UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Assured Guaranty Ltd.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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*** Exercise Your Right to Vote ** *
Important Notice Regarding the Availabil ity of Proxy Materials for the Shareholder Meeting to Be Held on May 2, 2018.
ASSURED GUARANTY LTD.
Meeting Information
Meeting Type: Annual General Meeting
For holders as of : March 8, 2018
Date: May 2, 2018
Time: 8:00 AM, London Time
Location: 6 Bevis Marks
London EC3A 7BA
United Kingdom
ASSURED GUARANTY LTD.
30 WOODBOURNE AVENUE
HAMILTON, HM 08 BERMUDA
For directions to the Annual Meeting, contact Virg inia Reynolds at 020 7562 192 0 or Vreynolds@agltd.com
You are receiving this communication because y ou hold shares in the company named above.
This is not a bal lot. You cannot use this n otice to v ote these shares. This communication presents on ly an overview of the more complete proxy materials that are available to y ou on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage y ou to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to o btain proxy materials and votin g ins tructions.
E36273-P02192
ASSURED GUARANTY LTD.
30 Woodbourne Avenue
Hamilton HM 08 Bermuda
April 24, 2018
Annual General Meeting
May 2, 2018
Supplemental Information Regarding
Proposal No. 2 (Advisory Approval of Executive Compensation)
Assured Guaranty Ltd. (together with its subsidiaries, "Assured Guaranty") is filing the attached
additional materials in support of the Board of Directors’ recommended vote at our 2018 Annual General
Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be
Held on Wednesday, May 2, 2018
This supplemental information, as well as our proxy statement for the 2018 Annual General Meeting,
form of proxy card and 2017 Annual Report, is available at www.assuredguaranty.com/annualmeeting
and at www.proxyvote.com.
Important Information Regarding Voting
If you have already voted on Proposal No. 2, or any other proposal described in our 2018 proxy
statement, and you wish to change your vote, you may revoke your proxy by following any of the
procedures described below. If you are a shareholder of record, to revoke your proxy:
• Send in another signed proxy with a later date or resubmit your vote by telephone or the Internet,
• Send a letter revoking your proxy to our Secretary at 30 Woodbourne Avenue, Hamilton HM 08,
Bermuda, or
• Attend the Annual General Meeting and vote in person.
Beneficial owners who wish to change the votes submitted on their voting instruction cards should
contact their respective broker, bank or other nominee to determine how and when changes must be
submitted so that the nominee can revoke and change their votes on their behalf.
If you wish to revoke your proxy or make changes to your voting instruction card, as applicable, you must
do so in sufficient time to permit the necessary examination and tabulation of the subsequent proxy or
revocation before the vote is taken.
We appreciate your time and consideration on these matters and ask for your support of the Board’s
recommendations. If you have any questions, please feel free to contact Ling Chow, our General Counsel,
at (441) 279-5725.
EMBRACE POSSIBILITIES, INVEST IN CERTAINTIES
April 24, 2018Proxy Statement Supplement
The information herein supplements the proxy statement of Assured
Guaranty Ltd., dated March 21, 2018, which we refer to as the Proxy
Statement, furnished to its shareholders in connection with its Annual
General Meeting on May 2, 2018, and should be read in conjunction
with that Proxy Statement.
