Good day, and welcome to the Assured Guaranty Ltd. Third Quarter 2013 Earnings Conference Call. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Mr. Robert Tucker, Managing Director, Investor Relations. Please go ahead, sir.

Thank you, operator. Good morning, and thank you for joining Assured Guaranty for our third quarter 2013 financial results conference call. Today's presentation is made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. The presentation may contain forward-looking statements about our new business and credit outlooks, market conditions, credit spreads, financial ratings, loss reserves, financial results, future rep and warranty settlement agreements or other items that may affect our future results. These statements are subject to change due to new information or future events. Therefore, you should not place undue reliance on them, as we do not undertake any obligation to publicly update or revise them, except as required by law. If you are listening to the replay of this call or if you're reading the transcript of the call, please note that our statements made today may have been updated since this call. Please refer to the Investor Information section of our website for our recent presentations, SEC filings, most current financial filings and for the risk factors. And turning to the presentation, our speakers today are Dominic Frederico, President and Chief Executive Officer of Assured Guaranty Ltd.; and Rob Bailenson, our Chief Financial Officer. After their remarks, we'll open the call to your questions. [Operator Instructions] I will now turn the call over to Dominic.

Thank you, Robert, and thank you, everyone, for joining today's call. I'm pleased to say that we've concluded another quarter of successful execution of our strategic objectives. One of those objectives has been more efficient capital management. And in connection with that today, I can announce that we completed an important step to improve our ability to manage capital and risk within the Assured Guaranty Group. Last week, our Board of Directors held its first quarterly meeting ever in the United Kingdom. We have a long-standing business presence dating back to the 1980s. This event signifies that while AGL will continue to be a Bermuda Company with its administrative and head office functions remaining in Bermuda, it is now, as evidenced by our recent board meeting, tax resident in the United Kingdom and will be subject to applicable U.K. tax rules, including the benefits afforded by U.K. tax treaties. This is clearly an important step in our strategic planning, and recognizes the continuing development and evolution of Assured Guaranty in addressing its future opportunities. Turning to our other objectives. We completed another profitable quarter. Since our 2004 IPO, we have consistently produced positive operating earnings each quarter, a record that has held up through the worst of the financial crisis and through this quarter in 2013. We've achieved our solid results by consistently focusing on our strategic priorities, which include the alternative strategies we have used to offset the impact of the challenging market conditions for the last few years. Regarding our capital improvement and loss mitigation strategies, during the quarter, we agreed to terminate $1 billion of net par outstanding on policies related to 7 transactions. And we purchased over $125 million of wrapped bonds at 60% of par. Both of these activities served to reduce risk, increase capital…

Thank you, Dominic, and good morning to everyone on the call. I'd like to begin with the new $400 million share repurchase authorization that Dominic just mentioned. We expect the repurchases to be made over time at management discretion and subject to the amount of free cash flow available at the holding company, market conditions, the company's capital position, legal requirements and other factors. The company's current business plan calls for capital being available at AGL over the course of 2014. As of September 30, 2013, we had approximately $255 million of unencumbered assets at AG Re, which has historically been the primary source of cash for the holding company, and cash and liquid investments at AGL and the U.S. holding companies totaling $270 million. Tuning to operating income. In the third quarter of 2013, operating income was $117 million. This brings our year-to-date operating income to $475 million, a 35% increase over the 9-month period ended September 30, 2012. On a per-share basis, operating income was $0.64 for the third quarter of 2013 and $2.51 on a year-to-date basis. While our net earnings premiums declined, we continued to recognize the positive effects of our loss mitigation efforts. This was reflected in our favorable economic loss development of $22 million, which was due principally to improve delinquencies trends in the second lien exposures in the RMBS portfolio where we transferred servicing into higher R&W benefit attributable to recent developments with some of our counterparties. However, some of this benefit was offset by loss development on certain first lien transactions and developments with respective to municipal bankruptcy. The decline in third quarter 2013 net earned premium was due both to the scheduled amortization of net par outstanding and lower accelerations from refundings and terminations. These vary from period-to-period and are a…

[Operator Instructions] We have a question from Sean Dargan from Macquarie.

