~~$9.3 billion in CDS gross par insured as of ~~March 31, 2014~~ provides that a downgrade of AGC's financial strength rating below BBB- or Baa3 would constitute a termination event that would allow the relevant CDS counterparty to terminate the affected transactions. As of ~~December 31, 2013~~ such amount was $1.7 billion. If the CDS counterparty elected to terminate the affected transactions, AGC could be required to make a termination payment (or may be entitled to receive a termination payment from the CDS counterparty). The Company does not believe that it can accurately estimate the termination payments AGC could be required to make if, as a result of any such downgrade, a CDS counterparty terminated the affected transactions. These payments could have a material adverse effect on the Company’s liquidity and financial condition.

~~The transaction documentation for approximately~~ ~~$9.8 billion~~ ~~in CDS gross par insured as of~~ ~~March 31,~~June 30, 2014 requires AGC and Assured Guaranty Re Overseas Ltd. ("AGRO") to post eligible collateral to secure its obligations to make payments under such contracts. Eligible collateral is generally cash or U.S. government or agency securities; eligible collateral other than cash is valued at a discount to the face amount. For approximately $~~9.5~~9.0 billion of such contracts, AGC has negotiated caps such that the posting requirement cannot exceed a certain fixed amount, regardless of the mark-to-market valuation of the exposure or the financial strength ratings of AGC. For

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such contracts, AGC need not post on a cash basis more than $665 million, although the value of the collateral posted may exceed such fixed amount depending on the advance rate agreed with the counterparty for the particular type of collateral posted. For the remaining approximately $~~341~~340 million of such contracts, AGC or AGRO could be required from time to time to post additional collateral without such cap based on movements in the mark-to-market valuation of the underlying exposure. As of ~~March 31,~~June 30, 2014, the Company ~~was posting~~posted approximately $~~669~~472 million to secure obligations under its CDS exposure, of which approximately $5441 million related to such $~~341~~340 million of notional. As of December 31, 2013, the Company ~~was posting~~posted approximately $677 million, of which approximately $62 million related to $347 million of notional where AGC or AGRO could be required to post additional collateral based on movements in the mark-to-market valuation of the underlying exposure.

~~Table~~On May 6, 2014, AGC’s affiliate AG Financial Products Inc. and one of ~~Contents~~its CDS counterparties amended the ISDA master agreement between them, at no cost, to remove a termination trigger based on a rating downgrade of the other party. With this termination, none of the Company's insured CDS portfolio is subject to a rating-based termination trigger that could result in the Company being obligated to make a termination payment to a CDS counterparty.

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 AGC and AGM and on the risks that they both assume.

Effect of Changes in Credit Spread

As of ~~March 31,~~June 30, 2014


Credit Spreads(1)	Estimated Net Fair Value (Pre-Tax)			Estimated Change in Gain/(Loss) (Pre-Tax)			Estimated Net Fair Value (Pre-Tax)			Estimated Change in Gain/(Loss) (Pre-Tax)
	(in millions)						(in millions)
100% widening in spreads	$	(3,936	)	$	(2,013	)	$	(3,702	)	$	(1,865	)
50% widening in spreads	(2,929		)	(1,006		)	(2,769		)	(932		)
25% widening in spreads	(2,426		)	(503		)	(2,303		)	(466		)
10% widening in spreads	(2,124		)	(201		)	(2,023		)	(186		)
Base Scenario	(1,923		)	—			(1,837		)	—
10% narrowing in spreads	(1,737		)	186			(1,657		)	180
25% narrowing in spreads	(1,457		)	466			(1,387		)	450
50% narrowing in spreads	(991		)	932			(927		)	910

____________________


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


9.	Consolidated Variable Interest Entities

The Company provides financial guaranties with respect to debt obligations of special purpose entities, including VIEs. AGC and AGM do not sponsor any VIEs when underwriting third party financial guaranty insurance or credit derivative transactions, nor has either of them acted 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 cash flows 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 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.

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AGC and AGM are not primarily liable for the debt obligations issued by the VIEs they insure and would only be required to make payments on these insured debt obligations in the event that the issuer of such debt obligations defaults on any principal or interest ~~due.~~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 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 AGC or AGM under the financial guaranty insurance contract. The Company’s estimate of expected loss to be paid for FG VIEs is included in Note 5, 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

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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. As of ~~March 31,~~June 30, 2014 and December 31, 2013, the Company had issued financial guaranty contracts for approximately ~~950~~930 and 1,000 VIEs, respectively, that it did not consolidate.

Consolidated FG VIEs

Number of FG VIE's Consolidated


	As of March 31, 2014		As of December 31, 2013		Six Months
					2014		2013
Beginning of the period	40		33

Beginning of period, December 31					40		33
Consolidated (1)	—		11		1		11
Deconsolidated (1)	(7	)	(3	)	(8	)	(2	)
Matured	(2	)	(1	)	(2	)	(1	)
End of the period	31		40
End of period, June 30					31		41

____________________


(1)	Net gain on deconsolidation was $120 million in ~~First Quarter~~Six Months 2014, and a net loss on consolidation and deconsolidation was $7 million in Six Months 2013, 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 $~~201~~196 million at ~~March 31,~~June 30, 2014 and $750 million at December 31, 2013. The aggregate unpaid principal of the FG VIEs’ assets was approximately $~~1,159~~902 million greater than the aggregate fair value at ~~March 31,~~June 30, 2014, excluding the effect of R&W settlements. The aggregate unpaid principal of the FG VIEs’ assets was approximately $1,940 million greater than the aggregate fair value at December 31, 2013, excluding the effect of R&W settlements. The change in the instrument-specific credit risk of the FG VIEs’ assets that was recorded in the consolidated statements of operations for ~~First~~Second Quarter 2014 and ~~First~~Six Months 2014 were gains of $30 million and $54 million, respectively. The change in the instrument-specific credit risk of the FG VIEs’ assets, held as of June 30, 2014 and June 30, 2013 respectively, that was recorded in the consolidated statements of operations for Second Quarter 2013 and Six Months 2013 were gains of ~~$58~~$97 million and $71168 million, respectively.

The unpaid principal for FG VIE liabilities with recourse was ~~$1,783~~$1,779 million and $2,316 million as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively. FG VIE liabilities with recourse will mature at various dates ranging from 2025 to 2038. The aggregate unpaid principal balance was approximately ~~$954~~$683 million greater than the aggregate fair value of the FG VIEs’ liabilities as of ~~March 31,~~June 30, 2014. The aggregate unpaid principal balance was approximately $1,611 million greater than the aggregate fair value of the FG VIEs' liabilities as of December 31, 2013.

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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.

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Consolidated FG VIEs

By Type of Collateral


	As of March 31, 2014				As of December 31, 2013				As of June 30, 2014				As of December 31, 2013
	Assets		Liabilities		Assets		Liabilities		Assets		Liabilities		Assets		Liabilities
	(in millions)								(in millions)
With recourse:
First lien	$	505	$	599	$	630	$	791
Second lien	256		387		460		640
U.S. RMBS first lien									$	536	$	628	$	630	$	791
U.S. RMBS second lien									252		378		460		640
Other	360		360		359		359		360		360		359		359
Total with recourse	1,121		1,346		1,449		1,790		1,148		1,366		1,449		1,790
Without recourse	136		101		1,116		1,081		136		124		1,116		1,081
Total	$	1,257	$	1,447	$	2,565	$	2,871	$	1,284	$	1,490	$	2,565	$	2,871

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 AGC and AGM FG VIE liabilities with recourse and (3) the elimination of investment balances related to the Company’s purchase of AGC and 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 Shareholders’ Equity


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
Net earned premiums	$	(17	)	$	(18	)	$	(5	)	$	(15	)	$	(22	)	$	(33	)
Net investment income	(3		)	(3		)	(3		)	(4		)	(6		)	(7		)
Net realized investment gains (losses)	0			1			(5		)	1			(5		)	2
Fair value gains (losses) on FG VIEs	157			70			25			143			182			213
Other income	(2		)	—			0			—			(2		)	—
Loss and LAE	(1		)	(7		)	8			22			7			15
Effect on net income before tax provision	134			43			20			147			154			190
Less: tax provision (benefit)	47			15			7			51			54			66
Effect on net income (loss)	$	87		$	28		$	13		$	96		$	100		$	124

Effect on cash flows from operating activities	$	(8	)	$	21		$	47		$	(162	)	$	39		$	(141	)

As of
March 31, 2014 As of
December 31, 2013
(in millions)
Effect on shareholders’ equity (decrease) increase $ (87 ) $ (172 )



	As of June 30, 2014			As of December 31, 2013
	(in millions)
Effect on shareholders’ equity (decrease) increase	$	(82	)	$	(172	)

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Six Months 2014, the Company recorded a pre-tax net fair value gain of consolidated FG VIEs of ~~$157~~$182 million. The primary driver of this gain, $120 million, was a result of the deconsolidation of seven ~~VIEs.~~VIEs in first quarter 2014. There was an additional gain of $37 million resulting from the Company exercising its option to accelerate two second lien RMBS VIEs. These two VIEs were treated as maturities during the period.

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For ~~First~~Second Quarter 2013, the Company recorded a pre-tax fair value gain on FG VIEs of $70143 million. The ~~majority~~primary driver of this gain ~~approximately~~was a $149 million fair value gain as a result of R&W benefits recognized during the quarter on policies relating to Flagstar and UBS. This was also the primary driver of the $213 million pre-tax fair value gain of consolidated FG VIEs during Six Months 2013. The additional gain of $64 million, for Six Months 2013 was ~~the result of a R&W benefit on two Flagstar policies recognized during the quarter. There was~~ also ~~price appreciation across all of the Company's FG VIE assets and liabilities as~~ a result of an R&W benefit related to the ~~overall financial market continuing to improve in First~~Flagstar policies referenced above. During Second Quarter ~~2013. The most significant price appreciation occurred in several HELOC transactions where~~2013, the ~~price appreciation was slightly greater on the FG VIE assets than on the FG VIE liabilities. This was a result of improved performance~~Company signed an agreement that resulted in the ~~underlying collateral~~deconsolidation of ~~these securities during the period.~~two FG VIEs.

Non-Consolidated VIEs

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 in the consolidated financial statements. 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.


10.	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 ~~on fixed-maturity securities, short-term investments and assets acquired in refinancing transactions~~ was $95 million and $93 million as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively.

Net Investment Income


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
Income from fixed-maturity securities managed by third parties	$	80		$	79		$	81		$	80		$	161		$	159
Income from internally managed securities:
Fixed maturities	20			16			17			14			37			30
Other invested assets	5			1			0			1			5			2
Gross investment income	105			96			98			95			203			191
Investment expenses	(2		)	(2		)	(2		)	(2		)	(4		)	(4		)
Net investment income	$	103		$	94		$	96		$	93		$	199		$	187

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Net Realized Investment Gains (Losses)


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
Gross realized gains on available-for-sale securities	$	4		$	6		$	3		$	12		$	7		$	18
Gross realized gains on other assets in investment portfolio	5			33			2			3			7			36
Gross realized losses on available-for-sale securities	(2		)	(4		)	(1		)	(5		)	(3		)	(9		)
Gross realized losses on other assets in investment portfolio	0			(2		)	0			(1		)	0			(3		)
Other-than-temporary impairment	(5		)	(5		)	(12		)	(7		)	(17		)	(12		)
Net realized investment gains (losses)	$	2		$	28		$	(8	)	$	2		$	(6	)	$	30

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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				Second Quarter					Six Months
	2014		2013		2014			2013		2014			2013
	(in millions)				(in millions)
Balance, beginning of period	$	80	$	64	$	85		$	69	$	80		$	64
Additions for credit losses on securities for which an other-than-temporary-impairment was not previously recognized	1		1		9			—		10			1
Reductions for securities sold during the period					(12		)	—		(12		)	—
Additions for credit losses on securities for which an other-than-temporary-impairment was previously recognized	4		4		2			3		6			7
Balance, end of period	$	85	$	69	$	84		$	72	$	84		$	72

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Investment Portfolio

Fixed-Maturity Securities and Short-Term Investments

by Security Type

As of ~~March 31,~~June 30, 2014


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 Quality (3)	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 Quality (3)
	(dollars in millions)															(dollars in millions)
Fixed-maturity securities:
Obligations of state and political subdivisions	48	%	$	4,982	$	281	$	(14	)	$	5,249	$	7		AA	47	%	$	5,163	$	342	$	(5	)	$	5,500	$	8		AA
U.S. government and agencies	7		674		32		(5		)	701		—			AA+	7		823		33		(3		)	853		—			AA+
Corporate securities	13		1,382		55		(10		)	1,427		0			A	12		1,376		59		(22		)	1,413		(17		)	A+
Mortgage-backed securities(4):	0															0
RMBS	11		1,182		44		(55		)	1,171		(31		)	A	11		1,170		46		(45		)	1,171		(28		)	A
CMBS	6		656		16		(2		)	670		—			AAA	6		691		21		0			712		—			AAA
Asset-backed securities	5		544		13		(3		)	554		3			BBB+	5		538		13		(3		)	548		3			BBB+
Foreign government securities	3		309		14		(1		)	322		—			AA+	3		317		17		(1		)	333		—			AA+
Total fixed-maturity securities	93		9,729		455		(90		)	10,094		(21		)	AA-	91		10,078		531		(79		)	10,530		(34		)	AA-
Short-term investments	7		720		0		0			720		—			AAA	9		979		0		0			979		—			AAA
Total investment portfolio	100	%	$	10,449	$	455	$	(90	)	$	10,814	$	(21	)	AA-	100	%	$	11,057	$	531	$	(79	)	$	11,509	$	(34	)	AA-

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Fixed-Maturity Securities and Short-Term Investments

by Security Type

As of December 31, 2013



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 Quality (3)
	(dollars in millions)
Fixed-maturity securities:
Obligations of state and political subdivisions	47	%	$	4,899	$	219	$	(39	)	$	5,079	$	4		AA
U.S. government and agencies	7		674		32		(6		)	700		—			AA+
Corporate securities	13		1,314		44		(18		)	1,340		0			A
Mortgage-backed securities(4):
RMBS	11		1,160		34		(72		)	1,122		(43		)	A
CMBS	5		536		17		(4		)	549		—			AAA
Asset-backed securities	6		605		10		(7		)	608		2			BBB+
Foreign government securities	3		300		14		(1		)	313		—			AA+
Total fixed-maturity securities	91		9,488		370		(147		)	9,711		(37		)	AA-
Short-term investments	9		904		0		0			904		—			AAA
Total investment portfolio	100	%	$	10,392	$	370	$	(147	)	$	10,615	$	(37	)	AA-

____________________


(1)	Based on amortized cost.


(2)	Accumulated OCI ("AOCI"). See also Note 17, Shareholders' Equity.


(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 ~~45%~~44% of mortgage backed securities as of ~~March 31,~~June 30, 2014 and 50% as of December 31, 2013 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. Securities rated lower than A-/A3 by S&P or Moody’s are not eligible to be 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.

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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,~~June 30, 2014


	Less than 12 months					12 months or more					Total					Less than 12 months					12 months or more					Total
	Fair value		Unrealized loss			Fair value		Unrealized loss			Fair value		Unrealized loss			Fair value		Unrealized loss			Fair value		Unrealized loss			Fair value		Unrealized loss
	(dollars in millions)															(dollars in millions)
Obligations of state and political subdivisions	$	458	$	(14	)	$	13	$	0		$	471	$	(14	)	$	53	$	(1	)	$	217	$	(4	)	$	270	$	(5	)
U.S. government and agencies	175		(5		)	—		—			175		(5		)	7		0			172		(3		)	179		(3		)
Corporate securities	307		(9		)	10		(1		)	317		(10		)	122		(17		)	156		(5		)	278		(22		)
Mortgage-backed securities:
RMBS	317		(13		)	155		(42		)	472		(55		)	89		(2		)	317		(43		)	406		(45		)
CMBS	93		(2		)	—		—			93		(2		)	—		—			26		0			26		0
Asset-backed securities	21		0			44		(3		)	65		(3		)	9		0			48		(3		)	57		(3		)
Foreign government securities	59		(1		)	—		—			59		(1		)	44		0			10		(1		)	54		(1		)
Total	$	1,430	$	(44	)	$	222	$	(46	)	$	1,652	$	(90	)	$	324	$	(20	)	$	946	$	(59	)	$	1,270	$	(79	)
Number of securities			307					30					337					58					165					223
Number of securities with other-than-temporary impairment			3					11					14					2					11					13

Fixed-Maturity Securities

Gross Unrealized Loss by Length of Time

As of December 31, 2013



	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	$	781	$	(39	)	$	5	$	0		$	786	$	(39	)
U.S. government and agencies	173		(6		)	—		—			173		(6		)
Corporate securities	401		(18		)	3		0			404		(18		)
Mortgage-backed securities:
RMBS	414		(21		)	186		(51		)	600		(72		)
CMBS	121		(4		)	—		—			121		(4		)
Asset-backed securities	196		(2		)	42		(5		)	238		(7		)
Foreign government securities	54		(1		)	1		0			55		(1		)
Total	$	2,140	$	(91	)	$	237	$	(56	)	$	2,377	$	(147	)
Number of securities			425					33					458
Number of securities with other-than-temporary impairment			13					11					24

Of the securities in an unrealized loss position for 12 months or more as of ~~March 31,~~June 30, 2014, nine securities had unrealized losses greater than 10% of book value. The total unrealized loss for these securities as of ~~March 31,~~June 30, 2014 was $3834 million. The Company has determined that the unrealized losses recorded as of ~~March 31,~~June 30, 2014 are yield related and not the result of other-than-temporary-impairment.

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The amortized cost and estimated fair value of available-for-sale fixed maturity securities by contractual maturity as of ~~March 31,~~June 30, 2014 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,~~June 30, 2014


	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(in millions)				(in millions)
Due within one year	$	301	$	304	$	169	$	171
Due after one year through five years	1,767		1,843		2,206		2,292
Due after five years through 10 years	2,375		2,481		2,248		2,381
Due after 10 years	3,448		3,625		3,594		3,803
Mortgage-backed securities:
RMBS	1,182		1,171		1,170		1,171
CMBS	656		670		691		712
Total	$	9,729	$	10,094	$	10,078	$	10,530

Under agreements with its cedants and in accordance with statutory requirements, the Company maintains fixed maturity securities and cash in trust accounts for the benefit of reinsured companies, which amounted to $~~397~~421 million and $377 million as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively, based on fair value. In addition, to fulfill state licensing requirements the Company has placed on deposit eligible securities of $19 million ~~and $19 million~~as of both ~~March 31,~~June 30, 2014 and December 31, 2013, ~~respectively,~~ based on fair value.

The fair value of the Company’s pledged securities under credit derivative contracts totaled $~~669~~472 million and $677 million as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively.

No material investments of the Company were non-income producing for ~~First Quarter~~Six Months 2014 and 2013, 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). The internally managed portfolio, as defined below, represents approximately 9%8% and 9% of the investment portfolio, on a fair value basis as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively. 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 (the "trading portfolio").

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).

Additional detail about the types and amounts of securities acquired by the Company for loss mitigation, other risk management and in the trading portfolio is set forth in the table below.

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Internally Managed Portfolio

Carrying Value


	As of March 31,		As of December 31,		As of June 30,		As of December 31,
	2014		2013		2014		2013
	(in millions)				(in millions)
Assets purchased for loss mitigation purposes:
Fixed maturity securities:
Obligations of state and political subdivisions	$	30	$	28	$	30	$	28
RMBS	277		284		275		284
Asset-backed securities	133		127		133		127
Other invested assets	46		47		24		47
Other risk management assets:
Fixed maturity securities	401		322		369		322
Other	83		35		83		35
Trading portfolio (other invested assets)	4		88		19		88
Total	$	974	$	931	$	933	$	931


11.	Insurance Company Regulatory Requirements

Contingency Reserves

On July 15, 2013, AGM and its wholly-owned subsidiary, AGE (together, the "AGM Group"), were notified that the New York State Department of Financial Services ("NYSDFS") does not object to the AGM Group reassuming contingency reserves that they had ceded to AG Re and electing to cease ceding future contingency reserves to AG Re under the following circumstances:

The AGM Group may reassume 33% of a contingency reserve base of approximately $250 million (the “NY Contingency Reserve Base”) in 2013, after July 16, 2013, the date on which the transactions for the capitalization of MAC were completed (the “Closing Date”).

The AGM Group may reassume 50% of the NY Contingency Reserve Base in 2014, no earlier than the one year anniversary of the Closing Date, with the prior approval of the NYSDFS.

The AGM Group may reassume the remaining 17% of the NY Contingency Reserve Base in 2015, no earlier than the two year anniversary of the Closing Date, with the prior approval of the NYSDFS.

At the same time, AGC was notified that the Maryland Insurance Administration (“MIA”) does not object to AGC reassuming contingency reserves that it had ceded to AG Re and electing to cease ceding future contingency reserves to AG Re under the following circumstances:

AGC may reassume 33% of a contingency reserve base of approximately $267 million (the “MD Contingency Reserve Base”) in 2013, after the Closing Date.

AGC may reassume 50% of the MD Contingency Reserve Base in 2014, no earlier than the one year anniversary of the Closing Date, with the prior approval of the MIA and the NYDFS.

AGC may reassume the remaining 17% of the MD Contingency Reserve Base in 2015, no earlier than the two year anniversary of the Closing Date, with the prior approval of the MIA and the NYSDFS.

The reassumption of the contingency reserves hasthe effect of increasing contingency reserves by the amount reassumed and decreasing policyholders' surplus by the same amount; there would be no impact on the statutory or rating agency capital as a result of the reassumption. The reassumption of contingency reserves would permit the release of amounts from the AG Re trust accounts securing AG Re's reinsurance of the AGM Group and AGC.

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In the third quarter of 2013, AGM and AGC reassumed 33% of their respective contingency reserve bases, which permitted the release of approximately $130 million of assets from the AG Re trust accounts securing AG Re's reinsurance of AGM and AGC, after adjusting for increases in the amounts required to be held in such accounts due to changes in asset values.

In August 2014, AGM and AGC received approval to reassume approximately $244 million, which constitutes 50% of their respective contingency reserve bases. AGM and AGC expect to complete such reassumptions by the end of the third quarter of 2014, which will permit the release of additional assets from the AG Re trust accounts securing AG Re's reinsurance of AGM and AGC.

Dividend Restrictions and Capital Requirements

Under New York insurance law, AGM may only pay dividends out of "earned surplus", which is the portion of a 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 NYSDFS 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 the last annual or quarterly statement filed with the New York Superintendent of Financial Services ("New York Superintendent")) or 100% of its adjusted net investment income during that period. The aggregate amount available for AGM to distribute as dividends in ~~2014~~the next twelve months without regulatory approval is estimated to be approximately $~~175~~174 million~~. AGM did not distribute any dividends in~~ ~~First Quarter 2014~~.

Under Maryland insurance law, AGC may, with prior notice to the Maryland Insurance Commissioner, pay an ordinary dividend that, together with all dividends paid in the prior 12 months, does not exceed 10% of its policyholders' surplus (as of the prior December 31) or 100% of its adjusted net investment income during that period. The aggregate amount available for AGC to distribute as ordinary dividends in 2014, ~~will be~~including amounts already paid per the table below, is approximately $69 million~~. AGC did not distribute any dividends in~~ ~~First Quarter 2014~~.

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

As of ~~March 31,~~June 30, 2014, AG Re had unencumbered assets of $~~201~~217 million. AG Re maintains unencumbered assets for general corporate purposes, including the payment of dividends and for placing assets in trust for the benefit of cedants to reflect declines in the market value of previously posted assets or additional ceded reserves. Accordingly, the amount of unencumbered assets will fluctuate during a given quarter based upon factors including the market value of previously posted assets and additional ceded reserves, if any. AG Re is an insurance company registered and licensed under the Insurance Act 1978 of Bermuda, amendments thereto and related regulations. Based on regulatory capital requirements, AG Re currently has $~~600~~784 million in excess capital and surplus. As a Class 3B insurer, AG Re is restricted from paying dividends or distributing capital by the following regulatory requirements:

Dividends shall not exceed outstanding statutory surplus which is $276 million.

Dividends on an annual basis shall not exceed 25% of its total statutory capital and statutory surplus (as set out in its previous year's financial statements) which is $280 million unless it files (at least seven days before payment of such

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dividends) with the Bermuda Monetary Authority an affidavit stating that it will continue to meet the required margins.

Capital distributions on an annual basis shall not exceed 15% of its total statutory capital (as set out in its previous year's financial statements) which is $127 million, unless approval is granted by the Bermuda Monetary Authority.

Dividends are limited by requirements that the subject company must at all times (i) maintain the minimum solvency margin and the Company's applicable enhanced capital requirements required under the Insurance Act of 1978 and (ii) have relevant assets in an amount at least equal to 75% of relevant liabilities, both as defined under the Insurance Act of 1978.

U.K. company law prohibits each of AGE and AGUK from declaring a dividend to its shareholders unless it has “profits available for distribution.” The determination of whether a company has profits available for distribution is based on its accumulated realized profits less its accumulated realized losses. While the U.K. insurance regulatory laws impose no statutory restrictions on a general insurer's ability to declare a dividend, the Prudential Regulation Authority's capital requirements may

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in practice act as a restriction on dividends. The Company does not expect AGE or AGUK to distribute any dividends at this time.

Dividends and Surplus Notes

By Insurance Company Subsidiaries


	First Quarter				Second Quarter				Six Months
	2014		2013		2014		2013		2014		2013
	(in millions)				(in millions)
Dividends paid by AGC to AGUS					$	15	$	17	$	15	$	17
Dividends paid by AGM to AGMH					45		38		45		38
Dividends paid by AG Re to AGL	$	62	$	40	20		60		82		100
Repayment of surplus note by AGM to AGMH	25		25		—		—		25		25


12.	Income Taxes

Overview

AGL, and its "Bermuda Subsidiaries," which consist of AG Re, AGRO, and Cedar Personnel Ltd., are not subject to any income, withholding or capital gains taxes under current Bermuda law. The Company has received an assurance from the Minister of Finance in Bermuda that, in the event of any taxes being imposed, AGL and its Bermuda Subsidiaries will be exempt from taxation in Bermuda until March 31, 2035. AGL's U.S. and U.K. subsidiaries are subject to income taxes imposed by U.S. and U.K. authorities, respectively, and file applicable tax returns. In addition, AGRO, a Bermuda domiciled company and AGE, a U.K. domiciled company, have elected under Section 953(d) of the U.S. Internal Revenue Code to be taxed as a U.S. domestic corporation.

In November 2013, AGL became tax resident in the U.K. although it will remain a Bermuda-based company and its administrative and head office functions will continue to be carried on in Bermuda. As a company that is not incorporated in the U.K., AGL currently intends to manage the affairs of AGL in such a way as to establish and maintain its status as a company that is tax resident in the U.K. As a U.K. tax resident company, AGL is required to file a corporation tax return with Her Majesty’s Revenue & Customs (“HMRC”). AGL is subject to U.K. corporation tax in respect of its worldwide profits (both income and capital gains), subject to any applicable exemptions. The main rate of corporation tax is ~~23%~~21% currently; such rate fell to 21% as of April 1, 2014 and will fall to 20% as of April 1, 2015. AGL has also registered in the U.K. to report its Value Added Tax (“VAT”) liability. The current rate of VAT is 20%. Assured Guaranty does not expect that becoming U.K. tax resident will result in any material change in the group’s overall tax charge. Assured Guaranty expects that the dividends AGL receives from its direct subsidiaries will be exempt from U.K. corporation tax due to the exemption in section 931D of the U.K. Corporation Tax Act 2009. In addition, any dividends paid by AGL to its shareholders should not be subject to any withholding tax in the U.K. The U.K. government implemented a new tax regime for “controlled foreign companies” (“CFC regime”) effective January 1, 2013. Assured Guaranty does not expect any profits of non-U.K. resident members of the group to be taxed under the CFC regime and has obtained a clearance from HMRC confirming this on the basis of current facts.

For the periods beginning on July 1, 2009 and forward, AGMH files a consolidated federal income tax return with AGUS, AGC, AG Financial Products Inc. ("AGFP") and AG Analytics Inc. (“AGUS consolidated tax group”). Beginning on

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May 12, 2012, MAC also joined the the AGUS consolidated tax group. Assured Guaranty Overseas US Holdings Inc. and its subsidiaries AGRO and AG Intermediary Inc., file their own consolidated federal income tax return.

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 2014. A discrete calculation of the provision is calculated for each interim period.

The effective tax rates reflect the proportion of income recognized by each of the Company’s operating subsidiaries, with U.S. subsidiaries taxed at the U.S. marginal corporate income tax rate of 35%, U.K. subsidiaries taxed at the U.K. blended

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marginal corporate tax rate of 21.5% unless subject to U.S. tax by election or as a U.S. controlled foreign corporation, and no taxes for the Company’s Bermuda subsidiaries unless subject to U.S. tax by election or as a U.S. controlled foreign corporation. For periods subsequent to April 1, 2014, the U.K. corporation tax rate has been reduced to 21%, for the period April 1, 2013 to April 1, 2014 the U.K. corporation tax rate was 23% resulting in a blended tax rate of 21.5% in 2014, and prior to April 1, 2013, the U.K. corporation tax rate was 24% resulting in a blended tax rate of 23.25% in 2013. The Company’s overall corporate effective tax rate fluctuates based on the distribution of income across jurisdictions.

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

Effective Tax Rate Reconciliation


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
Expected tax provision (benefit) at statutory rates in taxable jurisdictions	$	38		$	(48	)	$	72		$	124		$	110		$	76
Tax-exempt interest	(14		)	(14		)	(14		)	(15		)	(28		)	(29		)
Change in liability for uncertain tax positions	1			(8		)	—			1			1			(7		)
Other	2			2			1			0			3			2
Total provision (benefit) for income taxes	$	27		$	(68	)	$	59		$	110		$	86		$	42
Effective tax rate	38.8		%	31.8		%	27.2		%	33.5		%	30.0		%	36.4		%

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. or U.K. domiciled but are subject to U.S. or U.K. tax by election, establishment of tax residency or as controlled foreign corporations are included at the U.S. or U.K. statutory tax rate. Where there is a pretax loss in one jurisdiction and pretax income in another, the total combined expected tax rate may be higher or lower than any of the individual statutory rates.

The following table presents pretax income and revenue by jurisdiction.

Pretax Income (Loss) by Tax Jurisdiction


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
United States	$	113		$	(134	)	$	209		$	353		$	322		$	219
Bermuda	(37		)	(78		)	18			(24		)	(19		)	(102		)
U.K.	(7		)	0			(9		)	0			(16		)	0
Total	$	69		$	(212	)	$	218		$	329		$	287		$	117

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Revenue by Tax Jurisdiction


	First Quarter						Second Quarter					Six Months
	2014			2013			2014			2013		2014			2013
	(in millions)						(in millions)
United States	$	195		$	(127	)	$	293		$	425	$	488		$	298
Bermuda	1			(49		)	61			40		62			(9		)
U.K.	(1		)	0			(1		)	0		(2		)	0
Total	$	195		$	(176	)	$	353		$	465	$	548		$	289

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Pretax income by jurisdiction may be disproportionate to revenue by jurisdiction to the extent that insurance losses incurred are disproportionate.

Valuation Allowance

The Company came to the conclusion that it is more likely than not that its 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 operating 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 IRS concluded its field work with respect to tax years 2006 through 2008 without adjustment. On February 20, 2013 the IRS notified AGUS that the Joint Committee on Taxation completed its review of the 2006 through 2008 tax years and has accepted the results of the IRS examination without exception. Assured Guaranty Oversees US Holdings Inc. has open tax years of 2009 forward. AGMH and subsidiaries have separate open tax years with the IRS of January 1, 2009 through the July 1, 2009 when they joined the AGUS consolidated group. The IRS concluded its field work with respect to tax year 2008 for AGMH and subsidiaries while members of the Dexia Holdings Inc. consolidated tax group without adjustment. The Company is indemnified by Dexia SA and Dexia Crédit Local S.A. for any potential liability associated with this audit of any periods prior to the Company's acquisition of AGMH on July 1, 2009. The Company's U.K. subsidiaries are not currently under examination and have open tax years of 2011 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 ~~$0.3~~$1 million for ~~First Quarter~~Six Months 2014 and $1 million for 2013. For ~~First Quarter~~Six Months 2013, an amount of $9 million was released following the closing of an IRS audit. As of ~~March 31,~~June 30, 2014 and December 31, 2013, the Company ~~has~~had accrued $34 million and $3 million of interest, respectively.

The total amount of unrecognized tax benefits as of ~~March 31,~~June 30, 2014 and December 31, 2013, that would affect the effective tax rate, if recognized, was $21 million and $20 million, respectively.


13.	Reinsurance and Other Monoline Exposures

The Company assumes exposure on insured obligations (“Assumed Business”) and cedes portions of its exposure on obligations it has insured (“Ceded Business”) in exchange for premiums, net of ceding commissions. The Company has historically entered into ceded reinsurance contracts in order to obtain greater business diversification and reduce the net potential loss from large risks.

Assumed and Ceded Business

The Company assumes business from other monoline financial guaranty companies. Under these relationships, 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

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where the ceding company is experiencing financial distress and is unable to pay premiums. The Company’s facultative and treaty agreements are generally subject to termination at the option of the ceding company:

if the Company fails to meet certain financial and regulatory criteria and to maintain a specified minimum financial strength rating, or

upon certain changes of control of the Company.

Upon termination under these conditions, the Company may be required (under some of its reinsurance agreements) to return to the ceding company unearned premiums (net of ceding commissions) and loss reserves calculated on a statutory basis of accounting, attributable to reinsurance assumed pursuant to such agreements after which the Company would be released from liability with respect to the Assumed Business.

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Upon the occurrence of the conditions set forth in the first bullet above, whether or not an agreement is terminated, the Company may be required to obtain a letter of credit or alternative form of security to collateralize its obligation to perform under such agreement or it may be obligated to increase the level of ceding commission paid.

