S TATUTORY- B ASIS F INANCIAL S TATEMENTS Financial Guaranty Insurance Company March 31, 2015

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1 S TATUTORY- B ASIS F INANCIAL S TATEMENTS Financial Guaranty Insurance Company March 31, 2015

2 Statutory-Basis Financial Statements March 31, 2015 Statutory-Basis Financial Statements Contents Statutory-Basis Balance Sheets at March 31, 2015 and December 31, Statutory-Basis Statements of Operations and Changes in Surplus for the Three Months Ended March 31, 2015 and Statutory-Basis Statements of Cash Flows for the Three Months Ended March 31, 2015 and

3 Statutory-Basis Balance Sheets (Dollars in Thousands, Except Per Share Amounts) March 31, December 31, Admitted assets Bonds $ 2,019,093 $ 2,053,377 Common stock 26,221 24,816 Other invested assets 8,066 8,586 Receivable for securities sold 7, Short-term investments 217, ,345 Cash and cash equivalents 3,443 5,004 Total cash and invested assets 2,281,652 2,498,209 Accrued investment income 19,617 19,009 Other assets 1,614 1,518 Receivable from parent and subsidiaries Total admitted assets $ 2,303,699 $ 2,519,319 Liabilities and capital and surplus Liabilities: Losses $ 1,831,612 $ 2,018,840 Loss adjustment expenses 10,839 12,002 Unearned premiums 82, ,088 Contingency reserves 298, ,989 Accounts payable and accrued expenses 9,833 10,781 Federal and foreign income tax payable 4,197 3,219 Total liabilities 2,237,299 2,452,919 Capital and surplus: Common stock, par value $1,500 per share; 10,000 shares authorized, issued, and outstanding 15,000 15,000 Redeemable preferred stock, par value $1,000 per share; 3,000 shares authorized, issued and outstanding 300, ,000 Unassigned deficit (248,600) (248,600) Total capital and surplus 66,400 66,400 Total liabilities and capital and surplus $ 2,303,699 $ 2,519,319 See accompanying notes. 1

4 Statutory-Basis Statements of Operations and Changes in Surplus (Dollars in Thousands) Three Months Ended March 31, Premiums earned $ 41,396 $ 6,614 Loss reserve expense (45,090) (80,595) Loss adjustment reserve (expense) release (1,563) 5,709 Other underwriting expenses (7,251) (7,095) Ceding commission income Underwriting loss (12,479) (75,302) Net investment income 18,252 13,717 Net realized capital gains (losses), net of tax expense of $323 and $0 for the three months ended March 31, 2015 and 2014, respectively 1,290 (173) Net investment gain 19,542 13,544 Other income 10,668 59,323 Income (loss) before all other federal and foreign income taxes 17,731 (2,435) Federal and foreign income tax expense 3, Net income (loss) $ 13,807 $ (2,555) Capital and surplus Surplus as regards policyholders, beginning of period $ 66,400 $ 66,400 Net income (loss) 13,807 (2,555) Change in net unrealized capital gains 1,405 2,340 Change in foreign exchange adjustment (4,120) 2,420 Change in non-admitted assets (276) 20 Change in provision for reinsurance 11,070 Change in contingency reserve (10,816) (13,295) Surplus as regards policyholders, end of period $ 66,400 $ 66,400 See accompanying notes. 2

5 Statutory-Basis Statements of Cash Flows (Dollars in Thousands) Three Months Ended March 31, Operations Premiums collected, net of reinsurance $ 3,499 $ 3,450 Losses (paid) recovered, net (232,318) 314,309 Loss adjustment expenses paid, net (2,726) (6,838) Underwriting expenses paid (8,501) (4,208) Ceding commission received Net investment income received 20,288 15,331 Other income received 10,668 59,323 Federal and foreign income tax payments (3,269) (537) Net cash (used in) provided by operations (212,330) 380,895 Investment activities Proceeds from sales, maturities, or repayments of investments: Bonds and stocks 31,902 31,484 Other invested assets 520 7,221 Miscellaneous proceeds 3,417 Total investment proceeds 32,422 42,122 Cost of investments acquired: Bonds (157) (87,124) Miscellaneous applications (9,933) Total investments acquired (10,090) (87,124) Net cash provided by (used in) investment activities 22,332 (45,002) Financing and miscellaneous activities Adjustment for settlement amount receivable (584,000) Other cash applied (480) (4,753) Total financing and miscellaneous activities (480) (588,753) Net decrease in cash, cash equivalents and short-term investments (190,478) (252,860) Cash, cash equivalents and short-term investments: Beginning of period 411, ,838 End of period $ 220,871 $ 331,978 See accompanying notes. 3

