Steven J. Bensinger - Executive Vice President and Chief Financial Officer
Analyst · J.P. Morgan
Thank you very much Martin and good morning. Overt the next few minutes, Win Neuger, Bob Lewis and I will update you on various developments in certain of our businesses during 2007. First, I will discuss the Super Senior credit derivative business at AIGFP, including comments concerning the unrealized market valuation loss we have taken. Second, Win will comment on selected components of AIG's insurance investment portfolios, concentrating on the U.S. residential mortgage-related investments, commercial mortgage-backed securities, our exposures to monoline insurers and our exposures to CDOs and CLOs. Finally, Bob will conclude with brief remarks on United Guaranty, our mortgage insurance business and American General Finance, our domestic consumer finance business. We've posted two presentations to the Investor Relations section of our website. During our discussion this morning, we will be referring to the one entitled Conference Call Credit Presentation. The other one is entitled Conference Call Credit Presentation Supplemental Materials. This presentation contains more detailed information regarding our businesses and portfolios for your information and review. Now if you would turn to slide four, in the Conference Call Credit Presentation. One of the businesses in which AIGFP is engaged is the business of writing credit derivatives to cover the risk of incurring realized credit losses on the most senior tranche in the capital structure of the securitization, referred to as the Super Senior Risk Layer. The terms Super Senior is used by market participants to denote very remote credit risk, but there is no single definition of the term. Each transaction is spoke [ph] highly customized and designed to withstand extreme stress, and yet incur no expected loss. Great care has been exercised in structuring the deals starting with due-diligence of the counterparty's motivation for entering into the transaction, positive selection of the assets, experience of the manager and definition of portfolio maintenance characteristics to name just a few. Each underling security is assigned an internal credit rating by AIGFP where possible, based on the fundamental credit analysis and judgment of AIGFP's credit officers and on the ratings assigned to the collateral from the three rating agencies where available, along with the review of its current market spread. AIGFP augments the Super Senior structuring process with its own actuarial models, using assumptions more conservative than those used by the rating agencies. The minimum attachment point for the Super Senior portion of the portfolio is modeled as a minimum threshold above which there is no expected loss to AIGFP. The final attachment point is negotiated to exceed the model detachment point and we will discuss typical transaction structures in a moment. AIGFP started writing this business in 1998 and to-date has not incurred or realized loss in any of its Super Senior transactions. Now if you turn to slide five, AIGFP has entered into Super Senior credit derivative transactions in three broad categories: Regulatory capital-motivated corporate and European residential mortgages, corporate arbitrage, and multisector CDOs. Our net notional exposure, the largest category of the business is regulatory capital motivated, almost $230 billion in corporate and $149.1 billion in European mortgages and is typically subject to both regulatory and contractual calls by the counterparties with the former, starting in January 2008, when Basel II took effect in Europe. These transactions were structured to provide the counterparty with capital release in their regulatory jurisdiction and not structured to transfer a significant credit risk. The counterparties achieved lower capital charges by transferring a portion of their regulatory capital requirements to AIG. As shown in the table, the expected maturity of the regulatory capital-motivated transactions is only on the contractual call dates is 1.2 and 2.3 years respectively, but many of these trades may be or are being terminated earlier than that, as AIGFP's counterparties implement models compliant with the new Basel II accord. As of February 26, 2008, $54 billion in notional exposures have either been terminated or are in the process of being terminated. AIGFP's arbitrage-motivated corporate book represented $70.4 billion in notional exposure as of year end 2007. The underlying collateral in these deals, this comprised of primarily investment-grade corporate debt and collateralized loan obligations. AIGFP recorded an unrealized market valuation loss of $226 million, or about 0.3% of the national exposure in the fourth quarter as a result of general credit spread widening experienced in the markets. AIGFP's exposure to multisector CDOs in its Super Senior Credit Derivative Portfolio, the third category of exposure, totaled $78.2 billion as of December 31, 2007 of which $61.4 billion had some level of exposure to sub-prime mortgages. The attachment point is the most important feature of the risk mitigants built into these deals. Of the deals with some sub-prime exposure that ranges from an average of 