ASSURED GUARANTY LTD

You should carefully consider the following information, together with the information contained in AGL’s other filings with the SEC. The risks and uncertainties discussed below are not the only ones the Company faces. However, these are the risks that the Company’s management believes are material. The Company may face additional risks or uncertainties that are not presently known to the Company or that management currently deems immaterial, and such risks or uncertainties also may impair its business or results of operations. The risks discussed below could result in a significant or material adverse effect on the Company’s financial condition, results of operations, capital, liquidity, business prospects and/or share price.

Summary of Risk Factors

The following summarizes some of the risks and uncertainties that may adversely affect the Company’s financial condition, results of operations, capital, liquidity, business prospects and/or share price. It is provided for convenience and should be read together with the more expansive explanations below this summary.

Risks Related to Economic, Market and Political Conditions and Natural Phenomena

•Developments in the global financial markets, political systems and economy generally.

•Significant budget deficits and pension funding and revenue shortfalls of certain public finance obligors that issue obligations the Company insures.

•Significant risks from large individual or correlated exposures.

•Losses on obligations insured by the Company significantly in excess of those expected by the Company or recoveries significantly below those expected by the Company.

•Higher U.S. debt-to-GDP ratio and/or downgrades to the U.S. government’s sovereign credit ratings, or to the credit ratings of instruments issued, insured or guaranteed by related institutions, agencies or instrumentalities.

•Changes in attitudes toward debt repayment negatively impacting the Company’s insurance portfolio.

•The impact of narrow credit spreads on the demand for financial guaranty insurance and annuity reinsurance.

•The effect of credit losses and interest rate changes on the Company’s investments.

•Effects of global climate change on the Company’s insurance portfolio and investments.

Risks Related to Estimates, Assumptions and Valuations

•The impact on reserves from uncertainties of estimates of expected insurance losses to be paid (recovered).

•The subjectivity of the valuation of many of the Company’s assets and liabilities.

•Experience making pricing assumptions for life and annuity reinsurance products relating to longevity, mortality, policy lapses, withdrawals, surrenders, investment returns and expenses.

Strategic Risks

•Competition in the Company’s industries.

•Strategic transactions not resulting in the benefits anticipated or subjecting the Company to negative consequences.

•The Company’s investments in Sound Point.

•Minority ownership interests and the inability to control the business, management or policies of such interests.

•Alternative investments, including investments managed by Sound Point and exclusivity with Sound Point, may not result in the benefits anticipated, and may increase credit, interest rate, liquidity, reputational, and other risks.

•A downgrade of the financial strength or financial enhancement ratings of any of the Company’s insurance or reinsurance subsidiaries.

•The Assured Life Re Acquisition may negatively impact the Company, including how it is perceived by its investors, regulators, rating agencies or obligors, as well as Assured Life Re’s business relationships.

•Risks related to entering the life and annuity reinsurance business, including integration with the Company’s core competencies.

Operational Risks

•Fluctuations in foreign exchange rates.

•Exposure to less predictable political, credit and legal risks by underwriting insurance in non-U.S. markets and/or covering new sectors or classes of business.

•Loss of senior management and other key employees and delay or inability to develop or recruit suitable replacements.

•A cyberattack, security breach or failure in the Company’s or a vendor's information technology system, or a data privacy breach of the Company’s or a vendor’s information technology system.

•Evolving cybersecurity, privacy and data security regulations.

•The exploration of artificial intelligence used in some of the Company’s business operations.

•Errors in, overreliance on, or misuse of, models.

•Reduction in the Company’s liquidity from significant claim payments.

•A sudden need to raise additional capital as a result of insurance losses or as a result of changes in regulatory or rating agency capital requirements applicable to its insurance subsidiaries at a time when additional capital may not be available or may be available only on unfavorable terms.

•Large insurance losses substantially increasing the Company’s insurance subsidiaries’ leverage ratios, and preventing them from writing new insurance.

•Constraints on the Company’s holding companies' ability to meet their obligations.

•Limitations on the ability of AGL and its subsidiaries to meet their liquidity needs.

•Losses arising from asset/liability mismatch in the Company’s annuity reinsurance business.

Risks Related to Taxation

•The impacts of changes in U.S. tax laws on the demand or profitability of financial guaranty insurance and the Company’s investments.

•Certain of the Company’s non-U.S. subsidiaries may be subject to U.S. tax.

•AGL may become, and AG Re and AGRO are, subject to taxes in Bermuda.

•U.S. Persons holding AGL’s shares may be subject to taxation under the U.S. CFC rules.

•U.S. Persons holding AGL’s shares may be subject to additional U.S. income taxation on their proportionate share of the Company's RPII.

•U.S. tax-exempt shareholders may be subject to unrelated business taxable income rules.

•Adverse tax consequences to U.S. Persons holding AGL’s shares if AGL is considered to be a PFIC for U.S. federal income tax purposes.

•Changes in U.S. federal income tax law adversely affecting the Company and an investment in AGL’s common shares.

•U.S. federal tax consequences of an ownership change under Section 382 of the Code.

•A change in AGL’s U.K. tax residence or its ability to otherwise qualify for the benefits of income tax treaties to which the U.K. is a party.

•Changes in U.K. tax law or in AGL’s ability to satisfy all the conditions for exemption from U.K. taxation on dividend income or capital gains in respect of its direct subsidiaries.

•An adverse adjustment under U.K. legislation governing the taxation of U.K. tax resident holding companies on the profits of their non-U.K. subsidiaries.

•An adverse adjustment under U.K. transfer pricing legislation.

•Measures taken in response to the OECD Base Erosion and Profit Shifting (BEPS) project.

Risks Related to Applicable Law, Litigation and GAAP

•The impact of changes in or inability to comply with applicable law and regulations.

•The impact of changes in applicable laws or regulations on the ability of issuers to satisfy their obligations.

•Legislation, regulation, legal or regulatory determinations, or litigation arising out of struggles of distressed obligors.

•Certain insurance regulatory requirements and restrictions constraining AGL’s ability to pay dividends and fund share repurchases and other activities.

•Difficulties in effecting a change of control of AGL under applicable insurance laws.

•The inability to obtain accurate and timely financial information from Sound Point or other alternative investment managers.

•Changes in the fair value of the Company’s insured credit derivatives portfolio, certain of its investments, its committed capital securities (CCS), its FG VIEs, and/or the consolidation or deconsolidation of one or more FG VIEs during a financial reporting period.

•Changes in industry and other accounting practices.

Risks Related to AGL’s Common Shares

•Volatility in the market price of AGL’s common shares.

•Provisions in the Code and AGL’s Bye-Laws reducing the voting rights of its common shares.

•Provisions in AGL’s Bye-Laws potentially restricting the ability to transfer common share or requiring shareholders to sell their common shares.