What the changes say
- Expansion into life and annuity reinsurance adds new longevity, mortality, lapse, and asset-liability mismatch risks.
- Global tax rules like the OECD global minimum tax and U.K. transfer pricing updates create new liabilities.
- Financial guaranty portfolios face updated U.S. single-risk, aggregate-risk, and investment-grade exposure limits.
What changed since the prior 10-K
New
- NewRisks Related to Estimates, Assumptions and Valuations
The Company makes assumptions when pricing its life and annuity reinsurance products relating to longevity, mortality, policy lapses, withdrawals, surrenders, investment returns and expenses, and significant deviations in experience could negatively affect the Company’s financial condition and results of operations
Inaccuracies in pricing assumptions for life and annuity reinsurance—such as longevity, mortality, and lapses—could harm financial results.
- NewStrategic Risks
The Assured Life Re Acquisition may negatively impact the Company, including how it is perceived by its investors, regulators, rating agencies or obligors it insures, as well as Assured Life Re’s business relationships
The Assured Life Re Acquisition may negatively impact investor, regulator, and rating agency perceptions or key business relationships.
- NewStrategic Risks
Entering the life and annuity reinsurance business may present integration risks and other risks specific to the life and annuity reinsurance business that could have a negative effect on the Company’s business, results of operations or financial condition
Entering the life and annuity reinsurance business creates integration risks and could divert management attention from core operations.
- NewOperational Risks
Rico exposures. If the amount of future claim payments is significantly more than that projected by the Company, the Company’s ability to make other claim payments and its financial condition, financial strength ratings and business prospects and share price could be adversely affected
Insurance losses substantially exceeding stress scenarios or higher capital requirements could create a sudden need for capital.
- NewOperational Risks
Losses arising from asset/liability mismatch in the Company’s annuity reinsurance business could have an adverse effect on its financial condition, results of operations, and ability to meets its obligations under annuity reinsurance contracts
Asset and liability mismatches in the annuity reinsurance business could cause earnings volatility or force unfavorable asset liquidations.
- NewRisks Related to Taxation
Assured Guaranty’s financial results may be affected by measures taken in response to the OECD BEPS project
Measures responding to the OECD BEPS project, including a U.K. minimum tax and Bermuda corporate income tax, may affect financial results.
- NewRisks Related to Applicable Law, Litigation and GAAP
invests, regulatory agencies in jurisdictions in which the Company’s businesses operate have broad administrative power over many aspects of the Company’s business, which may include ethical issues, money laundering, cybersecurity, privacy, recordkeeping and marketing and sales practices
Regulatory agencies have broad administrative powers over compliance, and noncompliance could trigger fines, license losses, or restrictions.
Dropped
- DroppedRisks Related to Economic, Market and Political Conditions and Natural Phenomena
Some of the public finance obligors that have issued obligations insured or reinsured by the Company are experiencing significant budget, pension and revenue shortfalls, and difficulties in obtaining additional financing
- DroppedRisks Related to Estimates, Assumptions and Valuations
See Part II, Item 8, Financial Statements and Supplementary Data, Note 4, Expected Loss to be Paid (Recovered), and Note 17, Contingencies, for additional information
Public finance obligors facing budget shortfalls seeking Chapter 9 or PROMESA protection.
- DroppedRisks Related to Taxation
On October 8, 2021, nearly 140 countries agreed to the OECD’s proposed Two Pillar Solution to Address the Tax Challenges Arising from the Digitalization of the Economy
- DroppedRisks Related to AGL’s Common Shares
reducing the votes of certain shareholders who would not otherwise be subject to the limitation by virtue of their direct share ownership
Reworded
- 92% rewrittenRisks Related to Applicable Law, Litigation and GAAP
Changes in, or inability to comply with, applicable laws and regulations could adversely affect the Company’s financial condition, results of operations, capital, liquidity, business prospects and share price
Added specific U.S. regulatory portfolio limits for financial guaranty insurers regarding single risks, aggregate limits, and non-investment grade municipal exposures.
- 90% rewrittenRisks Related to AGL’s Common Shares
Provisions in the Code and AGL’s Bye-Laws may reduce the voting rights of its common shares
Clarified that Code and Bye-Law provisions reduce votes of certain shareholders whose shares are treated as controlled shares under section 958.
- 83% rewrittenOperational Risks
Significant claim payments may reduce the Company’s liquidity
Updated historical context to reference the global financial crisis starting in 2008 and insured Puerto Rico exposures.
- 76% rewrittenStrategic Risks
The Company periodically assesses the value of each rating assigned to each of its companies and may, as a result of such assessment, request that a rating agency add or drop a rating from certain of its subsidiaries. For example, a Moody’s rating was dropped from AG Re and AGRO in 2015
Removed a sentence detailing a specific 2015 Moody's rating drop from AG Re and AGRO.
