0000874501us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2021-01-012021-09-30



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2022March 31, 2023
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number:1-10777
Ambac_Logo_286-jpg.jpg
AMBAC FINANCIAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware13-3621676
(State of incorporation)(I.R.S. employer identification no.)
One World Trade CenterNew YorkNY10007
(Address of principal executive offices)(Zip code)
(212)658-7470
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock par value $0.01 per shareAMBCNew York Stock Exchange
WarrantsAMBC WSNew York Stock Exchange
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    Yes     No  
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act): (Check one):
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes      No  
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes      No  
As of November 4, 2022, 44,971,229May 5, 2023, 45,321,870 shares of common stock, par value $0.01 per share, of the Registrant were outstanding.



AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995
Item NumberItem NumberPageItem NumberPageItem NumberPageItem NumberPage
PART I. FINANCIAL INFORMATIONPART I. FINANCIAL INFORMATIONPART I (CONTINUED)PART I. FINANCIAL INFORMATIONPART I (CONTINUED)
11Unaudited Consolidated Financial Statements of Ambac Financial Group, Inc. and Subsidiaries1Unaudited Consolidated Financial Statements of Ambac Financial Group, Inc. and Subsidiaries
33
44
22PART II. OTHER INFORMATION2PART II. OTHER INFORMATION
11
1A1A
22
33
5Other Information5Other Information
6Exhibits6Exhibits
| Ambac Financial Group, Inc. i 2022 Third2023 First Quarter FORM 10-Q |

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CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Management has included in Parts I and II of this Quarterly Report on Form 10-Q, including this MD&A, statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “estimate,” “project,” “plan,” “believe,” “anticipate,” “intend,” “planned,” “potential” and similar expressions, or future or conditional verbs such as “will,” “should,” “would,” “could,” and “may,” or the negative of those expressions or verbs, identify forward-looking statements. We caution readers that these statements are not guarantees of future performance. Forward-looking statements are not historical facts but instead represent only our beliefs regarding future events, which may by their nature be inherently uncertain and some of which may be outside our control. These statements may relate to plans and objectives with respect to the future, among other things which may change. We are alerting you to the possibility that our actual results may differ, possibly materially, from the expected objectives or anticipated results that may be suggested, expressed or implied by these forward-looking statements. Important factors that could cause our results to differ, possibly materially, from those indicated in the forward-looking statements include, among others, those discussed under “Risk Factors” in Part I, Item 1A of the 20212022 Annual Report on Form 10-K and in Part II, Item 1A of this quarterly Report on Form 10-Q.
Any or all of management’s forward-looking statements here or in other publications may turn out to be incorrect and are based on management’s current belief or opinions. Ambac Financial Group’s (“AFG”) and its subsidiaries’ (collectively, “Ambac” or the “Company”) actual results may vary materially, and there are no guarantees about the performance of Ambac’s securities. Among events, risks, uncertainties or factors that could cause actual results to differ materially are: (1) the highly speculative naturehigh degree of AFG’s common stock and volatility in the price of AFG’s common stock; (2) uncertainty concerning the Company’s ability to achieve value for holders of its securities, whether from Ambac Assurance Corporation (“AAC”) and its subsidiaries or from the specialty property and casualty program insurance business, the insurance distribution business, or related businesses; (3) inadequacy of reserves established for losses and loss expenses and the possibility that changes in loss reserves may result in further volatility of earnings or financial results; (4) potential for rehabilitation proceedings or other regulatory intervention or restrictions against AAC; (5) credit risk throughout Ambac’s business, including but not limited to credit risk related to insured residential mortgage-backed securities, student loan and other asset securitizations, public finance obligations (including risks associated with Chapter 9 and other restructuring proceedings), issuers of securities in our investment portfolios, and exposures to reinsurers; (6) our inability to effectively reduce insured financial guarantee exposures or achieve recoveries or investment objectives; (7) our inability to generate the significant amount of cash needed to service our debt and financial obligations, and our inability to refinance our indebtedness; (8) Ambac’s substantial indebtedness could adversely affect its financial condition and operating flexibility; (9) Ambac may not be able to obtain financing or raise capital on acceptable terms or at all due to its substantial indebtedness and
financial condition; (10) greater than expected underwriting losses in the Company’s specialty property and casualty insurance business; (11) failure of specialty insurance program partners to properly market, underwrite or administer policies; (12) inability to obtain reinsurance coverage on expected terms; (13) loss of key relationships for production of business in specialty property and casualty and insurance distribution businesses or the inability to secure such additional relationships to produce expected results; (14) the impact of catastrophic public health, environmental or natural events, including events like the COVID-19 pandemic, or global or regional conflicts, on significant portions of our insured portfolio; (11) the inability of AAC to realize the expected recoveries, including RMBS litigation recoveries, included in its financial statements, or changes in estimated RMBS litigation recoveries over time; (12) failure to recover claims paid on Puerto Rico exposures or realization of losses in amounts higher than expected; (13)(15) credit risks related to large single risks, risk concentrations and correlated risks; (14)(16) risks associated with adverse selection as Ambac’s financial guarantee insurance portfolio runs off; (15)(17) the risk that Ambac’s risk management policies and
practices do not anticipate certain risks and/or the magnitude of potential for loss; (16)(18) restrictive covenants in agreements and instruments that impair Ambac’s ability to pursue or achieve its business strategies; (17)(19) adverse effects on operating results or the Company’s financial position resulting from measures taken to reduce financial guarantee risks in its insured portfolio; (18)(20) disagreements or disputes with Ambac's insurance regulators; (19)(21) loss of control rights in transactions for which we provide financial guarantee insurance; (20) adverse tax consequences or other costs resulting from the characterization(22) inability to realize expected recoveries of the AAC’s surplus notes or other obligations as equity; (21)financial guarantee losses; (23) risks attendant to the change in composition of securities in the Ambac’s investment portfolio; (22)(24) adverse impacts from changes in prevailing interest rates; (23)(25) events or circumstances that result in the impairment of our intangible assets and/or goodwill that was recorded in connection with Ambac’s acquisition of 80% of the membership interests of Xchange Benefits, LLC; (24)acquisitions; (26) risks associated with the expected discontinuance of the London Inter-Bank Offered Rate; (25)(27) factors that may negatively influence the amount of installment premiums paid to Ambac; (26) risks relating to determinations of amounts of impairments taken on investments; (27)(28) the risk of litigation and regulatory inquiries or investigations, and the risk of adverse outcomes in connection therewith; (28)(29) the Company’s ability to adapt to the rapid pace of regulatory change; (30) actions of stakeholders whose interests are not aligned with broader interests of Ambac's stockholders; (29)(31) system security risks, data protection breaches and cyber attacks; (30)(32) regulatory oversight of Ambac Assurance UK Limited (“Ambac UK”) and applicable regulatory restrictions may adversely affect our ability to realize value from Ambac UK or the amount of value we ultimately realize; (31)(33) failures in services or products provided by third parties; (32)(34) political developments that disrupt the economies where the Company has insured exposures; (35) our inability to attract and retain qualified executives, senior managers and other employees, or the loss of such personnel; (33)(36) fluctuations in foreign currency exchange rates; (34)(37) failure to realize our business expansion plans or failure of such plans to create value; (35)(38) greater competition for our specialty property &and casualty program insurance business and/or our insurance distribution business; (36)(39) loss or lowering of the AM Best rating for our property and casualty insurance company subsidiaries; (37)(40) disintermediation within the insurance industry or greater competition that negatively impacts our managing general agency/underwriting business; (38)from technology-based insurance solutions; (41) changes in law or in the functioning of the healthcare market that impair the business model of our accident and health managing general underwriter; and (39)(42) other risks and uncertainties that have not been identified at this time.
| Ambac Financial Group, Inc. 1 2022 Third2023 First Quarter FORM 10-Q |

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PART I.    FINANCIAL INFORMATION
Item 1.     Unaudited Financial Statements of Ambac Financial Group, Inc. and Subsidiaries

AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
September 30,December 31,March 31,December 31,
(Dollars in millions, except share data) (September 30, 2022 (Unaudited))20222021
(Dollars in millions, except share data) (March 31, 2023 (Unaudited))(Dollars in millions, except share data) (March 31, 2023 (Unaudited))20232022
Assets:Assets:Assets:
Investments:Investments:Investments:
Fixed maturity securities - available-for-sale, at fair value (amortized cost of $1,467 and $1,605)$1,384 $1,730 
Fixed maturity securities pledged as collateral, at fair value (amortized cost of $15 and $15)15 15 
Fixed maturity securities - available-for-sale, at fair value (amortized cost of $1,554 and $1,469)Fixed maturity securities - available-for-sale, at fair value (amortized cost of $1,554 and $1,469)$1,494 $1,395 
Fixed maturity securities - trading, at fair valueFixed maturity securities - trading, at fair value105 — Fixed maturity securities - trading, at fair value29 59 
Short-term investments, at fair value (amortized cost of $523 and $415)523 414 
Short-term investments pledged as collateral, at fair value (amortized cost of $55 and $105)55 105 
Other investments (includes $547 and $683 at fair value)559 690 
Total investments (net of allowance for credit losses of $0 and $0)2,640 2,955 
Cash and cash equivalents29 17 
Restricted cash6 
Short-term investments, at fair value (amortized cost of $367 and $507)Short-term investments, at fair value (amortized cost of $367 and $507)367 507 
Short-term investments pledged as collateral, at fair value (amortized cost of $61 and $64)Short-term investments pledged as collateral, at fair value (amortized cost of $61 and $64)61 64 
Other investments (includes $545 and $556 at fair value)Other investments (includes $545 and $556 at fair value)557 568 
Total investments (net of allowance for credit losses of $1 and $0)Total investments (net of allowance for credit losses of $1 and $0)2,509 2,593 
Cash and cash equivalents (including $10 and $14 of restricted cash)Cash and cash equivalents (including $10 and $14 of restricted cash)48 44 
Premium receivables (net of allowance for credit losses of $6 and $9)268 323 
Premium receivables (net of allowance for credit losses of $5 and $5)Premium receivables (net of allowance for credit losses of $5 and $5)272 269 
Reinsurance recoverable on paid and unpaid losses (net of allowance for credit losses of $0 and $0)Reinsurance recoverable on paid and unpaid losses (net of allowance for credit losses of $0 and $0)80 55 Reinsurance recoverable on paid and unpaid losses (net of allowance for credit losses of $0 and $0)130 115 
Deferred ceded premiumDeferred ceded premium99 90 Deferred ceded premium135 124 
Deferred acquisition costsDeferred acquisition costs4 
Subrogation recoverableSubrogation recoverable1,949 2,092 Subrogation recoverable146 271 
Derivative assetsDerivative assets28 76 Derivative assets31 27 
Intangible assetsIntangible assets318 362 Intangible assets321 326 
GoodwillGoodwill46 46 Goodwill61 61 
Other assetsOther assets85 68 Other assets85 84 
Variable interest entity assets:Variable interest entity assets:Variable interest entity assets:
Fixed maturity securities, at fair valueFixed maturity securities, at fair value2,119 3,455 Fixed maturity securities, at fair value2,119 1,967 
Restricted cashRestricted cash2 Restricted cash256 17 
Loans, at fair valueLoans, at fair value1,682 2,718 Loans, at fair value1,856 1,829 
Derivative assets60 38 
Other assets1 
Derivative and other assetsDerivative and other assets244 241 
Total assetsTotal assets$9,412 $12,303 Total assets$8,219 $7,973 
Liabilities and Stockholders’ Equity:Liabilities and Stockholders’ Equity:Liabilities and Stockholders’ Equity:
Liabilities:Liabilities:Liabilities:
Unearned premiumsUnearned premiums$359 $395 Unearned premiums$389 $372 
Loss and loss expense reserves1,009 1,570 
Loss and loss adjustment expense reservesLoss and loss adjustment expense reserves851 805 
Ceded premiums payableCeded premiums payable33 33 Ceded premiums payable38 39 
Deferred program fees and reinsurance commissionsDeferred program fees and reinsurance commissions
Long-term debtLong-term debt2,201 2,230 Long-term debt497 639 
Accrued interest payableAccrued interest payable576 576 Accrued interest payable438 427 
Derivative liabilitiesDerivative liabilities40 95 Derivative liabilities44 38 
Other liabilitiesOther liabilities244 133 Other liabilities141 163 
Variable interest entity liabilities:Variable interest entity liabilities:Variable interest entity liabilities:
Long-term debt (includes $2,603 and $4,056 at fair value)2,752 4,216 
Long-term debt (includes $2,869 and $2,788 at fair value)Long-term debt (includes $2,869 and $2,788 at fair value)3,060 3,107 
Derivative liabilitiesDerivative liabilities1,110 1,940 Derivative liabilities1,174 1,048 
Other liabilitiesOther liabilities255 
Total liabilitiesTotal liabilities8,324 11,187 Total liabilities6,892 6,647 
Commitments and contingencies (See Note 14)Commitments and contingencies (See Note 14)Commitments and contingencies (See Note 14)
Redeemable noncontrolling interestRedeemable noncontrolling interest18 18 Redeemable noncontrolling interest20 20 
Stockholders’ equity:Stockholders’ equity:Stockholders’ equity:
Preferred stock, par value $0.01 per share;20,000,000 shares authorized shares; issued and outstanding shares—nonePreferred stock, par value $0.01 per share;20,000,000 shares authorized shares; issued and outstanding shares—none — Preferred stock, par value $0.01 per share;20,000,000 shares authorized shares; issued and outstanding shares—none — 
Common stock, par value $0.01 per share; 130,000,000 shares authorized; issued shares: 46,658,990 and 46,477,068 — 
Common stock, par value $0.01 per share; 130,000,000 shares authorized; issued shares: 46,659,019 and 46,658,990Common stock, par value $0.01 per share; 130,000,000 shares authorized; issued shares: 46,659,019 and 46,658,990 — 
Additional paid-in capitalAdditional paid-in capital270 257 Additional paid-in capital278 274 
Accumulated other comprehensive income (loss)Accumulated other comprehensive income (loss)(315)58 Accumulated other comprehensive income (loss)(217)(253)
Retained earningsRetained earnings1,068 726 Retained earnings1,206 1,245 
Treasury stock, shares at cost: 1,694,971 and 172,929(15)(3)
Treasury stock, shares at cost: 1,337,274 and 1,685,233Treasury stock, shares at cost: 1,337,274 and 1,685,233(14)(15)
Total Ambac Financial Group, Inc. stockholders’ equityTotal Ambac Financial Group, Inc. stockholders’ equity1,009 1,038 Total Ambac Financial Group, Inc. stockholders’ equity1,254 1,252 
Nonredeemable noncontrolling interestNonredeemable noncontrolling interest62 60 Nonredeemable noncontrolling interest53 53 
Total stockholders’ equityTotal stockholders’ equity1,071 1,098 Total stockholders’ equity1,307 1,305 
Total liabilities, redeemable noncontrolling interest and stockholders’ equityTotal liabilities, redeemable noncontrolling interest and stockholders’ equity$9,412 $12,303 Total liabilities, redeemable noncontrolling interest and stockholders’ equity$8,219 $7,973 
See accompanying Notes to Unaudited Consolidated Financial Statements
| Ambac Financial Group, Inc. 2 2022 Third2023 First Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Total Comprehensive Income (Loss) (Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended March 31,
(Dollars in millions, except share data)(Dollars in millions, except share data)2022202120222021(Dollars in millions, except share data)20232022
Revenues:Revenues:Revenues:
Net premiums earnedNet premiums earned$11 $11 $39 36 Net premiums earned$14 $15 
Commission incomeCommission income14 
Program feesProgram fees1 — 
Net investment income (loss)11 21 (6)112 
Net investment incomeNet investment income34 
Net investment gains (losses), including impairmentsNet investment gains (losses), including impairments14 31 Net investment gains (losses), including impairments(4)10 
Net gains (losses) on derivative contractsNet gains (losses) on derivative contracts37 124 19 Net gains (losses) on derivative contracts(4)57 
Net realized gains (losses) on extinguishment of debt — 57 33 
Commission income7 22 20 
Other income (expense)1 5 — 
Other incomeOther income3 
Income (loss) on variable interest entitiesIncome (loss) on variable interest entities(1)14 Income (loss) on variable interest entities(1)22 
Total revenues80 51 286 229 
Total revenues and other incomeTotal revenues and other income58 119 
Expenses:Expenses:Expenses:
Losses and loss expenses (benefit)(353)(55)(341)(73)
Losses and loss adjustment expensesLosses and loss adjustment expenses18 24 
Amortization of deferred acquisition costs, netAmortization of deferred acquisition costs, net1 — 
Commission expenseCommission expense8 
General and administrative expensesGeneral and administrative expenses36 29 
Intangible amortizationIntangible amortization6 11 34 44 Intangible amortization7 14 
Operating expenses37 32 104 94 
Interest expenseInterest expense49 44 138 144 Interest expense16 44 
Total expensesTotal expenses(262)32 (66)208 Total expenses86 116 
Pretax income342 19 352 21 
Pretax income (loss)Pretax income (loss)(29)3 
Provision for income taxesProvision for income taxes2 4 15 Provision for income taxes4 — 
Net income340 17 348 
Net income (loss)Net income (loss)(33)2 
Less: net (gain) loss attributable to noncontrolling interestLess: net (gain) loss attributable to noncontrolling interest — (1)(1)Less: net (gain) loss attributable to noncontrolling interest(1)— 
Net income attributable to common stockholders$340 $17 $347 $5 
Net income (loss) attributable to common stockholdersNet income (loss) attributable to common stockholders$(33)$2 
Other comprehensive income (loss), after taxOther comprehensive income (loss), after taxOther comprehensive income (loss), after tax
Net income$340 $17 $348 $
Unrealized gains (losses) on securities, net of income tax provision (benefit) of $(3), $—, $(8) and $(2)(59)(4)(236)(2)
Gains (losses) on foreign currency translation, net of income tax provision (benefit) of $—, $—, $— and $—(58)(19)(136)(11)
Credit risk changes of fair value option liabilities, net of income tax provision (benefit) of $—, $—, $— and $—(1)—  (1)
Changes to postretirement benefit, net of income tax provision (benefit) of $—, $—, $— and $— — (1)(1)
Net income (loss)Net income (loss)$(33)$2 
Unrealized gains (losses) on securities, net of income tax provision (benefit) of $1 and $(2)Unrealized gains (losses) on securities, net of income tax provision (benefit) of $1 and $(2)17 (105)
Gains (losses) on foreign currency translation, net of income tax provision (benefit) of $0 and $0Gains (losses) on foreign currency translation, net of income tax provision (benefit) of $0 and $016 (23)
Credit risk changes of fair value option liabilities, net of income tax provision (benefit) of $0 and $0Credit risk changes of fair value option liabilities, net of income tax provision (benefit) of $0 and $0 — 
Changes to postretirement benefit, net of income tax provision (benefit) of $0 and, $0Changes to postretirement benefit, net of income tax provision (benefit) of $0 and, $03 — 
Total other comprehensive income (loss), net of income taxTotal other comprehensive income (loss), net of income tax(118)(23)(372)(15)Total other comprehensive income (loss), net of income tax36 (127)
Total comprehensive income (loss), net of income taxTotal comprehensive income (loss), net of income tax222 (6)(24)(9)Total comprehensive income (loss), net of income tax3 (125)
Less: comprehensive (gain) loss attributable to the noncontrolling interestLess: comprehensive (gain) loss attributable to the noncontrolling interest — (1)(1)Less: comprehensive (gain) loss attributable to the noncontrolling interest(1)— 
Total comprehensive income (loss) attributable to common stockholdersTotal comprehensive income (loss) attributable to common stockholders$222 $(6)$(25)$(10)Total comprehensive income (loss) attributable to common stockholders$3 $(125)
Net income (loss) per share attributable to common stockholders:Net income (loss) per share attributable to common stockholders:Net income (loss) per share attributable to common stockholders:
BasicBasic$7.50 $0.35 $7.56 $(0.19)Basic$(0.73)$0.04 
DilutedDiluted$7.41 $0.35 $7.48 $(0.19)Diluted$(0.73)$0.04 
Weighted average number of common shares outstanding:Weighted average number of common shares outstanding:Weighted average number of common shares outstanding:
BasicBasic45,307,019 46,615,552 45,847,306 46,503,196 Basic45,564,276 46,731,459 
DilutedDiluted45,846,405 47,044,132 46,356,094 46,503,196 Diluted45,564,276 47,359,731 
See accompanying Notes to Unaudited Consolidated Financial Statements
| Ambac Financial Group, Inc. 3 2022 Third2023 First Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity (Unaudited)

Three months ended September 30, 2022 and 2021
Ambac Financial Group, Inc.
(Dollars in millions)TotalRetained
Earnings
Accumulated
Other
Comprehensive
Income
Preferred
Stock
Common
Stock
Additional Paid-in
Capital
Common
Stock Held
in Treasury,
at Cost
Nonredeemable
Noncontrolling
Interest
Balance at June 30, 2022$846 $728 $(196)$ $ $267 $(16)$62 
Total comprehensive income (loss)222 340 (118)     
Stock-based compensation4     4   
Cost of shares (acquired) issued under equity plan (1)      
Balance at September 30, 2022$1,071 $1,068 $(315)$ $ $270 $(15)$62 
Balance at June 30, 2021$1,123 $732 $87 $— $— $249 $(5)$60 
Total comprehensive income (loss)(6)17 (23)— — — — — 
Stock-based compensation— — — — — — 
Cost of shares (acquired) issued under equity plan— (2)— — — — — 
Balance at September 30, 2021$1,121 $746 $64 $ $ $253 $(3)$60 

Nine months ended September 30, 2022 and 2021
Ambac Financial Group, Inc.
(Dollars in millions)TotalRetained
Earnings
Accumulated
Other
Comprehensive
Income
Preferred
Stock
Common
Stock
Additional Paid-in
Capital
Common
Stock Held
in Treasury,
at Cost
Noncontrolling
Interest
Balance at January 1, 2022$1,098 $726 $58 $ $ $257 $(3)$60 
Total comprehensive income (loss)(25)347 (372)     
Stock-based compensation13     13   
Cost of shares repurchased(14)(14)
Sale of NCI in subsidiary2  2 
Cost of shares (acquired) issued under equity plan(4)(5)   2  
Balance at September 30, 2022$1,071 $1,068 $(315)$ $ $270 $(15)$62 
Balance at January 1, 2021$1,140 $759 $79 $— $— $242 $(1)$60 
Total comprehensive income (loss)(10)(15)— — — — — 
Stock-based compensation10 — — — — 10 — — 
Cost of shares (acquired) issued under equity plan(6)(4)— — — — (2)— 
Changes to redeemable NCI(14)(14)— — — — — — 
Balance at September 30, 2021$1,121 $746 $64 $ $ $253 $(3)$60 
Three months ended March 31, 2023 and 2022
Ambac Financial Group, Inc.
(Dollars in millions)TotalPreferred
Stock
Common
Stock
Additional Paid-in
Capital
Accumulated
Other
Comprehensive
Income
Retained
Earnings
Common
Stock Held
in Treasury,
at Cost
Nonredeemable
Noncontrolling
Interest
Balance at December 31, 2022$1,305 $ $ $274 $(253)$1,245 $(15)$53 
Total comprehensive income (loss)3    36 (33)  
Stock-based compensation3   3     
Cost of shares (acquired) issued under equity plan(5)    (6)2  
Balance at March 31, 2023$1,307 $ $ $278 $(217)$1,206 $(14)$53 
Balance at December 31, 2021$1,098 $— $— $257 $58 $726 $(3)$60 
Total comprehensive income (loss)(125)— — — (127)— — 
Stock-based compensation— — — — — — 
Cost of shares (acquired) issued under equity plan(3)— — — — (5)— 
Balance at March 31, 2022$974 $ $ $262 $(70)$723 $(2)$60 
See accompanying Notes to Unaudited Consolidated Financial Statements

| Ambac Financial Group, Inc. 4 2022 Third2023 First Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,Three Months Ended March 31,
(Dollars in millions)(Dollars in millions)20222021(Dollars in millions)20232022
Cash flows from operating activities:Cash flows from operating activities:Cash flows from operating activities:
Net income attributable to common stockholdersNet income attributable to common stockholders$347 $Net income attributable to common stockholders$(33)$
Redeemable noncontrolling interestRedeemable noncontrolling interest(1)(1)Redeemable noncontrolling interest(1)— 
Net incomeNet income348 Net income(33)
Adjustments to reconcile net income to net cash used in operating activities:Adjustments to reconcile net income to net cash used in operating activities:Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization1 
DepreciationDepreciation — 
Amortization of bond premium and discountAmortization of bond premium and discount(8)(9)Amortization of bond premium and discount(3)(3)
Share-based compensationShare-based compensation13 10 Share-based compensation3 
Unearned premiums, netUnearned premiums, net(47)(75)Unearned premiums, net6 (11)
Losses and loss expenses, netLosses and loss expenses, net(328)(148)Losses and loss expenses, net143 (6)
Ceded premiums payableCeded premiums payable Ceded premiums payable(1)
Premium receivablesPremium receivables57 44 Premium receivables(3)
Accrued interest payableAccrued interest payable72 75 Accrued interest payable(37)24 
Amortization of intangible assetsAmortization of intangible assets34 44 Amortization of intangible assets7 14 
Net investment gains (losses), including impairmentsNet investment gains (losses), including impairments(31)(4)Net investment gains (losses), including impairments4 (10)
(Gain) loss on extinguishment of debt(57)(33)
Variable interest entity activitiesVariable interest entity activities(14)(5)Variable interest entity activities1 (22)
Derivative assets and liabilitiesDerivative assets and liabilities(62)(23)Derivative assets and liabilities14 (46)
Other, netOther, net83 (26)Other, net(25)48 
Net cash provided by (used in) operating activities59 (136)
Net cash provided by operating activitiesNet cash provided by operating activities77 9 
Cash flows from investing activities:Cash flows from investing activities:Cash flows from investing activities:
Proceeds from sales of bondsProceeds from sales of bonds454 126 Proceeds from sales of bonds63 141 
Proceeds from matured bondsProceeds from matured bonds83 658 Proceeds from matured bonds6 20 
Purchases of bondsPurchases of bonds(273)(286)Purchases of bonds(104)(33)
Proceeds from sales of other invested assetsProceeds from sales of other invested assets142 75 Proceeds from sales of other invested assets41 45 
Purchases of other invested assetsPurchases of other invested assets(99)(97)Purchases of other invested assets(14)(25)
Change in short-term investmentsChange in short-term investments(58)125 Change in short-term investments146 (114)
Change in cash collateral receivable60 11 
Change in cash collateralChange in cash collateral(16)54 
Change in consolidated VIE cash collateralChange in consolidated VIE cash collateral254 — 
Proceeds from paydowns of consolidated VIE assetsProceeds from paydowns of consolidated VIE assets126 134 Proceeds from paydowns of consolidated VIE assets57 47 
Other, netOther, net — Other, net8 — 
Net cash provided by investing activitiesNet cash provided by investing activities435 745 Net cash provided by investing activities441 136 
Cash flows from financing activities:Cash flows from financing activities:Cash flows from financing activities:
Proceeds from issuance of Sitka AAC Note 1,163 
Proceeds from issuance of Surplus Notes 
Paydowns of LSNI Ambac Note (1,641)
Payments for purchases of common stock(14)— 
Payments for extinguishment of surplus notes(58)— 
Payments for debt issuance costs (12)
Payments for redemption of Tier 2 NotesPayments for redemption of Tier 2 Notes(97)— 
Tax payments related to shares withheld for share-based compensation plansTax payments related to shares withheld for share-based compensation plans(4)(6)Tax payments related to shares withheld for share-based compensation plans(5)(3)
Distributions to noncontrolling interest holdersDistributions to noncontrolling interest holders1 (1)Distributions to noncontrolling interest holders — 
Payments of consolidated VIE liabilitiesPayments of consolidated VIE liabilities(404)(133)Payments of consolidated VIE liabilities(174)(49)
Net cash used in financing activitiesNet cash used in financing activities(479)(623)Net cash used in financing activities(276)(52)
Effect of foreign exchange on cash, cash equivalents and restricted cashEffect of foreign exchange on cash, cash equivalents and restricted cash(1)— Effect of foreign exchange on cash, cash equivalents and restricted cash — 
Net cash flowNet cash flow14 (14)Net cash flow243 93 
Cash, cash equivalents, and restricted cash at beginning of periodCash, cash equivalents, and restricted cash at beginning of period23 35 Cash, cash equivalents, and restricted cash at beginning of period61 23 
Cash, cash equivalents, and restricted cash at end of periodCash, cash equivalents, and restricted cash at end of period$38 $22 Cash, cash equivalents, and restricted cash at end of period$304 $116 
See accompanying Notes to Unaudited Consolidated Financial Statements
| Ambac Financial Group, Inc. 5 2022 Third2023 First Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Background and Business DescriptionNote 1. Background and Business DescriptionNote 8. Intangible AssetsNote 1. Background and Business DescriptionNote 8. Goodwill and Intangible Assets
Note 2. Basis of Presentation and Significant Accounting PoliciesNote 2. Basis of Presentation and Significant Accounting PoliciesNote 9. Variable Interest EntitiesNote 2. Basis of Presentation and Significant Accounting PoliciesNote 9. Variable Interest Entities
Note 3. Segment InformationNote 3. Segment InformationNote 10. Revenues From Contracts with CustomersNote 3. Segment InformationNote 10. Revenues From Contracts with Customers
Note 4. InvestmentsNote 4. InvestmentsNote 11. Comprehensive IncomeNote 4. InvestmentsNote 11. Comprehensive Income
Note 5. Fair Value MeasurementsNote 5. Fair Value MeasurementsNote 12. Net Income Per ShareNote 5. Fair Value MeasurementsNote 12. Net Income Per Share
Note 6. Insurance ContractsNote 6. Insurance ContractsNote 13. Income TaxesNote 6. Insurance ContractsNote 13. Income Taxes
Note 7. Derivative InstrumentsNote 7. Derivative InstrumentsNote 14. Commitments and ContingenciesNote 7. Derivative InstrumentsNote 14. Commitments and Contingencies
| Ambac Financial Group, Inc. 6 2022 Third2023 First Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial StatementsStatements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
1.    BACKGROUND AND BUSINESS DESCRIPTION
The following description provides an update of Note 1. Background and Business Description in the Notes to the Consolidated Financial Statements included in Part II, Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2022, and should be read in conjunction with the complete descriptions provided in the Form 10-K. Capitalized terms used, but not defined herein, and in the other footnotes to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q shall have the meanings ascribed thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.2022.
Ambac Financial Group, Inc. (“AFG”), headquartered in New York City, is a financial services holding company incorporated in the state of Delaware on April 29, 1991. References to “Ambac,” the “Company,” “we,” “our,” and “us” are to AFG and its subsidiaries, as the context requires. Ambac's business operations include:
Legacy Financial Guarantee Insurance — Ambac's financial guarantee business includes the activities of Ambac Assurance Corporation ("AAC") and its wholly owned subsidiaries, including Ambac Assurance UK Limited (“Ambac UK”) and Ambac Financial Services LLC ("AFS"). Both AAC and Ambac UK (the "Legacy Financial Guarantee Companies") have financial guarantee insurance portfolios that have been in runoff since 2008. AFS uses derivatives to hedge interest rate risk in AAC's insurance and investment portfolios.
Specialty Property & Casualty Insurance — Ambac's hybrid fronting Specialty Property & Casualty Insurance program business. Currently includes five admitted carriers and an excess and surplus lines (“E&S” or “nonadmitted”) insurer Everspan Indemnity Insurance Company (collectively, “Everspan”). Three of the five admitted carrier were acquired in 2022. Everspan carriers have an AM Best rating of 'A-' (Excellent).
Insurance Distribution — Ambac's specialty property and casualty ("P&C") insurance distribution business, which could include Managing General Agents and Underwriters (collectively "MGAs"), insurance wholesalers,brokers, and other distribution businesses,businesses; currently includes Xchange Benefits, LLC (“Xchange”) a P&C MGA specializing in accident and health products. Refer to Note 3. Business Combinationproducts; All Trans Risk Solutions, LLC ("All Trans"), an MGA specializing in the Notes to Consolidated Financial Statements included Part II, Item 8commercial automobile insurance for specific "for-hire" auto clauses; and Capacity Marine Corporation ("Capacity Marine"), a wholesale and retail brokerage and reinsurance intermediary specializing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for further information relating to this acquisition. As discussed further below, the insurance distribution segment has been expanded to include two acquisitions that occurred in the fourth quarter of 2022.marine and international risk.
Beginning in the first quarter of 2022, theThe Company began reportingreports these three business operations as segments; see Note 3. Segment Information for further information.
Strategies to Enhance Shareholder Value
The Company's primary goal is to maximize long-term shareholder value through the execution of keytargeted strategies for both its (i) Specialty P&CProperty and Casualty Insurance Platformand Insurance Distribution businesses and (ii) Legacy Financial Guarantee Companies.Insurance business.
Specialty P&CProperty and Casualty Insurance Platformand Insurance Distribution strategic priorities include:
Growing and diversifying thea Specialty Property &and Casualty insuranceInsurance business with existingwhich generates underwriting profits and newan attractive return on capital from a diversified portfolio of commercial and personal liability risks accessed through program partners.administrators.
Building a leadingan Insurance Distribution business based on deep domain knowledge in specialty and niche classes of risk which generate attractive margins at scale. This will be achieved through additional acquisitions, new business “de-novo” formation and de novo builds,incubation, and product expansion supported by a centralized businesstechnology led shared services unit including core technology solutions.offering.
Making opportunistic investments that are strategic to both the overall Specialty P&CProperty and Casualty Insurance Platform.and Insurance Distribution businesses.
Legacy Financial Guarantee Companies’Insurance strategic priorities include:
Actively managing, de-risking and mitigating insured portfolio risk.
Pursuing lossrisk, and pursuing recovery through active litigation and other means, particularly residential mortgage back security representation and warranty litigation.of previously paid losses.
Improving operating efficiency and optimizing our asset and liability profile.
Exploring at the appropriate time, strategic options to further maximize value for AFG.
The execution of Ambac’s strategy to increase the value of its investment in AAC is subject to the restrictions set forth in the Settlement Agreement, dated as of June 7, 2010, as amended (the "Settlement Agreement"), by and among AAC, Ambac Credit Products LLC ("ACP"), AFG and certain counterparties to credit default swaps with ACP that were guaranteed by AAC;AAC, as well as the Stipulation and Order among the Office of the Commissioner of Insurance for the State of Wisconsin (“OCI”), AFG and AAC that became effective on February 12, 2018, as amended (the “Stipulation and Order”); and the indenture for the Tier 2 Notes,, each of which requires OCI and, under certain circumstances, holders of the debt instruments benefiting from such restrictions,surplus notes, to approve certain actions taken by or in respect of AAC. In exercising its approval rights, OCI will act for the benefit of policyholders, and will not take into account the interests of AFG.
The Settlement Agreement limits certain activities of AAC and its subsidiaries, such as issuing indebtedness; engaging in mergers and similar transactions; disposing of assets; making restricted payments; creating or permitting liens; engaging in transactions with affiliates; modifying or creating tax sharing agreements; and taking certain actions with respect to surplus notes (among other restrictions and limitations). The Settlement Agreement includes certain allowances with respect to these activities and generally requires the approval of OCI and, in some cases, holders of
| Ambac Financial Group, Inc. 72023 First Quarter FORM 10-Q |

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Notes to Unaudited Consolidated Financial Statements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
surplus notes issued pursuant to the Settlement Agreement, for consents, waivers or amendments.
The Stipulation and Order includes affirmative covenants, as well as restrictions on certain business activities and transactions, of AFG and AAC. The Stipulation and Order has no fixed term and may be terminated or modified only with the approval of OCI. OCI reserved the right to modify or terminate the Stipulation and Order in a manner consistent with the interests of policyholders, creditors and the public generally.
The execution of Ambac’s strategy to increase the value of its investment in AAC may also be affected by a new capital framework being developed by OCI ("OCI's Runoff Capital Framework") to assist OCI with making decisions related to capital and liquidity management at AAC. OCI's Runoff Capital Framework is not yet complete and therefore we are not able to predict the results of such and what it may mean for our Legacy Financial Guarantee strategy, particularly as it relates to deleveraging AAC and distributing capital to AFG.
Opportunities for remediating losses on poorly performing insured transactions also depend on market conditions, including the perception of AAC’s creditworthiness, the structure of the underlying risk and associated policy as well as other counterparty specific factors. AAC's ability to commute policies or purchase certain investments may also be limited by available liquidity.
| Ambac Financial Group, Inc. 72022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Settlement of RMBS Litigation and Partial Redemption of Secured Notes:
Settlement of RMBS Litigation:
In October 2022, AAC entered into a Settlement Agreement and Release (the “Settlement Agreement”) with Bank of America Corporation and certain affiliates thereof (together, the “BOA Parties”) whereby the BOA Parties agreed to pay AAC the sum of $1,840 (the “Settlement Payment”) following the dismissal of AAC’s lawsuits against the BOA Parties, and the withdrawal by AAC of its objections, including any pending appeals, concerning the settlements that are the subject of certain trust instructional proceedings. The Settlement Payment received in October 2022 will significantly reduce Subrogation recoverable on the Consolidated Balance Sheet. In exchange for the Settlement Payment, AAC, on its own behalf and on behalf of its affiliates, has agreed to release the BOA Parties and related parties (the “Released Parties”) from claims asserted or which could have been asserted in AAC’s pending litigations against the BOA Parties as well as claims that AAC and its affiliates ever had, may currently have or may have in the future against the Released Parties, subject to certain limited exceptions. The Settlement Agreement also requires AAC to dismiss other pending claims against the Released Parties, and to generally refrain from, and in certain situations hold the Released Parties harmless with respect to, certain actions taken by AAC with respect to residential mortgage-backed securities trusts created prior to the date of the Settlement Agreement involving the Released Parties.
Ambac records loss reserves (as defined in Note 6. Insurance Contracts) on the balance sheet on a policy-by-policy basis based upon the present value ("PV") of expected net claim cash outflows or expected net recovery cash inflows, discounted at risk-free rates. The estimate for future net cash flows consider the likelihood of all possible outcomes that may occur from missed principal and/or interest payments on the insured obligation. This estimate also considers future recoveries related to breaches of contractual representations and warranties by RMBS transaction sponsors, remediation strategies, excess spread and other contractual or subrogation-related cash flows. Ambac does not estimate recoveries for litigations where its sole claim is for fraudulent inducement, since any remedies under such claims would be non-contractual.
The Settlement Payment included recoveries from litigations for alleged breaches of contractual obligations and fraud by the BOA Parties. Management allocated the Settlement Payment to each of the litigations based on previously developed valuations of each individual litigation. Ambac adjusted the carrying value of loss reserves at September 30, 2022, to reflect the allocated portion of the Settlement Payment relating to contractual breaches. The portion of the Settlement Payment allocated to fraud litigation recoveries will be recorded as a litigation recovery in the Statement of Comprehensive Income (Loss) when all contingencies are resolved. These contingencies were settled in the fourth quarter of 2022.
Partial Redemption of Secured Notes:
AAC redeemed the majority of its secured debt, in accordance with the terms of such debt, utilizing a portion of the Settlement Payment as follows:
On October 29, 2022, AAC wholly redeemed the Sitka AAC Note, for $1,218 (a price equal to 103% of the principal amount plus accrued and unpaid interest) and Sitka wholly redeemed the Sitka Senior Secured Notes for the same amount.
AAC applied Net Proceeds (as defined below) of approximately $213 to redeem Tier 2 Notes plus accrued and unpaid interest as of the date of redemption. The Tier 2 Notes are secured by proceeds from RMBS litigations net of reinsurance (“Net Proceeds”) in excess of $1,600 and are subject to mandatory redemption from Net Proceeds in excess of $1,600.
Following these redemptions, the principal outstanding on AAC's long-term debt will consist of $143 of Tier 2 Notes and $721 current par of surplus notes.
See Note 12. Long-Term Debt in the Notes to the Consolidated Financial Statements included in Part II, Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for a description of Sitka, the Sitka AAC Note, the Sitka Senior Secured Notes and the Tier 2 Notes.
Ambac will record realized losses on the extinguishment of debt in the Consolidated Statements of Total Comprehensive Income (Loss) upon redemption of the secured notes during the fourth quarter of 2022. The loss will equal to the difference between the respective carrying values of the secured notes and the redemption amounts paid.
AAC also invested a portion of its assets in the Sitka Senior Secured Notes, reported as Fixed maturity securities - available-for-sale on the Consolidated Balance Sheet and will record a realized investment gain in the Consolidated Statements of Total Comprehensive Income (Loss) at redemption date in the fourth quarter of 2022.
Impact to the Consolidated Statement of Comprehensive Income (Loss):
The total gain recognized in net income attributable to common stockholders related to entering into the Settlement Agreement and redeeming the Sitka AAC Note will be recorded as follows:
Three Months EndedSeptember 30, 2022December 31, 2022
Losses and loss benefit$319 $ 
Litigation recoveries 126 
Net realized gains (losses) on extinguishment of debt (53)
Net investment gains (losses), including impairments 5 
Impact to net income attributable to common stockholders$319 $78 
| Ambac Financial Group, Inc. 82022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Insurance Distribution Acquisition:
On November 7, 2022, Ambac acquired 85% of the membership interests in All Trans Risk Solutions, LLC and 80% of the common stock of Capacity Marine Corporation. All Trans Risk Solutions, LLC is a full service managing general underwriter (MGU) specializing in commercial automobile insurance for specific "for-hire" auto classes. Capacity Marine Corporation is a wholesale retail brokerage and reinsurance intermediary specializing in marine and international risk.
2.    BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The Company has disclosed its significant accounting policies in Note 2. Basis of Presentation and Significant Accounting Policies in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.2022. The following significant accounting policies provide an update to those included in the Company’s Annual Report on Form 10-K.
Consolidation:
The consolidated financial statements include the accounts of AFG and all other entities in which AFG (directly or through its subsidiaries) has a controlling financial interest, including variable interest entities (“VIEs”) for which AFG or an AFG subsidiary is deemed the primary beneficiary in accordance with the Consolidation Topic of the Accounting Standards Codification ("ASC"). All significant intercompany balances have been eliminated. See Note 9. Variable Interest Entities, for a detailed discussion of Ambac’s involvement in VIEs, Ambac’s methodology for determining whether Ambac is required to consolidate a VIE and the effects of VIEs being consolidated and deconsolidated.
Basis of Presentation:
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial reporting and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for annual periods. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2021.2022. The accompanying consolidated financial statements have not been audited by an independent registered public accounting firm in accordance with the standards of the Public Company Accounting Oversight Board (U.S.), but in the opinion of management such financial statements include all adjustments necessary for the fair presentation of the Company’s consolidated financial position and results of operations. The results of operations for the three and nine months ended September 30, 2022,March 31, 2023, may not be indicative of the results that may be expected for the year ending December 31, 2022.2023. The December 31, 2021,2022, consolidated balance sheet was derived from audited financial statements.
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. As additional information becomes available or actual amounts become determinable, the recorded estimates are revised and reflected in operating results.
Foreign Currency:
The impact of non-functional currency transactions and the remeasurement of non-functional currency assets and liabilities into the respective subsidiaries' functional currency (collectively "foreign currency transactions gains/(losses)") are $14$(2) and $(6)$1 for the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, respectively. Foreign currency transactions gains/(losses) are primarily the result of remeasuring Ambac UK's assets and liabilities denominated in currencies (primarily the U.S. dollar and the Euro) other than its functional currency (the British Pound Sterling).
Redeemable Noncontrolling Interest:
The acquisition by AFG of 80% of the ownership interests ofAll Trans, Capacity Marine and Xchange isacquisitions, further described in Note 3. Business Combinationsthe in the Notes to Consolidated Financial Statements included in Part II, Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.2022, resulted in 85%, 80% and 80%, respectively, ownership of the acquired entities by Ambac. Under the terms of the acquisition agreement,agreements, Ambac received ahas call optionoptions to purchase the remaining 15%, 20% of Xchangeand 20%, respectively, from the minority owners (i.e., noncontrolling interests) and the minority owners received ahave put optionoptions to sell the remaining 15%, 20% and 20%, respectively, to Ambac. The call and put options are exercisable after different time periods elapse. Because the exercise of the put option isoptions are outside the control of Ambac, in accordance with the Distinguishing Liabilities from Equity Topic of the ASC, Ambac reports redeemable noncontrolling interests in the mezzanine section of its consolidated balance sheet.
| Ambac Financial Group, Inc. 82023 First Quarter FORM 10-Q |