Just as we think about modeling out potential extraordinary dividends out of the operating companies, when I look at Slide 31 on the equity presentation, as RMBS exposure runs off, where will see the impact of that? So in other words, there should be more capital, I assume, on your statutory balance sheet? Does that show up on policyholders' surplus or contingency reserve?

Well, remember, as RMBS capital runs off, you won't see more capital per se. You'll see more excess capital as we look at our requirements coming principally out of the rating agency. So line capital doesn't go up, but the fact that we should have greater capital adequacy because those exposures, either run off or become subject to settlement, should reduce the capital charges that we see from Moody's and S&P. Therefore, that would create additional excess capital. Our dividend is always going to be limited to the statutory rules regarding the amount of dividends that can be paid from the operating companies to the holding company, and therefore, they're from the holding company or the parent company. That's excluding any extraordinary dividends. And as Rob said, we'll look at our dividends based on a lot of things at the moment, including market conditions, capital adequacy as respects both bondholders and rating agencies, so that's going to be a fluid process.

All right. Got it. And as you -- I presume we'll ask for extraordinary dividends at some point. Can you just walk us through how that conversation goes? I mean, I assume Benjamin Lawsky reads the reports about Puerto Rico and, perhaps, the regulators are nervous about allowing capital to leave their regulated entities when there might be claims to be paid further down the line. Can you just tell us how you're approaching those negotiations?

Well, anything where you go in and ask for something that's not a part of the normal operations, I'll give an example. Last year, we went in and asked for the release of contingency reserves. So as a part of that, we make an application, relative to the subject matter, we send it to the applicable people at the department that handle Assured Guaranty. They typically come back with a host of questions. They normally call for a meeting. We go in, make our presentation at the meeting, they follow with a few more questions, and then they'll ultimately make the decision based on the merit of the facts and all the information that was provided to them. So anything in that regard in any capacity, further contingency reserve releases, excess, extraordinary dividends, they go through that same process.

Our next question is from Bill Clark from KBW. William Clark - Keefe, Bruyette, & Woods, Inc., Research Division: Just one question. So you successfully mitigated some of the tax impact on the U.S. subs to the Bermuda holding company. Did that cause any kind of impact on the tax that will be applicable to dividends from the Bermuda reinsurance company up to the holding company, which used to be a 0%? Or is that still expected to be a 0?

That has no impact on Bermuda's dividend up to AGL. It will be 0.

Our next question is from Geoffrey Dunn from Dowling & Partners. Geoffrey M. Dunn - Dowling & Partners Securities, LLC: Dominic, I'm going to be more specific here. Based on how things stand today and the runoff and rating agency assessments, in 2014, do you think you can maximize your regular dividends? And do you think it's warranted to request a special?

Geoff, as you know, part of our challenge of strategic management is we have 2 areas that we have to look to relative to our capital adequacy. And obviously, that which is available to us relative to capital returns from our existing statutory rules and regulations. And then two, what is required to be held relative to us maintaining the highest ratings that are available to us, which is still the goal of the company. You know the second or the latter part is a moving target. And as we get very comfortable on where that target exists, and as we see the benefits of, we believe, has been significant improvement in the portfolio, and I will point you to our below-investment-grade credits that are now sub-$20 billion, in the old days of BIG credits were anywhere between 1% and 3% of the portfolio, we're getting closer to almost normalcy. And we hope in '14, with further improvement in RMBS and a few more of our loss-sharing deals, as well as continued runoff of the structure, we'll get to that level. And there's a big credit changes in BIG that we see happening in the fourth quarter. Obviously, Stockton, Harrisburg, Jeff Co won't come out of BIG, and there are some other terminations that we've done that we haven't announced, we could have a material impact once again. But that, to me, is the more relevant factor. We've got to really be able to tell the market and convince the market that we are absolutely strong, financially stable, can maintain ratings, can be available to provide additional guarantees, and then use that as the assessment of the capital when and where we see fit. Geoffrey M. Dunn - Dowling & Partners Securities, LLC: Okay. And then just a couple points of clarification. Rob, did you indicate $217 million at the holdco as of third quarter?

