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What changed 10-Q

Item 2. Unregistered Sales of Equity Securities

2022-05-06 compared with 2021-11-05 · 33 added, 18 removed, 25 unchanged (67% of the section changed)

1 unchanged sentence

Issuer’s Purchases of Equity Securities

The following table reflects purchases of AGL common shares made by the Company during Third Quarter 2021.

The following table reflects purchases of AGL common shares made by the Company during First Quarter 2022.

Purchased Average

5 unchanged sentences

Under the Program (2)

July 1- July 31 1,102,440 $ 46.90 1,102,440 $ 35,253,549

August 1- August 31 789,547 $ 49.40 787,702 $ 346,331,461

September 1- September 30 1,028,851 $ 47.41 1,028,851 $ 297,552,055

January 1 - January 31 940,333 $ 52.80 940,333 $ 56,124,501

February 1 - February 28 1,051,645 $ 57.55 836,967 $ 359,035,582

March 1 - March 31 961,259 $ 60.66 960,923 $ 300,749,261

Total 2,953,237 $ 57.05 2,738,223

____________________

(1) After giving effect to repurchases since the beginning of 2013 through November 4, 2021, the Company has repurchased a total of 129.8 million common shares for approximately $4,044 million, excluding commissions, at an average price of $31.16 per share.

The Board of Directors authorized, on August 4, 2021, an additional $350 million of share repurchases.

As of November 4, 2021, the remaining authorization the Company was authorized to purchase was $220 million of its common shares, on a settlement basis.

(1) After giving effect to repurchases since the Board first authorized the repurchase program on January 18, 2013, through May 5, 2022, the Company has repurchased a total of 135.8 million common shares for approximately $4,374 million, excluding commissions, at an average price of $32.21 per share.

On February 24, 2022, the Company announced that the Board of Directors had authorized an additional $350 million of share repurchases.

As of May 5, 2022, the remaining authorization the Company was authorized to purchase was $240 million of its common shares, on a settlement basis.

The repurchase program has no expiration date and the Board has previously increased the authorization periodically.

(2) Excludes commissions.

The following exhibits are filed with this report:

4.1 Form of Officer’s Certificate related to 3.600% Senior Notes due 2051, containing Form of 3.600% Senior Notes due 2051 as Exhibit A.

(Incorporated by reference to Exhibit 4.1 to Form 8-K filed on August 17, 2021)

22 Subsidiary Guarantors and Issuers of Guaranteed Securities

Number Description of Document

10.1 2022 Form of Executive TSR Performance Based Restricted Stock Unit Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan*

10.2 2022 Form of Executive ABV Performance Based Restricted Stock Unit Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan*

10.3 2022 Form of Executive Restricted Stock Unit Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan*

10.4 2022 Form of Executive Non-Equity Incentive Award Agreement under the Assured Guaranty L td .

2004 Long-Term Incentive Plan*

10.5 2022 Form of Non-Executive Performance Retention Award under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan*

10.6 2022 Form of Non-Executive Restricted Stock Unit Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan*

10.7 Form of Restricted Stock Agreement for Outside Directors under Assured Guaranty Ltd.

2004 Long-Term Incentive Plan, as in effect for awards commencing in 2022*

10.8 Form of Indemnification Agreement between the Company and its executive officers and directors*

31.1 Certification of CEO Pursuant to Exchange Act Rules 13A-14 and 15D-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

5 unchanged sentences

101.1 The following financial information from Assured Guaranty Ltd.’s Quarterly Report on Form 10-Q for the

quarter ended September 30, 2021 formatted in Inline XBRL:

(i) Condensed Consolidated Balance Sheets at September 30,2021 and December 31, 2020;

(ii) Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2021 and 2020;

(iii) Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months ended September 30, 2021 and 2020;

(iv) Condensed Consolidated Statements of Shareholders’ Equity for the Three and Nine Months ended September 30, 2021 and 2020;

(v) Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2021 and 2020;

quarter ended March 31, 2022 formatted in Inline XBRL:

(i) Condensed Consolidated Balance Sheets at March 31, 2022 and December 31, 2021;

(ii) Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2022 and 2021;

(iii) Condensed Consolidated Statements of Comprehensive Income for the Three Months ended March 31, 2022 and 2021;

(iv) Condensed Consolidated Statements of Shareholders’ Equity for the Three Months ended March 31, 2022 and 2021;

(v) Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2022 and 2021;

and (vi) Notes to Condensed Consolidated Financial Statements.

104.1 The Cover Page Interactive Data File from Assured Guaranty Ltd.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 formatted, in Inline XBRL (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101).

104.1 The Cover Page Interactive Data File from Assured Guaranty Ltd.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 formatted, in Inline XBRL (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101).

* Management contract or compensatory plan

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

ASSURED GUARANTY LTD.

Dated November 5, 2021 By:

Dated May 6, 2022 By:

/s/ ROBERT A.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.