The downgrade of the financial strength ratings of AG Re or of AGC gives certain reinsurance counterparties the right to recapture ceded business, which would lead to a reduction in the Company's unearned premium reserve and related earnings on such reserve. With respect to a significant portion of the Company's in-force financial guaranty assumed business, based on AG Re's and AGC's current ratings and subject to the terms of each reinsurance agreement, the third party ceding company may have the right to recapture assumed business ceded to AG Re and/or AGC, and in connection therewith, to receive payment from the assuming reinsurer of an amount equal to the reinsurer’s statutory unearned premium (net of ceding commissions) and statutory loss reserves (if any) associated with that business, plus, in certain cases, an additional ceding commission. As of ~~March 31,~~June 30, 2014, if each third party company ceding business to AG Re and/or AGC had a right to recapture such business, and chose to exercise such right, the aggregate amounts that AG Re and AGC could be required to pay to all such companies would be approximately $~~283~~286 million and $5754 million, respectively.

The Company has Ceded Business to non-affiliated companies to limit its exposure to risk. Under these relationships, the Company cedes 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.

In ~~First Quarter~~Six Months 2014, the Company entered into commutation agreements to reassume previously ceded business consisting of approximately $856 million par of almost exclusively U.S. public finance and European (predominantly UK) utility and infrastructure exposures outstanding as of February 28, 2014. For such reassumptions, the Company received the statutory unearned premium outstanding as of the commutation dates plus, in one case, a commutation premium. There were no commutations in ~~First Quarter~~Six Months 2013.

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.

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Effect of Reinsurance on Statement of Operations


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
Premiums Written:
Direct	$	31		$	19		$	17		$	1		$	48		$	20
Assumed(1)	(1		)	(2		)	0			21			(1		)	19
Ceded	(24		)	(2		)
Ceded(2)							2			1			(22		)	(1		)
Net	$	6		$	15		$	19		$	23		$	25		$	38
Premiums Earned:
Direct	$	140		$	267		$	147		$	187		$	287		$	454
Assumed	11			13			9			1			20			14
Ceded	(19		)	(32		)	(20		)	(25		)	(39		)	(57		)
Net	$	132		$	248		$	136		$	163		$	268		$	411
Loss and LAE:
Direct	$	34		$	(27	)	$	70		$	20		$	104		$	(7	)
Assumed	6			(14		)	9			49			15			35
Ceded	1			(7		)	(22		)	(7		)	(21		)	(14		)
Net	$	41		$	(48	)	$	57		$	62		$	98		$	14

____________________


(1)	Negative assumed premiums written were due to changes in expected Debt Service schedules.

(2) Positive ceded premiums written were due to changes in expected Debt Service schedules.

Reinsurer Exposure

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 decline based on the rating of the monoline. At ~~March 31,~~June 30, 2014, based on fair value, the Company had fixed-maturity securities in its investment portfolio consisting of $~~435~~418 million insured by National Public Finance Guarantee Corporation, $~~455~~439 million insured by Ambac Assurance Corporation ("Ambac") and $29 million insured by other guarantors.

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Exposure by Reinsurer


	Ratings at		Par Outstanding						Ratings at		Par Outstanding
	May 5, 2014		As of March 31, 2014						August 5, 2014		As of June 30, 2014
Reinsurer	Moody’s Reinsurer Rating	S&P Reinsurer Rating	Ceded Par Outstanding(1)		Second-to- Pay Insured Par Outstanding		Assumed Par Outstanding		Moody’s Reinsurer Rating	S&P Reinsurer Rating	Ceded Par Outstanding(1)		Second-to- Pay Insured Par Outstanding		Assumed Par Outstanding
	(dollars in millions)								(dollars in millions)
American Overseas Reinsurance Company Limited (f/k/a Ram Re)	WR (2)	WR	$	8,113	$	—	$	30	WR (2)	WR	$	7,854	$	—	$	30
Tokio Marine & Nichido Fire Insurance Co., Ltd.	Aa3 (3)	AA- (3)	6,273		—		—		Aa3 (3)	AA- (3)	6,031		—		—
Radian Asset Assurance Inc.	Ba1	B+	4,696		24		987		Ba1	B+	4,600		22		940
Syncora Guarantee Inc.	WR	WR	4,192		1,769		161		WR	WR	4,198		1,784		161
Mitsui Sumitomo Insurance Co. Ltd.	A1	A+ (3)	2,139		—		—		A1	A+ (3)	2,101		—		—
ACA Financial Guaranty Corp.	NR (5)	WR	809		3		8		NR (5)	WR	801		3		—
Federal Insurance Company	Aa2	AA	382		—		—		Aa2	AA	382		—		—
Swiss Reinsurance Co.	Aa3	AA-	347		—		—		Aa3	AA-	344		—		—
Security Life of Denver Insurance Company	A3	A-	239		—		—		A3	A-	239		—		—
Ambac (4)	WR	WR	85		6,013		17,578		WR	WR	82		5,665		17,336
CIFG Assurance North America Inc.	WR	WR	—		114		4,883		WR	WR	—		114		4,758
MBIA Inc.	(4)	(4)	—		10,208		7,221		(4)	(4)	—		9,968		7,008
Financial Guaranty Insurance Co.	WR	WR	—		2,273		1,237		WR	WR	—		2,227		1,180
Other	Various	Various	251		2,114		45		Various	Various	247		2,164		46
Total			$	27,526	$	22,518	$	32,150			$	26,879	$	21,947	$	31,459

____________________


(1)	Includes $~~3,038~~2,827 million in ceded par outstanding related to insured credit derivatives.

(2) Represents “Withdrawn Rating.”��

(3) The Company has structural collateral agreements satisfying the triple-A credit requirement of S&P and/or Moody’s.


(4)	MBIA Inc. includes various subsidiaries which are rated AA- and B by S&P and ~~Baa1, B1~~A3, Ba2 and B3B2 by Moody’s. Ambac includes policies in their general and segregated account.


(5)	Represents “Not Rated.”

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Amounts Due (To) From Reinsurers

As of ~~March 31,~~June 30, 2014


	Assumed Premium, net of Commissions		Ceded Premium, net of Commissions			Assumed Expected Loss and LAE			Ceded Expected Loss and LAE		Assumed Premium, net of Commissions		Ceded Premium, net of Commissions			Assumed Expected Loss and LAE			Ceded Expected Loss and LAE
	(in millions)										(in millions)
American Overseas Reinsurance Company Limited	$	—	$	(9	)	$	—		$	7	$	—	$	(9	)	$	—		$	10
Tokio Marine & Nichido Fire Insurance Co., Ltd.	—		(18		)	—			18		—		(18		)	—			31
Radian Asset Assurance Inc.	—		(17		)	—			14		—		(17		)	—			17
Syncora Guarantee Inc.	—		(39		)	—			1		—		(39		)	—			2
Mitsui Sumitomo Insurance Co. Ltd.	—		(3		)	—			3		—		(3		)	—			9
Federal Insurance Company	—		(17		)	—			—				(17		)	—			—
Swiss Reinsurance Co.	—		(3		)	—			1		—		(3		)	—			3
Security Life of Denver Insurance Company	—		(10		)	—			—		—		(9		)	—			—
Ambac	66		—			(82		)	—		64		—			(89		)	—
CIFG Assurance North America Inc.	—		—			(6		)	—		—		—			(6		)	—
MBIA Inc.	13		—			(10		)	—		13		—			(10		)	—
Financial Guaranty Insurance Co.	6		—			(104		)	—		6		—			(109		)	—
Other	0		(25		)	—			—		0		(24		)	—			—
Total	$	85	$	(141	)	$	(202	)	$	44	$	83	$	(139	)	$	(214	)	$	72

Excess of Loss Reinsurance Facility

AGC, AGM and MAC entered into an aggregate excess of loss reinsurance facility with a number of reinsurers, effective as of January 1, 2014. The facility covers losses occurring either from January 1, 2014 through December 31, 2021, or January 1, 2015 through December 31, 2022, at the option of AGC, AGM and MAC. It terminates on January 1, 2016, unless AGC, AGM and MAC choose to extend it. The facility covers certain U.S. public finance credits insured or reinsured by AGC, AGM and MAC as of September 30, 2013, excluding credits that were rated non-investment grade as of December 31, 2013 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 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 $1.5 billion in the aggregate. The facility covers a portion of the next $500 million of losses, with the reinsurers assuming pro rata in the aggregate $450 million of the $500 million of losses and AGC, AGM and MAC jointly retaining the remaining $50 million of losses. The reinsurers are required to be rated at least AA- or to post collateral sufficient to provide AGM, AGC and MAC with the same reinsurance credit as reinsurers rated AA-. AGM, AGC 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 have paid approximately $19 million of premiums during 2014 for the term January 1, 2014 through December 31, 2014 and deposited approximately $19 million of securities into trust accounts for the benefit of the reinsurers to be used to pay the premium for January 1, 2015 through December 31, 2015. ~~This facility replaces the $435 million aggregate excess of loss reinsurance facility that AGC and AGM had entered into on January 22, 2012.~~


14.	Commitments and Contingencies

Legal Proceedings

Litigation

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.

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

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reasonably possible, but not probable, or is probable but not reasonably estimable, no accrual is established, but if the matter is

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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.

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. For example, as described in the "Recovery Litigation" section of Note 5, Expected Loss to be Paid, as of the date of this filing, AGC and AGM have filed complaints against certain sponsors and underwriters of RMBS securities that AGC or AGM had insured, alleging, among other claims, that such persons had breached R&W in the transaction documents, failed to cure or repurchase defective loans and/or violated state securities laws. The amounts, if any, the Company will recover in proceedings 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.

Proceedings Relating to the Company’s Financial Guaranty Business

The Company receives subpoenas duces tecum and interrogatories from regulators from time to time.

Beginning in July 2008, AGM and various other financial guarantors were named in complaints filed in the Superior Court for the State of California, City and County of San Francisco by a number of plaintiffs. Subsequently, plaintiffs' counsel filed amended complaints against AGM and AGC and added additional plaintiffs. These complaints alleged that the financial guaranty insurer defendants (i) participated in a conspiracy in violation of California's antitrust laws to maintain a dual credit rating scale that misstated the credit default risk of municipal bond issuers and created market demand for municipal bond insurance, (ii) participated in risky financial transactions in other lines of business that damaged each insurer's financial condition (thereby undermining the value of each of their guaranties), and (iii) failed to adequately disclose the impact of those transactions on their financial condition. In addition to their antitrust claims, various plaintiffs asserted claims for breach of the covenant of good faith and fair dealing, fraud, unjust enrichment, negligence, and negligent misrepresentation. At hearings held in July and October 2011 relating to AGM, AGC and the other defendants' demurrer, the court overruled the demurrer on the following claims: breach of contract, violation of California's antitrust statute and of its unfair business practices law, and fraud. The remaining claims were dismissed. On December 2, 2011, AGM, AGC and the other bond insurer defendants filed an anti-SLAPP ("Strategic Lawsuit Against Public Participation") motion to strike the complaints under California's Code of Civil Procedure. On July 9, 2013, the court entered its order denying in part and granting in part the bond insurers' motion to strike. As a result of the order, the causes of action that remain against AGM and AGC are: claims of breach of contract and fraud, brought by the City of San Jose, the City of Stockton, East Bay Municipal Utility District and Sacramento Suburban Water District, relating to the failure to disclose the impact of risky financial transactions on their financial condition; and a claim of breach of the unfair business practices law brought by The Jewish Community Center of San Francisco. On

September 9, 2013, plaintiffs filed an appeal of the anti-SLAPP ruling on the California antitrust statute. On September 30, 2013, AGC, AGM and the other bond insurer defendants filed a notice of cross-appeal. On July 7, 2014, the bond insurer defendants, as cross-appellants, filed their opening brief in the Court of Appeal of the State of California First Appellate District, Division 2. The complaints generally seek unspecified monetary damages, interest, attorneys' fees, costs and other expenses. The Company cannot reasonably estimate the possible loss or range of loss, if any, that may arise from these lawsuits.

On November 28, 2011, Lehman Brothers International (Europe) (in administration) (“LBIE”) sued AGFP, an affiliate of AGC which in the past had provided credit protection to counterparties under credit default swaps. AGC acts as the credit support provider of AGFP under these credit default swaps. LBIE’s complaint, which was filed in the Supreme Court of the State of New York, alleged that AGFP improperly terminated nine credit derivative transactions between LBIE and AGFP and improperly calculated the termination payment in connection with the termination of 28 other credit derivative transactions between LBIE and AGFP. With respect to the 28 credit derivative transactions, AGFP calculated that LBIE owes AGFP approximately $25 million, whereas LBIE asserted in the complaint that AGFP owes LBIE a termination payment of approximately $1.4 billion. LBIE is seeking unspecified damages. On February 3, 2012, AGFP filed a motion to dismiss certain of the counts in the complaint, and on March 15, 2013, the court granted AGFP's motion to dismiss the count relating to improper termination of the nine credit derivative transactions and denied AGFP's motion to dismiss the count relating to the remaining transactions. The Company cannot reasonably estimate the possible loss, if any, that may arise from this lawsuit.

On November 19, 2012, Lehman Brothers Holdings Inc. (“LBHI”) and Lehman Brothers Special Financing Inc. (“LBSF") commenced an adversary complaint and claim objection in the United States Bankruptcy Court for the Southern District of New York against Credit Protection Trust 283 (“CPT 283”), FSA Administrative Services, LLC, as trustee for CPT 283, and AGM, in connection with CPT 283's termination of a CDS between LBSF and CPT 283. CPT 283 terminated the CDS as a consequence of LBSF failing to make a scheduled payment owed to CPT 283, which termination occurred after

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LBHI filed for bankruptcy but before LBSF filed for bankruptcy. The CDS provided that CPT 283 was entitled to receive from

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LBSF a termination payment in that circumstance of approximately $43.8 million (representing the economic equivalent of the future fixed payments CPT 283 would have been entitled to receive from LBSF had the CDS not been terminated), and CPT 283 filed proofs of claim against LBSF and LBHI (as LBSF's credit support provider) for such amount. LBHI and LBSF seek to disallow and expunge (as impermissible and unenforceable penalties) CPT 283's proofs of claim against LBHI and LBSF and recover approximately $67.3 million, which LBHI and LBSF allege was the mark-to-market value of the CDS to LBSF (less unpaid amounts) on the day CPT 283 terminated the CDS, plus interest, attorney's fees, costs and other expenses. On the same day, LBHI and LBSF also commenced an adversary complaint and claim objection against Credit Protection Trust 207 (“CPT 207”), FSA Administrative Services, LLC, as trustee for CPT 207, and AGM, in connection with CPT 207's termination of a CDS between LBSF and CPT 207. Similarly, the CDS provided that CPT 207 was entitled to receive from LBSF a termination payment in that circumstance of $492,555. LBHI and LBSF seek to disallow and expunge CPT 207's proofs of claim against LBHI and LBSF and recover approximately $1.5 million. AGM believes the terminations of the CDS and the calculation of the termination payment amounts were consistent with the terms of the ISDA master agreements between the parties. The Company cannot reasonably estimate the possible loss, if any, that may arise from this lawsuit.

On September 25, 2013, Wells Fargo Bank, N.A., as trust administrator, 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 on insured certificates issued in the MASTR Adjustable Rate Mortgages Trust 2007-3 securitization. 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 the Company 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 the Company did acquire. While Dexia SA and Dexia Crédit Local S.A., jointly and severally, have agreed to indemnify the Company against liability arising out of the proceedings described below in the “—Proceedings Related to AGMH’s Former Financial Products Business” section, 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 AGMH or its subsidiaries.

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 is 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; and

AGM received a subpoena from the SEC in November 2006 related to an ongoing industry-wide investigation concerning the bidding of municipal GICs and other municipal derivatives,

Pursuant to the subpoenas, AGMH has furnished to the Department of Justice and SEC records and other information with respect to AGMH’s municipal GIC business. The ultimate loss that may arise from these investigations remains uncertain.

In addition AGMH had received a “Wells Notice” from the staff of the Philadelphia Regional Office of the SEC in February 2008 relating to the investigation concerning the bidding of municipal GICs and other municipal derivatives. The Wells Notice indicated that the SEC staff was considering recommending that the SEC authorize the staff to bring a civil injunctive action and/or institute administrative proceedings against AGMH, alleging violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and Section 17(a) of the Securities Act. On January 8, 2014, the SEC issued a letter stating that it had concluded the investigation as to AGMH and, based on the information it had as of such date, it did not intend to recommend an enforcement action by the SEC against AGMH.

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In July 2010, a former employee of AGM who had been involved in AGMH's former Financial Products Business was indicted along with two other persons with whom he had worked at Financial Guaranty Insurance Company. Such former employee and the other two persons were convicted on fraud conspiracy counts. After appeal, their convictions were reversed by a three-judge panel of the U.S. Court of Appeals for the Second Circuit in November 2013. In January 2014, the Department of Justice petitioned the U.S. Court of Appeals for the Second Circuit for a panel rehearing and a rehearing en banc of the appeal.

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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, 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 complaints in these lawsuits generally seek unspecified monetary damages, interest, attorneys’ fees and other costs. The Company cannot reasonably estimate the possible loss, if any, or range of loss that may arise from these lawsuits.

Four of the 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 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.

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: (f) City of Riverside, California v. Bank of America, N.A.; (g) Sacramento Municipal Utility District v. Bank of America, N.A.; (h) Los Angeles World Airports v. Bank of America, N.A.; (i) Redevelopment Agency of the City of Stockton v. Bank of America, N.A.; (j) Sacramento Suburban Water District v. Bank of America, N.A.; and (k) County of Tulare, California v. Bank of America, N.A.

The MDL 1950 court denied AGM and AGUS’s motions to dismiss these ~~eleven~~11 complaints in April 2010. Amended complaints were filed in May 2010. On October 29, 2010, AGM and AGUS were voluntarily dismissed with prejudice from the Sacramento Municipal Utility District case only. 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);

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(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

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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 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.


15.	Long-Term Debt and Credit Facilities

The principal and carrying values of the Company’s long-term debt are presented in the table below.

Principal and Carrying Amounts of Debt


	As of March 31, 2014				As of December 31, 2013				As of June 30, 2014				As of December 31, 2013
	Principal		Carrying Value		Principal		Carrying Value		Principal		Carrying Value		Principal		Carrying Value
	(in millions)								(in millions)
AGUS:
7.0% Senior Notes	$	200	$	198	$	200	$	198	$	200	$	198	$	200	$	198
5.0% Senior Notes									500		499		—		—
Series A Enhanced Junior Subordinated Debentures	150		150		150		150		150		150		150		150
Total AGUS	350		348		350		348		850		847		350		348
AGMH:
67/8% QUIBS	100		68		100		68		100		68		100		68
6.25% Notes	230		138		230		138		230		139		230		138
5.60% Notes	100		55		100		55		100		55		100		55
Junior Subordinated Debentures	300		170		300		169		300		171		300		169
Total AGMH	730		431		730		430		730		433		730		430
AGM:
AGM Notes Payable	29		33		34		38		27		31		34		38
Total	$	1,109	$	812	$	1,114	$	816	$	1,607	$	1,311	$	1,114	$	816

5.0% Senior Notes

On June 20, 2014, AGUS issued $500 million of 5.0% Senior Notes due 2024 ("5.0% Senior Notes") for net proceeds of $496 million. The notes are guaranteed by AGL. The net proceeds from the sale of the notes will be used for general corporate purposes, including the purchase of AGL common shares. Assured Guaranty has invested such net proceeds in short term and other marketable securities.

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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 $~~1.4~~1.3 billion as of ~~March 31,~~June 30, 2014. 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,~~June 30, 2014, 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.

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. The commitment amount of the Strip Coverage Facility was $1 billion at closing of the Company's acquisition of ~~AGMH, and is scheduled to amortize over time. On February 7, 2014,~~AGMH. AGM has reduced the maximum commitment amount ~~by $460 million~~from time to ~~approximately $500 million,~~time, after taking into account its experience with its exposure to leveraged lease ~~transactions to date. The~~transactions. Most recently, as of June 30, 2014, AGM reduced the maximum commitment amount ofto $495 million and agreed with Dexia Crédit Local (NY) that the ~~Strip Coverage Facility had amortized to approximately $499 million~~ ~~as of March 31, 2014.~~commitment amount would no longer amortize on a scheduled monthly basis.

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. ~~The~~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 January 31, ~~2042.~~2042).

The Strip Coverage Facility’s financial covenants require that AGM and its subsidiaries ~~maintain~~ maintain:

•a maximum debt-to-capital ratio of 30%; and ~~maintain~~

a minimum net worth of 75% of consolidated net worth as of July 1, 2009, plus, beginning ~~July 1, 2015:~~

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 orand (ii) a fraction, the numerator of which is the commitment amount as of ~~such~~the relevant calculation date ~~and the denominator of which is $1 billion, or~~

~~zero, if the consolidated net worth of AGM and its subsidiaries as of June 30, 2014 is less than the sum of (i)~~ ~~75%~~ ~~of consolidated net worth as of July 1, 2009 plus (ii) the product of (x)~~ ~~25%~~ of the aggregate consolidated net income (or loss) for the period beginning July 2, 2009 and ending on June 20, 2014 and (y) a fraction, the numerator of which is the commitment amount as of June 30, 2014 and the denominator of which is $1 billion.

The Company iswas in compliance with all financial covenants as of ~~March 31,~~June 30, 2014.

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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,~~June 30, 2014, no amounts were outstanding under this facility, nor have there been any borrowings during the life of this facility.

Intercompany Credit Facility

On October 25, 2013, AGL, as borrower, and AGUS, as lender, entered into a revolving credit facility pursuant to which AGL may, from time to time, borrow for general corporate purposes. Under the credit facility, AGUS committed to lend a principal amount not exceeding $225 million in the aggregate. Such commitment terminates on the October 25, 2018 (the “loan termination date”). The unpaid principal amount of each loan will bear interest at a fixed rate equal to 100% of the then applicable Federal short-term or mid-term interest rate, as the case may be, as determined under Internal Revenue Code Sec. 1274(d), and interest on all loans will be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. Accrued interest on all loans will be paid on the last day of each June and December, beginning on December 31, 2013, and at maturity. AGL must repay the then unpaid principal amounts of the loans by the third anniversary of the loan termination date. No amounts are currently outstanding under the credit facility.

Committed Capital Securities

On April 8, 2005, AGC entered into separate agreements (the “Put Agreements”) with four custodial trusts (each, a “Custodial Trust”) pursuant to which AGC may, at its option, cause each of the Custodial Trusts to purchase up to $50 million of perpetual preferred stock of AGC (the “AGC Preferred Stock”). The custodial trusts were created as a vehicle for providing capital support to AGC by allowing AGC to obtain immediate access to new capital at its sole discretion at any time through the exercise of the put option. If the put options were exercised, AGC would receive $200 million in return for the issuance of its own perpetual preferred stock, the proceeds of which may be used for any purpose, including the payment of claims. The put options have not been exercised through the date of this filing.

Distributions on the AGC CCS are determined pursuant to an auction process. On April 7, 2008 this auction process failed, thereby increasing the annualized rate on the AGC CCS to one-month LIBOR plus 250 basis points. Distributions on the AGC preferred stock will be determined pursuant to the same process.

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 Securities 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,~~June 30, 2014 the put option had not been exercised. The Company does not consider itself to be the primary beneficiary of the trusts. See Note 7, Fair Value Measurement, –Other Assets–Committed Capital Securities, for a fair value measurement discussion.

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16.	Earnings Per Share

Computation of Earnings Per Share


	First Quarter					Second Quarter				Six Months
	2014		2013			2014		2013		2014		2013
	(in millions, except per share amounts)					(in millions, except per share amounts)
Basic earnings per share ("EPS"):
Net income (loss) attributable to AGL	$	42	$	(144	)	$	159	$	219	$	201	$	75
Less: Distributed and undistributed income (loss) available to nonvested shareholders	0		0			0		0		0		0
Distributed and undistributed income (loss) available to common shareholders of AGL and subsidiaries, basic	$	42	$	(144	)	$	159	$	219	$	201	$	75
Basic shares	182.1		193.9			178.4		187.8		180.3		190.8
Basic EPS	$	0.23	$	(0.74	)	$	0.89	$	1.17	$	1.12	$	0.39

Diluted EPS:
Distributed and undistributed income (loss) available to common shareholders of AGL and subsidiaries, basic	$	42	$	(144	)	$	159	$	219	$	201	$	75
Plus: Re-allocation of undistributed income (loss) available to nonvested shareholders of AGL and subsidiaries	—		—			0		0		0		0
Distributed and undistributed income (loss) available to common shareholders of AGL and subsidiaries, diluted	$	42	$	(144	)	$	159	$	219	$	201	$	75

Basic shares	182.1		193.9			178.4		187.8		180.3		190.8
Effect of dilutive securities:
Options and restricted stock awards	1.0		—			1.1		1.0		1.0		0.9
Diluted shares	183.1		193.9			179.5		188.8		181.3		191.7
Diluted EPS	$	0.23	$	(0.74	)	$	0.89	$	1.16	$	1.11	$	0.39
Potentially dilutive securities excluded from computation of EPS because of antidilutive effect	1.5		5.1			1.5		2.0		1.5		3.6

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17.	Shareholders' Equity

Other Comprehensive Income

The following tables present the changes in each component of accumulated other comprehensive income and the effect of significant reclassifications out of AOCI on the respective line items in net income.

Changes in Accumulated Other Comprehensive Income by Component

~~First~~Second Quarter 2014


	Net Unrealized Gains (Losses) on Investments with no Other-Than-Temporary Impairment			Net Unrealized Gains (Losses) on Investments with Other-Than-Temporary Impairment			Cumulative Translation Adjustment			Cash Flow Hedge			Total Accumulated Other Comprehensive Income			Net Unrealized Gains (Losses) on Investments with no Other-Than-Temporary Impairment			Net Unrealized Gains (Losses) on Investments with Other-Than-Temporary Impairment			Cumulative Translation Adjustment			Cash Flow Hedge		Total Accumulated Other Comprehensive Income
	(in millions)															(in millions)
Balance, December 31, 2013	$	178		$	(24	)	$	(3	)	$	9		$	160
Balance, March 31, 2014																$	271		$	(13	)	$	(2	)	$	8	$	264
Other comprehensive income (loss) before reclassified	94			8			1			—			103			75			(17		)	3			—		61
Amounts reclassified from AOCI to:
Other net realized investment gains (losses)	(2		)	5			—			—			3			(2		)	12			—			—		10
Interest expense	—			—			—			0			0			—			—			—			0		0
Total before tax	(2		)	5			—			0			3			(2		)	12			—			0		10
Tax (provision) benefit	1			(2		)	—			(1		)	(2		)	1			(4		)	—			0		(3		)
Total amount reclassified from AOCI, net of tax	(1		)	3			—			(1		)	1			(1		)	8			—			0		7
Net current period other comprehensive income	93			11			1			(1		)	104			74			(9		)	3			0		68
Balance, March 31, 2014	$	271		$	(13	)	$	(2	)	$	8		$	264
Balance, June 30, 2014																$	345		$	(22	)	$	1		$	8	$	332

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Changes in Accumulated Other Comprehensive Income by Component

Second Quarter 2013



	Net Unrealized Gains (Losses) on Investments with no Other-Than-Temporary Impairment			Net��Unrealized Gains (Losses) on Investments with Other-Than-Temporary Impairment			Cumulative Translation Adjustment			Cash Flow Hedge			Total Accumulated Other Comprehensive Income
	(in millions)
Balance, March 31, 2013	$	466		$	(17	)	$	(11	)	$	9		$	447
Other comprehensive income (loss) before reclassified	(219		)	(16		)	(1		)	—			(236		)
Amounts reclassified from AOCI to:
Other net realized investment gains (losses)	(13		)	11			—			—			(2		)
Interest expense	—			—			—			(1		)	(1		)
Total before tax	(13		)	11			—			(1		)	(3		)
Tax (provision) benefit	3			(3		)	—			1			1
Total amount reclassified from AOCI, net of tax	(10		)	8			—			0			(2		)
Net current period other comprehensive income	(229		)	(8		)	(1		)	0			(238		)
Balance, June 30, 2013	$	237		$	(25	)	$	(12	)	$	9		$	209

Changes in Accumulated Other Comprehensive Income by Component

Six Months 2014



	Net Unrealized Gains (Losses) on Investments with no Other-Than-Temporary Impairment			Net Unrealized Gains (Losses) on Investments with Other-Than-Temporary Impairment			Cumulative Translation Adjustment			Cash Flow Hedge			Total Accumulated Other Comprehensive Income
	(in millions)
Balance, December 31, 2013	$	178		$	(24	)	$	(3	)	$	9		$	160
Other comprehensive income (loss) before reclassified	169			(9		)	4			—			164
Amounts reclassified from AOCI to:
Other net realized investment gains (losses)	(4		)	17			—			—			13
Interest expense	—			—			—			0			0
Total before tax	(4		)	17			—			0			13
Tax (provision) benefit	2			(6		)	—			(1		)	(5		)
Total amount reclassified from AOCI, net of tax	(2		)	11			—			(1		)	8
Net current period other comprehensive income	167			2			4			(1		)	172
Balance, June 30, 2014	$	345		$	(22	)	$	1		$	8		$	332

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Changes in Accumulated Other Comprehensive Income by Component

~~First Quarter~~Six Months 2013


	Net Unrealized Gains (Losses) on Investments with no Other-Than-Temporary Impairment			Net Unrealized Gains (Losses) on Investments with Other-Than-Temporary Impairment			Cumulative Translation Adjustment			Cash Flow Hedge		Total Accumulated Other Comprehensive Income			Net Unrealized Gains (Losses) on Investments with no Other-Than-Temporary Impairment			Net Unrealized Gains (Losses) on Investments with Other-Than-Temporary Impairment			Cumulative Translation Adjustment			Cash Flow Hedge			Total Accumulated Other Comprehensive Income
	(in millions)														(in millions)
Balance, December 31, 2012	$	517		$	(5	)	$	(6	)	$	9	$	515		$	517		$	(5	)	$	(6	)	$	9		$	515
Other comprehensive income (loss) before reclassified	(50		)	(16		)	(5		)	—		(71		)	(269		)	(32		)	(6		)	—			(307		)
Amounts reclassified from AOCI to:
Other net realized investment gains (losses)	(1		)	6			—			—		5			(14		)	17			—			—			3
Interest expense	—			—			—			0		0			—			—			—			(1		)	(1		)
Total before tax	(1		)	6			—			0		5			(14		)	17			—			(1		)	2
Tax (provision) benefit	—			(2		)	—			0		(2		)	3			(5		)	—			1			(1		)
Total amount reclassified from AOCI, net of tax	(1		)	4			—			0		3			(11		)	12			—			0			1
Net current period other comprehensive income	(51		)	(12		)	(5		)	0		(68		)	(280		)	(20		)	(6		)	0			(306		)
Balance, March 31, 2013	$	466		$	(17	)	$	(11	)	$	9	$	447
Balance, June 30, 2013															$	237		$	(25	)	$	(12	)	$	9		$	209

Share Repurchase

~~Under~~The following table presents share repurchases by quarter since January 2013.

Share Repurchases



Period	Number of Shares Repurchased	Total Payments(in millions)		Average Price Paid Per Share
2013 (January 1 - March 31)	1,914,566	$	39	$	20.46
2013 (April 1 - June 30)	9,574,963	205		21.42
2013 (July 1 - September 30)	732,092	14		19.47
2013 (October 1 - December 31)	291,138	6		19.74
Total 2013	12,512,759	264		21.12
2014 (January 1 - March 31)	1,350,443	35		25.92
2014 (April 1 - June 30)	7,051,842	177		25.14
2014 (July 1 through filing date)	5,693,000	133		23.36
Total 2014	14,095,285	345		$	24.49
	26,608,044	$	609	$	22.91

As of the filing date of this report, approximately $55 million was remaining under the November 2013 $400 million share repurchase ~~authorization approved in November 2013, the Company repurchased 1.4 million common shares in First Quarter 2014 for $35 million at an average price of $25.92 per share.~~ authorization.

On ~~a year-to-date basis through May 7,~~August 6, 2014, the Company's Board of Directors approved an incremental $400 million share repurchase authorization. The Company ~~has repurchased~~expects the repurchases to be made from time to time in the open market or in privately negotiated transactions. The timing, form and amount of the share repurchases under the program are at the discretion of management and will depend on a ~~total~~variety of ~~3.0 million common shares for $75 million~~factors, including free funds available at the parent company, market conditions, the Company's capital position, legal requirements and other factors. The repurchase program may be modified, extended or terminated by the Board of Directors at any time. It does not have an ~~average price~~expiration date.

100

Table of ~~$25.19 per share. In First Quarter 2013, the Company repurchased approximately 1.9 million common shares for $39 million at an average price of $20.46 per share.~~Contents

Related Party

On March 19, 2014, funds associated with WL Ross & Co. LLC and its affiliates (collectively, the “WLR Funds”) and AGL director Wilbur L. Ross, Jr. sold an aggregate of ~~4,000,000~~4.0 million shares. ~~The~~On June 30, 2014, the WLR Funds and Mr. Ross ~~currently~~sold an aggregate of 10.9 million shares. Immediately following such sale, the WLR Funds did not own ~~approximately 6%~~any AGL common shares and Mr. Ross owned less than 0.1% of ~~Assured Guaranty's~~AGL's total common shares outstanding.