That was a combination of the U.S. holdco and the Bermuda holding company as well, Geoff. Geoffrey M. Dunn - Dowling & Partners Securities, LLC: What is specifically in Bermuda?

$255 million in Bermuda. And the difference is in the holding company. Geoffrey M. Dunn - Dowling & Partners Securities, LLC: Okay, so $255 million is what's in AG Re, right? That's available?

Sorry. $255 million in AG Re. You were talking about that. Hold on one second. Geoffrey M. Dunn - Dowling & Partners Securities, LLC: Yes, what's that limited right now?

It's $130 million at AG U.S. holdings and about $32 million at AGL. Geoffrey M. Dunn - Dowling & Partners Securities, LLC: Okay. And then last question. For the muni development in the quarter, was that a true-up related to the Stockton settlement? Or can you give us any detail on what specific credits drove the addition?

The addition to expected loss to be paid? Geoffrey M. Dunn - Dowling & Partners Securities, LLC: Right.

Yes, well, this took me a while. So let me see if I can take a stab at it, then I'll give it to Rob. So remember, we booked reserves as we see credits experience trouble and there's a probabilty of loss, which goes into our loss reserve model. Those reserves that are held and because of the way GAAP works, and we're trying to give you these economics schedules to really give you a good indication of where loss activity is, we then post subrogation in certain areas like we did it in residential mortgage area. So we take the benefit of what we think our proceeds are going to be received back from us. The increase in the expected losses to be paid has nothing to do with increase losses. It had everything to do with the subrogation that we had carried as a credit, we actually received bonds so they're now over in our investment portfolio. So it's really the removal of the creditor or the negative loss reserve and the total expected loss to be paid that cause the increase. There were some additions to reserves related to the bankruptcies, as we look at our LAE and some other issues, to make sure we believe those things are booked at an ultimate level based on current circumstances. But the big number is the fact that the subrogation actually got realized in the form of bonds. Geoffrey M. Dunn - Dowling & Partners Securities, LLC: All right, I'm going to have to follow up on this one.

Yes. It's not easy. It's not intuitive. It's not -- it's really the fact that the negative subrogation we actually received in the bonds.

It's as you receive the bonds, you have more expected losses.

So debit assets, credit the credit in the reserve, right? And that's why the reserve goes up.

[Operator Instructions] Our next question comes from Brian Meredith from UBS.

A couple questions here for you all. The first one, just curious, of the $217 million of liquidity you have at the holding companies, how much do you want to keep at the holding companies for liquidity purposes, like interest and that kind of stuff? Is there kind of a general rule that you think about, Rob and Dominic?

Yes, we generally keep a 6-month cushion for our interest cost at the U.S. holding company, and about 2 quarters of equity dividends at the ultimate parent holding company.

In fact that holding company, remember that the operating subs, we have to, for the sake of argument in AG Re, keep a further cushion because of marked-to-market movements that would affect the collateralization of their -- or the assets in the collateral accounts. So remember, as interest rates move, we either have to post more or have some relief of. So there's another cushion in there to protect that, as well as any posting notices that we get from the reinsurance in the Bermuda company from the ceding companies as they post reserves. So Bermuda, the AG Re has all the higher, another level of redundancy of free assets just in light of the fact that market movements and collateral posting requirements.

Okay. And then second one, Dominic, I'm just curious, now that most of these R&D assets are kind of behind you, you've got maybe some more putbacks and stuff. As you look forward here, operating return equity, what do you think kind of the run rate operating ROE of the company is at this point?

Well, I think that's a multipronged question, right, Brian? Obviously, with new regulation kind of being posted around the world and the related increase in capital requirements, I think the paradigm for returns to the financial services business is different, right? And I would say the benchmark today might be 10%, no longer 15%. And especially with yields in the portfolio putting further pressure on that. Our goal is to achieve that, but obviously, we've got to look at it over a longer horizon because as you know and we know, we've talked about it a lot of times, we are in this excess capital position. And we've always said, as an official manager of capital, to the extent that we can't just file a return on it, then it has to be used in the best way to benefit our shareholders. So we're -- it's not going to be solved overnight but obviously, we've made a lot of improvement or a lot of advancement in being able to further realize exactly what we have to do from a process point of view, from a strategic point of view in delivering that level of return to our shareholders.