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Notes to Unaudited Consolidated Financial Statements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
The redeemable noncontrolling interest is remeasured each period as the greater of:
i.the carrying value under ASC 810, which attributes a portion of consolidated net income (loss) to the redeemable noncontrolling interest;interest, and
ii.the redemption value of the put option under ASC 480 as if it were exercisable at the end of the reporting period.
Any increase (decrease) in the carrying amount of the redeemable noncontrolling interest as a result of adjusting to the redemption value of the put option is recorded as an offset to retained earnings. The impact of such differences on earnings per share are presented in Note 12. Net Income Per Share.
| Ambac Financial Group, Inc. 92022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Following is a rollforward of redeemable noncontrolling interest.
Nine Months Ended September 30,20222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Beginning balanceBeginning balance$18 $Beginning balance$20 $18 
Net income attributable to redeemable noncontrolling interest (ASC 810)Net income attributable to redeemable noncontrolling interest (ASC 810)— (1)Net income attributable to redeemable noncontrolling interest (ASC 810)— — 
Adjustment to redemption value (ASC 480)Adjustment to redemption value (ASC 480) 14 Adjustment to redemption value (ASC 480) — 
Ending balanceEnding balance$18 $20 Ending balance$20 $18 
Supplemental Disclosure of Cash Flow InformationThree Months Ended March 31,
20232022
Cash paid during the period for:
Income taxes$4 $
Interest on long-term debt50 15 
Non-cash investing and financing activities:
Exchange of investments in Puerto Rico bonds for new securities issued in the restructuring transactions$ $185 
Securities acquired (transferred) in transactions related to Puerto Rico restructurings(1)— 
March 31,
20232022
Reconciliation of cash, cash equivalents, and restricted cash reported within the
Consolidated Balance Sheets to the Consolidated Statements of Cash Flows:
Cash and cash equivalents$38 $60 
Restricted cash10 
Variable Interest Entity restricted cash256 49 
Total cash, cash equivalents, and restricted cash shown on the Consolidated Statements of Cash Flows$304 $116 
Supplemental Disclosure of Cash Flow InformationNine Months Ended September 30,
20222021
Cash paid during the period for:
Income taxes$6 $12 
Interest on long-term debt51 65 
Non-cash investing and financing activities:
Decrease in long-term debt as a result of surplus notes exchanges$ $71 
Exchange of investments in Puerto Rico bonds for new securities issued in the restructuring transactions185 — 
September 30,
20222021
Reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows:
Cash and cash equivalents$29 $14 
Restricted cash6 
Variable Interest Entity restricted cash2 
Total cash, cash equivalents, and restricted cash shown on the Consolidated Statements of Cash Flows$38 $22 

Restricted cash is cash that we do not have the right to use for general purposes and includes fiduciary cash held by Ambac's insurance distribution subsidiaries and consolidated variable interest entity cash to support the obligations of the consolidated VIEs and cash received as collateral under their derivatives agreements.
Reclassifications and Rounding
Reclassifications may have been made to prior years' amounts to conform to the current year's presentation. Certain amounts and tables in the consolidated financial statements and associated notes may not add due to rounding.
Adopted Accounting Standards:
Effective January 1, 2022, the CompanyThere have been no new accounting standards adopted the following accounting standard:
Equity-classified Written Call Options
In May 2021, the FASB issued ASU 2021-04, Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The ASU clarifies and reduces diversity in practice for an issuer's accounting for modifications or exchanges of equity-classified written call options (e.g. warrants) that remain equity-classified after the modification or exchange. The ASU requires an issuer to account for the modification or exchange based on the economic substance of the transaction. For example, if the modification or exchange is related to the issuance of debt or equity, any change in the fair value of the written call option would be accounted for as part of the debt issuance cost in accordance with the debt guidance or equity issuance cost in accordance with the equity guidance, respectively. The ASU did not have a consequential impact on Ambac's financial statements.
Convertible Instruments and Contracts in an Entity's Own Equity
In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. The ASU i) simplifies the accounting for convertible debt and convertible preferred stock by reducing the number of accounting models, and amends certain disclosures, ii) amends and simplifies the derivative scope exception guidance for contracts in an entity's own equity, including share-based compensation, and iii) amends the diluted earnings per share calculations for convertible instruments and contracts in an entity's own equity. The ASU did not have a consequential impact on Ambac's financial statements.during 2023.
Future Application of Accounting Standards:
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides companies with optional guidance to ease the potentialThere are no material future accounting burden related to transitioning away from reference rates, such as LIBOR, that are expected to be discontinued as a result of initiatives undertaken by various jurisdictions around the world. For example, under current GAAP, contract modifications which change a reference rate are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. The
| Ambac Financial Group, Inc. 102022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The ASU can be applied prospectively as of the beginning of the interim period that includes or is subsequent to March 12, 2020, or any date thereafter, but does not apply to contract modifications and otherstandards currently being evaluated.
transactions entered into or evaluated after December 31, 2022. On April 20, 2022, the FASB issued a proposed ASU that would extend the sunset date to December 31, 2024 and make certain definitional changes, with feedback required by June 6, 2022. Management has not determined when it will adopt this ASU, and the impact on Ambac's financial statements is being evaluated.
3.    SEGMENT INFORMATION
The Company reports its results of operations in three segments: Legacy Financial Guarantee Insurance, Specialty Property and Casualty Insurance and Insurance Distribution, separate from Corporate and Other, which is consistent with the manner in which the Company's chief operating decision maker ("CODM") reviews the business to assess performance and allocate resources. See Note 1. Background and Business Description for a description of each of the Company's business segments.
The following tables summarize the components of the Company’s total revenues and expenses, pretax income (loss) and total assets by reportable business segment. Information provided below for “Corporate and Other” primarily relates to the operations of AFG, which will include investment income on its investment portfolio and costs to maintain the operations of AFG, including public company reporting, capital management and business development costs for the acquisition and development of new business initiatives.
| Ambac Financial Group, Inc. 119 2022 Third2023 First Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial StatementsStatements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
Legacy Financial Guarantee InsuranceSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & Other
Consolidated (2)
Three Months Ended September 30, 2022
Revenues:
Net premiums earned$7 $4 $11 
Net investment income9  $1 11 
Net gains on derivative contracts37  37 
Commission income$7 7 
Other (1)
13 1   14 
Total revenues (2)
67 6 7 1 80 
Expenses:
Loss and loss expenses (benefit)(356)3 (353)
Operating expenses (3)
20 4 1 6 32 
Depreciation expense (3)
     
Intangible amortization5 1 6 
Sub-producer commissions (3)
4 4 
Interest expense49 49 
Total expenses (2)
(282)7 6 6 (262)
Pretax income (loss)$349 $(1)$1 $(6)$342 
Total assets (2)
$8,902 $259 $94 $157 $9,412 
Nine Months Ended September 30, 2022
Revenues:
Net premiums earned$31 $8 $39 
Net investment income (loss)(9)1 $2 (6)
Net gains on derivative contracts123 1 124 
Net realized gains on extinguishment of debt57 57 
Commission income$22 22 
Other (1)
48 2   50 
Total revenues (2)
250 11 22 2 286 
Expenses:
Loss and loss expenses (benefit)(347)5 (341)
Operating expenses (3)
64 11 4 11 90 
Depreciation expense (3)
1    1 
Intangible amortization32 2 34 
Sub-producer commissions (3)
13 13 
Interest expense138 138 
Total expenses (2)
(112)16 19 11 (66)
Pretax income (loss)$362 $(5)$3 $(8)$352 
| Ambac Financial Group, Inc. 122022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Legacy Financial Guarantee InsuranceSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & Other
Consolidated (2)
Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Three Months Ended September 30, 2021
Legacy Financial Guarantee InsuranceSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & Other
Consoli-dated (2)
Legacy Financial Guarantee InsuranceSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsoli-dated (2)
Revenues:Revenues:Revenues:
Net premiums earnedNet premiums earned$11 $— $11 Net premiums earned$7 $7 $14 $13 $$15 
Commission incomeCommission income$14 14 $
Program feesProgram fees1 1 — — 
Net investment incomeNet investment income21 — $— 21 Net investment income31 1 $2 34 — $— 
Net investment gains (losses), including impairmentsNet investment gains (losses), including impairments(4)  (4)10 — — 10 
Net gains (losses) on derivative contractsNet gains (losses) on derivative contracts(3) (4)57 57 
Net gains (losses) on derivative contracts
Net realized gains on extinguishment of debt— — 
Commission income$
Other (1)
Other (1)
— — — 
Other (1)
2    2 24 — — — 24 
Total revenues (2)
Total revenues (2)
44  7  51 
Total revenues (2)
32 9 15 2 58 109 2 9  119 
Expenses:Expenses:Expenses:
Loss and loss expenses (benefit)(55)— (55)
Operating expenses (3)
18 28 
Losses and loss adjustment expensesLosses and loss adjustment expenses13 5 18 23 24 
Amortization of deferred acquisition costs, netAmortization of deferred acquisition costs, net 1 1 — — — 
Commission expensesCommission expenses8 8 
General and administrative expenses (3)
General and administrative expenses (3)
28 4 2 2 36 21 29 
Depreciation expense (3)
Depreciation expense (3)
— — — — — 
Depreciation expense (3)
     — — — — — 
Intangible amortizationIntangible amortization10 11 Intangible amortization6 1 7 14 14 
Sub-producer commissions (3)
Interest expenseInterest expense44 44 Interest expense16 16 44 44 
Total expenses17 2 6 6 32 
Pretax income (loss) (2)
$27 $(2)$1 $(6)$19 
Total expenses (2)
Total expenses (2)
64 10 11 2 86 102 4 6 3 116 
Pretax income (loss)Pretax income (loss)$(32)$(1)$4 $ $(29)$6 $(2)$2 $(3)$3 
Total assets (2)
Total assets (2)
$11,837 $113 $96 $183 $12,228 
Total assets (2)
$7,503 $349 $140 $227 $8,219 $11,075 $191 $97 $168 $11,531 
Nine Months Ended September 30, 2021
Revenues:
Net premiums earned$36 $— $36 
Net investment income111 $— 112 
Net gains on derivative contracts19 19 
Net realized gains on extinguishment of debt33 33 
Commission income$20 20 
Other revenues (1)
— — 
Total revenues (2)
204 1 20 4 229 
Expenses:
Loss and loss expenses (benefit)(73)— (73)
Operating expenses (3)
56 17 82 
Depreciation expense (3)
— — — 
Intangible amortization42 44 
Sub-producer commissions (3)
11 11 
Interest expense144 144 
Total expenses169 5 17 17 208 
Pretax income (loss) (2)
$35 $(4)$3 $(12)$21 
(1)Other revenues include the following line itemsitem on the Consolidated Statements of Total Comprehensive Income: Net investment gains (losses), including impairments, incomeIncome (loss) on variable interest entities and other income (expense).income.
(2)Inter-segment revenues and inter-segment pre-tax income (loss) amounts are insignificant and are not presented separately. Total assets noted in the Corporate and Other Column is net of AFG's investment in surplus notes issued by the Legacy Financial Guarantee Segment with fair values of $69$0 and $103$77 at September 30, 2022March 31, 2023 and 2021.2022.
(3)The Consolidated Statements of Comprehensive Income presents the sum of these items as OperatingGeneral & Administrative Expenses.

| Ambac Financial Group, Inc. 132022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
4.    INVESTMENTS
Ambac’s non-VIE invested assets are primarily comprised of fixed maturity securities classified as either available-for-sale or trading securities, and interests in pooled investment funds, which are reported within Other investments on the Consolidated Balance Sheets. Interests in pooled investment funds in the form of common stock or in-substance common stock are classified as trading securities, while limited partner interests in such funds are
reported using the equity method. Fixed maturity securities classified as trading are unrated municipal bond obligations of Puerto Rico issuing entities that are part of the the PROMESA restructuring process as described further in Note 6. Insurance Contracts.

| Ambac Financial Group, Inc.
102023 First Quarter FORM 10-Q |

Table of Contents
Notes to Unaudited Consolidated Financial Statements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
Fixed Maturity Securities:
The amortized cost and estimated fair value of available-for-sale investments, excluding VIE investments, at September 30, 2022March 31, 2023 and December 31, 2021,2022, were as follows:
Amortized
Cost
Allowance for Credit LossesGross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
September 30, 2022:
Fixed maturity securities:
Municipal obligations$55 $ $3 $2 $56 
Corporate obligations724  2 69 658 
Foreign obligations80   11 69 
U.S. government obligations64  1 3 63 
Residential mortgage-backed securities174  23 17 180 
Collateralized debt obligations141   6 135 
Other asset-backed securities (1)
229  4 8 224 
1,467  33 116 1,384 
Short-term523    523 
1,990  33 116 1,907 
Fixed maturity securities pledged as collateral:
U.S. government obligations15    15 
Short-term55    55 
70    69 
Total available-for-sale investments$2,060 $ $33 $116 $1,977 
December 31, 2021:
Fixed maturity securities:
Municipal obligations$315 $— $28 $$340 
Corporate obligations612 — 10 613 
Foreign obligations89 — — 87 
U.S. government obligations45 — 45 
Residential mortgage-backed securities182 — 70 — 252 
Collateralized debt obligations128 — — — 128 
Other asset-backed securities (1)
234 — 32 — 265 
1,605 — 141 16 1,730 
Short-term415 — — — 414 
2,020 — 141 16 2,145 
Fixed maturity securities pledged as collateral:
U.S. government obligations15 — — — 15 
Short-term105 — — — 105 
120 — — — 120 
Total available-for-sale investments$2,140 $ $141 $16 $2,265 
| Ambac Financial Group, Inc. 142022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
March 31, 2023:December 31, 2022:
Amortized
Cost
Allowance for Credit Losses (2)
Gross UnrealizedEstimated
Fair Value
Amortized
Cost
Allowance for Credit LossesGross UnrealizedEstimated
Fair Value
GainsLossesGainsLosses
Fixed maturity securities:
Municipal obligations$58 $ $1 $2 $57 $44 $— $— $$43 
Corporate obligations732  1 54 679 659 — 63 598 
Foreign obligations86   8 79 85 — — 76 
U.S. government obligations66   3 63 68 — — 65 
Residential mortgage-backed securities231 1 26 16 240 230 — 28 19 238 
Commercial mortgage-backed securities15    15 15 — — — 15 
Collateralized debt obligations140   3 137 141 — — 137 
Other asset-backed securities (1)
226  3 5 223 227 — 224 
1,554 1 31 90 1,494 1,469 — 31 106 1,395 
Short-term367    367 507 — — — 507 
1,922 1 31 90 1,862 1,977 — 31 106 1,902 
Fixed maturity securities pledged as collateral:
Short-term61    61 64 — — — 64 
61    61 64 — — — 64 
Total available-for-sale investments$1,983 $1 $31 $90 $1,923 $2,041 $ $31 $106 $1,966 
(1)Consists primarily of Ambac's holdings of military housing and student loan securities.
(2)For the three months ended March 31, 2023, the allowance for credit losses increased $1 on residential mortgage-backed securities on which credit losses were not previously recorded.
The amortized cost and estimated fair value of available-for-sale investments, excluding VIE investments, at September 30, 2022,March 31, 2023, by contractual maturity, were as follows:
Amortized
Cost
Estimated
Fair Value
Amortized
Cost
Estimated
Fair Value
Due in one year or lessDue in one year or less$622 $622 Due in one year or less$486 $485 
Due after one year through five yearsDue after one year through five years537 506 Due after one year through five years536 508 
Due after five years through ten yearsDue after five years through ten years309 268 Due after five years through ten years297 268 
Due after ten yearsDue after ten years48 41 Due after ten years53 47 
1,516 1,437 1,371 1,307 
Residential mortgage-backed securitiesResidential mortgage-backed securities174 180 Residential mortgage-backed securities231 240 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities15 15 
Collateralized debt obligationsCollateralized debt obligations141 135 Collateralized debt obligations140 137 
Other asset-backed securitiesOther asset-backed securities229 224 Other asset-backed securities226 223 
TotalTotal$2,060 $1,977 Total$1,983 $1,923 
Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay certain obligations with or without call or prepayment penalties.
Unrealized Losses on Fixed Maturity Securities:
The following table shows gross unrealized losses and fair values of Ambac’s available-for-sale investments, excluding VIE investments, which at September 30, 2022March 31, 2023 and December 31, 2021,2022, did not have an allowance for credit losses under the CECL standard. This information is aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, at September 30, 2022March 31, 2023 and December 31, 2021:2022:
Less Than 12 Months12 Months or MoreTotalMarch 31, 2023December 31, 2022
Fair ValueGross
Unrealized
Loss
Fair ValueGross
Unrealized
Loss
Fair ValueGross
Unrealized
Loss
Less Than 12 Months12 Months or MoreTotalLess Than 12 Months12 Months or MoreTotal
September 30, 2022:
Fair 
Value
Gross
Unrealized
Loss
Fair 
Value
Gross
Unrealized
Loss
Fair 
Value
Gross
Unrealized
Loss
Fair 
Value
Gross
Unrealized
Loss
Fair 
Value
Gross
Unrealized
Loss
Fair 
Value
Gross
Unrealized
Loss
Fixed maturity securities:Fixed maturity securities:Fixed maturity securities:
Municipal obligationsMunicipal obligations$15 $1 $5 $1 $20 $2 Municipal obligations$1 $ $17 $2 $17 $2 $21 $$$$28 $
Corporate obligationsCorporate obligations445 35 169 34 614 69 Corporate obligations237 7 393 47 630 54 280 21 279 42 559 63 
Foreign obligationsForeign obligations29 4 38 7 67 11 Foreign obligations19 1 53 7 72 8 27 47 73 
U.S. government obligationsU.S. government obligations35 2 11 1 47 3 U.S. government obligations19 1 38 2 57 3 40 19 58 
Residential mortgage-backed securitiesResidential mortgage-backed securities116 17   116 17 Residential mortgage-backed securities120 14 12 2 132 16 132 19 — — 132 19 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities3    3  — — — — 
Collateralized debt obligationsCollateralized debt obligations121 5 12 1 133 6 Collateralized debt obligations10  115 3 125 3 90 36 126 
Other asset-backed securitiesOther asset-backed securities201 8   201 8 Other asset-backed securities105 4 6 1 111 5 198 203 
962 72 236 43 1,198 116 513 27 634 63 1,147 90 791 53 392 53 1,183 106 
Short-termShort-term77  8  85  Short-term12  2  14  78 — — 86 — 
1,039 72 244 43 1,283 116 
Fixed income securities, pledged as collateral:
Short-term15    15  
Total collateralized investments15    15  
Total temporarily impaired securitiesTotal temporarily impaired securities$1,054 $72 $244 $43 $1,298 $116 Total temporarily impaired securities$525 $27 $636 $63 $1,161 $90 $869 $53 $400 $53 $1,269 $106 
| Ambac Financial Group, Inc. 1511 2022 Third2023 First Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial StatementsStatements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
Less Than 12 Months12 Months or MoreTotal
Fair ValueGross
Unrealized
Loss
Fair ValueGross
Unrealized
Loss
Fair ValueGross
Unrealized
Loss
December 31, 2021:
Fixed maturity securities:
Municipal obligations$117 $$$— $118 $
Corporate obligations363 17 380 
Foreign obligations75 — 78 
U.S. government obligations25 — — 27 
Residential mortgage-backed securities— — — — 
Collateralized debt obligations68 — — 71 — 
Other asset-backed securities— — — — 
654 14 28 682 16 
Short-term114 — 13 — 128 — 
768 14 41 810 16 
Fixed income securities, pledged as collateral:
U. S. government obligations15 — — — 15 — 
Total collateralized investments15 — — — 15 — 
Total temporarily impaired securities$783 $14 $41 $1 $825 $16 

Management has determined that the securities in the above table do not have credit impairment as of September 30, 2022March 31, 2023 and December 31, 2021,2022, based upon (i) no actual or expected principal and interest payment defaults on these securities; (ii) analysis of the creditworthiness of the issuer and financial guarantor, as applicable, and (iii) for debt securities that are non-highly rated beneficial interests in securitized financial assets, analysis of whether there was an adverse change in projected cash flows. Management's evaluation as of September 30, 2022,March 31, 2023, includes the expectation that all principal and interest payments on securities guaranteed by AAC or Ambac UK will be made timely and in full.
Ambac’s assessment about whether a security is credit impaired reflects management’s current judgment regarding facts and circumstances specific to the security and other factors. If that judgment changes, Ambac may record a charge for credit impairment in future periods.
The declines in fair value and resultant unrealized losses across asset classes as of September 30, 2022March 31, 2023, included in the above table resulted from the impact of increasing interest rates and market spreads. Management has determined that the securities with unrealized losses are not credit impaired. Further discussion of management's assessment with respect to security categories with larger unrealized loss balances is below.
Corporate obligations
The gross unrealized losses on corporate obligations as of September 30, 2022March 31, 2023, resulted from an increase in interest rates and, to a lesser extent, market spreads since the securities were purchased. Unrealized losses of $65$53 related to 738 investment grade securities with a fair valuean average unrealized loss equal to 8% of $510amortized cost at September 30, 2022.March 31, 2023. Securities that have below investment grade credit ratings or are
unrated comprise $4$1 of the gross unrealized loss and $104have an average unrealized loss equal to 6% of the fair value of corporate obligations with unrealized losses. The largest of these positions is Ambac's investment in Sitka Senior Secured Notes which were redeemed in full effective October 29, 2022.amortized cost at March 31, 2023. Management believes that the full and timely receipt of all principal and interest payment on corporate obligations with unrealized losses as of September 30,March 31, 2022, is probable.
Residential mortgage-backed securities and Other asset-backed securities
As of September 30, 2022, allMarch 31, 2023, $16 of the $17 unrealized loss on residential mortgage-backed securities related to 12 Ambac insured securities. Five of these account for $15 of the unrealized loss and the $8have an average unrealized loss equal to 13% of amortized cost. The $5 unrealized loss on other asset backed securities related to 11 Ambac-insured securities or resecuritization instruments collateralizedthat have an average unrealized loss equal to 4% of amortized cost. The majority of these unrealized losses for both residential mortgage-backed and other asset-backed securities relate to securities with Ambac-insured securities,long dated weighted average lives making their fair values more sensitive to interest rate changes. Also, most of whichthese securities have below investment grade credit ratings or are unrated. The unrealized losses on these obligations resulted from adverse market conditions for suchlong dated credit assets. As noted above, expected cash flows used in evaluating credit impairment of Ambac-insured securities contemplate full and timely payment of all
principal and interest payments on Ambac-insured securities.payments. This assumption is included in the projection of model based cash flows used in evaluating credit impairments on beneficial interests in securitized financial assets, including the residential mortgage backed and student loan asset backed securities included in this group.
| Ambac Financial Group, Inc. 162022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Investment Income (Loss)
Net investment income (loss) was comprised of the following for the affected periods:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Fixed maturity securitiesFixed maturity securities$16 $16 $45 $63 Fixed maturity securities$17 $15 
Short-term investmentsShort-term investments3 — 4 — Short-term investments6 — 
Investment expenseInvestment expense(2)(1)(4)(4)Investment expense(2)(1)
Securities available-for-sale and short-termSecurities available-for-sale and short-term17 15 44 59 Securities available-for-sale and short-term21 14 
Fixed maturity securities - tradingFixed maturity securities - trading(1)— (22)— Fixed maturity securities - trading (9)
Other investmentsOther investments(5)(28)53 Other investments13 — 
Total net investment income (loss)Total net investment income (loss)$11 $21 $(6)$112 Total net investment income (loss)$34 $5 
Net investment income (loss) from Other investments primarily represents changes in fair value on equity securities, including certain pooled investment funds, and income from investment limited partnerships and other equity interests accounted for under the equity method.
Net Investments Gains (Losses), including Impairments:
The following table details amounts included in net investment gains (losses) and impairments included in earnings for the affected periods:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Gross realized gains on securitiesGross realized gains on securities$6 $$29 $Gross realized gains on securities$ $23 
Gross realized losses on securitiesGross realized losses on securities(1)— (17)(2)Gross realized losses on securities(2)(15)
Foreign exchange gains (losses)Foreign exchange gains (losses)9 20 (3)Foreign exchange gains (losses)(2)
Credit impairmentsCredit impairments    Credit impairments(1)(1)
Intent / requirement to sell impairmentsIntent / requirement to sell impairments    Intent / requirement to sell impairments  
Net investment gains (losses), including impairmentsNet investment gains (losses), including impairments$14 $3 $31 $4 Net investment gains (losses), including impairments$(4)$10 
Ambac had an allowance for credit losses of $—$1 and $—$1 at September 30,March 31, 2023 and 2022, and 2021, respectively.
Ambac did not purchase any financial assets with credit deterioration for the three and nine months ended September 30, 2022March 31, 2023 and 2021.2022.
Counterparty Collateral, Deposits with Regulators and Other Restrictions:
Ambac routinely pledges and receives collateral related to certain transactions. Securities held directly in Ambac’s investment portfolio with a fair value of $69$61 and $120$64 at September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively, were pledged to derivative counterparties. Ambac’s derivative counterparties have the right to re-pledge the investment securities and as such, these pledged securities are separately classified on the Consolidated Balance Sheets as “Fixed maturity securities pledged as collateral, at fair value” and "Short-term investments pledged as collateral, at fair value." Refer to Note 7. Derivative Instruments for further
| Ambac Financial Group, Inc. 122023 First Quarter FORM 10-Q |

Table of Contents
Notes to Unaudited Consolidated Financial Statements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
information on cash collateral. There was no cash or securities received from other counterparties that were re-pledged by Ambac.
Securities carried at $22$23 and $17$23 at September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively, were deposited by Ambac's insurance subsidiaries with governmental authorities or designated custodian banks as required by laws affecting insurance companies. Invested assets carried at $1 and $1 at September 30, 2022March 31, 2023 and December 31, 2021,2022, were deposited as security in connection with a letter of credit issued for an office lease.
Securities with a fair value of $550 and $669 at September 30, 2022 and December 31, 2021, respectively, were held by Ambac UK, the capital stock of which was pledged as collateral for the Sitka AAC Note. The Sitka AAC Note was fully redeemed as of October 29, 2022, and therefore the pledge of Ambac UK's capital stock was subsequently released. Refer to Note 12. Long-term Debt in the Notes to the Consolidated Financial Statements included in Part II, Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for further information about the Sitka AAC Note.
Guaranteed Securities:
Ambac’s fixed maturity portfolio includes securities covered by guarantees issued by AAC and other financial guarantors (“
(“insured securities”). The published rating agency ratings on these securities reflect the higher of the financial strength rating of the financial guarantor or the rating of the underlying issuer. Rating agencies do not always publish separate underlying ratings (those ratings excluding the insurance by the financial guarantor). In the event these underlying ratings are not available from the rating agencies, Ambac will assign an internal rating. The following table represents the fair value and weighted-average underlying rating of insured securities in Ambac's investment portfolio at September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively: 
| Ambac Financial Group, Inc. 172022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Municipal
Obligations
Corporate
Obligations
(2)
Mortgage
and Asset-
backed
Securities
Total
Weighted
Average
Underlying
Rating 
(1)
September 30, 2022:
Ambac Assurance Corporation$42 $87 $338 $468 B
Assured Guaranty Municipal Corporation1   1 A
Total$43 $87 $338 $468 B
December 31, 2021:
Ambac Assurance Corporation$316 $— $439 $754 B
National Public Finance Guarantee Corporation— — BBB-
Assured Guaranty Municipal Corporation— — A-
Total$318 $ $439 $757 B
March 31, 2023:December 31, 2022:
Municipal
Obligations
Mortgage
and Asset-
backed
Securities
Total
Weighted
Average
Underlying
Rating 
(1)
Municipal
Obligations
Mortgage
and Asset-
backed
Securities
Total
Weighted
Average
Underlying
Rating 
(1)
Ambac Assurance Corporation$10 $392 $401 B-$10 $394 $403 B
Total$10 $392 $401 B-$10 $394 $403 B
(1)Ratings are based on the lower of Standard & Poor’s or Moody’s rating. If unavailable, Ambac’s internal rating is used.
(2)Represents Ambac's holdings of Sitka Senior Secured Notes.

Other Investments:
Ambac's investment portfolio includes interests in various pooled investment funds. Fair value and additional information about investments in pooled funds, by investment type, is summarized in the table below. Except as noted in the table, fair value as reported is determined using net asset value ("NAV") as a practical expedient. Redemption of certain funds valued using NAV may be subject to withdrawal limitations and/or redemption fees which vary with the timing and notification of withdrawal provided by the investor. In addition to these investments, Ambac has unfunded commitments of $60$57 to private credit and private equity funds at September 30, 2022.March 31, 2023.
Fair ValueFair Value
Class of FundsClass of FundsSeptember 30,
2022
December 31, 2021Redemption FrequencyRedemption Notice PeriodClass of FundsMarch 31,
2023
December 31, 2022Redemption FrequencyRedemption Notice Period
Hedge funds (1)
Hedge funds (1)
$186 $216 quarterly or semi-annually90 days
Hedge funds (1)
$178 $186 quarterly or semi-annually90 days
Private credit (2)
Private credit (2)
81 88 quarterly if permitted180 days if permitted
Private credit (2)
87 84 quarterly if permitted180 days if permitted
High yields and leveraged loans (3)
High yields and leveraged loans (3)
69 78 daily0 - 30 days
High yields and leveraged loans (3)
84 80 daily0 - 30 days
Equity market investments (4) (11)
67 98 daily or quarterly0 - 90 days
Equity market investments (4) (10)
Equity market investments (4) (10)
68 64 daily or quarterly0 - 90 days
Investment grade floating rate income (5)
Investment grade floating rate income (5)
58 107 weekly0 days
Investment grade floating rate income (5)
47 63 weekly0 days
Private equity (6)
Private equity (6)
43 37 quarterly if permitted90 days if permitted
Private equity (6)
49 47 quarterly if permitted90 days if permitted
Real estate properties (7)
Real estate properties (7)
34 33 quarterly10 business days
Real estate properties (7)
22 22 quarterly10 business days
Convertible bonds (8)(11)
7 — daily0 days
Convertible bonds (8)(10)
Convertible bonds (8)(10)
9 daily0 days
Insurance-linked investments (9)
Insurance-linked investments (9)
1 
see footnote (5)
see footnote (5)
Insurance-linked investments (9)
1 
see footnote (9)
see footnote (9)
Emerging markets debt (10) (11)
 24 daily0 days
Total equity investments in pooled fundsTotal equity investments in pooled funds$547 $683 Total equity investments in pooled funds$545 $556 

(1)This class seeks to generate superior risk-adjusted returns through selective asset sourcing, active trading and hedging strategies across a range of asset types.
(2)This class aims to obtain high long-term returns primarily through credit and preferred equity investments with low liquidity and defined term.
(3)This class of funds includes investments in a range of instruments including high-yield bonds, leveraged loans, CLOs, ABS and floating rate notes to generate income and capital appreciation.
(4)This class of funds aim to achieve long term growth through diversified exposure to global equity-markets.
(5)This class of funds includes investments in high quality floating rate debt securities including ABS and corporate floating rate notes.
(6)This class seeks to generate long-term capital appreciation through investments in private equity, equity-related and other instruments.
(7)Investments consist of UK property to generate income and capital growth.
(8)This class seeks to generate total returns from portfolios focused primarily on convertible securities.
(9)This class seeks to generate returns from insurance markets through investments in catastrophe bonds, life insurance and other insurance linked investments. This investment is restricted in connection with the unwind of certain insurance linked exposures. Ambac has redeemed its investment to the extent permitted by the fund.
(10)This class seeks long-term income and growth through investments in the bonds of issuers in emerging markets.
(11)These categories include fair value amounts totaling $64$65 and $106$61 at September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively, that are readily determinable and are priced through pricing vendors, including for Equity market investments $57 and $82;$53 and Convertible bonds investments $9 and 8.
| Ambac Financial Group, Inc. 1813 2022 Third2023 First Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial StatementsStatements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
bonds investments $7 and —; and for Emerging markets debt $0 and $24.
Other investments also includesinclude preferred equity investments with a carrying value of $12 and $8$12 as of September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively, that do not have readily determinable fair values and are carried at cost, less any impairments as permitted under the Investments — Equity Securities Topic of the ASC. There were no impairments recorded on these investments or adjustments to fair value to reflect observable price changes in identical or similar investments from the same issuer during the periods presented.
The portion of net unrealized gains (losses) related to securities classified as trading and equity securities, excluding those
reported using the equity method, still held at the end of each period is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Net gains (losses) recognized during the period on trading and equity securitiesNet gains (losses) recognized during the period on trading and equity securities$(7)$— $(49)$16 Net gains (losses) recognized during the period on trading and equity securities$7 $(13)
Less: net gains (losses) recognized during the reporting period on trading and equity securities sold during the periodLess: net gains (losses) recognized during the reporting period on trading and equity securities sold during the period(1)— (27)Less: net gains (losses) recognized during the reporting period on trading and equity securities sold during the period2 (3)
Unrealized gains (losses) recognized during the reporting period on trading and equity securities still held at the reporting dateUnrealized gains (losses) recognized during the reporting period on trading and equity securities still held at the reporting date$(6)$(1)$(22)$14 Unrealized gains (losses) recognized during the reporting period on trading and equity securities still held at the reporting date$5 $(10)
5.    FAIR VALUE MEASUREMENTS
The Fair Value Measurement Topic of the ASC establishes a framework for measuring fair value and disclosures about fair value measurements.
Fair Value Hierarchy:
The Fair Value Measurement Topic of the ASC specifies a fair value hierarchy based on whether the inputs to valuation techniques used to measure fair value are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Company-based assumptions. The fair value hierarchy has three broad levels as follows:
lLevel 1Quoted prices for identical instruments in active markets. Assets and liabilities classified as Level 1 include US Treasury and other foreign government obligations traded in highly liquid and transparent markets, certain highly liquid pooled fund investments, exchange traded futures contracts and money market funds.
lLevel 2Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Assets and liabilities classified as Level 2 generally include investments in fixed maturity securities representing municipal, asset-backed and corporate obligations, certain interest rate swap contracts and most long-term debt of variable interest entities consolidated under the Consolidation Topic of the ASC.
lLevel 3Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. This hierarchy requires the use of observable market data when available. Assets and liabilities classified as Level 3 include credit derivative contracts, certain warrants, certain uncollateralized interest rate swap contracts certain equity investments and certain investments in fixed maturity securities. Additionally, Level 3 assets and liabilities generally include loan receivables, and certain long-term debt of variable interest entities consolidated under the Consolidation Topic of the ASC.
The Fair Value Measurement Topic of the ASC permits, as a practical expedient, the estimation of fair value of certain investments in funds using the net asset value per share of the investment or its equivalent (“NAV”). Investments in funds valued using NAV are not categorized as Level 1, 2 or 3 under the fair value hierarchy. The Investments — Equity Securities Topic of the ASC permits the measurement of certain equity securities without a readily determinable fair value at cost, less impairment, and adjusted to fair value when observable price changes in identical or similar investments from the same issuer occur (the "measurement alternative"). The fair values of investments measured under this measurement alternative are not included in the below disclosures of fair value of financial instruments. The following table sets forth the carrying amount and fair value of Ambac’s financial assets and liabilities as of September 30, 2022March 31, 2023 and December 31, 2021,2022, including the level within the fair value hierarchy at which fair value measurements are categorized. As required by the Fair Value Measurement Topic of the ASC, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial StatementsStatements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
Carrying
Amount
Total Fair
Value
Fair Value Measurements Categorized as:
September 30, 2022:Level 1Level 2Level 3
Financial assets:
Fixed maturity securities:
Municipal obligations$160 $160 $ $160 $ 
Corporate obligations658 658  646 12 
Foreign obligations69 69 69   
U.S. government obligations63 63 63   
Residential mortgage-backed securities180 180  180  
Collateralized debt obligations135 135  135  
Other asset-backed securities224 224  158 66 
Fixed maturity securities, pledged as collateral:
U.S. government obligations15 15 15   
Short-term55 55 55   
Short term investments523 523 521 2  
Other investments (1)
559 547 64   
Cash, cash equivalents and restricted cash35 35 35   
Derivative assets:
Interest rate swaps—asset position27 27  2 25 
Warrants1 1   1 
Other assets-Loans22 22   22 
Variable interest entity assets:
Fixed maturity securities: Corporate obligations, fair value option2,026 2,026   2,026 
Fixed maturity securities: Municipal obligations, available-for-sale92 92  92  
Restricted cash2 2 2   
Loans1,682 1,682   1,682 
Derivative assets: Currency swaps-asset position60 60  60  
Total financial assets$6,589 $6,577 $824 $1,435 $3,834 
Financial liabilities:
Long term debt, including accrued interest$2,777 $2,183 $ $2,171 $13 
Derivative liabilities:
Interest rate swaps—liability position40 40  40  
Liabilities for net financial guarantees written (2)
(1,271)(899)  (899)
Variable interest entity liabilities:
Long-term debt (includes $2,603 at fair value)2,752 2,787  2,634 153 
Derivative liabilities: Interest rate swaps—liability position1,110 1,110  1,110  
Total financial liabilities$5,407 $5,221 $ $5,954 $(734)
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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Carrying
Amount
Total Fair
Value
Fair Value Measurements Categorized as:March 31, 2023December 31, 2022
December 31, 2021:Level 1Level 2Level 3
Carrying
Amount
Total Fair
Value
Fair Value Measurements Categorized as:Carrying
Amount
Total Fair
Value
Fair Value Measurements Categorized as:
Level 1Level 2Level 3Level 1Level 2Level 3
Financial assets:Financial assets:Financial assets:
Fixed maturity securities:Fixed maturity securities:Fixed maturity securities:
Municipal obligationsMunicipal obligations$340 $340 $— $340 $— Municipal obligations$86 $86 $ $86 $ $102 $102 $— $102 $— 
Corporate obligationsCorporate obligations613 613 600 12 Corporate obligations679 679  667 13 598 598 — 585 12 
Foreign obligationsForeign obligations87 87 87 — — Foreign obligations79 79 79   76 76 76 — — 
U.S. government obligationsU.S. government obligations45 45 45 — — U.S. government obligations63 63 63   65 65 65 — — 
Residential mortgage-backed securitiesResidential mortgage-backed securities252 252 — 252 — Residential mortgage-backed securities240 240  240  238 238 — 238 — 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities15 15  15  15 15 — 15 — 
Collateralized debt obligationsCollateralized debt obligations128 128 — 128 — Collateralized debt obligations137 137  137  137 137 — 137 — 
Other asset-backed securitiesOther asset-backed securities265 265 — 187 79 Other asset-backed securities223 223  155 69 224 224 — 157 67 
Fixed maturity securities, pledged as collateral:Fixed maturity securities, pledged as collateral:Fixed maturity securities, pledged as collateral:
U.S. government obligations15 15 15 — — 
Short-termShort-term105 105 105 — — Short-term61 61 61   64 64 64 — — 
Short term investmentsShort term investments414 414 369 46 — Short term investments367 367 359 8  507 507 506 — 
Other investments (1)
Other investments (1)
690 683 106 — — 
Other investments (1)
557 545 65   568 556 61 — — 
Cash, cash equivalents and restricted cashCash, cash equivalents and restricted cash21 21 21 — Cash, cash equivalents and restricted cash40 40 38 2  44 44 43 — 
Derivative assets:Derivative assets:Derivative assets:
Interest rate swaps—asset positionInterest rate swaps—asset position76 76 — 71 Interest rate swaps—asset position30 30  1 30 27 27 — 26 
WarrantsWarrants1 1   1 — — 
Other assets-loans— — 
Other assets-LoansOther assets-Loans2 2   2 10 10 — — 10 
Variable interest entity assets:Variable interest entity assets:Variable interest entity assets:
Fixed maturity securities: Corporate obligations, fair value optionFixed maturity securities: Corporate obligations, fair value option3,320 3,320 — — 3,320 Fixed maturity securities: Corporate obligations, fair value option2,003 2,003   2,003 1,828 1,828 — — 1,828 
Fixed maturity securities: Municipal obligation, tradingFixed maturity securities: Municipal obligation, trading16 16  16  43 43 — 43 — 
Fixed maturity securities: Municipal obligations, available-for-saleFixed maturity securities: Municipal obligations, available-for-sale136 136 — 136 — Fixed maturity securities: Municipal obligations, available-for-sale100 100  100  96 96 — 96 — 
Restricted cashRestricted cash— — Restricted cash256 256 256   17 17 17 — — 
LoansLoans2,718 2,718 — — 2,718 Loans1,856 1,856   1,856 1,829 1,829 — — 1,829 
Derivative assets: Interest rate swaps—asset positionDerivative assets: Interest rate swaps—asset position198 198  198  190 190 — 190 — 
Derivative assets: Currency swaps—asset positionDerivative assets: Currency swaps—asset position38 38 — 38 — Derivative assets: Currency swaps—asset position45 45  45  49 49 — 49 — 
Total financial assetsTotal financial assets$9,268 $9,261 $750 $1,732 $6,202 Total financial assets$7,056 $7,045 $922 $1,669 $3,974 $6,726 $6,715 $833 $1,615 $3,772 
Financial liabilities:Financial liabilities:Financial liabilities:
Long term debt, including accrued interestLong term debt, including accrued interest$2,806 $2,598 $— $2,575 $22 Long term debt, including accrued interest$935 $779 $ $764 $15 $1,065 $878 $— $864 $14 
Derivative liabilities:Derivative liabilities:Derivative liabilities:
Interest rate swaps—liability positionInterest rate swaps—liability position94 94 — 94 — Interest rate swaps—liability position44 44  44  38 38 — 38 — 
Liabilities for net financial guarantees written (2)
Liabilities for net financial guarantees written (2)
(866)(112)— — (112)
Liabilities for net financial guarantees
written (2)
318 668   668 159 476 — — 476 
Variable interest entity liabilities:Variable interest entity liabilities:Variable interest entity liabilities:
Long-term debt (includes $4,056 at fair value)4,216 4,255 — 4,086 169 
Long-term debtLong-term debt3,060 3,053  2,937 116 3,107 3,145 — 2,992 154 
Derivative liabilities: Interest rate swaps—liability positionDerivative liabilities: Interest rate swaps—liability position1,940 1,940 — 1,940 — Derivative liabilities: Interest rate swaps—liability position1,174 1,174  1,174  1,048 1,048 — 1,048 — 
Total financial liabilitiesTotal financial liabilities$8,190 $8,775 $ $8,695 $79 Total financial liabilities$5,531 $5,717 $ $4,918 $799 $5,418 $5,586 $ $4,942 $644 
(1)Excluded from the fair value measurement categories in the table above are investment funds of $483$480 and $577$494 as of September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively, which are measured using NAV as a practical expedient. Also excluded from the fair value measurementsamounts in the table above are equity securities with a carrying value of $12 and $8$12 as of September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively, that do not have readily determinable fair values and have carrying amounts determined using the measurement alternative.
(2)The carrying value of net financial guarantees written includes financial guarantee amounts in the following balance sheet items: Premium receivables; Reinsurance recoverable on paid and unpaid losses; Deferred ceded premium; Subrogation recoverable; Insurance intangible asset; Unearned premiums; Loss and loss expense reserves; Ceded premiums payable, premiums taxes payable and other deferred fees recorded in Other liabilities.
| Ambac Financial Group, Inc. 152023 First Quarter FORM 10-Q |