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18.	Subsidiary Information

The following tables present the condensed consolidating financial information for AGUS and AGMH, wholly-owned subsidiaries of AGL, which have issued publicly traded debt securities (see Note 15, ~~Long-Term~~Long Term Debt and Credit Facilities) as of ~~March 31,~~June 30, 2014 and December 31, 2013 and for ~~First Quarter~~the three and six months ended June 30, 2014 and 2013. The information for AGUS and AGMH presents its subsidiaries on the equity method of accounting.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF ~~MARCH 31,~~JUNE 30, 2014

(in millions)


	Assured Guaranty Ltd. (Parent)		AGUS (Issuer)		AGMH (Issuer)		Other Entities		Consolidating Adjustments			Assured Guaranty Ltd. (Consolidated)		Assured Guaranty Ltd. (Parent)		AGUS (Issuer)		AGMH (Issuer)		Other Entities		Consolidating Adjustments			Assured Guaranty Ltd. (Consolidated)
ASSETS
Total investment portfolio and cash	$	36	$	186	$	61	$	11,184	$	(300	)	$	11,167	$	46	$	550	$	35	$	11,410	$	(300	)	$	11,741
Investment in subsidiaries	5,158		4,360		3,769		304		(13,591		)	—		5,172		4,476		3,858		319		(13,825		)	—
Premiums receivable, net of commissions payable	—		—		—		997		(134		)	863		—		—		—		981		(132		)	849
Ceded unearned premium reserve	—		—		—		1,582		(1,128		)	454		—		—		—		1,544		(1,104		)	440
Deferred acquisition costs	—		—		—		194		(72		)	122		—		—		—		193		(71		)	122
Reinsurance recoverable on unpaid losses	—		—		—		187		(150		)	37		—		—		—		232		(173		)	59
Credit derivative assets	—		—		—		510		(432		)	78		—		—		—		497		(417		)	80
Deferred tax asset, net	—		108		—		618		(89		)	637		—		109		—		550		(88		)	571
Intercompany receivable	—		—		—		90		(90		)	—		—		—		—		90		(90		)	—
Financial guaranty variable interest entities’ assets, at fair value	—		—		—		1,257		—			1,257		—		—		—		1,284		—			1,284
Other	20		9		35		603		(176		)	491		29		15		39		670		(209		)	544
TOTAL ASSETS	$	5,214	$	4,663	$	3,865	$	17,526	$	(16,162	)	$	15,106	$	5,247	$	5,150	$	3,932	$	17,770	$	(16,409	)	$	15,690
LIABILITIES AND SHAREHOLDERS’ EQUITY
Unearned premium reserves	$	—	$	—	$	—	$	5,611	$	(1,107	)	$	4,504	$	—	$	—	$	—	$	5,474	$	(1,083	)	$	4,391
Loss and LAE reserve	—		—		—		791		(155		)	636		—		—		—		954		(179		)	775
Long-term debt	—		348		431		33		—			812		—		847		433		31		—			1,311
Intercompany payable	—		90		—		300		(390		)	—		—		90		—		300		(390		)	—
Credit derivative liabilities	—		—		—		2,433		(432		)	2,001		—		—		—		2,334		(417		)	1,917
Deferred tax liabilities, net	—		—		95		—		(95		)	—		—		—		94		—		(94		)	—
Financial guaranty variable interest entities’ liabilities, at fair value	—		—		—		1,447		—			1,447		—		—		—		1,490		—			1,490
Other	5		14		21		762		(305		)	497		5		10		16		865		(332		)	564
TOTAL LIABILITIES	5		452		547		11,377		(2,484		)	9,897		5		947		543		11,448		(2,495		)	10,448
TOTAL SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO ASSURED GUARANTY LTD.	5,209		4,211		3,318		5,845		(13,374		)	5,209		5,242		4,203		3,389		6,003		(13,595		)	5,242
Noncontrolling interest	—		—		—		304		(304		)	—		—		—		—		319		(319		)	—
TOTAL SHAREHOLDERS' EQUITY	5,209		4,211		3,318		6,149		(13,678		)	5,209		5,242		4,203		3,389		6,322		(13,914		)	5,242
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,214	$	4,663	$	3,865	$	17,526	$	(16,162	)	$	15,106	$	5,247	$	5,150	$	3,932	$	17,770	$	(16,409	)	$	15,690

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CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2013

(in millions)



	Assured Guaranty Ltd. (Parent)		AGUS (Issuer)		AGMH (Issuer)		Other Entities		Consolidating Adjustments			Assured Guaranty Ltd. (Consolidated)
ASSETS
Total investment portfolio and cash	$	33	$	186	$	42	$	11,008	$	(300	)	$	10,969
Investment in subsidiaries	5,066		4,191		3,574		289		(13,120		)	—
Premiums receivable, net of commissions payable	—		—		—		1,025		(149		)	876
Ceded unearned premium reserve	—		—		—		1,598		(1,146		)	452
Deferred acquisition costs	—		—		—		198		(74		)	124
Reinsurance recoverable on unpaid losses	—		—		—		170		(134		)	36
Credit derivative assets	—		—		—		482		(388		)	94
Deferred tax asset, net	—		97		—		681		(90		)	688
Intercompany receivable	—		—		—		90		(90		)	—
Financial guaranty variable interest entities’ assets, at fair value	—		—		—		2,565		—			2,565
Other	23		17		31		638		(226		)	483
TOTAL ASSETS	$	5,122	$	4,491	$	3,647	$	18,744	$	(15,717	)	$	16,287
LIABILITIES AND SHAREHOLDERS’ EQUITY
Unearned premium reserves	$	—	$	—	$	—	$	5,720	$	(1,125	)	$	4,595
Loss and LAE reserve	—		—		—		733		(141		)	592
Long-term debt	—		348		430		38		—			816
Intercompany payable	—		90		—		300		(390		)	—
Credit derivative liabilities	—		—		—		2,175		(388		)	1,787
Deferred tax liabilities, net	—		—		95		—		(95		)	—
Financial guaranty variable interest entities’ liabilities, at fair value	—		—		—		2,871		—			2,871
Other	7		7		16		853		(372		)	511
TOTAL LIABILITIES	7		445		541		12,690		(2,511		)	11,172
TOTAL SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO ASSURED GUARANTY LTD.	5,115		4,046		3,106		5,765		(12,917		)	5,115
Noncontrolling interest	—		—		—		289		(289		)	—
TOTAL SHAREHOLDERS’ EQUITY	5,115		4,046		3,106		6,054		(13,206		)	5,115
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,122	$	4,491	$	3,647	$	18,744	$	(15,717	)	$	16,287

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2014

(in millions)


	Assured Guaranty Ltd. (Parent)			AGUS (Issuer)			AGMH (Issuer)			Other Entities			Consolidating Adjustments			Assured Guaranty Ltd. (Consolidated)			Assured Guaranty Ltd. (Parent)			AGUS (Issuer)			AGMH (Issuer)			Other Entities			Consolidating Adjustments			Assured Guaranty Ltd. (Consolidated)
REVENUES
Net earned premiums	$	—		$	—		$	—		$	131		$	1		$	132		$	—		$	—		$	—		$	135		$	1		$	136
Net investment income	0			0			0			105			(2		)	103			0			0			0			98			(2		)	96
Net realized investment gains (losses)	0			—			0			4			(2		)	2			0			0			0			(8		)	—			(8		)
Net change in fair value of credit derivatives:
Realized gains (losses) and other settlements	—			—			—			19			0			19			—			—			—			15			0			15
Net unrealized gains (losses)	—			—			—			(230		)	—			(230		)	—			—			—			88			—			88
Net change in fair value of credit derivatives	—			—			—			(211		)	0			(211		)	—			—			—			103			0			103
Other	—			—			—			169			—			169			—			—			—			27			(1		)	26
TOTAL REVENUES	0			0			0			198			(3		)	195			—			—			—			355			(2		)	353
EXPENSES
Loss and LAE	—			—			—			39			2			41			—			—			—			53			4			57
Amortization of deferred acquisition costs	—			—			—			6			(1		)	5			—			—			—			5			(2		)	3
Interest expense	—			7			13			5			(5		)	20			—			7			14			3			(4		)	20
Other operating expenses	8			0			0			53			(1		)	60			8			1			0			46			—			55
TOTAL EXPENSES	8			7			13			103			(5		)	126			8			8			14			107			(2		)	135
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN NET EARNINGS OF SUBSIDIARIES	(8		)	(7		)	(13		)	95			2			69			(8		)	(8		)	(14		)	248			—			218
Total (provision) benefit for income taxes	—			2			5			(33		)	(1		)	(27		)	—			3			4			(67		)	1			(59		)
Equity in net earnings of subsidiaries	50			87			169			8			(314		)	—			167			152			120			8			(447		)	—
NET INCOME (LOSS)	$	42		$	82		$	161		$	70		$	(313	)	$	42		$	159		$	147		$	110		$	189		$	(446	)	$	159
Less: noncontrolling interest	—			—			—			8			(8		)	—			—			—			—			16			(16		)	—
NET INCOME (LOSS) ATTRIBUTABLE TO ASSURED GUARANTY LTD.	$	42		$	82		$	161		$	62		$	(305	)	$	42		$	159		$	147		$	110		$	173		$	(430	)	$	159

COMPREHENSIVE INCOME (LOSS)	$	146		$	165		$	212		$	258		$	(635	)	$	146		$	227		$	191		$	137		$	302		$	(630	)	$	227

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2013

(in millions)


	Assured Guaranty Ltd. (Parent)			AGUS (Issuer)			AGMH (Issuer)			Other Entities			Consolidating Adjustments			Assured Guaranty Ltd. (Consolidated)			Assured Guaranty Ltd. (Parent)			AGUS (Issuer)			AGMH (Issuer)			Other Entities			Consolidating Adjustments			Assured Guaranty Ltd. (Consolidated)
REVENUES
Net earned premiums	$	—		$	—		$	—		$	246		$	2		$	248		$	—		$	—		$	—		$	161		$	2		$	163
Net investment income	0			0			0			99			(5		)	94			—			—			—			98			(5		)	93
Net realized investment gains (losses)	0			—			0			28			—			28			—			—			1			(3		)	4			2
Net change in fair value of credit derivatives:
Realized gains (losses) and other settlements	—			—			—			18			—			18			—			—			—			(86		)	—			(86		)
Net unrealized gains (losses)	—			—			—			(610		)	—			(610		)	—			—			—			160			—			160
Net change in fair value of credit derivatives	—			—			—			(592		)	—			(592		)	—			—			—			74			—			74
Other	—			—			—			47			(1		)	46			—			—			—			132			1			133
TOTAL REVENUES	0			0			0			(172		)	(4		)	(176		)	—			—			1			462			2			465
EXPENSES
Loss and LAE	—			—			—			(44		)	(4		)	(48		)	—			—			—			61			1			62
Amortization of deferred acquisition costs	—			—			—			8			(5		)	3			—			—			—			(11		)	12			1
Interest expense	—			7			13			6			(5		)	21			—			8			14			5			(6		)	21
Other operating expenses	5			0			—			58			(3		)	60			7			0			0			44			1			52
TOTAL EXPENSES	5			7			13			28			(17		)	36			7			8			14			99			8			136
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN NET EARNINGS OF SUBSIDIARIES	(5		)	(7		)	(13		)	(200		)	13			(212		)	(7		)	(8		)	(13		)	363			(6		)	329
Total (provision) benefit for income taxes	—			3			5			65			(5		)	68			—			2			4			(119		)	3			(110		)
Equity in net earnings of subsidiaries	(139		)	(82		)	162			—			59			—			226			252			220			—			(698		)	—
NET INCOME (LOSS)	$	(144	)	$	(86	)	$	154		$	(135	)	$	67		$	(144	)	$	219		$	246		$	211		$	244		$	(701	)	$	219

COMPREHENSIVE INCOME (LOSS)	$	(212	)	$	(137	)	$	117		$	(253	)	$	273		$	(212	)	$	(19	)	$	92		$	122		$	(142	)	$	(72	)	$	(19	)

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2014

(in millions)



	Assured Guaranty Ltd. (Parent)			AGUS (Issuer)			AGMH (Issuer)			Other Entities			Consolidating Adjustments			Assured Guaranty Ltd. (Consolidated)
REVENUES
Net earned premiums	$	—		$	—		$	—		$	266		$	2		$	268
Net investment income	0			0			0			203			(4		)	199
Net realized investment gains (losses)	0			0			0			(4		)	(2		)	(6		)
Net change in fair value of credit derivatives:
Realized gains (losses) and other settlements	—			—			—			34			—			34
Net unrealized gains (losses)	—			—			—			(142		)	—			(142		)
Net change in fair value of credit derivatives	—			—			—			(108		)	—			(108		)
Other	—			—			—			196			(1		)	195
TOTAL REVENUES	—			—			—			553			(5		)	548
EXPENSES
Loss and LAE	—			—			—			92			6			98
Amortization of deferred acquisition costs	—			—			—			11			(3		)	8
Interest expense	—			14			27			8			(9		)	40
Other operating expenses	16			1			0			99			(1		)	115
TOTAL EXPENSES	16			15			27			210			(7		)	261
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN NET EARNINGS OF SUBSIDIARIES	(16		)	(15		)	(27		)	343			2			287
Total (provision) benefit for income taxes	—			5			9			(100		)	—			(86		)
Equity in net earnings of subsidiaries	217			239			289			16			(761		)	—
NET INCOME (LOSS)	$	201		$	229		$	271		$	259		$	(759	)	$	201
Less: noncontrolling interest	—			—			—			16			(16		)	—
NET INCOME (LOSS) ATTRIBUTABLE TO ASSURED GUARANTY LTD.	$	201		$	229		$	271		$	243		$	(743	)	$	201

COMPREHENSIVE INCOME (LOSS)	$	373		$	356		$	349		$	560		$	(1,265	)	$	373

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(in millions)



	Assured Guaranty Ltd. (Parent)			AGUS (Issuer)			AGMH (Issuer)			Other Entities			Consolidating Adjustments			Assured Guaranty Ltd. (Consolidated)
REVENUES
Net earned premiums	$	—		$	—		$	—		$	407		$	4		$	411
Net investment income	0			0			0			197			(10		)	187
Net realized investment gains (losses)	0			—			1			25			4			30
Net change in fair value of credit derivatives:
Realized gains (losses) and other settlements	—			—			—			(68		)	—			(68		)
Net unrealized gains (losses)	—			—			—			(450		)	—			(450		)
Net change in fair value of credit derivatives	—			—			—			(518		)	—			(518		)
Other	—			—			—			179			—			179
TOTAL REVENUES	0			0			1			290			(2		)	289
EXPENSES
Loss and LAE	—			—			—			17			(3		)	14
Amortization of deferred acquisition costs	—			—			—			(3		)	7			4
Interest expense	—			15			27			11			(11		)	42
Other operating expenses	12			0			0			102			(2		)	112
TOTAL EXPENSES	12			15			27			127			(9		)	172
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN NET EARNINGS OF SUBSIDIARIES	(12		)	(15		)	(26		)	163			7			117
Total (provision) benefit for income taxes	—			5			9			(54		)	(2		)	(42		)
Equity in net earnings of subsidiaries	87			170			382			—			(639		)	—
NET INCOME (LOSS)	$	75		$	160		$	365		$	109		$	(634	)	$	75

COMPREHENSIVE INCOME (LOSS)	$	(231	)	$	(45	)	$	239		$	(395	)	$	201		$	(231	)

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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2014

(in millions)


	Assured Guaranty Ltd. (Parent)			AGUS (Issuer)			AGMH (Issuer)			Other Entities			Consolidating Adjustments			Assured Guaranty Ltd. (Consolidated)			Assured Guaranty Ltd. (Parent)			AGUS (Issuer)			AGMH (Issuer)			Other Entities			Consolidating Adjustments			Assured Guaranty Ltd. (Consolidated)
Net cash flows provided by (used in) operating activities	$	58		$	0		$	(6	)	$	111		$	(62	)	$	101		$	264		$	68		$	32		$	275		$	(417	)	$	222
Cash flows from investing activities
Fixed-maturity securities:
Purchases	—			(1		)	(3		)	(513		)	—			(517		)	—			(356		)	(6		)	(995		)	—			(1,357		)
Sales	—			—			—			155			—			155			—			126			7			311			—			444
Maturities	—			—			—			148			—			148			—			3			1			393			—			397
Sales (purchases) of short-term investments, net	(3		)	—			(16		)	203			—			184			(13		)	(199		)	6			155			—			(51		)
Net proceeds from financial guaranty variable entities’ assets	—			—			—			286			—			286			—			—			—			315			—			315
Investment in subsidiary	—			—			25			—			(25		)	—			—			—			25			—			(25		)	—
Other	—			—			—			19			—			19			—			—			—			23			—			23
Net cash flows provided by (used in) investing activities	(3		)	(1		)	6			298			(25		)	275			(13		)	(426		)	33			202			(25		)	(229		)
Cash flows from financing activities
Return of capital	—			—			—			(25		)	25			—			—			—			—			(25		)	25			—
Dividends paid	(20		)	—			—			(62		)	62			(20		)	(40		)	(200		)	(65		)	(152		)	417			(40		)
Repurchases of common stock	(35		)	—			—			—			—			(35		)	(212		)	—			—			—			—			(212		)
Share activity under option and incentive plans	0			—			—			—			—			0			1			—			—			—			—			1
Net paydowns of financial guaranty variable entities’ liabilities	—			—			—			(281		)	—			(281		)	—			—			—			(311		)	—			(311		)
Proceeds from issuance of long-term debt																			—			496			—			—			—			496
Payment of long-term debt	—			—			—			(6		)	—			(6		)	—			—			—			(7		)	—			(7		)
Net cash flows provided by (used in) financing activities	(55		)	—			—			(374		)	87			(342		)	(251		)	296			(65		)	(495		)	442			(73		)
Effect of exchange rate changes	—			—			—			1			—			1			—			—			—			2			—			2
Increase (decrease) in cash	—			(1		)	—			36			—			35			—			(62		)	—			(16		)	—			(78		)
Cash at beginning of period	0			67			0			117			—			184			0			67			0			117			—			184
Cash at end of period	$	0		$	66		$	0		$	153		$	—		$	219		$	0		$	5		$	0		$	101		$	—		$	106

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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2013

(in millions)


	Assured Guaranty Ltd. (Parent)			AGUS (Issuer)			AGMH (Issuer)			Other Entities			Consolidating Adjustments			Assured Guaranty Ltd. (Consolidated)			Assured Guaranty Ltd. (Parent)			AGUS (Issuer)			AGMH (Issuer)			Other Entities			Consolidating Adjustments			Assured Guaranty Ltd. (Consolidated)
Net cash flows provided by (used in) operating activities	$	36		$	1		$	(6	)	$	(5	)	$	(40	)	$	(14	)	$	86		$	43		$	14		$	172		$	(193	)	$	122
Cash flows from investing activities
Fixed-maturity securities:
Purchases	—			(1		)	—			(509		)	—			(510		)	—			—			(23		)	(1,029		)	65			(987		)
Sales	40			—			7			136			—			183			171			1			19			506			(65		)	632
Maturities	18			—			1			264			—			283			21			—			2			423			—			446
Sales (purchases) of short-term investments, net	(34		)	—			(27		)	149			—			88			5			(56		)	1			(76		)	—			(126		)
Net proceeds from financial guaranty variable entities’ assets	—			—			—			138			—			138			—			—			—			440			—			440
Investment in subsidiary	—			—			25			—			(25		)	—			—			—			25			—			(25		)	—
Other	—			—			—			55			—			55			—			—			—			67			—			67
Net cash flows provided by (used in) investing activities	24			(1		)	6			233			(25		)	237			197			(55		)	24			331			(25		)	472
Cash flows from financing activities
Return of capital	—			—			—			(25		)	25			—			—			—			—			(25		)	25			—
Dividends paid	(19		)	—			—			(40		)	40			(19		)	(38		)	—			(38		)	(155		)	193			(38		)
Repurchases of common stock	(39		)	—			—			—			—			(39		)	(244		)	—			—			—			—			(244		)
Share activity under option and incentive plans	(2		)	—			—			—			—			(2		)	(1		)	—			—			—			—			(1		)
Net paydowns of financial guaranty variable entities’ liabilities	—			—			—			(167		)	—			(167		)	—			—			—			(289		)	—			(289		)
Payment of long-term debt	—			—			—			(6		)	—			(6		)	—			—			—			(13		)	—			(13		)
Net cash flows provided by (used in) financing activities	(60		)	—			—			(238		)	65			(233		)	(283		)	—			(38		)	(482		)	218			(585		)
Effect of exchange rate changes	—			—			—			(3		)	—			(3		)	—			—			—			(4		)	—			(4		)
Increase (decrease) in cash	—			—			—			(13		)	—			(13		)	—			(12		)	—			17			—			5
Cash at beginning of period	—			13			0			125			—			138			—			13			0			125			—			138
Cash at end of period	$	—		$	13		$	0		$	112		$	—		$	125		$	—		$	1		$	0		$	142		$	—		$	143

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ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This Form 10-Q contains information that includes or is based upon forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward looking statements give the expectations or forecasts of future events of Assured Guaranty Ltd. (“AGL”) and ~~together with~~ its subsidiaries (collectively, “Assured Guaranty” or the “Company”). These statements can be identified by the fact that they do not relate strictly to historical or current facts and relate to future operating or financial performance.

Any or all of Assured Guaranty’s forward looking statements herein are based on current expectations and the current economic environment and may turn out to be incorrect. Assured Guaranty’s actual results may vary materially. Among factors that could cause actual results to differ materially are:

~~Table of Contents~~

rating agency action, including a ratings downgrade, a change in outlook, the placement of ratings on watch for downgrade, or a change in rating criteria, at any time, of ~~Assured Guaranty~~AGL or any of its subsidiaries and/or of transactions that ~~Assured Guaranty’s~~AGL's subsidiaries have insured;

reduction in the amount of available insurance opportunities and/or in the demand for Assured Guaranty's insurance;

developments in the world’s financial and capital markets that adversely affect obligors’ payment rates, Assured Guaranty’s loss experience, or its exposure to refinancing risk in transactions (which could result in substantial liquidity claims on its guarantees);

the possibility that budget shortfalls or other factors will result in credit losses or impairments on obligations of state and local governments that the Company insures or reinsures;

the failure of Assured Guaranty to realize insurance loss recoveries or damages through loan putbacks, settlement negotiations or litigation;

deterioration in the financial condition of Assured Guaranty’s reinsurers, the amount and timing of reinsurance recoverables actually received and the risk that reinsurers may dispute amounts owed to Assured Guaranty under its reinsurance agreements;

increased competition, including from new entrants into the financial guaranty industry;

rating agency action on obligors, including sovereign debtors, resulting in a reduction in the value of securities in the Company’s investment portfolio and in collateral posted by and to the Company;

the inability of Assured Guaranty to access external sources of capital on acceptable terms;

changes in the world’s credit markets, segments thereof, interest rates or general economic conditions;

the impact of market volatility on the mark-to-market of Assured Guaranty’s contracts written in credit default swap form;

changes in applicable accounting policies or practices;

changes in applicable laws or regulations, including insurance and tax laws;

other governmental actions;

difficulties with the execution of Assured Guaranty’s business strategy;

contract cancellations;

loss of key personnel;

adverse technological developments;

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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~~AGL's filings with the U.S. Securities and Exchange Commission (the “SEC”).

The foregoing review of important factors should not be construed as exhaustive, and should be read in conjunction with the other cautionary statements that are included in this Form ~~10-Q.~~10-Q, as well as the risk factors included in the Company's 2013 Annual Report on Form 10-K. The Company undertakes no obligation to update publicly or review any forward looking statement, whether as a result of new information, future developments or otherwise,

~~Table of Contents~~

except as required by law. Investors are advised, however, to consult any further disclosures the Company makes on related subjects in the Company’s reports filed with the SEC.

If one or more of these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may vary materially from what the Company projected. Any forward looking statements in this Form 10-Q reflect the Company’s current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to its operations, results of operations, growth strategy and liquidity.

For these statements, the Company claims the protection of the safe harbor for forward looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Available Information

The Company maintains an Internet web site at ~~www.assuredguaranty.com~~.www.assuredguaranty.com. The Company makes available, free of charge, on its web site (at www.assuredguaranty.com/investor-information/by-company/assured-guaranty-ltd/sec-filings) the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13 (a) or 15 (d) of the Exchange Act as soon as reasonably practicable after the Company files such material with, or furnishes it to, the SEC. The Company also makes available, free of charge, through its web site (at www.assuredguaranty.com/governance) links to the Company’s Corporate Governance Guidelines, its Code of Conduct and the charters for its Board Committees.

The Company routinely posts important information for investors on its web site (at www.assuredguaranty.com/about-us/company-statements). The Company uses this web site as a means of disclosing material information and for complying with its disclosure obligations under SEC Regulation FD. Accordingly, investors should monitor the Investor Information portion of the Company’s web site, in addition to following the Company’s press releases, SEC filings, public conference calls, presentations and webcasts.

The information contained on, or that may be accessed through, the Company’s web site is not incorporated by reference into, and is not a part of, this report.

Executive Summary

This executive summary of management’s discussion and analysis highlights selected information and may not contain all of the information that is important to readers of this Quarterly Report. For a more detailed description of events, trends and uncertainties, as well as the capital, liquidity, credit, operational and market risks and the critical accounting policies and estimates affecting the Company, this Quarterly Report should be read in its entirety and in addition to Assured Guaranty's 2013 Annual Report on Form 10-K.

Economic Environment

The overall economic environment in the United States ("U.S.") has ~~consistently, albeit~~been slowly ~~recovered~~improving over the last few ~~years~~years. Although gross domestic product (“GDP”) declined at an annualized rate of 2% during the first quarter 2014, GDP growth resumed in a volatile market environment. Weak job growth in December 2013 and January 2014 appeared to result from extreme weather conditions, as job growth rebounded in February and March of 2014. The stock market remained near record levels during the three-month period ended ~~March 31,~~June 30, 2014 ("~~First~~Second Quarter 2014") ~~but was~~, growing at an annualized rate of 4%. During

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the six-months ended June 30, 2014 ("Six Months 2014"), the economy added 1.4 million jobs, and the stock market, albeit volatile, ~~and finished little higher than at December 31, 2013. Although the~~remained near record levels.

The Federal Reserve has continued the tapering it began ~~to taper~~in December 2013 of its quantitative easing ~~program in December 2013, management expects~~program. The most recent minutes released by the Federal ~~Reserve~~Open Market Committee (“FOMC”) suggest that the quantitative easing program could come to ~~do so at a measured pace~~an end as early as October 2014. Additionally, the median estimate by members of the FOMC is that the target federal funds rate, which is currently near zero, will rise to 1.1% by the end of 2015 and 2.5% by the end of 2016. In spite of these indicators, which point to ~~employ conventional methods to maintain a low~~rising interest ~~environment until it considers unemployment sufficiently reduced.~~rates over the medium and long term, the 30-year treasury yield declined by 58 basis points during Six Months 2014. During the same time period, the interest rate for an index of 30-year municipal bonds fell by 90 basis points. A persistently low municipal interest rate environment would continue to present challenges for the financial guaranty industry. Low municipal interest rates tend to suppress demand for bond insurance as the potential savings for issuers are less compelling and some investors prefer to forgo insurance in favor of greater yield.

~~Although few~~Many municipalities ~~have fully rebuilt reserves to pre-recession levels, most~~ have been taking steps to address the ongoing fiscal challenges they have experienced since the global ~~credit~~financial crisis of 2008 and the ensuing recession. This includes, in many cases, significant underfunded pension and retiree healthcare liabilities. Stock market gains have recently relieved some pressure on underfunded pension plans, but such gains could be reversed and are no substitute for prudent public policy. Revenues at the state level have been rebounding in general, and while the strength of the housing recovery varies from region to region, property tax and other revenues have stabilized for most local governments. Although municipal defaults remain rare, a small number of municipal credits have sought, ~~though~~but not always obtained, bankruptcy protection.

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The publicity surrounding high-profile defaults and bankruptcy filings, especially those few where bond insurers are paying claims, provides evidence of the value of bond insurance; the Company believes this may stimulate demand for its product, especially at the retail level.

Business conditions have been difficult for the entire financial guaranty insurance industry since mid-2007 and the onset of the global financial crisis, during which a number of the Company’s competitors ceased writing business. While the industry continues to face challenges in maintaining its market penetration, there have been recent signs of improvement in market perception of bond insurance and the Company. After a number of years in which Assured Guaranty was essentially the only active financial guarantor, a second monoline guarantor insured a number of small and medium-size issuances in 2013 and was active during ~~First Quarter~~Six Months 2014, and a third monoline guarantor obtained upgraded financial strength ratings from rating agencies during Six Months 2014. There has also been market acceptance of Municipal Assurance Corp. ("MAC"), Assured Guaranty’s U.S.-only municipal bond insurance company launched in July of 2013. ~~MAC~~In total, insured ~~approximately 20%~~penetration of the municipal new-issue market reached 5.5% of par ~~amount~~in Second Quarter 2014, the highest quarterly level since the third quarter 2011.

The publicity surrounding high-profile defaults and bankruptcy filings, especially those few where bond insurers are paying claims, provides evidence of ~~new~~the value of bond insurance. Similarly, in cases like that of Puerto Rico, where the issuer is the subject of concern within the municipal ~~issues sold~~market, bonds with Assured ~~Guaranty~~Guaranty’s insurance have demonstrated greater price stability when compared with the same issuer’s uninsured bonds. The Company believes recent developments in ~~First Quarter 2014.~~Puerto Rico, Detroit and elsewhere have led to increased awareness of the product's value and stimulated demand for bond insurance, especially at the retail level.

Additionally, in March 2014, Standard and Poor’s Ratings Services ("S&P") upgraded the financial strength ratings of Assured Guaranty Municipal Corp. ("AGM"), MAC and Assured Guaranty Corp. ("AGC") to AA (stable outlook) from AA- (stable outlook), citing the Company’s reduced exposure toin its legacy residential mortgage-backed securities ("RMBS") portfolio and noting that the Company’s full payment of claims in ~~“high-profile”~~ municipal bankruptcies ~~“demonstrates~~demonstrates and reiterates to various constituents the value of bond insurance and the credit position and capacity of the company.” Also in March, S&P upgraded an inactive legacy insurer that had been a competitor of the Company to AA- (stable outlook), a level that may allow that company to reenter the municipal bond insurance market.

Perception of the Company has also improved based on credit spread data. AGM’s and AGC's credit spreads narrowed during the twelve months ended March 31, 2014 by 20% and 27%, respectively. The wider the Company's credit spread, the lower the perceived benefit of the Company’s guaranty is to certain investors. If investors view the Company as being only marginally less risky, or perhaps even as risky, as the uninsured security, they may require almost as much, or as much, yield on a security insured by the Company as on a comparable security offered without insurance by the same issuer. Accordingly, issuers may be unwilling to pay a premium for the Company to insure their securities if the insurance does not lower the costs of borrowing.

During ~~First~~Second Quarter 2014, the Company continued to guarantee the majority of insured par sold in the U.S. municipal bond market as a result of its financial strength and its ability to attract investors through its default protection, credit selection, underwriting and surveillance, as well as the increased market liquidity associated with ~~its insured paper.~~securities it insures. During ~~First Quarter~~Six Months 2014, ~~$1.4~~$3.9 billion in par amount of new municipal issues was sold with Assured Guaranty insurance, compared with ~~$1.2~~$3.4 billion induring Six Months 2013, a 15% increase. During Second Quarter 2014, the Company increased primary-market par production by 11% versus the three-month period ended ~~March 31,~~June 30, 2013 ("~~First~~Second Quarter 2013"), in spite of a ~~21% increase. The Company increased production~~6% decline in ~~a quarter when market issuance was down 26% compared with issuance in First Quarter 2013 and the pricing environment continued to be unfavorable, with~~total issuance. Year-to-date, interest rates ~~remaining~~declined from already low levels and credit spreads ~~remaining~~remain tight. ~~Industry~~During Six Months 2014, industry insurance penetration of the municipal market was ~~4.6%~~5.1% of par volume issued, compared with ~~2.6%~~3.3% in First Quarter 2013, an increase that may reflect increasing market recognition of the value of insurance, especially in light of evidence that insured bonds of Detroit and Puerto Rico tended to hold their market value better than comparable uninsured bonds of these distressed credits.Six Months 2013.

The Company has been active in efforts to resolve municipal bankruptcy or receivership cases involving Jefferson County, Alabama and the cities of Harrisburg, Pennsylvania; Stockton, California; and Detroit, ~~Michigan,~~Michigan. Jefferson County's plan of adjustment became effective in December 2013 and ~~it has reached final or preliminary settlements with each of these municipalities.~~ Harrisburg, Pennsylvania emerged from receivership on March 1, 2014. In connection with the Jefferson County and Harrisburg settlements, the Company insured new revenue bonds for both

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municipalities. The Company has reached a tentative settlement agreement with Stockton, California that is subject to bankruptcy court confirmation of Stockton's plan of adjustment. A tentative settlement ~~with~~between the Company and Detroit regarding unlimited tax general obligation bonds insured by the Company was announced on April 9, ~~2014.~~2014, and the Company continues to participate in court-ordered mediation with respect to the proposed treatment of Detroit's sewer and water revenue bonds in its plan of adjustment.

The Company is also closely following developments in the Commonwealth of Puerto Rico, which, ~~has significant economic challenges. Puerto Rico faces~~in addition to high debt levels, faces a ~~declining population~~challenging economic environment. In June 2014, the Puerto Rico legislature passed the Puerto Rico Public Corporation Debt Enforcement and ~~an economy that~~Recovery Act (the "Recovery Act") in order to provide a legislative framework for certain public corporations experiencing severe financial stress to restructure their debt. While the legality of the Act is currently being challenged in court, its enactment has ~~been~~led three rating agencies to lower their ratings on various Puerto Rico issuers. In July 2014, both S&P and Moody’s Investor Services, Inc. ("Moody’s") affirmed their financial strength ratings of the Company’s operating subsidiaries specifically in ~~recession since 2006. While there can be no assurance the Company will not incur losses on its~~light of their Puerto Rico exposure ~~announcements and actions by~~although Moody’s changed the ~~current Governor and his administration indicate the island’s officials are focused on measures that are intended~~outlook for AGC from stable to help Puerto Rico operate within its financial resources and maintain its access to capital. Despite decisions by three rating agencies in February 2014 to downgrade Puerto Rico below investment grade, the Commonwealth issued $3.5 billion of debt the following month, which should allow it more time to find solutions.negative. For additional information on the Company's exposure to Puerto Rico, please refer to "Insured ~~Portfolio-Exposure~~Portfolio - Exposure to Puerto Rico" below.

In the international arena, the economic environment since 2008 has had a significant negative impact on the demand by investors for financial guaranty policies, and it is uncertain when or if demand for financial guaranties will return to their

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pre-economic crisis level. There was limited new issue activity and also limited demand for financial guaranties in First Quarter 2014 and the years 2013 and 2012 in both the global structured finance and international infrastructure finance markets.

Europe began an economic recovery during 2013, described by the European Commission as “slow and fragile” and uneven across countries. The Company continues to monitor closely its exposures in Italy, Ireland, Spain, Hungary and Portugal. The Company’s exposure to troubled Eurozone countries is described below under “Results of ~~Operations-Consolidated~~Operations -Consolidated Results of ~~Operations-Losses~~Operations - Losses in the Insured Portfolio” and “Insured ~~Portfolio-Selected~~Portfolio - Selected European Exposures.”

The Company continues to monitor geo-political risks which have heightened recently in the Ukraine, Russia, Israel, Syria and Iraq. The Company does not believe a major event would have a direct impact on its insured portfolio. However, an international incident would be a setback to the global economic recovery and may negatively affect new business production.