15% on the high-grade deals to an average of 37% on the deals with mezzanine collateral. At inception the attachment points are always higher than the attachment points used by the rating agencies for the AAA-rating equivalent. Another important risk mitigant in the Super Senior structures of AIGFP is the priority of the cash flow waterfall to the Super Senior layer. While we always sit at the top of the waterfall when it comes to being paid, this position is typically further enhanced by the existence of one or more over-collateralization or interest coverage tests that further direct available cash flows to amortize our position more rapidly, if they are breached. By way of illustration, and please turn to slide six, you will see the make up of a typical multisector CDO Super Senior transaction. Various assets, such as residential and commercial mortgages, auto loans and student loans are packaged together into asset-backed securities, RMBS in the case of residential mortgages and CMBS in the case of commercial mortgages. These securities are structured into tranches with various ratings from AAA down to an underrated equity tranche. Typically 125 to 200 securities are purchased to form the collateral pool of the CDO. So called high-grade CDOs have investment-grade collateral securities, typically rated AA or AAA at inception and so called mezzanine CDOs consist of primarily low investment grade, with some sub-investment grade securities in certain deals. These portfolios of securities constitute the transaction growth notionals of the CDOs. The CDO itself issues several tranches of debt securities from unrated equity to BB, BBB, A and finally Junior AAA rated up to a more Senior AAA-rated tranche called the Super Senior Tranche. Cash flow waterfalls dictate our principle and interest flows are allocated to the various tranches of the CDO. Various tests including over-collateralization and interest coverage tests divert principle and our interest flows to the more senior tranches of the CDOs. AIGFP writes credit protection to the holders of the Super Senior Tranche of the CDO through the issuance of a credit derivative. AIGFP's exposure to the CDO through the credit derivative is called the Net National Exposure. As we stated in past communications, after thorough due-diligence, analysis and modeling, AIGFP determines an acceptable attachment point or subordination level over which it is willing to write protection. At inception AIGFP conducts extensive due-diligence, including a thorough analysis of the historical and expected future performance of the collateral and the manager, each underlying obligor, assets service and originator. Considerable effort is spent to avoid concentrations to single obligors, servicers and the geographies. AIGFP then utilizes proprietary data-driven actuarial models to analyze the fundamentals in the transactions. The models are calibrated to be worst than the worst recession experienced post World War II. The Models produce loss distributions by stimulating the credit performance of the underlying obligations in the portfolio. Also, if the CDO managers have latitude to substitute or exchange collateral and approvals, the transaction is modeled assuming the CDO managers select the worst possible portfolio within approved criteria. The final results of AIGFP due-diligence and modeling are then used to negotiate attachment points by the Super Senior structure. On slide seven, you can see that the AIGFP Super Senior business is subject to the oversight processes of AIG Enterprise Risk Management, which includes components of credit risk, market risk and operational risk management. Super Senior transactions entered into by AIGFP are subject to the approval of AIG's Chief Risk Officer and Chief Credit Officer under the delegations approved by AIG's Credit Risk Committee. Each transaction is independently subjected to an analytical review by credit risk management. Every quarter AIG ERM independently reviews the exposures, which are updated to show realized loss trends and current subordination levels. In addition, AIGFP's actuarial models are rerun with updated credit ratings to show the model attachment points relative to the available subordination levels to confirm to what extent the transaction still constitute Super Senior risk of incurring any realize loss. ERM identifies all transactions that show unexpected deterioration and will add these to AIG's internal watch list. ERM also assesses whether any transactions could represent probable loss, thus potentially requiring the establishment of credit reserves, of which there have been none to-date. It is also noteworthy at this point to mention that the credit processes at AIGFP working in close collaboration with AIG ERM began to see evidence that mortgage underwriting standards had declined and pulled back from this sector towards the end of 2005. For that reason, the notational of 2006 and 2007 sub-prime collateral comprises a modest 4.9% of the total collateral pools underlying the entire portfolio of CDOs with credit protection at year-end 2007. Furthermore AIGFP's multisector CDOs have only a modest exposure to higher risk secondly-lien mortgages. Please turn to slide eight. Recent credit quality