6 1. Organization and Background Financial Guaranty Insurance Company (the Company or FGIC ), a New York stock insurance corporation, is a wholly owned subsidiary of FGIC Corporation ( FGIC Corp. ), a Delaware corporation which emerged from a proceeding under Chapter 11 of the United States Bankruptcy Code on April 19, FGIC previously issued financial guaranty insurance policies insuring public finance, structured finance and other obligations. FGIC is responsible for administering its outstanding policies in accordance with the Rehabilitation Plan (defined below), any NYSDFS Guidelines (defined below) and applicable law. The Company is no longer engaged in the business of writing new insurance policies. The Company s primary regulator is the New York State Department of Financial Services (the NYSDFS ). FGIC UK Limited ( FGIC UK ), a wholly owned United Kingdom insurance subsidiary of FGIC, previously issued financial guaranties covering public finance, structured finance and other obligations. FGIC UK, whose primary regulator is the UK Prudential Regulation Authority, is responsible for administering its outstanding guaranties in accordance with the terms and conditions of such guaranties and applicable law. FGIC UK is no longer engaged in the business of writing new financial guaranties. On June 28, 2012, the Supreme Court of the State of New York (the Rehabilitation Court ) issued an order pursuant to Article 74 of the New York Insurance Law (the NYIL ) placing FGIC in rehabilitation (the Rehabilitation Order ). The Rehabilitation Order (i) appointed the Superintendent of Financial Services of the State of New York as rehabilitator of FGIC (the Rehabilitator ), (ii) directed the Rehabilitator to take possession of the property and assets of FGIC and to conduct the business thereof, and (iii) directed the Rehabilitator to take steps towards the removal of the causes and conditions that made FGIC s rehabilitation proceeding (the Rehabilitation Proceeding ) necessary. FGIC consented to the commencement of the Rehabilitation Proceeding and, upon such commencement, the board of directors of FGIC resigned. The Rehabilitation Proceeding was styled as In the Matter of the Rehabilitation of Financial Guaranty Insurance Company, Index No /2012. On June 11, 2013, the Rehabilitation Court approved the First Amended Plan of Rehabilitation for FGIC, dated June 4, 2013, together with all exhibits and the plan supplement thereto (as the same may be amended from time to time, collectively, the "Rehabilitation Plan") in an order issued pursuant to Article 74 of the NYIL (the Approval Order ). The Rehabilitation Plan became effective on August 19, 2013 (the Effective Date ), whereupon FGIC s rehabilitation proceeding terminated and FGIC resumed possession of its property and conduct of its business subject to the limitations described in the Rehabilitation Plan. In the Approval Order, the Rehabilitation Court also, among other things, approved an initial cash payment percentage ( CPP ) of 17.25% subject to adjustment by the Rehabilitator in his sole discretion on or before 4

7 1. Organization and Background (continued) the Effective Date. By notice dated on the Effective Date, the Rehabilitator set the initial CPP at 17%. On the Effective Date, FGIC emerged from the Rehabilitation Proceeding as a solvent insurance company under the NYIL, with its policies restructured in a manner intended to ensure it remains solvent and the Rehabilitation Plan became the exclusive means for resolving and paying (i) all policy claims, whenever arising, (ii) all other claims arising during, or relating to, the period prior to the Effective Date and (iii) all equity interests in FGIC in existence as of the date of the Rehabilitation Order (June 28, 2012), in each case other than claims (including policy claims) paid in full by FGIC prior to the date of the Rehabilitation Order. Claims arising during or relating to the period on and after the Effective Date (other than policy claims) are not covered by the Rehabilitation Plan and will be resolved and paid by FGIC in the ordinary course of business. FGIC continues to be subject to oversight by the NYSDFS pursuant to the NYIL and the additional requirements set forth in the Rehabilitation Plan (including any guidelines the NYSDFS has or may issue to carry out the purposes and effects of the Rehabilitation Plan ( NYSDFS Guidelines )). As of the Effective Date, any and all policies in force as of the Effective Date (except for certain policies that were novated on that date) were automatically modified by the Rehabilitation Plan. The Rehabilitation Plan, including the restructured policy terms attached to the Rehabilitation Plan as Exhibit B (the Restructured Policy Terms ), supersedes any and all provisions of each policy that are inconsistent with the Rehabilitation Plan. FGIC is responsible for administering, reviewing, verifying, reconciling, objecting to, compromising or otherwise resolving all claims (including policy claims) not resolved prior to the Effective Date, in each case in compliance with the Rehabilitation Plan and any applicable NYSDFS Guidelines. With respect to any policy claim permitted by FGIC, pursuant to the Rehabilitation Plan and the applicable policy (as modified by the Rehabilitation Plan), FGIC is obligated to pay in cash to the applicable policy payee only an upfront amount equal to the product of the then-existing CPP and the amount of such permitted policy claim (subject to any setoff rights FGIC may have). The portion of such permitted policy claim not paid or deemed to be paid by FGIC generally comprises a deferred payment obligation ( DPO ) with respect to the applicable policy. The DPO with respect to any policy generally represents the aggregate amount of all permitted policy claims under such policy minus the aggregate amount paid, or deemed to be paid, in cash by FGIC with respect to such policy (other than DPO Accretion, defined below) from and after the Effective Date, subject to further adjustments as provided in the Rehabilitation Plan. From and after the Effective Date, each policy with an outstanding DPO accrues an amount ( DPO Accretion ) based on such DPO (using the balance then applicable pursuant to the Rehabilitation Plan) at a rate of 3% per annum on a daily basis on the basis of a 365-day year. All DPO 5