- 73% rewrittenRisks Related to Economic, Market and Political Conditions and Natural Phenomena
Developments in the global financial markets, political systems and the economy generally may adversely affect the Company’s financial condition, results of operations, capital, liquidity, business prospects and share price
Expanded macroeconomic and geopolitical risk factors to include specific tariff policies, regional and global military conflicts, and Sound Point earnings.
- 60% rewrittenRisks Related to Taxation
An adverse adjustment under U.K. transfer pricing legislation or the imposition of diverted profits tax could adversely impact Assured Guaranty’s tax liability
Incorporated 2025 U.K. draft Finance Bill updates that repeal diverted profits tax and add anti-avoidance measures to transfer pricing.
- 46% rewrittenRisks Related to Estimates, Assumptions and Valuations
Estimates of expected financial guaranty insurance losses to be paid (recovered), including losses with respect to related legal proceedings, are subject to uncertainties and actual amounts may be different, causing the Company to reserve either too little or too much for future losses
Refined language regarding the 30-year extended period and uncertainties of financial guaranty insurance losses and litigation.
Was: Estimates of expected insurance losses to be paid (recovered), including losses with respect to related legal proceedings, are subject to uncertainties and actual amounts may be different, causing the Company to reserve either too little or too much for future losses
- 41% rewrittenStrategic Risks
Competition in the Company’s industries may adversely affect its financial condition, results of operations, capital, business prospects and share price
Expanded competition risks to explicitly cover the new life and annuity reinsurance business line alongside asset management and financial guaranty.
Was: Competition in the Company’s industries may adversely affect its results of operations, business prospects and share price
- 33% rewrittenRisks Related to Economic, Market and Political Conditions and Natural Phenomena
The Company may be subjected to significant risks from large individual or correlated financial guaranty insurance exposures
Was: The Company may be subjected to significant risks from large individual or correlated insurance exposures
- 33% rewrittenStrategic Risks
A downgrade of the financial strength or financial enhancement ratings of any of the Company’s insurance or reinsurance subsidiaries may adversely affect its business prospects
- 21% rewrittenRisks Related to Applicable Law, Litigation and GAAP
Changes in applicable laws or regulations or governmental policies may adversely impact the ability of issuers to satisfy obligations insured or reinsured by the Company
Was: Changes in applicable laws or regulations may adversely impact the ability of issuers to satisfy obligations insured or reinsured by the Company
All 47 risk factors
Headings as the filing states them, in filing order.
Risks Related to Economic, Market and Political Conditions and Natural Phenomena
- 01Developments in the global financial markets, political systems and the economy generally may adversely affect the Company’s financial condition, results of operations, capital, liquidity, business prospects and share price73% rewritten
- 02The Company may be subjected to significant risks from large individual or correlated financial guaranty insurance exposures33% rewritten
- 03Losses on obligations insured by the Company significantly in excess of those expected by the Company or recoveries significantly below those expected by the Company could have a negative effect on the Company’s financial condition, results of operations, capital, business prospects and share price
- 04Changes in attitudes toward debt repayment could negatively impact the Company’s insurance portfolio
- 05Narrow credit spreads could adversely affect demand for financial guaranty insurance and annuity reinsurance
- 06Credit losses and changes in interest rates could adversely affect the Company’s investments
- 07Global climate change may adversely impact the Company’s insurance portfolio and investments
Risks Related to Estimates, Assumptions and Valuations
- 08Estimates of expected financial guaranty insurance losses to be paid (recovered), including losses with respect to related legal proceedings, are subject to uncertainties and actual amounts may be different, causing the Company to reserve either too little or too much for future losses46% rewritten
- 09The Company makes assumptions when pricing its life and annuity reinsurance products relating to longevity, mortality, policy lapses, withdrawals, surrenders, investment returns and expenses, and significant deviations in experience could negatively affect the Company’s financial condition and results of operationsNew
Strategic Risks
- 10Competition in the Company’s industries may adversely affect its financial condition, results of operations, capital, business prospects and share price41% rewritten
- 11Strategic transactions may not result in the benefits anticipated
- 12The Company’s investments in Sound Point are subject to the risks of Sound Point’s business that may adversely affect the Company’s financial condition, results of operations, capital, business prospects and share price
- 13The Company’s interest in Sound Point is subject to the risks normally associated with a noncontrolling interest
- 14Alternative investments, including allocations of investments to Sound Point and the exclusivity arrangement with Sound Point, may not result in the benefits anticipated, and may expose it to increased credit, interest rate, liquidity, reputational and other risks
- 15A downgrade of the financial strength or financial enhancement ratings of any of the Company’s insurance or reinsurance subsidiaries may adversely affect its business prospects33% rewritten