• This proxy statement supplement contains information that includes or is based upon forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward looking statements give the expectations or forecasts of future events of Assured Guaranty Ltd. (AGL) and its subsidiaries
(collectively with AGL, Assured Guaranty or the Company). These statements can be identified by the fact that they do not relate strictly to historical or current
facts and relate to future operating or financial performance
• Any or all of Assured Guaranty’s forward looking statements herein are based on current expectations and the current economic environment and may turn out to
be incorrect. Assured Guaranty’s actual results may vary materially. Among factors that could cause actual results to differ adversely are: (1) reduction in the
amount of available insurance opportunities and/or in the demand for Assured Guaranty's insurance; (2) rating agency action, including a ratings downgrade, a
change in outlook, the placement of ratings on watch for downgrade, or a change in rating criteria, at any time, of AGL or any of its subsidiaries, and/or of any
securities AGL or any of its subsidiaries have issued, and/or of transactions that AGL's subsidiaries have insured; (3) developments in the world’s financial and
capital markets that adversely affect obligors’ payment rates or Assured Guaranty’s loss experience; (4) the possibility that budget or pension shortfalls or other
factors will result in credit losses or impairments on obligations of state, territorial and local governments and their related authorities and public corporations that
Assured Guaranty insures or reinsures; (5) the failure of Assured Guaranty to realize loss recoveries that are assumed in its expected loss estimates; (6)
increased competition, including from new entrants into the financial guaranty industry; (7) rating agency action on obligors, including sovereign debtors, resulting
in a reduction in the value of securities in Assured Guaranty’s investment portfolio and in collateral posted by and to Assured Guaranty; (8) the inability of Assured
Guaranty to access external sources of capital on acceptable terms; (9) changes in the world’s credit markets, segments thereof, interest rates or general
economic conditions; (10) the impact of market volatility on the mark-to-market of Assured Guaranty’s contracts written in credit default swap form; (11) changes in
applicable accounting policies or practices; (12) changes in applicable laws or regulations, including insurance, bankruptcy and tax laws, or other governmental
actions; (13) the impact of changes in the world’s economy and credit and currency markets and in applicable laws or regulations relating to the decision of the
United Kingdom to exit the European Union; (14) the possibility that acquisitions or alternative investments made by Assured Guaranty do not result in the benefits
anticipated or subject Assured Guaranty to unanticipated consequences; (15) deterioration in the financial condition of Assured Guaranty’s reinsurers, the amount
and timing of reinsurance recoverables actually received and the risk that reinsurers may dispute amounts owed to Assured Guaranty under its reinsurance
agreements; (16) difficulties with the execution of Assured Guaranty’s business strategy; (17) loss of key personnel; (18) the effects of mergers, acquisitions and
divestitures; (19) natural or man-made catastrophes; (20) other risk factors identified in AGL’s filings with the U.S. Securities and Exchange Commission (the
SEC); (21) other risks and uncertainties that have not been identified at this time; and (22) management’s response to these factors
• The foregoing review of important factors should not be construed as exhaustive, and should be read in conjunction with the other cautionary statements that are
included in Assured Guaranty’s Form 10-K. The Company undertakes no obligation to update publicly or review any forward looking statement, whether as a result
of new information, future developments or otherwise, except as required by law. Investors are advised, however, to consult any further disclosures the Company
makes on related subjects in the Company’s reports filed with the SEC
• If one or more of these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may vary
materially from what the Company projected. Any forward looking statements in this presentation reflect the Company’s current views with respect to future events
and are subject to these and other risks, uncertainties and assumptions relating to its operations, results of operations, growth strategy and liquidity
• For these statements, the Company claims the protection of the safe harbor for forward looking statements contained in Section 27A of the Securities Act of 1933,
as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act)
Forward-Looking Statements and
Safe Harbor Disclosure
1
Non-GAAP Financial Measures
This proxy statement supplement references financial measures that are not determined in accordance with accounting principles generally accepted in the
United States of America (U.S. GAAP), and are identified as core, operating, PVP or non-GAAP. Although these non-GAAP financial measures should not be
considered substitutes for U.S. GAAP measures, our management and Board consider them important performance indicators and have employed them, as well
as other factors, in determining senior management incentive compensation. We referenced in the Management’s Discussion and Analysis in our Annual Report
on Form 10-K for the year ended December 31, 2017 certain of the non-GAAP financial measures we use in this proxy statement supplement. The definitions for
those non-GAAP financial measures, which are listed below, and how they may be calculated from the most directly comparable GAAP financial measures, may
be found on pages 91 to 96 of our Annual Report on Form 10-K for the year ended December 31, 2017
• non-GAAP operating income
• non-GAAP operating shareholders’ equity