8 1. Organization and Background (continued) Accretion is calculated on a simple basis, and no DPO Accretion is added to the amount of any DPO. The DPO for any policy and any related DPO Accretion shall only be payable by FGIC when, if and to the extent provided in the Restructured Policy Terms and the Rehabilitation Plan. In the absence of an upward adjustment of the CPP, FGIC shall have no obligation to pay any portion of any DPO or DPO Accretion. FGIC is required to re-evaluate the CPP (at least annually) pursuant to the procedures set forth in the Restructured Policy Terms to determine whether the CPP should remain the same or be adjusted upward or downward (each, a CPP Revaluation ). All CPP Revaluations require review and approval by the board of directors of FGIC, and any change in the CPP (among other things) requires the approval of the NYSDFS. In October 2014, the NYSDFS approved an upward adjustment of the CPP to 21%. The percentage of permitted policy claims that FGIC ultimately pays in cash in accordance with the Rehabilitation Plan, and the timing of any such payments, are subject to various factors and the outcome of future events, including the performance of FGIC s insured and investment portfolios and the results of FGIC s litigation and other loss mitigation efforts, and no assurance can be given with respect to the amount of any such percentage or the timing of any such payments. Based on the magnitude of FGIC s accrued and projected policy claims, while the CPP may further increase over time, FGIC expects to make payments in cash pursuant to the Rehabilitation Plan of only a fractional portion of its permitted policy claims and it does not expect to make any payments pursuant to the Rehabilitation Plan with respect to non-policy claims or equity interests. References to and descriptions of provisions of the Restructured Policy Terms, the Rehabilitation Plan (and related agreements) and orders of the Rehabilitation Court included in these financial statements are merely summaries thereof, and do not contain all information necessary to fully understand such provisions and orders. Please refer to the specific terms, requirements and conditions of the Restructured Policy Terms, the Rehabilitation Plan (and related agreements) and orders of the Rehabilitation Court for a full understanding thereof, which in all cases shall govern, rather than any summary description contained in these financial statements. 2. Significant Accounting Policies The accompanying financial statements of the Company have been prepared in conformity with statutory accounting practices prescribed or permitted by the NYSDFS as well as those accounting practices detailed in NYSDFS Guidelines, as described below ( SAP ). The preparation of financial statements in conformity with SAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the 6

9 2. Significant Accounting Policies (continued) accompanying notes. Actual results could differ from those estimates, and those differences could be material. Operating results for the three months ended March 31, 2015 are not necessarily indicative of results that may be expected for the year ending December 31, These unaudited interim financial statements should be read in conjunction with the audited Statutory-Basis Financial Statements for the year ended December 31, 2014, including the accompanying notes. The December 31, 2014 balance sheet was derived from audited financial statements, but does not include all disclosures required by SAP for annual periods. SAP differs in some respects from accounting principles generally accepted in the United States ( GAAP ). The effects of the variances from GAAP on the accompanying statutory-basis financial statements have not been determined for the three months ended March 31, 2015 and 2014, but are presumed to be material. Significant accounting policies and variances from GAAP, where applicable, are as follows: NYSDFS Guidelines Pursuant to the provisions of the Rehabilitation Plan, the NYSDFS has issued NYSDFS Guidelines that define certain accounting practices for FGIC for reporting periods ending on or after the Effective Date. In accordance with such NYSDFS Guidelines, for reporting periods ending on or after the Effective Date, FGIC records loss reserves at the applicable reporting date in an amount equal to the excess of (i) the amount of FGIC s admitted assets minus FGIC s minimum required statutory surplus to policyholders at the reporting date (the Minimum Surplus Amount, currently $66.4 million) over (ii) the sum of FGIC s statutory reserves excluding loss reserves (e.g., unearned premiums, contingency reserves, loss adjustment expense reserves) and other liabilities. In accordance with such NYSDFS Guidelines, the loss reserve amount comprises the total amount of (i) the sum, net of reinsurance, of (x) the total amount of all policy claims submitted to FGIC in accordance with the Rehabilitation Plan that are unpaid (excluding any portions of such policy claims that are being disputed by FGIC) and (y) the net present value of the total amount of all policy claims that the Company expects to receive in the future in accordance with the Rehabilitation Plan (using the prescribed statutory discount rate which is based on the average rate of return on FGIC s admitted assets) (such sum is referred to as the Claims Reserve ), (ii) the DPO for all policies at such reporting date and (iii) the DPO Accretion for all policies at such reporting date, minus an adjustment (the Policy Revision Adjustment ) in an amount that will permit FGIC to report a surplus to policyholders at such reporting date equal to the Minimum Surplus Amount (See also Note 6, Loss Reserves). 7

10 2. Significant Accounting Policies (continued) Investments Investments are valued in accordance with the requirements of the National Association of Insurance Commissioners ( NAIC ). Bonds with an NAIC designation of 1 or 2 determined by the Securities Valuation Office are stated at amortized cost, with premiums and discounts amortized to net income using the effective interest method over the remaining term of the securities. Bonds with an NAIC designation of 3 through 6 determined by the Securities Valuation Office are stated at the lower of amortized cost or fair value. Under GAAP, bonds are designated at purchase as either held-tomaturity, available-for-sale or trading. Held-to-maturity bonds are reported at amortized cost. Bonds designated as available-for-sale are reported at fair value with unrealized gains and losses reported in stockholders equity, net of tax. Bonds designated as trading are reported at fair value with unrealized gains and losses reported in net investment income. Under SAP, investments in subsidiary, controlled and affiliated entities are recorded based on the audited underlying equity adjusted to a statutory basis to the extent admissible under SSAP No. 97 and subject to applicable limitations under the NYIL. Under SAP, the reporting entity cannot admit as an asset the investment in a subsidiary, controlled or affiliated entity for which audited financial statements are not prepared. Changes in the values of subsidiary, controlled and affiliated entities are recorded as unrealized gains or losses and reported as a component of unassigned surplus. Under GAAP, subsidiary, controlled and affiliated entities meeting certain criteria are consolidated with the Company. Short-term investments, including Class 1 NAIC money market securities, are stated at amortized cost, which approximates fair value. Realized gains and losses on the sale of investments are determined based on the specific identification method and are reflected in the determination of net income (loss). All single class and multi-class mortgage-backed/asset-backed securities are valued at amortized cost using the interest method, including anticipated prepayments. Prepayment assumptions are obtained from dealer surveys or internal estimates and are based on the current interest rate and economic environment. All such securities are adjusted for the effects of changes in prepayment assumptions on the related accretion of discount or amortization of premium of such securities using the retrospective method. Investments (excluding investments in subsidiary, controlled or affiliated entities) that are determined to be other than temporarily impaired are reduced to realizable value, establishing a new cost basis, with a charge to realized loss at such date. The Company has determined that it 8