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Notes to Unaudited Consolidated Financial Statements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
Determination of Fair Value:
When available, Ambac uses quoted active market prices specific to the financial instrument to determine fair value, and classifies such items within Level 1. The determination of fair value for financial instruments categorized in Level 2 or 3 involves judgment due to the complexity of factors contributing to the valuation. Third-party sources from which we obtain independent market quotes also use assumptions, judgments and estimates in
determining financial instrument values and different third parties may use different methodologies or provide different values for financial instruments. In addition, the use of internal valuation models may require assumptions about hypothetical or inactive markets. As a result of these factors, the actual trade value of a financial instrument in the market, or exit value of a financial instrument position by Ambac, may be significantly different from its recorded fair value.
| Ambac Financial Group, Inc. 212022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Ambac’s financial instruments carried at fair value are mainly comprised of investments in fixed maturity securities, equity interests in pooled investment funds, derivative instruments and certain variable interest entity assets and liabilities. Valuation of financial instruments is performed by Ambac’s finance group using methods approved by senior financial management with consultation from risk management and portfolio managers as appropriate. Preliminary valuation results are discussed with portfolio managers quarterly to assess consistency with market transactions and trends as applicable. Market transactions such as trades or negotiated settlements of similar positions, if any, are reviewed to validate fair value model results. However, many of the financial instruments valued using significant unobservable inputs typically have very little or no observable market activity. Methods and significant inputs and assumptions used to determine fair values across portfolios are reviewed quarterly by senior financial management. Other valuation control procedures specific to particular portfolios are described further below.
Fixed Maturity Securities:
The fair values of fixed maturity investment securities are based primarily on market prices received from broker quotes or alternative pricing sources. Because many fixed maturity securities do not trade on a daily basis, pricing sources apply available market information through processes such as matrix pricing to calculate fair value. Such prices generally consider a variety of factors, including recent trades of the same and similar securities. In those cases, the items are classified within Level 2. For those fixed maturity investments where quotes were not available or cannot be reasonably corroborated, fair values are based on internal valuation models. Key inputs to the internal valuation models generally include maturity date, coupon and yield curves for asset-type and credit rating characteristics that closely match those characteristics of the specific investment securities being valued. Items valued using valuation models are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be significant inputs that are readily observable. Longer (shorter) expected maturities or higher (lower) yields used in the valuation model will, in isolation, result in decreases (increases) in fair value. Generally, lower credit ratings or longer expected maturities will be accompanied by higher yields used to value a security. At September 30, 2022,
March 31, 2023, approximately 5%, 91% and 4% of the fixed maturity investment portfolio (excluding variable interest entity investments) was valued using broker quotes, alternative pricing sources and internal valuation models, respectively. At December 31, 2021,2022, approximately 6%5%, 90%91% and 4% of the fixed maturity investment portfolio (excluding variable interest entity investments) was valued using broker quotes, alternative pricing sources and internal valuation models, respectively.
Ambac performs various review and validation procedures to quoted and modeled prices for fixed maturity securities, including price variance analyses, missing and static price reviews, overall valuation analysis by portfolio managers and finance managers and reviews associated with our ongoing impairment analysis. Unusual prices identified through these procedures will be evaluated further against alternative third party quotes (if available), internally modeled prices and/or other relevant data,
and the pricing source values will be challenged as necessary. Price challenges generally result in the use of the pricing source’s quote as originally provided or as revised by the source following their internal diligence process. A price challenge may result in a determination by either the pricing source or Ambac management that the pricing source cannot provide a reasonable value for a security or cannot adequately support a quote, in which case Ambac would resort to using either other quotes or internal models. Results of price challenges are reviewed by portfolio managers and finance managers.
Information about the valuation inputs for fixed maturity securities classified as Level 3 is included below:
Other asset-backed securities: This security is a subordinated tranche of a securitization collateralized by Ambac-insured military housing bonds. The fair value classified as Level 3 was $66$69 and $79$67 at September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. Fair value was calculated using a discounted cash flow approach with expected future cash flows discounted using a yield consistent with the security type and rating. Significant inputs for the valuation at September 30, 2022March 31, 2023 and December 31, 20212022 include the following:
September 30,March 31, 2023:
a. Coupon rate:5.98%
b. Average Life:13.30 years
c. Yield:12.00%
December 31, 2022:
a. Coupon rate:5.98%
b. Average Life:13.6313.46 years
c. Yield:12.75%
December 31, 2021:
a. Coupon rate:5.97%
b. Average Life:14.14 years
c. Yield:10.20%12.60%
Corporate obligations: This includes certain investments in convertible debt securities. The fair value classified as Level 3 was $12$13 and $12 at September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. Fair value was calculated by discounting cash flows to average maturity of 2 years and yield of 15.1% at September 30, 2022 and average maturity of 2.751.5 years and yield of 11.6% at March 31, 2023 and average maturity of 1.75 years and yield of 11.3% at
| Ambac Financial Group, Inc. 162023 First Quarter FORM 10-Q |

Table of Contents
Notes to Unaudited Consolidated Financial Statements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
December 31, 2021.2022. Yields used are consistent with the security type and rating.
Other Investments:
Other investments primarily relate to investments in pooled investment funds. The fair value of pooled investment funds is determined using dealer quotes or alternative pricing sources when such investments have readily determinable fair values. When fair value is not readily determinable, pooled investment funds are valued using NAV as a practical expedient as permitted under the Fair Value Measurement Topic of the ASC. Refer to Note 4. Investments for additional information about such investments in pooled funds that are reported at fair value using NAV as a practical expedient.
| Ambac Financial Group, Inc. 222022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Derivative Instruments:
Ambac’s derivative instruments primarily comprise interest rate swaps and exchange traded futures contracts. Fair value is determined based upon market quotes from independent sources, when available. When independent quotes are not available, fair value is determined using valuation models. These valuation models require market-driven inputs, including contractual terms, credit spreads, and yield curves. The valuation of certain derivative contracts may require the use of data inputs and assumptions that are determined by management and are not readily observable in the market. Under the Fair Value Measurement Topic of the ASC, Ambac is required to consider its own credit risk when measuring the fair value of derivative liabilities. Factors considered in estimating the amount of any Ambac credit valuation adjustment ("CVA") on such contracts include collateral posting provisions, right of set-off with the counterparty, the period of time remaining on the derivative and the pricing of recent terminations. The aggregate Ambac CVA impact was not significant to the fair value of derivatives at September 30, 2022March 31, 2023 or December 31, 2021.2022.
Interest rate swaps that are not centrally cleared are valued using vendor-developed models that incorporate interest rates and yield curves that are observable and regularly quoted. These models provide the net present value of the derivatives based on contractual terms and observable market data. Generally, the need for counterparty (or Ambac) CVAs on interest rate derivatives is mitigated by the existence of collateral posting agreements under which adequate collateral has been posted. Certain of these derivative contracts entered into with financial guarantee customers are not subject to collateral posting agreements. Counterparty credit risk related to such customer derivative assets is included in our determination of their fair value.
All of Ambac's credit derivatives ("CDS") positions have terminated as of June 30, 2022 and were not significant to Ambac's financial position or results of operations for the periods presented.
As of September 30, 2022 Ambac holds warrants to purchase preferred stock of a development stage company. These warrants have a fair value of $1 and $1 as of September 30,March 31, 2023 and December 31, 2022, respectively. Fair value was determined using a standard warrant valuation model with internally developed input assumptions.
Financial Guarantees:
Fair value of net financial guarantees written represents our estimate of the cost to Ambac to completely transfer its insurance obligation to another market participant of comparable credit worthiness. In theory, this amount should be the same amount
that another market participant of comparable credit worthiness would hypothetically charge in the marketplace, on a present value basis, to provide the same protection as of the balance sheet date. This fair value estimate of financial guarantees is presented on a net basis and includes direct and assumed contracts written, net of ceded reinsurance contracts.
Long-term Debt:
Long-term debt includes AAC surplus notes, the Sitka AAC Note, Tier 2 Notes issued in connection with the Rehabilitation
Exit Transactions (fully redeemed during the first quarter of 2023) and the Ambac UK debt issued in connection with the Ballantyne commutation. The fair values of surplus notes Sitka AAC Note and Tier 2 Notes are classified as Level 2. The fair value of Ambac UK debt is classified as Level 3.
Other Financial Assets and Liabilities:
Included in Other assets are loans, the fair values of which are estimated based upon internal valuation models and are classified as Level 3.
Variable Interest Entity Assets and Liabilities:
The financial assets and liabilities of Legacy Financial Guarantee Insurance VIEs ("FG VIEs") consolidated under the Consolidation Topic of the ASC consist primarily of fixed maturity securities and loans held by the VIEs, derivative instruments and notes issued by the VIEs which are reported as long-term debt. As described in Note 9. Variable Interest Entities, these FG VIEs are securitization entities which have liabilities and/or assets guaranteed by AAC or Ambac UK.
The fair values of FG VIE long-term debt are based on price quotes received from independent market sources when available. Such quotes are considered Level 2 and generally consider a variety of factors, including recent trades of the same and similar securities. For those instruments where quotes were not available or cannot be reasonably corroborated, fair values are based on internal valuation models. Comparable to the sensitivities of investments in fixed maturity securities described above, longer (shorter) expected maturities or higher (lower) yields used in the valuation model will, in isolation, result in decreases (increases) in fair value liability measurement for FG VIE long-term debt.
FG VIE derivative asset and liability fair values are determined using vendor-developed valuation models, which incorporated observable market data related to specific derivative contractual terms including interest rates, foreign exchange rates and yield curves.
The fair value of FG VIE fixed maturity securities and loan assets are generally based on Level 2 market price quotes received from independent market sources when available. When FG VIE asset fair values are not readily available from market quotes, values are estimated internally. Internal valuations of FG VIE’s fixed maturity securities or loan assets are derived from the fair values of the notes issued by the respective VIE and the VIE’s derivatives, determined as described above, adjusted for the fair values of Ambac’s financial guarantees associated with the VIE. The fair value of financial guarantees consist of: (i) estimated future premium cash flows discounted at a rate consistent with
| Ambac Financial Group, Inc. 172023 First Quarter FORM 10-Q |

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Notes to Unaudited Consolidated Financial Statements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
that implicit in the fair value of the VIE’s liabilities and (ii) estimates of future claim payments discounted at a rate that includes Ambac’s own credit risk. Estimated future premium payments to be paid by the VIEs were discounted at a weighted average rate of 7.3%6.3% and 3.0%6.8% at September 30, 2022March 31, 2023 and December
31, 2021,2022, respectively. At September 30, 2022,March 31, 2023, the range of these discount rates was between 6.2%5.5% and 9.0%7.3%. At December 31, 2022, the range of these discount rates were between 5.8% and 8.5%.
| Ambac Financial Group, Inc. 232022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Additional Fair Value Information for Financial Assets and Liabilities Accounted for at Fair Value:
The following tables present the changes in the Level 3 fair value category for the periods presented in 20222023 and 2021.2022. Ambac classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly. Thus, the gains and losses presented below include changes in the fair value related to both observable and unobservable inputs.
Level 3 - Financial Assets and Liabilities Accounted for at Fair ValueLevel 3 - Financial Assets and Liabilities Accounted for at Fair ValueLevel 3 - Financial Assets and Liabilities Accounted for at Fair Value
VIE AssetsVIE Assets
InvestmentsOther
Assets
DerivativesInvestmentsLoansTotalInvestmentsDerivativesInvestmentsLoansTotal
Three Months Ended September 30, 2022:
Three Months Ended March 31, 2023:Three Months Ended March 31, 2023:
Balance, beginning of periodBalance, beginning of period$81 $ $38 $2,533 $2,144 $4,795 Balance, beginning of period$79 $26 $1,828 $1,829 $3,762 
Total gains/(losses) realized and unrealized:Total gains/(losses) realized and unrealized:Total gains/(losses) realized and unrealized:
Included in earningsIncluded in earnings  (11)(312)(231)(553)Included in earnings 5 133 59 196 
Included in other comprehensive incomeIncluded in other comprehensive income(4)  (194)(162)(360)Included in other comprehensive income3  43 42 87 
Purchases1     1 
SettlementsSettlements  (1) (69)(71)Settlements   (73)(74)
Balance, end of periodBalance, end of period$78 $ $26 $2,026 $1,682 $3,812 Balance, end of period$81 $31 $2,003 $1,856 $3,972 
The amount of total gains/(losses) included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting dateThe amount of total gains/(losses) included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$ $ $(11)$(312)$(231)$(553)The amount of total gains/(losses) included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$ $5 $133 $59 $196 
The amount of total gains/(losses) included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting dateThe amount of total gains/(losses) included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$(4)$ $ $(194)$(162)$(360)The amount of total gains/(losses) included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$3 $ $43 $42 $87 
Three Months Ended September 30, 2021:
Three Months Ended March 31, 2022:Three Months Ended March 31, 2022:
Balance, beginning of periodBalance, beginning of period$80 $— $74 $3,175 $2,943 $6,273 Balance, beginning of period$91 $70 $3,320 $2,718 $6,199 
Total gains/(losses) realized and unrealized:Total gains/(losses) realized and unrealized:Total gains/(losses) realized and unrealized:
Included in earningsIncluded in earnings— — — 85 (10)76 Included in earnings— (17)(93)(96)(204)
Included in other comprehensive incomeIncluded in other comprehensive income(2)— — (77)(67)(146)Included in other comprehensive income(4)— (96)(76)(176)
Purchases13 — — — — 13 
SettlementsSettlements— — (2)— (81)(83)Settlements(1)(2)— (78)(80)
Balance, end of periodBalance, end of period$91 $ $72 $3,184 $2,784 $6,132 Balance, end of period$86 $52 $3,131 $2,469 $5,738 
The amount of total gains/(losses) included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting dateThe amount of total gains/(losses) included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$— $— $— $85 $(10)$75 The amount of total gains/(losses) included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$— $(17)$(93)$(96)$(204)
The amount of total gains/(losses) included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting dateThe amount of total gains/(losses) included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$(2)$$$(77)$(67)$(146)The amount of total gains/(losses) included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$(4)$$(96)$(76)$(176)
| Ambac Financial Group, Inc. 242022 Third Quarter FORM 10-Q |

Table of Contents
AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Level 3 - Financial Assets and Liabilities Accounted for at Fair Value
VIE Assets
InvestmentsOther
Assets
DerivativesInvestmentsLoansTotal
Nine Months Ended September 30, 2022:
Balance, beginning of period$91 $ $70 $3,320 $2,718 $6,199 
Total gains/(losses) realized and unrealized:
Included in earnings1  (39)(770)(409)(1,217)
Included in other comprehensive income(13)  (505)(413)(932)
Purchases1     1 
Settlements(1) (5)(18)(214)(239)
Balance, end of period$78 $ $26 $2,026 $1,682 $3,812 
The amount of total gains/(losses) included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$1 $ $(40)$(770)$(409)$(1,218)
The amount of total gains/(losses) included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$(13)$ $ $(505)$(413)$(932)
Nine Months Ended September 30, 2021:
Balance, beginning of period$78 $$84 $3,215 $2,998 $6,376 
Total gains/(losses) realized and unrealized:
Included in earnings— (6)35 65 94 
Included in other comprehensive income— — (46)(38)(83)
Purchases13 — — — — 13 
Settlements(1)(1)(6)(19)(241)(269)
Balance, end of period$91 $ $72 $3,184 $2,784 $6,132 
The amount of total gains/(losses) included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$$— $(6)$35 $65 $94 
The amount of total gains/(losses) included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$$— $— $(46)$(38)(83)
Invested assets and VIE long-term debt are transferred into Level 3 when internal valuation models that include significant unobservable inputs are used to estimate fair value. All such securities that have internally modeled fair values have been classified as Level 3. Derivative instruments are transferred into Level 3 when the use of unobservable inputs becomes significant to the overall valuation. There were no transfers of financial instruments into or out of Level 3 in the periods disclosed.
| Ambac Financial Group, Inc. 252022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Gains and losses (realized and unrealized) relating to Level 3 assets and liabilities included in earnings for the affected periods are reported as follows:
Net
Investment
Income
Net Gains
(Losses) on
Derivative
Contracts
Income (Loss)
 on Variable
Interest
Entities
Other
Income or
 (Expense)
Three Months Ended September 30, 2022:
Total gains (losses) included in earnings for the period$ $(11)$(543)$ 
Changes in unrealized gains (losses) relating to financial instruments still held at the reporting date (11)(543) 
Three Months Ended September 30, 2021:
Total gains (losses) included in earnings for the period$— $— $76 $— 
Changes in unrealized gains (losses) relating to financial instruments still held at the reporting date— — 76 — 
Nine Months Ended September 30, 2022:
Total gains or losses included in earnings for the period$1 $(39)$(1,179)$ 
Changes in unrealized gains or losses included in earnings relating to the assets and liabilities still held at the reporting date (40)(1,179) 
Nine Months Ended September 30, 2021:
Total gains or losses included in earnings for the period(6)100 — 
Changes in unrealized gains or losses included in earnings relating to the assets and liabilities still held at the reporting date— (6)100 — 
Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Net
Investment
Income
Net Gains
(Losses) on
Derivative
Contracts
Income (Loss)
 on Variable
Interest
Entities
Other
Income or
 (Expense)
Net
Investment
Income
Net Gains
(Losses) on
Derivative
Contracts
Income (Loss)
 on Variable
Interest
Entities
Other
Income or
 (Expense)
Total gains (losses) included in earnings for the period$$5$191$$$(17)$(188)$
Changes in unrealized gains (losses) relating to financial instruments still held at the reporting date5191(17)(188)
| Ambac Financial Group, Inc. 182023 First Quarter FORM 10-Q |

Table of Contents
Notes to Unaudited Consolidated Financial Statements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
6.    INSURANCE CONTRACTS
Amounts presented in this Note relate only to Ambac’s non-derivative insurance business for insurance policies issued to beneficiaries, excluding consolidated VIEs.
Premiums:
The effect of reinsurance on premiums written and earned was as follows:
Three Months Ended September 30,Three Months Ended March 31,
2022202120232022
WrittenEarnedWrittenEarnedWrittenEarnedWrittenEarned
DirectDirect$16 $30 $(1)$15 Direct$61 $46 $30 $23 
AssumedAssumed  — — Assumed  — — 
CededCeded$17 $19 14 Ceded43 32 18 
Net premiumsNet premiums 11 $(15)$11 Net premiums$18 $14 $12 $15 
Nine Months Ended September 30,
20222021
WrittenEarnedWrittenEarned
Direct$83 $83 $(6)$46 
Assumed  — — 
Ceded$63 $43 29 10 
Net premiums21 39 $(36)$36 
The following table summarizes net premiums earned by location of risk:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
United StatesUnited States$7 $$27 $21 United States$11 $
United KingdomUnited Kingdom3 10 10 United Kingdom2 
Other internationalOther international1 2 Other international 
TotalTotal$11 $11 $39 $36 Total$14 $15 
Premium Receivables, including credit impairments:
Premium receivables at September 30, 2022March 31, 2023 and December 31, 20212022 were $268$272 and $323,$269, respectively.
Legacy financial guarantee premium receivables are discounted using an appropriate risk-free rate corresponding to the weighted average life of each policy and currency to
discount the future premiums contractually due or expected to be collected. The weighted average risk-free rate at September 30, 2022March 31, 2023 and December 31, 2021,2022, was 2.9%3.0% and 2.2%3.0%, respectively, and the weighted average period of future premiums used to estimate the premium receivable at September 30, 2022March 31, 2023 and December 31, 2021,2022, was 8.18.0 years and 8.0 years, respectively.
Specialty property and casualty premium receivables are not discounted and are typically paid upfront. Any receivables for such amounts are generally collected in the following period. Non-payment of premium by the policyholder may lead to policy cancellation.
| Ambac Financial Group, Inc. 262022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Management evaluates premium receivables for expected credit losses ("credit impairment") in accordance with the CECL standard, adopted January 1, 2020, which is further described in Note 2. Basis of Presentation and Significant Accounting Policies in the Notes to Consolidated Financial Statements included in Ambac's Annual Report on Form 10-K for the year ended December 31, 2021. 2022.
The Company records a premium receivable allowance for specialty property and casualty premiums that are 90 days past due.
The key indicator management uses to
assess the credit quality of the legacy financial guarantee premium receivables isare Ambac's internal risk classifications for the insured obligationobligations that are determined by the Risk Management Group.
Below is the amortized cost basis of financial guarantee premium receivables by risk classification code and asset class as of September 30, 2022March 31, 2023 and December 31, 2021:2022:

Surveillance Categories as of September 30, 2022
Surveillance Categories as of March 31, 2023Surveillance Categories as of December 31, 2022
Type of Guaranteed BondType of Guaranteed BondIIAIIIIIIVTotalType of Guaranteed BondIIAIIIIIIVTotalIIAIIIIIIVTotal
Public Finance:Public Finance:Public Finance:
Housing revenueHousing revenue$143 $3 $5 $ $ $151 Housing revenue$138 $3 $5 $ $ $146 $140 $$$— $— $148 
OtherOther2     2 Other2     2 — — — — 
Total Public FinanceTotal Public Finance145 3 5   152 Total Public Finance140 3 5   148 142 3 5   150 
Structured Finance:Structured Finance:Structured Finance:
Mortgage-backed and home equityMortgage-backed and home equity    11 12 Mortgage-backed and home equity    11 12 — — — — 11 11 
Student loanStudent loan1 1  7  9 Student loan1 1  7  8 — — 
OtherOther4     4 Other3     3 — — — — 
Total Structured FinanceTotal Structured Finance5 1  8 11 24 Total Structured Finance4 1  7 11 23 5 1  7 11 24 
International:International:International:
Sovereign/sub-sovereignSovereign/sub-sovereign53 6  9  68 Sovereign/sub-sovereign53 7  9  69 49 — — 64 
Investor-owned and public utilitiesInvestor-owned and public utilities16     16 Investor-owned and public utilities18     18 18 — — — — 18 
OtherOther3     3 Other3     3 — — — — 
Total InternationalTotal International72 6  9  88 Total International74 7  9  90 70 7  9  85 
Total (1) (2)
Total (1) (2)
$222 $10 $5 $16 $11 $264 
Total (1) (2)
$218 $10 $5 $16 $11 $261 $217 $10 $5 $16 $11 $259 
Surveillance Categories as of December 31, 2021
Type of Guaranteed BondIIAIIIIIIVTotal
Public Finance:
Housing revenue$149 $$$— $— $157 
Other— — — — 
Total Public Finance151 3 5   159 
Structured Finance:
Mortgage-backed and home equity— 12 16 
Student loan— — 12 
Structured insurance10 — — — — 10 
Other— — — — 
Total Structured Finance19 1 1 12 12 45 
International:
Sovereign/sub-sovereign74 — 11 — 93 
Investor-owned and public utilities28 — — — — 28 
Other— — — — 
Total International107 8  11  125 
Total (1) (2)
$277 $12 $6 $22 $12 $329 
(1)    Excludes specialty property and casualty premium receivables of $9$17 and $2$16 at September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively.
(2)    The underwriting origination dates for all policies included are greater than five years prior to the current reporting date.
| Ambac Financial Group, Inc. 2719 2022 Third2023 First Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial StatementsStatements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
Below is a rollforward of the premium receivable allowance for credit losses as of September 30, 2022March 31, 2023 and 2021:2022:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Beginning balanceBeginning balance$6 $11 $9 $17 Beginning balance$5 $9 
Current period provision (benefit)Current period provision (benefit)(1)(1)(3)(6)Current period provision (benefit)— (1)
Write-offs of the allowanceWrite-offs of the allowance— — — (1)Write-offs of the allowance— — 
Recoveries of previously written-off amountsRecoveries of previously written-off amounts— — — — Recoveries of previously written-off amounts— — 
Ending balance (1)
Ending balance (1)
$6 $10 $6 $10 
Ending balance (1)
$5 $8 
(1)At September 30,March 31, 2023 and 2022, $0 and 2021, $— and $—$1 of premiums were past due.
Legacy Financial Guarantee Premium Receivables:
Gross premiums are received either upfront or in installments. For premiums received upfront, an unearned premium revenue (“UPR”) liability is established, which is initially recorded as the cash amount received. For installment premium policies, a premium receivable asset and offsetting UPR liability is initially established in an amount equal to: (i) the present value of future contractual premiums due (the “contractual” method) or (ii) if the assets underlying the insured obligation are homogenous pools which are contractually prepayable, the present value of premiums to be collected over the expected life of the transaction (the “expected” method).
Below is the gross premium receivable roll-forward, (direct contracts), net of the allowance for credit losses, for the affected periods:
Nine Months Ended September 30,20222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Beginning premium receivableBeginning premium receivable$320 $370 Beginning premium receivable$254 $320 
Premium receiptsPremium receipts(30)(28)Premium receipts(9)(15)
Adjustments for changes in expected and contractual cash flows for contracts (1)
Adjustments for changes in expected and contractual cash flows for contracts (1)
(21)(25)
Adjustments for changes in expected and contractual cash flows for contracts (1)
7 
Accretion of premium receivable discount for contractsAccretion of premium receivable discount for contracts6 Accretion of premium receivable discount for contracts2 
Changes to allowance for credit lossesChanges to allowance for credit losses3 Changes to allowance for credit losses 
Other adjustments (including foreign exchange) (2)
Other adjustments (including foreign exchange) (2)
(20)(4)
Other adjustments (including foreign exchange) (2)
2 (3)
Ending premium receivable (3)
Ending premium receivable (3)
$259 $325 
Ending premium receivable (3)
$256 $308 
(1)Adjustments for changes in expected and contractual cash flows are primarily due to higherlower discount rates offset by reductions in insured exposure as a result of early policy terminations and unscheduled principal paydowns.
(2)Includes foreign exchange lossesgains (losses) of $19$2 and $3$(4) for 20222023 and 2021,2022, respectively.
(3)Premium receivable includes premiums to be received in foreign denominated currencies most notably in British Pounds and Euros. At September 30,March 31, 2023 and 2022, and 2021, premium receivables include British Pounds of $73$7566)61) and $108$10180)77), respectively, and Euros of $14$15 (€14)13) and $16 (€14)15), respectively.

The following table summarizes the future gross undiscounted premiums to be collected and future premiums earned, net of reinsurance at September 30, 2022:March 31, 2023:
Future Premiums
to be
Collected (1)
Future
Premiums to
be Earned Net of
Reinsurance
(2)
Future Premiums
to be
Collected (1)
Future
Premiums to
be Earned Net of
Reinsurance
(2)
Three months ended:Three months ended:Three months ended:
December 31, 2022$6 $6 
June 30, 2023June 30, 2023$7$5
September 30, 2023September 30, 202375
December 31, 2023December 31, 202355
Twelve months ended:Twelve months ended:Twelve months ended:
December 31, 202327 21 
December 31, 2024December 31, 202426 20 December 31, 20242620
December 31, 2025December 31, 202525 20 December 31, 20252519
December 31, 2026December 31, 202624 19 December 31, 20262419
December 31, 2027December 31, 20272318
Five years ended:Five years ended:Five years ended:
December 31, 2031102 80 
December 31, 203667 50 
December 31, 204131 20 
December 31, 204615 9 
December 31, 20515 3 
December 31, 2056  
December 31, 2032December 31, 20329873
December 31, 2037December 31, 20376244
December 31, 2042December 31, 20422917
December 31, 2047December 31, 2047148
December 31, 2052December 31, 205242
December 31, 2057December 31, 2057
TotalTotal$328 $248 Total$325$235
(1)Future premiums to be collected are undiscounted, gross of allowance for credit losses, and are used to derive the discounted premium receivable asset recorded on Ambac's balance sheet.
(2)Future premiums to be earned, net of reinsurance relate to the unearned premiums liability and deferred ceded premium asset recorded on Ambac’s balance sheet. The use of contractual lives for many bond types which do not have homogeneous pools of underlying collateral is required in the calculation of the premium receivable, as further described in Note 2. Basis of Presentation and Significant Accounting Policies in the Notes to Consolidated Financial Statements included in Ambac's Annual Report on Form 10-K for the year ended December 31, 2021.2022. This results in a different premium receivable balance than if expected lives were considered. If installment paying policies are retired or prepay early, premiums reflected in the premium receivable asset and amounts reported in the above table for such policies may not be collected. Future premiums to be earned also considers the use of contractual lives for many bond types which do not have homogeneous pools of underlying collateral, which may result in different unearned premium than if expected lives were considered. If those bonds types are retired early, premium earnings may be negative in the period of call or refinancing.
| Ambac Financial Group, Inc. 282022 Third Quarter FORM 10-Q |

Table of Contents
AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Loss and Loss Expense Reserves:
Ambac’s loss and loss expense reserves (“loss reserves”) are based on management’s on-going review of the insured portfolio. Below are the components of the loss and loss expense reserves and the subrogation recoverable asset at September 30, 2022March 31, 2023 and December 31, 2021:2022:
March 31, 2023December 31, 2022
Legacy Financial GuaranteeSpecialty Property and CasualtyLegacy Financial GuaranteeSpecialty Property and CasualtyLegacy Financial Guarantee
Specialty Property and CasualtyPresent Value of Expected Net Cash FlowsPresent Value of Expected Net Cash FlowsPresent Value of Expected Net Cash Flows::
Balance Sheet Line ItemBalance Sheet Line ItemGross Loss
and Loss
Expense
Reserves
Claims and
Loss Expenses
RecoveriesUnearned
Premium
Revenue
Gross Loss
and Loss
Expense
Reserves
Balance Sheet Line ItemGross Loss
and Loss
Expense
Reserves
Claims and
Loss Expenses
RecoveriesUnearned
Premium
Revenue
Gross Loss
and Loss
Expense
Reserves
Gross Loss
and Loss
Expense
Reserves
Claims and
Loss Expenses
RecoveriesUnearned
Premium
Revenue
Gross Loss
and Loss
Expense
Reserves
September 30, 2022:
March 31, 2023:March 31, 2023:
Loss and loss expense reservesLoss and loss expense reserves$75 $1,174 $(205)$(34)$1,009 Loss and loss expense reserves$107 $822 $(48)$(30)$851 $90 $787 $(44)$(28)$805 
Subrogation recoverableSubrogation recoverable 37 (1,986) (1,949)Subrogation recoverable 2 (148) (146)— (276)— (271)
TotalsTotals$75 $1,211 $(2,192)$(34)$(940)Totals$107 $824 $(196)$(30)$705 $90 $791 $(319)$(28)$534 
December 31, 2021:
Loss and loss expense reserves$32 $1,749 $(155)$(56)$1,570 
Subrogation recoverable— 88 (2,180)— (2,092)
Totals$32 $1,837 $(2,335)$(56)$(522)

| Ambac Financial Group, Inc. 202023 First Quarter FORM 10-Q |

Table of Contents
Notes to Unaudited Consolidated Financial Statements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
Below is the loss and loss reserve expense roll-forward, net of subrogation recoverable and reinsurance, for the affected periods:
Nine Months Ended September 30,20222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Beginning gross loss and loss expense reservesBeginning gross loss and loss expense reserves$(522)$(397)Beginning gross loss and loss expense reserves$534 $(522)
Reinsurance recoverableReinsurance recoverable55 33 Reinsurance recoverable115 56 
Beginning balance of net loss and loss expense reservesBeginning balance of net loss and loss expense reserves(578)(430)Beginning balance of net loss and loss expense reserves419 (578)
Losses and loss expenses (benefit):Losses and loss expenses (benefit):Losses and loss expenses (benefit):
Current yearCurrent year6 — Current year2 
Prior yearsPrior years(347)(73)Prior years16 23 
Total (1) (2)
Total (1) (2)
(341)(73)
Total (1) (2)
18 24 
Loss and loss expenses paid (recovered):Loss and loss expenses paid (recovered):Loss and loss expenses paid (recovered):
Current yearCurrent year(1)— Current year — 
Prior yearsPrior years(195)74 Prior years(141)(150)
TotalTotal(195)74 Total(141)(150)
Foreign exchange effectForeign exchange effect(3)— Foreign exchange effect— (1)
Ending net loss and loss expense reservesEnding net loss and loss expense reserves(727)(577)Ending net loss and loss expense reserves578 (404)
Impact of VIE consolidationImpact of VIE consolidation(292)— Impact of VIE consolidation (292)
Reinsurance recoverable (3)
Reinsurance recoverable (3)
79 29 
Reinsurance recoverable (3)
127 49 
Ending gross loss and loss expense reservesEnding gross loss and loss expense reserves$(940)$(549)Ending gross loss and loss expense reserves$705 $(647)
(1)Total losses and loss expenses (benefit) includes $(30)$(20) and $2$(7) for the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, respectively, related to ceded reinsurance.
(2)Ambac recordsrecorded the impact of estimated recoveries related to securitized loans in RMBS transactions that breached certain representations and warranties ("R&W's) by transaction sponsors within losses and loss expenses (benefit) for the Legacy Financial Guarantee segment. The losses and loss expense incurred associated with changes in estimated R&W's for the ninethree months ended September 30,March 31, 2023 and 2022, was $0 and 2021, was $80 and $19,$224, respectively. Refer to Note 1. Background and Business Description to the Unaudited Consolidated Financial Statements in this Form 10-Q for details of the Settlement Agreement with Bank of America Corporation and certain affiliates in October 2022.
(3)Represents reinsurance recoverable on future loss and loss expenses. Additionally, the Balance Sheet line "Reinsurance recoverable on paid and unpaid losses" includes reinsurance recoverables (payables) of $1$3 and $1$0 as of September 30,March 31, 2023 and 2022, and 2021, respectively, related to previously presented loss and loss expenses and subrogation.
For 2023, the adverse development in prior years was largely driven by the impact of lower discount rates on the RMBS portfolio, partially offset by assumption changes in the international portfolio.
For 2022, the positiveadverse development in prior years was primarily attributable to the reduction in the R&W recoverable partially offset by the positive benefit of the March 2022 Puerto Rico restructuring and favorable RMBS development due to the positive impact of discount rates and the impact of the Settlement Agreement with Bank of America Corporation and certain affiliates thereof described in Note 1. Background and Business Description to the Unaudited Consolidated Financial Statements in this Form 10-Q; both in the legacy financial guarantee segment.restructuring.
For 2021, the positive development in prior years was primarily due to the RMBS portfolio and favorable development in Public Finance credits, largely Puerto Rico.
| Ambac Financial Group, Inc. 292022 Third Quarter FORM 10-Q |