• non-GAAP adjusted book value (ABV)
• PVP or present value of new business production
This proxy statement supplement also references certain non-GAAP financial measures, which are identified as “core”, that our management and Board also
consider important performance indicators and have employed, as well as other factors, in determining senior management incentive compensation. These
“core” measures, and how they are calculated from our GAAP financial statements, are as follows:
• Core operating income per diluted share. After making the adjustments to net income described on pages 91 to 92 of our Annual Report on Form
10-K, Management’s Discussion and Analysis, Non-GAAP Financial Measures, to arrive at non-GAAP operating income, the Company subtracts
the gain (or loss) related to financial guaranty variable interest entity (FG VIE) consolidation, net of the tax provision, also disclosed in such section
of the Form 10-K, and to calculate the per diluted share amount, divides the result by the weighted average diluted Common Shares during the
period
• Core operating shareholders’ equity per share. After making the adjustments to shareholders’ equity described on pages 92 to 93 of our Annual
Report on Form 10-K, Management’s Discussion and Analysis, Non-GAAP Financial Measures, to arrive at non-GAAP operating shareholders’
equity, the Company subtracts the gain (or loss) related to FG VIE consolidation, net of the tax provision, also disclosed in such section of the Form
10-K, and to calculate the per share amount, divides the result by the number of Common Shares outstanding as of the end of the period
• Core ABV. After making the adjustments to non-GAAP operating shareholders’ equity described on page 93 of our Annual Report on Form 10-K,
Management’s Discussion and Analysis, Non-GAAP Financial Measures, to arrive at non-GAAP adjusted book value (ABV), the Company
subtracts the gain (or loss) related to FG VIE consolidation, net of the tax provision, also disclosed in such section of the Form 10-K, and to
calculate the per share amount, divides the result by the number of Common Shares outstanding as of the end of the period
• Core operating ROE. Core operating ROE is calculated as core operating income divided by the average of core operating shareholders’ equity at
the beginning and end of the period
2
• The Compensation Committee considered the unique earnings model of the financial
guaranty industry in designing its five financial performance measures to evaluate the
performance of our executive officers
– When a financial guarantor writes a new financial guaranty policy, it does not earn the full amount of the
premium immediately; rather, the premium for the policy is earned over the term of the policy, often as long
as twenty or thirty years. In 2017, for example, only approximately 5% of the premiums we earned related to
new financial guaranty policies we wrote in 2017
– As a consequence, the premiums a financial guarantor earns in a year are primarily related to business it
has written over a long period, in our case decades
• The Compensation Committee has adopted financial performance measures to evaluate
management’s annual progress in creating value in our Company
– The Compensation Committee has used the same financial performance measures since 2015 to evaluate
our Company’s performance
– The Compensation Committee believes these financial performance measures provide a more consistent
basis to evaluate our value creation than the short-term movement in the price of our Common Shares,
which may be influenced by other factors
– On the following page, the first three financial performance measures assess value and its creation, while
the last two measures assess income production and efficiency
– The financial performance measures are more fully described in the Proxy Statement, and the non-GAAP
financial measures they reference are described on the previous page of this presentation
Our Financial Performance Measures Were
Designed to Measure Our Value Creation
3
• Core operating shareholders’ equity per share
– This is our equity concept, and excludes non-economic fair value adjustments as well as the impact
of consolidating FG VIEs, on a per share basis (which is the basis relevant to our shareholders)
• Core ABV per share
– This is our book value concept, and we believe it is the most comprehensive measure of our
intrinsic value (excluding franchise value), on a per share basis (which is the basis relevant to our
shareholders)
• PVP
– This is our measure of the economic value of new insurance business added during a period, and
is how we add value from financial guaranty and non-financial guaranty insurance originations to
our core ABV
• Core operating income per diluted share
– This is our measure of the income we are generating for our shareholders in a period, on a per
share basis (which is the basis relevant to our shareholders)
• Core operating ROE
– This is our measure of our capital efficiency in generating income for our shareholders during a
period
Our Financial Performance Measures
4
We Have Consistently Created Value
In Our Company Over the Last Five Years
100
120
140
160
180
200
220
240
260
280
300
30
35
40
45
50
55
60
65
70
75
80
2013 2014 2015 2016 2017
PV
P
($
in
m
ill
io
ns
)
Co
re
M
ea
su
re
P
er
S
ha
re
($
p
er
s
ha
re
)
Financial Performance
Core Operating Shareholders' Equity / Share Core Adjusted Book Value / Share PVP
• We have driven our first three financial performance measures, which we use to measure
our creation of economic value, higher in each of the last five years, including last year:
– Core operating shareholders’ equity per share rose from $49.95 per share at December 31,
2016 to $56.17 per share at December 31, 2017
– Core ABV per share rose from $66.64 per share at December 31, 2016 to $77.86 per share
at December 31, 2017
– PVP rose from $214 million in 2016 to $289 million in 2017
5
2013
• Returned $264
million through
share repurchases
• Established
Municipal
Assurance Corp.