11 2. Significant Accounting Policies (continued) either has the intent to sell or it is more likely than not that it will be required to sell its bonds before recovery of their amortized cost basis. Therefore, all unrealized losses are recorded through earnings and the new cost basis is not adjusted for subsequent recoveries in fair value. Fair Value Measurements The Company discloses the fair value of its investments in bonds, other invested assets, shortterm investments and other financial instruments in accordance with Statement of Statutory Accounting Principles ( SSAP ) 100, Fair Value Measurements ( SSAP 100 ), which requires the use of a fair value hierarchy with the highest priority given to quoted prices in active markets. The general disclosure requirements are for those items measured and reported at fair value in the balance sheet. Securities that are reported at amortized cost, but for which amortized cost equals fair value (such as a bond with a recognized other-than-temporary impairment on the reporting date) would not be included in the disclosures. SSAP 100 also requires certain disclosures of fair value measurements and valuation techniques, where practicable to determine, for financial instruments not carried at fair value in the balance sheet. SSAP 100 does not require companies to distinguish between recurring and non-recurring fair value measurements, which is required under GAAP. Cash and Cash Equivalents The Company considers all bank deposits and all certificates of deposit with maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. In the event that a highly liquid security is determined to be impaired, the security is adjusted to fair value in accordance with NAIC regulations. Under GAAP, these securities are adjusted to fair value and included in cash and cash equivalents. Other Invested Assets FGIC has (i) purchased FGIC-insured securities and (ii) received securities or other non-cash assets (including units in the ResCap Liquidating Trust and the COPs Swaps Recovery (as defined in Note 6)), in each case in connection with its loss mitigation efforts. Realized gains or losses and other-than-temporary impairments ( OTTI ) on these securities are recorded in other income. Under SAP, these securities are carried at the lower of amortized cost or fair value as these securities have an NAIC designation of 3 through 6. Under GAAP, these securities are carried at fair value. Premium Revenue Recognition For SAP, premiums collected in a single payment at policy inception are earned in proportion to 9

12 2. Significant Accounting Policies (continued) the scheduled principal and interest payments over the legal lives of the insured bonds. Premiums collected periodically are reflected in income pro rata over the period covered by the premium payment. Under GAAP, premiums are earned in proportion to the amount of insurance protection provided over the expected life for homogeneous pools and over the legal life for non-homogeneous pools of policies. Ceded premiums are earned in a manner consistent with the underlying policies. Under SAP, the liability for unearned premiums is reflected net of reinsurance. Under GAAP, ceded unearned premiums are reported as an asset. When an obligation insured by the Company is refunded prior to the end of the expected policy coverage period, any remaining unearned premium is recognized at that time. A refunding occurs when an insured obligation is legally defeased. Non-admitted Assets Certain assets are charged directly against surplus, but are reflected as assets under GAAP. Such assets principally include prepaid expenses, property and equipment, and adjusted gross deferred tax assets. Ceded Balances Payable Reinsurance receivables are netted against ceded balances payable on the statutory-basis balance sheets. Under GAAP, reinsurance receivables are classified as an asset. Loss Reserves Loss reserves comprise the total amount of (i) the Claims Reserve, (ii) the DPO for all policies and (iii) the DPO Accretion for all policies, minus the Policy Revision Adjustment. The Policy Revision Adjustment is prescribed by NYSDFS Guidelines and reflects the reduction in the loss reserve components necessary to reflect a Minimum Surplus Amount of $66.4 million. (See NYSDFS Guidelines above). Under GAAP, unpaid losses are reported on a gross basis (i.e., before reinsurance), and are discounted based on the risk-free rate for the anticipated shortfall in excess of the related unearned premium revenue, and the Policy Revision Adjustment is not recognized. The Company s loss expenses are disclosed in Note 6, Loss Reserves. Claims Reserve The Claims Reserve is calculated on a policy-by-policy basis for insured obligations as the sum, net of reinsurance, of (x) the total amount of all policy claims submitted to FGIC in accordance with the Rehabilitation Plan that are unpaid as of the reporting date (excluding any portion of such policy claims that are being disputed by FGIC) and (y) the net present value of the total 10

13 2. Significant Accounting Policies (continued) amount of all policy claims the Company expects to receive in the future in accordance with the Rehabilitation Plan determined as of the reporting date. Permitted policy claims that have been paid (or deemed paid) by FGIC in accordance with the Rehabilitation Plan are not included in the Claims Reserve; the portions of such claims not paid or deemed paid in cash, however, are reflected in the DPO balance. The net present value of the total amount of all policy claims the Company expects to receive in the future is determined for each policy using internally developed cash flow projections or other methods for estimating losses and represents an estimate of the anticipated shortfall between (1) the insured payments of principal and interest due on the insured obligations and (2) the insured payments of principal and interest due on the insured obligations that are anticipated to be made by the issuer or other obligor of the insured obligations, including payments from the projected cash flows from, and proceeds to be received on, any collateral or other security supporting the insured obligation and/or other anticipated recoveries and/or premiums expected to be earned and/or collected in the future. DPO When FGIC pays (or is deemed to have paid) in cash the CPP of a permitted policy claim, the remaining unpaid balance of such permitted policy claim is added to the DPO under the related policy. If, as a result of any CPP Revaluation, the CPP is adjusted upward, FGIC is obligated to pay the applicable policy payee in respect of the DPO under each policy an amount determined in accordance with the Rehabilitation Plan, to true up the amounts of cash previously paid (or deemed to have been paid) by FGIC in respect of permitted policy claims paid at the prior CPP, which payment will reduce the DPO by an equal amount. DPO Accretion Under the Restructured Policy Terms, each policy with an outstanding DPO accrues DPO Accretion based on such DPO at a rate of 3% per annum (on a daily basis on the basis of a 365- day year). DPO Accretion is calculated using the DPO with respect to the applicable policy as of the preceding June 30 or, with respect to the first year in which there is a DPO under such policy and until the next June 30, the first day on or after the Effective Date on which the DPO exists (the First Payment Date ). DPO Accretion for any policy with a DPO commences on the First Payment Date for such policy and continues until such time (if ever) as the DPO for such policy is permanently reduced to zero. All DPO Accretion is calculated on a simple basis rather than a compound basis (i.e., no DPO Accretion accretes based on accumulated DPO Accretion). 11