Table of Contents
AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Legacy Financial Guarantee Loss Reserves:
The tables below summarize information related to policies currently included in Ambac’s loss and loss expense reserves or subrogation recoverable at September 30, 2022March 31, 2023 and December 31, 2021,2022, excluding consolidated VIEs. Gross par exposures include capital appreciation bonds which are reported at the par amount at the time of issuance of the insurance policy as opposed to the current accreted value of the bond. The weighted average risk-free rate used to discount loss reserves at September 30, 2022March 31, 2023 and December 31, 2021,2022,was 3.8%3.5% and 1.2%3.9%, respectively.
Surveillance Categories as of September 30, 2022
Surveillance Categories as of March 31, 2023Surveillance Categories as of March 31, 2023
IIAIIIIIIVVTotalIIAIIIIIIVVTotal
Number of policiesNumber of policies27 8 8 13 119 5 180 Number of policies32 7 10 12 102 5 168 
Remaining weighted-average contract period (in years) (1)
Remaining weighted-average contract period (in years) (1)
719141412713
Remaining weighted-average contract period (in years) (1)
815121412612
Gross insured contractual payments outstanding:Gross insured contractual payments outstanding:Gross insured contractual payments outstanding:
PrincipalPrincipal$1,046 $215 $459 $974 $2,084 $34 $4,813 Principal$570 $514 $1,056 $414 $1,597 $34 $4,185 
InterestInterest417 203 296 159 751 21 1,847 Interest487 338 297 149 583 19 1,872 
TotalTotal$1,464 $419 $755 $1,134 $2,834 $55 $6,660 Total$1,057 $852 $1,353 $563 $2,180 $53 $6,058 
Gross undiscounted claim liabilityGross undiscounted claim liability$4 $4 $45 $444 $1,142 $55 $1,694 Gross undiscounted claim liability$3 $7 $59 $402 $749 $53 $1,272 
Discount, gross claim liabilityDiscount, gross claim liability(1)(1)(7)(161)(342)(10)(521)Discount, gross claim liability (1)(8)(137)(299)(9)(455)
Gross claim liability before all subrogation and before reinsuranceGross claim liability before all subrogation and before reinsurance3 3 37 283 800 45 1,173 Gross claim liability before all subrogation and before reinsurance3 6 50 265 449 44 818 
Less:
Gross RMBS subrogation (2)
    (1,814) (1,814)
Discount, RMBS subrogation    3  3 
Discounted RMBS subrogation, before reinsurance    (1,811) (1,811)
Less:Less:Less:
Gross other subrogation (3)(2)
Gross other subrogation (3)(2)
 (4) (32)(388)(12)(436)
Gross other subrogation (3)(2)
(14)(4) (30)(194)(12)(254)
Discount, other subrogationDiscount, other subrogation   5 46 4 56 Discount, other subrogation2 1  5 48 3 59 
Discounted other subrogation, before reinsuranceDiscounted other subrogation, before reinsurance (4) (26)(342)(8)(380)Discounted other subrogation, before reinsurance(11)(4) (26)(146)(8)(196)
Gross claim liability, net of all subrogation and discounts, before reinsuranceGross claim liability, net of all subrogation and discounts, before reinsurance3  37 257 (1,353)37 (1,019)Gross claim liability, net of all subrogation and discounts, before reinsurance(9)2 50 240 303 36 622 
Less: Unearned premium revenueLess: Unearned premium revenue(2)(3)(5)(8)(16)(1)(34)Less: Unearned premium revenue(1)(5)(12)(1)(10)(1)(30)
Plus: Loss expense reservesPlus: Loss expense reserves1   3 34  38 Plus: Loss expense reserves1 1 1 1 2  6 
Gross loss and loss expense reservesGross loss and loss expense reserves$3 $(3)$33 $252 $(1,336)$36 $(1,015)Gross loss and loss expense reserves$(9)$(2)$40 $240 $295 $35 $598 
Reinsurance recoverable reported on Balance Sheet (4)
$1 $ $9 $21 $(21)$ $10 
Reinsurance recoverable reported on Balance
Sheet (3)
Reinsurance recoverable reported on Balance
Sheet (3)
$1 $ $9 $21 $3 $34 
(1)Remaining weighted-average contract period is weighted based on projected gross claims over the lives of the respective policies.
(2)RMBS subrogation represents Ambac’s estimate of subrogation recoveries from RMBS transaction sponsors for representation and warranty ("R&W") breaches.
(3)Other subrogation represents subrogation related to excess spread and other contractual cash flows on public finance and structured finance transactions, including RMBS.
(4)Reinsurance recoverable reported on the Balance Sheet includes reinsurance recoverables of $10 related to future loss and loss expenses and $— related to presented loss and loss expenses and subrogation.
| Ambac Financial Group, Inc. 3021 2022 Third2023 First Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial StatementsStatements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
Surveillance Categories as of December 31, 2021
IIAIIIIIIVVTotal
Number of policies34 15 7 14 130 5 205 
Remaining weighted-average contract period (in years) (1)
912141513714
Gross insured contractual payments outstanding:
Principal$904 $840 $459 $1,300 $2,759 $40 $6,302 
Interest589 612 308 169 1,284 22 2,984 
Total$1,493 $1,452 $767 $1,469 $4,043 $62 $9,286 
Gross undiscounted claim liability$$16 $45 $544 $1,423 $62 $2,095 
Discount, gross claim liability— (1)(3)(109)(185)(4)(303)
Gross claim liability before all subrogation and before reinsurance5 15 42 435 1,238 57 1,792 
Less:
Gross RMBS subrogation (2)
— — — — (1,737)— (1,737)
Discount, RMBS subrogation— — — — — 
Discounted RMBS subrogation, before reinsurance    (1,730) (1,730)
Less:
Gross other subrogation (3)
— (5)— (33)(583)(12)(633)
Discount, other subrogation— — — 24 28 
Discounted other subrogation, before reinsurance (5) (31)(559)(10)(605)
Gross claim liability, net of all subrogation and discounts, before reinsurance5 10 42 404 (1,051)47 (543)
Less: Unearned premium revenue(3)(10)(5)(14)(24)(1)(56)
Plus: Loss expense reserves— — 40 — 45 
Gross loss and loss expense reserves$3 $1 $38 $394 $(1,036)$46 $(554)
Reinsurance recoverable reported on Balance Sheet (4)
$1 $1 $10 $22 $(11)$ $23 
(3)Reinsurance recoverable reported on the Balance Sheet includes reinsurance recoverables of $34 related to future loss and loss expenses and $0 related to presented loss and loss expenses and subrogation.
Surveillance Categories as of December 31, 2022
IIAIIIIIIVVTotal
Number of policies37 6 9 12 93 5 162 
Remaining weighted-average contract period (in years) (1)
719141412714
Gross insured contractual payments outstanding:
Principal$709 $200 $459 $1,000 $1,646 $34 $4,047 
Interest526 198 286 156 565 19 1,750 
Total$1,235 $399 $745 $1,156 $2,210 $53 $5,797 
Gross undiscounted claim liability$$$43 $446 $729 $53 $1,279 
Discount, gross claim liability(1)(1)(7)(162)(316)(9)(496)
Gross claim liability before all subrogation and before reinsurance3 3 36 284 413 43 783 
Less:
Gross RMBS subrogation (2)
— — — — (140)— (140)
Discount, RMBS subrogation— — — — — — — 
Discounted RMBS subrogation, before reinsurance    (140) (140)
Less:
Gross other subrogation (3)
(14)(4)— (31)(172)(12)(233)
Discount, other subrogation— — 42 54 
Discounted other subrogation, before reinsurance(12)(3) (26)(130)(8)(179)
Gross claim liability, net of all subrogation and discounts, before reinsurance(9) 36 258 143 35 464 
Less: Unearned premium revenue(2)(2)(5)(8)(10)(1)(28)
Plus: Loss expense reserves— — 
Gross loss and loss expense reserves$(10)$(2)$32 $252 $137 $34 $444 
Reinsurance recoverable reported on Balance
Sheet (4)
$1 $ $8 $21 $3 $ $33 
(1)Remaining weighted-average contract period is weighted based on projected gross claims over the lives of the respective policies.
(2)RMBS subrogation represents Ambac’s estimate of subrogation recoveries from RMBS transaction sponsors for R&W breaches.
(3)Other subrogation represents subrogation related to excess spread and other contractual cash flows on public finance and structured finance transactions, including RMBS.
(4)Reinsurance recoverable reported on the Balance Sheet includes reinsurance recoverables of $24$33 related to future loss and loss expenses and $—$0 related to presented loss and loss expenses and subrogation.
Puerto Rico
Ambac has exposure to the Commonwealth of Puerto Rico (the "Commonwealth") and its instrumentalities across several different issuing entities with total net par exposure of $467. Components of Puerto Rico net par outstanding include capital appreciation bonds which are reported at the par amount at the time of issuance of the related insurance policy as opposed to the current accreted value of the bonds. The Commonwealth of Puerto Rico and certain of its instrumentalities have defaulted on their debt service payments, including payments owed on bonds insured by AAC.
We have been paying claims for several years on most of our exposure to Puerto Rico, which consisted of several different issuing entities (all below investment grade). These issuing entities, which have been part of the PROMESA restructuring process that began in 2016, each have their own credit risk profile attributable to discrete revenue sources, direct general obligation
pledges, and/or general obligation guarantees. On March 15, 2022, the Eighth Amended Plan Title III Joint Plan of Adjustment for the Commonwealth of Puerto Rico, et al. ("Eighth Amended POA") together with the Qualifying Modifications for PRIFA and CCDA ("PRIFA QM" and "CCDA QM", respectively) became effective and resolved the PROMESA restructuring process for the GO, PBA, PRIFA and CCDA issuing entities that have portions of their bonds insured by AAC.
On March 15, 2022, and pursuant to bondholder elections: (i) all of the remaining outstanding AAC-insured GO and PBA bonds or about $94 in insured par were satisfied and eliminated via commutation or acceleration and (ii) about 39% and 19% of the par of AAC's outstanding AAC-insured PRIFA and CCDA bonds, respectively, or about $172, were eliminated via commutation. The AAC-insured PRIFA and CCDA bondholders who failed to elect commutation had their respective shares of consideration available under the Commonwealth Plan and the
| Ambac Financial Group, Inc. 312022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
PRIFA QM, or CCDA QM, as applicable, deposited into newly formed trusts. These trusts were consolidated by Ambac as further discussed in Note 9. Variable Interest Entities. Since the effective date, the remainder of those PRIFA and CCDA bonds belonging to bondholders who elected not to commute their AAC insurance policies and that were deposited into trusts together with the related AAC policies have all been accelerated, satisfying and eliminating all of the Ambac-insured PRIFA and CCDA bonds.
Puerto Rico Highways and Transportation Authority Bonds
AAC's remaining unrestructured PROMESA Puerto Rico exposure, PRHTA, is subject to the PRHTA Plan of Adjustment ("PRHTA POA"), which was confirmed on October 12, 2022, by Judge Laura Taylor Swain, U.S. District Judge for the District of Puerto Rico. The PRHTA POA is expected to become effective later in 2022.
Creditor recoveries under the PRHTA POA are based upon the PRHTA/CCDA PSA. AAC signed a joinder to the PRHTA/CCDA PSA on July 15, 2021. The PRHTA/CCDA PSA, originally executed on May 5, 2021, provides for certain consideration for holders of bonds issued by certain Commonwealth instrumentalities, PRHTA, and CCDA on account of their claims against the Commonwealth arising from such bonds ("Clawback" claims). Under the PRHTA/CCDA PSA, PRHTA creditors shared $389 of cash proceeds that was paid on July 8, 2022, once the PRHTA distribution condition was met pursuant to the Eighth Amended POA (the “Interim Distribution”). In addition, PRHTA creditors received an approximately 69% share, subject to a lifetime nominal cap of $3,698, of the Clawback Creditors' portion of the outperformance of the Commonwealth's sales and use tax ("SUT") relative to the certified 2020 Commonwealth Fiscal Plan's projections (the "Clawback CVI"). The Clawback CVI instrument was also distributed as part of the Interim Distribution on July 8, 2022. The PRHTA Clawback CVI is subject to a PRHTA-specific waterfall: holders of PRHTA ’68 bonds will receive the first dollars of Clawback CVI, followed by holders of PRHTA ’98 bonds. The value of the Clawback CVI is highly uncertain, given the contingent, outperformance-driven structure of the instrument. Changes in our assumed values of the Clawback CVI or in the actual performance of the Clawback CVI could cause an adverse change in our reserves, which could be material. As a result, a significant decrease in our assumed values of the Clawback CVI could have an adverse impact on our results of operations and financial condition. PRHTA bondholders will also receive new PRHTA bonds or cash with a face amount of $1,245. Of the $1,245 in new bonds or cash, approximately $646.4 will be allocated to holders of PRHTA '68 bonds and approximately $598.6 will be allocated to holders of PRHTA '98 bonds. The new PRHTA bonds or cash will be distributed to creditors upon the effective date of the PRHTA POA. AAC and other PRHTA creditors will receive restriction fees and consummation costs payable at the effective date of the PRHTA POA.
Interim Distribution
On July 8, 2022, following satisfaction of the PRHTA distribution condition, AAC received its share of the Interim
Distribution of cash and Clawback CVI related to the Ambac-insured PRHTA ’68 and ’98 bonds in satisfaction of the Clawback claims against the Commonwealth. The Interim Distribution to AAC totaled approximately $19 of cash and $295 maximum notional value of Clawback CVI, which has been recorded as cash and fixed maturity securities - trading (at fair value), respectively on the Consolidated Balance Sheet. On the PRHTA POA effective date, a portion of the cash and Clawback CVI, or the proceeds thereof, will either be: (i) distributed to PRHTA ’98 commuting bondholders together with the new PRHTA bonds (or cash plan consideration) in connection with the PRHTA POA and a commutation payment from AAC in full satisfaction of in full and final discharge of Ambac’s obligations under the Ambac insurance policies or (ii) deposited into a trust, as described below, together with the new PRHTA bonds or cash plan consideration in connection with the PRHTA POA. Ambac has recorded an Other Liability in the Consolidated Balance Sheet of $122 relating to the Interim Distribution received that will need to be distributed.
Bondholder Elections
AAC-insured PRHTA 98 bondholders were each permitted to choose between two different treatment options for the satisfaction of their claims. The first option allowed the bondholders to elect commutation of their insurance policies (the “Ambac Insurance Policies”). Under this option, bondholders will receive: (i) their respective shares of the aforementioned Interim Distribution of cash and Clawback CVI from Ambac and the new PRHTA bonds or cash related to the PRHTA POA, and (ii) a cash commutation payment from AAC equivalent to 48% of their outstanding insured bond balance. Ambac’s obligations to the bondholders under the Ambac Insurance Policies who elected this option will be deemed fully satisfied. Approximately 21% of PRHTA 98 bondholders, by par outstanding, elected treatment under this first option. Under the second option, the bondholders’ respective shares of consideration, or the proceeds thereof, related to the Interim Distribution from Ambac and the new PRHTA bonds or cash to be distributed under the PRHTA POA, will be deposited into a trust. Those bondholders are expected to receive scheduled payments from this trust, unless Ambac elects, in its sole discretion, to pay all or a portion of the outstanding par amounts of the Ambac-insured bonds in such trust. Approximately 79% of PRHTA 98 bondholders, by par outstanding, elected treatment under this second option. In addition, on the PRHTA plan effective date, all AAC-insured PRHTA 68 bonds will be accelerated, satisfying Ambac’s obligations under the applicable Ambac Insurance Policies.
Puerto Rico Considerations
The Eighth Amended POA and the qualifying modifications for PRIFA and CCDA became effective on March 15, 2022, and on that date and since, AAC-insured Puerto Rico exposures have been significantly reduced via commutation and acceleration. However, uncertainty remains as to our remaining exposures as to (i) the value of the consideration provided by or on behalf of the debtors under the Eight Amended POA, as it related to the PRHTA Interim Distribution, and under the PRHTA POA; (ii) the extent to which exposure management strategies, such as commutation and acceleration, will be executed for PRHTA; and (iii) other factors, including market conditions such as interest
| Ambac Financial Group, Inc. 322022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
rate movements. Ambac’s loss reserves may prove to be understated or overstated, possibly materially, due to favorable or unfavorable developments or results with respect to these factors.
While our reserving scenarios account for a wide range of possible outcomes, reflecting the significant uncertainty regarding future developments and outcomes, given our significant exposure to Puerto Rico and the economic, fiscal, legal and political uncertainties associated therewith, our loss reserves may ultimately prove to be insufficient to cover our losses, potentially having a material adverse effect on our results of operations and financial position, and may be subject to material volatility. Conversely, Ambac’s loss reserves may prove to be overstated, possibly materially, due to favorable developments or results with respect to the factors described in the preceding paragraph.
Ambac has considered these developments and other factors in evaluating its Puerto Rico loss reserves. While management believes its reserves are adequate to cover losses in its Public Finance insured portfolio, there can be no assurance that Ambac may not incur additional losses in the future, given the circumstances described herein. Such additional losses may have a material adverse effect on Ambac’s results of operations and financial condition and may result in adverse consequences such as impairing the ability of AAC to honor its financial obligations; the initiation of rehabilitation proceedings against AAC; decreased likelihood of AAC delivering value to Ambac, through dividends or otherwise; and a significant drop in the value of securities issued or insured by Ambac or AAC. For public finance credits, including Puerto Rico, as well as other issuers, for which Ambac has an estimate of expected loss at September 30, 2022, the possible increase in loss reserves under stress or other adverse conditions and circumstances was estimated to be approximately $145. This possible increase in loss reserves under stress or other adverse conditions is significant and if we were to experience such incremental losses, our stockholders’ equity as of September 30, 2022, would decrease from $1,071 to $926. However, there can be no assurance that losses may not exceed such amount.
Representation and Warranty Recoveries:
Ambac records estimated RMBS R&W subrogation recoveries for breaches of R&W by sponsors of certain RMBS transactions. For a discussion of the approach utilized to estimate RMBS R&W subrogation recoveries, see Note 2. Basis of Presentation and Significant Accounting Policies in the Notes to Consolidated Financial Statements included Part II, Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Ambac hashad recorded RMBS R&W subrogation recoveries of $1,811$0 ($1,7850 net of reinsurance) and $1,730$140 ($1,704140 net of reinsurance) at September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. The change in recorded RMBS R&W recoveries sinceOn December 31, 2021, is primarily attributable to the impact of the29, 2022, AAC entered into a Settlement Agreement and Release with Bank of America CorporationNomura Credit & Capital, Inc. ("Nomura") whereby the parties settled all RMBS litigation brought by AAC against Nomura and certain affiliates thereof described in Note 1. Background and Business Description AAC received $140 on January 3, 2023, bringing to the Unaudited Consolidated Financial Statements in this Form 10-Q.
Our ability to realize R&W subrogation recoveries, other than those from the Settlement Agreement with Bank of America Corporation and related entities which were received in October 2022, is subject to significant uncertainty, including risks inherent in litigation, such as adverse rulings or decisions in our remaining cases or in litigations to which AAC is not a party that set precedents or resolve questions of law that impact our own claims; collectability of such amounts from counterparties (and/or their respective parents and affiliates); timing of receipt of any such recoveries; and uncertainty inherent in the assumptions used in estimating such recoveries. Failure to realize the remaining R&W subrogation recoveries for any reason or the realization of R&W subrogation recoveries materially below the amount recorded on Ambac's consolidated balance sheet would have a material adverse effect on our results of operations and financial condition. If we were unable to realize the remaining R&W subrogation recoveries recorded on Ambac's consolidated balance sheet, our stockholders’ equity as of September 30, 2022, would decrease from $1,071 to $973. Additionally, failure to realize the remaining R&W subrogation recoveries, or the realization of recoveries significantly below those recorded on the balance sheet, may result in adverse consequences such as impairing the ability of AAC to honorclose all of its financial obligations; AAC not being able to deliver value to Ambac, through dividends or otherwise; and a significant drop in the value of securities issued or insured by Ambac or AAC.AAC's legacy litigation against RMBS sponsors.
Reinsurance Recoverables, Including Credit Impairments:
The Company uses ceded reinsurance to transfer certain insurance risk, along with premiums written and earned, to other insurance carriers that agree to share in such risks. The primary purpose of the reinsurance is to (i) protect the Company, at a cost, from losses in excess of amounts it is willing to accept, (ii) protect the Company's capital, and (iii) within the Specialty Property and Casualty Insurance operations, to manage the Company's net retention on individual risks and overall exposure to losses while
providing the Company the ability to offer policies with sufficient limits to meet policyholder needs.
Within its Specialty Property and Casualty Insurance segment, the Company generally enters into quota share reinsurance agreements whereby the Company cedes to the capacity providers (reinsurers) a substantial amount (generally 70% or more) of its gross liability under all policies issued by and on behalf of the Company by the MGA/U.
Ambac is exposed to the credit risk of the reinsurer, or the risk that one of its reinsurers becomes insolvent or otherwise unable or unwilling to pay policyholder claims. This credit risk is generally mitigated by either selecting well capitalized, highly rated authorized capacity providers or requiring that the capacity provider post collateral to secure the reinsured risks, which in some instances, exceeds the related reinsurance recoverable.
Amounts recoverable from reinsurers are estimated in a manner consistent with the associated loss and loss adjustment expense reserves. The Company reports its reinsurance recoverables net of an allowance for amounts that are estimated to be uncollectible.
| Ambac Financial Group, Inc. 222023 First Quarter FORM 10-Q |

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Notes to Unaudited Consolidated Financial Statements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
Ambac’s reinsurance assets, including deferred ceded premiums and reinsurance recoverables on losses amounted to $265 at March 31, 2023. Credit exposure existed at March 31, 2023, with respect to reinsurance recoverables to the extent that any reinsurer may not be able to reimburse Ambac under the terms of these reinsurance arrangements. At March 31, 2023, there were ceded reinsurance balances payable of $38 offsetting this credit exposure. Contractually ceded reinsurance payables can only be offset against amounts owed from the same reinsurer in the event that such reinsurer is unable to meet its obligations to reimburse Ambac.
To minimize its credit exposure to losses from reinsurer insolvencies, Ambac (i) is entitled to receive collateral from its reinsurance counterparties in certain reinsurance contracts and (ii) has certain cancellation rights that can be exercised by Ambac in the event of rating agency downgrades of a reinsurer (among other events and circumstances). Ambac held letters of credit and collateral amounting to $115 from its reinsurers at March 31, 2023. For those reinsurance counterparties that do not currently post collateral, Ambac's reinsurers are well capitalized, highly rated, authorized capacity providers. Additionally, while legacy liabilities from the PWIC and 21st Century Company acquisitions were fully ceded to certain reinsurers, Everspan also benefits from an unlimited, uncapped indemnity from Enstar Holdings (US) and 21st Century Premier Insurance Company, respectively, to mitigate any residual risk to these reinsurers.
The allowance for credit losses is based upon Ambac's ongoing review of amounts outstanding. Key indicators management uses to assess the credit quality of reinsurance recoverables are financial performance of the reinsurers, collateral posted by the reinsurers and independent rating agency credit ratings. The evaluation begins with a comparison of the fair value of collateral posted by the reinsurer to the recoverable, net of ceded premiums payable. Any shortfall of collateral posted is evaluated against our assessment of the reinsurer's financial strength, including its credit rating to determine whether an allowance is considered necessary.
At March 31, 2023, our top three reinsurers represented 82.6% of our total reinsurance recoverables on paid and unpaid losses. These reinsurance recoverables were primarily from reinsurers with applicable ratings of A or better. The following table sets forth our three most significant reinsurers by amount of reinsurance recoverable as of March 31, 2023.
ReinsurersType of Insurance
Rating
 (1)
Reinsurance
Recoverable
(2)
Unsecured
Recoverable
(3)
QBE Insurance CorporationSpecialty P&CA$40 $40 
Assured Guaranty Re Ltd.Financial
Guarantee
AA30  
General Reinsurance CompanySpecialty P&CA++37 27 
All other
reinsurers
23 7 
Total recoverables$130 $75 
(1)Represents financial strength ratings from S&P for financial guarantee reinsurers and AM Best for specialty P&C reinsurers.
(2)Represents reinsurance recoverables on paid and unpaid losses. Unsecured amounts from QBE Insurance Corporation is also supported by an unlimited, uncapped indemnity from Enstar Holdings (US).
(3)Reinsurance recoverables reduced by ceded premiums payables due to reinsurers, letters of credit, and collateral posted for the benefit of Ambac.
Ambac has uncollateralized credit exposure of $55$75 and $31$60 and has recorded an allowance for credit losses of less than a million at September 30, 2022March 31, 2023 and December 31, 2021.2022. The uncollateralized credit exposure includes legacy liabilities obtained from the acquisitions of PWIC and the 21st Century Companies of $47$43 and $30$45 at September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. LegacyAll legacy liabilities are also supported by an unlimited, uncapped indemnity from Enstar Holdings (US)remain with affiliates of the sellers through reinsurance and 21st Century Premier Insurance Company, respectively.contractual indemnities.
| Ambac Financial Group, Inc. 3323 2022 Third2023 First Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial StatementsStatements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
7.    DERIVATIVE INSTRUMENTS
The following tables summarize the gross fair values of individual derivative instruments and the impact of legal rights of offset as reported in the Consolidated Balance Sheets as of September 30, 2022March 31, 2023 and December 31, 2021:2022:
Gross
Amounts of
Recognized
Assets /
Liabilities
Gross
Amounts
Offset in the
Consolidated
Balance Sheet
Net Amounts
of Assets/
Liabilities
Presented in the Consolidated
Balance Sheet
Gross Amount
of Collateral
Received /
Pledged Not
Offset in the
Consolidated
Balance Sheet
Net
Amount
March 31, 2023December 31, 2022
September 30, 2022:
Gross
Amounts of
Recognized
Assets /
Liabilities
Gross
Amounts
Offset in the
Consolidated
Balance Sheet
Net Amounts
of Assets/
Liabilities
Presented
in the Consolidated
Balance Sheet
Gross Amount
of Collateral
Received /
Pledged Not
Offset in the
Consolidated
Balance 
Sheet
Net
Amount
Gross
Amounts of
Recognized
Assets /
Liabilities
Gross
Amounts
Offset in the
Consolidated
Balance Sheet
Net Amounts
of Assets/
Liabilities
Presented
in the Consolidated
Balance Sheet
Gross Amount
of Collateral
Received /
Pledged Not
Offset in the
Consolidated
Balance 
Sheet
Net
Amount
Derivative Assets:Derivative Assets:Derivative Assets:
Interest rate swapsInterest rate swaps$27 $ $27 $ $27 Interest rate swaps$30 $ $30 $ $30 $27 $— $27 $— $27 
WarrantsWarrants1  1  1 Warrants1  1  1 — — 
Futures contracts1  1  1 
Total non-VIE derivative assetsTotal non-VIE derivative assets$29 $ $28 $ $28 Total non-VIE derivative assets$31 $ $31 $ $31 $28 $ $27 $ $27 
Derivative Liabilities:Derivative Liabilities:Derivative Liabilities:
Interest rate swapsInterest rate swaps40  40 40  Interest rate swaps$44 $ $44 $43 $ $38 $— $38 $38 $— 
Total non-VIE derivative liabilitiesTotal non-VIE derivative liabilities$40 $ $40 $40 $ Total non-VIE derivative liabilities$44 $ $44 $43 $ $38 $ $38 $38 $ 
Variable Interest Entities Derivative Assets:Variable Interest Entities Derivative Assets:Variable Interest Entities Derivative Assets:
Interest rate swapsInterest rate swaps$1 $1 $ $ $ Interest rate swaps$198 $ $198 $198 $ $190 $— $190 $— $190 
Currency swapsCurrency swaps$60 $ $60 $ $60 Currency swaps45  45 45  49 — 49 — 49 
Total VIE derivative assetsTotal VIE derivative assets$61 $1 $60 $ $60 Total VIE derivative assets$243 $ $243 $243 $ $239 $ $239 $ $239 
Variable Interest Entities Derivative Liabilities:Variable Interest Entities Derivative Liabilities:Variable Interest Entities Derivative Liabilities:
Interest rate swapsInterest rate swaps$1,111 $1 $1,110 $ $1,110 Interest rate swaps$1,174 $ $1,174 $ $1,174 $1,048 $— $1,048 $— $1,048 
Total VIE derivative liabilitiesTotal VIE derivative liabilities$1,111 $1 $1,110 $ $1,110 Total VIE derivative liabilities$1,174 $ $1,174 $ $1,174 $1,048 $ $1,048 $ $1,048 
December 31, 2021:
Derivative Assets:
Interest rate swaps$76 $— $76 $— $76 
Total non-VIE derivative assets$76 $ $76 $ $76 
Derivative Liabilities:
Credit derivatives$— $— $— $— $— 
Interest rate swaps94 — 94 93 
Total non-VIE derivative liabilities$95 $ $95 $93 $2 
Variable Interest Entities Derivative Assets:
Currency swaps$38 $— $38 $— $38 
Total VIE derivative assets$38 $ $38 $ $38 
Variable Interest Entities Derivative Liabilities:
Interest rate swaps$1,940 $— $1,940 $— $1,940 
Total VIE derivative liabilities$1,940 $ $1,940 $ $1,940 
Amounts representing the right to reclaim cash collateral or the obligation to return cash collateral are not offset against fair value amounts recognized for derivative instruments on the Unaudited Consolidated Balance Sheets. The amounts representing the right to reclaim cash collateral and posted margin, recorded in “Other assets” were $8$9 and $13$6 as of September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. There were no amounts heldAmounts representing an obligation to return cash collateral were $254 and $0 as of September 30, 2022March 31, 2023 and December 31, 2021.
| Ambac Financial Group, Inc. 342022, Third Quarter FORM 10-Q |

Table of Contents
AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amountsrespectively and are reported in Millions, Except Share Amounts)
"Variable interest entity liabilities: Other liabilities".
The following tables summarize the location and amount of gains and losses of derivative contracts in the Unaudited Consolidated Statements of Total Comprehensive Income (Loss) for the three and nine months ended September 30, 2022March 31, 2023 and 2021:2022:
Location of Gain (Loss)
Recognized in
Consolidated Statements of Total
Comprehensive Income (Loss)
Amount of Gain (Loss) Recognized in Consolidated Statement of Total Comprehensive Income (Loss)Location of Gain (Loss)
Recognized in
Consolidated Statements of Total
Comprehensive Income (Loss)
Amount of Gain (Loss) Recognized in Consolidated Statement of Total Comprehensive Income (Loss)
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended March 31,
202220212022202120232022
Non-VIE derivatives:Non-VIE derivatives:Non-VIE derivatives:
Interest rate swapsInterest rate swapsNet gains (losses) on derivative contracts16 63 14 Interest rate swapsNet gains (losses) on derivative contracts(3)30 
WarrantsWarrantsNet gains (losses) on derivative contracts — 1 — WarrantsNet gains (losses) on derivative contracts — 
Futures contractsFutures contractsNet gains (losses) on derivative contracts22 59 Futures contractsNet gains (losses) on derivative contracts 27 
Total Non-VIE derivativesTotal Non-VIE derivatives$37 $5 124 19 Total Non-VIE derivatives$(4)$57 
Variable Interest Entities:Variable Interest Entities:Variable Interest Entities:
Currency swapsCurrency swapsIncome (loss) on variable interest entities$17 $37 Currency swapsIncome (loss) on variable interest entities$(99)$
Interest rate swapsInterest rate swapsIncome (loss) on variable interest entities250 (88)519 (50)Interest rate swapsIncome (loss) on variable interest entities(3)
Total Variable Interest EntitiesTotal Variable Interest Entities267 (82)556 (47)Total Variable Interest Entities(102)11 
Total derivative contractsTotal derivative contracts$304 $(77)$680 $(29)Total derivative contracts$(105)$68 

Interest Rate Derivatives:
Ambac, through its subsidiary Ambac Financial Services (“AFS”), uses interest rate swaps, US Treasury futures contracts and other derivatives, to provide a partial economic hedge against the effects of rising interest rates elsewhere in the Legacy Financial Guarantee Insurance segment, including on Ambac’s financial guarantee exposures. Additionally, AFS provided interest rate swaps to states, municipalities and their authorities, asset-backed issuers and other entities in connection with their
financings. As of September 30, 2022March 31, 2023 and December 31, 2021,2022, the notional amounts of AFS’s derivatives are as follows:
NotionalNotional
Type of DerivativeType of DerivativeSeptember 30,
2022
December 31,
2021
Type of DerivativeMarch 31,
2023
December 31,
2022
Interest rate swaps—pay-fixed/receive-variableInterest rate swaps—pay-fixed/receive-variable$1,042 $1,275 Interest rate swaps—pay-fixed/receive-variable$861 $989 
US Treasury futures contracts—short460 470 
Interest rate swaps—receive-fixed/pay-variableInterest rate swaps—receive-fixed/pay-variable176 185 Interest rate swaps—receive-fixed/pay-variable332 337 
| Ambac Financial Group, Inc. 242023 First Quarter FORM 10-Q |

Table of Contents
Notes to Unaudited Consolidated Financial Statements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
Other Derivatives:
The principal notional outstanding for credit derivative contracts was $0 and $201 as of September 30, 2022 and December 31, 2021, respectively.
As of September 30, 2022March 31, 2023 Ambac holds warrants to purchase preferred stock of a development stage company.
Derivatives of Consolidated Variable Interest Entities
Certain VIEs consolidated under the Consolidation Topic of the ASC entered into derivative contracts to meet specified purposes within the securitization structure. The notional for VIE
derivatives outstanding as of September 30, 2022March 31, 2023 and December 31, 2021,2022, were as follows:
NotionalNotional
Type of VIE DerivativeType of VIE DerivativeSeptember 30,
2022
December 31,
2021
Type of VIE DerivativeMarch 31,
2023
December 31,
2022
Interest rate swaps—receive-fixed/pay-variableInterest rate swaps—receive-fixed/pay-variable$1,008 $1,221 Interest rate swaps—receive-fixed/pay-variable$1,609 $1,573 
Interest rate swaps—pay-fixed/receive-variableInterest rate swaps—pay-fixed/receive-variable837 1,069 Interest rate swaps—pay-fixed/receive-variable890 887 
Currency swapsCurrency swaps211 272 Currency swaps169 176 
Contingent Features in Derivatives Related to Ambac Credit Risk
Ambac’s over-the-counter interest rate swaps are centrally cleared when eligible. Certain interest rate swaps remain with professional swap-dealer counterparties and direct customer counterparties. These non-cleared swaps are generally executed under standardized derivative documents including collateral support and master netting agreements. Under these agreements, Ambac is required to post collateral in the event net unrealized losses exceed predetermined threshold levels. Additionally, given that AAC is no longer rated by an independent rating agency, counterparties have the right to terminate the swap positions.
As of September 30, 2022March 31, 2023 and December 31, 2021,2022, the net liability fair value of derivative instruments with contingent features linked to Ambac’s own credit risk was $40$43 and $93,$38, respectively, related to which Ambac had posted cash and securities as collateral with a fair value of $56$58 and $109,$54, respectively. All such ratings-based contingent features have been triggered requiring maximum collateral levels to be posted by Ambac while preserving counterparties’ rights to terminate the contracts. Assuming all such contracts terminated at fair value on September 30, 2022,March 31, 2023, settlement of collateral balances and net derivative liabilities would result in a net receipt of cash and/or securities by Ambac. If counterparties elect to exercise their right to terminate, the actual termination payment amounts will be determined in accordance with derivative contract terms, which
| Ambac Financial Group, Inc. 352022 Third Quarter FORM 10-Q |

Table of Contents
AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
may result in amounts that differ from market values as reported in Ambac’s financial statements.
8.    GOODWILL AND INTANGIBLE ASSETS
See Note 2. Basis of Presentation and Significant Accounting Policies for discussion of goodwill. The following table presents the Company's goodwill.
March 31,
2023
December 31,
2022
Beginning balance$61 $46 
Business acquisitions— 15 
Impairments— — 
Ending balance$61 $61 
Intangible assets and accumulated amortization are included in the Consolidated Balance Sheets, as shown below.
September 30,
2022
December 31,
2021
March 31,
2023
December 31,
2022
Finite-lived Intangible Assets:Finite-lived Intangible Assets:Finite-lived Intangible Assets:
Insurance intangible:Insurance intangible:Insurance intangible:
Gross carrying valueGross carrying value$1,233 $1,278 Gross carrying value$1,251 $1,247 
Accumulated amortizationAccumulated amortization961 958 Accumulated amortization990 981 
Net insurance intangible assetNet insurance intangible asset272 320 Net insurance intangible asset261 266 
Other intangibles:Other intangibles:Other intangibles:
Gross carrying valueGross carrying value$36 36 Gross carrying value52 52 
Accumulated amortizationAccumulated amortization5 3 Accumulated amortization7 6 
Net other intangible assetsNet other intangible assets31 33 Net other intangible assets46 47 
Total finite-lived intangible assetsTotal finite-lived intangible assets303 353 Total finite-lived intangible assets307 312 
Indefinite-lived Intangible Assets:Indefinite-lived Intangible Assets:Indefinite-lived Intangible Assets:
Insurance licensesInsurance licenses14 9 Insurance licenses14 14 
Total intangible assetsTotal intangible assets$318 362 Total intangible assets$321 $326 
Amortization Expense:
Amortization expense is included in the Consolidated Statements of Total Comprehensive Income (Loss), as shown below.
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Insurance amortization expense$5 $10 $32 $42 
Other amortization expense1 2 
Total$6 $11 $34 $44 
The estimated future amortization expense for finite-lived intangible assets is as follows:
Amortization expense
Insurance Intangible Asset (1)
Other Intangible Assets (1)
Total
2022 (Three months)$7 $1 $8 
202328 3 30 
202425 3 28 
202523 3 26 
202621 2 24 
Thereafter167 20 187 
(1)The weighted-average insurance intangible amortization and other intangible amortization periods are 7.3 years and 5.8 years, respectively.
9.    VARIABLE INTEREST ENTITIES
Ambac, with its subsidiaries, has engaged in transactions with variable interest entities ("VIEs,") in various capacities.
AAC and Ambac UK provide financial guarantees for various debt obligations issued by special purpose entities, including VIEs (FG VIEs);
Ambac sponsors special purpose entities that issued notes to investors for various purposes; and
AAC and Ambac UK invest in collateralized debt obligations, mortgage-backed and other asset-backed securities issued by VIEs and their ownership interest is generally insignificant to the VIE and/or they do not have rights that direct the activities that are most significant to such VIE.
FG VIEs:
AAC and Ambac UK provide financial guarantees in respect of assets held or debt obligations of VIEs. AAC and Ambac UK's primary variable interest exists through this financial guarantee insurance. The transaction structures provide certain financial protection to AAC or Ambac UK. Generally, upon deterioration in the performance of a transaction or upon an event of default as specified in the transaction legal documents, AAC or Ambac UK will obtain certain control rights that enable them to remediate losses. These rights may enable them to direct the activities of the entity that most significantly impact the entity’s economic performance. Under the 2018 Stipulation and Order, AAC is
| Ambac Financial Group, Inc. 252023 First Quarter FORM 10-Q |

Table of Contents
Notes to Unaudited Consolidated Financial Statements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
required to obtain OCI approval with respect to the exercise of certain significant control rights in connection with policies that had previously been allocated to the Segregated Account. Accordingly, AAC does not have the right to direct the most significant activities of those FG VIEs.
We determined that AAC or Ambac UK generally have the obligation to absorb a FG VIE's expected losses given that they have issued financial guarantees supporting certain liabilities (and in some cases certain assets). As further described below, Ambac consolidates certain FG VIEs in cases where we also have the power to direct the activities that most significantly impact the VIE’s economic performance due to one or more of the following: (i) the transaction experiencing deterioration and breaching performance triggers, giving AAC or Ambac UK the ability to exercise certain control rights, (ii) AAC or Ambac UK being involved in the design of the VIE and receiving control rights from its inception, such as may occur from loss remediation activities, or (iii) the transaction not experiencing deterioration, however due to the passive nature of the VIE, AAC or Ambac UK's contingent control rights upon a future breach of performance triggers is considered to be the power over the most significant activity.
A VIE is generally deconsolidated in the period that AAC or Ambac UK no longer has such control rights, which could occur in connection with the execution of remediation activities on the transaction or amortization of insured
| Ambac Financial Group, Inc. 362022 Third Quarter FORM 10-Q |

Table of Contents
AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
exposure, either of which may reduce the degree of control over a VIE.
Assets and liabilities of FG VIEs that are consolidated are reported within Variable interest entity assets or Variable interest entity liabilities on the Consolidated Balance Sheets.
The election to use the fair value option is made on an instrument-by-instrument basis. Generally, Ambac has elected the fair value option for consolidated FG VIE financial assets and financial liabilities, except in cases where AAC or Ambac UK was involved in the design of the VIE and was granted control rights at its inception.
When the fair value option is elected, changes in the fair value of the FG VIE's financial assets and liabilities are reported within Income (loss) on variable interest entities in the Consolidated Statements of Total Comprehensive Income (Loss), except for the portion of the total change in fair value of financial liabilities caused by changes in the instrument-specific credit risk which is presented separately in Other comprehensive income (loss).
In cases where the fair value option has not been elected, the FG VIE's invested assets are fixed maturity securities and are classified as either available-for-sale or trading as defined by the Investments - Debt Securities Topic of the ASC. Available-for-sale assets are reported in the financial statements at fair value with unrealized gains and losses reflected in Accumulated Other Comprehensive Income (Loss) in Stockholders' Equity. Trading assets are reported at fair value with unrealized gains and losses reflected within net income. The financial liabilities of these FG VIEs consist of long term debt obligations and are carried at par less unamortized discount. Income from the FG VIE's securities (including investment income, realized gains and losses and credit impairments as applicable) and interest expense on long term debt are reported within Income (loss) on variable interest entities in the Consolidated Statements of Total Comprehensive Income (Loss).
Upon initial consolidation of a FG VIE, Ambac recognizes a gain or loss in earnings for the difference between: (i) the fair value of the consideration paid, the fair value of any non-controlling interests and the reported amount of any previously held interests and (ii) the net amount, as measured on a fair value basis, of the assets and liabilities consolidated. Upon deconsolidation of a FG VIE, Ambac recognizes a gain or loss for the difference between: (i) the fair value of any consideration received, the fair value of any retained non-controlling investment in the VIE and the carrying amount of any non-controlling interest in the VIE
and (ii) the carrying amount of the VIE’s assets and liabilities. Gains or losses from consolidation and deconsolidation that are reported in earnings are reported within Income (loss) on variable interest entities on the Consolidated Statements of Total Comprehensive Income (Loss).
The impact of consolidating such FG VIEs on Ambac’s balance sheet is the elimination of transactions between the consolidated FG VIEs and AAC or Ambac UK and the inclusion of the FG VIE’s third party assets and liabilities. For a financial guarantee insurance policy issued to a consolidated VIE, Ambac does not reflect the financial guarantee insurance policy in accordance with the related insurance accounting rules under the Financial Services – Insurance Topic of the ASC. Consequently, upon consolidation, Ambac eliminates the insurance assets and liabilities associated with the policy from the Consolidated Balance Sheets. Such insurance assets and liabilities may include premium receivables, reinsurance recoverable, deferred ceded premium, subrogation recoverable, unearned premiums, loss and loss expense reserves, ceded premiums payable and insurance intangible assets. For investment securities owned by AAC or Ambac UK that are debt instruments issued by the VIE, the associated debt and investment balances are eliminated upon consolidation.
FG VIEs which are consolidated may include recourse and non-recourse liabilities. FG VIEs' liabilities that are insured by the AAC or Ambac UK are with recourse, because AAC or Ambac UK guarantees the payment of principal and interest in the event the issuer defaults. FG VIEs' liabilities that are not insured by AAC or Ambac UK are without recourse, because AAC or Ambac UK has not issued a financial guarantee and is under no obligation for the payment of principal and interest of these
instruments. AAC or Ambac UK's economic exposure to consolidated FG VIEs is limited to the financial guarantees issued for recourse liabilities and any additional variable interests held by them. Additionally, AAC or Ambac UK’s general creditors, other than those specific policy holders which own the VIE debt obligations, do not have rights with regard to the assets of the VIEs. Ambac evaluates the net income effects and earnings per share effects to determine attributions between AAC or Ambac UK and non-controlling interests as a result of consolidating a VIE. Ambac has determined that the net income and earnings per share effect of consolidated FG VIEs are attributable to AAC or Ambac UK's interests through financial guarantee premium and loss payments with the VIE.
| Ambac Financial Group, Inc.
372022 Third Quarter FORM 10-Q |

Table of Contents
AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
The following table summarizes the carrying values of assets and liabilities, along with other supplemental information related to FG VIEs that are consolidated as a result of financial guarantees of Ambac UK and AAC:
September 30, 2022December 31, 2021March 31, 2023December 31, 2022
Ambac UKAmbac AssuranceTotal VIEsAmbac UKAmbac AssuranceTotal VIEsAmbac UKAmbac AssuranceTotal VIEsAmbac UKAmbac AssuranceTotal VIEs
ASSETS:ASSETS:ASSETS:
Fixed maturity securities, at fair value:Fixed maturity securities, at fair value:Fixed maturity securities, at fair value:
Corporate obligations, fair value optionCorporate obligations, fair value option$2,026 $ $2,026 $3,320 $— $3,320 Corporate obligations, fair value option$2,003 $ $2,003 $1,828 $— $1,828 
Municipal obligations, tradingMunicipal obligations, trading 16 16 — 43 43 
Municipal obligations, available-for-sale (1)
Municipal obligations, available-for-sale (1)
 92 92 — 136 136 
Municipal obligations, available-for-sale (1)
 100 100 — 96 96 
Total FG VIE fixed maturity securities, at fair valueTotal FG VIE fixed maturity securities, at fair value2,026 92 2,119 3,320 136 3,455 Total FG VIE fixed maturity securities, at fair value2,003 116 2,119 1,828 139 1,967 
Restricted cashRestricted cash1 1 2 Restricted cash255 1 256 16 17 
Loans, at fair value (2)
Loans, at fair value (2)
1,682  1,682 2,718 — 2,718 
Loans, at fair value (2)
1,856  1,856 1,829 — 1,829 
Derivative assetsDerivative assets60  60 38 — 38 Derivative assets243  243 239 — 239 
Other assetsOther assets 1 1 — Other assets 1 1 — 
Total FG VIE assetsTotal FG VIE assets$3,769 $95 $3,864 $6,077 $139 $6,216 Total FG VIE assets$4,358 $118 $4,476 $3,896 $157 $4,054 
LIABILITIES:LIABILITIES:LIABILITIES:
Long-term debt:Long-term debt:Long-term debt:
Long-term debt, at fair value (3)
Long-term debt, at fair value (3)
$2,603 $ $2,603 $4,056 $— $4,056 
Long-term debt, at fair value (3)
$2,869 $ $2,869 $2,788 $— $2,788 
Long-term debt, at par less unamortized discountLong-term debt, at par less unamortized discount 149 149 — 160 160 Long-term debt, at par less unamortized discount 191 191 — 319 319 
Total long-term debtTotal long-term debt2,603 149 2,752 4,056 160 4,216 Total long-term debt2,869 191 3,060 2,788 319 3,107 
Derivative liabilitiesDerivative liabilities1,110  1,110 1,940 — 1,940 Derivative liabilities1,174  1,174 1,048 — 1,048 
Cash collateral payableCash collateral payable254  254 — — — 
Other liabilitiesOther liabilities 1 1 — 
Total FG VIE liabilitiesTotal FG VIE liabilities$3,713 $149 $3,862 $5,996 $160 $6,156 Total FG VIE liabilities$4,297 $192 $4,489 $3,836 $324 $4,160 
Number of FG VIEs consolidatedNumber of FG VIEs consolidated5 3 8 Number of FG VIEs consolidated4 4 8 
(1)Available-for-sale FG VIE fixed maturity securities consist of municipal obligations with an amortized cost basis of $98$99 and $106$99 at September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. At September 30, 2022,March 31, 2023, there were no aggregate gross gains and $(6) aggregated gross losses. At December 31, 2021, there were$2 aggregate gross unrealized gains of $29 .and $(1) aggregated gross unrealized losses. At December 31, 2022, there were $1 aggregate gross unrealized gains and $(4) aggregated gross unrealized losses. All such securities had contractual maturities due after ten years as of September 30, 2022.March 31, 2023.
(2)The unpaid principal balances of loan assets carried at fair value were $1,878$1,975 as of September 30, 2022March 31, 2023 and $2,363$1,977 as of December 31, 2021.2022.
(3)The unpaid principal balances of long-term debt carried at fair value were $2,884$3,088 as of September 30, 2022March 31, 2023 and $3,579$3,064 as of December 31, 2021.2022.
| Ambac Financial Group, Inc. 262023 First Quarter FORM 10-Q |

Table of Contents
Notes to Unaudited Consolidated Financial Statements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
The following schedule details the components of Income (loss) on variable interest entities for the affected periods:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Net change in fair value of VIE assets and liabilities reported under the fair value optionNet change in fair value of VIE assets and liabilities reported under the fair value option$(3)$$(2)$Net change in fair value of VIE assets and liabilities reported under the fair value option$3 $(1)
Less: Credit risk changes of fair value option long-term debt reported through other comprehensive income (loss)Less: Credit risk changes of fair value option long-term debt reported through other comprehensive income (loss)1 — (1)Less: Credit risk changes of fair value option long-term debt reported through other comprehensive income (loss) (1)
Net change in fair value of VIE assets and liabilities reported in earnings under the fair value optionNet change in fair value of VIE assets and liabilities reported in earnings under the fair value option(2)(3)Net change in fair value of VIE assets and liabilities reported in earnings under the fair value option3 (1)
Investment income (loss)Investment income (loss)1 (4)Investment income (loss)2 (4)
Net realized investment gains (losses) on available-for-sale securitiesNet realized investment gains (losses) on available-for-sale securities1 2 Net realized investment gains (losses) on available-for-sale securities 
Interest expense on long-term debt carried at par less unamortized costInterest expense on long-term debt carried at par less unamortized cost(1)(1)(8)(4)Interest expense on long-term debt carried at par less unamortized cost(5)(2)
Gain (loss) from consolidating VIEsGain (loss) from consolidating VIEs — 28 — Gain (loss) from consolidating VIEs 28 
Income (loss) on variable interest entitiesIncome (loss) on variable interest entities$(1)$3 $14 $5 Income (loss) on variable interest entities$(1)$22 
As further discussed in Note 6. Insurance Contracts, on March 17, 2022, in connection with the Puerto Rico restructuring, two new trusts were established. Ambac was required to consolidate these trusts which resulted in a combined gain of $28.$28 for the three months ended March 31, 2022. Including these new trusts, Ambac consolidated twozero and zero additionaltwo FG VIEs for the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, respectively. Ambac deconsolidated one FG VIE for the three months ended March 31, 2023 as a result of the retirement of all Ambac-insured bonds in the trust. There was no deconsolidation gain or loss for the three months ended March 31, 2023. Ambac did not deconsolidate any FG VIEs for the ninethree months ended September 30, 2022 and 2021.March 31, 2022.
The following table displays the carrying amount of the assets, liabilities and maximum exposure to loss of Ambac’s variable interests in non-consolidated VIEs resulting from financial guarantee and derivative contracts by major underlying asset classes, as of September 30, 2022March 31, 2023 and December 31, 2021:2022:
| Ambac Financial Group, Inc. 382022 Third Quarter FORM 10-Q |