In the international public finance arena, the economic environment since the onset of the global financial crisis has had a significant negative impact on the demand by investors for financial guaranty policies, and it is uncertain when or if demand for financial guaranties will return to their pre-financial crisis level. The Company believes that the United Kingdom ~~which saw four consecutive quarters of economic growth during 2013,~~("U.K.") currently presents the best international ~~opportunities for the Company.~~new business opportunities. From July 2013 to ~~March~~June 2014, the Company guaranteed four ~~United Kingdom ("~~U.K.") public-private partnership transactions, the first such wrapped infrastructure bonds issued since 2008.

Management believes that, following the success of these U.K. transactions, there may be growing demand in a number of countries for financial guarantees of infrastructure financings, which have typically required such guarantees for capital market access. Assured Guaranty believes it is ~~currently~~ the only company offering such guarantees outside the United States.

In general, the Company expects that ~~global~~ structured finance ~~and international infrastructure~~ opportunities will increase in the future as the global economy recovers, interest rates rise, more issuers return to the capital markets for financings and institutional investors again utilize financial guaranties. The Company considers its involvement in ~~such~~both structured finance and international infrastructure transactions to be a competitive advantage because such transactions diversify both the Company's business opportunities and its risk profile.

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Financial Performance of Assured Guaranty

Financial Results


	First Quarter						Second Quarter				Six Months
	2014			2013			2014		2013		2014		2013
	(in millions, except per share amounts)						(in millions, except per share amounts)
Selected income statement data
Net earned premiums	$	132		$	248
Net investment income	103			94
Realized gains (losses) and other settlements on credit derivatives	19			18
Net unrealized gains (losses) on credit derivatives	(230		)	(610		)
Fair value gains (losses) on financial guaranty variable interest entities	157			70
Loss and loss adjustment (expenses) benefit	(41		)	48
Other operating expenses	(60		)	(60		)
Net income (loss)	42			(144		)	$	159	$	219	$	201	$	75
Diluted earnings (loss) per share	$	0.23		$	(0.74	)	0.89		1.16		1.11		0.39
Weighted average shares (diluted)							179.5		188.8		181.3		191.7
Selected non-GAAP measures(1)
Operating income	$	132		$	260		101		98		233		358
Operating income per share	$	0.72		$	1.34		0.56		0.52		1.28		1.87
Present value of new business production (“PVP”)	$	31		$	18		27		16		58		34

____________________


(1)	Please refer to “—Non-GAAP Financial Measures” for a definition of the financial measures that were not promulgated in accordance with accounting principles generally accepted in the United States of America ("GAAP") and a reconciliation of the non-GAAP financial measure and the most directly comparable GAAP financial measure, if available.

Net Income (Loss)

There are several primary drivers of volatility in reported net income or loss that are not necessarily indicative of credit impairment or improvement, or ultimate economic gains or losses: changes in credit spreads of insured credit derivative obligations and financial guaranty variable interest entities' ("FG VIEs") assets and liabilities, changes in the Company's own credit spreads, and changes in risk-free rates used to discount expected losses. Changes in credit spreads, generally have the most

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significant effect on changes in fair value of credit derivatives and FG VIE assets and liabilities. In addition to these factors, changes in expected losses, the timing of refundings and terminations, realized gains and losses on the investment portfolio (including other-than-temporary impairments), the effects of large settlements or transactions, and the effects of the Company's various loss mitigation strategies, among other factors, may also have a significant effect on reported net income or loss in a given reporting period.

~~Net~~The decrease in net income ~~for First~~in Second Quarter 2014 ~~was $42 million~~ compared with ~~net loss of $144 million in First~~Second Quarter ~~2013. The increase in net income~~2013 was primarily attributable to lower ~~unrealized losses on credit derivatives, the increase in~~ fair value gains on FG VIEs, and lower net earned premiums from accelerations and the scheduled amortization of the insured portfolio. These were partially offset by higher realized and unrealized gains on credit derivatives, higher other income due to foreign exchange rates fluctuations and lower U.S. RMBS loss and loss adjustment expenses ("LAE").

The increase in net income for Six Months 2014 compared with Six Months 2013 was primarily attributable to ~~deconsolidation of seven VIEs,~~lower realized and unrealized losses on credit derivatives and higher other income due to commutation gains ~~on previously ceded business.~~and foreign exchange rates fluctuations. These were partially offset by lower net earned premiums and higher loss and ~~loss adjustment expenses ("LAE").~~LAE. Net earned premiums decreased in ~~First Quarter~~Six Months 2014 due to lower accelerations and the scheduled amortization of the insured portfolio. Loss and LAE were higher in ~~First Quarter~~Six Months 2014 due primarily to a ~~representations and warranties ("R&W") settlement in First Quarter 2013 and~~ higher U.S. public finance and non-RMBS structured finance losses in ~~First Quarter~~Six Months 2014.

Non-GAAP Financial Measures

Non-GAAP operating income in ~~First~~Second Quarter 2014 was ~~$132~~$101 million, compared with ~~$260~~$98 million in ~~First~~Second Quarter 2013. The increase in operating income was driven primarily by lower losses due primarily to improvements in US RMBS. This was partially offset by the decrease in net earned premiums and credit derivative revenues due to lower accelerations and scheduled amortization on the insured portfolio. The effective tax rate in Second Quarter 2014 was lower than Second Quarter 2013 due to a higher income in non-taxable jurisdictions.

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Non-GAAP operating income in Six Months 2014 was $233 million, compared with $358 million in Six Months 2013. The decrease in operating income was driven primarily by the decrease in net earned premiums and credit derivative revenues due to lower accelerations and scheduled amortization on the insured portfolio, and higher losses due primarily to an representations and warranties ("R&W&W") settlement in ~~First Quarter~~Six Months 2013 and higher U.S. public finance losses in ~~First Quarter~~Six Months 2014. This was partially offset by commutation gains and higher investment income in ~~First Quarter~~Six Months 2014. The effective tax rate in ~~First Quarter~~Six Months 2014 was ~~higher~~slightly lower than ~~First Quarter 2013 due to a higher proportion of loss expense in non-taxable jurisdictions.~~Six Months 2013.

Adjusted book value per share was ~~$49.79~~$50.82 as of ~~March 31,~~June 30, 2014, as compared with $49.58 per share as of December 31, 2013. Adjusted book value value per share increased primarily due to share repurchases, PVP and reassumptions of ceded business during ~~First Quarter~~Six Months 2014.

See "–Non-GAAP Financial Measures" for a description of these non-GAAP financial measures.

Key Business Strategies

~~In First Quarter 2014, the Company’s key business strategies were comprised of: new business development; loss mitigation and the continuation of the Company's capital management strategy.~~

New Business Production and Commutations

In First Quarter 2014, the Company continued to focus on new business production. During the quarter, it issued financial guaranty insurance policies and financial guarantees in all of its markets: U.S. public finance, structured finance, and international infrastructure. The average internal rating of the gross par written by the Company in First Quarter 2014 was BBB+. MAC, the Company's U.S. public finance-only insurance subsidiary, ~~has obtained financial strength ratings of AA+ (stable outlook) from Kroll Bond Rating Agency and AA (stable outlook) from S&P. MAC~~ issued its first financial guaranty insurance policy in August 2013 and has been increasing its market share since. In July 2014, MAC received a license from the California Department of Insurance to write financial guaranty insurance in that state. With its California license, MAC is now licensed to insure bonds in 48 states plus the District of Columbia, and it has applied for licensing in the two remaining states, Alabama and New Mexico.

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New Business Production


	First Quarter				Second Quarter				Six Months
	2014		2013		2014		2013		2014		2013
	(in millions)				(in millions)
PVP (1):
Public Finance—U.S.	$	23	$	16	$	16	$	15	$	39	$	31
Public Finance—non-U.S.	7		—		—		—		7		—
Structured Finance—U.S.	1		2		6		1		7		3
Structured Finance—non-U.S.					5		—		5		—
Total PVP	$	31	$	18	$	27	$	16	$	58	$	34
Gross Par Written:
Public Finance—U.S.	$	1,737	$	1,580	$	2,453	$	2,276	$	4,190	$	3,856
Public Finance—non-U.S.	128		—		—		—		128		—
Structured Finance—U.S.	4		14		5		—		9		14
Structured Finance—non-U.S.					200		—		200		—
Total gross par written	$	1,869	$	1,594	$	2,658	$	2,276	$	4,527	$	3,870

____________________


(1)	PVP represents the present value of estimated future earnings primarily on new financial guaranty contracts written in the period, before consideration of cessions to reinsurers. PVP and Gross Par Written in the table above are based on close date. See “—Non-GAAP Measures—PVP or Present Value of New Business Production.”

Structured finance PVP and par written were $11 million and $205 million, respectively, in Second Quarter 2014, representing almost 40% of total PVP for the period. The majority of structured finance PVP relates to a $200 million diversified payment rights transaction for one of Turkey's largest banks, Türkiye Garanti Bankası A.Ş., and additional premiums resulting from a private transaction term extension, with no increase in exposure, that provided capital relief to a life insurance company. In the U.S. public finance market, insurance penetration, based on par, was 5.5% in Second Quarter 2014, compared with 3.9% in Second Quarter 2013, with Assured Guaranty capturing the ~~Company achieved a 10% increase~~majority of the insured par in each quarter. The average internal rating of the gross par written ~~and a 44% increase in PVP, despite a 26% decline in new issue volume. This was due primarily to overall improving demand for financial guaranty insurance products. In the U.K,~~by the Company ~~guaranteed another infrastructure bond during First~~in Second Quarter ~~2014.~~2014 was A-.

The following tables present summarized information about the U.S. municipal market's new debt issuance volume and the Company's share of that ~~market.~~market based on sale date.

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U.S. Municipal Market Data

Based on Sale Date


	First Quarter 2014			First Quarter 2013			Year Ended December 31, 2013			Six Months 2014			Six Months 2013			Year Ended December 31, 2013
	Par		Number of issues	Par		Number of issues	Par		Number of issues	Par		Number of issues	Par		Number of issues	Par		Number of issues
	(dollars in billions, except number of issues)									(dollars in billions, except number of issues)
New municipal bonds issued	$	60.4	1,955	$	81.3	2,785	$	311.9	10,558	$	143.2	4,914	$	170.1	6,139	$	311.9	10,558
Total insured	2.8		252	2.1		261	12.1		1,025	7.3		629	5.6		561	12.1		1,025
Insured by AGC, AGM and MAC	1.4		117	1.2		129	7.5		488	3.9		298	3.4		270	7.5		488

Industry Penetration Rates

U.S. Municipal Market


	First Quarter		Year Ended December 31,	Six Months		Year Ended December 31,
	2014	2013	2013	2014	2013	2013
Market penetration par	4.6%	2.6%	3.9%	5.1%	3.3%	3.9%
Market penetration based on number of issues	12.9	9.4	9.7	12.8	9.1	9.7
% of single A par sold	15.2	7.9	11.0	18.2	11.0	11.0
% of single A transactions sold	39.8	29.0	30.6	46.4	29.6	30.6
% of under $25 million par sold	15.5	10.8	10.9	15.8	10.3	10.9
% of under $25 million transactions sold	14.6	11.1	10.7	14.3	10.3	10.7

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In addition to PVP, in ~~First Quarter~~Six Months 2014, the Company entered into commutation agreements to reassume ceded business consisting of approximately $856 million par of almost exclusively U.S. public finance and European (predominantly U.K.) utility and infrastructure exposures outstanding as of February 28, 2014. For such reassumptions, the Company received the statutory unearned premium outstanding as of the commutation dates plus, in one case, a commutation premium.

Loss Mitigation

The Company continued its risk remediation strategies in First Quarter 2014, which lowered losses and improved its rating agency capital position. The Company believes that it is often in a better position to manage the risks in its insured portfolio and to mitigate losses from troubled credits than a bondholder or security holder would be, due to its knowledge about the terms of the insured transactions, its surveillance and workout resources and, in some instances, the remedies available to it as an insurer.

In an effort to recover losses the Company experienced in its insured U.S. RMBS portfolio, the Company pursues R&W providers by enforcing R&W provisions in contracts, negotiating agreements with R&W providers relating to those provisions and, where appropriate, initiating litigation against R&W providers. See Note 5, Expected Loss to be Paid, of the Financial Statements, for a discussion of the R&W settlements the Company has entered into and the litigation proceedings the Company has initiated against R&W providers and other parties. In ~~First~~Second Quarter 2014, ~~the Company made progress on several RMBS settlements that contributed $35 million to the~~ R&W ~~development.~~development was a positive $19 million attributed to progress made with R&W providers. For the Six Months 2014, R&W development was a positive $67 million, reflecting additional settlements or progress in first quarter 2014. The Company's loss mitigation efforts on its U.S. RMBS exposure over the past several years have resulted in R&W providers paying or agreeing to pay, pursuant to settlement agreements and/or following favorable court decisions, an aggregate of $~~3.7~~3.8 billion (gross of reinsurance) in respect of R&W. The Company believes these results are significant and will enable it to pursue more effectively R&W providers for U.S. RMBS transactions it has insured.

In addition, the Company has been focused on the quality of servicing of the mortgage loans underlying its insured RMBS transactions. Servicing influences collateral performance and ultimately the amount (if any) of the Company's insured losses. The Company has ~~established~~ a group to mitigate RMBS losses by influencing mortgage servicing, including, if possible, causing the transfer of servicing or establishing special servicing arrangements. “Special servicing” is an industry term referencing more intense servicing applied to delinquent loans aimed at mitigating losses; special servicing arrangements provide incentives to a servicer to achieve better performance on the mortgage loans it services. As of ~~March 31,~~June 30, 2014, the Company's net insured par of the transactions subject to a servicing transfer was ~~$2.0~~$1.9 billion and the net insured par of the transactions subject to a special servicing arrangement was ~~$961~~$948 million.

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In the public finance and infrastructure finance arena, the Company has been able to negotiate consensual restructurings with various obligors. During 2013, the Company reached agreements with respect to its exposures to Mashantucket Pequot Tribe; Jefferson County, Alabama; ~~Stockton, California~~ and Harrisburg, Pennsylvania. ~~The agreement with respect to Stockton, California is still subject to bankruptcy court confirmation of Stockton's plan of adjustment.~~ In connection with the Jefferson County and Harrisburg settlements, the Company insured new revenue bonds for both municipalities, and the premium it was paid was included as part of the 2013 PVP below. ~~See “Selected U.S. Public Finance Transactions”~~The Company also has reached a tentative agreement with Stockton, California that is subject to bankruptcy court confirmation of Stockton's plan of adjustment. Additionally, a tentative settlement between the Company and Detroit regarding unlimited tax general obligation bonds insured by the Company was announced on April 9, 2014, and the Company continues to participate in ~~Note 5, Expected Loss~~court-ordered mediation with respect to ~~be Paid,~~the proposed treatment of ~~the Financial Statements, for a discussion~~Detroit's sewer and water revenue bonds in its plan of ~~the respective arrangements reached.~~adjustment.

The Company is also continuing to purchase attractively priced below-investment-grade ("BIG") obligations that it has insured. These purchases resulted in a reduction of net expected loss to be paid of ~~$465~~$369 million as of ~~March 31,~~June 30, 2014. The fair value of assets purchased for loss mitigation purposes in our investment portfolio as of ~~March 31,~~June 30, 2014, (excluding the value of the Company's insurance) was ~~$527~~$503 million, with a par of ~~$1,607~~$1,352 million (including bonds related to FG VIEs of ~~$87~~$64 million in fair value and ~~$662~~$421 million in par).

Capital Management

On June 20, 2014, Assured Guaranty US Holdings Inc. ("AGUS") issued the 5.0% Senior Notes for net proceeds of $496 million. The net proceeds from the sale of the notes will be used for general corporate purposes, including the purchase of common shares of AGL.

Under the $400 million share repurchase authorization approved in November 2013, the Company repurchased ~~1.4~~7.1 million common shares in ~~First~~Second Quarter 2014 for ~~$35~~$177 million at an average price of ~~$25.92~~$25.14 per share. ~~On a year-to-date basis through May 7,~~Year to date, including repurchases since June 30, 2014, the Company has repurchased a total of ~~3.0~~14.1 million common shares for ~~$75~~$345 million at an average price of ~~$25.19~~$24.49 per share. ~~The Company intends to use~~On August 6, 2014, the ~~remaining capacity under this share repurchase authorization by the end of the third quarter of 2014 and, at that time, to request a new share repurchase authorization from its~~Company's Board of Directors approved an incremental $400 million share repurchase authorization. The Company expects the repurchases to be made from time to time in ~~each case, subject to~~the open market or in privately negotiated transactions. The timing, form and amount of the share repurchases under the program are at the discretion of management and will depend on a variety of factors, including free funds available at the parent company, market conditions, the Company's capital position, ~~the amount of funds available at the holding companies, its financial strength ratings,~~legal requirements and other factors. The repurchase program may be modified, extended or terminated by the Board of Directors at any time. It does not have an expiration date.

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In order to reduce leverage and, possibly, rating agency capital charges, the Company has mutually agreed with beneficiaries to terminate selected financial guaranty insurance and credit derivative contracts. In particular, the Company has targeted investment grade securities for which claims are not expected but which carry a disproportionately large rating agency capital charge. The Company terminated ~~$1.5~~$0.3 billion and ~~$1.7~~$2.6 billion in net par in ~~First~~Second Quarter 2014 and ~~First~~Second Quarter 2013, respectively, and $1.8 billion and $4.2 billion in net par in Six Months 2014 and Six Months 2013, respectively.

Results of Operations

Estimates and Assumptions

The Company’s consolidated financial statements include amounts that are determined using estimates and assumptions. The actual amounts realized could ultimately be materially different from the amounts currently provided for in the Company’s consolidated financial statements. Management believes the most significant items requiring inherently subjective and complex estimates are expected losses, including assumptions for breaches of R&W, fair value estimates, other-than-temporary impairment, deferred income taxes, and premium revenue recognition. The following discussion of the results of operations includes information regarding the estimates and assumptions used for these items and should be read in conjunction with the notes to the Company’s consolidated financial statements.

An understanding of the Company’s accounting policies is of critical importance to understanding its consolidated financial statements. See Part II, Item 8. “Financial Statements and Supplementary Data” of the Company's Annual Report on Form 10-K for a discussion of significant accounting policies and fair value methodologies.

The Company carries a portion of its assets and liabilities at fair value, the majority of which are measured at fair value on a recurring basis. Level 3 assets, consisting primarily of financial guaranty variable interest entities’ assets, credit derivative assets and investments, represented approximately ~~18%~~17% and 25% of total assets measured at fair value on a recurring basis as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively. All of the Company's liabilities that are measured at

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fair value are Level 3. See Note 7, Fair Value Measurement, of the Financial Statements for additional information about assets and liabilities classified as Level 3.

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Consolidated Results of Operations


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
Revenues:
Net earned premiums	$	132		$	248		$	136		$	163		$	268		$	411
Net investment income	103			94			96			93			199			187
Net realized investment gains (losses)	2			28			(8		)	2			(6		)	30
Net change in fair value of credit derivatives:
Realized gains (losses) and other settlements	19			18			15			(86		)	34			(68		)
Net unrealized gains (losses)	(230		)	(610		)	88			160			(142		)	(450		)
Net change in fair value of credit derivatives	(211		)	(592		)	103			74			(108		)	(518		)
Fair value gains (losses) on committed capital securities ("CCS")	(9		)	(10		)	(6		)	(3		)	(15		)	(13		)
Fair value gains (losses) on FG VIEs	157			70			25			143			182			213
Other income (loss)	21			(14		)	7			(7		)	28			(21		)
Total revenues	195			(176		)	353			465			548			289
Expenses:
Loss and loss adjustment expenses	41			(48		)	57			62			98			14
Amortization of deferred acquisition costs	5			3			3			1			8			4
Interest expense	20			21			20			21			40			42
Other operating expenses	60			60			55			52			115			112
Total expenses	126			36			135			136			261			172
Income (loss) before provision for income taxes	69			(212		)	218			329			287			117
Provision (benefit) for income taxes	27			(68		)	59			110			86			42
Net income (loss)	$	42		$	(144	)	$	159		$	219		$	201		$	75

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Net Earned Premiums

Net earned premiums are recognized over the contractual lives, or in the case of homogeneous pools of insured obligations, the remaining expected lives, of financial guaranty insurance contracts. The Company estimates remaining expected lives of its insured obligations and makes prospective adjustments for such changes in expected lives.

Net Earned Premiums


	First Quarter				Second Quarter				Six Months
	2014		2013		2014		2013		2014		2013
	(in millions)				(in millions)
Financial guaranty:
Public finance
Scheduled net earned premiums and accretion	$	72	$	77	$	72	$	70	$	144	$	147
Accelerations(1)	19		66		24		46		43		112
Total public finance	91		143		96		116		187		259
Structured finance(2)
Scheduled net earned premiums and accretion	41		58		39		46		80		104
Accelerations(1)	0		47		0		—		0		47
Total structured finance	41		105		39		46		80		151
Other	—		0		1		1		1		1
Total net earned premiums	$	132	$	248	$	136	$	163	$	268	$	411

____________________


(1)	Reflects the unscheduled refunding of an insured obligation or the termination of the insurance on an insured obligation.


(2)	Excludes $5 million and $15 million for Second Quarter 2014 and 2013, respectively, and $1722 million and $1833 million for ~~First Quarter~~Six Months 2014 and 2013, respectively,related to consolidated FG VIEs.

Net earned premiums decreased in ~~First~~Second Quarter 2014 and Six Months 2014 compared with ~~First~~Second Quarter 2013 and Six Months 2013 due primarily to lower accelerations and the scheduled decline in structured finance par outstanding,, as shown in the table above.

At ~~March 31,~~June 30, 2014, ~~$4.1~~$4.0 billion of net deferred premium revenue remained to be earned over the life of the insurance contracts. Scheduled net earned premiums are expected to decrease each year unless replaced by a higher amount of new business or reassumptions of previously ceded business. See Note 4, Financial Guaranty Insurance Premiums, of the Financial Statements, for the expected timing of future premium earnings.

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Net Investment Income

Net Investment Income (1)


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
Income from fixed-maturity securities managed by third parties	$	80		$	79		$	81		$	80		$	161		$	159
Income from internally managed securities:
Fixed maturities	20			16			17			14			37			30
Other invested assets	5			1			—			1			5			2
Gross investment income	105			96			98			95			203			191
Investment expenses	(2		)	(2		)	(2		)	(2		)	(4		)	(4		)
Net investment income	$	103		$	94		$	96		$	93		$	199		$	187

____________________


(1)	Net investment income excludes $3 million and $4 million for ~~First~~Second Quarter 2014 and 2013, respectively, and $6 million and $7 million for Six Months 2014 and 2013, respectively,related to consolidated FG VIEs.

Income earned in the internally managed portfolio increased primarily due to improvement in expected underlying cash ~~flow.~~flow and higher invested asset balance. The overall pre-tax book yield was ~~3.66%~~3.52% at ~~March 31,~~June 30, 2014 and ~~3.85%~~3.81% at ~~March 31,~~June 30, 2013, respectively. Excluding internally managed portfolio, pre-tax yield was ~~3.41%~~3.26% as of ~~March 31,~~June 30, 2014 compared with ~~3.51%~~3.47% as of ~~March 31,~~June 30, 2013.

Net Realized Investment Gains (Losses)

The table below presents the components of net realized investment gains (losses). See Note 10, Investments and Cash, of the Financial Statements.

Net Realized Investment Gains (Losses)~~(1)~~


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
Gross realized gains on investment portfolio(1)	$	9		$	39		$	5		$	15		$	14		$	54
Gross realized losses on investment portfolio	(2		)	(6		)	(1		)	(6		)	(3		)	(12		)
Other-than-temporary impairment ~~(1)~~(2)	(5		)	(5		)	(12		)	(7		)	(17		)	(12		)
Net realized investment gains (losses)	$	2		$	28		$	(8	)	$	2		$	(6	)	$	30

____________________


(1)	~~Net~~Excludes realized ~~investment~~ gains ~~(losses) reported~~related to consolidated FG VIEs of $5 million for Second Quarter and Six Months 2014. There were no realized gains related to FG VIEs in ~~accordance with GAAP exclude~~Second Quarter and Six Months 2013.


(2)	Excludes other-than-temporary impairment related to consolidated FG VIEs of $1$1 million for ~~First~~Second Quarter 2013 and $2 million for Six Months 2013. The amount of other-than-temporary impairment related to consolidated FG VIEs is de minimis for ~~First~~Six Months 2014 and there were none for Second Quarter 2014.

Other-than-temporary impairment for ~~First~~Second Quarter 2014 and 2013 and Six Months 2014 and 2013 was primarily attributable to securities that were acquired for loss mitigation or other risk management purposes. Realized gains in ~~First Quarter~~Six Months 2013 included sales of assets acquired as part of negotiated settlements, bonds purchased for loss mitigation purposes and other invested assets.

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Other Income

Other income is comprised of recurring items such as foreign exchange remeasurement gains and losses, ancillary fees on financial guaranty policies such as commitment, consent and processing fees, and other revenue items on financial guaranty insurance and reinsurance contracts such as commutation gains on re-assumptions of previously ceded business.

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Other Income (Loss)


	First Quarter					Second Quarter					Six Months
	2014		2013			2014		2013			2014		2013
	(in millions)					(in millions)
Foreign exchange gain (loss) on remeasurement of premium receivable and loss reserves	$	1	$	(16	)	$	5	$	(3	)	$	6	$	(19	)
Commutation gains	19		—			0		—			19		—
Other	1		2			2		(4		)	3		(2		)
Total other income (loss)	$	21	$	(14	)	$	7	$	(7	)	$	28	$	(21	)

In ~~First Quarter~~Six Months 2014, the Company entered into commutation agreements to reassume ceded business. This increased net par by approximately $856 million and related unearned premium reserve by approximately $19 million. There were no ~~reassumptions~~commutations in ~~First Quarter~~Six Months 2013.

Losses in the Insured Portfolio

The insured portfolio includes policies accounted for under three separate accounting models depending on the characteristics of the contract and the Company’s control rights. Please refer to Note 5, Expected Loss to be Paid, of the Financial Statements, for a discussion of the assumptions and methodologies used in calculating the expected loss to be paid for all contracts. For a discussion of the measurement and recognition accounting policies under GAAP for each type of contract, see ~~the following~~Notes 3 through 10 in Item 8, Financial Statements and Supplementary Data of the Company's Annual Report on Form ~~10-K:~~

•~~Notes 4, 5 and 7 for financial guaranty insurance,~~

•~~Note 9 for credit derivatives,~~

•~~Note 10 for consolidated FG VIE, and~~

•~~Note 8 for fair value methodologies for credit derivatives and FG VIE assets and liabilities.~~10-K.

The discussion of losses that follows encompasses losses on all contracts in the insured portfolio regardless of accounting model, unless otherwise specified. In order to effectively evaluate and manage the economics of the entire insured portfolio, management compiles and analyzes expected loss information for all policies on a consistent basis. That is, management monitors and assigns ratings and calculates expected losses in the same manner for all its exposures. Management also considers contract specific characteristics that affect the estimates of expected loss.

The surveillance process for identifying transactions with expected losses is described in the notes to the consolidated financial statements. More extensive monitoring and intervention is employed for all BIG surveillance categories, with internal credit ratings reviewed quarterly.

Net Expected Loss

Net expected loss to be paid consists primarily of the present value of future: expected claim payments, expected recoveries of excess spread in the transaction structures, cessions to reinsurers, and expected recoveries for breaches of R&W and the effects of other loss mitigation strategies. Current risk free rates are used to discount expected losses at the end of each reporting period and therefore changes in such rates from period to period affect the expected loss estimates reported. The effect of changes in discount rates are included in net economic loss development, however, economic loss development attributable to changes in discount rates is not indicative of credit impairment or improvement. Assumptions used in the determination of the net expected loss to be paid such as delinquency, severity, and discount rates and expected timeframes to recovery in the mortgage market were consistent by sector regardless of the accounting model used. The primary drivers of changes in expected loss to be paid are discussed below.

The primary difference between net economic loss development and loss expense included in operating income relates to the consideration of deferred premium revenue in the calculation of loss reserves and loss expense. For financial guaranty insurance contracts, a loss is generally recorded only when expected losses exceed deferred premium revenue. Therefore, the timing of loss recognition does not necessarily coincide with the timing of the actual credit impairment or improvement

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reported in net economic loss development. AGM's U.S. RMBS transactions generally have the largest deferred premium revenue balances because of the purchase accounting adjustments that were made in 2009 in connection with Assured Guaranty's purchase of AGM, and therefore the largest differences between net economic loss development and loss expense relate to AGM policies. See "–Losses Incurred" below.

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Economic Loss Development (1)


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
U.S. RMBS before benefit for recoveries for breaches of R&W	$	38		$	57		$	(40	)	$	70		$	(2	)	$	127
Net benefit for recoveries for breaches of R&W	(48		)	(157		)	(19		)	(51		)	(67		)	(208		)
U.S. RMBS after benefit for recoveries for breaches of R&W	(10		)	(100		)	(59		)	19			(69		)	(81		)
Other structured finance	0			(5		)	5			(23		)	5			(28		)
Public finance	23			17			77			91			100			108
Other	(1		)	(10		)	—			—			(1		)	(10		)
Total	$	12		$	(98	)	$	23		$	87		$	35		$	(11	)

____________________


(1)	Economic loss development includes the effects of changes in assumptions based on observed market trends, changes in discount rates, accretion of discount and the economic effects of loss mitigation efforts.

Net Expected Loss to be Paid


	As of March 31, 2014			As of December 31, 2013			As of June 30, 2014			As of December 31, 2013
	(in millions)						(in millions)
U.S. RMBS before benefit for recoveries for breaches of R&W	$	1,201		$	1,205		$	1,127		$	1,205
Net benefit for recoveries for breaches of R&W	(721		)	(712		)	(651		)	(712		)
U.S. RMBS after benefit for recoveries for breaches of R&W	480			493			476			493
Other structured finance	170			171			172			171
Public finance	338			321			391			321
Other	(4		)	(3		)	(4		)	(3		)
Total	$	984		$	982		$	1,035		$	982

~~First~~Second Quarter 2014 Net Economic Loss Development

~~Total economic~~U.S. Public Finance Economic Loss Development: The net par outstanding for U.S. public finance obligations rated BIG by the Company was $8.9 billion as of June 30, 2014 compared with $9.0 billion as of March 31, 2014. The Company projects that its total future expected net loss ~~development was $12 million in First Quarter 2014, primarily due to developments in certain~~across its troubled U.S. public finance credits ~~partially offset by a net benefit~~as of June 30, 2014 will be $339 million, up from $281 million as of March 31, 2014. The change during Second Quarter 2014 was primarily attributable to certain Puerto Rico exposures. See Note 3, Outstanding Exposure, and Note 5, Expected Loss to be Paid, of the Financial Statements for further information.

U.S. ~~RMBS.~~ RMBS Economic Loss Development: The net benefit attributable to U.S. RMBS of $59 million was due primarily to improvements in the underlying exposures, as well as an increase in the benefit for breaches of R&W, ~~developments in 2014,~~ offset in part by the effect of lower risk-free rates used to discount reserves. The risk-free rates used to discount expected losses ranged from 0.0% to ~~3.97%~~3.78% as of ~~March 31,~~June 30, 2014 compared with 0.0% to ~~4.44%~~3.97% as of ~~December~~March 31, ~~2013.~~2014. The effect of changes in discount rates that is included in total economic loss development is not indicative of credit impairment or improvement.

~~U.S. Public Finance Economic Loss Development:~~ The net par outstanding for U.S. public finance obligations rated BIG by the Company was $9.0 billion as of March 31, 2014 and $9.1 billion as of December 31, 2013. The Company projects that its total future expected net loss across its troubled U.S. public finance credits as of March 31, 2014 will be ~~$281 million~~, up from $264 million as of December 31, 2013. The change related primarily to developments in Detroit's bankruptcy proceedings. See Note 5, Expected Loss to be paid, of the Financial Statements for further information.

~~U.S. RMBS Economic Loss Development:~~ The Company's RMBS loss projection methodology assumes that the housing and mortgage markets will continue improving. Each quarter the Company makes a judgment as to whether to change the assumptions it uses to make RMBS loss projections based on its observation during the quarter of the performance of its insured transactions (including early stage

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delinquencies, late stage delinquencies and, for first liens, loss severity) as well as the residential property market and economy in general, and, to the extent it observes changes, it makes a judgment as whether those changes are normal fluctuations or part of a trend. Based on such observations the Company chose to use the same general approach to project RMBS losses as of ~~March 31,~~June 30, 2014 as it used as of March 31, 2014 and December 31, 2013. The methodology and assumptions the Company uses to project first lien RMBS losses and the scenarios it employs are described in more detail Note 5, Expected Loss to be Paid, of the Financial Statements.

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Generally, when mortgage loans are transferred into a securitization, the loan originator(s) and/or sponsor(s) provide R&W that the loans meet certain characteristics, and a breach of such R&W often requires that the loan be repurchased from the securitization. In many of the transactions the Company insures, itthe Company is in a position to enforce these R&W provisions. ~~Soon after the~~The Company observed the deterioration in the performance of its insured RMBS following the deterioration of the residential mortgage and property markets, the Company began using internal resources as well as third party forensic underwriting firms and legal firms to pursuehas pursued breaches of R&W on a loan-by-loan ~~basis. Where~~basis or in cases where a provider of R&W refused to honor its repurchase obligations, the Company sometimes chose to initiate litigation. See “Recovery Litigation—RMBS Transactions," section of Note 5, Expected Loss to be Paid, of the Financial Statements. The Company's success in pursuing these strategies permitted the Company to enter 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. Such agreements provide the Company with many of the benefits of pursuing the R&W claims on a loan by loan basis or through litigation, but without the related expense and uncertainty. The Company continues to pursue these strategies against R&W providers with which it does not yet have agreements.

Using these strategies, through ~~March 31,~~June 30, 2014 the Company has caused entities providing R&Ws to pay or agree to pay approximately $~~3.7~~3.8 billion (gross of reinsurance) in respect of their R&W liabilities for transactions in which the Company has provided insurance.

R&W Payments (Gross of Reinsurance)

As of June 30, 2014


	(in millions)		(in millions)
Agreement amounts already received	$	2,716	$	2,811
Agreement amounts projected to be received in the future	402		388
Repurchase amounts paid into the relevant RMBS prior to settlement (1)	579		579
Total R&W payments, gross of reinsurance	$	3,697	$	3,778

____________________

(1)

Developments in the Company's R&W recovery efforts are included in economic loss development. The following table provides a breakdown of the development and accretion amount in the roll forward of estimated recoveries associated with alleged breaches of R&W.