14 2. Significant Accounting Policies (continued) No DPO Accretion is added to a DPO, but is recorded separately. If, as a result of any CPP Revaluation, the CPP is adjusted upward, FGIC will pay in cash to the applicable policy payee a portion of the DPO Accretion under each policy having a DPO, which will reduce the DPO Accretion balance. With respect to policies that have permitted policy claims with distribution or scheduled payment dates on or prior to August 19, 2013 (the Effective Date) that have been paid by FGIC, the DPO relating to such policy claims is deemed for purposes of DPO Accretion to exist as of August 19, 2013, and DPO Accretion accrues from and after that date. Loss Adjustment Expense Reserve A reserve for loss adjustment expense is recorded as a liability on the balance sheet. The loss adjustment expense reserve represents management s best estimate of the ultimate future net cost, determined using internally developed estimates, of the efforts involved in managing and mitigating existing and future policy claims. Such loss adjustment expense reserve is not subject to a Policy Revision Adjustment. The Company s loss adjustment expense reserve is disclosed in Note 7, Loss Adjustment Expense Reserves. Contingency Reserves Contingency reserves are computed on the basis of statutory requirements for the security of all policyholders, regardless of whether loss contingencies actually exist. The Company establishes contingency reserves in accordance with the NYIL, which is consistent with the requirements of SSAP 60, Financial Guaranty Insurance. Changes in the contingency reserve are charged directly to surplus. Under GAAP, contingency reserves are not required. During 2014, the Company was granted permission by the NYSDFS to decrease contingency reserves by $129.9 million. Federal Income Taxes Deferred tax assets and liabilities are recognized to reflect the tax impact attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using statutory tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled and are recorded as a component of surplus. Under SAP and GAAP, a valuation allowance is established for deferred tax assets that are not expected to be realized. Under SAP, a net deferred tax asset is subject to limitations and may be non-admitted. 12

15 2. Significant Accounting Policies (continued) Reinsurance A liability is recorded for uncollateralized amounts due from unauthorized reinsurers. Changes in this liability are charged or credited directly to unassigned surplus. Amounts due from unauthorized reinsurers that are secured by letters of credit or trust agreements are not included in this liability. Under GAAP, an allowance for amounts deemed uncollectible would be established through a charge to earnings. Ceded loss reserves are calculated as reductions of the related gross claims reserves rather than assets, as would be required under GAAP. Prospective losses are accounted for on a basis consistent with that used in accounting for the original policies issued, the terms of the reinsurance contracts, and the terms of the Rehabilitation Plan, which provides that payments are due in full from reinsurers with respect to any permitted policy claims covered by the reinsurance without regard to (i) the timing or amount of any cash payment made by FGIC on the underlying claims, (ii) the modification pursuant to the Rehabilitation Plan of FGIC s obligations to pay such permitted policy claims in cash or (iii) any language in the applicable reinsurance agreements that would contradict this result. The net claims reserve amount is reduced to give effect to such reinsurance. Ceded loss adjustment expense reserves and unearned premiums ceded to reinsurers have been reported as reductions of the related reserves rather than as assets, as would be required under GAAP. Prospective reinsurance premiums and loss adjustment expenses are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Consolidation The accounts and operations of the Company s subsidiaries are not consolidated with the accounts and operations of the Company, as would be required under GAAP. As part of its structured finance business, the Company insures debt obligations or certificates issued by special purpose entities. Under SAP, the Company does not consolidate the assets and liabilities of a variable interest entity ( VIE ). Under GAAP, the Company is required to consolidate the assets and liabilities of a VIE if the Company is determined to be the primary beneficiary because it directs the significant activities of and holds an economic interest in the entity. 13

16 2. Significant Accounting Policies (continued) Foreign Currency Translation The Company has foreign branches in the United Kingdom and France. The Company has determined that these are foreign operations with transactions in their respective local currencies, which are their functional currencies. Accordingly, the assets and liabilities of these foreign branches are translated into U.S. dollars at the rates of exchange existing at the balance sheet date, and the associated revenues and expenses are translated into U.S. dollars at the weighted average exchange rate for the period. These foreign exchange gains or losses are recorded as unrealized capital gains (losses) within capital and surplus under SAP and as other comprehensive income under GAAP. Statements of Cash Flow The statutory-basis statements of cash flow are presented in a specified format, which differs from the format prescribed under GAAP. Cash, cash equivalents, and short-term investments in the statements of cash flow represent cash balances and investments with initial maturities of one year or less. Under GAAP, the corresponding caption of cash and cash equivalents includes cash balances and investments with initial maturities of three months or less. Comprehensive Income Comprehensive income is not determined under SAP. Property and Equipment Property and equipment consists of office furniture, fixtures, computer equipment and software that are non-admitted assets under SAP. Under GAAP, these assets are reported at cost less accumulated depreciation. Reclassifications Certain 2014 amounts in the Company s statutory-basis financial statements have been reclassified to conform to the 2015 statutory-basis financial statement presentation. 3. Fair Value Measurements SSAP 100 specifies a fair value hierarchy 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 inputs reflect the Company s assumptions about market participants assumptions based on the best information available in 14