Table of Contents
AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Carrying Value of Assets and LiabilitiesMarch 31, 2023:December 31, 2022:
Maximum
Exposure
To Loss
(1)
Insurance
Assets
(2)
Insurance
Liabilities
(3)
Net Derivative
Assets (Liabilities) 
(4)
Carrying Value of Assets and LiabilitiesCarrying Value of Assets and Liabilities
September 30, 2022:
Maximum
Exposure
To Loss
(1)
Insurance
Assets
(2)
Insurance
Liabilities
(3)
Net Derivative
Assets (Liabilities) 
(4)
Maximum
Exposure
To Loss
(1)
Insurance
Assets
(2)
Insurance
Liabilities
(3)
Net Derivative
Assets (Liabilities) 
(4)
Global structured finance:Global structured finance:Global structured finance:
Mortgage-backed—residentialMortgage-backed—residential$2,593 $1,908 $379 $ Mortgage-backed—residential$2,531 $141 $437 $ $2,559 $266 $400 $— 
Other consumer asset-backedOther consumer asset-backed685 6 226  Other consumer asset-backed630 5 226  652 225 — 
OtherOther410 2 3 1 Other424 2 2  430 
Total global structured financeTotal global structured finance3,688 1,916 607 1 Total global structured finance3,585 148 665  3,642 274 628 
Global public financeGlobal public finance18,496 214 222  Global public finance17,907 221 216  17,997 216 212 — 
TotalTotal$22,184 $2,130 $829 $1 Total$21,492 $370 $881 $ $21,639 $490 $840 $1 
December 31, 2021:
Global structured finance:
Mortgage-backed—residential$3,265 $1,929 $521 $— 
Other consumer asset-backed788 17 234 — 
Other826 10 
Total global structured finance4,879 1,949 765 
Global public finance20,233 246 257 — 
Total$25,112 $2,195 $1,023 $5 
(1)Maximum exposure to loss represents the maximum future payments of principal and interest on insured obligations and derivative contracts. Ambac’s maximum exposure to loss does not include the benefit of any financial instruments (such as reinsurance or hedge contracts) that Ambac may utilize to mitigate the risks associated with these variable interests.
(2)Insurance assets represent the amount included in “Premium receivables” and “Subrogation recoverable” for financial guarantee insurance contracts on Ambac’s Consolidated Balance Sheets.
(3)Insurance liabilities represent the amount included in “Loss and loss expense reserves” and “Unearned premiums” for financial guarantee insurance contracts on Ambac’s Consolidated Balance Sheets.
(4)Net derivative assets (liabilities) represent the fair value recognized on credit derivative contracts and interest rate swaps on Ambac’s Consolidated Balance Sheets.
Ambac Sponsored Non-consolidated VIEs:
On July 6, 2021, Sitka Holdings, LLC ("Sitka"), Ambac's newly formed non-consolidated VIE, issued the Sitka Senior Secured Notes. Ambac's debt obligation to Sitka had a carrying value of $1,157 and $1,154 at September 30, 2022 and December 31, 2021, respectively and is reported within Long-term debt on the Consolidated Balance Sheets. Ambac reports its investments in Sitka Senior Secured Notes within Fixed Maturity Securities in the Consolidated Balance Sheets. The carrying value of Sitka Senior Secured Notes held by Ambac was $87 and $0 as of September 30, 2022 and December 31, 2021, respectively. The Sitka Senior Secured Notes were fully redeemed effective as of October 29, 2022. See Note 1. Background and Business Description in this Form 10-Q for further information.
For a full description of Ambac sponsored non-consolidated VIEs, see Note 9. Variable Interest Entities in Part II, Item 8 in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
10.    REVENUES FROM CONTRACTS WITH CUSTOMERS
The following table presents the Insurance Distribution business operations revenues recognized in accordance with the Revenue
from Contracts with Customers Topic of the ASC disaggregated by policy type for the affected periods:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Employer Stop LossEmployer Stop Loss$2 $2 $7 $6 Employer Stop Loss$5 $4 
Affinity ProductsAffinity Products5 4 14 13 Affinity Products5 5 
Commercial autoCommercial auto3  
OtherOther  1  Other1  
TotalTotal$7 $7 $22 $20 Total$15 $9 
During the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, the amount of revenue recognized related to performance obligations satisfied in a previous period, inclusive of changes due to estimates was approximately $5$3 and $8,$4, respectively.
Contract Assets and Liabilities
The balances of contract assets and contract liabilities with customers were as follows:
March 31, 2023December 31, 2022
Premiums and commissions receivable$8 $
Contract assets10 
Contract liabilities1 
| Ambac Financial Group, Inc. 3927 2022 Third2023 First Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial StatementsStatements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
September 30, 2022December 31, 2021
Commissions receivable$3 $
Contract assets4 
Contract liabilities1 
Contract assets represent estimated future consideration related to base commissions and profit-sharing commissions that were recognized as revenue upon the placement of the policy. The Company does not have the right to bill or collect payment on i) base commissions until the insurer has collected the related premiums from policyholders has been collected nor ii) profit-sharing commissions
until after the contract year is completed. Changes in contract assets during the ninethree months ended September 30, 2022,March 31, 2023, is primarily due to the timing of new or renewal policies, growth in the business, reclassifications to receivables (unconditional right) and collections.
Contract liabilities represent advance consideration received from customers related to employer stop loss base commissions that will be recognized over time as claims servicing is performed, which typically occurs between 17 and 20 months from contract inception. During the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, the Company recognized revenue that was included in the contract liability balance as of the beginning of the period of $1.$0 and $1, respectively.
11.    COMPREHENSIVE INCOME
The following tables detail the changes in the balances of each component of accumulated other comprehensive income for the affected periods:
Unrealized Gains
(Losses) on
Available for
Sale Securities
(1)
Amortization of
Postretirement
Benefit
(1)
Gain (Loss) on
Foreign Currency
Translation
(1)
Credit Risk Changes of Fair Value Option Liabilities (1) (2)
Total
Three Months Ended September 30, 2022:
Beginning Balance$(23)$4 $(177)$ $(196)
Other comprehensive income (loss) before reclassifications(53) (58) (111)
Amounts reclassified from accumulated other comprehensive income (loss)(6)  (1)(7)
Net current period other comprehensive income (loss)(59) (58)(1)(118)
Balance at September 30, 2022$(82)$4 $(235)$(1)$(315)
Three Months Ended September 30, 2021:
Beginning Balance$168 $$(84)$(1)$87 
Other comprehensive income (loss) before reclassifications(1)— (19)— (20)
Amounts reclassified from accumulated other comprehensive income (loss)(3)— — — (3)
Net current period other comprehensive income (loss)(4)— (19)— (23)
Balance at September 30, 2021$164 $5 $(103)$(1)$64 
Nine Months Ended September 30, 2022
Beginning Balance$154 $4 $(100)$(1)$58 
Other comprehensive income before reclassifications(224) (136) (360)
Amounts reclassified from accumulated other comprehensive income(12)   (12)
Net current period other comprehensive income(236)(1)(136) (372)
Balance at September 30, 2022$(82)$4 $(235)$(1)$(315)
Nine Months Ended September 30, 2021
Beginning Balance$166 $$(92)$— $79 
Other comprehensive income before reclassifications— (11)— (9)
Amounts reclassified from accumulated other comprehensive income(4)(1)— (1)(6)
Net current period other comprehensive income(2)(1)(11)(1)(15)
Balance at September 30, 2021$164 $5 $(103)$(1)$64 
Three Months Ended March 31, 2023:Three Months Ended March 31, 2022:
Unrealized Gains
(Losses) on
Available for Sale Securities
(1)
Amortization
of
Postretirement
Benefit (1)
Gain (Loss) on Foreign 
Currency
Translation
(1)
Credit Risk Changes of Fair Value Option Liabilities
 (1) (2)
Total
Unrealized Gains
(Losses) on
Available for Sale Securities
(1)
Amortization
of
Postretirement
Benefit (1)
Gain (Loss) on Foreign 
Currency
Translation
(1)
Credit Risk Changes of Fair Value Option Liabilities
 (1) (2)
Total
Beginning Balance$(71)$3$(184)$(1)$(253)$154$4$(100)$(1)$58
Other comprehensive income (loss) before reclassifications1431633(104)(23)(127)
Amounts reclassified from accumulated other comprehensive income (loss)43(1)(1)
Net current period other comprehensive income (loss)1731636(105)(23)(127)
Ending Balance$(54)$6$(168)$(1)$(217)$49$4$(123)$(1)$(70)
(1)All amounts are net of tax and noncontrolling interest. Amounts in parentheses indicate reductions to Accumulated Other Comprehensive Income.
(2)Represents the changes in fair value attributable to instrument-specific credit risk of liabilities for which the fair value option is elected.
| Ambac Financial Group, Inc. 402022 Third Quarter FORM 10-Q |

Table of Contents
AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
The following table details the significant amounts reclassified from each component of accumulated other comprehensive income, shown in the above rollforward tables, for the affected periods:
Details about Accumulated
Other Comprehensive
Income Components
Details about Accumulated
Other Comprehensive
Income Components
Amount Reclassified from 
Accumulated Other Comprehensive Income
Affected Line Item in the
Consolidated Statement of
Total Comprehensive Income (Loss)
Details about Accumulated
Other Comprehensive
Income Components
Amount Reclassified from 
Accumulated Other Comprehensive Income
Affected Line Item in the
Consolidated Statement of
Total Comprehensive Income (Loss)
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended March 31,
202220212022202120232022
Unrealized Gains (Losses) on Available-for-Sale SecuritiesUnrealized Gains (Losses) on Available-for-Sale SecuritiesUnrealized Gains (Losses) on Available-for-Sale Securities
$(8)$(3)$(17)$(4)Net realized investment gains (losses)$4$(1)Net realized investment gains (losses)
2 5 — Provision for income taxes(1)Provision for income taxes
$(6)$(3)$(12)$(4)Net of tax and noncontrolling interest$4$(1)Net of tax and noncontrolling interest
Amortization of Postretirement BenefitAmortization of Postretirement BenefitAmortization of Postretirement Benefit
Prior service costPrior service cost$ $— $ $(1)
Other income 
Prior service cost$$
Other income 
Actuarial (losses)Actuarial (losses) —  — 
Other income 
Actuarial (losses)
Other income 
 —  (1)Total before taxTotal before tax
 —  — Provision for income taxesProvision for income taxes
$ $ $ $(1)Net of tax and noncontrolling interest$$Net of tax and noncontrolling interest
Credit Risk Changes of Fair Value Option LiabilitiesCredit Risk Changes of Fair Value Option LiabilitiesCredit Risk Changes of Fair Value Option Liabilities
$(1)$— $ $(1)Credit risk changes of fair value option liabilities$$1Credit risk changes of fair value option liabilities
 —  — Provision for income taxesProvision for income taxes
$(1)$— $ $(1)Net of tax and noncontrolling interest$$Net of tax and noncontrolling interest
Total reclassifications for the periodTotal reclassifications for the period$(7)$(3)$(12)$(6)Net of tax and noncontrolling interest Total reclassifications for the period$3$(1)Net of tax and noncontrolling interest 

| Ambac Financial Group, Inc. 282023 First Quarter FORM 10-Q |

Table of Contents
Notes to Unaudited Consolidated Financial Statements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
12.    NET INCOME PER SHARE
As of September 30, 2022, 44,964,019March 31, 2023, 45,321,745 shares of AFG's common stock (par value $0.01) and warrants entitling holders to acquire up to 4,877,6174,876,114 shares of new common stock at an exercise price of $16.67 per share were issued and outstanding. Common shares outstanding decreasedincreased by 1,340,120347,988 during the ninethree months ended September 30, 2022,March 31, 2023, primarily due to share repurchases partially offset by settlements of employee restricted and performance stock units.
Share Repurchases
On March 29, 2022, AFG's Board of Directors approved a share repurchase program authorizing up to $20 in share repurchases, with an expiration date of March 31, 2024, which may be terminated at any time. As of SeptemberApril 30, 2022, AFG repurchased 1,605,316 shares for $14.2 with an average purchase price2023, all of $8.86 per share. On May 5, 2022, the Board of Directors authorized an additional $15 in share repurchase bringing the total unused authorized amount to $20.8.AFG's outstanding warrants expired without being exercised.
Earnings Per Share Calculation
The numerator of the basic and diluted earnings per share computation represents net income (loss) attributable to common stockholders adjusted by the retained earnings impact of the noncontrolling adjustment to redemption value under ASC 480. The redemption value adjustment is further described in the Redeemable Noncontrolling Interest section of Note 2. Basis of Presentation and Significant Accounting Policiesin the Notes to Consolidated Financial Statements included in the Company’s.
Annual Report on Form 10-K for the year ended December 31, 2021.
The following table provides a reconciliation of net income attributable to common stockholders to the numerator in the basic and diluted earnings per share calculation, together with the resulting earnings per share amounts:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Net income attributable to common stockholders$340 $17 $347 5 
Three Months Ended March 31,Three Months Ended March 31,20232022
Net income (loss) attributable to common stockholdersNet income (loss) attributable to common stockholders$(33)$2 
Adjustment to redemption value (ASC 480)Adjustment to redemption value (ASC 480) —  (14)Adjustment to redemption value (ASC 480) — 
Numerator of basic and diluted EPSNumerator of basic and diluted EPS$340 $17 $347 (9)Numerator of basic and diluted EPS$(33)$2 
Per Share:Per Share:Per Share:
BasicBasic$7.50 $0.35 $7.56 $(0.19)Basic$(0.73)$0.04 
DilutedDiluted$7.41 $0.35 $7.48 $(0.19)Diluted$(0.73)$0.04 
The denominator of the basic earnings per share computation represents the weighted average common shares outstanding plus vested restricted stock units (together, "Basic Weighted Average Shares Outstanding"). The denominator of diluted earnings per share adjusts the basic weighted average shares outstandingBasic Weighted Average Shares Outstanding for all potential dilutive common shares outstanding during the period. All potential dilutive common shares outstanding consider common stock deliverable pursuant to warrants,
| Ambac Financial Group, Inc. 412022 Third Quarter FORM 10-Q |

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
unvested restricted stock units and performance stock units granted under existing compensation plans.
The following table provides a reconciliation of the weighted average shares denominator used for basic net income per share to the denominator used for diluted net income per share:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Basic weighted average shares outstanding denominatorBasic weighted average shares outstanding denominator45,307,019 46,615,552 45,847,306 46,503,196 Basic weighted average shares outstanding denominator45,564,276 46,731,459 
Effect of potential dilutive shares :Effect of potential dilutive shares :Effect of potential dilutive shares :
WarrantsWarrants —  — Warrants — 
Restricted stock unitsRestricted stock units179,293 72,061 105,114 — Restricted stock units 82,066 
Performance stock units (1)
Performance stock units (1)
360,093 356,519 403,674 — 
Performance stock units (1)
 546,206 
Diluted weighted average shares outstanding denominatorDiluted weighted average shares outstanding denominator45,846,405 47,044,132 46,356,094 46,503,196 Diluted weighted average shares outstanding denominator45,564,276 47,359,731 
Anti-dilutive shares excluded from the above reconciliation:Anti-dilutive shares excluded from the above reconciliation:Anti-dilutive shares excluded from the above reconciliation:
WarrantsWarrants4,877,617 4,877,617 4,877,617 4,877,665 Warrants4,876,114 4,877,617 
Restricted stock unitsRestricted stock units157,991 244,694 214,941 466,094 Restricted stock units555,354 253,828 
Performance stock units (1)
Performance stock units (1)
 —  582,254 
Performance stock units (1)
601,033 — 
(1)    Performance stock units are reflected based on the performance metrics through the balance sheet date. Vesting of these units is contingent upon meeting certain performance metrics. Although a portion of these performance metrics have been achieved as of the respective period end, it is possible that awards may no longer meet the metric at the end of the performance period.    
13.    INCOME TAXES
AFG files a consolidated Federal income tax return with its subsidiaries. AFG and its subsidiaries also file separate or combined income tax returns in various states, local and foreign jurisdictions. The following are the major jurisdictions in which Ambac and its subsidiaries operate and the earliest tax years subject to examination:
JurisdictionTax Year
United States2010
New York State2013
New York City20172018
United Kingdom20182019
Italy20172018
In accordance with the Income Tax Topic of the ASC, a valuation allowance is recognized if, based on the weight of available evidence, it is more-likely-than-not that some, or all, of the deferred tax asset will not be realized. As a result of the risks and
uncertainties associated with future operating results, management believes it is more likely than not that the Company will not generate sufficient U.S. federal, state and/or local taxable income to recover its deferred tax operating assets and therefore maintains a full valuation allowance.
Consolidated Pretax Income (Loss)
U.S. and foreign components of pre-tax income (loss) were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
U.S.U.S.$329 $$338 $(2)U.S.$(48)$(1)
ForeignForeign14 11 13 23 Foreign19 
TotalTotal$342 $19 $352 $21 Total$(29)$3 
| Ambac Financial Group, Inc. 292023 First Quarter FORM 10-Q |

Table of Contents
Notes to Unaudited Consolidated Financial Statements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
Provision (Benefit) for Income Taxes
The components of the provision for income taxes were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Current taxesCurrent taxesCurrent taxes
U. S. federalU. S. federal$ $— $ $— U. S. federal$ $— 
U.S. state and localU.S. state and local —  U.S. state and local — 
ForeignForeign4 6 Foreign2 
Total Current taxesTotal Current taxes4 2 6 9 Total Current taxes2 2 
Deferred taxesDeferred taxesDeferred taxes
ForeignForeign(2)— (2)Foreign2 (1)
Total Deferred taxesTotal Deferred taxes(2) (2)6 Total Deferred taxes2 (1)
Provision for income taxesProvision for income taxes$2 $2 $4 $15 Provision for income taxes$4 $ 
As of March 31, 2023, the Company has (i) $3,461 of NOLs, which if not utilized will begin expiring in 2030, and will fully expire in 2044, and (ii) $310 of interest expense tax deduction carryover, which has an indefinite carryforward period but is limited in any particular year based on certain provisions.
14.    COMMITMENTS AND CONTINGENCIES
The following commitments and contingencies provide an update of those discussed in Note 19:20: Commitments and Contingencies in the Notes to Consolidated Financial Statements included Part II, Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2022, and should be read in conjunction with the complete descriptions provided in the aforementioned Form 10-K.
Litigation Against Ambac
Monterey Bay Military Housing, LLC, et al. v. Ambac Assurance Corporation, et al. (United States District Court, Southern District of New York, Case No. 1:19-cv-09193-PGG, transferred on October 4, 2019 from the United States District Court, Northern District of California, San Jose Division, Case No. 17-cv-04992-BLF, filed August 28, 2017). Plaintiffs, the corporate developers of various military housing projects, filed an amended complaint on October 27, 2017 against AAC, a former employee of AAC, and certain unaffiliated persons and entities, asserting claims for (i) violation of 18 U.S.C §§ 1962(c) and 1962(d) (civil Racketeer Influenced and Corrupt Organizations Act (“RICO”) and conspiracy to commit civil RICO), (ii) breach of fiduciary duty,
| Ambac Financial Group, Inc. 422022 Third Quarter FORM 10-Q |

Table of Contents
AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
(iii) aiding and abetting breach of fiduciary duty, (iv) fraudulent misrepresentation, (v) fraudulent concealment and (vi) conspiracy to commit fraud. (After the case was transferred to the SDNY, the court dismissed the claims against AAC and its former employee for breach of fiduciary duty and for aiding and abetting breach of AAC’s or its former employee’s fiduciary duty; dismissed two plaintiffs’ RICO claims against AAC and its former employee; and in all other respects allowed plaintiffs' claims to go forward.) On April 6, 2022, certain co-defendants filed a motion to sever the plaintiffs’ claims and to dismiss all claims except for claims asserted by the Monterey Bay plaintiffs.
Financial Oversight and Management Board for Puerto Rico, et al. v. Autonomy Master Fund Limited, et al. (United States District Court, District of Puerto Rico, No. 19-ap-00291, filed May 2, 2019). On May 2, 2019, the Financial Oversight and Management Board for Puerto Rico (the "Oversight Board"), together with the Official Committee of Unsecured Creditors for the Commonwealth (the "Committee") filed an adversary proceeding against certain parties that filed proofs of claim on account of general obligation bonds issued by the Commonwealth of Puerto Rico, including AAC. The complaint seeks declarations that the general obligation bonds are unsecured obligations and, in the alternative, seeks to avoid any security interests that holders of such bonds may have. On June 13, 2019, the District Court stayed the case; the case remained stayed until early 2020. On March 10, 2020, the District Court again ordered that this case remain stayed while the Oversight Board attempted to confirm the a plan of adjustment for the Commonwealth (as amended, the “Commonwealth Plan”). On January 18, 2022, the Court entered an order confirming the Commonwealth Plan. The Commonwealth Plan resolves the issues raised in this adversary proceeding. Several parties appealed the District Court’s confirmation order to the First Circuit, including a number of teachers’ unions (the “Teachers’ Unions”), a number of credit unions (the “Credit Unions”), Suiza Dairy Corporation (“Suiza”), the Oversight Board, and certain individual creditors. On April 26, 2022, the First Circuit rejected the Teachers’ Unions’ challenges to the Commonwealth Plan and affirmed the confirmation order; on May 10, 2022, the Teachers’ Unions petitioned for rehearing en banc. On May 9, 2022, the Court dismissed this adversary proceeding, subject to a request for reinstatement if and when the First Circuit’s dispositions of the appeals concerning the confirmation order are final. On May 13, 2022, the First Circuit denied the Teachers’ Unions’ petition for rehearing en banc. On July 18, 2022, the First Circuit rejected the Oversight Board’s challenges to, and affirmed, the confirmation order. On August 9, 2022, the Teachers’ Unions filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision affirming the confirmation order. The Oversight Board filed an opposition to the Teachers’ Unions’ petition on October 14, 2022. The Oversight Board also filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision in its appeal of the confirmation order on October 17, 2022. On October 27, 2022, the First Circuit entered an order dismissing the individual creditors’ confirmation appeal. All other appeals of the confirmation order remain pending.
Financial Oversight and Management Board for Puerto Rico, et al. v. Ambac Assurance Corporation, et al. (United States District Court, District of Puerto Rico, No. 19-ap-00363, filed May 20, 2019). On May 20, 2019, the Oversight Board, together with the Committee, as Plaintiffs, filed an adversary proceeding against certain parties that filed proofs of claim on account of bonds issued by the Puerto Rico Highways and Transportation Authority ("PRHTA"), including AAC. The complaint seeks declarations that the PRHTA bonds are only secured by revenues on deposit with the PRHTA Fiscal Agent and that PRHTA bondholders have no security interest in any other property of PRHTA or the Commonwealth, and in the alternative, to the extent such other security interests exist, the complaint seeks to avoid other security interests that holders of PRHTA bonds may have. On June 14, 2019, at the request of the Plaintiffs, the District Court stayed the case until September 1, 2019 as to all defendants; on July 24, 2019, the District Court referred this matter to mediation and ordered it stayed during the pendency of such mediation. On December 19, 2019, the District Court ordered that this matter remain stayed pending further order of the District Court pursuant to the Oversight Board’s initiation of a separate adversary proceeding concerning PRHTA bonds (No. 20-ap-00005, discussed below). This matter was resolved by the plan of adjustment for PRHTA (the “PRHTA POA”), which was confirmed on October 12, 2022. On October 24, 2022, a group of present and former employees of PRHTA filed a notice of appeal with respect to, and a motion to stay, the PRHTA POA confirmation order. On October 28, 2022, a number of parties—including AAC—filed an opposition to the stay motion, requesting, in the alternative, that the appealing parties seeking a stay be required to post supersedeas bonds pending appeal.
Financial Oversight and Management Board for Puerto Rico v. Ambac Assurance Corp., et al. (United States District Court, District of Puerto Rico, No. 20-ap-00003, filed Jan. 16, 2020). On January 16, 2020, the Oversight Board filed an adversary proceeding against monoline insurers insuring bonds issued by the Puerto Rico Infrastructure Financing Authority (“PRIFA”) and the PRIFA bond trustee, all of which defendants filed proofs of claim against the Commonwealth relating to PRIFA bonds. The complaint seeks to disallow defendants’ proofs of claim against the Commonwealth in their entirety, including for lack of secured status. On August 3, 2021, the District Court ordered that this case be stayed on the joint motion of the parties as a result of an agreement with the Oversight Board with respect to the treatment of PRIFA bonds (the “PRIFA Settlement”), an agreement with the Oversight Board with respect to the treatment of bonds issued by the Puerto Rico Highways and Transportation Authority (“PRHTA”) and the Puerto Rico Convention Center District Authority (“PRCCDA”) (the “PRHTA/PRCCDA Settlement”), and the settlement related to general obligation and PBA bonds (“GO/PBA Settlement”). On January 18, 2022, the Court entered an order confirming the Commonwealth Plan. The Commonwealth Plan resolves the issues raised in this adversary proceeding. Several parties appealed the District Court’s confirmation order to the First Circuit, including the Teachers’ Unions, the Credit Unions, Suiza, the Oversight Board, and certain individual creditors. On April 26, 2022, the First Circuit rejected the Teachers’ Unions’ challenges to the Commonwealth Plan and affirmed the confirmation order; on May 10, 2022, the
| Ambac Financial Group, Inc. 432022 Third Quarter FORM 10-Q |

Table of Contents
AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
Teachers’ Unions petitioned for rehearing en banc. On May 13, 2022, the First Circuit denied the Teachers’ Unions’ petition for rehearing en banc. On July 18, 2022, the First Circuit rejected the Oversight Board’s challenges to, and affirmed, the confirmation order. On August 9, 2022, the Teachers’ Unions filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision affirming the confirmation order. The Oversight Board filed an opposition to the Teachers’ Unions’ petition on October 14, 2022. The Oversight Board also filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision in its appeal of the confirmation order on October 17, 2022. On October 27, 2022, the First Circuit entered an order dismissing the individual creditors’ confirmation appeal. All other appeals remain pending. On September 30, 2022, the Court entered an order closing this adversary proceeding.
Financial Oversight and Management Board for Puerto Rico v. Ambac Assurance Corp., et al. (United States District Court, District of Puerto Rico, No. 20-ap-00004, filed Jan. 16, 2020). On January 16, 2020, the Oversight Board filed an adversary proceeding against monoline insurers insuring bonds issued by the PRCCDA and the PRCCDA bond trustee, all of which defendants filed proofs of claim against the Commonwealth relating to PRCCDA bonds. The complaint seeks to disallow defendants’ proofs of claim against the Commonwealth in their entirety, including for lack of secured status. On August 3, 2021, the District Court ordered that this case be stayed on the joint motion of the parties as a result of the PRIFA Settlement, the PRHTA/PRCCDA Settlement, and the GO/PBA Settlement. On January 18, 2022, the Court entered an order confirming the Commonwealth Plan. The Commonwealth Plan resolves the issues raised in this adversary proceeding. Several parties appealed the District Court’s confirmation order to the First Circuit, including the Teachers’ Unions, the Credit Unions, Suiza, the Oversight Board, and certain individual creditors. On April 26, 2022, the First Circuit rejected the Teachers’ Unions’ challenges to the Commonwealth Plan and affirmed the confirmation order; on May 10, 2022, the Teachers’ Unions petitioned for rehearing en banc. On May 13, 2022, the First Circuit denied the Teachers’ Unions’ petition for rehearing en banc. On July 18, 2022, the First Circuit rejected the Oversight Board’s challenges to, and affirmed, the confirmation order. On August 9, 2022, the Teachers’ Unions filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision affirming the confirmation order. The Oversight Board filed an opposition to the Teachers’ Unions’ petition on October 14, 2022. The Oversight Board also filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision in its appeal of the confirmation order on October 17, 2022. On October 27, 2022, the First Circuit entered an order dismissing the individual creditors’ confirmation appeal. All other appeals remain pending. On September 30, 2022, the Court entered an order closing this adversary proceeding.
Financial Oversight and Management Board for Puerto Rico v. Ambac Assurance Corp., et al. (United States District Court, District of Puerto Rico, No. 20-ap-00005, filed Jan. 16, 2020). On January 16, 2020, the Oversight Board filed an adversary proceeding against monoline insurers insuring bonds issued by
PRHTA, certain PRHTA bondholders, and the PRHTA fiscal agent for bondholders, all of which defendants filed proofs of claim against the Commonwealth relating to PRHTA bonds. The complaint seeks to disallow defendants’ proofs of claim against the Commonwealth in their entirety, including for lack of secured status. On August 3, 2021, the District Court ordered that this case be stayed on the joint motion of the parties as a result of the PRIFA Settlement, the PRHTA/PRCCDA Settlement, and the GO/PBA Settlement. On January 18, 2022, the Court entered an order confirming the Commonwealth Plan. The Commonwealth Plan resolves the issues raised in this adversary proceeding. Several parties appealed the District Court’s confirmation order to the First Circuit, including the Teachers’ Unions, the Credit Unions, Suiza, the Oversight Board, and certain individual creditors. On April 26, 2022, the First Circuit rejected the Teachers’ Unions’ challenges to the Commonwealth Plan and affirmed the confirmation order; on May 10, 2022, the Teachers’ Unions petitioned for rehearing en banc. On May 13, 2022, the First Circuit denied the Teachers’ Unions’ petition for rehearing en banc. On July 18, 2022, the First Circuit rejected the Oversight Board’s challenges to, and affirmed, the confirmation order. On August 9, 2022, the Teachers’ Unions filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision affirming the confirmation order. The Oversight Board filed an opposition to the Teachers’ Unions’ petition on October 14, 2022. The Oversight Board also filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision in its appeal of the confirmation order on October 17, 2022. On October 27, 2022, the First Circuit entered an order dismissing the individual creditors’ confirmation appeal. All other appeals remain pending. On September 30, 2022, the Court entered an order closing this adversary proceeding.
Financial Oversight and Management Board for Puerto Rico v. Ambac Assurance Corp., et al. (United States District Court, District of Puerto Rico, No. 20-ap-00007, filed Jan. 16, 2020). On January 16, 2020, the Oversight Board and the Committee filed an adversary proceeding against monoline insurers insuring bonds issued by PRHTA, certain PRHTA bondholders, and the PRHTA fiscal agent for bondholders, all of which defendants filed proofs of claim against PRHTA relating to PRHTA bonds. The complaint seeks to disallow portions of defendants’ proofs of claim against the PRHTA, including for lack of secured status. On August 3, 2021, the District Court ordered that this case be stayed on the joint motion of the parties as a result of the PRIFA Settlement, the PRHTA/PRCCDA Settlement, and the GO/PBA Settlement. On January 18, 2022, the Court entered an order confirming the Commonwealth Plan. On April 14, 2022, the Oversight Board filed a notice that this case has not been resolved by the Commonwealth Plan and should remain pending. On May 2, 2022, the Oversight Board filed the PRHTA POA and disclosure statement (the “PRHTA DS”). A hearing on approval of the PRHTA DS took place on June 17, 2022. The Oversight Board filed a revised PRHTA POA the same day. On June 22, 2022, the Court entered an order approving the PRHTA DS. The confirmation hearing took place on August 17, 2022. The Oversight Board filed a further revised PRHTA POA on September 6, 2022. On September 30, 2022, the Court entered an order closing this adversary proceeding. The Court entered an
| Ambac Financial Group, Inc. 442022 Third Quarter FORM 10-Q |