deterioration in the sub-prime mortgage sector has led to market concerns about the credit quality of securities backed wholly or in part by sub-prime residential mortgages. In order to cause an economic or realize loss to the Super Senior layer, mortgage delinquencies have to deteriorate to default losses and at the fall losses in turn must cause loss to the securities in the collateral pool underlying the CDO. The securities losses have to accumulate to a level above the attachment point and reach the Super Senior layer after the waterfall diversions have been exhausted. Contractually, the credit derivative protects the Super Senior CDO holder only for actual default losses in the underlying collateral, not the loss of market value of the collateral securities or the CDO itself. The test of potential for unexpected realized losses to the Super Senior layers under prevailing condition, both AIG's ERM and AIGFP have conducted risk analysis of the portfolio. Moreover, AIG has conducted an analysis to assess the risk of incurring net realized losses over the remaining life of the portfolio. In addition to analysis of each individual risk in the portfolio, AIG conducted certain ratings-based stress tests which centered around further stressing of broad classes of the portfolio collateral from current rating levels. The results of these stress tests indicated possible realized losses on a static basis, since the assumption in these stress test assumed immediate realization of loss. But actual realized losses would only be experienced over time, given the timing of losses incurred in the underlying portfolios and the timing of breaches in the subordination. No benefit was taken in these stress tests for cash flow diversion features, recoveries upon default for other risk mitigant benefits. Furthermore, the stress tests were applied at December 31, 2007 using the lowest ratings of the major rating agencies, updated through January 3, 2008. On this slide, we characterized the conditions of the severe stress scenarios and show the result in the graph. Under this severe stress scenario, the realized loss would be approximately $900 million, in contrast to the current unrealized market valuation loss of $11.25 billion. Clearly, this market valuation estimate is biased by factors in addition to credit risk, although the Super Senior structures in AIGFP transactions only cover credit risk. Based on these analyses and stress tests, AIG believes that any losses realized over time by AIGFP as a result of meeting its obligations under these derivatives will not be material to AIG's consolidated financial condition, although it is possible that such realized losses could be material to AIG's consolidated results of operations for any individual reporting period. Please turn to slide nine, which indicates that AIGFP accounts for its Super Senior credit derivatives in accordance with FAS 133 and EITF 02-3. We also considered the guidance in FAS 157 and the paper issued in the October 2007 by the Center for Audit Quality entitled, Measurements of Fair Value in Ill-Liquid or Less Liquid Markets. AIGFP does not recognize income and earnings at the inception of each transaction, because the inputs to value these instruments are not derivable from observable market data. Income is recognized over the life of the contract and as observable market data becomes available. A fair valuation of AIGFP's Super Senior Credit Derivative Portfolio is challenging given that the spoke [ph] nature of each transaction and the like of market observable transactions or information. In the absence of any observable market, in accordance with GAAP, AIGFP must estimate fair value using the assistance of models. In estimating fair value under GAAP, AIGFP uses a combination of valuation models, principally the Binomial Expansion Technique or BET, third-party prices, relevant market indices and where necessary, management's own judgment. Through June 30, 2007, AIGFP concluded that there was a minimal change in fair value since the inception of derivatives as the Super Senior Credit Derivatives were in essence put options significantly out of the money that are insensitive to a normal changes in market credit spreads. Now the table on slide ten breaks down the notional amount of AIGFP's exposure by Super Senior underlying type and the respective cumulative mark-to-market losses experienced in the third quarter and fourth quarter. For the $70.4 billion notional exposure for corporate arbitrage transactions, AIGFP value these transactions using relevant market indices or third party prices and reported in unrealized market valuation loss in the amount of $226 million for the fourth quarter. At September 30, 2007 AIGFP employed the binomial expansion model to value this portfolio and that resulted in no noticeable change in fair value. Our regulatory capital trades, both corporate and European residential mortgage related and please time to slide 11, where you see that explain that these transaction were concluded with counterparties, primarily to facilitate regulatory capital relief for them rather than rather than to transfer credit risk to AIGFP. As I said earlier, these transactions are expected to terminate within the next 