Okay. So basically, you said -- your point is, if you can get to the optimum capital level, that's 10%?

That's capital based. We got to get to the right leverage base and the right capital base.

Our next question is from Parker Lewis from Hayman Capital.

This is actually Brandon Osmon from Hayman Capital. But we're s just hoping to get a little more detail on how a potential downgrade of Puerto Rico might impact the timing of share repurchases, if at all?

Good question. If you go back, I don't know how many weeks; time tends to fly in this place. But S&P put out a little blurb on Puerto Rico basically saying, they believe it was a nonevent for the financial guarantors. And they actually worked through some numbers for both us and the other guarantors in the industry to say, if it is downgraded, what is that capital cost and therefore, the capital cost was not going to be significant, therefore, it shouldn't have any impact on the rating. So following that same logic, it shouldn't have any impact on our share buyback. And I would refer you to the S&P article because it is does a pretty good job of laying it out for each of us.

Our next question is from Larry Vitale from Moore Capital.

I've have a few questions. The unencumbered assets fell from, was it $280 million at July 31 to $255 million at the end of September. Can you walk us through why those would have gone down?

Well, remember, Larry, it's a function of what's required to be held from AGC and AGM and also for other reinsurers like Ambac and FGIC. In addition to which, we've also paid dividends from that company up to the holding company to pay for our equity dividend. So those are the primary drivers why it would go down.

Okay. And last quarter, I believe it was -- you talked about the agreement you reached with both Maryland and New York to take back contingency reserves. And presumably, that was going to free up or unencumber assets at AG Re, if I understood it correctly. Can you just bring us up to date on where all that stands?

Well, it did free up encumbered assets at AG Re. We did that last quarter. And we expect in July or the end of June of this year, to have another -- we're up, I think, around $250 million freed up as the second part of that recapture. And then the last part of that recapture will be freed up in the next June in 2015.

So June of '14, $250 million gets freed up, and then June of '15, another $250 million?

No, June of '15 is going to be at AG Re. First, though, another thing that you should know is that AG Re is no longer required to post additional contingency reserves. And in the -- in 2015, the amount that we've recaptured is approximately $81 million.

Okay, so that's just the stub?

Yes. And all that is hardwired. It's been approved by the regulator. They just want to relook at it every June.

Larry remember, when they gave us the agreement, that conceptually they agreed with the release conceptually, and they also agreed to no longer constitute the contingency reserves in Bermuda. They set the release schedule on a 3-year schedule, they released 50% of it upfront, another 2/6 and then 1/6?

No. It was 1/3, 1/2 and 1/6.

Okay, I had the right percentages in the wrong order, 1/3, 1/2, 1/6 over the 3 years. But we had to go to them and request the previously agreed amount release. And as Rob said, July of next year and July after -- the July of next year is the big one. And we believe, without anything extraordinary happening, that approval should be given. And then in '15, you get the remaining 6.

Okay, all right, that's all helpful. One other question. Did the changes to the way you guys defined below investment grade this quarter, you lay it out, it's pretty clear. And it resulted in, what was it, about $1.5 billion in lower -- below investment grade exposure. Did that free up capital on the S&P model?

No, because remember that's our rating, not their rating. Their rating is going to be based exactly as we said on their depression model and whatever the ratings that S&P have. Obviously, what's more important to their rating is the runoff of the structure and the continued rep and warranty settlements.

And the terminations have a significant impact.

Right. Okay. And then finally, and this is just a formality, but I want to hear you guys say it. Presumably, the IRS and HM Revenue in the U.K. and all of those and the tax authority in Bermuda, all those tax authorities are okay with your redomiciling of your tax residency?

Larry, we've gone through, I think, a very, very complete process. We've talked to the regulators in all jurisdictions to get agreement. We spent a lot of time with the HRMC -- in HMRC in the U.K. Obviously, we feel very comfortable with the position that we've picked.