17 3. Fair Value Measurements (continued) the circumstances. The fair value hierarchy prioritizes model inputs into three broad levels: quoted prices for identical instruments in active markets are Level 1 inputs; quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 inputs; and model-driven valuations in which one or more significant inputs or significant value drivers are unobservable are Level 3 inputs. The Company did not report any securities at fair value on the balance sheets as of March 31, 2015 and Transfers among Levels 1, 2 and 3 are recognized at the end of the period when the transfer occurs. The Company reviews the classification of financial instruments in Levels 1, 2 and 3 quarterly to determine whether a transfer is necessary. The fair values of admitted investments in bonds, other invested assets and short-term investments by level are as follows: Level 1 Level 2 Level 3 Admitted Value (In Thousands) March 31, 2015 Bonds: Obligations of states and political subdivisions $ $ 840,915 $ $ 775,036 Asset-backed and mortgagebacked securities 566, ,777 U.S. Treasury securities and obligations of U.S. Government corporations and agencies 105,767 94,381 Debt securities issued by foreign governments 20,200 19,271 Corporate 619, ,628 Total bonds 2,152,966 2,019,093 Other invested assets 96,892 8,066 Short-term investments 217, ,428 Total $ $ 2,370,394 $ 96,892 $ 2,244,587 15

18 3. Fair Value Measurements (continued) Level 1 Level 2 Level 3 Admitted Value (In Thousands) December 31, 2014 Bonds: Obligations of states and political subdivisions $ $ 851,615 $ $ 787,056 Asset-backed and mortgagebacked securities 583, ,701 U.S. Treasury securities and obligations of U.S. Government corporations and agencies 104,716 94,924 Debt securities issued by foreign governments 21,558 20,659 Corporate 609, ,037 Total bonds 2,170,780 2,053,377 Other invested assets 117,987 8,586 Short-term investments 406, ,345 Total $ $ 2,577,125 $ 117,987 $ 2,468,308 There have been no transfers into or out of Level 3 during the period. 16

19 4. Investments The amortized cost and fair value of admitted investments in bonds, other invested assets and short-term investments are as follows: Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value (In Thousands) March 31, 2015 Obligations of states and political subdivisions $ 775,036 $ 65,879 $ $ 840,915 Asset-backed and mortgagebacked securities 540,777 26, ,830 U.S. Treasury securities and obligations of U.S. Government corporations and agencies 94,381 11, ,767 Debt securities issued by foreign governments 19, ,200 Corporate 589,628 29, ,254 Total bonds 2,019, ,873 2,152,966 Other invested assets 8,066 88,826 96,892 Short-term investments 217, ,428 Total $ 2,244,587 $ 222,699 $ $ 2,467,286 17

20 4. Investments (continued) Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value (In Thousands) December 31, 2014 Obligations of states and political subdivisions $ 787,056 $ 64,559 $ $ 851,615 Asset-backed and mortgagebacked securities 559,701 23, ,019 U.S. Treasury securities and obligations of U.S. Government corporations and agencies 94,924 9, ,716 Debt securities issued by foreign governments 20, ,558 Corporate 591,037 18, ,872 Total bonds 2,053, ,403 2,170,780 Other invested assets 8, , ,987 Short-term investments 406, ,345 Total $ 2,468,308 $ 226,804 $ $ 2,695,112 The Company has determined either that it does not intend to hold certain fixed income securities until their fair value exceeds their amortized cost or that it intends to sell, or it is more likely than not that the Company will be required to sell, certain fixed income securities before recovery of their amortized cost basis. The Company has recorded OTTI of $0.0 million and $0.2 million on its fixed income securities for the three months ended March 31, 2015 and 2014, respectively. OTTI is included in Net realized capital gains or losses net of tax in the statutorybasis statements of operations and represents the difference between the amortized cost bases of these securities and their fair values at the balance sheet date. 18

21 4. Investments (continued) The amortized cost and fair value of investments in bonds at March 31, 2015, by contractual maturity date, are shown below. As asset-backed and mortgage-backed securities are generally more likely to be prepaid than other fixed maturity securities, they are shown separately. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Amortized Fair Cost Value (In Thousands) Due in one year $ 20,167 $ 20,328 Due after one through five years 256, ,138 Due after five years through ten years 664, ,146 Due after ten years 538, ,524 Asset-backed and mortgage-backed securities 540, ,830 Total $ 2,019,093 $ 2,152,966 Net investment income was derived from the following sources: Three Months Ended March 31, (In Thousands) Income from bonds $ 18,870 $ 14,136 Income from cash, cash equivalents and short-term investments Total investment income 18,933 14,179 Investment expenses (681) (462) Net investment income $ 18,252 $ 13,717 For the three months ended March 31, 2015 and 2014, proceeds from sales of investments in bonds carried at amortized cost were $0.8 million and $0.5 million, respectively. For the three months ended March 31, 2015 and 2014, there were no realized gains or losses from such sales. Included in realized gains for the three months ended March 31, 2015 and 2014 is $1.6 million and $0.0 million, respectively, in distributions from previously impaired securities. 19