12 to 18 months, as the counterparties implement the new capital provision under Basel II. AIG conducted a comprehensive analysis of available information at year end 2007, including the counterparties' motivation and behavior, the portfolios performance, marketplace indicators and transaction-specific considerations. As a result of this analysis, AIG believes that these regulatory-driven trades are appropriately valued at zero fair value as of December 31, 2007. The most compelling market observable data to support this conclusion is the fact that $54 billion notional transactions have been terminated in early 2008 without AIG being required to make any payments and in some cases with AIG being paid a fee. As can be recognized from the information on slide 12, the fair valuation of the Super Senior Credit Derivative has become increasingly challenging, given the limited availability of market observable information due to the lack of trading and price transparency in the structured financed market, particularly in the fourth quarter of 2007. These market conditions have increased reliance on management estimates and judgments, in arriving at an estimate of fair value for financial reporting purposes. Furthermore, disparities in the valuation methodologies employed, the degree to which market data may be available to a market participant and the varying judgments reached by such participants when assessing volatile markets has increased the likelihood that the various parties to these instruments may arrive at significantly different estimates of their fair values. AIGFP's valuation methodologies and processes with the Super Senior Credit Derivative Portfolio have evolved in response to the deteriorating market conditions and the lack of sufficient market observable information. In the third quarter, as market credit spreads started to widen considerably, AIGFP implemented a Modified Binomial Expansion Technique, the BET model, using credit spread inputs on generic ABS obtained from a third-party source and the other inputs like Moody's historical recovery rates. The BET model will utilizes diversity scores, weighted average lives and discounts rates. The model accounts for the specific features of each transaction, such as portfolio amortization and tranche subordination. Our valuation indicated an unrealized loss of $352 million at the September 30, 2007. As the market continued to deteriorate in October, AIGFP continued to refine its model. It enhanced the existing data inputs by adjusting RMBS, and CDO credit spreads for the relative change in the ABX Home Equity Index. At November 30th, AIGFP ran two versions of the BET model that have been used for the October estimate of the portfolio mark. Method A was similar to the October version of the BET model, but incorporated the net benefit of structural risk mitigants, principally the cash flow diversions benefits that resulted in a reduction of the net unrealized market valuation loss. Method B incorporated two new features; first during the month of November, AIGFP obtains third-party prices of the underlying collateral securities collected by CDO managers as of October 31, 2007. These prices were used as inputs to the modified BET model to derive credit spreads more closely associated with the underlying collateral securities than the general spreads used in Method A. Second, Method B incorporated a negative basis adjustment to reflect the fact that cash and synthetic instruments frequently trade at different levels, with cash instruments normally at a wider spread than CDS for high-quality assets. Under method B, the BET model is effectively evaluation model that estimates the fair value of the CDO, which AIGFP's credit derivative protects. Using cash spreads as inputs to the model, in substance assumes that the entire spread is comprised of only one risk, credit risk. However the spread achieved from holding a cash instruments incorporates not only credit risk but also other risks, such as funding costs differentials, liquidity risks and risk aversion costs. In times of market stress, these and other risk tend to widen together with credit spread widening. The wider the spreads becomes from these other risks, the wider the negative basis. You can think of negative spread as the difference between total spread and the credit spread. When AIGFP entered into a Super Senior CDS transactions or multisector CDOs, there was an observable negative basis, driven by the fact that the major motivation of the deals was to earn a net positive spread between the spread earned by the investor of the CDO and the premium cost the investor paid to AIGFP for its credit derivative hedge. Under Method B, AIGFP estimated the benefit of this negative basis, based upon best estimate assumptions provided by major market participants. Under GAAP, sufficient observable evidence supporting the existence and quantification of negative basis for AIGFP's transactions is needed to take into account any negative basis in its fair value determinations. Currently, despite the fact that the ABS market is quite ill-liquid entering into new transactions that demonstrate the existence of the negative basis is possible. However, evidence of negative basis in