- 16The Company periodically assesses the value of each rating assigned to each of its companies and may, as a result of such assessment, request that a rating agency add or drop a rating from certain of its subsidiaries. For example, a Moody’s rating was dropped from AG Re and AGRO in 201576% rewritten
- 17The Assured Life Re Acquisition may negatively impact the Company, including how it is perceived by its investors, regulators, rating agencies or obligors it insures, as well as Assured Life Re’s business relationshipsNew
- 18Entering the life and annuity reinsurance business may present integration risks and other risks specific to the life and annuity reinsurance business that could have a negative effect on the Company’s business, results of operations or financial conditionNew
Operational Risks
- 19Fluctuations in foreign exchange rates may adversely affect the Company’s financial position and results of operations
- 20The Company’s underwriting of insurance in non-U.S. markets and/or covering new sectors or classes of business may expose it to less predictable political, credit and legal risks
- 21The Company is dependent on members of senior management and other key employees and the loss of any of these individuals, or the delay or inability to develop or recruit suitable replacements, could adversely affect its business
- 22Evolving cybersecurity, privacy and data security regulations could adversely affect the Company’s business
- 23Errors in, overreliance on or misuse of models may result in financial loss, reputational harm or adverse regulatory action
- 24Significant claim payments may reduce the Company’s liquidity83% rewritten
- 25Rico exposures. If the amount of future claim payments is significantly more than that projected by the Company, the Company’s ability to make other claim payments and its financial condition, financial strength ratings and business prospects and share price could be adversely affectedNew
- 26Large insurance losses could increase substantially the Company’s insurance subsidiaries’ leverage ratios, which may prevent them from writing new insurance
- 27The Company’s holding companies’ ability to meet their obligations may be constrained
- 28The ability of AGL and its subsidiaries to meet their liquidity needs may be limited
- 29Losses arising from asset/liability mismatch in the Company’s annuity reinsurance business could have an adverse effect on its financial condition, results of operations, and ability to meets its obligations under annuity reinsurance contractsNew
Risks Related to Taxation
- 30Changes in U.S. tax laws could reduce the demand or profitability of financial guaranty insurance, or negatively impact the Company’s investments
- 31AGL may become, and AG Re and AGRO are, subject to taxes in Bermuda, which may adversely affect the Company’s future results of operations and an investment in the Company
- 32U.S. tax-exempt shareholders may be subject to the unrelated business taxable income rules with respect to certain insurance income of the Foreign Insurance Subsidiaries
- 33Changes in U.S. federal income tax law may adversely affect the Company and an investment in AGL’s common shares
- 34An ownership change under Section 382 of the Code could have adverse U.S. federal tax consequences
- 35An adverse adjustment under U.K. transfer pricing legislation or the imposition of diverted profits tax could adversely impact Assured Guaranty’s tax liability60% rewritten
- 36Assured Guaranty’s financial results may be affected by measures taken in response to the OECD BEPS projectNew
Risks Related to Applicable Law, Litigation and GAAP
- 37Changes in, or inability to comply with, applicable laws and regulations could adversely affect the Company’s financial condition, results of operations, capital, liquidity, business prospects and share price92% rewritten
- 38invests, regulatory agencies in jurisdictions in which the Company’s businesses operate have broad administrative power over many aspects of the Company’s business, which may include ethical issues, money laundering, cybersecurity, privacy, recordkeeping and marketing and sales practicesNew
- 39Changes in applicable laws or regulations or governmental policies may adversely impact the ability of issuers to satisfy obligations insured or reinsured by the Company21% rewritten
- 40Legislation, regulation, determinations made by legal or regulatory authorities, or litigation arising out of the struggles of distressed obligors may adversely impact obligations insured or reinsured by the Company, the Company’s legal rights as creditor and its investments
- 41AGL’s ability to pay dividends and fund share repurchases and other activities may be constrained by certain insurance regulatory requirements and restrictions
- 42Applicable insurance laws may make it difficult to effect a change of control of AGL
- 43An inability to obtain accurate and timely financial information from Sound Point or other alternative investment managers may impair the Company’s ability to comply with reporting obligations under federal securities law
- 44Change in industry and other accounting practices could adversely affect the Company’s financial condition, results of operations, business prospects and share price
Risks Related to AGL’s Common Shares
- 45The market price of AGL’s common shares may be volatile, and the value of an investment in the Company may decline
- 46Provisions in the Code and AGL’s Bye-Laws may reduce the voting rights of its common shares90% rewritten
- 47Provisions in AGL’s Bye-Laws may restrict the ability to transfer common shares, and may require shareholders to sell their common shares
Other Assured Guaranty 10-Ks
- FY2024 10-K risk factors44 risks
Public finance distress and municipal defaults threaten insured obligations and potential recoveries.
Filed Feb 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.