22 4. Investments (continued) Investments in cash, cash equivalents, short-term investments and bonds carried at amortized cost of $20.5 million and $23.2 million as of March 31, 2015 and December 31, 2014, respectively, were on deposit with various regulatory authorities. The carrying values of the Company s investment in the equity of subsidiaries were $26.2 million and $24.8 million as of March 31, 2015 and December 31, 2014, respectively. Included in the change in net unrealized gains for the three months ended March 31, 2015 were gains of $1.4 million related to the change in carrying values of the Company s investments in subsidiaries. Other income for the three months ended March 31, 2015 and 2014 includes $8.5 million and $0.0 million, respectively, of distributions received on the units in the ResCap Liquidating Trust held by FGIC. Other income for the three months ended March 31, 2014 includes $58.8 million of realized gains from the sale by FGIC in the first quarter of 2014 of approximately one-half of the units in the ResCap Liquidating Trust that it received in connection with the resolution of its claims in the ResCap bankruptcy. No units in the ResCap Liquidating Trust were sold during the three months ended March 31, Income Taxes The Company files a consolidated U.S. federal income tax return with FGIC Corp. The method of allocation between FGIC Corp. and FGIC is determined under an amended and restated income tax allocation agreement approved by the NYSDFS, and is based upon separate return calculations. 20

23 5. Income Taxes (continued) The following is a reconciliation of current federal income taxes computed on loss before provision for federal and foreign income taxes at the statutory rate and the provision for current federal income taxes. Three Months Ended March 31, (In Thousands) Income tax expense at the statutory rate, computed on income before provision for federal and foreign income taxes $ 6,136 $ (852) Tax effect of: Tax-exempt interest (2,328) (2,223) Change in valuation allowance 1,931 2,888 Other, net (1,492) 307 Expense for federal and foreign income taxes $ 4,247 $ 120 The composition of total tax expense for the three months ended March 31, 2015 and 2014 is as follows: Three Months Ended March 31, (In Thousands) Current: Federal $ 4,170 $ Foreign Federal and foreign income tax expense $ 4,247 $

24 5. Income Taxes (continued) There was no change in net deferred income taxes, inclusive of non-admitted assets, for the three months ended March 31, 2015 and As of March 31, 2015, the Company had a domestic net operating loss ( NOL ) carryforward of $3,244.6 million for federal income tax purposes, which will be available (subject to certain limitations) to offset future taxable income. If not used, the NOL will start expiring in 2029 through 2032 depending on the originating year. As of March 31, 2015, the Company had an alternative minimum tax ( AMT ) credit carryforward of $7.2 million for federal income tax purposes, which will be available to offset future regular tax. AMT credit carryforwards do not expire. The amount of federal income taxes incurred and available for recoupment in the event of future losses is $0. In accordance with SSAP 101, Income Taxes, A Replacement of SSAP No. 10R and SSAP No. 10 ( SSAP 101 ), the Company evaluates its deferred income tax asset to determine if valuation allowances are required. SSAP 101 requires that companies assess whether valuation allowances should be established based on the consideration of all available evidence using a more likely than not standard. In making such judgments, significant weight is given to evidence that can be objectively verified. Management believes it is more likely than not that the amortization of the net unearned premium reserve, collection of future installment premiums on contracts already written, and income from the investment portfolio will not generate sufficient taxable income to realize the entire deferred tax asset that currently exists. Accordingly, a full valuation allowance was established against the Company s domestic net deferred tax asset of $777.0 million as of March 31, The Company will continue to analyze the need for a valuation allowance on a quarterly basis. 22

25 5. Income Taxes (continued) The following table presents the total of deferred tax assets and liabilities by tax character: March 31, December 31, (In Thousands) Deferred tax assets: Ordinary income $ 1,184,597 $ 1,253,176 Capital losses 24,827 24,827 Gross deferred tax asset 1,209,424 1,278,003 Valuation allowance (777,042) (775,111) Adjusted deferred tax asset 432, ,892 Non-admitted adjusted deferred tax asset Total admitted gross deferred tax asset 432, ,892 Deferred tax liabilities: Ordinary income (432,267) (502,443) Capital gains (115) (449) Total gross deferred tax liability (432,382) (502,892) Net admitted deferred tax asset $ $ 23

26 5. Income Taxes (continued) The tax effects of temporary differences that give rise to significant portions of the net deferred tax asset at March 31, 2015 and December 31, 2014 are presented below by tax component: March 31, December 31, (In Thousands) Deferred tax assets: Premiums revenue recognition $ 3,251 $ 4,629 Net operating loss carryforward 1,135,606 1,206,837 Impairment losses on investments 22,998 22,999 AMT credit 7,196 3,026 Losses-salvage and subrogation recoverable 32,262 32,262 Other 8,111 8,250 Gross deferred tax asset 1,209,424 1,278,003 Valuation allowance (777,042) (775,111) Adjusted deferred tax asset 432, ,892 Non-admitted adjusted deferred tax asset Total admitted gross deferred tax asset 432, ,892 Deferred tax liabilities: Non-deductible tax basis losses (105,884) (121,011) Tax basis losses incurred adjustment (324,237) (379,242) Foreign currency (487) (531) Discount on bonds and other (1,774) (2,108) Total gross deferred tax liability (432,382) (502,892) Net admitted deferred tax asset $ $ 6. Loss Reserves Loss reserves comprise the total amount of (i) the Claims Reserve, (ii) the DPO for all policies and (iii) the DPO Accretion for all policies, minus the Policy Revision Adjustment. The Policy Revision Adjustment shown in the table below is prescribed by NYSDFS Guidelines and reflects the reduction in the loss reserve components necessary to reflect a Minimum Surplus Amount of $66.4 million. 24