Table of Contents
AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollar Amounts in Millions, Except Share Amounts)
order confirming the PRHTA POA on October 12, 2022. On October 24, 2022, a group of present and former employees of PRHTA filed a notice of appeal with respect to, and a motion to stay, the PRHTA POA confirmation order. On October 28, 2022, a number of parties—including AAC—filed an opposition to the stay motion, requesting, in the alternative, that the appealing parties seeking a stay be required to post supersedeas bonds pending appeal.
NC Residuals Owners Trust, et al. v. Wilmington Trust Co., et al.In re National Collegiate Student Loan Trusts Litigation (Delaware Court of Chancery, Consolidated C.A. No. 2019-0880,12111, filed Nov.November 1, 2019). On November 4, 2022, theThe Vice Chancellor has entered another stay through November 30, 2022,a series of stays to facilitate good-faith settlement discussions.
AAC’s estimatesdiscussions, the most recent of projected losses for RMBS transactions consider, among other things,which was entered on May 2, 2023 and stays the RMBS transactions’ payment waterfall structure, including the application of interest and principal payments and recoveries, and depend in part on our interpretations of contracts and other bases of our legal rights. From time to time, bond trustees and other transaction participants have employed different contractual interpretations and have commenced, or threatened to commence, litigation to resolve these differences. It is not possible to predict whether additional disputes will arise, nor the outcomes of any potential litigation. It is possible that there could be unfavorable outcomes in this or other disputes or proceedings and that our interpretations may prove to be incorrect, which could lead to changes to our estimate of loss reserves.
AAC has periodically received various regulatory inquiries and requests for information with respect to investigations and inquiries that such regulators are conducting. AAC has complied with all such inquiries and requests for information.
The Company is involved from time to time in various routine legal proceedings, including proceedings related to litigation with present or former employees. Although the Company’s litigation with present or former employees is routine and incidental to the conduct of its business, such litigation can result in large monetary awards when a civil jury is allowed to determine compensatory and/or punitive damages for, among other things, termination of employment that is wrongful or in violation of implied contracts.
From time to time, Ambac is subject to allegations concerning its corporate governance that may lead to litigation, including derivative litigation, and while the monetary impacts may not be material, the matters may distract management and the Board of Directors from their principal focus on Ambac's business, strategy and objectives.matter through May 5, 2023.
It is not reasonably possible to predict whether additional suits will be filed or whether additional inquiries or requests for information will be made, and it is also not possible to predict the outcome of litigation, inquiries or requests for information. It is possible that there could be unfavorable outcomes in these or other proceedings. Legal accruals for litigation against the Company which are probable and reasonably estimable, and management's estimated range of loss for such matters, are either not applicable or are not material to the operating results or
financial position of the Company. For the litigation matters the Company is defending that do not meet the “probable and reasonably estimable” accrual threshold and where no loss estimates have been provided above, management is unable to make a meaningful estimate of the amount or range of loss that could result from unfavorable outcomes. Under some circumstances, adverse results in any such proceedings could be material to our business, operations, financial position, profitability or cash flows. The Company believes that it has substantial defenses to the claims above and, to the extent that these actions proceed, the Company intends to defend itself
vigorously; however, the Company is not able to predict the outcomes of these actions.
Litigation Filed or Joined by Ambac
In the ordinary course of their businesses, certain of Ambac’s subsidiaries assert claims in legal proceedings against third parties to recover losses already paid and/or mitigate future losses. The amounts recovered and/or losses avoided which may result from these proceedings is uncertain, although recoveries and/or losses avoided in any one or more of these proceedings during any quarter or fiscal year could be material to Ambac’s results of operations in that quarter or fiscal year.
Puerto Rico
Ambac Assurance Corporation v. U.S. Department of Treasury et al. (United States District Court, District of Columbia, No. 17-809, filed May 2, 2017). On May 2, 2017, Ambac Assurance filed a complaint against the U.S. Department of Treasury and Steven Mnuchin, in his official capacity as Secretary of the Treasury, alleging that Puerto Rico’s ongoing diversion of rum taxes from PRIFA violates the Contracts, Takings, and Due Process Clauses of the U.S. Constitution, and seeking an equitable lien on all rum taxes possessed by the U.S. Treasury, and an injunction preventing their transfer to the Commonwealth. On May 3, 2017, a petition under Title III of PROMESA was filed on behalf of the Commonwealth of Puerto Rico. On May 24, 2017, the Oversight Board filed a statement requesting that the court take notice of the stay resulting from the Commonwealth’s Title III filing. On May 25, 2017, the court issued an order staying this case as a result of the Title III proceedings. On October 26, 2022, Ambac filed a notice of voluntary dismissal of this action pursuant to the Title VI Qualifying Modification for PRIFA (the “PRIFA QM”), and the court entered a minute order of dismissal the same day.
Ambac Assurance Corporation v. Bank of New York Mellon (United States District Court, Southern District of New York. No. 1:17-cv-03804, filed May 2, 2017). On July 6, 2022, the District Court granted AAC’s motion to lift the stay and for leave to file a Second Amended Complaint (“SAC”). AAC filed its SAC on July 10, 2022, and on July 25, 2022, BNY moved to dismiss the SAC. On September 23, 2022, Ambac filed its opposition to BNY’s motion to dismiss, and on October 24, 2022, BNY filed its reply in support of its motion to dismiss.
In re Financial Oversight and Management Board for Puerto Rico v. Public Buildings Authority (United States District Court, District of Puerto Rico, No. 1:18-ap-00149, filed December 21, 2018). On December 21, 2018, the Oversight Board, together with the
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Committee, as Plaintiffs, filed a complaint against the Puerto Rico Public Buildings Authority (“PBA”) seeking declaratory judgment that the leases between PBA and its lessees-many of whom are agencies and instrumentalities17- bk-03283) (appeals of the Commonwealth are “disguised financings,” not true leases, and therefore should not be afforded administrative expense priority under the Bankruptcy Code. On July 24, 2019, the District Court stayed the case; on March 10, 2020, the District Court again ordered that this case be stayed while the Oversight Board attempted to confirm the Commonwealth Plan.Plan). On January 18, 2022, the District Court entered an order confirming the Commonwealth Plan. The Commonwealth Plan resolves this litigation.and entered its findings of fact and conclusions of law related thereto. Several parties appealedfiled notices of appeal of the District Court’s confirmation order to the First Circuit Court of Appeals, including a number of teachers’ unions (“the Teachers’ Unions, the Credit Unions, Suiza,Unions”), the Oversight Board, and certain individual creditors. On April 26, 2022, creditors, a number of credit unions (“the First Circuit rejected the Teachers’ Unions’ challenges to the Commonwealth PlanCredit Unions”), and affirmed the confirmation order; on May 10, 2022, the Teachers’ Unions petitioned for rehearingSuiza Dairy Corporation (“Suiza”). en bancOversight Board. On May 13, 2022, the First Circuit denied the Teachers’ Unions’ petition for rehearing en banc.: On July 18, 2022, the First Circuit rejected the Oversight Board’s challenges to, and affirmed, the confirmation order. On August 9, 2022, the Teachers’ Unions filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision affirming the confirmation order. The Oversight Board filed an opposition to the Teachers’ Unions’ petition on October 14, 2022. The Oversight Board also filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision in its appeal of the confirmation order on October 17, 2022. On October 27, 2022,2022; the First Circuit entered an order dismissing the individual creditors’ confirmation appeal. All other appeals remain pending.
In re Financial Oversight and Management Board for Puerto Rico (United States DistrictSupreme Court District of Puerto Rico, No. 1:17-bk-03283), Omnibus Objection of (I) Financial Oversight and Management Board, Acting Through its Special Claims Committee, and (II) Official Committee of Unsecured Creditors, Pursuant to Bankruptcy Code Section 502 and Bankruptcy Rule 3007, to Claims Filed or Asserted by Holders of Certain Commonwealth General Obligation Bonds (Dkt. No. 4784, filed January 14, 2019) (“GO Bond Claim Objection”). On January 14, 2019, the Oversight Board and the Committee filed an omnibus claim objection in the Commonwealth’s Title III case challenging claims arising from certain general obligation bonds issued by the Commonwealth in 2012 and 2014 totaling approximately $6 billion, none of which are held or insured by AAC. On April 11, 2019, AAC filed a notice of participation in support of the objection, advancing the argument, among other things, that the PBA leases are true leases, but the associated debt nonetheless should be included in the Commonwealth’s debt ceiling calculation such that the 2012 and 2014 general obligation bond issuances are null and void and claims arising therefrom should be disallowed. On July 24, 2019, the District Court stayed the case; the case remained stayed until early 2020. On March 10, 2020, the District Court again ordered that this matter remain stayed while the Oversight Board attempted to confirm the Commonwealth Plan. On January 18, 2022, the Court entered an order confirming the Commonwealth Plan. The Commonwealth Plan resolves the GO Bond Claim Objection. Several parties
appealed the District Court’s confirmation order to the First Circuit, including the Teachers’ Unions, the Credit Unions, Suiza, the Oversight Board, and certain individual creditors. On April 26, 2022, the First Circuit rejected the Teachers’ Unions’ challenges to the Commonwealth Plan and affirmed the confirmation order; on May 10, 2022, the Teachers’ Unions petitioned for rehearing en banc. On May 13, 2022, the First Circuit denied the Teachers’ Unions’ petition for rehearing en banc. On July 18, 2022, the First Circuit rejected the Oversight Board’s challenges to, and affirmed, the confirmation order. On August 9, 2022, the Teachers’ Unions filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision affirming the confirmation order. The Oversight Board filed an opposition to the Teachers’ Unions’ petition on October 14, 2022. The Oversight Board also filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision in its appeal of the confirmation order on October 17, 2022. On October 27, 2022, the First Circuit entered an order dismissing the individual creditors’ confirmation appeal. All other appeals remain pending. On September 30, 2022, the Court entered an order terminating the GO Bond Claim Objection.
In re Financial Oversight and Management Board for Puerto Rico (United States District Court, District of Puerto Rico, No. 1:17-bk-03283), Ambac Assurance Corporation's Motion and Memorandum of Law in Support of Its Motion Concerning Application of the Automatic Stay to the Revenues Securing PRIFA Rum Tax Bonds (Dkt. No. 7176, filed May 30, 2019) (“PRIFA Stay Motion”). On May 30, 2019, AAC filed a motion seeking an order that the automatic stay does not apply to certain lawsuits AAC seeks to bring or to continue relating to bonds issued by PRIFA, or, in the alternative, for relief from the automatic stay to pursue such lawsuits or for adequate protection of AAC's collateral. On July 2 and September 9, 2020, the District Court denied the motion to lift the stay. On March 3, 2021, the First Circuit affirmed the District Court’s opinions denying the motion to lift the stay. On August 3, 2021, the District Court ordered that this matter be stayed on the joint motion of the parties as a result of the PRIFA Settlement, the PRHTA/PRCCDA Settlement, and the GO/PBA Settlement. On January 18, 2022, the Court entered an order confirming the Commonwealth Plan; on January 20, 2022, the Court entered an order approving the PRIFA QM. The Commonwealth Plan and the PRIFA QM resolve the PRIFA Stay Motion. Several parties appealed the District Court’s confirmation order to the First Circuit, including the Teachers’ Unions, the Credit Unions, Suiza, the Oversight Board, and certain individual creditors. On April 26, 2022, the First Circuit rejected the Teachers’ Unions’ challenges to the Commonwealth Plan and affirmed the confirmation order; on May 10, 2022, the Teachers’ Unions petitioned for rehearing en banc. On May 13, 2022, the First Circuit denied the Teachers’ Unions’ petition for rehearing en banc. On July 18, 2022, the First Circuit rejected the Oversight Board’s challenges to, and affirmed, the confirmation order. On August 9, 2022, the Teachers’ Unions filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision affirming the confirmation order. The Oversight Board filed an opposition to the Teachers’ Unions’ petition on October 14, 2022. The Oversight Board also filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s
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decision in its appeal of the confirmation order on October 17, 2022. On October 27, 2022, the First Circuit entered an order dismissing the individual creditors’ confirmation appeal. All other appeals remain pending.
In re Financial Oversight and Management Board for Puerto Rico (United States District Court, District of Puerto Rico, No. 1:17-bk-03283), Motion of Assured Guaranty Corp., Assured Municipal Corp., Ambac Assurance Corporation, National Public Finance Guarantee Corporation, and Financial Guaranty Insurance Company for Relief from the Automatic Stay, or, in the Alternative, Adequate Protection (Dkt. No. 10102, filed January 16, 2020) (“PRHTA Stay Motion”). Pursuant to an order of the District Court setting out an agreed schedule for litigation submitted by the Mediation Team, on January 16, 2020, AAC, together with Assured Guaranty Corp., Assured Municipal Corp., National Public Finance Guarantee Corporation, and Financial Guaranty Insurance Company filed a motion seeking an order that the automatic stay does not apply to movants’ enforcement of the application of pledged revenues to the PRHTA bonds or the enforcement of movants’ liens on revenues pledged to such bonds, or, in the alternative, for adequate protection of movants’ interests in the revenues pledged to PRHTA bonds. On July 2 and September 9, 2020, the District Court denied the motion to lift the stay. On March 3, 2021, the First Circuit affirmed the District Court’s opinions denying the motion to lift the stay. On August 3, 2021, the District Court ordered that this matter be stayed on the joint motion of the parties as a result of the PRIFA Settlement, the PRHTA/PRCCDA Settlement, and the GO/PBA Settlement. On January 18, 2022, the Court entered an order confirming the Commonwealth Plan. The Commonwealth Plan resolves the PRHTA Stay Motion. Several parties appealed the District Court’s confirmation order to the First Circuit, including the Teachers’ Unions, the Credit Unions, Suiza, the Oversight Board, and certain individual creditors. On April 26, 2022, the First Circuit rejected the Teachers’ Unions’ challenges to the Commonwealth Plan and affirmed the confirmation order; on May 10, 2022, the Teachers’ Unions petitioned for rehearing en banc. On May 13, 2022, the First Circuit denied the Teachers’ Unions’ petition for rehearing en banc. On July 18, 2022, the First Circuit rejected the Oversight Board’s challenges to, and affirmed, the confirmation order. On August 9, 2022, the Teachers’ Unions filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision affirming the confirmation order. The Oversight Board filed an opposition to the Teachers’ Unions’ petition on October 14, 2022. The Oversight Board also filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision in its appeal of the confirmation order on October 17, 2022. On October 27, 2022, the First Circuit entered an order dismissing the individual creditors’ confirmation appeal. All other appeals remain pending.
In re Financial Oversight and Management Board for Puerto Rico (United States District Court, District of Puerto Rico, No. 1:17-bk-03283), Ambac Assurance Corporation, Financial Guaranty Insurance Company, Assured Guaranty Corp., Assured Municipal Corp., and the Bank of New York Mellon’s Motion Concerning Application of the Automatic Stay to the Revenues Securing the CCDA Bonds (Dkt. No. 10104, filed January 16,
2020) (“PRCCDA Stay Motion”). Pursuant to an order of the District Court setting out an agreed schedule for litigation submitted by the Mediation Team, on January 16, 2020, AAC, together with Financial Guaranty Insurance Company, Assured Guaranty Corp., Assured Municipal Corp., and the PRCCDA bond trustee, filed a motion seeking an order either (i) that the automatic stay does not apply to movants’ enforcement of their rights to revenues pledged to PRCCDA bonds by bringing an enforcement action against PRCCDA; or, in the alternative, (ii) lifting the automatic stay to enable movants to pursue an enforcement action against PRCCDA; or, in the further alternative, (iii) ordering adequate protection of movants’ interests in the PRCCDA pledged to PRCCDA bonds. On July 2, 2020, the District Court denied the motion to lift the stay on certain grounds, but found that the movants had stated a colorable claim that a certain account was the “Transfer Account” on which movants hold a lien. On September 9, 2020, the District Court denied the motion to lift the stay on the additional grounds, and found that a final determination on issues related to the identity of the Transfer Account would be made in the decision on the motions for summary judgment issued in the PRCCDA-related adversary proceeding, No. 20-ap-00004. On August 3, 2021, the District Court ordered that this matter be stayed on the joint motion of the parties as a result of the PRIFA Settlement, the PRHTA/PRCCDA Settlement, and the GO/PBA Settlement. On January 18, 2022, the Court entered an order confirming the Commonwealth Plan; on January 20, 2022, the Court entered an order approving the Title VI Qualifying Modification for PRCCDA (the “PRCCDA QM”). The Commonwealth Plan and the PRCCDA QM resolve the PRCCDA Stay Motion. Several parties appealed the District Court’s confirmation order to the First Circuit, including the Teachers’ Unions, the Credit Unions, Suiza, the Oversight Board, and certain individual creditors. On April 26, 2022, the First Circuit rejected the Teachers’ Unions’ challenges to the Commonwealth Plan and affirmed the confirmation order; on May 10, 2022, the Teachers’ Unions petitioned for rehearing en banc. On May 13, 2022, the First Circuit denied the Teachers’ Unions’ petition for rehearing en banc. On July 18, 2022, the First Circuit rejected the Oversight Board’s challenges to, and affirmed, the confirmation order. On August 9, 2022, the Teachers’ Unions filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision affirming the confirmation order. The Oversight Board filed an opposition to the Teachers’ Unions’ petition on October 14, 2022. The Oversight Board also filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision in its appeal of the confirmation order on October 17, 2022. On October 27, 2022, the First Circuit entered an order dismissing the individual creditors’ confirmation appeal. All other appeals remain pending. On September 30, 2022, the Court entered an order terminating the PRCCDA Stay Motion.
Ambac Assurance Corporation v. Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Oriental Financial Services LLC; Popular Securities LLC; Raymond James & Associates, Inc., RBC Capital Markets LLC; Samuel A. Ramirez & Co. Inc., Santander Securities LLC; UBS Financial Services Inc.; and UBS Securities LLC (Commonwealth of Puerto Rico, Court of First Instance, San Juan
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Superior Court, Case No. SJ-2020-CV-01505, filed February 19, 2020). On April 27, 2022, the Commonwealth Court of Appeals affirmed the dismissal by the Commonwealth court of AAC’s Amended Complaint. On May 31, 2022, Ambac filed a petition for a writ of certiorari, seeking review of the decision in the Puerto Rico Supreme Court. The petition was denied on July 13, 2022. AAC filed a motion for reconsideration on July 28, 2022, which remains pending before the Puerto Rico Supreme Court.
Ambac Assurance Corporation v. Financial Oversight and Management Board for Puerto Rico (United States District Court, District of Puerto Rico, No. 3:20-ap-00068, filed May 26, 2020). On May 26, 2020, AAC filed an adversary complaint before the Title III Court seeking (i) a declaration that titles I, II, and III of PROMESA are unconstitutional because they violate the Bankruptcy Clause of the U.S. Constitution (which requires all bankruptcy laws to be uniform) and (ii) dismissal of the pending Title III petitions. On August 3, 2021, the District Court ordered that this case be stayed on the joint motion of the parties as a result of the PRIFA Settlement, the PRHTA/PRCCDA Settlement, and the GO/PBA Settlement. On January 18, 2022, the Court entered an order confirming the Commonwealth Plan. The Commonwealth Plan resolves this litigation. Several parties appealed the District Court’s confirmation order to the First Circuit, including the Teachers’ Unions, the Credit Unions, Suiza, the Oversight Board, and certain individual creditors. On April 26, 2022, the First Circuit rejected the Teachers’ Unions’ challenges to the Commonwealth Plan and affirmed the confirmation order; on May 10, 2022, the Teachers’ Unions petitioned for rehearing en banc. On May 13, 2022, the First Circuit denied the Teachers’ Unions’ petition for rehearing en banc. On July 18, 2022, the First Circuit rejected the Oversight Board’s challenges to, and affirmed, the confirmation order. On August 9, 2022, the Teachers’ Unions filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision affirming the confirmation order. The Oversight Board filed an opposition to the Teachers’ Unions’ petition on October 14, 2022. The Oversight Board also filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision in its appeal of the confirmation order on October 17, 2022. On October 27, 2022, the First Circuit entered an order dismissing the individual creditors’ confirmation appeal. All other appeals remain pending.
In re Financial Oversight and Management Board for Puerto Rico (United States District Court, District of Puerto Rico, No. 1:17-bk-03283), Objection of Ambac Assurance Corporation, Pursuant to Bankruptcy Code Section 502 and Bankruptcy Rule 3007, to Claim Asserted by the Official Committee of Retired Employees of the Commonwealth of Puerto Rico Appointed in the Commonwealth’s Title III Case (Dkt. No. 16884, filed June 3, 2021) (“Pension Claim Objection”). On June 3, 2021, AAC filed a claim objection in the Commonwealth’s Title III case challenging the amount of the claim filed by the Retiree Committee against the Commonwealth, which asserted pension liabilities of at least $58.5 billion. AAC contended that this asserted pension liability was overstated by at least $9 billion, and sought disallowance of the Retiree Committee’s proof of claim to the extent of the overstatement. On August 3, 2021, the District Court ordered that this case be stayed on the joint motion of the
parties as a result of the PRIFA Settlement, the PRHTA/PRCCDA Settlement, and the GO/PBA Settlement. On January 18, 2022, the Court entered an order confirming the Commonwealth Plan. The Commonwealth Plan resolves this matter. Several parties appealed the District Court’s confirmation order to the First Circuit, including the Teachers’ Unions, the Credit Unions, Suiza, the Oversight Board, and certain individual creditors. On April 26, 2022, the First Circuit rejected the Teachers’ Unions’ challenges to the Commonwealth Plan and affirmed the confirmation order; on May 10, 2022, the Teachers’ Unions petitioned for rehearing en banc. On May 13, 2022, the First Circuit denied the Teachers’ Unions’ petition for rehearing en banc. On July 18, 2022, the First Circuit rejected the Oversight Board’s challenges to, and affirmed, the confirmation order. On August 9, 2022, the Teachers’ Unions filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision affirming the confirmation order. The Oversight Board filed an opposition to the Teachers’ Unions’ petition on October 14, 2022. The Oversight Board also filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision in its appeal of the confirmation order on October 17, 2022. On October 27, 2022, the First Circuit entered an order dismissing the individual creditors’ confirmation appeal. All other appeals remain pending.21, 2023.
In re Financial Oversight and Management Board for Puerto Rico (United States District Court, District of Puerto Rico, No. 1:17- bk-03283), Monolines’ Reply to Underwriter Defendants’ Objection to Plan and Proposed Confirmation Order (Dkt. No. 18871), filed October 27, 2021). On July 30, 2021,bk-03567) (appeal of the Oversight Board filed the Seventh Amended Plan. On October 8, 2021, the Oversight Board filed the Proposed Confirmation Order. On October 19, 2021, certain banks, underwriters, and professionals involved in the underwriting of bonds issued or guaranteed by the Commonwealth and its instrumentalities (the “Underwriter Defendants”) filed their objection to the Seventh Amended Plan and Proposed Confirmation Order (Dkt. No. 18587)PRHTA POA). On October 27, 2021, AAC and FGIC filed their reply in response to12, 2022, the Underwriter Defendants’ objection. Following the filing of several revised versions of the Commonwealth Plan, the Court held a confirmation hearing in November 2021. On January 18, 2022, theDistrict Court entered an order confirming the Commonwealth Plan, as amended,PRHTA POA and entered its findings of fact and conclusions of law related thereto. Several parties appealed the District Court’s confirmation order to the First Circuit, including the Teachers’ Unions, the Credit Unions, Suiza, the Oversight Board, and certain individual creditors. On April 26, 2022, the First Circuit rejected the Teachers’ Unions’ challenges to the Commonwealth Plan and affirmed the confirmation order; on May 10, 2022, the Teachers’ Unions petitioned for rehearing en banc. On May 13, 2022, the First Circuit denied the Teachers’ Unions’ petition for rehearing en banc. On July 18, 2022, the First Circuit rejected the Oversight Board’s challenges to, and affirmed, the confirmation order. On August 9, 2022, the Teachers’ Unions filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision affirming the confirmation order. The Oversight Board filed an opposition to the Teachers’ Unions’ petition on October 14, 2022. The Oversight Board also filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision in
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its appeal of the confirmation order on October 17, 2022. On October 27, 2022, the First Circuit entered an order dismissing the individual creditors’ confirmation appeal. All other appeals remain pending.
In re Financial Oversight and Management Board for Puerto Rico (United States District Court, District of Puerto Rico, No. 1:17- bk-03567). On May 21, 2017, the Oversight Board filed a petition to adjust PRHTA’s debts under Title III of PROMESA, resulting in an automatic stay of litigation against PRHTA. On May 2, 2022, the Oversight Board filed the PRHTA DS and PRHTA POA. A hearing on approval of the PRHTA DS took place on June 17, 2022. The Oversight Board filed a revised PRHTA POA the same day. On June 22, 2022, the Court entered an order approving the PRHTA DS. The confirmation hearing took place on August 17-18, 2022. The Oversight Board filed a further revised PRHTA POA on September 6, 2022. The Court entered an order confirming the PRHTA POA on October 12, 2022. On October 24, 2022, a group of present and former employees of PRHTA (“the Vazquez-Velazquez Group”) filed a notice of appeal with respect to, and a motion to stay, the PRHTA POA confirmation order. On October 28, 2022, a number of parties—including AAC—The Vazquez-Velazquez Group filed an opposition to the stay motion, requesting,its opening brief in the alternative, thatFirst Circuit on February 15, 2023. The Oversight Board filed its response brief on March 29, 2023. On April 14, 2023, the appealing parties seeking a stay be requiredFirst Circuit entered an order extending the Vazquez-Velazquez Group’s deadline to post supersedeas bonds pending appeal.file its reply brief to May 4, 2023. Oral argument is scheduled for June 8, 2023.
Student Loans Exposure
CFPB v. Nat’l Collegiate Master Student Loan Trust (United States District Court, District of Delaware, Case No. 1:17-cv-01323, filed September 18, 2017). On March 3, 2022, the CFPB filed its opposition to the petition filed on February 21, 2022 by the Trusts and several intervenors, including AAC, for permission to appeal to theThe Third Circuit is scheduled to hear oral argument in the District Court’s order denying their motion to dismiss the amended complaint. On April 29, 2022, the Third Circuit granted the Trusts' and intervenors' petition. On September 23, 2022, the Trusts and other intervenors, including AAC, filed their opening brief to the Third Circuit, seeking reversal of the District Court’s order denying their motion to dismiss the amended complaint. The Consumer Financial Protection Bureau's responsive brief is duematter on November 7, 2022.May 17, 2023.
RMBS Litigation
In connection with AAC’s efforts to seek redress for breaches of representations and warranties and fraud related to the information provided by both the underwriters and the sponsors of various transactions and for failure to comply with the obligation by the sponsors to repurchase ineligible loans, AAC has filed various lawsuits:
•    Ambac Assurance Corporation and The Segregated Account of Ambac Assurance Corporation v. First Franklin Financial Corporation, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Inc., Merrill Lynch Mortgage Lending, Inc., and Merrill Lynch Mortgage Investors, Inc. (Supreme Court of the State of New York, County of New York, Case No. 651217/2012, filed April 16, 2012). Pursuant to a settlement with Bank of America and related entities, this case was voluntarily dismissed with prejudice pursuant to a stipulation signed by the parties on October 7, 2022. The case was
marked disposed by the Court on October 13, 2022, and the action is concluded.
•    Ambac Assurance Corporation and The Segregated Account of Ambac Assurance Corporation v. Countrywide Securities Corp., Countrywide Financial Corp. (a.k.a. Bank of America Home Loans) and Bank of America Corp. (Supreme Court of the State of New York, County of New York, Case No. 651612/2010, filed on September 28, 2010). Trial began on September 7, 2022. Pursuant to a settlement with Bank of America and related entities, this case was voluntarily dismissed with prejudice pursuant to a stipulation signed by the parties on October 7, 2022 and so-ordered by the court on October 11, 2022. The case was marked disposed by the Court on October 13, 2022, and the action is concluded.
•    Ambac Assurance Corporation and The Segregated Account of Ambac Assurance Corporation v. Nomura Credit & Capital, Inc. and Nomura Holding America Inc. (Supreme Court of the State of New York, County of New York, Case No. 651359/2013, filed on April 15, 2013). On June 30, 2022, each party filed a reply in further support of the motion for summary judgment that each party filed on December 21, 2021. Earlier, on March 21, 2022, each party filed an opposition to the motion for summary judgment filed by the other on December 21, 2021. On August 11, 2022, the parties completed briefing on their motions for summary judgment. The briefing consisted of opening briefs filed on December 21, 2021, opposition briefs filed on March 21, 2022, reply briefs filed on June 30, 2022, and sur-reply briefs filed on August 11, 2022. The Court held oral argument of the summary judgment motions on September 21, 2022.
Ambac Assurance Corporation and the Segregated Account of Ambac Assurance Corporation v. Countrywide Home Loans, Inc. (Supreme Court of the State of New York, County of New York, Case No. 652321/2015, filed on June 30, 2015). This action now has been dismissed with prejudice and is concluded.
Ambac Assurance Corporation and the Segregated Account of Ambac Assurance Corporation v. Countrywide Home Loans, Inc., Countrywide Securities Corp., Countrywide Financial Corp., and Bank of America Corp. (Supreme Court of the State of New York, County of New York, Case No. 653979/2014, filed on December 30, 2014). On April 4, 2022, AAC filed its opposition to the motion for summary judgment that Countrywide filed on February 18, 2022, which was fully submitted as of May 4, 2022. The court denied Countrywide’s motion by order dated August 29, 2022. Pursuant to a settlement with Bank of America and related entities, this case was voluntarily dismissed with prejudice pursuant to a stipulation signed by the parties on October 7, 2022. The case was marked disposed by the Court on October 12, 2022, and the action is concluded.
•    In the matter of HarborView Mortgage Loan Trust 2005-10 (Minnesota state court, Docket No. 27-TR-CV-17-32 (the “Minnesota Action”)). Pursuant to a settlement with Bank of America and related entities, AAC withdrew its objection to the Petition on October 7, 2022. On October 10, 2022, the Court issued Findings of Fact, Conclusions of Law and Order for Judgment granting U.S. Bank’s Third Amended Petition
| Ambac Financial Group, Inc. 4930 2022 Third2023 First Quarter FORM 10-Q |

Table of Contents
AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial StatementsStatements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
and authorizingobligation by the U.S. Banksponsors to enter into and implement the terms of the settlement agreement.repurchase ineligible loans, AAC has filed various lawsuits:
•    Ambac Assurance Corporation v. U.S. Bank National Association (United States District Court, Southern District of New York, Docket No. 17-cv-02614, filed April 11, 2017). On September 30, 2022, the Court granted in full AAC’s motion for partial summary judgment, and the Court denied in part and granted in part U.S. Bank’s motion for partial summary judgment. On October 18, 2022, the Court set a schedule for additional summary judgment briefing, to bewhich was concluded byon February 10, 2023, and to be followed by briefing on AAC’s proposed use of statistical sampling before proceeding with Phase 2 discovery.
•     In re application of Deutsche Bank National Trust Company as Trustee of the HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-9 (Supreme Court of the State of New York, County of New York, No. 654208/2018), filed August 23, 2018. Pursuant to a settlement with Bank of America and related entities, AAC withdrew its opposition to DBNT’s petition and withdrew its objection Oral argument relating to the proposed settlement with respect of claims relatingadditional summary judgment briefing is scheduled to HarborView 2006-9be held on October 7, 2022.

June 5, 2023.
Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations
The objectives of our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are to provide users of our consolidated financial statements with the following:
A narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results;
Context to the unaudited consolidated financial statements; and
Information that allows assessment of the likelihood that past performance is indicative of future performance.
The following discussion should be read in conjunction with our consolidated financial statements in Part I, Item 1 and the matters described under Part II, Item 1A Risk Factors in this Quarterly Report and under Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021.2022. Refer to Item 1. Business and Note 1. Background and Business Description for a description of our business and our key strategies to achieve our primary goal to maximize shareholder value.

Organization of Information
MD&A includes the following sections:
Page
Executive Summary
Critical Accounting Estimates
Financial Guarantees in Force
Results of Operations
Liquidity and Capital Resources
Balance Sheet
Variable Interest Entities
Accounting Standards
U.S. Insurance Statutory Basis Financial Results
Ambac UK Financial Results under UK Accounting Principles
Non-GAAP Financial Measures
EXECUTIVE SUMMARY ($ in millions)
AFG Net Assets
AFG has the following net assets to support its goals and strategies, including the development and growth of its existing subsidiaries, futureSpecialty Property and Casualty Insurance and Insurance Distribution businesses, acquisitions and capital management activities.management. AFG does not have any capital commitmentscommitment or other obligationsobligation to provide capital or liquidity to AAC, whose financial guarantee business has been in run-off since 2008. As of September 30, 2022,March 31, 2023, AFG's stand alone net assets, excluding its equity investments in subsidiaries, were $223.$224.
Cash and short-term investments$112179 
Other investments (1) (2)
9728 
Other net assets1517 
Total$223224 
(1)Includes surplus notes (fair value of $69) issued by AAC that are eliminated in consolidation.
(2)Includes strategic minority investments in insurance services businesses of $24, including investments of $5 made during 2022.$25.
From April 1, 2022, through September 30, 2022, AFG repurchased 1,605,316 shares for $14 at an average purchase price of $8.86 per share.
AFG's subsidiaries/businesses are divided into three segments, the key value metrics of which are summarized below along with other recent developments.
| Ambac Financial Group, Inc. 5031 2022 Third2023 First Quarter FORM 10-Q |


Specialty Property and Casualty Insurance SegmentSegments
The key value metrics for the Specialty Property and Casualty Insurance segment
AFG's subsidiaries/businesses are divided into three segments with results for the three and nine months ended September 30,March 31, 2023 and 2022 were as follows:
Three and nine months ended September 30,Three MonthsNine Months
($ in millions)($ in millions)Legacy Financial Guarantee InsuranceSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsolidated
Three Months Ended March 31, 2023Three Months Ended March 31, 2023
Premiums placedPremiums placed$77 77 
Gross premiums writtenGross premiums written$30 $95 Gross premiums written$$52 $61 
Net premiums writtenNet premiums written6 19 Net premiums written18 
Total revenuesTotal revenues32 15 $58 
Total expensesTotal expenses64 10 11 86 
Pretax income (loss)Pretax income (loss)(32)(1)— (29)
Ambac Stockholders’ Equity (1)
Ambac Stockholders’ Equity (1)
824 111 94 224 1,254 
Non-redeemable noncontrolling interestNon-redeemable noncontrolling interest51 53 
Total stockholders’ equityTotal stockholders’ equity$875 $113 $94 $224 $1,307 
Three Months Ended March 31, 2022Three Months Ended March 31, 2022
Premiums placedPremiums placed$45 45 
Gross premiums writtenGross premiums written$$24 $30 
Net premiums writtenNet premiums written12 
Total revenuesTotal revenues109 $— 119 
Total expensesTotal expenses102 116 
Pretax income (loss)Pretax income (loss)(2)(3)
Earnings before interest, taxes, depreciation and amortization(1)(5)
Pretax income (loss)$(1)$(5)
Stockholders Equity (1)
$110 
Ambac Stockholders’ Equity(1)
Ambac Stockholders’ Equity(1)
567 115 66 166 914 
Non-redeemable noncontrolling interestNon-redeemable noncontrolling interest60 60 
Total stockholders’ equityTotal stockholders’ equity$627 $115 $66 $166 $974 
(1)Represents Ambac's stockholders equity in the Specialty Property and Casualty Insurancefor each segment, including intercompany eliminations.
To support expansion of the admitted insurance component of its business, on January 3, 2022, Everspan (rated 'A-' (Excellent) by AM Best) completed the acquisition of the 21st Century Companies (three admitted carriers) from a national insurance group that has a Financial Strength Rating of “A” (Excellent) from AM Best. The 21st Century Companies collectively possess certificates of authority in thirty-nine states. All legacy liabilities remain with affiliates of the sellers through reinsurance and contractual indemnities. Such acquisitions enhanced Everspan's capabilities to launch new admitted programs, develop innovative products and provide enhanced flexibility to foster strategic relationships with prospective program partners.
For additional information on the Specialty Property and Casualty Insurance Segment see the Results of Operations section below in this Management Discussion and Analysis.
Insurance Distribution Segment
The key value metrics for the Insurance Distribution segment for the three and nine months ended September 30, 2022 were as follows:
Three and nine months ended September 30,Three MonthsNine Months
Premiums placed$28 $97 
Commission income$7 $22 
Sub-producer commission expense (1)
4 13 
Net commissions3 9 
Earnings before interest, taxes, depreciation and amortization1 4 
Pretax income (loss)$1 $3 
Stockholders Equity (2)
$64 
(1)Included in Operating Expense within the Consolidated Statements of Comprehensive Income.
(2)Represents Ambac's stockholders equity in the Insurance Distribution segment, including intercompany eliminations.
On November 7, 2022, Ambac acquired controlling interests in All Trans Risk Solutions, LLC and Capacity Marine Corporation, adding approximately $60 of annual premiums placed to the Insurance Distribution segment, for a collective purchase price of $26. Refer to Note 1. Background and Business Description to the Unaudited Consolidated Financial Statements, included in Part I, Item 1 in this Form 10-Q for further details on these acquisitions.
For additional information about the Insurance Distribution Segment see the Results of Operations section below in this Management Discussion and Analysis.
Legacy Financial Guarantee Insurance Segment
The key value metrics for the Legacy Financial Guarantee Insurance segment for the three and nine months ended September 30, 2022 were as follows:
Three and nine months ended September 30,Three MonthsNine Months
Net premiums earned$7 $31 
Net investment income9 (9)
Loss and loss expenses (benefit)(356)(347)
Operating expenses20 64 
Interest expense49 138 
Pretax income (loss)$349 $362 
Stockholders Equity (1)
$681 
Adversely Classified Credit Net Par Outstanding$4,979 
(1)Represents Ambac's stockholders equity in the Legacy Financial Guarantee Insurance segment, including intercompany eliminations.Guarantee:
A key strategy for Ambac is to increase the value of its investment in AAC by actively managing its assets and liabilities. Asset management primarily entails maximizing the risk-adjusted return on non-VIE invested assets and managing liquidity to help ensure resources are available to meet operational and strategic cash needs. These strategic cash needs include activities associated with Ambac's liability management and loss mitigation programs.
In October 2022, AAC entered into a Settlement Agreement and Release (the “Settlement Agreement”) with Bank of America Corporation and certain affiliates thereof (together, the “BOA Parties”) whereby the BOA Parties paid AAC the sum of $1,840 (the “Settlement Payment”) in October 2022. In connection with the Settlement Payment, as required under the terms of AAC's secured debt, AAC utilized $1,431 of the Settlement Payment to redeem a majority of the principal and accrued interest of its secured debt. Following these redemptions, current principal outstanding on AAC's long-term debt consisted of $143 of Tier 2 Notes and $788 current par of surplus notes (including $67 of surplus notes held by AFG). Refer to Note 1. Background and Business Description to the Unaudited Consolidated Financial Statements, included in Part I, Item 1 in this Form 10-Q for further details of the Settlement Agreement and related impacts on Ambac's Statement of Comprehensive Income.
| Ambac Financial Group, Inc. 512022 Third Quarter FORM 10-Q |


Asset Management
Investment portfolios are subject to internal investment guidelines, as well as limits on the types and quality of investments imposed by insurance laws and regulations. The investment portfolios of AAC and Ambac UK hold fixed maturity securities and various pooled investment funds. Refer to Note 4. Investments to the Unaudited Consolidated Financial Statements, included in Part I, Item 1 in this Form 10-Q for further details of fixed maturity investments by asset category and pooled investment funds by investment type.
At September 30, 2022,March 31, 2023, AAC owned $282$287 of distressed Ambac-insured bonds, including significant concentrations of insured RMBS bonds, and excluding Ambac's holdings of Sitka Senior Secured Notes. As a result of the Puerto Rico restructurings discussed under "Liability and Insured Exposure Management" below, the amount of Ambac-insured Puerto Rico bonds held in the investment portfolio was significantly reduced during the nine months ended September 30, 2022.
At September 30, 2022, AAC owned $87 of Sitka Senior Secured Notes within Fixed Maturity Securities in the Consolidated Balance Sheet. As further discussed in Note 1. Background and Business Description, the Sitka Senior Secured Notes were fully redeemed effective as of October 29, 2022, and Ambac will recognize an investment gain on these investments of $5 during the fourth quarter of 2022.
bonds. Subject to internal and regulatory guidelines, market conditions and other constraints, Ambac may continue to opportunistically purchase or sell Ambac-insured securities,
surplus notes and/or other Ambac issued securities, and may consider opportunities to exchange securities issued or insured by it from time to time for other securities issued by it.
Liability and Insured Exposure Management
Ambac's Risk Management Group focuses on the implementation and execution of risk reduction, defeasance and loss recovery strategies. Analysts evaluate the estimated timing and severity of projected policy claims as well as the potential impact of loss mitigation or remediation strategies in order to target and prioritize policies, or portions thereof, for commutation, reinsurance, refinancing, restructuring or other risk reduction strategies. For targeted policies, analysts will engage with issuers, bondholders and other economic stakeholders to negotiate, structure and execute such strategies. Ambac completed risk reduction transactions consisting of refinancings and commutations of $169 and $1,357$136 of net par exposure for the three and nine months ended September 30, 2022, of which $584 related to Puerto Rico for the ninethree months ended September 30, 2022. Refer below to the Financial Guarantees In Force section of the Management Discussion and Analysis for Results of Operations, Financial Guarantees in Force for additional details of the Puerto Rico restructuring. Ambac also recovered losses on insured RMBS pursuant to the Settlement Agreement with Bank of America Corporation and related entities, as discussed in Note 1. Background and Business Description to the Unaudited Consolidated Financial Statements included in this Form 10-Q.March 31, 2023
The following table provides a comparison of total, adversely classified ("ACC") and watch list credit net par outstanding in the insured portfolio at September 30, 2022March 31, 2023 and December 31, 2021.2022. Net par exposure within the U.S. public finance market includes capital appreciation bonds which are reported at the par amount at the time of issuance of the insurance policy as opposed to the current accreted value of the bonds.
September 30,
2022
December 31,
2021
Decrease
Total$24,063 $28,020 $(3,957)(14)%
ACC4,979 6,361 (1,382)(22)%
Watch list3,184 3,824 (640)(17)%
| Ambac Financial Group, Inc. 322023 First Quarter FORM 10-Q |


March 31,
2023
December 31,
2022
Decrease
Total$22,440$22,613$(173)(1)%
ACC4,5504,735(185)(4)%
Watch list3,0263,044(18)(1)%
The decrease in total and ACC credit net par outstanding resulted from active de-risking, scheduled maturities, amortizations, refundings and strengtheningcalls, partially offset by a weakening of the USD versus the GBP and EURO,EURO.
Banking Sector Crisis of 2023
The recent collapse of several banks precipitated a sudden loss of confidence in the banking system, prompting bank runs and the U.S. government to provide direct support to failed banks and, through an expansive emergency lending program, the system more broadly. In the U.S., this crisis was in part a consequence of rising interest rates, resulting in large declines in the market value of U.S. Treasury and government-backed debt held by banking institutions. The risk of additional bank failures due to asset-liability mismatches or other risks, such as welloutsized exposure to commercial real estate, remains. Despite recent actions by government agencies and regulators to mitigate the consequences of these bank failures by providing liquidity and guaranteeing uninsured deposits, there is no guarantee that they will provide similar support in the event of additional bank failures. In Europe, regulators stepped in to facilitate mergers of stressed banks into more stable institutions. The ability or willingness of healthy banks to merge with stressed banks in the future is also subject to significant uncertainty.
Ambac's cash balances held at banks was $43 as scheduled maturities, amortizations, refundingsof March 31, 2023 and calls.$44 as of December 31, 2022. Substantially all of these cash balances were uninsured as of March 31, 2023 and December 31, 2022 because they either (i) exceeded the $250,000 FDIC insurance limit or (ii) were held in foreign banks. These cash balances were held primarily with Ambac's main operating banks which are large money center and/or global banks. Ambac actively manages its cash balances to reduce bank risk and to enhance yield by transferring most of its funds to government and prime money market funds. Included in the cash balances above is $15 of cash of companies Ambac has acquired within its insurance distribution businesses that are held in regional banks. The management of these balances and the associated bank exposure is under consideration as part of Ambac's ongoing integration of these acquired businesses.
Ambac also has exposure to banks through its fixed maturity investment portfolio totaling $157 and $119 as of March 31, 2022, and December 31, 2023. All of these investments are managed by third-party asset management firms which follow single and sector risk limits established by Ambac. The average rating of our fixed income investment in banks was A- as of March 31, 2023.
Russia and Ukraine Conflict
The current conflict between Russia and Ukraine and the related sanctions and other penalties imposed by countries across the globe against Russia are creating substantial uncertainty in the global economy. We do not have operations in Russia or Ukraine
or any insured exposures in those countries. Ambac's investment portfolio exposure to Russian issuers is not meaningful. Given our insignificant exposure, we have not experienced, and do not expect this conflict to have, a material adverse impact on our results of operations, financial condition or cash flows. However, as the conflict continues and if it were to escalate, the global economy and capital markets may be adversely impacted in ways that we cannot predict and therefore we are unable to estimate the ultimate impact that this conflict may have on our future financial condition, results of operations, and cash flows.
Financial Statement Impact of Foreign Currency:
The impact of foreign currency as reported in Ambac's Unaudited Consolidated Statement of Total Comprehensive Income for the ninethree months ended September 30, 2022,March 31, 2023, included the following:
Net income (1)
$14(2)
Gain (loss) on foreign currency translation (net of tax), included in other comprehensive income(136)16
Foreign currency impact on unrealized gains (losses) on non-functional currency available-for-sale securities (net of tax), included in other comprehensive income17(4)
Impact on total comprehensive income (loss)$(105)10
(1)    A portion of Ambac UK's, and to a lesser extent AAC's, assets and liabilities are denominated in currencies other than its functional currency. Other than the foreign currency impact on unrealized gains (losses) on available-for-sale securities, which is included in Other comprehensive income, foreign currency transaction gains/(losses) as a result of changes to foreign currency rates are reported through Net income in the Unaudited Consolidated Statement of Total Comprehensive Income (Loss).
Future changes to currency rates may adversely affect our financial results. Refer to Part II, Item 7A in the Company’s Annual Report on Form 10-K for the year ended December 31,
| Ambac Financial Group, Inc. 522022, Third Quarter FORM 10-Q |


2021, for further information on the impact of future currency rate changes on Ambac's financial instruments.
LIBOR Sunset
Ambac continuously monitors regulatory and industry developments related to the transition from LIBOR to alternative reference rates. In 2021, New York State passed legislation addressing the cessation of U.S. Dollar ("USD") LIBOR and specified a recommended benchmark replacement based on the Secured Overnight Financing Rate ("SOFR") for certain legacy transactions. Similar Federal legislation gained approval in March of 2022. The Alternative Reference Rates Committee, the Federal Reserve Board and several industry associations and groups have expressed support for the new law. While Ambac believes the LIBOR law is a positive step, there remains some uncertainty about how it will be interpreted or challenged as well as about other aspects of the discontinuance of LIBOR. At the same time, regulatory and governmental authorities continue to promote the creation and functioning of post-LIBOR indices, SOFR in particular. See the Risk Factor entitled "Uncertainties regarding the expected discontinuance of the London Inter-Bank Offered Rate or any other interest rate benchmark could have adverse consequences" found in Part I, Item 1A of Ambac’s Annual Report on Form 10-K for the year ended December 31, 2021. Also, for further background and information about management's evaluation of Ambac's potential exposures to LIBOR transition, see "Executive Summary — LIBOR Sunset" in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Ambac’s Annual Report on Form 10-K for the year ended December 31, 2021.
SEC Proposed Rules on Climate Related Information
On March 21, 2022, the Securities and Exchange Commission (“SEC”) proposed rule amendments that would require public companies to include certain climate-related information in their periodic reports and registration statements, including oversight and governance, material impacts (operational and financial), risk identification and management, and Scope 1, 2 and 3 emissions (the “Proposed Rule”). For accelerated filers, such as Ambac, the Scope 1 and 2 emissions disclosures would require attestation from a third party. These new requirements, if adopted, would at the earliest take effect in fiscal year 2024 and begin to apply to SEC filings in 2025. Ambac is reviewing the Proposed Rule and assessing related compliance obligations and other effects on our operations.
CRITICAL ACCOUNTING ESTIMATESPuerto Rico
Ambac’sIn re Financial Oversight and Management Board for Puerto Rico (United States District Court, District of Puerto Rico, No. 1:17- bk-03283) (appeals of the Commonwealth Plan). On January 18, 2022, the District Court entered an order confirming the Commonwealth Plan and entered its findings of fact and conclusions of law related thereto. Several parties filed notices of appeal of the District Court’s confirmation order to the First Circuit Court of Appeals, including a number of teachers’ unions (“the Teachers’ Unions”), the Oversight Board, certain individual creditors, a number of credit unions (“the Credit Unions”), and Suiza Dairy Corporation (“Suiza”). Oversight Board: On July 18, 2022, the First Circuit rejected the Oversight Board’s challenges to, and affirmed, the confirmation order. The Oversight Board filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision in its appeal of the confirmation order on October 17, 2022; the Supreme Court denied the Oversight Board’s petition on February 21, 2023.
In re Financial Oversight and Management Board for Puerto Rico (United States District Court, District of Puerto Rico, No. 1:17- bk-03567) (appeal of the PRHTA POA). On October 12, 2022, the District Court entered an order confirming the PRHTA POA and entered its findings of fact and conclusions of law related thereto. On October 24, 2022, a group of present and former employees of PRHTA (“the Vazquez-Velazquez Group”) filed a notice of appeal with respect to, and a motion to stay, the PRHTA POA confirmation order. The Vazquez-Velazquez Group filed its opening brief in the First Circuit on February 15, 2023. The Oversight Board filed its response brief on March 29, 2023. On April 14, 2023, the First Circuit entered an order extending the Vazquez-Velazquez Group’s deadline to file its reply brief to May 4, 2023. Oral argument is scheduled for June 8, 2023.
Student Loans Exposure
CFPB v. Nat’l Collegiate Master Student Loan Trust (United States District Court, District of Delaware, Case No. 1:17-cv-01323, filed September 18, 2017). The Third Circuit is scheduled to hear oral argument in the matter on May 17, 2023.
RMBS Litigation
In connection with AAC’s efforts to seek redress for breaches of representations and warranties and fraud related to the information provided by both the underwriters and the sponsors of various transactions and for failure to comply with the
| Ambac Financial Group, Inc. 302023 First Quarter FORM 10-Q |

Table of Contents
Notes to Unaudited Consolidated Financial Statements have been preparedStatements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in accordance withMillions, Except Share Amounts)
obligation by the sponsors to repurchase ineligible loans, AAC has filed various lawsuits:
•    Ambac Assurance Corporation v. U.S. generally accepted accounting principles (“GAAP”),Bank National Association (United States District Court, Southern District of New York, Docket No. 17-cv-02614, filed April 11, 2017). On October 18, 2022, the Court set a schedule for additional summary judgment briefing, which require thewas concluded on February 10, 2023, and to be followed by briefing on AAC’s proposed use of material estimates and assumptions. For a discussion of Ambac’s critical accounting policies and estimates, see “Critical Accounting Policies and Estimates” in Part II, statistical sampling before proceeding with Phase 2 discovery. Oral argument relating to the additional summary judgment briefing is scheduled to be held on June 5, 2023.
Item 7 “Management’s2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations” includedOperations
The objectives of our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are to provide users of our consolidated financial statements with the following:
A narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results;
Context to the unaudited consolidated financial statements; and
Information that allows assessment of the likelihood that past performance is indicative of future performance.
The following discussion should be read in Ambac’sconjunction with our consolidated financial statements in Part I, Item 1 and the matters described under Part II, Item 1A Risk Factors in this Quarterly Report and under Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021.2022. Refer to Item 1. Business and Note 1. Background and Business Description for a description of our business and our key strategies to achieve our primary goal to maximize shareholder value.

FINANCIAL GUARANTEES IN FORCE
($
Organization of Information
MD&A includes the following sections:
Page
Executive Summary
Critical Accounting Estimates
Financial Guarantees in Force
Results of Operations
Liquidity and Capital Resources
Balance Sheet
Variable Interest Entities
Accounting Standards
U.S. Insurance Statutory Basis Financial Results
Ambac UK Financial Results under UK Accounting Principles
Non-GAAP Financial Measures
EXECUTIVE SUMMARY ($ in millions)
AFG Net Assets
AFG has the following net assets to support its goals and strategies, including the development and growth of its Specialty Property and Casualty Insurance and Insurance Distribution businesses, acquisitions and capital management. AFG does not have any commitment or other obligation to provide capital or liquidity to AAC, whose financial guarantee business has been in run-off since 2008. As of March 31, 2023, AFG's stand alone net assets, excluding its equity investments in subsidiaries, were $224.
Cash and short-term investments$179
Other investments (1)
28
Other net assets17
Total$224
(1)Includes strategic minority investments in insurance services businesses of $25.
| Ambac Financial guarantee products were soldGroup, Inc. 312023 First Quarter FORM 10-Q |


Segments
AFG's subsidiaries/businesses are divided into three segments with results for the three months ended March 31, 2023 and 2022 as follows:
($ in millions)Legacy Financial Guarantee InsuranceSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsolidated
Three Months Ended March 31, 2023
Premiums placed$77 77 
Gross premiums written$$52 $61 
Net premiums written18 
Total revenues32 15 $58 
Total expenses64 10 11 86 
Pretax income (loss)(32)(1)— (29)
Ambac Stockholders’ Equity (1)
824 111 94 224 1,254 
Non-redeemable noncontrolling interest51 53 
Total stockholders’ equity$875 $113 $94 $224 $1,307 
Three Months Ended March 31, 2022
Premiums placed$45 45 
Gross premiums written$$24 $30 
Net premiums written12 
Total revenues109 $— 119 
Total expenses102 116 
Pretax income (loss)(2)(3)
Ambac Stockholders’ Equity(1)
567 115 66 166 914 
Non-redeemable noncontrolling interest60 60 
Total stockholders’ equity$627 $115 $66 $166 $974 
(1)Represents Ambac's stockholders equity for each segment, including intercompany eliminations.
Legacy Financial Guarantee:
A key strategy for Ambac is to increase the value of its investment in AAC by actively managing its assets and liabilities. Asset management primarily entails maximizing the risk-adjusted return on non-VIE invested assets and managing liquidity to help ensure resources are available to meet operational and strategic cash needs. These strategic cash needs include activities associated with Ambac's liability management and loss mitigation programs.
Asset Management
Investment portfolios are subject to internal investment guidelines, as well as limits on the types and quality of investments imposed by insurance laws and regulations. The investment portfolios of AAC and Ambac UK hold fixed maturity securities and various pooled investment funds. Refer to Note 4. Investments to the Unaudited Consolidated Financial Statements, included in Part I, Item 1 in this Form 10-Q for further details of fixed maturity investments by asset category and pooled investment funds by investment type.
At March 31, 2023, AAC owned $287 of distressed Ambac-insured bonds, including significant concentrations of insured RMBS bonds. Subject to internal and regulatory guidelines, market conditions and other constraints, Ambac may continue to opportunistically purchase or sell Ambac-insured securities,
surplus notes and/or other Ambac issued securities, and may consider opportunities to exchange securities issued or insured by it from time to time for other securities issued by it.
Liability and Insured Exposure Management
Ambac's Risk Management Group focuses on the implementation and execution of risk reduction, defeasance and loss recovery strategies. Analysts evaluate the estimated timing and severity of projected policy claims as well as the potential impact of loss mitigation or remediation strategies in order to target and prioritize policies, or portions thereof, for commutation, reinsurance, refinancing, restructuring or other risk reduction strategies. For targeted policies, analysts will engage with issuers, bondholders and other economic stakeholders to negotiate, structure and execute such strategies. Ambac completed risk reduction transactions of $136 of net par exposure related to Puerto Rico for the three principal markets: U.S. public, U.S. structured and international finance. months ended March 31, 2023
The following table provides a breakdowncomparison of guaranteedtotal, adversely classified ("ACC") and watch list credit net par outstanding by marketin the insured portfolio at September 30, 2022March 31, 2023 and December 31, 2021.2022. Net par exposuresexposure within the U.S. public finance market includeincludes capital appreciation bonds which are reported at the par amount at the time of issuance of the insurance policy as opposed to the current accreted value of the bonds. Guaranteed
| Ambac Financial Group, Inc. 322023 First Quarter FORM 10-Q |


March 31,
2023
December 31,
2022
Decrease
Total$22,440$22,613$(173)(1)%
ACC4,5504,735(185)(4)%
Watch list3,0263,044(18)(1)%
The decrease in total and ACC credit net par outstanding includes the exposures of policies insuring variable interest entities (“VIEs”) consolidated in accordance with the Consolidation Topicresulted from active de-risking, scheduled maturities, amortizations, refundings and calls, partially offset by a weakening of the ASC. Guaranteed net par outstanding excludesUSD versus the exposuresGBP and EURO.
Banking Sector Crisis of policies that insure bonds which have been refunded or pre-refunded and exposure2023
The recent collapse of the policies insuring the Sitka Senior Secured Notes as defined in Note 1. Background and Business Descriptionseveral banks precipitated a sudden loss of confidence in the Notesbanking system, prompting bank runs and the U.S. government to provide direct support to failed banks and, through an expansive emergency lending program, the system more broadly. In the U.S., this crisis was in part a consequence of rising interest rates, resulting in large declines in the market value of U.S. Treasury and government-backed debt held by banking institutions. The risk of additional bank failures due to asset-liability mismatches or other risks, such as outsized exposure to commercial real estate, remains. Despite recent actions by government agencies and regulators to mitigate the consequences of these bank failures by providing liquidity and guaranteeing uninsured deposits, there is no guarantee that they will provide similar support in the event of additional bank failures. In Europe, regulators stepped in to facilitate mergers of stressed banks into more stable institutions. The ability or willingness of healthy banks to merge with stressed banks in the future is also subject to significant uncertainty.
Ambac's cash balances held at banks was $43 as of March 31, 2023 and $44 as of December 31, 2022. Substantially all of these cash balances were uninsured as of March 31, 2023 and December 31, 2022 because they either (i) exceeded the $250,000 FDIC insurance limit or (ii) were held in foreign banks. These cash balances were held primarily with Ambac's main operating banks which are large money center and/or global banks. Ambac actively manages its cash balances to reduce bank risk and to enhance yield by transferring most of its funds to government and prime money market funds. Included in the cash balances above is $15 of cash of companies Ambac has acquired within its insurance distribution businesses that are held in regional banks. The management of these balances and the associated bank exposure is under consideration as part of Ambac's ongoing integration of these acquired businesses.
Ambac also has exposure to banks through its fixed maturity investment portfolio totaling $157 and $119 as of March 31, 2022, and December 31, 2023. All of these investments are managed by third-party asset management firms which follow single and sector risk limits established by Ambac. The average rating of our fixed income investment in banks was A- as of March 31, 2023.
Russia and Ukraine Conflict
The current conflict between Russia and Ukraine and the related sanctions and other penalties imposed by countries across the globe against Russia are creating substantial uncertainty in the global economy. We do not have operations in Russia or Ukraine
or any insured exposures in those countries. Ambac's investment portfolio exposure to Russian issuers is not meaningful. Given our insignificant exposure, we have not experienced, and do not expect this conflict to have, a material adverse impact on our results of operations, financial condition or cash flows. However, as the conflict continues and if it were to escalate, the global economy and capital markets may be adversely impacted in ways that we cannot predict and therefore we are unable to estimate the ultimate impact that this conflict may have on our future financial condition, results of operations, and cash flows.
Financial Statement Impact of Foreign Currency:
The impact of foreign currency as reported in Ambac's Unaudited Consolidated Financial StatementsStatement of Total Comprehensive Income for the three months ended March 31, 2023, included the following:
Net income (1)
$(2)
Gain (loss) on foreign currency translation (net of tax), included in other comprehensive income16
Foreign currency impact on unrealized gains (losses) on non-functional currency available-for-sale securities (net of tax), included in other comprehensive income(4)
Impact on total comprehensive income (loss)$10
(1)    A portion of Ambac UK's, and to a lesser extent AAC's, assets and liabilities are denominated in currencies other than its functional currency. Other than the foreign currency impact on unrealized gains (losses) on available-for-sale securities, which is included in Other comprehensive income, foreign currency transaction gains/(losses) as a result of changes to foreign currency rates are reported through Net income in the Unaudited Consolidated Statement of Total Comprehensive Income (Loss).
Future changes to currency rates may adversely affect our financial results. Refer to Part II, Item 87A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021:
September 30,
2022
December 31,
2021
Public Finance (1) (2)
$11,100 $12,360 
Structured Finance3,983 4,904 
International Finance8,980 10,756 
Total net par outstanding$24,063 $28,020 
(1)Includes $5,424 and $5,490 of Military Housing net par outstanding at September 30, 2022, and December 31, 2021, respectively.
(2)Includes $467 and $1,054 of Puerto Rico net par outstanding at September 30, 2022 and December 31, 2021, respectively.
| Ambac Financial Group, Inc. 532022 Third Quarter FORM 10-Q |


The table below shows Ambac’s ten largest insured exposures, by repayment source, as a percentage of total financial guarantee net par outstanding at September 30, 2022:
Risk NameCountry-Bond Type
Ambac
Ratings (1)
Ultimate
Maturity
Year
Net Par
Outstanding
% of Total
Net Par
Outstanding
IFAUKAnglian WaterUK-UtilityA-2035$820 3.4 %
IFAUK
Capital Hospitals plc (2)
UK-InfrastructureA-2046810 3.4 %
IFAUKMitchells & Butlers Finance plc-UK Pub SecuritisationUK-Asset SecuritizationsBBB2033719 3.0 %
IFAUKNational Grid GasUK-UtilityBBB+2037718 3.0 %
IFAUKAspire Defence Finance plcUK-InfrastructureA-2040670 2.8 %
PFAACNew Jersey Transportation Trust Fund AuthorityUS-Lease and Tax-backed RevenueBBB-2036623 2.6 %
IFAUKPosillipo Finance II S.r.lItaly-Sub-SovereignBIG2035556 2.3 %
IFAUKNational Grid Electricity TransmissionUK-UtilityBBB+2036500 2.1 %
IFAUK
Catalyst Healthcare (Manchester) Financing plc (2)
UK-InfrastructureBBB-2040470 2.0 %
PFAACHickam Community Housing LLCUS-Housing RevenueBBB-2052452 1.9 %
Total$6,338 26.5 %
PF = Public Finance, SF = Structured Finance, IF = International Finance
AAC = Ambac Assurance, AUK = Ambac UK
(1)    Internal credit ratings are provided solely to indicate the underlying credit quality of guaranteed obligations basedfor further information on the viewimpact of Ambac. In cases where Ambac has insured multiple tranches of an issue with varying internal ratings, or more than one obligation of an issuer with varying internal ratings, a weighted average rating is used. Ambac credit ratings are subject to revision at any time and do not constitute investment advice. BIG denotes credits deemed below investment grade.future currency rate changes on Ambac's financial instruments.
(2)    A portion of this transaction is insured by an insurance policy issued by AAC. AAC has issued policies for these transactions that will only pay in the event that Ambac UK does not pay under its insurance policies ("second to pay policies").