Components of R&W Development


	First Quarter 2014		Second Quarter 2014
	(in millions)		(in millions)
Change in recovery assumptions as the result of additional file review and recovery success	$	10
Inclusion or removal of deals with breaches of R&W during period			$	—
Change in recovery assumptions as the result of recovery success			17
Estimated increase (decrease) in defaults that will result in additional (lower) breaches	0		(11		)
Settlements and anticipated settlements	35		10
Accretion of discount on balance	3		3
Total	$	48	$	19

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~~First~~Second Quarter 2013 Net Economic Loss Development

~~Total economic~~In the RMBS sector, loss development was partially offset by an increase in ~~First Quarter 2013 was a favorable $98 million, which was primarily driven by U.S. RMBS. In~~ the ~~U.S. RMBS portfolio, the $100 million favorable development was mainly due to the~~benefit for R&W attributable to settlement agreement with UBS Real Estate Securities Inc. and affiliates ("UBS"). Partially offsetting this benefit was worsening economic conditions in Hungary and potential bankruptcy of Harrisburg which contributed to economic loss development in public finance. Changes in discount rates had a favorable effect of approximately $25 million on economic loss development in

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~~First Quarter 2013 as the~~agreements. The risk-free rates used to discount expected losses ranged from 0.0% to 4.03% as of June 30, 2013 compared with 0.0% to 3.72% as of March 31, ~~2013 compared with 0.0% to 3.28%~~2013.

U.S. Public Finance Economic Loss Development: The net par outstanding for all BIG rated U.S. public finance obligations was $4.9 billion as of ~~December~~June 30, 2013 and $4.6 billion as of March 31, ~~2012.~~2013. The Company projected that its total future expected net loss across its troubled U.S. public finance credits as of June 30, 2013 would be $71 million. As of March 31, 2013 the Company was projecting a net recovery of $9 million across it troubled U.S. public finance credits. While the economic loss development of $91 million was due to a number of factors, it was attributable primarily to negative developments in Detroit.

U.S. RMBS Economic Loss Development: The Company's RMBS loss projection methodology assumes that the housing and mortgage markets will eventually improve. Each quarter the Company makes a judgment as to whether to change the assumptions it uses to make RMBS loss projections based on its observation during the quarter of the performance of its insured transactions (including early stage delinquencies, late stage delinquencies and, for first liens, loss severity) as well as the residential property market and economy in general, and, to the extent it observes changes, it makes a judgment as to whether those changes are normal fluctuations or part of a trend. During Second Quarter 2013 the Company observed improvements in the performance of its second lien RMBS transactions that, when viewed in the context of their performance in past quarters, suggested those transactions were beginning to respond to the improvements in the residential property market and economy being widely reported. The Company did not observe the same trends in the performance of its first lien RMBS transactions. Based on such observations, the Company chose to use essentially the same assumptions and scenarios to project RMBS loss as of ~~March 31,~~June 30, 2013 as it used as of March 31, 2013 and December 31, 2012, except for the following:

in its ~~most optimistic~~base scenario, it reduced by ~~three~~two months the period it assumed it would take the mortgage market to recover; and

in its ~~most pessimistic~~optimistic scenario, it ~~increased~~decreased by three months the period it assumed it would take the mortgage market to recover.

The Company's use of essentially the same assumptions and scenarios to project RMBS losses for its first lien RMBS as of June 30, 2013 as at March 31, 2013 ~~as at~~and December 31, 2012 was consistent with its view at ~~March 31,~~June 30, 2013 that the housing and mortgage market recovery is ~~occurring at a slower pace than~~not being reflected as quickly in the performance of those transactions as it had anticipated at March 31, 2013 or December 31, 2012. The Company's changes during 2012 to the period it would take the mortgage market to recover in its most optimistic scenario and its most pessimistic scenario allowed it to consider a wider range of possibilities for the speed of the recovery. Since the Company's projections for each RMBS transaction are based on the delinquency performance of the loans in that individual RMBS transaction, improvement or deterioration in that aspect of a transaction's performance impacts the projections for that transaction. ~~The methodology the Company uses to project RMBS losses and the scenarios it employs are described in more detail in Note 5, Expected Loss to be Paid, of the Financial Statements.~~

Components of R&W Development


	First Quarter 2013		Second Quarter 2013
	(in millions)		(in millions)
Change in recovery assumptions as the result of additional file review and recovery success	$	11
Inclusion or removal of deals with breaches of R&W during period			$	6
Change in recovery assumptions as the result of recovery success			6
Estimated increase (decrease) in defaults that will result in additional (lower) breaches	1		(4		)
Results of settlements and judgments	142		38
Accretion of discount on balance	3		5
Total	$	157	$	51

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Six Months 2014 and 2013 Net Economic Loss Development

~~U.S. Public Finance~~ Economic ~~Loss Development:~~ loss development was $35 million for Six Months 2014 compared with loss development of a favorable $11 million for Six Months 2013. The ~~net par outstanding for all BIG rated~~economic loss development in Six Months 2014 is primarily due to higher U.S. public finance ~~obligations~~sector losses primarily due to Puerto Rico and Detroit. This was ~~$4.6 billion as~~partially offset by lower U.S. RMBS losses in part due to the settlements of ~~March 31,~~several R&W claims during 2014. The favorable economic loss development in Six Months 2013 ~~and December 31, 2012. The Company projected full or partial recovery on the claims it had already paid on its troubled~~is primarily due to an R&W settlement, offset in part by higher U.S. public finance ~~credits and that its total future expected net recovery across its troubled U.S. public finance credits (after projected recoveries of claims already paid) would be $9 million as of March 31, 2013.~~losses primarily attributable to Detroit.

Losses Incurred

For transactions accounted for as financial guaranty insurance under GAAP, each transaction’s expected loss to be expensed, net of estimated R&W recoveries, is compared with the deferred premium revenue of that transaction. Generally, when the expected loss to be expensed exceeds the deferred premium revenue, a loss is recognized in the income statement for the amount of such excess.

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When the Company measures operating income, a non-GAAP financial measure, it calculates the credit derivative and FG VIE losses incurred in a similar manner. Changes in fair value in excess of expected loss that are not indicative of economic deterioration or improvement are not included in operating income.

Expected loss to be paid, as discussed above under "Losses in the Insured Portfolio", is an important liquidity measure in that it provides the present value of amounts that the Company expects to pay or recover in future periods. Expected loss to be expensed is important because it presents the Company’s projection of incurred losses that will be recognized in future periods as deferred premium revenue amortizes into income on financial guaranty insurance policies. Expected loss to be paid for FG VIEs pursuant to AGC’s and AGM’s financial guaranty policies is calculated in a manner consistent with financial guaranty insurance contracts, but eliminated in consolidation under GAAP.

The following tables present the loss and LAE recorded in the consolidated statements of operations by sector for non-derivative contracts and the loss expense recorded under non-GAAP operating income respectively. Amounts presented are net of reinsurance. Changes in risk free rates used to discount losses affect both economic development and loss expense, however the effect of changes in discount rates does not reflect actual credit impairment or improvement in the period.

Loss and LAE Reported

on the Consolidated Statements of Operations


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
U.S. RMBS	$	(1	)	$	(40	)	$	(21	)	$	16		$	(22	)	$	(24	)
Other structured finance	15			(12		)	4			(10		)	19			(22		)
Public finance	27			(3		)	82			78			109			75
Other	(1		)	—			—			—			(1		)	—
Total insurance contracts before FG VIE consolidation	40			(55		)	65			84			105			29
Effect of consolidating FG VIEs	1			7			(8		)	(22		)	(7		)	(15		)
Total loss and LAE	$	41		$	(48	)	$	57		$	62		$	98		$	14

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Loss Expense Reported in

Non-GAAP Operating Income


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
U.S. RMBS	$	5		$	(16	)	$	(39	)	$	37		$	(34	)	$	21
Other structured finance	2			(16		)	4			(20		)	6			(36		)
Public finance	26			(3		)	81			79			107			76
Other	(1		)	(10		)	—			—			(1		)	(10		)
Total	$	32		$	(45	)	$	46		$	96		$	78		$	51

Reconciliation of Loss and LAE

to Non-GAAP Loss Expense


	First Quarter						Second Quarter					Six Months
	2014			2013			2014			2013		2014			2013
	(in millions)						(in millions)
Loss and LAE	$	41		$	(48	)	$	57		$	62	$	98		$	14
Credit derivative loss expense	(8		)	10			(18		)	12		(26		)	22
FG VIE loss expense	(1		)	(7		)	7			22		6			15
Loss expense included in operating income	$	32		$	(45	)	$	46		$	96	$	78		$	51

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In 2014, losses incurred were due primarily to U.S public finance exposures, mainly related to developments in the Company's Detroit exposures. Losses incurred on RMBS during First Quarter 2014 includes positive R&W development.

In First Quarter 2013, loss benefit was due primarily to U.S. RMBS. The positive development in U.S. RMBS was due primarily to a R&W settlement agreement with UBS. Changes in risk-free rates used to discount losses also affected loss expense for long-dated transactions, however this component of loss expense does not reflect actual credit impairment or improvement in the period.

For financial guaranty contracts accounted for as insurance, the amounts reported in the GAAP financial statements may only reflect a portion of the current period’s economic development and may also include a portion of prior-period economic development. The difference between economic loss development on financial guaranty insurance contracts and loss and LAE recognized in GAAP income is essentially loss development and accretion for financial guaranty insurance contracts that is, or was previously, absorbed in unearned premium ~~reserve. Such amounts~~reserve, which have not yet been recognized in income.

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The table below presents the expected timing of loss recognition for insurance contracts on both a reported GAAP net income and non-GAAP operating income basis.

Financial Guaranty Insurance

Net Expected Loss to be Expensed

As of ~~March 31,~~June 30, 2014


	In GAAP Reported Income		In Non-GAAP Operating Income		In GAAP Reported Income		In Non-GAAP Operating Income
	(in millions)				(in millions)
2014 (April 1 - June 30)	$	12	$	13
2014 (July 1 - September 30)	11		13		$	10	$	12
2014 (October 1 - December 31)	10		13		10		12
2015	42		51		39		48
2016	38		45		36		43
2017	31		37		30		37
2018	28		35		27		32
2019-2023	98		119		96		118
2024-2028	57		68		57		68
2029-2033	37		45		37		46
After 2033	27		36		28		36
Net expected loss to be expensed (1)	391		475		370		452
Discount	419		463		435		478
Total future value	$	810	$	938	$	805	$	930

____________________


(1)	Net expected loss to be expensed for GAAP reported income is different than operating income, a non-GAAP financial measure, by the amount related to consolidated FG VIEs.

Net Change in Fair Value of Credit Derivatives

Changes in the fair value of credit derivatives occur primarily because of changes in interest rates, credit spreads, notional amounts, credit ratings of the referenced entities, expected terms, realized gains (losses) and other settlements, and the issuing company's own credit rating and credit spreads, and other market factors. With considerable volatility continuing in the market, unrealized gains (losses) on credit derivatives may fluctuate significantly in future periods.

Except for net estimated credit impairments (i.e., net expected payments), the unrealized gains and losses on credit derivatives are expected to reduce to zero as the exposure approaches its maturity date. Changes in the fair value of the Company’s credit derivatives that do not reflect actual or expected claims or credit losses have no impact on the Company’s statutory claims paying resources, rating agency capital or regulatory capital positions. Expected losses to be paid in respect of contracts accounted for as credit derivatives are included in the discussion above “—Losses in the Insured Portfolio.”

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The valuation of the Company’s credit derivative contracts requires the use of models that contain significant, unobservable inputs, and are classified as Level 3 in the fair value hierarchy. There has been very limited new issuance activity in this market over the past ~~three~~several years and as of ~~March 31,~~June 30, 2014, market prices for the Company’s credit derivative contracts were generally not available. Inputs to the estimate of fair value include various market indices, credit spreads, the Company’s own credit spread, and estimated contractual payments. See Note 7, Fair Value Measurement, of the Financial Statements.

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


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
Realized gains on credit derivatives	$	20		$	28		$	21		$	41		$	41		$	69
Net credit derivative losses (paid and payable) recovered and recoverable	(1		)	(10		)	(6		)	(127		)	(7		)	(137		)
Realized gains (losses) and other settlements on credit derivatives	19			18			15			(86		)	34			(68		)
Net change in unrealized gains (losses) on credit derivatives	(230		)	(610		)	88			160			(142		)	(450		)
Net change in fair value of credit derivatives	$	(211	)	$	(592	)	$	103		$	74		$	(108	)	$	(518	)

Net credit derivative premiums have ~~declined~~decreased in ~~First~~Second Quarter 2014 and ~~2013~~Six Months 2014 due primarily to the decline in accelerations of credit derivative revenues due to terminations in 2014 as compared with 2013 as well as the decline in scheduled earnings, net par outstanding declined to $46.8 billion at June 30, 2014 from $60.9 billion at June 30, 2013. The table below sets out the net par ~~outstanding~~amount of credit derivative contracts that the Company and its counterparties agreed to ~~$51.3 billion at March 31, 2014~~ terminate on a consensual basis.

Net Par and Accelerations of Credit Derivative Revenues

from ~~$65.9 billion at March 31, 2013.~~Terminations of CDS Contracts



	Second Quarter				Six Months
	2014		2013		2014		2013
	(in millions)
Net par of terminated CDS contracts	$	200	$	1,992	$	1,300	$	3,041
Accelerations of credit derivative revenues	0.5		14		0.7		15

Net Change in Unrealized Gains (Losses)

on Credit Derivatives

By Sector


	First Quarter						Second Quarter					Six Months
Asset Type	2014			2013			2014		2013			2014			2013
	(in millions)											(in millions)
Pooled corporate obligations	$	(58	)	$	(105	)	$	64	$	(34	)	$	6		$	(139	)
U.S. RMBS	(140		)	(457		)	5		14			(135		)	(443		)
Commercial mortgage-backed securities ("CMBS")	—			(3		)	2		(1		)	2			(4		)
Other (1)	(32		)	(45		)
Other(1)							17		181			(15		)	136
Total	$	(230	)	$	(610	)	$	88	$	160		$	(142	)	$	(450	)

____________________


(1)	“Other” includes all other U.S. and international asset classes, such as commercial receivables, international infrastructure, international RMBS securities, and pooled infrastructure securities.

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During Six Months 2014, unrealized fair value losses were generated primarily in the U.S. RMBS prime first lien, Alt-A, and Option ARM ~~and subprime~~ sectors, ~~as well as pooled corporate obligations,~~ due to wider implied net spreads. The wider implied net spreads were primarily a result of the decreased cost to buy protection in AGC’s name as the market cost of AGC’s credit protection decreased significantly during the period. These transactions were pricing ~~at or~~ above their floor ~~levels (or the minimum rate at which the Company would consider assuming these risks based on historical experience);~~levels; therefore when the cost of purchasing ~~credit default swap ("CDS")~~CDS protection ~~on AGC, which management refers to as the CDS spread~~ on AGC decreased, the implied spreads that the Company would expect to receive on these transactions increased. The cost of ~~AGM’s~~AGM's credit protection also decreased during ~~First Quarter~~Six Months 2014, ~~generating unrealized~~but did not lead to significant fair value losses, ~~on a XXX life insurance securitization transaction, due to wider implied net spreads. This did not have a significant impact on~~as the ~~remainder~~majority of ~~AGM’s portfolio, as a significant portion of AGM’s~~AGM policies continue to price at floor levels.

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changes in fair value of credit derivatives in the Other category includes a $20 million loss for guaranteed interest rate swaps identified during ~~the quarter.~~2013.

Five-Year CDS Spread

on AGC and AGM

Quoted price of CDS contract (in basis points)


	As of March 31, 2014	As of December 31, 2013	As of March 31, 2013	As of December 31, 2012	As of June 30, 2014	As of March 31, 2014	As of December 31, 2013	As of June 30, 2013	As of March 31, 2013	As of December 31, 2012
AGC	291	460	397	678	327	291	460	343	397	678
AGM	305	525	380	536	346	305	525	365	380	536

One-Year CDS Spread

on AGC and AGM

Quoted price of CDS contract (in basis points)


	As of March 31, 2014	As of December 31, 2013	As of March 31, 2013	As of December 31, 2012	As of June 30, 2014	As of March 31, 2014	As of December 31, 2013	As of June 30, 2013	As of March 31, 2013	As of December 31, 2012
AGC	55	185	59	270	85	55	185	57	59	270
AGM	70	220	60	257	115	70	220	72	60	257

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Effect of Changes in the Company’s Credit Spread on

Unrealized Gains (Losses) on Credit Derivatives


	First Quarter						Second Quarter					Six Months
	2014			2013			2014		2013			2014			2013
	(in millions)						(in millions)
Change in unrealized gains (losses) of credit derivatives:
Before considering implication of the Company’s credit spreads	$	347		$	504		$	15	$	350		$	422		$	854
Resulting from change in the Company’s credit spreads	(577		)	(1,114		)	73		(190		)	(564		)	(1,304		)
After considering implication of the Company’s credit spreads	$	(230	)	$	(610	)	$	88	$	160		$	(142	)	$	(450	)

Management believes that the trading level of AGC’s and AGM’s credit spreads is due to the correlation between AGC’s and AGM’s risk profile, the current risk profile of the broader financial markets, and to increased demand for credit protection against AGC and AGM, relative to pre-financial crisis levels, 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 AGC’s and AGM’s credit spread were higher credit spreads in the fixed income security markets relative to pre-financial crisis levels. The higher credit spreads in the fixed income security market are due to the lack of liquidity in the high-yield collateralized debt obligations ("CDO"), trust preferred securities CDO ("TruPS CDOs"), and collateralized loan obligation ("CLO") markets as well as continuing market concerns over the 2005-2007 vintages of RMBS.

Provision for Income Tax

Provision for Income Taxes and Effective Tax Rates


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
Total provision (benefit) for income taxes	$	27		$	(68	)	$	59		$	110		$	86		$	42
Effective tax rate	38.8		%	31.8		%	27.2		%	33.5		%	30.0		%	36.4		%

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The Company’s effective tax rates reflect the proportion of income recognized by each of the Company’s operating subsidiaries, with U.S. subsidiaries taxed at the U.S. marginal corporate income tax rate of 35%, U.K. subsidiaries taxed at the U.K. blended marginal corporate tax rate of 21.5% unless subject to U.S. tax by election or as a U.S. controlled foreign corporation, and no taxes for the Company’s Bermuda subsidiaries unless subject to U.S tax by election or as a U.S. controlled foreign corporation. The Company’s overall corporate effective tax rate fluctuates based on the distribution of taxable income across these jurisdictions. ~~First Quarter 2014 and First Quarter 2013 had disproportionate losses and~~In each of the periods presented, the portion of taxable income ~~across jurisdictions, offset by tax-exempt interest, and are the primary reasons for the effective tax rates.~~from each jurisdiction varied.

Financial Guaranty Variable Interest Entities

As of ~~March 31,~~June 30, 2014 and December 31, 2013, the Company consolidated 31 and 40 VIEs, respectively. The table below presents the effects on reported GAAP income resulting from consolidating these FG VIEs and eliminating their related insurance and investment accounting accounts and, in total, represents a difference between GAAP reported net income and non-GAAP operating income attributable to FG VIEs. The consolidation of FG VIEs has a significant effect on net income and shareholders' equity due to (1) changes in fair value gains (losses) on FG VIE assets and liabilities, (2) the eliminations of premiums and losses related to the AGC and AGM FG VIE liabilities with recourse and (3) the elimination of investment balances related to the Company’s purchase of AGC and 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. See “—Non-GAAP Financial Measures—Operating Income” below.

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Effect of Consolidating FG VIEs on Net Income (Loss)


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
Net earned premiums	$	(17	)	$	(18	)	$	(5	)	$	(15	)	$	(22	)	$	(33	)
Net investment income	(3		)	(3		)	(3		)	(4		)	(6		)	(7		)
Net realized investment gains (losses)	0			1			(5		)	1			(5		)	2
Fair value gains (losses) on FG VIEs	157			70			25			143			182			213
Other income	(2		)	—			0			—			(2		)	—
Loss and LAE	(1		)	(7		)	8			22			7			15
Effect on net income before tax provision	134			43			20			147			154			190
Less: tax provision (benefit)	47			15			7			51			54			66
Effect on net income (loss)	$	87		$	28		$	13		$	96		$	100		$	124

Fair value gains (losses) on FG VIEs represent the net change in fair value on the consolidated FG VIEs’ assets and liabilities. During ~~First~~Second Quarter 2014, the Company recorded a pre-tax net fair value gain onof consolidated FG VIEs of ~~$157~~$25 million. The primary driver of this gain was price appreciation on the Company's FG VIE assets during the quarter resulting from improvements in the underlying collateral, as well as large principal paydowns made on the Company's FG VIEs. During Six Months 2014, the Company recorded a pre-tax net fair value gain of consolidated FG VIEs of $182 million. The primary driver of this gain, $120 million, was a result of the deconsolidation of seven VIEs. There was an additional gain of $37 million resulting from the Company exercising its option to accelerate two second lien RMBS VIEs. These two VIEs were treated as maturities during the period.

For ~~First~~Second Quarter 2013, the Company recorded a pre-tax fair value gain on FG VIEs of $70143 million. The ~~majority~~primary driver of this gain ~~approximately~~was a $149 million fair value gain as a result of R&W benefits recognized during the quarter on policies relating to Flagstar and UBS. This was also the primary driver of the $213 million pre-tax fair value gain of consolidated FG VIEs during Six Months 2013. The additional gain of $64 million, for Six Months 2013 was ~~the result of a R&W benefit on two Flagstar policies recognized during the quarter. There was~~ also ~~price appreciation across all of the Company's FG VIE assets and liabilities as~~ a result of an R&W benefit related to the ~~overall financial market continuing to improve in First~~Flagstar policies referenced above. During Second Quarter ~~2013. The most significant price appreciation occurred in several home equity lines of credit ("HELOC") transactions where~~2013, the ~~price appreciation was slightly greater on the FG VIE assets than on the FG VIE liabilities. This was a result of improved performance~~Company signed an agreement that resulted in the ~~underlying collateral~~deconsolidation of ~~these securities during the period.~~two FG VIEs.

Expected losses to be paid (recovered) in respect of consolidated FG VIEs, were $108 million of expected loss to be paid as of ~~March 31,~~June 30, 2014 and $60 million of expected losses to be paid as of December 31, 2013, and are included in the discussion of “—“—Losses in the Insured Portfolio.”

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Non-GAAP Financial Measures

To reflect the key financial measures management analyzes in evaluating the Company’s operations and progress towards long-term goals, the Company discusses both measures promulgated in accordance with GAAP and measures not promulgated in accordance with GAAP (“non-GAAP financial measures”). Although the financial measures identified as non-GAAP should not be considered substitutes for GAAP measures, management considers them key performance indicators and employs them as well as other factors in determining compensation. Non-GAAP financial measures, therefore, provide investors with important information about the key financial measures management utilizes in measuring its business. The primary limitation of non-GAAP financial measures is the potential lack of comparability to those of other companies, which may define non-GAAP measures differently because there is limited literature with respect to such measures. Three of the primary non-GAAP financial measures analyzed by the Company’s senior management are: operating income, adjusted book value and PVP.

Management and the board of directors utilize non-GAAP financial measures in evaluating the Company’s financial performance and as a basis for determining senior management incentive compensation. By providing these non-GAAP financial measures, investors, analysts and financial news reporters have access to the same information that management reviews internally. In addition, Assured Guaranty’s presentation of non-GAAP financial measures is consistent with how analysts calculate their estimates of Assured Guaranty’s financial results in their research reports on Assured Guaranty and with how investors, analysts and the financial news media evaluate Assured Guaranty’s financial results.

The following paragraphs define each non-GAAP financial measure and describe why it is useful. A reconciliation of the non-GAAP financial measure and the most directly comparable GAAP financial measure, if available, is also presented below.

Operating Income

Reconciliation of Net Income (Loss)

to Operating Income


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
Net income (loss)	$	42		$	(144	)	$	159		$	219		$	201		$	75
Less after-tax adjustments:
Realized gains (losses) on investments	(1		)	19			(2		)	2			(3		)	21
Non-credit impairment unrealized fair value gains (losses) on credit derivatives	(171		)	(434		)	47			28			(124		)	(406		)
Fair value gains (losses) on CCS	(5		)	(6		)	(5		)	(2		)	(10		)	(8		)
Foreign exchange gains (losses) on remeasurement of premiums receivable and loss and LAE reserves	0			(11		)	5			(3		)	5			(14		)
Effect of consolidating FG VIEs	87			28			13			96			100			124
Operating income	$	132		$	260		$	101		$	98		$	233		$	358

Effective tax rate on operating income	26.7		%	25.8		%	25.6		%	29.4		%	26.2		%	25.8		%

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Management believes that operating income is a useful measure because it clarifies the understanding of the underwriting results of the Company’s financial guaranty business, and also includes financing costs and net investment income, and enables investors and analysts to evaluate the Company’s financial results as compared with the consensus analyst estimates distributed publicly by financial databases. Operating income is defined as net income (loss) attributable to AGL, as reported under GAAP, adjusted for the following:

1) Elimination of the after-tax realized gains (losses) on the Company’s investments, except for gains and losses on securities classified as trading. The timing of realized gains and losses, which depends largely on market credit cycles, can vary considerably across periods. The timing of sales is largely subject to the Company’s discretion and influenced by market opportunities, as well as the Company’s tax and capital profile. Trends in the underlying profitability of the Company’s business can be more clearly identified without the fluctuating effects of these transactions.

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2) Elimination of the after-tax non-credit impairment unrealized fair value gains (losses) on credit derivatives, which is the amount in excess of the present value of the expected estimated economic credit losses, and non-economic payments. Such fair value adjustments are heavily affected by, and in part fluctuate with, changes in market interest rates, credit spreads and other market factors and are not expected to result in an economic gain or loss. Additionally, such adjustments present all financial guaranty contracts on a more consistent basis of accounting, whether or not they are subject to derivative accounting rules.

3) Elimination of the after-tax fair value gains (losses) on the Company’s CCS. Such amounts are heavily affected by, and in part fluctuate with, changes in market interest rates, credit spreads and other market factors and are not expected to result in an economic gain or loss.

4) Elimination of the after-tax foreign exchange gains (losses) on remeasurement of net premium receivables and loss and LAE reserves. Long-dated receivables constitute a significant portion of the net premium receivable balance and represent the present value of future contractual or expected collections. Therefore, the current period’s foreign exchange remeasurement gains (losses) are not necessarily indicative of the total foreign exchange gains (losses) that the Company will ultimately recognize.

5) Elimination of the effects of consolidating FG VIEs in order to present all financial guaranty contracts on a more consistent basis of accounting, whether or not GAAP requires consolidation. GAAP requires the Company to consolidate certain VIEs that have issued debt obligations insured by the Company even though the Company does not own such VIEs.

Adjusted Book Value and Operating Shareholders’ Equity

Management also uses adjusted book value to measure the intrinsic value of the Company, excluding franchise value. Growth in adjusted book value is one of the key financial measures used in determining the amount of certain long term compensation to management and employees and used by rating agencies and investors.

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Reconciliation of Shareholders’ Equity

to Adjusted Book Value


	As of March 31, 2014						As of December 31, 2013						As of June 30, 2014						As of December 31, 2013
	Total			Per Share			Total			Per Share			Total			Per Share			Total			Per Share
	(dollars in millions, except per share amounts)												(dollars in millions, except per share amounts)
Shareholders’ equity	$	5,209		$	28.76		$	5,115		$	28.07		$	5,242		$	30.10		$	5,115		$	28.07
Less after-tax adjustments:										(0.95		)
Effect of consolidating FG VIEs	(87		)	(0.48		)	(172		)	(0.95		)	(82		)	(0.47		)	(172		)	(0.95		)
Non-credit impairment unrealized fair value gains (losses) on credit derivatives	(1,219		)	(6.72		)	(1,052		)	(5.77		)	(1,172		)	(6.73		)	(1,052		)	(5.77		)
Fair value gains (losses) on CCS	24			0.13			30			0.16			20			0.12			30			0.16
Unrealized gain (loss) on investment portfolio excluding foreign exchange effect	250			1.38			145			0.80			327			1.87			145			0.80
Operating shareholders’ equity	6,241			34.45			6,164			33.83			6,149			35.31			6,164			33.83
After-tax adjustments:
Less: Deferred acquisition costs	159			0.87			161			0.88			158			0.91			161			0.88
Plus: Net present value of estimated net future credit derivative revenue	138			0.76			146			0.80			129			0.74			146			0.80
Plus: Net unearned premium reserve on financial guaranty contracts in excess of expected loss to be expensed	2,800			15.45			2,884			15.83			2,730			15.68			2,884			15.83
Adjusted book value	$	9,020		$	49.79		$	9,033		$	49.58		$	8,850		$	50.82		$	9,033		$	49.58

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Management believes that operating shareholders’ equity is a useful measure because it presents the equity of the Company with all financial guaranty contracts accounted for on a more consistent basis and excludes fair value adjustments that are not expected to result in economic loss. Many investors, analysts and financial news reporters use operating shareholders’ equity as the principal financial measure for valuing AGL’s current share price or projected share price and also as the basis of their decision to recommend buying or selling AGL’s common shares. Many of the Company’s fixed income investors also use operating shareholders’ equity to evaluate the Company’s capital adequacy. Operating shareholders’ equity is the basis of the calculation of adjusted book value (see below). Operating shareholders’ equity is defined as shareholders’ equity attributable to Assured Guaranty Ltd., as reported under GAAP, adjusted for the following:

1) Elimination of the effects of consolidating FG VIEs in order to present all financial guaranty contracts on a more consistent basis of accounting, whether or not GAAP requires consolidation. GAAP requires the Company to consolidate certain VIEs that have issued debt obligations insured by the Company even though the Company does not own such VIEs.

4) Elimination of the after-tax unrealized gains (losses) on the Company’s investments that are recorded as a component of accumulated other comprehensive income (“AOCI”) (excluding foreign exchange remeasurement). The AOCI component of the fair value adjustment on the investment portfolio is not deemed economic because the Company generally holds these investments to maturity and therefore should not recognize an economic gain or loss.

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Management believes that adjusted book value is a useful measure because it enables an evaluation of the net present value of the Company’s in-force premiums and revenues in addition to operating shareholders’ equity. The premiums and revenues included in adjusted book value will be earned in future periods, but actual earnings may differ materially from the estimated amounts used in determining current adjusted book value due to changes in foreign exchange rates, prepayment speeds, terminations, credit defaults and other factors. Many investors, analysts and financial news reporters use adjusted book value to evaluate AGL’s share price and as the basis of their decision to recommend, buy or sell the AGL common shares. Adjusted book value is operating shareholders’ equity, as defined above, further adjusted for the following:

1) Elimination of after-tax deferred acquisition costs, net. These amounts represent net deferred expenses that have already been paid or accrued and will be expensed in future accounting periods.

2) Addition of the after-tax net present value of estimated net future credit derivative revenue. See below.

3) Addition of the after-tax value of the unearned premium reserve on financial guaranty contracts in excess of expected loss to be expensed, net of reinsurance. This amount represents the expected future net earned premiums, net of expected losses to be expensed, which are not reflected in GAAP equity.

Net Present Value of Estimated Net Future Credit Derivative Revenue

Management believes that this amount is a useful measure because it enables an evaluation of the value of future estimated credit derivative revenue. There is no corresponding GAAP financial measure. This amount represents the present value of estimated future revenue from the Company’s credit derivative in-force book of business, net of reinsurance, ceding commissions and premium taxes, for contracts without expected economic losses, and is discounted at 6%. Estimated net future credit derivative revenue may change from period to period due to changes in foreign exchange rates, prepayment speeds, terminations, credit defaults or other factors that affect par outstanding or the ultimate maturity of an obligation.

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PVP or Present Value of New Business Production

Reconciliation of PVP to Gross Written Premiums


	First Quarter				Second Quarter				Six Months
	2014		2013		2014		2013		2014		2013
	( in millions)				( in millions)
Total PVP	$	31	$	18	$	27	$	16	$	58	$	34
Less: Financial guaranty installment premium PVP	10		1		11		—		21		1
Total: Financial guaranty upfront gross written premiums	21		17		16		16		37		33
Plus: Financial guaranty installment gross written premiums and other GAAP adjustments	9		—		1		6		10		6
Total gross written premiums	$	30	$	17	$	17	$	22	$	47	$	39

Management believes that PVP is a useful measure because it enables the evaluation of the value of new business production for the Company by taking into account the value of estimated future installment premiums on all new contracts underwritten in a reporting period as well as premium supplements and additional installment premium on existing contracts as to which the issuer has the right to call the insured obligation but has not exercised such right, whether in insurance or credit derivative contract form, which GAAP gross premiums written and the net credit derivative premiums received and receivable portion of net realized gains and other settlements on credit derivatives (“Credit Derivative Revenues”) do not adequately measure. PVP in respect of financial guaranty contracts written in a specified period is defined as gross upfront and installment premiums received and the present value of gross estimated future installment premiums, in each case, discounted at 6%. For purposes of the PVP calculation, management discounts estimated future installment premiums on insurance contracts at 6%, while under GAAP, these amounts are discounted at a risk free rate. Additionally, under GAAP, 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 based upon 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

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including, but not limited to, changes in foreign exchange rates, prepayment speeds, terminations, credit defaults, or other factors that affect par outstanding or the ultimate maturity of an obligation.

Insured Portfolio

The following tables present the insured portfolio by asset class net of cessions to reinsurers. It includes all financial guaranty contracts outstanding as of the dates presented, regardless of the form written (i.e. credit derivative form or traditional financial guaranty insurance form) or the applicable accounting model (i.e. insurance, derivative or VIE consolidation).