27 6. Loss Reserves (continued) The loss reserve components as of March 31, 2015 and December 31, 2014 are summarized as follows: March 31, December 31, (In Thousands) Claims Reserve $ 1,327,311 $ 2,577,771 DPO 1,709, ,793 DPO Accretion 49,117 42,679 Total 3,085,681 3,444,243 Policy Revision Adjustment (1,254,069) (1,425,403) Loss reserve at end of period $ 1,831,612 $ 2,018,840 Claims Reserve The Claims Reserve is calculated on a policy-by-policy basis for insured obligations, net of reinsurance, as of the reporting date (using the prescribed statutory discount rate which is based upon the average rate of return on the Company s admitted assets, which was 3.02% and 3.06% at March 31, 2015 and December 31, 2014, respectively). The amount of the discount as of March 31, 2015 and December 31, 2014 was $697.2 million and $775.9 million, respectively. 25

28 6. Loss Reserves (continued) Activity related to the Claims Reserve for the three months ended March 31, 2015 and the year ended December 31, 2014 is summarized as follows: March 31, December 31, (In Thousands) Claims Reserve, beginning of period $ 2,577,771 $ 3,434,599 Incurred (releases) related to: Current year 1, ,262 Prior years (133,938) (304,158) Total releases (132,682) (6,896) (Payments) recoveries related to: Current year Prior years (232,318) 373,935 Total (payments) recoveries (232,318) 373,935 Transferred to DPO: Current year Prior years (885,460) (1,223,867) Total transferred to DPO (885,460) (1,223,867) Claims Reserve, end of period $ 1,327,311 $ 2,577,771 The Claims Reserve decreased by $1,250.5 million to $1,327.3 million at March 31, 2015 from $2,577.8 million at December 31, The net Claims Reserve activity for the three months ended March 31, 2015 was mainly attributable to a decrease of $1,115.8 million for the aggregate amount of permitted policy claims under FGIC s policies covering the COPs (as defined below), which FGIC paid in cash at the 21% CPP on January 9, 2015, with the remainder being transferred to DPO. In addition to regular claims processing, the remainder of the decrease in the Claims Reserve is attributable to a decrease in estimated losses relating to obligations insured by FGIC, including the impact of a settlement consummated in April 2015 with one of two counterparties to the COPs Swaps (as defined below), pursuant to which, among other things, and in consideration of a cash payment and other consideration from FGIC, the parties mutually released each other from all claims, obligations and liabilities relating to the COPs and the COPs Swaps (the COPs Swaps Settlement ). 26

29 6. Loss Reserves (continued) In October 2014, the City of Detroit (the City ) filed an eighth amended plan of adjustment related to its Chapter 9 bankruptcy filing (the City Plan ), which, among other things, reflected the terms of a settlement of claims that FGIC negotiated with the City (the FGIC-Detroit Settlement ). The City Plan became effective in December The FGIC-Detroit Settlement resolved, among other things, FGIC s objections to the City s plan of adjustment, the validity litigation related to the certificates of participation issued by the Detroit Retirement Systems Funding Trust 2005 and the Detroit Retirement Systems Funding Trust 2006 (the COPs ) that was commenced by the City (and counterclaims and third party claims related to such litigation), treatment by the City of the FGIC-insured COPs, and treatment by the City of FGIC s claims related to its insurance of certain interest rate swaps related to the COPs (the COPs Swaps ). Pursuant to the FGIC-Detroit Settlement, the City provided specified consideration (i) with respect to the FGIC-insured COPs solely for the benefit of FGIC and the holders of such COPs, which consideration is currently held by FGIC or the trustee for the FGIC-insured COPs and is expected to be assigned by them to, and thereafter held, managed, and liquidated by, a newly formed entity managed by FGIC (or its designee) and in which the trustee will hold a 100% economic interest on behalf of all FGIC-insured COPs holders (including FGIC to the extent it has acquired or will acquire such COPs by paying policy claims in cash or otherwise acquires such COPs) (in accordance with applicable SAP, FGIC s interest in such consideration is not an admitted asset as of March 31, 2015, and accordingly neither the value thereof nor any benefit that FGIC may derive therefrom is reflected in the financial statements at March 31, 2015), and (ii) with respect to FGIC s claims related to its insurance of the COPs Swaps solely for FGIC s benefit (the COPs Swaps Recovery ). Pursuant to the City Plan, the COPs were accelerated and interest ceased to accrue thereon as of the effective date of the City Plan. In connection therewith, FGIC exercised its option to pay the policy claims related to the entire $1,100.0 million of COPs on an accelerated basis. On January 9, 2015, FGIC paid in cash the then CPP of the permitted policy claims related to $1,100.0 million of principal of COPs (and unpaid interest thereon accrued through the effective date of the City Plan), with the remainder being considered a DPO under the related policies. No further policy claims are permitted under these policies, in accordance with the Rehabilitation Plan. As of March 31, 2015, FGIC has approximately $1,245.7 million of net exposure related to the Commonwealth of Puerto Rico, including its general obligation bonds and various obligations of the Highway and Transportation Authority and certain other Puerto Rico-related authorities and public corporations. Neither Puerto Rico nor its related authorities and public corporations are eligible debtors under the U.S. Bankruptcy Code. On February 2, 2015, the United States District Court for the District of Puerto Rico ruled that The Puerto Rico Public Corporations Debt Enforcement and Recovery Act enacted by the Commonwealth s legislature in June 2014 to create a legal framework for certain Puerto Rico public corporations (including certain public corporations insured by FGIC) to restructure is unconstitutional. The Commonwealth has 27

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