• Entered into RMBS
agreement where
others paid or
agreed to pay $700
million (gross of
reinsurance)
2014
• Reassumed $1.2
billion of previously
ceded business
• Returned $590
million through
share repurchases
• Entered into RMBS
agreements where
others paid or
agreed to pay $581
million (gross of
reinsurance)
2015
• Acquired Radian
Asset Assurance,
adding $570 million
to ABV
• Returned $627
million through
share repurchases
and dividends
• Reassumed $855
million of previously
ceded business
2016
• Acquired the parent
of CIFG Assurance
North America, Inc.
for an initial net gain
of $259 million
• Returned $375
million through
share repurchases
and dividends
• Formed an
alternative
investments group
2017
• Acquired the
European operating
subsidiary of MBIA
Insurance Inc.
• Reassumed three
previously ceded
portfolios for $328
million in
commutation gains
• Returned $571
million through
share repurchases
and dividends
• Made first
investments in
asset management
Our Strategic Initiatives Have Driven
The Strength of Our Value Creation
100
120
140
160
180
200
220
240
260
280
300
30
35
40
45
50
55
60
65
70
75
80
2013 2014 2015 2016 2017
PV
P
($
in
m
ill
io
ns
)
Co
re
M
ea
su
re
P
er
S
ha
re
($
p
er
s
ha
re
)
Financial Performance
Core Operating Shareholders' Equity / Share Core Adjusted Book Value / Share PVP
6
Our Share Price Has Been Heavily Influenced
By Events in Puerto Rico, Especially Hurricane Maria
PR Says
Debt is
Unpayable
PR
Governor
Questions
RSA
Hurricanes
Harvey and
Maria
Monthly Comparison of AGO Share Prices, PR GO Bond Prices and S&P 500 Index
1,800
2,000
2,200
2,400
2,600
2,800
15
20
25
30
35
40
45
50
55
60
65
1/
1/
201
5
2/
1/
201
5
3/
1/
201
5
4/
1/
201
5
5/
1/
201
5
6/
1/
201
5
7/
1/
201
5
8/
1/
201
5
9/
1/
201
5
10
/1
/201
5
11
/1
/201
5
12
/1
/201
5
1/
1/
201
6
2/
1/
201
6
3/
1/
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6
4/
1/
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5/
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6
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/201
6
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/201
6
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/201
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7
2/
1/
201
7
3/
1/
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4/
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5/
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6/
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7
7/
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7
8/
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7
9/
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10
/1
/201
7
11
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/201
7
12
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8
S&
P
50
0
A
G
O
S
ha
re
P
ri
ce
a
nd
P
R
G
O
B
on
d
Pr
ic
e
(d
iff
er
en
t
ax
es
)
AGO Share Price PR 8% 2035 GO Bond S&P 500 Index
Puerto Rico Defaults
on GOs
PREPA Restructuring
Support Agreement
Announced
Hurricane aria
PR Governor
Questions P EPA
RSA PR Announces Initial Fiscal Plan
PR Governor Claims Debt
Unpayable
7
• Our PVP production, at $289 million, was the highest it has been since 2010, and with $66 million of PVP from non-
U.S. public finance markets, we reestablished ourselves in those markets
• We returned $571 million to our shareholders through repurchases of our Common Shares and dividends
• We completed our purchase of the European operating subsidiary of MBIA Insurance Corporation
• We reassumed three previously ceded portfolios resulting in aggregate pre-tax commutation gains of $328 million
• We made our first investments in the asset management area
• We successfully concluded two financial crisis-era recovery legal actions for a pre-tax gain of $151 million
• As shown in our Proxy Statement, we significantly exceeded four out of five of our financial performance goals
and, if either
the price of our Common Shares had not increased in the middle of the year and we had been able to
repurchase the number of Common Shares we originally projected we would with $500 million, or
it had not been for the 2017 Tax Act (which was adopted well after the goals were established)
we would have exceeded all of our financial performance goals
• We believe the value creation evident in our financial performance measures should eventually be reflected in our
share price. But, in light of our negative one-year total shareholder return and despite our 2017 accomplishments,
the Compensation Committee concluded that it was appropriate that Mr. Frederico’s cash incentive payment for
the 2017 performance year and his base salary for 2018 largely remain the same as the prior year
Our 2017 Performance Was Excellent
8
9
Proxy Statement Supplement
April 24, 2018
Assured Guaranty Contacts:
Robert Tucker
Senior Managing Director, Investor Relations and Corporate Communications
Direct: 212.339.0861
rtucker@agltd.com
Andre Thomas
Managing Director, Equity Investor Relations
Direct: 212.339.3551
athomas@agltd.com