~~117~~136

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Net Par Outstanding and Average Internal Rating by Sector


	As of March 31, 2014							As of December 31, 2013							As of June 30, 2014							As of December 31, 2013
Sector	Net Par Outstanding (including loss mitigation bonds)		Loss Mitigation Bonds		Net Par Outstanding (excluding loss mitigation bonds)		Avg. Rating	Net Par Outstanding (including loss mitigation bonds)		Loss Mitigation Bonds		Net Par Outstanding (excluding loss mitigation bonds)		Avg. Rating	Net Par Outstanding (including loss mitigation bonds)		Loss Mitigation Bonds		Net Par Outstanding (excluding loss mitigation bonds)		Avg. Rating	Net Par Outstanding (including loss mitigation bonds)		Loss Mitigation Bonds		Net Par Outstanding (excluding loss mitigation bonds)		Avg. Rating
	(dollars in millions)														(dollars in millions)
Public finance:
U.S.:
General obligation	$	152,621	$	—	$	152,621	A	$	155,277	$	—	$	155,277	A+	$	149,039	$	—	$	149,039	A	$	155,277	$	—	$	155,277	A+
Tax backed	65,505		32		65,473		A+	66,856		32		66,824		A+	64,088		29		64,059		A	66,856		32		66,824		A+
Municipal utilities	55,567		—		55,567		A	56,324		—		56,324		A	54,595		—		54,595		A	56,324		—		56,324		A
Transportation	30,213		—		30,213		A	30,830		—		30,830		A	29,896		—		29,896		A	30,830		—		30,830		A
Healthcare	16,060		—		16,060		A	16,132		—		16,132		A	15,623		—		15,623		A	16,132		—		16,132		A
Higher education	13,867		—		13,867		A	14,071		—		14,071		A	13,554		—		13,554		A	14,071		—		14,071		A
Infrastructure finance	4,108		—		4,108		BBB	4,114		—		4,114		BBB	4,109		—		4,109		BBB	4,114		—		4,114		BBB
Housing	3,349		—		3,349		A+	3,386		—		3,386		A+	3,229		—		3,229		A+	3,386		—		3,386		A+
Investor-owned utilities	985		—		985		A-	991		—		991		A-	980		—		980		A-	991		—		991		A-
Other public finance—U.S.	4,185		—		4,185		A	4,232		—		4,232		A	3,872		—		3,872		A	4,232		—		4,232		A
Total public finance—U.S.	346,460		32		346,428		A	352,213		32		352,181		A	338,985		29		338,956		A	352,213		32		352,181		A
Non-U.S.:
Infrastructure finance	14,961		—		14,961		BBB	14,703		—		14,703		BBB	15,218		—		15,218		BBB	14,703		—		14,703		BBB
Regulated utilities	11,752		—		11,752		BBB+	11,205		—		11,205		BBB+	12,092		—		12,092		BBB+	11,205		—		11,205		BBB+
Pooled infrastructure	2,533		—		2,533		A	2,520		—		2,520		A	2,591		—		2,591		A	2,520		—		2,520		A
Other public finance—non-U.S.	5,580		—		5,580		A	5,570		—		5,570		A	5,507		—		5,507		A	5,570		—		5,570		A
Total public finance—non-U.S.	34,826		—		34,826		BBB+	33,998		—		33,998		BBB+	35,408		—		35,408		BBB+	33,998		—		33,998		BBB+
Total public finance	381,286		32		381,254		A	386,211		32		386,179		A	374,393		29		374,364		A	386,211		32		386,179		A
Structured finance:
U.S.:
Pooled corporate obligations	29,803		—		29,803		AAA	31,325		—		31,325		AAA	26,596		—		26,596		AAA	31,325		—		31,325		AAA
RMBS	13,904		879		13,025		BBB-	14,559		838		13,721		BBB-	13,442		862		12,580		BBB-	14,559		838		13,721		BBB-
Insurance securitizations	3,360		325		3,035		A-	3,360		325		3,035		A-	3,359		325		3,034		A-	3,360		325		3,035		A-
CMBS and other commercial real estate related exposures	3,017		—		3,017		AAA	3,952		—		3,952		AAA	2,804		—		2,804		AAA	3,952		—		3,952		AAA
Financial products	2,585		—		2,585		AA-	2,709		—		2,709		AA-	2,585		—		2,585		AA-	2,709		—		2,709		AA-
Consumer receivables	2,175		—		2,175		BBB+	2,198		—		2,198		BBB+	2,152		—		2,152		BBB+	2,198		—		2,198		BBB+
Commercial receivables	739		—		739		A-	911		—		911		A-	682		—		682		A-	911		—		911		A-
Structured credit	69		—		69		BB	69		—		69		BB	69		—		69		BB	69		—		69		BB
Other structured finance—U.S.	945		—		945		A-	987		—		987		A-	940		—		940		A-	987		—		987		A-
Total structured finance—U.S.	56,597		1,204		55,393		AA-	60,070		1,163		58,907		AA-	52,629		1,187		51,442		AA-	60,070		1,163		58,907		AA-
Non-U.S.:
Pooled corporate obligations	10,375		—		10,375		AAA	11,058		—		11,058		AAA	9,066		—		9,066		AA+	11,058		—		11,058		AAA
Commercial receivables	1,201		—		1,201		BBB+	1,263		—		1,263		BBB+	1,162		—		1,162		BBB+	1,263		—		1,263		BBB+
RMBS	941		—		941		A	1,146		—		1,146		AA-	927		—		927		A	1,146		—		1,146		AA-
Structured credit	84		—		84		BBB	176		—		176		BBB	37		—		37		BBB-	176		—		176		BBB
Other structured finance—non-U.S.	377		—		377		AAA	378		—		378		AAA	578		—		578		AA+	378		—		378		AAA
Total structured finance—non-U.S.	12,978		—		12,978		AA+	14,021		—		14,021		AA+	11,770		—		11,770		AA	14,021		—		14,021		AA+
Total structured finance	69,575		1,204		68,371		AA-	74,091		1,163		72,928		AA	64,399		1,187		63,212		AA-	74,091		1,163		72,928		AA
Total net par outstanding	$	450,861	$	1,236	$	449,625	A	$	460,302	$	1,195	$	459,107	A	$	438,792	$	1,216	$	437,576	A	$	460,302	$	1,195	$	459,107	A

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The ~~March 31,~~June 30, 2014 and December 31, 2013 amounts above include ~~$36.2~~$32.7 billion and $38.1 billion, respectively, of AGM structured finance net par outstanding. AGM has not insured a mortgage-backed transaction since January 2008 and announced in August 2008 that it would no longer issue new policies on structured finance obligations. The structured finance transactions that remain in AGM’s insured portfolio have an average internal rating by the Company of double-A. Management expects AGM’s structured finance portfolio to run-off rapidly: ~~26%~~17% by year-end 2014, ~~59%~~54% by year-end 2016, and ~~84%~~79% by year-end 2018.

The following tables set forth the Company’s net financial guaranty portfolio by internal rating.

Financial Guaranty Portfolio by Internal Rating

As of ~~March 31,~~June 30, 2014


	Public Finance U.S.				Public Finance Non-U.S.				Structured Finance U.S				Structured Finance Non-U.S				Total				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		%		Net Par Outstanding		%		Net Par Outstanding		%		Net Par Outstanding		%		Net Par Outstanding		%		Net Par Outstanding		%
	(dollars in millions)																				(dollars in millions)
AAA	$	4,658	1.3	%	$	1,020	2.9	%	$	29,868	53.9	%	$	8,856	68.2	%	$	44,402	9.9	%	$	4,239	1.3	%	$	1,031	2.9	%	$	26,709	51.9	%	$	7,597	64.5	%	$	39,576	9.0	%
AA	104,577		30.2		427		1.2		9,396		17.0		570		4.4		114,970		25.6		100,089		29.5		432		1.2		8,963		17.4		567		4.8		110,051		25.2
A	187,433		54.1		9,595		27.6		2,340		4.2		661		5.1		200,029		44.4		184,593		54.5		9,803		27.7		2,395		4.7		610		5.2		197,401		45.1
BBB	40,783		11.8		22,173		63.7		3,496		6.3		1,829		14.1		68,281		15.2		41,174		12.1		22,529		63.6		3,331		6.5		1,939		16.5		68,973		15.8
BIG	8,977		2.6		1,611		4.6		10,293		18.6		1,062		8.2		21,943		4.9		8,861		2.6		1,613		4.6		10,044		19.5		1,057		9.0		21,575		4.9
Total net par outstanding (excluding loss mitigation bonds)	$	346,428	100.0	%	$	34,826	100.0	%	$	55,393	100.0	%	$	12,978	100.0	%	$	449,625	100.0	%	$	338,956	100.0	%	$	35,408	100.0	%	$	51,442	100.0	%	$	11,770	100.0	%	$	437,576	100.0	%
Loss Mitigation Bonds	32				—				1,204				—				1,236				29				—				1,187				—				1,216
Net Par Outstanding (including loss mitigation bonds)	$	346,460			$	34,826			$	56,597			$	12,978			$	450,861			$	338,985			$	35,408			$	52,629			$	11,770			$	438,792

Financial Guaranty Portfolio by Internal Rating

As of December 31, 2013



	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	$	4,998	1.4	%	$	1,016	3.0	%	$	32,317	54.9	%	$	9,684	69.1	%	$	48,015	10.5	%
AA	107,503		30.5		422		1.2		9,431		16.0		577		4.1		117,933		25.7
A	192,841		54.8		9,453		27.9		2,580		4.4		742		5.3		205,616		44.8
BBB	37,745		10.7		21,499		63.2		3,815		6.4		1,946		13.9		65,005		14.1
BIG	9,094		2.6		1,608		4.7		10,764		18.3		1,072		7.6		22,538		4.9
Total net par outstanding (excluding loss mitigation bonds)	$	352,181	100.0	%	$	33,998	100.0	%	$	58,907	100.0	%	$	14,021	100.0	%	$	459,107	100.0	%
Loss Mitigation Bonds	32				—				1,163				—				1,195
Net Par Outstanding (including loss mitigation bonds)	$	352,213			$	33,998			$	60,070			$	14,021			$	460,302

In ~~addition, under~~accordance with the terms of certain credit derivative contracts, the referenced obligations in such contracts have been delivered to the Company and therefore are included in the investment portfolio. Such amounts are still included in the financial guaranty insured portfolio (excluding loss mitigation bonds), and totaled $165 million and $195 million in gross par outstanding as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively.

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Selected European Exposure

Several European countries have experienced significant economic, fiscal and / or political strains such that the likelihood of default on obligations with a nexus to those countries may be higher than the Company anticipated when such factors did not exist. The Company has identified those European countries where it has exposure and where it believes heightened uncertainties exist to be: Hungary, Ireland, Italy, Portugal and Spain (the “Selected European Countries”). The Company selected these European countries based on its view that their credit fundamentals have weakened as a result of the global financial crisis, as well as on published reports identifying countries that may be experiencing reduced demand for their sovereign debt in the current environment. See “—Selected European Countries” below for an explanation of the circumstances in each country leading the Company to select that country for further discussion.

Direct Economic Exposure to 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 tables, both gross and net of ceded reinsurance:

Gross Direct Economic Exposure

to Selected European Countries(1)

~~March 31,~~As of June 30, 2014


	Hungary		Ireland		Italy		Portugal		Spain		Total		Hungary		Ireland		Italy		Portugal		Spain		Total
	(in millions)												(in millions)
Sovereign and sub-sovereign exposure:
Non-infrastructure public finance (2)	$	—	$	—	$	1,374	$	114	$	440	$	1,928	$	—	$	—	$	1,348	$	109	$	438	$	1,895
Infrastructure finance	396		—		19		12		159		586		394		—		17		11		158		580
Sub-total	396		—		1,393		126		599		2,514		394		—		1,365		120		596		2,475
Non-sovereign exposure:
Regulated utilities	—		—		255		—		—		255		—		—		262		—		—		262
RMBS	227		145		377		—		—		749		224		144		371		—		—		739
Sub-total	227		145		632		—		—		1,004		224		144		633		—		—		1,001
Total	$	623	$	145	$	2,025	$	126	$	599	$	3,518	$	618	$	144	$	1,998	$	120	$	596	$	3,476
Total BIG	$	623	$	—	$	—	$	126	$	598	$	1,347	$	618	$	—	$	—	$	120	$	595	$	1,333

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Net Direct Economic Exposure

to Selected European Countries(1)

~~March 31,~~As of June 30, 2014


	Hungary		Ireland		Italy		Portugal		Spain		Total		Hungary		Ireland		Italy		Portugal		Spain		Total
	(in millions)												(in millions)
Sovereign and sub-sovereign exposure:
Non-infrastructure public finance (2)	$	—	$	—	$	1,026	$	98	$	274	$	1,398	$	—	$	—	$	1,007	$	95	$	272	$	1,374
Infrastructure finance	370		—		18		12		156		556		369		—		16		11		155		551
Sub-total	370		—		1,044		110		430		1,954		369		—		1,023		106		427		1,925
Non-sovereign exposure:
Regulated utilities	—		—		235		—		—		235		—		—		242		—		—		242
RMBS	217		145		312		—		—		674		214		144		308		—		—		666
Sub-total	217		145		547		—		—		909		214		144		550		—		—		908
Total	$	587	$	145	$	1,591	$	110	$	430	$	2,863	$	583	$	144	$	1,573	$	106	$	427	$	2,833
Total BIG	$	587	$	—	$	—	$	110	$	429	$	1,126	$	583	$	—	$	—	$	106	$	427	$	1,116

____________________

(1)

While the Company’s exposures are shown in U.S. dollars, the obligations the Company insures are in various currencies, including U.S. dollars and Euros. Included in both tables above is $~~145~~144 million of reinsurance assumed on a 2004 - 2006 pool of Irish residential mortgages that is part of the Company’s remaining legacy mortgage reinsurance business. One of the residential mortgage-backed securities included in the table above includes residential mortgages in both Italy and Germany, and only the portion of the transaction equal to the portion of the original mortgage pool in Italian mortgages is shown in the tables.


(2)	The exposure shown in the "Non-infrastructure public finance" category is from transactions backed by receivable payments from sub-sovereigns in Italy, Spain and Portugal.

The tables above include the par amount of financial guaranty contracts accounted for as derivatives of ~~$141~~$139 million with a fair value of $6 million, net of reinsurance. The Company’s credit derivative transactions are governed by International Swaps and Derivatives Association, Inc. ("ISDA") documentation, and the Company is required to make a loss payment on them only upon the occurrence of one or more defined credit events with respect to the referenced securities or loans.

The Company purchases reinsurance in the ordinary course to cover both its financial guaranty insurance and credit derivative exposures. Aside from this type of coverage the Company does not purchase credit default protection to manage the risk in its financial guaranty business. Rather, the Company has reduced its risks by ceding a portion of its business (including its financial guaranty contracts accounted for as derivatives) to third-party reinsurers that are generally required to pay their proportionate share of claims paid by the Company, and the net amounts shown above are net of such third-party reinsurance (reinsurance of financial guaranty contracts accounted for as derivatives is accounted for as a purchased derivative). See Note 13, Reinsurance and Other Monoline Exposures, of the Financial Statements.

Indirect Exposure to Selected European Countries

The Company has excluded from the exposure tables above its indirect economic exposure to the Selected European Countries through insurance it provides on ~~(a)~~ pooled corporate and ~~(b)~~ commercial receivables transactions. The Company considers economic exposure to a Selected European Country to be indirect when that exposure relates to only a small portion of an insured transaction that otherwise is not related to that Selected European Country.

The Company’s pooled corporate obligations are highly diversified in terms of obligors and, except in the case of TruPS CDOs or transactions backed by perpetual preferred securities highly diversified in terms of industry. Most pooled corporate obligations are structured to limit exposure to any given obligor and any given non-U.S. country or region. The insured pooled corporate transactions generally benefit from embedded credit enhancement which allows a transaction a certain level of losses in the underlying collateral without causing the Company to pay a claim. Some pooled corporate obligations include investments in companies with a nexus to the Selected European Countries.

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The Company’s commercial receivable transactions excluded from the exposure tables above are rail car lease transactions and aircraft lease transactions where some of the lessees have a nexus with the Selected European Countries. Like the pooled corporate transactions, the commercial receivable transactions generally benefit from embedded credit enhancement which allows a transaction a certain level of losses in the underlying collateral without causing the Company to pay a claim.

The following table shows the Company’s indirect economic exposure to the Selected European Countries in pooled corporate obligations and commercial receivable transactions. The amount shown in the table is calculated by multiplying the amount insured by the Company (based on par for financial guaranty contracts and notional amount for financial guaranty contracts accounted for as derivatives) times the percent of the relevant collateral pool reported as having a nexus to the Selected European Countries:

Indirect Exposure to Selected European Countries

As of ~~March 31,~~June 30, 2014


	Greece			Ireland			Italy			Portugal			Spain			Total			Greece			Ireland			Italy			Portugal			Spain			Total
	(dollars in millions)																		(dollars in millions)
Pooled corporate
Gross par ($ millions)	$	17		$	101		$	153		$	15		$	500		$	786		$	17		$	104		$	124		$	3		$	417		$	665
Net par ($ millions)	$	16		$	86		$	141		$	15		$	452		$	710		$	16		$	87		$	112		$	3		$	377		$	595
Average proportion	2.3		%	1.8		%	2.6		%	1.0		%	4.7		%	3.2		%	1.5		%	2.4		%	2.6		%	0.5		%	4.2		%	3.2		%
Commercial receivables
Gross par ($ millions)	$	—		$	22		$	55		$	13		$	2		$	92		$	—		$	13		$	58		$	13		$	2		$	86
Net par ($ millions)	$	—		$	22		$	53		$	12		$	2		$	89		$	—		$	13		$	57		$	12		$	2		$	84
Average proportion	—		%	4.8		%	9.2		%	2.3		%	1.8		%	5.3		%	0.0		%	10.8		%	7.4		%	2.3		%	1.8		%	5.5		%

The table above includes, in the pooled corporate category, exposure from primarily non-U.S. pooled corporate transactions insured by the Company. Many primarily U.S. pooled corporate obligations permit investments of up to 10% or 15% (or occasionally 20%) of the pool in non-U.S. (or non-U.S. or -Canadian) collateral. Given the relatively low level of permitted international investments in these transactions and their generally high current credit quality, they are excluded from the table above.

Selected European Countries

The Company follows and analyzes public information regarding developments in countries to which the Company has exposure, including the Selected European Countries, and utilizes this information to evaluate risks in its financial guaranty portfolio. Because the Company guarantees payments under its financial guaranty contracts, its analysis is focused primarily on the risk of payment defaults by these countries or obligors in these countries. However, material developments having an economic impact with respect to the Selected European Countries would also impact the fair value of insurance contracts accounted for as derivatives and with a nexus to those countries.

The Republic of Hungary is rated “BB” and “Ba1” by S&P and Moody’s, ~~Investor Services, Inc. ("Moody’s"),~~ respectively. The country continues to face significant economic and political challenges. The Company’s sovereign and sub-sovereign exposure to Hungarian credits includes an infrastructure financing dependent on payments by government agencies. The Company rates this exposure ($~~370~~369 million net par) below investment grade. The Company is closely monitoring developments with respect to the ability and willingness of these entities to meet their payment obligations. The Company’s non-sovereign exposure to Hungary comprises ~~primarily~~ covered mortgage bonds issued by Hungarian banks. The Company rates the covered bonds ($~~217~~214 million net par) below investment grade.

The Kingdom of Spain is rated ~~“BBB-”~~“BBB” by S&P and ~~was upgraded to~~ “Baa2” ~~on February 21, 2014~~ by Moody’s. ~~The key drivers for~~S&P upgraded its rating from ‘BBB-’ on May 23, 2014 reflecting the ~~upgrade included: (1)~~agency’s view of improving economic growth and competitiveness as a result of Spain’s structural reforms efforts since 2010, including the rebalancing of the Spanish economy towards a more sustainable growth model; (2) the progress made in implementing broad structural reforms; and (3) the improvement in the government’s funding conditions since the height of the euro area sovereign debt crisis in mid-2012.2012 labor reforms. The Company’s sovereign and sub-sovereign exposure to Spanish credits includes infrastructure financings dependent on payments by sub-sovereigns and government agencies, financings dependent on lease and other payments by sub-sovereigns and government agencies, and an issuance by a regulated utility. The Company rates ~~most~~all ($~~429~~427 million aggregate net par) of its exposure to sovereign and sub-sovereign credits in Spain

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~~credits in Spain~~ below investment grade. The Company is closely monitoring developments with respect to the ability and willingness of these entities to meet their payment obligations.

The Republic of Portugal is rated “BB” and ~~“Ba3”~~“Ba1” by S&P and Moody's, respectively. Moody’s upgraded Portugal to ‘Ba2’ from ‘Ba3’ on May 9, 2014 and to ‘Ba1’ on July 25, 2014. The ~~country continues to face difficulties regarding its fiscal imbalances, high indebtedness and~~rating actions reflected Moody's expectation that the ~~difficult macroeconomic situation but has made progress in terms of~~country’s fiscal consolidation will remain on track, supporting a gradual reduction in the very high public debt burden in the coming years. In addition, Moody's stated that it does not expect that the current uncertainties surrounding one of Portugal’s largest banks will have a material impact on the government's balance sheet. Moody’s upgrades also reflected the government's comfortable liquidity position, with regained access to the public debt markets and ~~structural reforms.~~sizeable cash buffers. The Company’s exposure to sovereign and sub-sovereign Portuguese credits includes financings dependent on lease payments by sub-sovereigns and government agencies and infrastructure financings dependent on payments by sub-sovereigns and government agencies. The Company rates four of these transactions ($~~110~~106 million aggregate net par) below investment grade. The Company is closely monitoring developments with respect to the ability and willingness of these entities to meet their payment obligations.

The Republic of Ireland is currently rated ~~“BBB+~~“A-” and ~~“Baa3”~~“Baa1” by S&P and Moody’s, respectively. ~~Moody’s~~S&P upgraded its rating from ~~“Ba1” in January~~‘BBB+’ on June 6, 2014 reflecting the ~~two main drivers for the upgrade being: (1) the growth potential~~agency’s view of the ~~Irish~~brightening prospects for Ireland’s domestic economy, which ~~together with~~are expected to underpin further improvements in the government’s financial profile, capital market access, and financial system asset quality. Moody’s upgraded Ireland from ‘Baa3’ on May 16, 2014 due to, among other factors, the pick-up in the country’s growth momentum, which will speed up ongoing fiscal consolidation, ~~is expected to bring government debt ratios down from their recent peak;~~ and ~~(2)~~the recovery in the Irish ~~government's exit from its EU/International Monetary Fund support program on schedule, with improved solvency and restored market access.~~property market. The Company’s exposure to Irish credits includes exposure in a pool of infrastructure financings dependent on payments by a sub-sovereign and mortgage reinsurance on a pool of Irish residential mortgages originated in 2004-2006 left from its legacy mortgage reinsurance business. Only $7 million of the Company’s exposure to Ireland is below investment grade, and it is indirect in non-sovereign pooled corporate transactions.

The Republic of Italy is rated “BBB” and “Baa2” by S&P and Moody’s, respectively. ~~Even though~~Despite its wealthy and diversified economy, ~~is growing again, the country~~Italy continues to face significant economic and political challenges. The Company’s sovereign and sub-sovereign exposure to Italy depends on payments by Italian governmental entities in connection with infrastructure financings or for services already rendered. The Company’s non-sovereign Italian exposure is comprised primarily of securities backed by Italian residential mortgages or in one case a government-sponsored water utility. The Company is closely monitoring the ability and willingness of these obligors to make timely payments on their obligations.

The Hellenic Republic of Greece is rated “B-” and “Caa3” by S&P and Moody’s, respectively. Despite improvements in its medium-term economic outlook and the government’s success with fiscal consolidation, Greece continues to face significant economic and political challenges. As of ~~March 31,~~June 30, 2014 the Company no longer had any direct economic exposure to Greece, although it does still have small, indirect exposures as described above under "Indirect Exposure to Selected European Countries".

Identifying Exposure to Selected European Countries

When the Company directly insures an obligation, it assigns the obligation to a geographic location or locations based on its view of the geographic location of the risk. For most exposures this can be a relatively straight-forward determination as, for example, a debt issue supported by availability payments for a toll road in a particular country. The Company may also assign portions of a risk to more than one geographic location as it has, for example, in a residential mortgage backed security backed by residential mortgage loans in both Germany and Italy. The Company may also have exposures to the Selected European Countries in business assumed from other monoline insurance companies. In the case of assumed business, the Company depends upon geographic information provided by the primary insurer.

The Company also has indirect exposure to the Selected European Countries through structured finance transactions backed by pools of corporate obligations or receivables, such as lease payments, with a nexus to such countries. In most instances, the trustees and/or servicers for such transactions provide reports that identify the domicile of the underlying obligors in the pool (and the Company relies on such reports), although occasionally such information is not available to the Company. The Company has reviewed transactions through which it believes it may have indirect exposure to the Selected European Countries that is material to the transaction and included in the tables above the proportion of the insured par equal to the proportion of obligors so identified as being domiciled in a Selected European Country. The Company may also have indirect exposures to Selected European Countries in business assumed from other monoline insurance companies. However, in the case of assumed business, the primary insurer generally does not provide information to the Company permitting it to geographically allocate the exposure proportionally to the domicile of the underlying obligors.

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Table of Contents

Exposure to Puerto Rico

The Company insures general obligation bonds of the Commonwealth of Puerto Rico and various obligations of its related authorities and public corporations aggregating ~~$5.3~~$5.2 billion net ~~par and $6.7 billion gross~~ par. The Company rates ~~$5.1~~$5.0 billion net par of that amount BIG.

Puerto Rico has experienced significant general fund budget deficits in recent years. These deficits have been covered primarily with the net proceeds of bond issuances, with interim financings provided by Government Development Bank for Puerto Rico (“GDB”) and, ~~$6.4 billion gross par~~in some cases, with onetime revenue measures or expense adjustment measures. 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. In its Quarterly Report dated as of ~~those amounts BIG. The following table shows~~July 17, 2014, the ~~Company’s exposure~~Commonwealth stated the Puerto Rico Electric Power Authority (“PREPA”) may need to ~~general obligation~~seek relief under the Recovery Act due to liquidity constraints. In the same report, the Commonwealth disclosed PREPA utilized approximately $42 million on deposit in its reserve account in order to pay scheduled principal or interest (“Debt Service”) due on its bonds on July 1, 2014. Investors in bonds issued by PREPA have filed suit in the United States District Court for the District of Puerto Rico asserting the Recovery Act violates the U.S. Constitution.

Following the enactment of the Recovery Act, S&P, Moody’s and ~~various obligations~~Fitch Ratings lowered the credit rating of the Commonwealth’s bonds and the ratings on certain of Puerto Rico’s public corporations. The Commonwealth disclosed its ~~related authorities~~liquidity has been adversely affected by rating agency downgrades and by the limited market access for its debt. The Commonwealth 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. The Commonwealth has also noted it is committed to addressing its fiscal and economic challenges and to repaying the general obligation debt of the Commonwealth and the debt of GDB and the public corporations asthat are not eligible to seek relief under the Recovery Act.

143

Table of ~~March 31, 2014~~.Contents

Net Exposure to Puerto Rico

As of ~~March 31,~~June 30, 2014


	Net Par Outstanding												Net Par Outstanding
	AGM Consolidated		AGC Consolidated		AG Re Consolidated		Eliminations (1)			Total		Internal Rating	AGM Consolidated		AGC Consolidated		AG Re (1) Consolidated		Eliminations (2)			Total		Internal Rating
	(in millions)												(in millions)
Commonwealth of Puerto Rico - General Obligation Bonds	$	844	$	476	$	532	$	—		$	1,852	BB
Exposures subject to the terms of the Recovery Act:
Puerto Rico Highways and Transportation Authority (Transportation revenue)	236		400		236		—			872		BB-	$	316	$	400	$	236	$	(80	)	$	872	BB-
Puerto Rico Electric Power Authority	480		81		291		—			852		BB-
Puerto Rico Municipal Finance Authority	252		49		149		—			450		BB-
PREPA													481		65		273		—			819		B-
Puerto Rico Aqueduct and Sewer Authority	—		288		96		—			384		BB-	—		288		96		—			384		BB-
Puerto Rico Highways and Transportation Authority (Highway revenue)	296		28		58		(80		)	302		BB	216		28		58		—			302		BB
Puerto Rico Convention Center District Authority													—		93		92		—			185		BB-
Total													1,013		874		755		(80		)	2,562

Exposures not subject to the terms of the Recovery Act:
Commonwealth of Puerto Rico - General Obligation Bonds													758		476		532		—			1,766		BB
Puerto Rico Municipal Finance Authority													252		49		149		—			450		BB-
Puerto Rico Sales Tax Financing Corporation	261		—		7		—			268		A-	261		—		7		—			268		BBB
Puerto Rico Convention Center District Authority	—		93		92		—			185		BB-
Puerto Rico Public Buildings Authority	32		46		46		—			124		BB	32		46		46		—			124		BB
Government Development Bank for Puerto Rico	—		33		—		—			33		BB
GDB													—		33		—		—			33		BB
Puerto Rico Infrastructure Financing Authority	—		10		8		—			18		BB-	—		10		8		—			18		BB-
University of Puerto Rico	—		1		—		—			1		BB-	—		1		—		—			1		BB-
Total	$	2,401	$	1,505	$	1,515	$	(80	)	$	5,341	BB	1,303		615		742		—			2,660
Total net exposure to Puerto Rico													$	2,316	$	1,489	$	1,497	$	(80	)	$	5,222

~~____________________~~___________________


(1)	Assured Guaranty Re Ltd.


(2)	Net par outstanding eliminations relate to second-to-pay policies under which an Assured Guaranty insurance subsidiary guarantees an obligation already insured by another Assured Guaranty insurance subsidiary.

The following table shows the ~~net par and estimated~~scheduled amortization of the general obligation bonds of Puerto Rico and various obligations of its related authorities and public corporations insured ~~and 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. ~~The column labeled “Estimated BIG Net Debt Service Amortization” shows~~In the ~~total amount of~~event that obligors default on their obligations, the Company would only pay the shortfall between the principal and interest due in ~~the period indicated and represents the maximum net amount the Company would be required to pay on BIG Puerto Rico exposures in a~~any given period ~~assuming~~and the ~~obligors~~amount paid ~~nothing on all of those obligations in that period. The column labeled “Estimated BIG Ending Net Debt Service Outstanding” is simply~~by the arithmetic total of all of the principal and interest payments remaining for the remaining life of such obligations, and represents the maximum amount the Company would be required to pay if none of the obligors ever paid anything for the remaining life of the obligations.obligors.

~~124~~144

Table of Contents

~~BIG~~Amortization Schedule

of Net Par Outstanding of Puerto Rico

~~and BIG~~As of June 30, 2014



	Scheduled Net Par Amortization
	2014 (2H)			2015			2016			2017			2018			2019			2020			2021			2022			2023		2024 -2028			2029 -2033		2034 -2038		2039 -2043		2044 -2047		Total
	(in millions)
Exposures subject to the terms of the Recovery Act:
Puerto Rico Highways and Transportation Authority (Transportation revenue)	$	29		$	22		$	29		$	32		$	39		$	26		$	21		$	16		$	17		$	17	$	86		$	94	$	288	$	156	$	—	$	872
PREPA	46			73			19			4			4			24			40			20			20			78		347			136		8		—		—		819
Puerto Rico Aqueduct and Sewer Authority	—			14			15			—			—			—			—			—			—			—		109			—		—		—		246		384
Puerto Rico Highways and Transportation Authority (Highway revenue)	8			6			31			5			5			11			12			15			6			7		20			95		81		—		—		302
Puerto Rico Convention Center District Authority	10			11			11			—			—			—			—			—			—			—		19			50		84		—		—		185
Total	93			126			105			41			48			61			73			51			43			102		581			375		461		156		246		2,562

Exposures not subject to the terms of the Recovery Act:
Commonwealth of Puerto Rico - General Obligation Bonds	94			109			127			95			64			82			137			16			37			14		282			310		399		—		—		1,766
Puerto Rico Municipal Finance Authority	50			51			48			41			43			39			35			30			30			16		60			7		—		—		—		450
Puerto Rico Sales Tax Financing Corporation	(1		)	(1		)	(1		)	(1		)	(1		)	(1		)	(1		)	(2		)	(2		)	1		(7		)	20		10		255		—		268
Puerto Rico Public Buildings Authority	17			12			9			31			2			7			10			12			—			8		9			2		5		—		—		124
GDB	—			33			—			—			—			—			—			—			—			—		—			—		—		—		—		33
Puerto Rico Infrastructure Financing Authority	—			—			—			—			2			—			—			—			—			2		—			—		1		13		—		18
University of Puerto Rico	0			0			0			0			0			0			0			0			0			0		0			1		—		—		—		1
Total	160			204			183			166			110			127			181			56			65			41		344			340		415		268		—		2,660
Total net par for Puerto Rico(1)	$	253		$	330		$	288		$	207		$	158		$	188		$	254		$	107		$	108		$	143	$	925		$	715	$	876	$	424	$	246	$	5,222

________________


(1)	In July 2014, various Puerto Rico issuers made payment on $215 million of par scheduled to be paid; of that amount, $46 million of par was paid by PREPA.

145

Table of Contents

Amortization Schedule

of Net Debt Service Outstanding of Puerto Rico

~~Amortization Schedule~~

As of ~~March 31,~~June 30, 2014



	Scheduled Net Debt Service Amortization
	2014 (2H)		2015		2016		2017		2018		2019		2020		2021		2022		2023		2024 -2028		2029 -2033		2034 -2038		2039 -2043		2044 -2047		Total
	(in millions)
Exposures subject to the terms of the Recovery Act:
Puerto Rico Highways and Transportation Authority (Transportation revenue)	$	51	$	65	$	72	$	72	$	78	$	63	$	57	$	51	$	50	$	50	$	240	$	217	$	355	$	167	$	—	$	1,588
PREPA	64		107		51		36		35		55		69		47		47		102		421		152		9		—		—		1,195
Puerto Rico Aqueduct and Sewer Authority	10		33		33		18		18		18		18		18		18		18		189		63		63		63		278		858
Puerto Rico Highways and Transportation Authority (Highway revenue)	16		22		46		19		19		24		24		26		17		18		69		131		87		—		—		518
Puerto Rico Convention Center District Authority	14		19		18		7		7		7		7		7		7		7		52		78		89		—		—		319
Total	155		246		220		152		157		167		175		149		139		195		971		641		603		230		278		4,478

Exposures not subject to the terms of the Recovery Act:
Commonwealth of Puerto Rico - General Obligation Bonds	137		192		205		167		132		147		195		71		91		67		504		467		439		—		—		2,814
Puerto Rico Municipal Finance Authority	61		70		65		56		55		49		43		37		35		20		69		7		—		—		—		567
Puerto Rico Sales Tax Financing Corporation	5		13		13		13		13		13		13		13		13		16		65		95		76		291		—		652
Puerto Rico Public Buildings Authority	19		18		13		35		5		9		13		14		1		9		12		4		6		—		—		158
GDB	0		35		—		—		—		—		—		—		—		—		—		—		—		—		—		35
Puerto Rico Infrastructure Financing Authority	0		1		1		1		3		1		1		1		1		2		4		4		4		15		—		39
University of Puerto Rico	0		0		0		0		0		0		0		0		0		0		0		1		—		—		—		1
Total	222		329		297		272		208		219		265		136		141		114		654		578		525		306		—		4,266
Total net debt service for Puerto Rico (1)	$	377	$	575	$	517	$	424	$	365	$	386	$	440	$	285	$	280	$	309	$	1,625	$	1,219	$	1,128	$	536	$	278	$	8,744

__________________


(1)	In July 2014, various Puerto Rico issuers made scheduled par payments of $215 million, plus interest. Of that amount $46 million of par related to PREPA.