The next question is from Josh Bederman from Pyrrho Capital.

Just a one quick one. Any update on anything with Crédit Suisse?

As hard it is to believe, Josh, and thanks for answering the call. With, as we now say, we're up to 6 settlements this year in rep and warranties, and you can imagine it's getting a lot easier conversation to have. Our phone has still not rung from our friends at Crédit Suisse. And especially relative to the refiling of our complaint to include fraud now. And if you had noticed, the nature of these beasts, right, the monolines have done a lot of the work in terms of the research, investigation and filing the litigation. And the government comes in and basically reads our litigation complaints and then files the same one, except they're the government, so they get a lot faster answer. We think this -- it surprises us that we're still not engaged in an active negotiation. I think the fraud refiling of the complaint that was made would get my attention, because I think these things are going in a very one way and, obviously, it's in our favor. But to the extent, we have 6 done this year, which even surprises me. From the standpoint of the objective we set at the beginning the year, they're not one of them.

So what's the next kind of step in this process? The government reading your complaints. Like what do we kind of expect to happen next?

Well, we're going to DEFCON 4, so we're ready to fire. We fired the fraud complaint. Obviously, that's going to take its course through the court system. It's New York State Court, so we can expect a couple of birthdays before we finally get into the court room. But obviously, we are in great position vis-à-vis the finance strength of the company, capital adequacy, continued settlements, improvement in the RMBS experience. And I want to point out, a lot of that is based on our whole strategy around special servicing and special servicing agreements and a tremendous impact on the current quarter, as we see real improvement on the second lien risk that we transferred to our special servicers. Once again, give us some credit for being able to pick ways that we can continue to benefit this company, while the market still stays pretty cold relative to financial guaranty, related more to interest rates and economic activity. So we're seeing all sorts of benefits coming out of this thing. And -- don't know what that says, Bob, sorry, I've got a note penned but I couldn't read the scribble. Anyway, so I think we're looking at other things that are also very positive in that regard. And we think that, that these things are resolving themselves. And as you can see, even in the general market, there's been more cases brought, more settlements achieved. So I think this is an area that will continue to provide benefit to us.

We have a follow-up question from Larry Vitale from Moore Capital.

I just wanted to ask you guys to comment on your exposure and what you think might happen in Chicago? I guess they got downgraded the other day, by Fitch, I think it was, and also Illinois, more broadly. And then if you can just comment even more broadly than that, on how you see muni risks developing over the next couple of years? Because that seems to be what the market is focused on, right or wrong.

Well, I'm glad you put the right or wrong out there, Larry. As we look at Chicago, Chicago is very different than Detroit. You look at the economic activity in the city and one of the things that we look at very closely is population. And if look at the population in Chicago, it continues to increase, not decrease, so the taxable base continues to improve. Obviously, Chicago, much like a lot of other municipalities, still have that one big issue that needs to be addressed, which is the ongoing burden, that defined benefit-and-retirement-type program -- defined benefit pensions and retirement programs or vis-à-vis medical, continue to create a huge responsibility relative to the municipality and that has to be addressed. It has to be addressed in Chicago, it has to be addressed in Illinois. And obviously, it's more of a political, not an economic problem, and therefore, it's got to be solved through that process. We can only take comfort in the things that we see: number one, the majority of our Chicago exposures are to individual entities and not specifically related to the general obligations of the city; number two, as we looked at both Stockton, Harrisburg and Jefferson County, and Stockton probably the best case relative to pension obligations, there is a way for -- there is a way to work through this things. The nice thing is these are long-term problems, and therefore, have the ability to be addressed, if you have rational minds sitting at the table that are looking to create a solution. So we're more bullish on Chicago economically. Obviously, a very big concern relative to pension obligations, and we think that's part of the problem that exists, not only there, but in other places. And we believe that those things ultimately gets solved.

This will conclude our question-and-answer session. I would like to turn the conference back over to management for any closing remarks.

Thank you, operator. I'd like to thank everyone for joining us on today's call. If you have additional questions, please feel free to give us a call. Thank you very much.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect your lines.