Net par related to the top ten exposures reduced $987 from December 31, 2021. Exposures are impacted by changes in foreign exchange rates ($1,045 reduction during the nine months ended September 30, 2022), certain indexation rates, reinsurance transactions and scheduled and unscheduled paydowns. As a result of recent increases in inflation, such indexation exposures have increased at a faster pace than they have historically.
The concentration of net par amongst the top ten (as a percentage of net par outstanding) was 27% at September 30, 2022, and 26% at December 31, 2021. Excluding the top ten exposures, the remaining insured portfolio of financial guarantees has an average net par outstanding of $31 per single risk, with insured exposures ranging up to $450 and a median net par outstanding of $5.
Given that Ambac has not written any new financial guaranty insurance policies since 2008, the legacy financial guarantee insured portfolio is expected to become increasingly concentrated to large and/or below investment grade exposures.
Puerto Rico
The following table outlines Ambac's insured net par outstanding to each CommonwealthIn re Financial Oversight and Management Board for Puerto Rico (United States District Court, District of Puerto Rico, issuer. Each issuing entity has its own credit risk profile attributable to, as applicable, discreet revenue sources, direct general obligation pledges and general obligation guarantees.
Net Par Outstanding
($ in millions)
September 30, 2022December 31, 2021
PR Highways and Transportation Authority (1998 Resolution - Senior Lien Transportation Revenue)$394 $394 
PR Sales Tax Financing Corporation - Senior Sales Tax Revenue (COFINA)69 73 
PR Highways and Transportation Authority (1968 Resolution - Highway Revenue)4 
PR Infrastructure Financing Authority (Special Tax Revenue) 403 
PR Convention Center District Authority (Hotel Occupancy Tax 86 
Commonwealth of Puerto Rico - General Obligation Bonds 11 
PR Public Buildings Authority - Guaranteed by the Commonwealth of Puerto Rico 83 
Total Net Exposure to The Commonwealth of Puerto Rico and Related Entities$467 $1,054 
Commonwealth Plan of Adjustment (Title III Case)
On March 15, 2022, the Eighth Amended Title III Joint Plan of AdjustmentNo. 1:17- bk-03283) (appeals of the Commonwealth Plan). On January 18, 2022, the District Court entered an order confirming the Commonwealth Plan and entered its findings of fact and conclusions of law related thereto. Several parties filed notices of appeal of the District Court’s confirmation order to the First Circuit Court of Appeals, including a number of teachers’ unions (“the Teachers’ Unions”), the Oversight Board, certain individual creditors, a number of credit unions (“the Credit Unions”), and Suiza Dairy Corporation (“Suiza”). Oversight Board: On July 18, 2022, the First Circuit rejected the Oversight Board’s challenges to, and affirmed, the confirmation order. The Oversight Board filed a petition for a writ of certiorari seeking Supreme Court review of the First Circuit’s decision in its appeal of the confirmation order on October 17, 2022; the Supreme Court denied the Oversight Board’s petition on February 21, 2023.
In re Financial Oversight and Management Board for Puerto Rico (United States District Court, District of Puerto Rico, et al. ("Eighth Amended POA"No. 1:17- bk-03567) (appeal of the PRHTA POA). On October 12, 2022, the District Court entered an order confirming the PRHTA POA and entered its findings of fact and conclusions of law related thereto. On October 24, 2022, a group of present and former employees of PRHTA (“the Vazquez-Velazquez Group”) togetherfiled a notice of appeal with respect to, and a motion to stay, the PRHTA POA confirmation order. The Vazquez-Velazquez Group filed its opening brief in the First Circuit on February 15, 2023. The Oversight Board filed its response brief on March 29, 2023. On April 14, 2023, the First Circuit entered an order extending the Vazquez-Velazquez Group’s deadline to file its reply brief to May 4, 2023. Oral argument is scheduled for June 8, 2023.
Student Loans Exposure
CFPB v. Nat’l Collegiate Master Student Loan Trust (United States District Court, District of Delaware, Case No. 1:17-cv-01323, filed September 18, 2017). The Third Circuit is scheduled to hear oral argument in the matter on May 17, 2023.
RMBS Litigation
In connection with AAC’s efforts to seek redress for breaches of representations and warranties and fraud related to the information provided by both the underwriters and the sponsors of various transactions and for failure to comply with the Qualifying Modifications for PRIFA and CCDA ("PRIFA QM" and "CCDA QM", respectively) became effective, restructuring approximately $33,000 of debt across various Commonwealth instrumentalities, including obligations insured by AAC, and approximately $50,000 in pension obligations.
| Ambac Financial Group, Inc. 5430 2023 First Quarter FORM 10-Q |

Table of Contents
Notes to Unaudited Consolidated Financial Statements
Ambac Financial Group, Inc. and Subsidiaries
(Dollar Amounts in Millions, Except Share Amounts)
obligation by the sponsors to repurchase ineligible loans, AAC has filed various lawsuits:
•    Ambac Assurance Corporation v. U.S. Bank National Association (United States District Court, Southern District of New York, Docket No. 17-cv-02614, filed April 11, 2017). On October 18, 2022, Thirdthe Court set a schedule for additional summary judgment briefing, which was concluded on February 10, 2023, and to be followed by briefing on AAC’s proposed use of statistical sampling before proceeding with Phase 2 discovery. Oral argument relating to the additional summary judgment briefing is scheduled to be held on June 5, 2023.
Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations
The objectives of our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are to provide users of our consolidated financial statements with the following:
A narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results;
Context to the unaudited consolidated financial statements; and
Information that allows assessment of the likelihood that past performance is indicative of future performance.
The following discussion should be read in conjunction with our consolidated financial statements in Part I, Item 1 and the matters described under Part II, Item 1A Risk Factors in this Quarterly Report and under Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022. Refer to Item 1. Business and Note 1. Background and Business Description for a description of our business and our key strategies to achieve our primary goal to maximize shareholder value.

Organization of Information
MD&A includes the following sections:
Page
Executive Summary
Critical Accounting Estimates
Financial Guarantees in Force
Results of Operations
Liquidity and Capital Resources
Balance Sheet
Variable Interest Entities
Accounting Standards
U.S. Insurance Statutory Basis Financial Results
Ambac UK Financial Results under UK Accounting Principles
Non-GAAP Financial Measures
EXECUTIVE SUMMARY ($ in millions)
AFG Net Assets
AFG has the following net assets to support its goals and strategies, including the development and growth of its Specialty Property and Casualty Insurance and Insurance Distribution businesses, acquisitions and capital management. AFG does not have any commitment or other obligation to provide capital or liquidity to AAC, whose financial guarantee business has been in run-off since 2008. As of March 31, 2023, AFG's stand alone net assets, excluding its equity investments in subsidiaries, were $224.
Cash and short-term investments$179
Other investments (1)
28
Other net assets17
Total$224
(1)Includes strategic minority investments in insurance services businesses of $25.
| Ambac Financial Group, Inc. 312023 First Quarter FORM 10-Q |


Segments
AFG's subsidiaries/businesses are divided into three segments with results for the three months ended March 31, 2023 and 2022 as follows:
($ in millions)Legacy Financial Guarantee InsuranceSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsolidated
Three Months Ended March 31, 2023
Premiums placed$77 77 
Gross premiums written$$52 $61 
Net premiums written18 
Total revenues32 15 $58 
Total expenses64 10 11 86 
Pretax income (loss)(32)(1)— (29)
Ambac Stockholders’ Equity (1)
824 111 94 224 1,254 
Non-redeemable noncontrolling interest51 53 
Total stockholders’ equity$875 $113 $94 $224 $1,307 
Three Months Ended March 31, 2022
Premiums placed$45 45 
Gross premiums written$$24 $30 
Net premiums written12 
Total revenues109 $— 119 
Total expenses102 116 
Pretax income (loss)(2)(3)
Ambac Stockholders’ Equity(1)
567 115 66 166 914 
Non-redeemable noncontrolling interest60 60 
Total stockholders’ equity$627 $115 $66 $166 $974 
(1)Represents Ambac's stockholders equity for each segment, including intercompany eliminations.
Legacy Financial Guarantee:
A key strategy for Ambac is to increase the value of its investment in AAC by actively managing its assets and liabilities. Asset management primarily entails maximizing the risk-adjusted return on non-VIE invested assets and managing liquidity to help ensure resources are available to meet operational and strategic cash needs. These strategic cash needs include activities associated with Ambac's liability management and loss mitigation programs.
Asset Management
Investment portfolios are subject to internal investment guidelines, as well as limits on the types and quality of investments imposed by insurance laws and regulations. The Eighth Amended POA, among other things, incorporatedinvestment portfolios of AAC and Ambac UK hold fixed maturity securities and various pooled investment funds. Refer to Note 4. Investments to the settlement reflectedUnaudited Consolidated Financial Statements, included in the PRIFA Related Plan Support Agreement (“PRIFA PSA”) that was signed on July 27, 2021,Part I, Item 1 in this Form 10-Q for further details of fixed maturity investments by the Oversight Board, as representativeasset category and pooled investment funds by investment type.
At March 31, 2023, AAC owned $287 of the Commonwealthdistressed Ambac-insured bonds, including significant concentrations of Puerto Rico, AAC, FGIC,insured RMBS bonds. Subject to internal and regulatory guidelines, market conditions and other holders of bonds issued by PRIFA. The Eighth Amended POA also incorporated the settlements reflected in the PRHTA/CCDA Related Plan Support Agreement (“PRHTA/CCDA PSA”) dated May 5, 2021, and the Amended and Restated Plan Support Agreement with the Oversight Board, as representative of the Commonwealth of Puerto Rico, PBA, and the Employee Retirement System of the Government of the Commonwealth of Puerto Rico ("Amended and Restated GO / PBA PSA") dated as of July 12, 2021.
AAC-Insured Bond Effective Date Transactions
GO / PBA
On the Eight Amended POA effective date, AAC-insured GO and PBA bondholders who elected commutation of their insurance received: 1) their respective shares of GO/PBA plan consideration available under the Eighth Amended POA, and 2) cash from Ambac. Ambac’s obligationsconstraints, Ambac may continue to the bondholders under the Ambac insurance policies who elected this option were deemed to be fully satisfied. On the plan effective date, about 50% and 27% of the outstanding par of theopportunistically purchase or sell Ambac-insured GO and PBA bonds, respectively, totaling about $28 of insured par was commuted. The AAC-insured GO and PBA bondholders who failed to elect commutation received payment, in cash, of the outstanding principal amount of the bondholders’ insured bonds plus the accrued and unpaid interest thereon as of the effective date (the “Ambac Acceleration Price.”). Pursuant to this option, bondholders received the Ambac Acceleration Price in full and final discharge of Ambac’s obligations under the Ambac insurance policies. As of the effective date, all the remaining outstanding AAC-insured GO and PBA bonds totaling about $94 of insured par were satisfied and eliminated via commutation or acceleration.
PRIFA / CCDA
On the Eight Amended POA effective date, AAC-insured PRIFA and CCDA bondholders who elected commutation of their insurance received: 1) their respective shares of PRIFA or CCDA plan consideration available under the Eighth Amended POA and the PRIFA QM, or CCDA QM, as applicable, and 2) cash from Ambac. Ambac’s obligations to the bondholders under the Ambac insurance policies who elected this option were deemed to be fully satisfied. The AAC-insured PRIFA and CCDA bondholders who failed to elect commutation had their bondholders’ respective shares of consideration available under the Commonwealth Plan and the PRIFA QM, or CCDA QM, as applicable, deposited into a trust. On the plan effective date, about 39% and 19% of the outstanding par of the Ambac-insured PRIFA and CCDA bonds, respectively, totaling about $172 of insured par was commuted with the remainder totaling about $317 of insured par deposited into the trusts. During the second quarter of 2022, the remainder of those PRIFA and CCDA bonds belonging to bondholders who elected not to commute their AAC Insurance Policies and were deposited into trusts together with such policies were all accelerated, satisfying and eliminating all of the Ambac-insured PRIFA and CCDA bonds.securities,
surplus notes and/or other Ambac issued securities, and may consider opportunities to exchange securities issued or insured by it from time to time for other securities issued by it.
Liability and Insured Exposure Management
Ambac's Risk Management Group focuses on the implementation and execution of risk reduction, defeasance and loss recovery strategies. Analysts evaluate the estimated timing and severity of projected policy claims as well as the potential impact of loss mitigation or remediation strategies in order to target and prioritize policies, or portions thereof, for commutation, reinsurance, refinancing, restructuring or other risk reduction strategies. For targeted policies, analysts will engage with issuers, bondholders and other economic stakeholders to negotiate, structure and execute such strategies. Ambac completed risk reduction transactions of $136 of net par exposure related to Puerto Rico Highwayfor the three months ended March 31, 2023
The following table provides a comparison of total, adversely classified ("ACC") and Transportation Authority (“PRHTA”)
AAC's remaining unrestructured PROMESA Puerto Ricowatch list credit net par outstanding in the insured portfolio at March 31, 2023 and December 31, 2022. Net par exposure PRHTA, is subjectwithin the U.S. public finance market includes capital appreciation bonds which are reported at the par amount at the time of issuance of the insurance policy as opposed to the PRHTA Plan of Adjustment ("PRHTA POA"), which is expected to become effective in the fourth quarter of 2022 following a confirmation order entered by Judge Laura Taylor Swain, U.S. District Judge for the District of Puerto Rico on October 12, 2022.
PRHTA/CCDA PSA
AAC signed a joinder to the PRHTA/CCDA PSA on July 15, 2021. The PRHTA/CCDA PSA, originally executed on May 5, 2021, provides for certain consideration for holders of bonds issued by certain Commonwealth instrumentalities, PRHTA and CCDA on account of their claims against the Commonwealth arising from such bonds ("Clawback" claims). Under the PRHTA/CCDA PSA, PRHTA creditors shared $389 of cash proceeds that was payable once the PRHTA distribution condition was met pursuant to the Eighth Amended POA (the “Interim Distribution”). In addition, PRHTA creditors received an approximately 69% share of the Clawback CVI, subject to a lifetime nominal cap of about $3,698, which was also paid as part of the Interim Distribution. The PRHTA Clawback CVI is subject to a PRHTA-specific waterfall: holders of PRHTA ’68 bonds will receive the first dollars of Clawback CVI, followed by holders of PRHTA ’98 bonds. Thecurrent accreted value of the Clawback CVI is highly uncertain, given the contingent, outperformance-driven structure. Changes in our assumed values of the Clawback CVI or in the actual performance of the Clawback CVI could cause an adverse change in our reserves, which could be material. As a result, a significant decrease in our assumed values of the Clawback CVI could have a material adverse impact on our results of operations and financial condition. PRHTA bondholders will also receive new PRHTA bonds or cash with a face amount of $1,245. Of the $1,245 in new bonds or cash, approximately $646.4 will be allocated to holders of PRHTA '68 bonds and approximately $598.6 will be allocated to holders of PRHTA '98 bonds. The new PRHTA bonds or cash will be distributed to creditors upon consummation of the PRHTA POA, which, following the confirmation of the plan on October 12, 2022, is expected to occur prior to December 31, 2022. AAC and other PRHTA creditors will receive restriction fees and consummation costs payable at the effective date of the PRHTA POA.
Interim Distribution
On July 8, 2022, following satisfaction of the PRHTA distribution condition, AAC received its share of the Interim Distribution of cash and Clawback CVI related to the Ambac-insured PRHTA ’68 and ’98 bonds in satisfaction of the Clawback claims against the Commonwealth. The Interim Distribution to AAC totaled approximately $19 of cash and $295 maximum notional amount of Clawback CVI. On the PRHTA POA effective date, a portion of the cash and Clawback CVI, or the proceeds thereof, will either be: (i) distributed to PRHTA ’98 commuting bondholders together with the new PRHTA bonds (or cash plan consideration) in connection with the PRHTA POA and a commutation payment from AAC in full satisfaction of in full and final discharge of Ambac’s obligations under the Ambac insurance policies or (ii) deposited into a trust, as described
| Ambac Financial Group, Inc. 5532 2022 Third2023 First Quarter FORM 10-Q |


below, together
March 31,
2023
December 31,
2022
Decrease
Total$22,440$22,613$(173)(1)%
ACC4,5504,735(185)(4)%
Watch list3,0263,044(18)(1)%
The decrease in total and ACC credit net par outstanding resulted from active de-risking, scheduled maturities, amortizations, refundings and calls, partially offset by a weakening of the USD versus the GBP and EURO.
Banking Sector Crisis of 2023
The recent collapse of several banks precipitated a sudden loss of confidence in the banking system, prompting bank runs and the U.S. government to provide direct support to failed banks and, through an expansive emergency lending program, the system more broadly. In the U.S., this crisis was in part a consequence of rising interest rates, resulting in large declines in the market value of U.S. Treasury and government-backed debt held by banking institutions. The risk of additional bank failures due to asset-liability mismatches or other risks, such as outsized exposure to commercial real estate, remains. Despite recent actions by government agencies and regulators to mitigate the consequences of these bank failures by providing liquidity and guaranteeing uninsured deposits, there is no guarantee that they will provide similar support in the event of additional bank failures. In Europe, regulators stepped in to facilitate mergers of stressed banks into more stable institutions. The ability or willingness of healthy banks to merge with stressed banks in the new PRHTA bondsfuture is also subject to significant uncertainty.
Ambac's cash balances held at banks was $43 as of March 31, 2023 and $44 as of December 31, 2022. Substantially all of these cash balances were uninsured as of March 31, 2023 and December 31, 2022 because they either (i) exceeded the $250,000 FDIC insurance limit or (ii) were held in foreign banks. These cash balances were held primarily with Ambac's main operating banks which are large money center and/or global banks. Ambac actively manages its cash balances to reduce bank risk and to enhance yield by transferring most of its funds to government and prime money market funds. Included in the cash balances above is $15 of cash of companies Ambac has acquired within its insurance distribution businesses that are held in regional banks. The management of these balances and the associated bank exposure is under consideration as part of Ambac's ongoing integration of these acquired businesses.
Ambac also has exposure to banks through its fixed maturity investment portfolio totaling $157 and $119 as of March 31, 2022, and December 31, 2023. All of these investments are managed by third-party asset management firms which follow single and sector risk limits established by Ambac. The average rating of our fixed income investment in banks was A- as of March 31, 2023.
Russia and Ukraine Conflict
The current conflict between Russia and Ukraine and the related sanctions and other penalties imposed by countries across the globe against Russia are creating substantial uncertainty in the global economy. We do not have operations in Russia or Ukraine
or any insured exposures in those countries. Ambac's investment portfolio exposure to Russian issuers is not meaningful. Given our insignificant exposure, we have not experienced, and do not expect this conflict to have, a material adverse impact on our results of operations, financial condition or cash plan considerationflows. However, as the conflict continues and if it were to escalate, the global economy and capital markets may be adversely impacted in connection withways that we cannot predict and therefore we are unable to estimate the PRHTA POA.ultimate impact that this conflict may have on our future financial condition, results of operations, and cash flows.
Bondholder ElectionsFinancial Statement Impact of Foreign Currency:
As outlinedThe impact of foreign currency as reported in Ambac's Unaudited Consolidated Statement of Total Comprehensive Income for the three months ended March 31, 2023, included the following:
Net income (1)
$(2)
Gain (loss) on foreign currency translation (net of tax), included in other comprehensive income16
Foreign currency impact on unrealized gains (losses) on non-functional currency available-for-sale securities (net of tax), included in other comprehensive income(4)
Impact on total comprehensive income (loss)$10
(1)    A portion of Ambac UK's, and to a lesser extent AAC's, assets and liabilities are denominated in currencies other than its functional currency. Other than the foreign currency impact on unrealized gains (losses) on available-for-sale securities, which is included in Other comprehensive income, foreign currency transaction gains/(losses) as a result of changes to foreign currency rates are reported through Net income in the July 2022,Unaudited Consolidated Statement of Total Comprehensive Income (Loss).
Future changes to currency rates may adversely affect our financial results. Refer to Part II, Item 7A in the Company’s Annual Report on Form of Election Notice for AAC-insured Bond Holders with Claims in Class 6 (the AAC Insured PRHTA 98 Senior Bonds), AAC-insured PRHTA 98 bondholders were each permitted to choose between two different treatment options10-K for the satisfaction of their claims. The first option allowed the bondholders to elect commutation of their insurance policies (the “Ambac Insurance Policies”). Under this option, bondholders will receive: (i) their respective shares of certain consideration available under PRHTA/CCDA PSA, including the aforementioned Interim Distribution of cash and Clawback CVI from Ambac as well as the new PRHTA bonds or cash related to the PRHTA POA and (ii) a cash commutation payment from AAC equivalent to 48% of the outstanding insured bond balance as of July 1,year ended December 31, 2022, less any subsequent insured policy payments prior to the PRHTA plan effective date. AAC’s obligations to the bondholders under the AAC Insurance Policies who elected this option will be deemed fully satisfied. Approximately 21% of PRHTA 98 bondholders, by par outstanding, elected treatment under this first option. Under the second option, the bondholders’ respective shares of consideration, or the proceeds thereof, related to the Interim Distribution from Ambac and the new PRHTA bonds or cash to be distributed under the PRHTA POA, will be deposited into a trust. Those bondholders are expected to receive scheduled payments from this trust, unless AAC elects, in its sole discretion, to pay all or a portion of the outstanding par amounts of the AAC-insured bonds in such trust. The accelerated payments will satisfy AAC's obligations under the applicable AAC Insurance Policies. Approximately 79% of PRHTA 98 bondholders, by par outstanding, elected treatment under this second option. In addition,for further information on the PRHTA plan effective date, all AAC-insured PRHTA 68 bonds will be accelerated, satisfying AAC’s obligations under the applicable AAC Insurance Policies.impact of future currency rate changes on Ambac's financial instruments.
Puerto Rico Considerations
The Eighth Amended POA and the qualifying modifications for PRIFA and CCDA became effective on March 15, 2022, and on that date and since, AAC-insured Puerto Rico exposuresCRITICAL ACCOUNTING ESTIMATES
Ambac’s Unaudited Consolidated Financial Statements have been significantly reduced via commutationprepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which require the use of material estimates and acceleration. However, uncertainty remains as to our remaining exposures as to (i) the valueassumptions. For a discussion of the consideration provided by or on behalf of the debtors under the Eight Amended POA, as it relates to the PRHTA Interim Distribution,Ambac’s critical accounting policies and under the PRHTA POA; (ii) the extent to which exposure management strategies, such as commutationestimates, see “Critical Accounting Policies and acceleration, will be executed for PRHTA; and (iii) other factors, including market conditions such as interest rate movements and credit spread changes on the new CVI instruments. AAC’s loss reserves may prove to be understated or overstated, possibly materially, due to favorable or unfavorable developments or results with respect to these factors. Refer to Management'sEstimates” in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Balance SheetOperations” included in Ambac’s Annual Report on Form 10-K for the year ended December 31, 2022.
FINANCIAL GUARANTEES IN FORCE
($ in millions)
Financial guarantee products were sold in three principal markets: U.S. public, U.S. structured and international finance. The following table provides a breakdown of guaranteed net par outstanding by market at March 31, 2023 and December 31, 2022. Net par exposures within the U.S. public finance market include capital appreciation bonds which are reported at the par amount at the time of issuance of the insurance policy as opposed to the Unaudited Consolidatedcurrent accreted value of the bonds. Guaranteed net par outstanding includes the exposures of policies insuring variable
| Ambac Financial Statements includedGroup, Inc. 332023 First Quarter FORM 10-Q |


interest entities (“VIEs”) consolidated in Part I, Item 2 in this Form 10-Q foraccordance with the possible increase in loss reserves under stressConsolidation Topic of the ASC. Guaranteed net par outstanding excludes the exposures of policies that insure bonds which have been refunded or other adverse conditions. There can be no assurance that losses may not exceed such estimates.pre-refunded.
Summary
March 31,
2023
December 31,
2022
Public Finance (1) (2)
$10,318$10,547
Structured Finance3,5243,612
International Finance8,5988,454
Total net par outstanding$22,440$22,613
(1)Includes $5,377 and $5,400 of Military Housing net par outstanding at March 31, 2023 and December 31, 2022, respectively.
(2)Includes $106 and $244 of Puerto Rico net par outstanding at March 31, 2023 and December 31, 2022, respectively.

The table below shows Ambac’s ten largest insured exposures, by repayment source, as a percentage of total financial guarantee net par outstanding at March 31, 2023:
SectorCo.Bond KindCountry-Bond Type
Ambac
Ratings (1)
Ultimate
Maturity
Year
Net Par
Outstanding
% of Total
Net Par
Outstanding
IFAUKInvestor Owned Utility Gas - unsecuredUK-UtilityBBB+2037$838 2.8 %
IFAUKOther Asset SecuritizationsUK-Asset SecuritizationsBBB2033737 3.1 %
IFAUKPFI - AccommodationUK-InfrastructureA-2040727 3.3 %
IFAUKPFI - HospitalsUK-InfrastructureA-2046704 3.7 %
IFAUKInvestor Owned Utility Other - unsecuredUK-UtilityA-2035628 3.2 %
IFAUKSub-SovereignItaly-Sub-SovereignBIG2035599 2.2 %
IFAUKInvestor Owned Utility Electric - unsecuredUK-UtilityBBB+2036576 2.7 %
PFAACUS State Lease/AppropriationUS-Lease and Tax-backed RevenueBBB-2036489 2.6 %
IFAUKPFI - AccommodationUK-InfrastructureBBB+2038472 2.1 %
PFAACMilitary HousingUS-Housing RevenueBBB-2052449 2.0 %
Total$6,219 27.7 %
PF = Public Finance, SF = Structured Finance, IF = International Finance
AAC = Ambac Assurance, AUK = Ambac UK
(1)    Internal credit ratings are provided solely to indicate the underlying credit quality of guaranteed obligations based on the view of Ambac. In cases where Ambac has considered these developmentsinsured multiple tranches of an issue with varying internal ratings, or more than one obligation of an issuer with varying internal ratings, a weighted average rating is used. Ambac credit ratings are subject to revision at any time and other factorsdo not constitute investment advice. BIG denotes credits deemed below investment grade.

Net par related to the top ten exposures increased $103 from December 31, 2022. Exposures are impacted by changes in evaluating its Puerto Rico loss reserves. While management believes its reserves are adequate to cover lossesforeign exchange rates ($108 increase during the three months ended March 31, 2023), certain indexation rates, reinsurance transactions and scheduled and unscheduled paydowns. As a result of recent increases in its Public Financeinflation, such indexation exposures have increased at a faster pace than they have historically.
The concentration of net par amongst the top ten (as a percentage of net par outstanding) was 28% at March 31, 2023, and 27% at December 31, 2022. Excluding the top ten exposures, the remaining insured portfolio there can be no assuranceof financial guarantees has an average net par outstanding of $30 per single risk, with insured exposures ranging up to $384 and a median net par outstanding of $5.
Given that Ambac mayhas not incur additional losses inwritten any new financial guaranty insurance policies since 2008, the future. Such additional losses may have a material adverse effect on Ambac’s results of operations andlegacy financial condition. Dueguarantee insured portfolio is expected to uncertainty regarding numerous factors, described above, that will ultimately determine the extent of Ambac's losses, it is also possible that favorable developments and results with respectbecome increasingly concentrated to such factors may cause losses to be lower than current reserves, possibly materially.large and/or below investment grade exposures.

Exposure Currency
The table below shows the distribution by currency of AAC’s insured exposure as of September 30, 2022:March 31, 2023:
CurrencyCurrencyNet Par Amount
Outstanding in
Base Currency
Net Par Amount
Outstanding in
U.S. Dollars
CurrencyNet Par Amount
Outstanding in
Base Currency
Net Par Amount
Outstanding in
U.S. Dollars
U.S. DollarsU.S. Dollars$15,280 $15,280 U.S. Dollars$14,023 $14,023 
British PoundsBritish Pounds£6,839 7,642 British Pounds£5,832 7,194 
EurosEuros915 898 Euros892 969 
Australian DollarsAustralian DollarsA$380 243 Australian DollarsA$380 254 
TotalTotal$24,063 Total$22,440 
| Ambac Financial Group, Inc. 5634 2022 Third2023 First Quarter FORM 10-Q |


Ratings Distribution
The following charts provide a rating distribution of net par outstanding based upon internal Ambac credit ratings(1) and a distribution by bond type of Ambac's below investment grade ("BIG") net par exposures at September 30, 2022March 31, 2023 and December 31, 2021.2022. BIG is defined as those exposures with an Ambac internal credit rating below BBB-:
ambc-20220930_g2.jpgambc-20220930_g3.jpg1491414915
Note: AAA is less than 1% in both periods.
(1)Internal credit ratings are provided solely to indicate the underlying credit quality of guaranteed obligations based on the view of Ambac. In cases where Ambac has insured multiple tranches of an issue with varying internal ratings, or more than one obligation of an issuer with varying internal ratings, a weighted average rating is used. Ambac credit ratings are subject to revision at any time and do not constitute investment advice.
Summary of Below Investment Grade Exposure:
Net Par OutstandingNet Par Outstanding
Bond TypeBond TypeSeptember 30,
2022
December 31,
2021
Bond TypeMarch 31,
2023
December 31,
2022
Public Finance:Public Finance:Public Finance:
Military HousingMilitary Housing$365 $366 
Puerto RicoPuerto Rico$467 $1,054 Puerto Rico106 244 
Military Housing367 370 
OtherOther223 317 Other212 213 
Total Public FinanceTotal Public Finance1,057 1,741 Total Public Finance683 823 
Structured Finance:Structured Finance:Structured Finance:
RMBSRMBS1,899 2,170 RMBS1,794 1,841 
Student loansStudent loans280 302 Student loans273 275 
Total Structured FinanceTotal Structured Finance2,179 2,472 Total Structured Finance2,068 2,117 
International Finance:International Finance:International Finance:
Sovereign/sub-sovereignSovereign/sub-sovereign654 774 Sovereign/sub-sovereign712 701 
TransportationTransportation323 389 Transportation315 310 
OtherOther2 62 Other 
Total International FinanceTotal International Finance979 1,225 Total International Finance1,027 1,013 
TotalTotal$4,215 $5,438 Total$3,778 $3,953 
The net decline in below investment grade exposures is primarily due to de-risking activities, including the Puerto Rico restructuring, and foreign exchange lossesde-risking of $164.$136.
Below investment grade exposures could increase as a relative proportion of the guarantee portfolio given that stressed borrowers generally have less ability to prepay or refinance their debt. Accordingly, due to these and other factors, it is not unreasonable to expect the proportion of below investment grade exposure in the guarantee portfolio to increase in the future.
| Ambac Financial Group, Inc. 572022 Third Quarter FORM 10-Q |


Results of Operations ($ in millions)
Consolidated Results
A summary of our financial results is shown below:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Gross premiums writtenGross premiums written$16 $(1)$83 $(6)Gross premiums written$61 $30 
Revenues:Revenues:Revenues:
Net premiums earnedNet premiums earned$11 $11 $39 $36 Net premiums earned$14 $15 
Commission incomeCommission income14 
Program feesProgram fees1 — 
Net investment incomeNet investment income11 21 (6)112 Net investment income34 
Net investment gains (losses), including impairmentsNet investment gains (losses), including impairments14 31 Net investment gains (losses), including impairments(4)10 
Net gains (losses) on derivative contractsNet gains (losses) on derivative contracts37 124 19 Net gains (losses) on derivative contracts(4)57 
Net realized gains (losses) on extinguishment of debt — 57 33 
Commission income7 22 20 
Other income (expense)1 5 — 
Income (loss) on variable interest entitiesIncome (loss) on variable interest entities(1)14 Income (loss) on variable interest entities(1)22 
Other incomeOther income3 
Expenses:Expenses:Expenses:
Losses and loss expenses (benefit)(353)(55)(341)(73)
Losses and loss adjustment expensesLosses and loss adjustment expenses18 24 
Amortization of deferred acquisition costs, netAmortization of deferred acquisition costs, net1 — 
Commission expenseCommission expense8 
General and administrative expensesGeneral and administrative expenses36 29 
Intangible amortizationIntangible amortization6 11 34 44 Intangible amortization7 14 
Operating expenses37 32 104 94 
Interest expenseInterest expense49 44 138 144 Interest expense16 44 
Provision (benefit) for income taxes2 4 15 
Provision for income taxesProvision for income taxes4 — 
Net income (loss)Net income (loss)(33)
Less: net (gain) loss attributable to noncontrolling interestLess: net (gain) loss attributable to noncontrolling interest(1)— 
Net income (loss) attributable to common stockholdersNet income (loss) attributable to common stockholders$340 $17 $347 $5 Net income (loss) attributable to common stockholders$(33)$2 
Ambac's results for the three and nine months ended September 30, 2022 were significantly impacted by the following:
| Ambac Financial Group, Inc. AAC has successfully implemented the restructuring of a significant portion of its remaining Puerto Rico exposures, following the occurrence of the effective dates for the Plan of Adjustment related to AAC-insured Puerto Rico General Obligation bonds (“GO”) and Public Buildings Authority (“PBA”) bonds, and Qualifying Modifications for AAC-insured Puerto Rico Infrastructure Authority (“PRIFA”) and Convention Center District Authority (“CCDA”) bonds, all effective March 15, 2022. As a result of these successful restructurings, Ambac recorded a gain in the amount of $198 as part of its first quarter 2022 consolidated financial results. This gain included (i) a net benefit in losses and (ii) a gain on the consolidation of newly established variable interest entities; partially offset by losses from sales and changes to the fair value of securities received in the restructuring and accelerated amortization of the insurance intangible asset. In the second quarter 2022, the newly created VIEs combined with changes to the fair value of securities received by AAC resulted in losses totaling $17.352023 First Quarter FORM 10-Q |


During the three and nine months ended September 30, 2022 management recorded an increase to AAC’s estimated R&W subrogation recoveries in the amount of $319 and $80, respectively. The change in recorded RMBS R&W recoveries is primarily attributable to the impact of the Settlement Agreement with Bank of America Corporation and certain affiliates thereof described in Note 1. Background and Business Description to the Unaudited Consolidated Financial Statements in this Form 10-Q. AAC’s ultimate recoveries in its remaining RMBS litigation may be materially higher or lower than its estimated subrogation recoveries based on a number of factors, including those described in Ambac’s Form 10-K for the fiscal year ended December 31, 2021 and elsewhere in this Quarterly Report.
The following paragraphs describe the consolidated results of operations of Ambac and its subsidiaries for the three and nine months ended September 30,March 31, 2023 and 2022, and 2021, respectively.
Gross Premiums Written. Gross premiums written increased $18 and $90$30 for the three and nine months ended September 30, 2022,March 31, 2023, compared to the same periodsperiod in the prior year, as shown by segment below.
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Legacy Financial Guaranty InsuranceLegacy Financial Guaranty Insurance$(13)$(5)$(12)$(13)Legacy Financial Guaranty Insurance$$
Specialty Property & Casualty InsuranceSpecialty Property & Casualty Insurance30 95 Specialty Property & Casualty Insurance52 24 
TotalTotal$16 $(1)$83 $(6)Total$61 $30 
Legacy Financial Guarantee Insurance negative gross written premiums relate to reductionschanges in expected and contractual premium cash flows.flows for existing financial guarantees in force.
Net Premiums Earned. Net premiums earned decreased $0 and increased $3$1 for the three and nine months ended September 30, 2022,March 31, 2023, compared to the same periodsperiod in the prior year as shown by segment below.
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Legacy Financial Guaranty InsuranceLegacy Financial Guaranty Insurance$7 $11 $31 $36 Legacy Financial Guaranty Insurance$7 $13 
Specialty Property & Casualty InsuranceSpecialty Property & Casualty Insurance4 — 8 — Specialty Property & Casualty Insurance7 
TotalTotal$11 $11 $39 $36 Total$14 $15 
The reduction in Legacy Financial Guarantee Insurance segment was primarily due to de-risking activities, including the Puerto Rico restructurings, and run-off of the insured portfolio, de-risking activities and the impact from the strengthening of the US dollar relative to the British Pound Sterling.portfolio.
Net Investment Income. Net investment income primarily consists of interest and net discount accretion on fixed maturity securities classified as available-for-sale, interest and changes in
| Ambac Financial Group, Inc. 582022 Third Quarter FORM 10-Q |


fair value of fixed maturity securities classified as trading, and net gains (losses) on pooled investment funds which include changes in fair value of the funds' net assets. Fixed maturity securities include investments in Ambac-insured securities that are made opportunistically based on their risk/reward and asset-liability management characteristics. Investments in pooled investment funds and certain other investments are either classified as trading securities with changes in fair value recognized in earnings or are reported under the equity method. These funds and other investments are reported in Other investments on the Unaudited Consolidated Balance Sheets, which consists primarily of pooled fund investments in diversified asset classes. For further information about investment funds held, refer to Note 4. Investments to the Unaudited Consolidated Financial Statements, included in Part I, Item 1 in this Form 10-Q. Net investment income for the periods presented were driven by the legacy financial guarantee segment; other segments' results were not significant.
Net investment income from Ambac-insured securities; available-for-sale and short-term securities, other than Ambac-insured; and Other investments is summarized in the table below:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Securities available-for-sale: Ambac-insured (including secured notes)$6 $$19 $37 
Securities available-for-sale and short-term other than Ambac-insured11 26 22 
Other investments (includes trading securities)(7)(50)53 
Net investment income (loss)$11 $21 $(6)$112 
Three Months Ended March 31,20232022
Securities available-for-sale and short-term other than Ambac-insured$16 $
Other investments (includes trading securities)13 (9)
Securities available-for-sale: Ambac-insured (including secured notes)5 
Net investment income (loss)$34 $5 
Net investment income (loss) decreased $11 and $118increased $29 for the three and nine months ended September 30, 2022, respectively,March 31, 2023 compared to the prior year periods.
Net investment income from available-for-sale and short-term securities, other than Ambac-insured increased for the three months ended March 31, 2023, compared to the same periods in the prior year due primarily to higher portfolio yields and, to a lesser extent, higher average holdings.
Other investments income (loss) decreased $13 and $103increased $22 for the three and nine months ended September 30, 2022, respectively,March 31, 2023, compared to the same periods in the prior year. The three and nine months ended September 30, 2022, included losses of $1 and $22 on securities received in the Puerto Rico restructuring which are classified as trading. Pooled fund investments results decreasedincreased $12 and $81 for the three and nine months ended September 30, 2022, respectively,March 31, 2023, compared to the prior year periods. Results of most fund categories decreased for the three months ended September 30, 2022 compared to third quarter 2021, with the largest declines in hedge funds,period, driven by improved performance on equities, and real estate. The decrease for the nine months ended September 30, 2022 were driven primarily by market losses in equities, hedge funds and high-yield and leveraged loan funds, all of which performed well in the comparable prior year period.loans and private equity offset by lower returns on real estate. Investments in pooled funds may be volatile, but are generally expected to produce higher returns than available-for-sale investments. The three months ended March 31, 2023 also included gains of less than $1 on securities received in the Puerto Rico restructurings which are classified as trading. These trading securities produced losses of $(9) for the three months ended March 31, 2022.
Net investment income from Ambac-insured securities for the three and nine months ended September 30, 2022March 31, 2023, decreased $1 and $19$2 compared to the prior year periods, due primarily to different levelssettlement of secured note holdings, the impact of the March 15, 2022,insured Puerto Rico restructuring and continued runoff of AAC-insured RMBS. LSNI secured notes were held until redeemedbonds in July 2021. Sitka Senior Secured Notes were purchased in the second and third quarters of 2022.
Net investment income from available-for-sale and short-term securities, other than Ambac-insured increased for the three and nine months ended September 30, 2022, compared to the same periods in the prior year due to higher portfolio yields.