Estimated BIG Net Par Amortization Estimated BIG Ending Net Par Outstanding Estimated BIG Net Debt Service Amortization Estimated BIG Ending Net Debt Service Outstanding
(in millions)
2014 (as of March 31) $ 5,073
$ 8,306
2014 (April 1 – June 30) $ —
5,073
$ 64
8,242
2014 (July 1 – September 30) 254
4,819
315
7,927
2014 (October 1 – December 31) —
4,819
61
7,866
2015 364
4,455
601
7,265
2016 289
4,166
509
6,756
2017 208
3,958
415
6,341
2018 159
3,799
358
5,983

2014-2018 1,274
3,799
2,323
5,983
2019-2023 884
2,915
1,718
4,265
2024-2028 937
1,978
1,566
2,699
2029-2033 697
1,281
1,125
1,574
After 2033 1,281
—
1,574
—
Total $ 5,073
$ 8,306

Recent announcements and actions by the Governor and his administration indicate officials of the Commonwealth are focused on measures to help Puerto Rico operate within its financial resources and maintain its access to the capital markets. All Puerto Rico credits insured by the Company are current on their principal and interest ("Debt Service") payments, and we expect them to continue to make their Debt Service payments. Neither Puerto Rico nor its related authorities and public corporations are eligible debtors under Chapter 9 of the U.S. Bankruptcy Code. However, Puerto Rico faces high debt levels, a declining population and an economy that has been in recession since 2006. Puerto Rico has been operating with a structural budget deficit in recent years, and its two largest pension funds are significantly underfunded.

~~In January 2014 the Company downgraded most~~

146

Table of its insured Puerto Rico credits to BIG, reflecting the economic and financial challenges facing the Commonwealth and due to concerns that the rating agencies would downgrade Puerto Rico and limit its access to credit. Subsequently, in February 2014, S&P, Moody's and Fitch Ratings downgraded much of the debt of Puerto Rico and its related authorities and public corporations to BIG, citing various factors including limited liquidity and market access risk. On March 11, 2014, the Commonwealth of Puerto Rico sold $3.5 billion of general obligation bonds. The Company believes the proceeds of the issuance have helped the Commonwealth address certain short-term liquidity needs.Contents

Following Moody's downgrade of Puerto Rico, Moody's formally affirmed the financial strength ratings of AGM (A2, stable outlook) and AGC (A3, stable outlook). Moody's also affirmed the financial strength rating of Assured Guaranty Re Ltd. ("AG Re") (Baa1) but changed the outlook on such rating to negative. Similarly, S&P published an analysis of Assured Guaranty's Puerto Rico exposure, which concluded that, following S&P's downgrade of the Commonwealth, Assured Guaranty's stress case capital charge would increase by approximately $65 million and that Assured Guaranty continued to have substantial excess capital.

Exposure to Residential Mortgage-Backed Securities

The tables below provide information on the risk ratings and certain other risk characteristics of the Company’s financial guaranty insurance and credit derivative RMBS exposures as of ~~March 31,~~June 30, 2014. U.S. RMBS exposures represent 3% of the total net par outstanding, and BIG U.S. RMBS represent ~~34%~~33% of total BIG net par outstanding. The tables presented provide information with respect to the underlying performance indicators of this book of business. See Note 5, Expected Loss to be Paid, of the Financial Statements, for a discussion of expected losses to be paid on U.S. RMBS exposures.

~~125~~

~~Table of Contents~~

All performance information such as pool factor, subordination, cumulative losses and delinquency is based on ~~March 31,~~June 30, 2014 information obtained from third parties and/or provided by the trustee prior to the date of this filing. It is possible that the Company may receive updated or additional information for this period in the future.

Pool factor in the following tables is the percentage of the current collateral balance divided by the original collateral balance of the transactions at inception. Subordination in the following tables represents the sum of subordinate tranches and overcollateralization, expressed as a percentage of total transaction size and does not include any benefit from excess spread collections that may be used to absorb losses. Many of the closed-end-second lien RMBS transactions insured by the Company have unique structures whereby the collateral may be written down for losses without a corresponding write-down of the obligations insured by the Company. Many of these transactions are currently undercollateralized, with the principal amount of collateral being less than the principal amount of the obligation insured by the Company. The Company is not required to pay principal shortfalls until legal maturity (rather than making timely principal payments), and takes the undercollateralization into account when estimating expected losses for these transactions. Cumulative losses in the following tables are defined as net charge-offs on the underlying loan collateral divided by the original collateral balance. 60+ day delinquencies in the following tables are defined as loans that are greater than 60 days delinquent and all loans that are in foreclosure, bankruptcy or real estate owned divided by current collateral balance.

Distribution of U.S. RMBS by Rating and Type of Exposure as of ~~March 31,~~June 30, 2014


Ratings:	Prime First Lien		Closed-End Second Lien		HELOC		Alt-A First Lien		Option ARMs		Subprime First Lien		Total Net Par Outstanding		Prime First Lien		Closed-End Second Lien		HELOC		Alt-A First Lien		Option ARMs		Subprime First Lien		Total Net Par Outstanding
	(dollars in millions)														(dollars in millions)
AAA	$	1	$	0	$	17	$	212	$	4	$	2,125	$	2,358	$	1	$	—	$	14	$	205	$	53	$	2,280	$	2,553
AA	94		95		91		536		254		1,680		2,751		91		91		83		526		182		1,373		2,346
A	1		0		8		1		20		121		152		7		0		8		—		17		121		153
BBB	36		—		133		17		33		139		358		30		—		127		17		32		138		344
BIG	395		144		1,734		2,713		565		1,856		7,406		381		140		1,670		2,621		548		1,824		7,185
Total exposures	$	528	$	239	$	1,983	$	3,478	$	877	$	5,921	$	13,025	$	509	$	232	$	1,901	$	3,369	$	833	$	5,736	$	12,580

Distribution of Financial Guaranty Direct U.S. RMBS

Insured January 1, 2005 or Later by Exposure Type, Average Pool Factor, Subordination,

Cumulative Losses and 60+ Day Delinquencies

As of ~~March 31,~~June 30, 2014


	Net Par Outstanding		Pool Factor		Subordination		Cumulative Losses		60+ Day Delinquencies		Number of Transactions	Net Par Outstanding		Pool Factor		Subordination		Cumulative Losses		60+ Day Delinquencies		Number of Transactions
	(dollars in millions)											(dollars in millions)
U.S. Prime First Lien	$	504	30.7	%	4.0	%	4.6	%	16.7	%	8	$	487	29.2	%	3.8	%	4.7	%	15.8	%	8
U.S. Closed-End Second Lien	229		11.2	%	—	%	68.9	%	5.8	%	9	222		10.6	%	—	%	69.2	%	5.0	%	9
U.S. HELOC	1,750		16.3	%	3.4	%	37.2	%	3.8	%	18	1,681		15.6	%	4.6	%	37.5	%	3.7	%	18
U.S. Alt-A First Lien	3,403		32.5	%	5.1	%	17.2	%	26.3	%	43	3,297		31.5	%	5.5	%	17.5	%	25.5	%	43
U.S. Option ARMs	843		33.7	%	6.3	%	22.5	%	27.7	%	19	801		32.8	%	4.5	%	22.1	%	26.4	%	19
U.S. Subprime First Lien	4,725		26.9	%	14.3	%	19.4	%	32.6	%	21	4,567		27.1	%	36.7	%	24.6	%	33.1	%	21

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Exposures by Reinsurer

Ceded par outstanding represents the portion of insured risk ceded to other reinsurers. Under these relationships, the Company cedes 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 as a result been downgraded by the rating agencies. In addition, state insurance regulators have intervened with respect to some of these insurers.

~~126~~

~~Table of Contents~~

Assumed par outstanding represents the amount of par assumed by the Company from other monolines. Under these relationships, 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.

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.

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Exposure by Reinsurer


	Ratings at		Par Outstanding						Ratings at		Par Outstanding
	May 5, 2014		As of March 31, 2014						August 5, 2014		As of June 30, 2014
Reinsurer	Moody’s Reinsurer Rating	S&P Reinsurer Rating	Ceded Par Outstanding(1)		Second-to- Pay Insured Par Outstanding		Assumed Par Outstanding		Moody’s Reinsurer Rating	S&P Reinsurer Rating	Ceded Par Outstanding(1)		Second-to- Pay Insured Par Outstanding		Assumed Par Outstanding
	(dollars in millions)								(dollars in millions)
American Overseas Reinsurance Company Limited (f/k/a Ram Re)	WR (2)	WR	$	8,113	$	—	$	30	WR (2)	WR	$	7,854	$	—	$	30
Tokio Marine & Nichido Fire Insurance Co., Ltd.	Aa3 (3)	AA- (3)	6,273		—		—		Aa3 (3)	AA- (3)	6,031		—		—
Radian Asset Assurance Inc. ("Radian")	Ba1	B+	4,696		24		987		Ba1	B+	4,600		22		940
Syncora Guarantee Inc.	WR	WR	4,192		1,769		161		WR	WR	4,198		1,784		161
Mitsui Sumitomo Insurance Co. Ltd.	A1	A+ (3)	2,139		—		—		A1	A+ (3)	2,101		—		—
ACA Financial Guaranty Corp.	NR (5)	WR	809		3		8		NR (5)	WR	801		3		—
Federal Insurance Company	Aa2	AA	382		—		—		Aa2	AA	382		—		—
Swiss Reinsurance Co.	Aa3	AA-	347		—		—		Aa3	AA-	344		—		—
Security Life of Denver Insurance Company	A3	A-	239		—		—		A3	A-	239		—		—
Ambac Assurance Corporation ("Ambac")(4)	WR	WR	85		6,013		17,578		WR	WR	82		5,665		17,336
CIFG Assurance North America Inc. ("CIFG")	WR	WR	—		114		4,883		WR	WR	—		114		4,758
MBIA Inc.	(4)	(4)	—		10,208		7,221		(4)	(4)	—		9,968		7,008
Financial Guaranty Insurance Co.	WR	WR	—		2,273		1,237		WR	WR	—		2,227		1,180
Other	Various	Various	251		2,114		45		Various	Various	247		2,164		46
Total			$	27,526	$	22,518	$	32,150			$	26,879	$	21,947	$	31,459

____________________


(1)	Includes $~~3,038~~2,827 million in ceded par outstanding related to insured credit derivatives.

(2) Represents “Withdrawn Rating.”

(3) The Company has structural collateral agreements satisfying the triple-A credit requirement of S&P and/or Moody’s.


(4)	MBIA Inc. includes various subsidiaries which are rated AA- and B by S&P and ~~Baa1, B1~~A3, Ba2 and B3B2 by Moody’s. Ambac ~~Assurance Corporation~~ includes policies in their general and segregated account.

(5) Represents “Not Rated.”

~~127~~149

Table of Contents

Ceded Par Outstanding by Reinsurer and Credit Rating

As of ~~March 31,~~June 30, 2014


		Internal Credit Rating													Internal Credit Rating
Reinsurer		AAA		AA		A		BBB		BIG		Total			AAA		AA		A		BBB		BIG		Total
		(in millions)													(in millions)
American Overseas Reinsurance Company Limited (f/k/a Ram Re)	American Overseas Reinsurance Company Limited (f/k/a Ram Re)	$	879	$	2,843	$	2,428	$	1,399	$	564	$	8,113	American Overseas Reinsurance Company Limited (f/k/a Ram Re)	$	817	$	2,700	$	2,376	$	1,402	$	559	$	7,854
Tokio Marine & Nichido Fire Insurance Co., Ltd.	Tokio Marine & Nichido Fire Insurance Co., Ltd.	1,052		1,109		1,719		1,471		922		6,273		Tokio Marine & Nichido Fire Insurance Co., Ltd.	949		1,087		1,673		1,466		856		6,031
Radian	Radian	233		294		2,356		1,245		568		4,696		Radian	207		288		2,284		1,259		562		4,600
Syncora Guarantee Inc.	Syncora Guarantee Inc.	—		223		768		2,349		852		4,192		Syncora Guarantee Inc.	—		223		766		2,401		808		4,198
Mitsui Sumitomo Insurance Co. Ltd.	Mitsui Sumitomo Insurance Co. Ltd.	145		687		818		286		203		2,139		Mitsui Sumitomo Insurance Co. Ltd.	143		678		771		310		199		2,101
ACA Financial Guaranty Corp	ACA Financial Guaranty Corp	—		466		324		19		—		809		ACA Financial Guaranty Corp	—		465		324		12		—		801
Federal Insurance Company	Federal Insurance Company	—		—		382		—		—		382		Federal Insurance Company	—		—		382		—		—		382
Swiss Reinsurance Co.	Swiss Reinsurance Co.	—		2		241		28		76		347		Swiss Reinsurance Co.	—		1		239		28		76		344
Security Life of Denver Insurance Company	Security Life of Denver Insurance Company	—		—		239		—		—		239		Security Life of Denver Insurance Company	—		—		239		—		—		239
Ambac	Ambac	—		—		85		—		—		85		Ambac	—		—		82		—		—		82
Other	Other	—		91		124		36		—		251		Other	—		88		123		36		—		247
Total	Total	$	2,309	$	5,715	$	9,484	$	6,833	$	3,185	$	27,526	Total	$	2,116	$	5,530	$	9,259	$	6,914	$	3,060	$	26,879

In accordance with U.S. statutory accounting requirements and U.S. insurance laws and regulations, in order for the Company to receive credit for liabilities ceded to reinsurers domiciled outside of the U.S., such reinsurers must secure their liabilities to the Company. All of the unauthorized reinsurers in the table above post collateral for the benefit of the Company in an amount at least equal to the sum of their ceded unearned premium reserve, loss reserves and contingency reserves all calculated on a statutory basis of accounting. In addition, certain authorized reinsurers in the table above post collateral on terms negotiated with the Company. Collateral may be in the form of letters of credit or trust accounts. The total collateral posted by all non-affiliated reinsurers as of ~~March 31,~~June 30, 2014 is approximately $~~654~~681 million.

Second-to-Pay

Insured Par Outstanding by Internal Rating

As of ~~March 31,~~June 30, 2014


	Public Finance										Structured Finance												Public Finance										Structured Finance
	AAA		AA		A		BBB		BIG		AAA		AA		A		BBB		BIG		Total		AAA		AA		A		BBB		BIG		AAA		AA		A		BBB		BIG		Total
	(in millions)																						(in millions)
Radian	$	—	$	—	$	2	$	14	$	8	$	—	$	—	$	—	$	—	$	—	$	24	$	—	$	—	$	3	$	13	$	6	$	—	$	—	$	—	$	—	$	—	$	22
Syncora Guarantee Inc.	—		25		372		776		312		66		53		—		—		165		1,769		—		25		376		794		317		114		—		—		—		158		1,784
ACA Financial Guaranty Corp.	—		1		—		2		—		—		—		—		—		—		3		—		1		—		2		—		—		—		—		—		—		3
Ambac	30		1,326		3,072		1,061		76		—		41		69		204		134		6,013		30		1,320		2,845		956		76		—		39		67		201		131		5,665
CIFG	—		5		56		22		31		—		—		—		—		—		114		—		5		56		22		31		—		—		—		—		—		114
MBIA Inc.	225		2,322		4,008		1,642		—		—		1,588		24		173		226		10,208		201		2,300		4,401		1,000		—		—		1,646		24		173		223		9,968
Financial Guaranty Insurance Co.	—		77		994		303		340		477		—		35		—		47		2,273		—		78		1,007		306		346		413		—		32		—		45		2,227
Other	—		—		2,114		—		—		—		—		—		—		—		2,114		—		—		2,164		—		—		—		—		—		—		—		2,164
Total	$	255	$	3,756	$	10,618	$	3,820	$	767	$	543	$	1,682	$	128	$	377	$	572	$	22,518	$	231	$	3,729	$	10,852	$	3,093	$	776	$	527	$	1,685	$	123	$	374	$	557	$	21,947

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Liquidity and Capital Resources

Liquidity Requirements and Sources

AGL and its Holding Company Subsidiaries

The liquidity of AGL, ~~Assured Guaranty US Holdings Inc. ("AGUS")~~AGUS and Assured Guaranty Municipal Holdings Inc. ("AGMH") is largely dependent on dividends from their operating subsidiaries and their access to external financing. The liquidity requirements of these entities include the payment of operating expenses, interest on debt issued by AGUS and AGMH, and dividends on AGL's common shares. AGL and its holding company subsidiaries may also require liquidity to make periodic capital investments in their operating subsidiaries or, in the case of AGL, to repurchase its common shares pursuant to its share repurchase authorization. In the ordinary course of business, the Company evaluates its liquidity needs and capital resources in light of holding company expenses and dividend policy, as well as rating agency considerations. The Company also subjects its cash flow projections and its assets to a stress test, maintaining a liquid asset balance of one time its stressed operating company net cash flows. Management believes that AGL will have sufficient liquidity to satisfy its needs over the next twelve months. See “—Insurance Company Regulatory Restrictions” below for a discussion of the dividend restrictions of its insurance company subsidiaries.

AGL and Holding Company Subsidiaries

Significant Cash Flow Items


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
Dividends paid by AGC to AGUS							$	15		$	17		$	15		$	17
Dividends paid by AGM to AGMH							45			38			45			38
Dividends paid by AG Re to AGL	$	62		$	40		20			60			82			100
Dividends paid by other subsidiaries to AGMH							10			—			10			—
Repayment of surplus note by AGM to AGMH	25			25			—			—			25			25
Dividends paid to AGL shareholders	(20		)	(19		)	(20		)	(19		)	(40		)	(38		)
Repurchases of common shares	(35		)	(39		)	(177		)	(205		)	(212		)	(244		)
Interest paid	(7		)	(7		)	(28		)	(28		)	(35		)	(35		)
Proceeds from issuance of long-term debt							496			—			496			—

Dividends

The Company anticipates that for the next twelve months, amounts paid by AGL’s direct and indirect insurance company subsidiaries as dividends or other distributions will be a major source of its liquidity. The insurance company subsidiaries’ ability to pay dividends depends upon their financial condition, results of operations, cash requirements, and compliance with rating agency requirements, and is also subject to restrictions contained in the insurance laws and related regulations of their states of domicile. Dividend restrictions applicable to AGC and AGM, and to AG Re, ~~and Assured Guaranty Re Overseas Ltd. ("AGRO"),~~ are described under Note 11, Insurance Company Regulatory Requirements.

Under New York's insurance law, AGM may only pay dividends out of "earned surplus" and may pay dividends without the prior approval of the New York Superintendent of Financial Services ("New York Superintendent") that, together with all dividends paid in the prior 12 months, does not exceed 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 aggregate amount available for AGM to distribute as dividends in ~~2014~~the next twelve months without regulatory approval is estimated to be approximately $~~175~~174 million~~. AGM did not distribute any dividends in~~ ~~First Quarter 2014~~.

Under Maryland's insurance law, AGC may, with prior notice to the Maryland insurance commissioner, pay an ordinary dividend that, together with all dividends paid in the prior 12 months, does not exceed 10% of its policyholders' surplus (as of the prior December 31) or 100% of its adjusted net investment income during that period. The aggregate amount available for AGC to distribute as ordinary dividends in 2014, including amounts already paid per the table above, will be approximately $69 million. ~~AGC did not distribute any dividends in~~ ~~First Quarter 2014~~.

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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.

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AG Re, based on regulatory capital requirements, has $~~600~~784 million in excess capital and surplus. However, dividends are paid out of an insurer's statutory surplus and cannot exceed that surplus; AG Re's outstanding statutory surplus is $276 million. In addition, annual dividends cannot exceed 25% of total statutory capital and surplus, which is $280 million, without AG Re certifying to the Bermuda Monetary Authority that it will continue to meet required margins. As of ~~March 31,~~June 30, 2014, AG Re had unencumbered assets of approximately $~~201~~217 million. Such amount will fluctuate during the quarter based upon factors including the market value of previously posted assets and additional ceded reserves, if any.

Generally, dividends paid by a U.S. company to a Bermuda holding company are subject to a 30% withholding tax. After AGL became tax resident in the ~~United Kingdom,~~U.K., it became subject to the tax rules applicable to companies resident in the U.K., including the benefits afforded by the U.K.’s tax treaties. The income tax treaty between the U.K. and the U.S. reduces or eliminates the U.S. withholding tax on certain U.S. sourced investment income (to 5% or 0%), including dividends from U.S. subsidiaries to U.K. resident persons entitled to the benefits of the treaty.

External Financing

From time to time, AGL and its subsidiaries have sought external debt or equity financing in order to meet their obligations. External sources of financing may or may not be available to the Company, and if available, the cost of such financing may not be acceptable to the Company.

On June 20, 2014, AGUS issued $500 million of 5.0% Senior Notes due 2014. The notes are guaranteed by AGL. The net proceeds of the notes will be used for general corporate purposes, including the purchase of AGL common shares.

Intercompany Loans

From time to time, AGL and its subsidiaries have entered into intercompany loan facilities. For example, on October 25, 2013, AGL, as borrower, and AGUS, as lender, entered into a revolving credit facility pursuant to which AGL may, from time to time, borrow up to $225 million in the aggregate from AGUS for general corporate purposes. Such commitment terminates on October 25, 2018 (the “loan termination date”). The unpaid principal amount of each loan will bear interest at a fixed rate equal to 100% of the then applicable Federal short-term or mid-term interest rate, as the case may be, as determined under Internal Revenue Code Sec. 1274(d), and interest on all loans will be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. Accrued interest on all loans will be paid on the last day of each June and December, beginning on December 31, 2013, and at maturity. AGL must repay the then unpaid principal amounts of the loans by the third anniversary of the loan termination date. No amounts are currently outstanding under the credit facility.

In addition, in connection with the acquisition of MAC, AGUS entered into a loan agreement with its affiliate AGRO in 2012 to borrow $90 million in order to fund the purchase price. That loan remained outstanding as of ~~March 31,~~June 30, 2014.

Cash and Investments

As of ~~March 31,~~June 30, 2014, AGL had ~~$36~~$46 million in cash and short-term ~~investments with a weighted average duration of 0.3 years.~~investments. AGUS and AGMH had a total of ~~$128~~$244 million in cash, short-term investments and ~~short-term investments.~~other invested assets. In addition, the U.S. holding companies have ~~$119~~$342 million in fixed-maturity securities with weighted average duration of ~~1.4~~0.5 years.

Liquidity Requirements and Sources -- Insurance Company Subsidiaries

Liquidity of the insurance company subsidiaries is primarily used to pay for:

operating expenses,

claims on the insured portfolio,

posting of collateral in connection with credit derivatives and reinsurance transactions,

reinsurance premiums,

dividends to AGL, AGUS and/or AGMH, as applicable,

principal paydown on surplus notes issued, and

capital investments in their own subsidiaries, where appropriate.

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Management believes that its subsidiaries’ liquidity needs for the next twelve months can be met from current cash, short-term investments and operating cash flow, including premium collections and coupon payments as well as scheduled maturities and paydowns from their respective investment portfolios. The Company targets a balance of its most liquid assets including cash and short-term securities, Treasuries, agency RMBS and pre-refunded municipal bonds equal to 1.5 times its projected operating company cash flow needs over the next four quarters. The Company intends to hold and has the ability to hold temporarily impaired debt securities until the date of anticipated recovery.

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Beyond the next twelve months, the ability of the operating subsidiaries to declare and pay dividends may be influenced by a variety of factors, including market conditions, insurance regulations and rating agency capital requirements and general economic conditions.

Insurance policies issued provide, in general, that payments of principal, interest and other amounts insured may not be accelerated by the holder of the obligation. Amounts paid by the Company therefore are typically in accordance with the obligation’s original payment schedule, unless the Company accelerates such payment schedule, at its sole option. CDS may provide for acceleration of amounts due upon the occurrence of certain credit events, subject to single-risk limits specified in the insurance laws of the State of New York. These constraints prohibit or limit acceleration of certain claims according to Article 69 of the New York Insurance Law and serve to reduce the Company’s liquidity requirements.

Payments made in settlement of the Company’s obligations arising from its insured portfolio may, and often do, vary significantly from year-to-year, depending primarily on the frequency and severity of payment defaults and whether the Company chooses to accelerate its payment obligations in order to mitigate future losses.

Claims (Paid) Recovered


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
U.S. RMBS before benefit for recoveries for breaches of R&W	$	(42	)	$	(154	)	$	(34	)	$	(212	)	$	(76	)	$	(366	)
Net benefit for recoveries for breaches of R&W	39			89			89			525			128			614
U.S. RMBS after benefit for recoveries for breaches of R&W	(3		)	(65		)	55			313			52			248
Other structured finance	(1		)	(4		)	(3		)	(116		)	(4		)	(120		)
Public finance	(6		)	(23		)	(24		)	(7		)	(30		)	(30		)
Other							—			10			—			10
Claims (paid) recovered, net of reinsurance(1)	$	(10	)	$	(92	)	$	28		$	200		$	18		$	108

____________________

(1)

Includes $1$6 million paid and $9$168 million ~~paid~~recovered for consolidated FG VIEs for ~~First~~Second Quarter2014 and 2013, respectively, and $7 million paid and $159 million recovered for consolidated FG VIEs for Six Months 2014 and 2013, respectively. Claims recovered include invested assets received as part of a restructuring. See Note 5, Expected Loss to be Paid, of the Financial Statements.

The Company has exposure to infrastructure transactions with refinancing ~~risk as to which the Company may need to make claim payments that it did not anticipate paying~~risk; in such transactions, if refinancings anticipated when the policies were ~~issued.~~issued are not available, the Company may be obligated to make claim payments. Although the Company may not experience ultimate loss on a particular transaction, the aggregate amount of the claim payments may be substantial and reimbursement may not occur for an extended time, if at all. As of ~~March 31,~~June 30, 2014, the Company's insured exposure to such transactions was approximately ~~$3.0~~$3.1 billion. The Company generally projects that in most scenarios it will be fully reimbursed for claim payments it makes on such exposure. However, the recovery of the payments is uncertain and may take from 10 to 35 years, depending on the transaction and the performance of the underlying ~~collateral. For~~collateral.The Company estimates total claims for the ~~Company's~~ two largest transactions with significant refinancing risk, assuming no refinancing, ~~of the insured obligations, the Company estimates,~~and based on certain performance assumptions could be $1.8 billion on a gross basis; such claims would be payable from 2017 through 2022.

In addition, the Company has net par exposure of ~~$5.3~~$5.2 billion to the Commonwealth of Puerto Rico, of which ~~$5.1~~$5.0 billion net par is rated BIG by the Company. ~~Although~~Puerto Rico has experienced significant general fund budget deficits in recent years. These deficits have been covered primarily with the ~~Commonwealth has not defaulted on any~~net proceeds of ~~its debt, it faces significant challenges, including~~bond issuances, with interim financings provided by GDB and, in some cases, with onetime revenue measures or expense adjustment measures. In addition to high debt levels, ~~a declining population and an economy that has been in recession since 2006. In February 2014, S&P, Moody's and Fitch Ratings downgraded much~~

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Puerto Rico ~~and its related authorities and public corporations to below investment grade, citing various factors including limited liquidity and market access risk.~~faces a challenging economic environment. Information regarding the Company's exposure to the Commonwealth of Puerto Rico and its related authorities and public corporations is set forth in "Insured Portfolio-Exposure to Puerto Rico" above.

The terms of the Company’s CDS contracts generally are modified from standard CDS contract forms approved by ISDA in order to provide for payments on a scheduled basis and to replicate the terms of a traditional financial guaranty insurance policy. Some contracts the Company entered into as the credit protection seller, however, utilize standard ISDA settlement mechanics of cash settlement (i.e., a process to value the loss of market value of a reference obligation) or physical settlement (i.e., delivery of the reference obligation against payment of principal by the protection seller) in the event of a

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~~“credit~~ “credit event,” as defined in the relevant contract. Cash settlement or physical settlement generally requires the payment of a larger amount, prior to the maturity of the reference obligation, than would settlement on a “pay-as-you-go” basis, under which the Company would be required to pay scheduled interest shortfalls during the term of the reference obligation and scheduled principal shortfall only at the final maturity of the reference obligation. The Company’s CDS contracts also generally provide that if events of default or termination events specified in the CDS 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 the CDS contract prior to maturity. The Company may be required to make a termination payment to its swap counterparty upon such termination. In addition, under certain of the Company's CDS, the Company may be obligated to collateralize its obligations under the CDS if it does not maintain financial strength ratings above the negotiated rating level specified in the CDS documentation.

Consolidated Cash Flows

Consolidated Cash Flow Summary


	First Quarter						Second Quarter						Six Months
	2014			2013			2014			2013			2014			2013
	(in millions)						(in millions)
Net cash flows provided by (used in) operating activities	$	101		$	(14	)
Net cash flows provided by (used in) operating activities before effects of FG VIEs consolidation							$	74		$	298		$	183		$	263
Effect of FG VIEs consolidation							47			(162		)	39			(141		)
Net cash flows provided by (used in) operating activities - reported							121			136			222			122
Net cash flows provided by (used in) investing activities	275			237			(504		)	235			(229		)	472
Net cash flows provided by (used in) financing activities	(342		)	(233		)
Net cash flows provided by (used in) financing activities (1)							269			(352		)	(73		)	(585		)
Effect of exchange rate changes	1			(3		)	1			(1		)	2			(4		)
Cash at beginning of period	184			138			219			125			184			138
Total cash at the end of the period	$	219		$	125		$	106		$	143		$	106		$	143

____________________

The effect of FG VIEs on cash flows from operating activities was $(8) million and $21 million in First Quarter 2014 and First Quarter 2013, respectively. Claims paid on consolidated FG VIEs are presented in the consolidated cash flow statements as a component of paydowns on FG VIE liabilities in financing activities as opposed to operating activities.


(1)	Claims paid on consolidated FG VIEs are presented in the consolidated cash flow statements as a component of paydowns on FG VIE liabilities in financing activities as opposed to operating activities.

~~First Quarter~~Six Months 2014 included ~~$84~~$68 million in net proceeds from purchases and sales in the trading portfolio, compared with ~~$27~~$24 million in ~~First Quarter~~Six Months 2013. Excluding net cash flows from purchases and sales of the trading portfolio and the effect of consolidating FG VIEs, cash flows from operating activities ~~increased~~decreased for ~~First Quarter~~Six Months 2014 compared to ~~First Quarter~~Six Months 2013 due primarily to lower claim payments and higher proceeds from R&W settlements in 2013, and lower premium cash receipts, offset in part by cash received on commutation agreements ~~offset~~ in ~~part by lower premium cash receipts.~~2014.

Investing activities were primarily net sales (purchases) of fixed maturity and short-term investment securities. Investing cash flows in ~~First Quarter~~Six Months 2014 and 2013 include inflows of $~~286~~315 million and $~~138~~440 million for FG VIEs, respectively. ~~First Quarter~~Six Months 2013 included proceeds from sales of third party surplus notes and other invested assets.

Financing activities consisted primarily of paydowns of FG VIE liabilities and share repurchases. Financing cash flows in ~~First Quarter~~Six Months 2014 and 2013 include outflows of $~~281~~311 million and $~~167~~289 million for FG VIEs, respectively. Share repurchases in Six Months 2014 and 2013 were $212 million and $244 million, respectively. In addition, 2014 amounts include net proceeds of $496 million from issuance of long-term debt.

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Under the $400 million share repurchase authorization approved in November 2013, the Company repurchased ~~1.4~~7.1 million common shares in ~~First~~Second Quarter 2014 for ~~$35~~$177 million at an average price of ~~$25.92~~$25.14 per share. ~~On a year-to-date basis through May 7,~~Year to date, including repurchases since June 30, 2014, the Company has repurchased a total of ~~3.0~~14.1 million common shares for ~~$75~~$345 million at an average price of ~~$25.19~~$24.49 per share. ~~The Company intends to use~~On August 6, 2014, the ~~remaining capacity under this share repurchase authorization by the end of the third quarter of 2014 and, at that time, to request a new share repurchase authorization from its~~Company's Board of Directors approved an incremental $400 million share repurchase authorization. The Company expects the repurchases to be made from time to time in ~~each case, subject to~~the open market or in privately negotiated transactions. The timing, form and amount of the share repurchases under the program are at the discretion of management and will depend on a variety of factors, including free funds available at the parent company, market conditions, the Company's capital position, ~~the amount of funds available at the holding companies, its financial strength rating,~~legal requirements and other factors. The repurchase program may be modified, extended or terminated by the Board of Directors at any time. It does not have an expiration date.

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Commitments and Contingencies

Leases

AGL and its subsidiaries are party to various lease agreements. Future cash payments associated with contractual obligations pursuant to operating leases for office space have not materially changed since December 31, 2013.