AIGFP's existing transactions is currently unobservable in these market conditions. On the completion of its review of the evidence available, AIG concluded that recording a negative basis adjustment at this time is not consistent with GAAP fair value requirements. Now as described on slide 13, AIGFP has filed a rigorous process to determine its best estimate of fair value for AIGFP's Super Senior Credit Derivatives on multisector CDOs at December 31, 2007. This process is required, because there are no observable market prices for the credit derivatives AIGFP has written. Therefore, AIGFP utilizes a model to determine fair value similar to Method B in the previous slide. The method maximizes the use of third party market observable inputs where possible. There are five key components to the process. First, AIGFP was able to acquire third-party prices on about 70% of the underlying collateral securities in the multisector CDOs. In cases where AIGFP received multiple quotes, an averaging of pricing was used. Prices were reviewed for consistency across ratings and time. Matrix pricing was used where third-party prices were unavailable. Second, AIGFP benchmarked these third-party prices to independent pricing services and sources. Third, other key inputs were obtained for the modified BET model; for example, weighted average life of securities, diversity scores, discount curves and Moody's recovery rates. Next, AIGFP performed a valuation review and stress testing of the modified BET results. Finally, AIGFP obtained a number of Super Senior bond tranche quotes for the underlying CDOs or implied them from collateral calls and 12 major dealers to adjust the BET results, where appropriate, to make a best estimate of the exit value of the transactions. No negative basis adjustment was utilized for the reasons I explained earlier. In effect, the $11.25 billion unrealized market valuation loss, we've recorded, intrinsically assumes that we own the cash CDOs. No credit is given to the synthetic nature of our obligations, since the credit component of the spread widening is not presently observable. In summary, AIG believes that its $11.25 billion best estimates for the unrealized market valuation loss represents fair value under GAAP. AIG also believes that the result of its fundamental credit analysis and stress testing provide confidence that any realized losses in the portfolio, as I said, will be materially below the GAAP fair value estimates. Let's turn to slide 14. I'll talk a little bit about economic capital. In determining the available economic capital at AIG, so far in our development of the methodology, reviewed GAAP capital as a proxy for available economic capital. We do not feel it is appropriate to deduct the after-tax unrealized market valuation loss from available economic capital, since if we did so, it would assume that the appropriate economic capital required for these obligations will be based upon the current distressed and ill-liquid capital markets. Rather, AIG intends to hold what we believe are good risks on our books until the transactions mature. Economically, we would assume the severe stress loss described the earlier, plus a cost of capital charge, would constitute the current market consistent settlement value of the loss. Slide 14 explains the net after-tax adjustment to GAAP we would apply to determine AIG's available economic capital as of December 31, 2007. You can refer to the Economic Capital Update memo, we posted to our website, for a thorough explanation of this process. Turning to slide 15, in accordance with GAAP, AIG recognized the sizable unrealized market valuation loss in 2007 consequent to the severe market disruption and credit deterioration, particularly of sub-prime mortgage-backed collateral. This market valuation loss represents management's best estimate of the exit value of this portfolio into the current ill-liquid and distressed markets. However, AIGFP under-wrote its Super Senior Credit Derivative business to a zero loss standard, incorporating conservative stress scenarios at inception. Although, there is likely to be continued volatility and perhaps further deterioration in the credit markets, based upon AIG's analysis and stress tests, AIG does believe that any credit impairment losses realized over time by AIGFP will not be material to AIG's consolidated financial position, nor to it's excess economic capital position, although as I stated, they could be material to an individual reporting period. Finally on slide 16, AIG recognizes that continued improvement in its internal controls is necessary and remediation of the identified material weakness will be a very high priority in 2008. Over time, AIG intends to reduce its reliance on certain manual controls that have been established and to migrate models that have been developed in response to market events to a more robust production environment. AIG is also currently developing new systems and processes, which will allow it to rely on front-end preventive and detective controls that will be more sustainable over the long term. AIG is committed to making the significant investment necessary to make these improvements. Now I'll turn it over to Win to disuses our invest portfolio.