Long-Term Debt Obligations

The outstanding principal and interest paid on long-term debt were as follows:

Principal Outstanding

and Interest Paid on Long-Term Debt


	Principal Amount				Interest Paid				Principal Amount				Interest Paid
	As of March 31,		As of December 31,		First Quarter				As of June 30,		As of December 31,		Second Quarter				Six Months
	2014		2013		2014		2013		2014		2013		2014		2013		2014		2013
	(in millions)								(in millions)
AGUS:
7.0% Senior Notes	$	200	$	200	$	—	$	—	$	200	$	200	$	7	$	7	$	7	$	7
5.0% Senior Notes									500		—		—		—		—		—
Series A Enhanced Junior Subordinated Debentures	150		150		—		—		150		150		5		5		5		5
Total AGUS	350		350		—		—		850		350		12		12		12		12
AGMH:
AGMH(1):
67/8% QUIBS	100		100		2		2		100		100		1		1		3		3
6.25% Notes	230		230		4		4		230		230		3		3		7		7
5.60% Notes	100		100		1		1		100		100		2		2		3		3
Junior Subordinated Debentures	300		300		—		—		300		300		10		10		10		10
Total AGMH	730		730		7		7		730		730		16		16		23		23
AGM(1):
AGM Notes Payable	29		34		1		2		27		34		0		1		1		3
Total	$	1,109	$	1,114	$	8	$	9	$	1,607	$	1,114	$	28	$	29	$	36	$	38

____________________


(1)	Principal amounts vary from carrying amounts due primarily to acquisition method fair value adjustments at the AGMH acquisition date, which are accreted or amortized into interest expense over the remaining terms of these obligations.

AGL fully and unconditionally guarantees the following obligations:

7.0% Senior Notes issued by AGUS

5.0% Senior Notes issued by AGUS

6 7/8% Quarterly Income Bonds Securities (“QUIBS”) issued by AGMH

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6.25% Notes issued by AGMH

5.60% Notes issued by AGMH

In addition, AGL guarantees, on a junior subordinated basis, AGUS’s Series A, Enhanced Junior Subordinated Debentures and AGMH’s outstanding Junior Subordinated Debentures.

7.0% Senior Notes issued by AGUS. On May 18, 2004, AGUS issued $200 million of 7.0% senior notes due 2034 (“~~7.0% Senior Notes”)~~ for net proceeds of $197 million. Although the coupon on the Senior Notes is 7.0%, the effective rate is approximately 6.4%, taking into account the effect of a cash flow hedge.

5.0% Senior Notes issued by AGUS. On June 20, 2014, AGUS issued $500 million of 5.0% Senior Notes due 2024 for net proceeds of $496 million. The notes are guaranteed by AGL. The net proceeds from the sale of the notes will be used for general corporate purposes, including the purchase of common shares of AGL. Assured Guaranty has invested such net proceeds in short term and other marketable securities.

Series A Enhanced Junior Subordinated Debentures issued by AGUS. On December 20, 2006, AGUS issued $150 million of the Debentures due 2066. The Debentures pay a fixed 6.40% rate of interest until December 15, 2016, and thereafter pay a floating rate of interest, reset quarterly, at a rate equal to three month London Interbank Offered Rate ("LIBOR") plus a margin equal to 2.38%. AGUS may select at one or more times to defer payment of interest for one or more consecutive periods

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for up to ten years. Any unpaid interest bears interest at the then applicable rate. AGUS may not defer interest past the maturity date.

6 7/8% QUIBS issued by AGMH. On December 19, 2001, AGMH issued $100 million face amount of 6 7/8% QUIBS due December 15, 2101, which are callable without premium or penalty.

6.25% Notes issued by AGMH. On November 26, 2002, AGMH issued $230 million face amount of 6.25% Notes due November 1, 2102, which are callable without premium or penalty in whole or in part.

5.60% Notes issued by AGMH. On July 31, 2003, AGMH issued $100 million face amount of 5.60% Notes due July 15, 2103, which are callable without premium or penalty in whole or in part.

Junior Subordinated Debentures issued by AGMH. On November 22, 2006, AGMH issued $300 million face amount of Junior Subordinated Debentures with a scheduled maturity date of December 15, 2036 and a final repayment date of December 15, 2066. The final repayment date of December 15, 2066 may be automatically extended up to four times in five-year increments provided certain conditions are met. The debentures are redeemable, in whole or in part, at any time prior to December 15, 2036 at their principal amount plus accrued and unpaid interest to the date of redemption or, if greater, the make-whole redemption price. Interest on the debentures will accrue from November 22, 2006 to December 15, 2036 at the annual rate of 6.40%. If any amount of the debentures remains outstanding after December 15, 2036, then the principal amount of the outstanding debentures will bear interest at a floating interest rate equal to one-month LIBOR plus 2.215% until repaid. AGMH may elect at one or more times to defer payment of interest on the debentures for one or more consecutive interest periods that do not exceed ten years. In connection with the completion of this offering, AGMH entered into a replacement capital covenant for the benefit of persons that buy, hold or sell a specified series of AGMH long-term indebtedness ranking senior to the debentures. Under the covenant, the debentures will not be repaid, redeemed, repurchased or defeased by AGMH or any of its subsidiaries on or before the date that is twenty years prior to the final repayment date, except to the extent that AGMH has received proceeds from the sale of replacement capital securities. The proceeds from this offering were used to pay a dividend to the shareholders of AGMH.

~~Notes Payable issued by AGM.~~In order to mitigate certain financial guaranty insurance losses, special purpose entities that AGM consolidates ("refinancing vehicles") borrowed funds from the former AGMH subsidiaries that conducted AGMH’s Financial Products Business (the “Financial Products Companies”). The Company refers to such debt as the "Notes Payable." The Financial Products Companies issued guaranteed investment contracts that AGM insured, and loaned the proceeds to the refinancing vehicles. The refinancing vehicles used the proceeds from the Notes Payable to purchase certain obligations insured by AGM or collateral underlying such obligations and reimbursed AGM for its claim payments, in exchange for AGM assigning to the refinancing vehicles certain of its rights against the trusts in the applicable transactions.

Recourse Credit Facility

In connection with the acquisition of AGMH, 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.

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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.

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claims on gross exposure of approximately $~~1.4~~1.3 billion as of ~~March 31,~~June 30, 2014. 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,~~June 30, 2014, 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.

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. The commitment amount of the Strip Coverage Facility was $1 billion at closing of the Company's acquisition of ~~AGMH and its subsidiaries but is scheduled to amortize over time. On February 7, 2014,~~AGMH. AGM has reduced the maximum commitment amount ~~by $460 million~~from time to ~~approximately $500 million,~~time, after taking into account its experience with its exposure to leveraged lease ~~transactions to date. The~~transactions. Most recently, as of June 30, 2014, AGM reduced the maximum commitment amount ofto $495 million and agreed with Dexia Crédit Local (NY) that the ~~Strip Coverage Facility had amortized to approximately $499 million~~ ~~as of March 31, 2014.~~commitment amount would no longer amortize on a scheduled monthly basis.

~~exempt~~tax-exempt entity, or from asset sale ~~proceeds –~~ proceeds—following its payment of strip policy claims. ~~The~~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 January 31, ~~2042.~~2042).

The Strip Coverage Facility’s financial covenants require that AGM and its subsidiaries ~~maintain~~ maintain:

•a maximum debt-to-capital ratio of 30%; and ~~maintain~~

a minimum net worth of 75% of consolidated net worth as of July 1, 2009, plus, beginning ~~July 1, 2015:~~

The Company iswas in compliance with all financial covenants as of ~~March 31,~~June 30, 2014.

As of ~~March 31,~~June 30, 2014, no amounts were outstanding under this facility, nor have there been any borrowings during the life of this facility.

Committed Capital Securities

Each of AGC and AGM have issued $200 million of committed capital securities pursuant to transactions in which AGC CCS or AGM’s Committed Preferred Trust Securities (the “AGM CPS”), as applicable, were issued by custodial trusts created for the primary purpose of issuing such securities, investing the proceeds in high-quality assets and providing put

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options to AGC or AGM, as applicable. The put options allow AGC and AGM to issue non-cumulative redeemable perpetual preferred securities to the trusts in exchange for cash. For both AGC and AGM, four initial trusts were created, each with an initial aggregate face amount of $50 million. The Company does not consider itself to be the primary beneficiary of the trusts for either the AGC or AGM committed capital securities and the trusts are not consolidated in Assured Guaranty's financial statements.

The trusts provide AGC and AGM access to new capital at their respective sole discretion through the exercise of the put options. Upon AGC's or AGM's exercise of its put option, the relevant trust will liquidate its portfolio of eligible assets and use the proceeds to purchase the AGC or AGM preferred stock, as applicable. AGC or AGM may use the proceeds from such

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sale of its preferred stock to the trusts for any purpose, including the payment of claims. The put agreements have no scheduled termination date or maturity. However, each put agreement will terminate if (subject to certain grace periods) in the event specified events occur.

AGC Committed Capital Securities. AGC entered into separate put agreements with four custodial trusts with respect to its committed capital securities in April 2005. The AGC put options have not been exercised through the date of this filing. Initially, all of AGC committed capital securities were issued to a special purpose pass-through trust (the “Pass-Through Trust”). The Pass-Through Trust was dissolved in April 2008 and the AGC committed capital securities were distributed to the holders of the Pass-Through Trust's securities. Neither the Pass-Through Trust nor the custodial trusts are consolidated in the Company's financial statements. Income distributions on the Pass-Through Trust securities and committed capital securities were equal to an annualized rate of one-month LIBOR plus 110 basis points for all periods ending on or prior to April 8, 2008. Following dissolution of the Pass-Through Trust, distributions on the AGC committed capital securities are determined pursuant to an auction process. On April 7, 2008 this auction process failed, thereby increasing the annualized rate on the AGC committed capital securities to one-month LIBOR plus 250 basis points. Distributions on the AGC preferred stock will be determined pursuant to the same process. AGC continues to have the ability to exercise its put option and cause the related trusts to purchase AGC Preferred Stock.

AGM Committed Capital Securities. AGM entered into separate put agreements with four custodial trusts with respect to its committed capital securities in June 2003. The AGM put options have not been exercised through the date of this filing. 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 committed capital securities 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.

Investment Portfolio

The Company’s principal objectives in managing its investment portfolio are to preserve the highest possible ratings for each operating company; to manage investment risk within the context of the underlying portfolio of insurance risk; to maintain sufficient liquidity to cover unexpected stress in the insurance portfolio; and to maximize after-tax net investment income.

Fixed-Maturity Securities and Short-Term Investments

The Company’s fixed-maturity securities and short-term investments had a duration of 4.6 years as of June 30, 2014 and 4.9 years as of ~~both~~ ~~March 31, 2014~~ ~~and~~ December 31, 2013. Generally, the Company’s fixed-maturity securities are designated as available-for-sale. For more information about the Investment Portfolio and a detailed description of the Company’s valuation of investments see Note 10, Investments and Cash, of the Financial Statements.

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Fixed-Maturity Securities and Short-Term Investments

by Security Type


	As of March 31, 2014				As of December 31, 2013				As of June 30, 2014				As of December 31, 2013
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(in millions)								(in millions)
Fixed-maturity securities:
Obligations of state and political subdivisions	$	4,982	$	5,249	$	4,899	$	5,079	$	5,163	$	5,500	$	4,899	$	5,079
U.S. government and agencies	674		701		674		700		823		853		674		700
Corporate securities	1,382		1,427		1,314		1,340		1,376		1,413		1,314		1,340
Mortgage-backed securities(1):
RMBS	1,182		1,171		1,160		1,122		1,170		1,171		1,160		1,122
CMBS	656		670		536		549		691		712		536		549
Asset-backed securities	544		554		605		608		538		548		605		608
Foreign government securities	309		322		300		313		317		333		300		313
Total fixed-maturity securities	9,729		10,094		9,488		9,711		10,078		10,530		9,488		9,711
Short-term investments	720		720		904		904		979		979		904		904
Total fixed-maturity and short-term investments	$	10,449	$	10,814	$	10,392	$	10,615	$	11,057	$	11,509	$	10,392	$	10,615

____________________


(1)	Government-agency obligations were approximately ~~45%~~44% of mortgage backed securities as of ~~March 31,~~June 30, 2014 and 50% as of December 31, 2013, based on fair value.

The following tables summarize, for all fixed-maturity securities in an unrealized loss position as of ~~March 31,~~June 30, 2014 and December 31, 2013, 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,~~June 30, 2014


	Less than 12 months					12 months or more					Total					Less than 12 months					12 months or more					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
	(dollars in millions)															(dollars in millions)
Obligations of state and political subdivisions	$	458	$	(14	)	$	13	$	0		$	471	$	(14	)	$	53	$	(1	)	$	217	$	(4	)	$	270	$	(5	)
U.S. government and agencies	175		(5		)	—		—			175		(5		)	7		0			172		(3		)	179		(3		)
Corporate securities	307		(9		)	10		(1		)	317		(10		)	122		(17		)	156		(5		)	278		(22		)
Mortgage-backed securities:
RMBS	317		(13		)	155		(42		)	472		(55		)	89		(2		)	317		(43		)	406		(45		)
CMBS	93		(2		)	—		—			93		(2		)	—		—			26		0			26		0
Asset-backed securities	21		0			44		(3		)	65		(3		)	9		0			48		(3		)	57		(3		)
Foreign government securities	59		(1		)	—		—			59		(1		)	44		0			10		(1		)	54		(1		)
Total	$	1,430	$	(44	)	$	222	$	(46	)	$	1,652	$	(90	)	$	324	$	(20	)	$	946	$	(59	)	$	1,270	$	(79	)
Number of securities			307					30					337					58					165					223
Number of securities with other-than-temporary impairment			3					11					14					2					11					13

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Fixed-Maturity Securities

Gross Unrealized Loss by Length of Time

As of December 31, 2013



	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	$	781	$	(39	)	$	5	$	0		$	786	$	(39	)
U.S. government and agencies	173		(6		)	—		—			173		(6		)
Corporate securities	401		(18		)	3		0			404		(18		)
Mortgage-backed securities:											—		—
RMBS	414		(21		)	186		(51		)	600		(72		)
CMBS	121		(4		)	—		—			121		(4		)
Asset-backed securities	196		(2		)	42		(5		)	238		(7		)
Foreign government securities	54		(1		)	1		0			55		(1		)
Total	$	2,140	$	(91	)	$	237	$	(56	)	$	2,377	$	(147	)
Number of securities			425					33					458
Number of securities with other-than-temporary impairment			13					11					24

Of the securities in an unrealized loss position for 12 months or more as of ~~March 31,~~June 30, 2014, nine securities had an unrealized loss greater than 10% of book value. The total unrealized loss for these securities as of ~~March 31,~~June 30, 2014 was $3834 million. The Company has determined that the unrealized losses recorded as of ~~March 31,~~June 30, 2014 are yield related and not the result of other-than-temporary impairment.

Changes in interest rates affect the value of the Company’s fixed-maturity portfolio. As interest rates fall, the fair value of fixed-maturity securities increases and as interest rates rise, the fair value of fixed-maturity securities decreases. The Company’s portfolio of fixed maturity securities consists primarily of high-quality, liquid instruments.

The amortized cost and estimated fair value of the Company’s available-for-sale fixed-maturity securities, by contractual maturity, 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,~~June 30, 2014


	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(in millions)				(in millions)
Due within one year	$	301	$	304	$	169	$	171
Due after one year through five years	1,767		1,843		2,206		2,292
Due after five years through 10 years	2,375		2,481		2,248		2,381
Due after 10 years	3,448		3,625		3,594		3,803
Mortgage-backed securities:
RMBS	1,182		1,171		1,170		1,171
CMBS	656		670		691		712
Total	$	9,729	$	10,094	$	10,078	$	10,530

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The following table summarizes the ratings distributions of the Company’s investment portfolio as of ~~March 31,~~June 30, 2014 and December 31, 2013. Ratings reflect the lower of the Moody’s and S&P classifications, except for bonds purchased for loss mitigation or risk management strategies, which use Assured Guaranty’s internal ratings classifications.

Distribution of Fixed Maturity Securities by Rating


Rating	As of March 31, 2014		As of December 31, 2013		As of June 30, 2014		As of December 31, 2013
AAA	16.3	%	16.5	%	15.5	%	16.5	%
AA	57.6		57.5		59.4		57.5
A	18.0		17.6		18.1		17.6
BBB	1.1		0.9		0.6		0.9
BIG(1)	7.0		7.5		6.4		7.5
Total	100.0	%	100.0	%	100.0	%	100.0	%

____________________


(1)	Comprised primarily of loss mitigation and other risk management assets. See Note 10, Investments and Cash, of the Financial Statements.

The following table presents the fair value of securities with third-party guaranties.

Summary of Investments with

Third-Party Guaranties (1)

at Fair Value


Guarantor	As of March 31, 2014		As of June 30, 2014
	(in millions)		(in millions)
Ambac	$	455	$	439
National Public Finance Guarantee Corporation	435		418
CIFG	21		21
Berkshire Hathaway Assurance Corporation	5		5
Syncora Guarantee Inc.	3		3
Total	$	919	$	886

___________________


(1)	99% of these securities had investment grade ratings based on the lower of Moody’s and S&P.

Under agreements with its cedants and in accordance with statutory requirements, the Company maintains fixed-maturity securities and cash in trust accounts for the benefit of reinsured companies, which amounted to $~~397~~421 million and $377 million as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively, based on fair value. In addition, to fulfill state licensing requirements the Company has placed on deposit eligible securities of $19 million ~~and~~ ~~$19 million~~as of both ~~March 31,~~June 30, 2014 and December 31, 2013~~, respectively.~~.

The fair market value of the Company’s pledged securities totaled $~~669~~472 million and $677 million as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively.

Liquidity Arrangements with respect to AGMH’s former Financial Products Business

AGMH’s former financial products segment had been in the business of borrowing funds through the issuance of guaranteed investment contracts ("GICs") and medium term notes and reinvesting the proceeds in investments that met AGMH’s investment criteria. The financial products business also included the equity payment undertaking agreement portion of the leveraged lease business, as described further below in “—Leveraged Lease Business.”

~~The GIC Business~~

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The GIC Business

Until November 2008, AGMH, through its financial products business, offered GICs to municipalities and other market participants. The GICs were issued through AGMH’s non-insurance subsidiaries (the “GIC Issuers”) FSA Capital Management Services LLC, FSA Capital Markets Services LLC and FSA Capital Markets Services (Caymans) Ltd. In return for an initial payment, each GIC entitles its holder to receive the return of the holder’s invested principal plus interest at a specified rate, and to withdraw principal from the GIC as permitted by its terms. AGM insures the GIC Issuer’s payment obligations on all GICs issued by the applicable GIC Issuer.

The proceeds of GICs issued by the GIC Issuers were loaned to AGMH’s former subsidiary FSA Asset Management LLC ("FSAM"). FSAM in turn invested these funds in fixed-income obligations (primarily residential mortgage-backed securities, but also short-term investments, securities issued or guaranteed by U.S. government sponsored agencies, taxable municipal bonds, securities issued by utilities, infrastructure-related securities, collateralized debt obligations, other asset-backed securities and foreign currency denominated securities) (the “FSAM assets”).

Prior to the completion of the Company's acquisition of AGMH from Dexia Holdings Inc., AGMH sold its ownership interest in the GIC Issuers and FSAM to Dexia Holdings Inc. Even though AGMH no longer owns the GIC Issuers or FSAM, AGM’s guarantees of the GICs remain in place, and must remain in place until each GIC is terminated.

In June 2009, in connection with the Company's acquisition of AGMH from Dexia Holdings Inc., Dexia SA, the ultimate parent of Dexia Holdings Inc., and certain of its affiliates, entered into a number of agreements intended to mitigate the credit, interest rate and liquidity risks associated with the GIC business and the related AGM guarantees. Some of those agreements have since terminated or expired, or been modified. In addition to the surviving agreements described below, AGM benefits from a guaranty jointly and severally issued by Dexia SA and Dexia Crédit Local S.A. to AGM that guarantees the payment obligations of AGM under its policies related to the GIC business, and an indemnification agreement between AGM, Dexia SA and Dexia Crédit Local S.A. that protects AGM from other losses arising out of or as a result of the GIC business.

To support the payment obligations of FSAM and the GIC Issuers, each of Dexia SA and Dexia Crédit Local S.A. are party to an ISDA Master Agreement, including an associated schedule, confirmation and credit support annex (the “Non-Guaranteed Put Contract”), the economic effect of which is that Dexia SA and Dexia Crédit Local S.A. jointly and severally guarantee (i) the scheduled payments of interest and principal in relation to a specified portfolio of FSAM assets, (ii) the obligation of certain Dexia affiliates to provide liquidity or liquid collateral under committed liquidity lending facilities, and (iii) the obligation to make certain payments in the event of an insolvency of Dexia S.A. Pursuant to the Non-Guaranteed Put Contract, FSAM may put an amount of FSAM assets to Dexia SA and Dexia Crédit Local S.A. in exchange for funds. The amount that could be put varies depending on the type of trigger event in question. In an asset default scenario, the amount payable generally covers at least the amount of the losses on the FSAM assets (by non-payment, writedown or realized loss). For other trigger events, the amount payable generally is at least the amount due and unpaid under the committed liquidity facilities, the principal amount of the FSAM assets, and the outstanding principal balance of the GICs. Dexia S.A. and Dexia Crédit Local S.A. also benefit from certain grace periods and procedural rights under the Non-Guaranteed Put Contract. To secure the Non-Guaranteed Put Contract, Dexia SA and Dexia Crédit Local S.A. will, pursuant to the credit support annex thereto, post eligible highly liquid collateral having an aggregate value (subject to agreed reductions) equal to at least the excess of (i) the aggregate principal amount of all outstanding GICs over (ii) the aggregate mark-to-market value of FSAM’s assets. The agreed-to advance rates applicable to the value of FSAM assets range from 98% to 82% percent for obligations backed by the full faith and credit of the United States, sovereign obligations of the ~~United Kingdom,~~U.K., Germany, the Netherlands, France or Belgium, obligations guaranteed by the Federal Deposit Insurance Corporation (FDIC) and for mortgage securities issued or guaranteed by U.S. sponsored agencies, and range from 75% to 0% for the other FSAM assets. As of ~~March 31,~~June 30, 2014, approximately ~~28.2%~~26.8% of the FSAM ~~Assets~~assets (measured by aggregate principal balance) was in cash or were obligations backed by the full faith and credit of the United States.

As of ~~March 31,~~June 30, 2014, the aggregate accreted GIC balance was approximately ~~$2.6~~$2.5 billion. As of the same date and with respect to the FSAM assets that are covered by the primary put contract, the aggregate accreted principal was approximately ~~$3.9~~$3.8 billion, the aggregate market value was approximately $3.7 billion and the aggregate market value after agreed reductions was approximately ~~$2.6~~$2.7 billion. Cash and positive derivative value roughly offset the negative derivative values and other projected costs. Accordingly, as of ~~March 31,~~June 30, 2014, the aggregate fair value (after agreed reductions) of the assets supporting the GIC business exceeded the aggregate principal amount of all outstanding GICs and certain other business and hedging costs of the GIC business. Therefore, no posting of collateral was required under the credit support annex applicable to the primary put contract. Under the terms of that credit support annex, the collateral posting is recalculated on a weekly basis according to the formula set forth in the credit support annex, and a collateral posting is required whenever the collateralization levels tested by the formula are not satisfied, subject to a threshold of $5 million.

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To provide additional support, Dexia affiliates provide liquidity commitments to lend against the FSAM assets, generally until the GICs have been paid in full. The liquidity commitments comprise:

an amended and restated revolving credit agreement (the “Liquidity Facility”) pursuant to which Dexia Crédit Local S.A. commits to provide funds to FSAM. As a result of agreed reductions and GIC amortization as of ~~March 31,~~June 30, 2014 the commitments totaled ~~$3.8~~$3.7 billion of (which approximately $1.3 billion was drawn), and

a master repurchase agreement (the “Repurchase Facility Agreement” and, together with the Liquidity Facility, the “Guaranteed Liquidity Facilities”) pursuant to which Dexia Crédit Local S.A. will provide up to $3.5 billion of funds in exchange for the transfer by FSAM to Dexia Crédit Local S.A. of FSAM securities that are not eligible to satisfy collateralization obligations of the GIC Issuers under the GICs. As of ~~March 31,~~June 30, 2014, no amounts were outstanding under the Repurchase Facility Agreement.

Despite the execution of the Non-Guaranteed Put Contract and the Guaranteed Liquidity Facilities, and the significant portion of FSAM assets comprised of highly liquid securities backed by the full faith and credit of the United States, AGM remains subject to the risk that Dexia SA and its affiliates may not make payments or securities available (i) on a timely basis, which is referred to as “liquidity risk,” or (ii) at all, which is referred to as “credit risk,” because of the risk of default. Even if the Dexia entities have sufficient assets to pay all amounts when due, concerns regarding Dexia’s financial condition or willingness to comply with their obligations could cause one or more rating agencies to view negatively the ability or willingness of Dexia SA and its affiliates to perform under their various agreements and could negatively affect AGM’s ratings.

If Dexia SA or its affiliates do not fulfill the contractual obligations, the GIC issuers may not have the financial ability to pay upon the withdrawal of GIC funds or post collateral or make other payments in respect of the GICs, thereby resulting in claims upon the AGM financial guaranty insurance policies. If AGM is required to pay a claim due to a failure of the GIC issuers to pay amounts in respect of the GICs, AGM is subject to the risk that the GICs will not be paid from funds received from Dexia SA and its affiliates before it is required to make payment under its financial guaranty policies or that it will not receive the guaranty payment at all.

One situation in which AGM may be required to pay claims in respect of AGMH's former financial products business if Dexia SA and its affiliates do not comply with their obligations is following a downgrade of the financial strength rating of AGM. Most of the GICs insured by AGM allow for the withdrawal of GIC funds in the event of a downgrade of AGM, unless the relevant GIC issuer posts collateral or otherwise enhances its credit. Most GICs insured by AGM allow for the termination of the GIC contract and a withdrawal of GIC funds at the option of the GIC holder in the event of a downgrade of AGM below a specified threshold, generally below A- by S&P or A3 by Moody's, 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. There are expected to be sufficient eligible and liquid assets within the GIC business to satisfy any withdrawal and collateral posting obligations that would be expected to arise as a result of potential future rating action affecting AGM.

The Medium Term Notes Business

In connection with the acquisition of AGMH, Dexia Crédit Local S.A. agreed to fund, on behalf of AGM, ~~and Assured Guaranty (Bermuda) Ltd. ("AGBM"),~~ 100% of all policy claims made under financial guaranty insurance policies issued by AGM ~~and AGBM~~ in relation to the medium term notes issuance program of FSA Global Funding Limited. Such agreement is set out in a Separation Agreement, dated as of July 1, 2009, between Dexia Crédit Local S.A., AGM, ~~AGBM,~~ FSA Global Funding and Premier International Funding Co., and in a funding guaranty and a reimbursement guaranty that Dexia Crédit Local S.A. issued for the benefit of ~~AGM and AGBM.~~AGM. Under the funding guaranty, Dexia Crédit Local S.A. guarantees to pay to or on behalf of AGM ~~or AGBM~~ amounts equal to the payments required to be made under policies issued by AGM ~~or AGBM~~ relating to the medium term notes business. Under the reimbursement guaranty, Dexia Crédit Local S.A. guarantees to pay reimbursement amounts to AGM ~~or AGBM~~ for payments they make following a claim for payment under an obligation insured by a policy they have issued. Notwithstanding Dexia Crédit Local S.A.’s obligation to fund 100% of all policy claims under those policies, AGM ~~and AGBM have~~has a separate obligation to remit to Dexia Crédit Local S.A. a certain percentage (ranging from 0% to 25%) of those policy claims. AGM, the Company and related parties are also protected against losses arising out of or as a result of the medium term note business through an indemnification agreement with Dexia Crédit Local S.A. As of ~~March 31,~~June 30, 2014, FSA Global Funding Limited had approximately ~~$1.5~~$1.3 billion of medium term notes outstanding.

~~Leveraged Lease Business~~

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Leveraged Lease Business

Under the Strip Coverage Facility entered into in connection with the acquisition of AGMH, Dexia Credit Local (NY) agreed to make loans to AGM to finance all draws made by lessors on certain AGM strip policies issued in connection with the leveraged lease business. AGM may request advances under the Strip Coverage Facility without any explicit limit on the number of loan requests, provided that the aggregate principal amount of loans outstanding as of any date may not initially exceed the commitment amount. The leveraged lease business, the AGM strip policies and the Strip Coverage Facility are described further under “Commitments and Contingencies—Recourse Credit Facility" above.


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for an updated sensitivity analysis for credit derivatives and expected losses on contracts accounted for as insurance. There were no material changes in market risk since December 31, 2013.


ITEM 4.	CONTROLS AND PROCEDURES

Assured Guaranty’s management, with the participation of AGL’s President and Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities~~ Exchange ~~Act of 1934, as amended (“Exchange Act”))~~Act) that are effective in recording, processing, summarizing and reporting, within the time periods specified in the Commission’s rules and forms, information required to be disclosed by AGL in the reports that it files or submits under the Exchange Act and ensuring that such information is accumulated and communicated to management, including the President and Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Management of the Company, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of ~~March 31,~~June 30, 2014. Based on their evaluation as of ~~March 31,~~June 30, 2014 covered by this Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective.

There have been no changes in the Company’s internal controls over financial reporting during the Company’s quarter ended ~~March 31,~~June 30, 2014, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.


PART II.	OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

The Company is subject to legal proceedings and claims, as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2013. There have been no material developments to such proceedings during the ~~three~~six months ended ~~March 31,~~June 30, 2014. Information about the Company's legal proceedings can also be found in Note 14, Commitments and Contingencies – Legal Proceedings.


ITEM 1A.	RISK FACTORS

Please refer to “Risk Factors" under Part I, “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. There have been no material changes to the risk factors disclosed in such Annual Report on Form 10-K during the ~~three~~six months ended ~~March 31,~~June 30, 2014.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer’s Purchases of Equity Securities

The following table reflects purchases of AGL common shares made by the Company during ~~First~~Second Quarter 2014.

~~142~~164

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Period
Total
Number of
Shares
Purchased

Average
Price Paid
Per Share

Total Number of
Shares Purchased as
Part of Publicly
Announced Program (1)

Maximum Number (or Approximate Dollar Value)
of Shares that
May Yet Be
Purchased
Under the Program(2)
January 1 - January 31 —
$ —
—
$ 400,000,000
February 1 - February 28 —
$ —
—
$ 400,000,000
March 1 - March 31 1,350,443
$ 25.92
1,350,443
$ 365,000,021
Total 1,350,443
$ 25.92
1,350,443



Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program (1)	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Program(2)
April 1 - April 30	1,626,742	$	24.59	1,626,742	$	325,000,033
May 1 - May 31	1,750,100	$	24.86	1,750,100	$	281,499,762
June 1 - June 30	3,675,000	$	25.51	3,675,000	$	187,735,304
Total	7,051,842	$	25.14	7,051,842

____________________

(1)

On November 11, 2013, the Company's share repurchase authorization of $400 million replaced the prior authorization. After giving effect to repurchases through the filing date, the Company had repurchased in 2014 a total of 14.1 million common shares for approximately $345 million, excluding commissions, at an average price of $24.49 per share. On August 6, 2014, the Company's board of directors approved an incremental $400 million share repurchase authorization.


(2)	Excludes commissions.


ITEM 6.	EXHIBITS.

See Exhibit Index for a list of exhibits filed with this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.



	ASSURED GUARANTY LTD. (Registrant)

Dated ~~May 9,~~August 8, 2014	By:	/s/ ROBERT A. BAILENSON

		Robert A. Bailenson Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer)

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EXHIBIT INDEX



Exhibit Number			Description of Document
10.1			Director Compensation Summary*Guaranty by Assured Guaranty Re Ltd. in favor of Assured Guaranty Re Overseas Ltd., amended and restated as of May 1, 2014
10.2			2014 Form of Executive Restricted Stock Unit Agreement under Assured Guaranty Ltd. 2004 Long-Term Incentive ~~Plan, as amended~~Plan*
10.3			2014 Form of Executive Performance-Based Restricted Stock Unit Agreement under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan*
10.4			Terms of Performance Retention Award Four Year Installment Vesting Granted on February 5, 2014 for Participants Subject to $1 million Limit*
10.5			2014 Restricted Stock Agreement for Outside Directors under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan*
10.6			First Amendment to Amended and ~~restated~~Restated Strip Coverage Liquidity and Security Agreement, dated as of ~~May 7, 2009~~June 30, 2014, between Assured Guaranty Municipal Corp. and as amended through the Third Amendment*Dexia Crédit Local S.A.
31.1			Certification of CEO Pursuant to Exchange Act Rules 13A-14 and 15D-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2			Certification of CFO Pursuant to Exchange Act Rules 13A-14 and 15D-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1			Certification of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
32.2			Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.1			The following financial information from Assured Guaranty Ltd.’s Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~June 30, 2014 formatted in XBRL: (i) Consolidated Balance Sheets at ~~March 31,~~June 30, 2014 and December 31, 2013; (ii) Consolidated Statements of Operations for the Three and Six Months ended ~~March 31,~~June 30, 2014 and 2013; (iii) Consolidated Statements of Comprehensive Income for the Three and Six Months ended ~~March 31,~~June 30, 2014 and 2013 (iv) Consolidated Statement of Shareholders’ Equity for the ~~Three~~Six Months ended ~~March 31,~~June 30, 2014; (v) Consolidated Statements of Cash Flows for the ~~Three~~Six Months ended ~~March 31,~~June 30, 2014 and 2013; and (vi) Notes to Consolidated Financial Statements.

* Management contract or compensatory plan

~~145~~167



	Estimated BIG Net Par Amortization		Estimated BIG Net Debt Service Amortization
	(in millions)
2014 (April 1 - June 30)	$	—	$	64
2014 (July 1 - September 30)	254		315
2014 (October 1 - December 31)	—		61
2015	364		601
2016	289		509
2017	208		415
2018	159		358
2019-2023	884		1,718
2024-2028	937		1,566
2029-2033	697		1,125
After 2033	1,281		1,574
Total	$	5,073	$	8,306



	Estimated BIG Net Par Amortization		Estimated BIG Ending Net Par Outstanding		Estimated BIG Net Debt Service Amortization		Estimated BIG Ending Net Debt Service Outstanding
	(in millions)
2014 (as of March 31)			$	5,073			$	8,306
2014 (April 1 – June 30)	$	—	5,073		$	64	8,242
2014 (July 1 – September 30)	254		4,819		315		7,927
2014 (October 1 – December 31)	—		4,819		61		7,866
2015	364		4,455		601		7,265
2016	289		4,166		509		6,756
2017	208		3,958		415		6,341
2018	159		3,799		358		5,983

2014-2018	1,274		3,799		2,323		5,983
2019-2023	884		2,915		1,718		4,265
2024-2028	937		1,978		1,566		2,699
2029-2033	697		1,281		1,125		1,574
After 2033	1,281		—		1,574		—
Total	$	5,073			$	8,306