Net Investment Gains (Losses), including Impairments. The following table provides a breakdown of net investment gains (losses) for the periods presented:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Net gains (losses) on securities sold or calledNet gains (losses) on securities sold or called$5 $$12 $Net gains (losses) on securities sold or called$(1)$
Net foreign exchange gains (losses)Net foreign exchange gains (losses)9 20 (3)Net foreign exchange gains (losses)(2)
Credit impairmentsCredit impairments —  — Credit impairments(1)(1)
Intent / requirement to sell impairmentsIntent / requirement to sell impairments —  — Intent / requirement to sell impairments— — 
Net investment gains (losses), including impairmentsNet investment gains (losses), including impairments$14 $3 $31 $4 Net investment gains (losses), including impairments$(4)$10 
Net gains (losses) on securities sold or called for the three and nine months ended September 30,March 31, 2022, included $4 from the distribution of residual assets of a legacy financial guarantee student loan restructuring vehicle. Net gains for the nine months ended September 30, 2022, also included a recovery of $9 from a class-action settlement relating to certain RMBS securities previously held in the investment portfolio. Net gains for the nine months ended September 30, 2021, included a gain of $4 realized on the sale AFG's equity interest in the Corolla Trust in connection with the Corolla Exchange Transaction. Other net realized gains (losses) on securities sold or called during both periods were primarily from sales in connection with routine portfolio management.
Credit impairments are recorded as an allowance for credit losses with changes in the allowance recorded through earnings. When credit impairments are recorded, any non-credit related impairment amounts on the securities are recorded in other comprehensive income. If management either: (i) has the intent to sell its investment in a debt security or (ii) determines that the Company is more likely than not will be required to sell the debt
| Ambac Financial Group, Inc. 362023 First Quarter FORM 10-Q |


security before its anticipated recovery, then the amortized cost of the security is written-down to fair value with a corresponding impairment charge recognized in earnings.
Net Gains (Losses) on Derivative Contracts. Net gains (losses) on derivative contracts includeare driven primarily by results from the
| Ambac Financial Group, Inc. 592022 Third Quarter FORM 10-Q |


Company's interest rate derivatives portfolio and its runoff credit derivatives portfolio. The interest rate derivatives portfolio is positioned to benefit from rising rates as a partial economic hedge against interest rate exposure in the financial guarantee insurance and investment portfolios. This economic hedge positioning was substantially reduced for the three months ended March 31, 2023, compared to the prior year period. Net gains (losses) on interest rate derivatives generally reflect mark-to-market gains (losses) in the portfolio caused by increases (declines) in forward interest rates during the periods, the carrying cost of the portfolio, and the impact of counterparty credit adjustments as discussed below. Results from creditother derivatives were not significant to the periods presented and as of June 30, 2022, all outstanding credit derivatives have matured.presented.
Net gains (losses) on interest rate derivatives for the three and nine months ended September 30, 2022,March 31, 2023, were $37 and $122$(4) compared to $5 and $18$57 for the three and nine months ended September 30, 2021.March 31, 2022. The net loss for the three months ended March 31, 2023, resulted primarily from interest rate decreases during the period and a higher counterparty credit adjustment on certain derivative assets. The net gains in 2022 reflect changes in fair value from increases in forward interest rates and lower counterparty credit adjustments on certain derivative assets, partially offsetwere driven by portfolio carrying costs. The improved results for the three and nine months ended September 30, 2022, resulted from the significant rate increases in the periodsperiod combined with favorable portfolio positioning, and the impact of changing credit spreads in derivative assets as described further below.
Counterparty credit adjustments are generally applicable for uncollateralized derivative assets that may not be offset by derivative liabilities under a master netting agreement. In periods when credit spreads are stable, counterparty credit adjustments will generally have a proportionate offsetting impact to gains or losses on derivative assets, relative to fully collateralized assets. In addition to the impact of interest rates on the underlying derivative asset values, the changes in counterparty credit adjustments are driven by movement of credit spreads. Generally, narrowing (widening) of credit spreads will increase (decrease) derivative gains relative to a period of stable credit spreads. Inclusion of counterparty credit adjustments in the valuation of interest rate derivatives resulted in gains (losses) within Net gains (losses) on derivative contracts of $2$(1) and $6$2 for the three and nine months ended September 30,March 31, 2023 and 2022, respectively, and $2 and $8 for the three and nine months ended September 30, 2021, respectively. The lower counterparty credit adjustments for allboth periods were driven primarily by lowerchanges to the underlying asset values.
Commissions Income.Income and Commission Expense. Commission income for the three and nine months ended September 30, 2022March 31, 2023 was $7 and $22$14 compared to $7 and $20,$9, for the three and nine months ended September 30, 2021.March 31, 2022. Commissions include both base and profit sharing commissions of the Insurance Distribution segment. The increase was driven by (i) commissions earned on All Trans and Capacity Marine, which were purchased in November 2022 and (ii) greater premiums placed by Xchange Benefits. Gross commission income has an accompanying expense, sub-producer commissions (included in Operating Expenses in the Consolidated Statements of Total Comprehensive Income (Loss),commission expense, which will largely track changes in gross commission. For the three and nine months ended September 30, 2022 Sub-producer commissionsMarch 31, 2023, commission expense of $4 and $13$8 compared to $4 and $11$5 in three and nine months ended September 30, 2021.

Net Realized Gains on Extinguishment of Debt.Net realized gains on extinguishment of debt was $57 for nine monthsMarch 31, 2022, driven primarily by the same factors as commission income.
ended September 30, 2022, resulting from repurchases of surplus notes below their carrying values. Net realized gains on extinguishment of debt was $33 for the nine months ended September 30, 2021, resulting from the 2021 exchanges of junior surplus notes below their carrying values. Refer to Note 1. Background and Business Description in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for further discussion of the 2021 Surplus Notes Exchanges. AAC may continue to repurchase surplus notes and other debt in future periods.

Income (Loss) on Variable Interest Entities. Included within Income (loss) on variable interest entities are income statement amounts relating to FG VIEs, consolidated under the Consolidation Topic of the ASC as a result of Ambac's variable interest arising from financial guarantees written by Ambac's subsidiaries, including gains or losses attributable to consolidating or deconsolidating FG VIEs during the periods reported. Generally, the Company’s consolidated FG VIEs are entities for which Ambac has provided financial guarantees on all of or a portion of its assets or liabilities. In consolidation, assets and liabilities of the FG VIEs are initially reported at fair value and the related insurance assets and liabilities are eliminated. However, the amount of FG VIE net assets (liabilities) that remain in consolidation generally result from the net positive (negative) projected cash flows from (to) the FG VIEs which are attributable to Ambac’s insurance subsidiaries in the form of financial guarantee insurance premiums, fees and losses. In the case of FG VIEs with net negative projected cash flows, the net liability is generally to be funded by Ambac’s insurance subsidiaries through insurance claim payments. Differences between the net carrying value of the insurance accounts under the Financial Services—Insurance Topic of the ASC and the carrying value of the consolidated FG VIE’s net assets or liabilities are recorded through income at the time of consolidation. Additionally, terminations or other changes to Ambac's financial guarantee insurance policies that impact projected cash flows between a consolidated FG VIE and Ambac could result in gains or losses, even if such policy changes do not result in deconsolidation of the FG VIE.
Income (loss) on variable interest entities was $(1) and $14 for the three and nine months ended September 30, 2022, respectively,March 31, 2023, compared to $3 and $5$22 for the three and nine months ended September 30, 2021.March 31, 2022. Results for the three months ended September 30, 2022, related to declineMarch 31, 2023 were impacted by accelerated interest costs from a VIE trust created in fair valueconnection with the Puerto Rico restructurings, partially offset by gains on higher valuation of net assets on VIEs driven by higher market discount rates.other FG VIEs. Results for the ninethree months ended September 30,March 31, 2022, related primarily to two VIE trusts created in connection with the Puerto Rico restructurings in March 2022. The ninethree months ended September 30,March 31, 2022 included the initial $28 gain upon consolidation on March 15, 2022, losses of $8 from changes topartially offset by subsequent declines in the fair value of these VIEs'the trusts' assets and losses of $4 from these VIEs driven by interest costs. Results for the three months ended September 30, 2021, were due primarily to gains on higher valuation of net assets on VIEs. Results for the nine months ended September 30, 2022 and 2021 included realized gains of $2 and $2, respectively, on sales of assets, together with higher valuation of net assets on VIEs.through March 31, 2022.
| Ambac Financial Group, Inc. 602022 Third Quarter FORM 10-Q |


Refer to Note 9. Variable Interest Entities to the Unaudited Consolidated Financial Statements, included in Part I, Item 1 in this Form 10-Q for further information on the accounting for FG VIEs.
Losses and Loss Expenses. Loss and loss expenses decreased $(298) and $(268)$6 for the three and nine months ended September 30, 2022,March 31, 2023, compared to the same periodsperiod in the prior year. Legacy financial guarantee loss and loss expenses (benefit) were $(356) and $(347)$13 for the three and nine months ended September 30, 2022.March 31, 2023. Specialty Property and Casualty Insurance loss and loss expenses were $3 and $5 for the three and nine months ended September 30, 2022.

Legacy financial guarantee loss and loss expenses (benefit) for the three months ended September 30, 2022, were largely driven impact of the Settlement Agreement with Bank of America Corporation and certain affiliates of approximately $319 as described in Note 1. Background and Business Description to the Unaudited Consolidated Financial Statements in this Form 10-Q.
Legacy financial guarantee loss and loss expenses (benefit) for the nine months ended September 30, 2022, were driven by favorable loss development in domestic public finance (primarily due to the Puerto Rico restructuring), favorable RMBS development due to the positive impact of discount rates, and the impact of the Settlement Agreement with Bank of America Corporation and certain affiliates thereof of $80.March 31, 2023.
Intangible Amortization. Insurance intangible amortization for the three and nine months ended September 30, 2022,March 31, 2023, was $5 and $32,$6, a decrease of $5$8 as compared to the the three months ended September 30, 2021 and a decrease of $10 over the nine months ended September 30, 2021. March 31, 2022.
| Ambac Financial Group, Inc. 372023 First Quarter FORM 10-Q |


The decrease was driven primarily by the timing of de-risking (including Puerto Rico in the three months ended March 31, 2022) and the reduced size of the financial guarantee insured portfolio and timing of de-risking activity.portfolio. Insurance intangible amortization will decline after policies mature or de-risked. Other intangible amortization for the three and nine months ended September 30, 2022,March 31, 2023, was $1 and $2, respectively unchanged from$1 for the three and nine months ended September 30, 2021.March 31, 2023 and 2022, respectively.

Operating Expenses.General and Administrative Expenses (G&A). Operating expenses consist of gross operating expenses plus reinsurance commissions. The following table provides a summary of operatingG&A expenses for the periods presented:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Compensation$17 $15 $49 $45 
Non-compensation14 13 41 37 
Gross operating expenses31 28 102 93 
Sub-producer Commissions4 13 11 
Amortization of deferred acquisition costs3 — 7 — 
Reinsurance commissions, net(2)— (5)— 
Total operating expenses$37 $32 $104 $94 

Three Months Ended March 31,20232022
Compensation$16 $16 
Non-compensation20 13 
Total G&A expenses36 29 
The increase in gross operatingG&A expenses during the three and nine months ended September 30, 2022,March 31, 2023, as compared to the three and nine months ended September 30, 2021,March 31, 2022, was due to the following:
Higher compensation costs due to a net increase in staffing resulting from additions in the Specialty Property & Casualty Insurance and Insurance Distribution segments and higher incentive compensation expense including the impact of performance factor adjustments.
Higher non-compensation costs primarily related to Legacy Financial Guarantee Insurance segment legal defense costs;costs.
Higher compensation costs due to a net increase in staffing resulting from the development and growth, both organic and via acquisitions, of the Specialty Property and& Casualty Insurance segment auditing, licensing fees and equipment costs associated with growth of the business; and Insurance Distribution segment sub-producer commissions. These items weresegments, partially offset forby lower incentive compensation expense including the nine months comparative periods by first quarter 2021 advisory fees associated with Legacy Financial Guarantee Insurance debt restructuring.impact of performance factor adjustments.
Interest Expense. All interest expense relates to the Legacy Financial Guarantee Insurance segment and includes accrued interest on the LSNI Ambac Note, Sitka AAC Note (fully redeemed during the fourth quarter of 2022), Tier 2 Notes (fully redeemed during the first quarter of 2023), surplus notes and other debt obligations. Additionally, interest expense includes discount accretion when the debt instrument carrying value is at a discount to par. The following table provides details by type of obligation for the periods presented:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Surplus notes (1)
$20 $20 $61 $57 
LSNI Ambac Note  50 
Sitka AAC note21 16 55 16 
Tier 2 Notes7 22 20 
Other — 1 
Total interest expense$49 $44 $138 $144 
(1)Includes junior surplus notes that were acquired and retired in the first quarter of 2021.
Three Months Ended March 31,20232022
Surplus notes$16 $20 
Sitka AAC note 17 
Tier 2 Notes 
Other — 
Total interest expense$16 $44 
The increasedecrease in interest expense for the three months ended September 30, 2022,March 31, 2023, compared to the three months ended September 30, 2021, was mainly driven by higher rates on the Sitka AAC note. The decrease in interest expense for the nine months ended September 30,March 31, 2022, compared to the nine months ended September 30, 2021, was mainly driven byreflects the impact of the Secured Note Refinancing2022 redemption of secured notes as further described in Note 1. Background and Business Description, in the Notes to the Consolidated Financial Statements included in Part II, Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2022. These transactions resulted in lower debt outstanding. Interest expense for 2023 also declined as a result of repurchases of surplus notes during 2022. These benefits were partially offset by discount accretionthe effects of interest compounding on surplus notes reissued in 2021.notes.
Surplus note principal and interest payments require the approval of OCI. In May 2022,2023, OCI declined the request of AAC to pay
the principal amount of the surplus notes, plus all accrued and unpaid interest thereon, on the then next scheduled payment date
| Ambac Financial Group, Inc. 612022 Third Quarter FORM 10-Q |


of June 7, 2022.2023. As a result, the scheduled payment date for interest, and the scheduled maturity date for payment of principal of the surplus notes, shall bewas extended until OCI grants approval to make the payment. Interest will accrue, compounded on each anniversary of the original scheduled payment date or scheduled maturity date, on any unpaid principal or interest through the actual date of payment, at 5.1% per annum. Holders of surplus notes will have no rights to enforce the payment of the principal of, or interest on, surplus notes in the absence of OCI approval to pay such amount. The interest on the outstanding surplus notes were accrued for and AAC is accruing interest on the interest amounts following each scheduled payment date. Total accrued and unpaid interest for surplus notes outstanding to third parties were $575was $438 at September 30, 2022.March 31, 2023. Since the issuance of the surplus notes in 2010, OCI has declined to approve regular payments of interest on surplus notes, although the OCI has permitted two exceptional payments.
Provision for Income Taxes. The provision for income taxes for the three months ended September 30,March 31, 2023 and 2022, and 2021, was $2, and $2 respectively, a decrease of $0. The provision for income taxes reported for nine months ended September 30, 2022 and 2021 was $4, and $15,$0 respectively, a decrease of $11, resulting primarily from the 2021 effect on the deferred tax liability of enactment of an increase in UK tax rates from 19%of $3 and primarily relate to 25%.international operations.
Results of Operations by Segment
Legacy Financial Guarantee Insurance
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Revenues:Revenues:Revenues:
Net premiums earnedNet premiums earned$7 $11 $31 $36 Net premiums earned$7 $13 
Net investment incomeNet investment income9 21 (9)111 Net investment income31 
Net investment gains (losses), including impairmentsNet investment gains (losses), including impairments14 31 — Net investment gains (losses), including impairments(4)10 
Net gains on derivative contractsNet gains on derivative contracts37 123 19 Net gains on derivative contracts(3)57 
Net realized gains on extinguishment of debt — 57 33 
Other(1)17 
Other incomeOther income2 24 
TotalTotal67 44 250 204 Total32 109 
Expenses:Expenses:Expenses:
Loss and loss expenses (benefit)Loss and loss expenses (benefit)(356)(55)(347)(73)Loss and loss expenses (benefit)13 23 
Operating expenses20 18 64 56 
General and administrative expensesGeneral and administrative expenses28 21 
TotalTotal(336)(37)(283)(17)Total41 44 
Earnings before interest, taxes, depreciation and amortization (1)
Earnings before interest, taxes, depreciation and amortization (1)
403 81 533 221 
Earnings before interest, taxes, depreciation and amortization (1)
(9)65 
Interest expenseInterest expense49 44 138 144 Interest expense16 44 
DepreciationDepreciation — 1 Depreciation — 
Intangible amortizationIntangible amortization5 10 32 42 Intangible amortization6 14 
Pretax income (loss)Pretax income (loss)$349 $27 $362 $35 Pretax income (loss)$(32)$
Stockholders equity (1)(2)
Stockholders equity (1)(2)
$681 $713 
Stockholders equity (1)(2)
$824 $567 
(1)Abbreviated as "EBITDA" in future references
(2)Represents the share of Ambac stockholders equity for each subsidiary within the Legacy Financial Guarantee Insurance segment, including intercompany eliminations.
The Legacy Financial Guarantee Insurance segment is in active runoff. This will generally result in lower premiumdeclining premiums earned, investment income, operatingG&A expenses and intangible amortization. The variability in the segment financial results are primarily driven by (i) changes in loss and loss expenses resulting from, amongst other items, credit developments, interest rates and de-risking transactions. Additionally, the segment results are impacted byde-
| Ambac Financial Group, Inc. 382023 First Quarter FORM 10-Q |


risking transactions; (ii) changes in interest rates as they impact net gains (losses) on derivative contracts and interest expense on the floating rate Sitka AAC Sitka Note.Note prior to its redemption, and (iii) volatility from Other investments income (loss) resulting from changes in market conditions and other performance factors. Key variances not discussed above in the Consolidated Results section are as follows:
Net premiums earned. Net premiums earned decreased $4 and $5$7 for the three and nine months ended September 30, 2022,March 31, 2023, compared to the same period in the prior year. Net premiums earned were impacted by the organic and active runoff of the financial guarantee insured portfolio, resulting in a reduction to current and future normal net premiums earned and the following:
Changes to the allowance for credit losses on the premium receivable asset. The positive impact on net premiums earned related to credit losses amounted to $1 and $3 for the for $0 for the three and nine months ended September 30, 2022,March 31, 2023, as compared to $1 and $7 for the three and nine months ended September 30, 2021.March 31, 2022.
Accelerated financial guarantee premiums earned as a result of calls and other accelerations on insured obligations, largely due to active de-risking of the insured portfolio, of ($2) and $5 for thewere deminimis for the three and nine months ended September 30, 2022,March 31, 2023, as compared to $1 and $1$4 for the three and nine months ended September 30, 2021.March 31, 2022.
Losses and Loss Expenses. Losses and loss expenses are based upon estimates of the aggregate losses inherent in the non-derivative portfolio for insurance policies issued to beneficiaries, excluding consolidated VIEs.
Ambac records as a component of its loss reserve estimate subrogation recoveries related to securitized loans in RMBS transactions with respect to which AAC is pursuing claims for breaches of representations and warranties. Generally, the sponsor of an RMBS transaction provided representations and warranties with respect to the securitized loans, including representations with respect to the loan characteristics, the absence of borrower fraud in the underlying loan pools or other misconduct in the origination process and attesting to the compliance of loans with the prevailing underwriting policies. Ambac has recorded representation and warranty subrogation recoveries, net of reinsurance, of $1,785 and $1,704 at September 30, 2022, and December 31, 2021, respectively. Refer to Note 2. Basis of Presentation and Significant Accounting Policies to the Consolidated Financial Statements included in Part II, Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for more information regarding the estimation process for R&W subrogation recoveries.
| Ambac Financial Group, Inc. 622022 Third Quarter FORM 10-Q |


The following provides details for losses and loss expenses (benefit) incurred for the periods presented:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Structured FinanceStructured Finance$(351)$(21)$(150)$(44)Structured Finance$20 $213 
Domestic Public FinanceDomestic Public Finance(1)(30)(194)(32)Domestic Public Finance3 (190)
Other(4)(4)(3)
Other, including International FinanceOther, including International Finance(10)
Totals (1)
Totals (1)
$(356)$(55)$(347)$(73)
Totals (1)
$13 $23 
(1)    Includes loss expenses incurred of $19 and $27 for the three and nine months ended September 30, 2022, respectively, and $19 and $42 for the three and nine months ended September 30, 2021, respectively.
Loss and loss expenses (benefit) for the three months ended September 30, 2022,March 31, 2023, were largely driven impact of the Settlement Agreement with Bank of America Corporation and certain affiliates of approximately $319 as described in Note 1. Background and Business Description to the Unaudited Consolidated Financial Statements in this Form 10-Q.
Losses and loss expenses (benefit) for the nine months ended September 30, 2022, were driven by favorableunfavorable loss development in domestic public finance (primarily due to the Puerto Rico restructuring), favorable RMBS development due to the positive impact ofportfolio resulting from a decline in discount rates, andpartially offset by assumption changes in the impact of the Settlement Agreement with Bank of America Corporation and certain affiliates thereof of $80.international portfolio.
Losses and loss expenses (benefit) for the three and nine months ended September 30, 2021,March 31, 2022, were largely driven by a reduction to AAC’s estimated R&W subrogation recoveries in the amount of $224, partially offset by favorable loss development in domestic public finance, primarily relateddue to the Puerto Rico and structured finance, primarily related to improved credit in RMBS, partially offset by loss expenses incurred. Results for the nine months ended September 30, 2021, also reflect the positive impact of interest rates on RMBS excess spread, partially offset by the negative impact of discount rates.restructuring.
OperatingG&A Expenses. The increases in operatingG&A expenses of $2 and $5$7 during the three and nine months ended September 30, 2022,March 31, 2023, as compared to the three and nine months ended September 30, 2021,March 31, 2022, is due to additional legal fees related to defensive litigation costs, increased severance costs and additionalthe timing of expense reimbursements to Corporate that are recognized when approved by the Office of the Commissioner of Insurance for the State of Wisconsin (“OCI”). These increases were partially offset by lower compensation costs fromdue to reduced headcount within the segment and lower incentive compensation including the impact of incentive compensation performance factor adjustments, partially offset by a net reduction in headcount within the segment.

adjustments.
Specialty Property and Casualty Insurance
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Gross premiums writtenGross premiums written$30 $$95 $Gross premiums written$52 $24 
Net premiums writtenNet premiums written6 19 Net premiums written9 
Revenues:Revenues:Revenues:
Premiums earned$4 $— $8 $— 
Net premiums earnedNet premiums earned$7 $
Investment incomeInvestment income — 1 Investment income1 — 
Net investment gains (losses), including impairmentsNet investment gains (losses), including impairments —  — Net investment gains (losses), including impairments — 
Other income (program fees)1 — 2 — 
Program feesProgram fees1 — 
TotalTotal6 — 11 Total9 
Expenses:Expenses:Expenses:
Losses and loss expenses incurredLosses and loss expenses incurred3 — 5 — Losses and loss expenses incurred5 
Operating expenses4 11 
Amortization of deferred acquisition costs, netAmortization of deferred acquisition costs, net1 — 
General and administrative expensesGeneral and administrative expenses4 
TotalTotal7 16 Total10 
EBITDAEBITDA(1)$(2)(5)$(4)EBITDA(1)$(2)
Pretax income (loss)Pretax income (loss)$(1)$(2)$(5)$(4)Pretax income (loss)$(1)$(2)
Loss and LAE RatioLoss and LAE Ratio65.2 %NM65.7 %NMLoss and LAE Ratio66.6 %65.3 %
Combined RatioCombined Ratio150.8 %NM176.5 %NMCombined Ratio129.7 %302.4 %
Ambac's stockholders equity (1)
Ambac's stockholders equity (1)
$110 $104 
Ambac's stockholders equity (1)
$111 $115 
(1)Represents Ambac stockholders equity in the Specialty Property and Casualty Insurance segment, including intercompany eliminations.
The Specialty Property and Casualty Insurance segment has grown significantly since underwriting its first program in May 2021. ThirteenFifteen programs were authorized to issue policies as of September 30, 2022.March 31, 2023. The growth in both the number and size of these programs has contributed to the increase in gross and net premiums written, net premiums earned and net loss and loss expenses incurred.
Loss and loss expenses incurred may be adversely impacted by increasing economic and social inflation, particularly within the commercial auto business. The impact of inflation on ultimate loss reserves is difficult to estimate, particularly in light of recent disruptions to the judicial system, supply chain and labor markets. In addition, on a going forward basis, we may not be able to offset the impact of inflation on our loss costs with sufficient price increases. The estimation of loss reserves may also be more difficult during extreme events, such as a pandemic, or during the persistence of volatile or uncertain economic conditions, due to, amongst other reasons, unexpected changes in behavior of claimants and policyholders, including an increase in fraudulent reporting of exposures and/or losses. Due to the inherent uncertainty underlying loss reserve estimates, the final resolution of the estimated liability for loss and loss expenses will likely be higher or lower than the related loss reserves at the reporting date. In addition, our estimate of losses and loss expenses may change. These additional liabilities or increases in estimates, or a range of either, could vary significantly from period to period.
General and administrative costs increased for the three months ended March 31, 2023 relative to the three months ended March 31, 2022 primarily resulting from the ramp up in Everspan's staffing and operations. Additionally, the three months ended March 31, 2022 included costs associated with the acquisition of additional shell insurance companies in January 2022.

| Ambac Financial Group, Inc. 6339 2022 Third2023 First Quarter FORM 10-Q |


On September 28, 2022, Hurricane Ian reached landfall resulting in significant damage primarily in the states of Florida and South Carolina. Everspan's estimate of its losses and loss expenses is minimal and to date has received one claim related to Hurricane Ian.
Segment pre-tax net income was favorably impacted by the growth in earned premium and program fees relative to loss and loss expenses incurred and operating expenses for the three month period ended September 30, 2022, compared to the three month period ended September 30, 2021. Costs associated with the acquisition of additional shell insurance companies, as we continue to ramp up Everspan's operations, impacted pre-tax income for the nine months ended September 30, 2022, relative to the nine months ended September 30, 2021.

Insurance Distribution
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Premiums placedPremiums placed$28 $29 $97 $91 Premiums placed$77 $45 
Commission incomeCommission income$7 $$22 $20 Commission income$14 $
Sub-producer commission expense (1)
4 13 11 
Commission expenseCommission expense8 
Net commissionsNet commissions3 Net commissions7 
Expenses:Expenses:Expenses:
Other Operating expenses (1)
1 
Net (gain) attributable to noncontrolling interest  (1)(1)
General and administrative expenses (1)
General and administrative expenses (1)
2 
EBITDAEBITDA1 1 4 4 EBITDA5 3 
Depreciation(1)Depreciation(1) — — — Depreciation(1) — 
Intangible amortizationIntangible amortization1 Intangible amortization1 
Pretax income (loss)Pretax income (loss)$1 $$$Pretax income (loss)$4 $
Ambac's stockholders equity (2)
Ambac's stockholders equity (2)
$64 $64 
Ambac's stockholders equity (2)
$94 $66 
(1)    The Consolidated Statements of Comprehensive Income presents the sum of these items as OperatingGeneral and Administrative Expenses.
(2)    Represents the share of Ambac stockholders equity for each subsidiary within the Insurance Distribution segment, including intercompany eliminations.
Ambac's Insurance Distribution segment currently includes Xchange Benefits, a P&C MGA specializing in accident and health products. Xchange isbusinesses are compensated for itstheir services primarily by commissions paid by insurance carriers for underwriting, structuring and/or administering polices and, in the case of ESL, managing claims under an agency agreement.polices. Commission revenues are usually based on a percentage of the premiums placed. Xchange is alsoIn addition, we are eligible to receive profit sharing contingent commissions on certain of its programs based on the underwriting results of the policies it placesplaced with the carrier,carriers, which may cause some variability in revenue and earnings.
Xchange underwrote andThe Insurance Distribution segment placed premiums for its carriers of approximately $28 and $97$77 for the three and nine months ended
September 30, 2022, unchanged and March 31, 2023, up $6$32 or 7%72% as compared to the three and nine months ended September 30, 2021, respectively.March 31, 2022. Higher premiums placed were driven by organic growth at Xchange, the acquisition of All Trans and shiftsCapacity Marine and the April 29, 2022, ESL renewal rights acquisition. The increase in premiums placed and changes to the mix of business were the primary driverswritten led to the increasesgrowth in both grosscommission income and sub-producer commissions.commission expense of 69% and 76%, respectively.
Employer Stop Loss business underwritten by Xchange has seasonality in January and July, which resultresults in revenue and earnings concentrations in the first and third quarters each calendar year. ESL is Xchange's largest business.
Other OperatingG&A Expenses. Other operatingG&A expenses for the three and nine months ended September 30, 2022March 31, 2023, increased slightly as compared to the three and nine months ended September 30, 2021March 31, 2022, as a result of the All Trans and Capacity Marine acquisitions as well as employees hired to support the ESL renewal rights acquisition that occurred on April 29, 2022.

acquisition.
LIQUIDITY AND CAPITAL RESOURCES
($ in millions)
Holding Company Liquidity
AFG is organized as a legal entity separate and distinct from its operating subsidiaries. AFG is a holding company with no outstanding debt. AFG's liquidity is primarily dependent on its net assets, excluding the operating subsidiaries that it owns,
totaling $223$224 as of September 30, 2022,March 31, 2023, and secondarily on distributions and expense sharing payments from its operating subsidiaries. AFG's investments include securities directly issued by AAC (i.e. surplus notes), which are eliminated in consolidation. Securities issued by AAC and certain other of AFG's investments are generally less liquid than investment grade and highly traded investments.
Under an inter-company cost allocation agreement, AFG is reimbursed by AAC for a portion of certain operating costs and expenses and, if approved by OCI, entitled to an additional payment of up to $4 per year to cover expenses not otherwise reimbursed. The $4 reimbursement for 2022 and 2021 expenses was approved by OCI and paid to AFG during March of 2023 and April of 2022, respectively.
Substantial uncertainty remains as to AAC's ability to pay dividends to AFG and the timing of any such dividends.
Everspan's ability to make future dividend payments will mostly depend on its future profitability relative to its capital needs to support growth. Everspan is not expected to pay dividends in Aprilthe near term.
Cirrata does not have any regulatory restrictions on its ability to make distributions. AFG received distributions from Cirrata of $2 and $2 during the three months ended March 31, 2023 and 2022.
AFG's principal uses of liquidity are: (i) the payment of operatingG&A expenses, including costs to explore opportunities to grow and diversify Ambac, (ii) the making of strategic investments, which may includeare generally illiquid investments and (iii) making capital investments to acquire, grow and/or capitalize new and/or existing businesses. AFG may also provide short-term financial support, primarily in the form of loans, to its operating subsidiaries to support their operating requirements. AFG supported the development of the Specialty P&C Insurance business, and its acquisitions, by contributing $15 of capital to Everspan Indemnity in the first nine months of 2022 and $92 in 2021, respectively.
Xchange does not have any regulatory restrictions on its ability to make distributions. AFG received distributions from Xchange of
| Ambac Financial Group, Inc. 642022 Third Quarter FORM 10-Q |


$4 and $5 during the nine months ended September 30, 2022 and 2021.
It is highly unlikely that AAC will be able to make dividend payments to AFG for the foreseeable future.
Everspan's ability to make future dividend payments will mostly depend on its future profitability relative to its capital needs to support growth. Everspan is not expected to pay dividends in the near term.
In the opinion of the Company’s management the net assets of AFG are sufficient to meet AFG’s current liquidity requirements. However, events, opportunities or circumstances could arise that may cause AFG to seek additional capital (e.g. through the issuance of debt, equity or hybrid securities).
Operating Companies' Liquidity
Insurance
Sources of liquidity for the Company’s insurance subsidiaries are through funds generated from premiums; recoveries on claim payments, including RMBS representation and warranty subrogation recoveries (AAC only); reinsurance recoveries; fees; investment income and maturities and sales of investments.
See Note 6. Insurance Contracts to the Consolidated Financial Statements included in Part II,I, Item 8,1., in this Form 10-Q for a summary of future gross financial guarantee premiums to be collected by AAC and Ambac UK. Termination of financial guarantee policies on an accelerated basis may adversely impact AAC’s liquidity.
Cash provided from these sources is used primarily for claim payments and commutations, loss expenses and acquisition costs (Specialty Property & Casualty Insurance segment only), debt service on outstanding debt (Legacy Financial Guarantee segment only), operatingG&A expenses, reinsurance payments and purchases of
| Ambac Financial Group, Inc. 402023 First Quarter FORM 10-Q |


securities and other investments that may not be immediately converted into cash.
Interest and principal payments on surplus notes are subject to the approval of OCI, which has full discretion over payments regardless of the liquidity position of AAC. Any payment on surplus notes would require either payment or collateralization of a portion of the Tier 2 Notes under the terms of the Tier 2 Note indenture. As discussed more fully in "Results of Operations" above in this Management's Discussion and Analysis, OCI declined AAC's request to pay the principal amount of the surplus notes, plus all accrued and unpaid interest thereon, on June 7, 2022. See Note 12. Long-term Debt to the Consolidated Financial Statements included in Part II, Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for further discussion of the payment terms and conditions of the Tier 2 Notes as well as the aggregate annual maturities of all debt outstanding. As further described in Note 1. Background and Business Description to the Unaudited Consolidated Financial Statements, included in Part I, Item 1
in this Form 10-Q, effective as of October 29, 2022, AAC wholly redeemed the Sitka AAC Note and partially redeemed Tier 2 Notes. Following these redemptions, current2023. Current principal outstanding on AAC's long-term debt consisted of $143 of Tier 2 Notes and $788$519 of surplus notes (including $67 of surplus notes held by AFG and eliminated in consolidation).notes. AAC's future interest obligations on long-term debt after giving effect to the redemptions on October 29, 2022 include $678$496 of accrued and unpaid interest that would be payable on surplus notes if approved by OCI on the next scheduled payment date of June 7, 2023 (including surplus notes held by AFG), and Tier 2 Note interest that may be paid-in-kind until maturity on February 12, 2055 at which time $2,030 would be due.2024.
Ambac Financial Services ("AFS") uses interest rate derivatives (primarily interest rate swaps and US Treasury futures) as a partial economic hedge against the effects of rising interest rates elsewhere in the Legacy Financial Guarantee segment. AFS's derivatives also include interest rate swaps previously provided to asset-backed issuers and other entities in connection with their financings. AAC lends AFS cash and securities as needed to fund payments under these derivative contracts, collateral posting requirements and operatingG&A expenses. Intercompany loans are governed by an established lending agreement with defined borrowing limits that has received non-disapproval from OCI.
Insurance subsidiaries manage their liquidity risk by maintaining comprehensive analyses of projected cash flows and maintaining specified levels of cash and short-term investments at all times. It is the opinion of the Company’s management that the insurance subsidiaries’ near term liquidity needs will be adequately met from the sources described above.
Insurance Distribution:
The liquidity requirements of our MGAInsurance Distribution subsidiaries are met primarily by funds generated from commission receipts (both base and profit commissions). Base commissions are generally received monthly, whereas profit commissions are received only if the business underwritten is profitable. Cash provided from these sources is used primarily for commissions paid to sub-producers, operatingG&A expenses and distributions to AFG and other members.
Consolidated Cash Flow Statement Discussion.
The following table summarizes the net cash flows for the periods presented.
Nine Months Ended September 30,20222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Cash provided by (used in):Cash provided by (used in):Cash provided by (used in):
Operating activitiesOperating activities$59 $(136)Operating activities$77 $
Investing activitiesInvesting activities435 745 Investing activities441 136 
Financing activities (1)
Financing activities (1)
(479)(623)
Financing activities (1)
(276)(52)
Foreign exchange impact on cash and cash equivalentsForeign exchange impact on cash and cash equivalents(1)— Foreign exchange impact on cash and cash equivalents — 
Net cash flowNet cash flow$14 $(14)Net cash flow$243 $93 
| Ambac Financial Group, Inc. 652022 Third Quarter FORM 10-Q |


(1)    During the second quarter of 2022, AAC made $393 of payments in connection with the acceleration of the AAC-insured PRIFA and CCDA bonds that were not commuted during the first quarter of 2022 and2023, AAC made $108 of payments to accelerate AAC-insured bonds that were deposited into trusts established under the respective trusts. The receipt of $393 from AAC plusPuerto Rico restructurings. Because the existing cash assets of the consolidated trusts fully redeemed the trust certificates (AAC was the holder of $164 of the PRIFA trust certificates that were fully redeemed). As a result of the AAC claim payments and associated full redemption of the trust certificates, the remaining non-cash assets of the trusts, valued at $111, were distributed to AAC. Because these trusts are consolidated VIEs, this activity will bethese payments are reflected as $274 payments of VIE liabilities within financing activities in secondthe first quarter 2022 financing activities.2023.
Operating activities
The following represents the significant cash operating activity during the ninethree months ended September 30, 2022March 31, 2023 and 2021:2022:
Cash provided by (i) gross premiums were $100$48 and $29$28 for the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, respectively; (ii) interest rate derivatives were $61$11 and $(5)$11 for the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, respectively; (iii) investment portfolio income were $59$20 and $66$14 for the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, respectively; and (iv) cash settlements from the Puerto Rico restructuring transactions to the consolidated trusts was $47 for the ninethree months ended September 30,March 31, 2022.
Debt serviceInterest payments, including accumulated paid-in-kind interest on the Sitka AAC NoteTier 2 Notes, were $51$50 for the ninethree months ended September 30, 2022. Debt service payments on the LSNI Ambac NoteMarch 31, 2023 and Sitka AAC Note were $51 and $14, respectively,$15 for the ninethree months ended September 30, 2021.March 31, 2022.
Payments related to (i) operatingG&A expenses were $75$37 and $65$34 for the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, respectively; and (ii) reinsurance premiums paid were $43$31 and $20$7 for the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, respectively
Net Legacy Financial Guarantee Insurance loss and loss expenses paid, including commutation payments, during the ninethree months ended September 30,March 31, 2023 and 2022 and 2021 are detailed below:
Nine Months Ended September 30,20222021
Three Months Ended March 31,Three Months Ended March 31,20232022
Net loss and loss expenses paid (recovered):Net loss and loss expenses paid (recovered):Net loss and loss expenses paid (recovered):
Net losses paidNet losses paid$239 $95 Net losses paid$5 $213 
Net subrogation received(1)Net subrogation received(1)(233)(85)Net subrogation received(1)(148)(177)
Net loss expenses paidNet loss expenses paid18 64 Net loss expenses paid3 (8)
Net cash flowNet cash flow$24 $74 Net cash flow$(140)$28 
(1) 2023 includes Nomura R&W settlement proceeds of $140
Future operating flows will primarily be impacted by net premium collections and investment coupon receipts, operatingG&A expenses, net claim and loss expense payments and interest payments on outstanding debt.
| Ambac Financial Group, Inc. 412023 First Quarter FORM 10-Q |


Financing Activities
Financing activities for the ninethree months ended September 30, 2022,March 31, 2023, included payments for extinguishmentredemption of surplus notesthe Tier 2 Notes of $58, share repurchases of $14$97 and paydowns and maturities of VIE debt obligations of $404$174 (including payments for the accelerations of the VIE trusts created from the Puerto Rico restructuring).
Financing activities for the ninethree months ended September 30, 2021,March 31, 2022, include paydowns of the LSNI Ambac Note of $1,641 and paydowns and maturities of VIE debt obligations of $133. Net cash used in financing activities was partially offset by net proceeds from issuance of Sitka AAC Note of $1,163.$49.
Collateral
AFS hedges a portion of the interest rate risk in the Legacy Financial Guarantee Insurance segment financial guarantee and investment portfolios, along with legacy customer interest rate swaps, with standardized derivative contracts, including financial futures contracts, which contain collateral or margin requirements. Under these hedge agreements, AFS is required to post collateral or margin to its counterparties and futures commission merchants to cover unrealized losses. In addition, AFS is required to post collateral or margin in excess of the amounts needed to cover unrealized losses. All AFS derivative contracts containing ratings-based downgrade triggers that could result in collateral or margin posting or a termination have been triggered. If terminations were to occur, AFS would be required to make termination payments but would also receive a return of collateral or margin in the form of cash or U.S. Treasury obligations with market values equal to or in excess of market values of the swaps and futures contracts. AFS may look to re-establish hedge positions that are terminated early, resulting in additional collateral or margin obligations. The amount of additional collateral or margin posted on derivatives contracts will depend on several variables including the degree to which counterparties exercise their termination rights (or agreements terminate automatically) and the terms on which hedges can be replaced. All collateral and margin obligations are currently met. Collateral and margin posted by AFS totaled a net amount of $77$71 (cash and securities collateral of $8$9 and $69,$61, respectively), including independent amounts, under these contracts at September 30, 2022.March 31, 2023.

| Ambac Financial Group, Inc. 662022 Third Quarter FORM 10-Q |


BALANCE SHEET ($ in millions)
Total assets decreasedincreased by approximately $2,891$246 from December 31, 2021,2022, to $9,412$8,219 at September 30, 2022,March 31, 2023, primarily due toto: (i) the reductionincrease in asset values of VIEs of $2,352. This decline$422, (ii) higher values on non-VIE invested assets and (iii) increases in premium receivables and reinsurance recoverables as a result of growth in the specialty P&C businesses. The increase in VIE assets was driven by increases in interest rates,collateral received by FG VIEs and increased asset values including due to impact of the strengthening of the US dollar against the British Pound Sterling and assets used to fund VIE obligation repayments. Additional declines in total assetsagainst the US dollar. These factors were the result of (i) the payment of loss and loss expenses, interest and operating expenses, (ii) declines in invested asset values, (iii) lower derivative assets caused by rising interest rates, (iv) lower subrogation recoverables, (v) repurchases of Ambac common stock and AAC surplus notes, and (vi) lower premium receivables and intangible assets from the continued runoff of the financial guarantee insurance portfolio, partially offset by cash(i) debt payments of $146 for the full redemption of Tier 2 Notes, and securities received relating(ii) $108 of payments from Ambac Assurance to the Interim Distribution from Puerto Ricosupport partial redemptions of HTA in connection with the PRHTA POA.Trust Certificates.
Total liabilities decreasedincreased by approximately $2,863$245 from December 31, 2021,2022, to $8,324$6,892 as of September 30, 2022,March 31, 2023, primarily due to reductionsincreases in the value of VIEs liabilities of $2,294$329 (consistent factors as noted above in assets)assets, including redemptions of HTA Trust Certificates). Additional liability declinesincreases driven by (i) payments ofhigher loss and loss expenses,adjustment expense reserves and (ii) repurchases of AAC surplus notes, and (iii) lower
derivativean increase in unearned premium from the specialty P&C businesses. These increases to total liabilities caused by rising interest rates;were partially offset by the establishmentredemption of a liability relating to the Interim Distribution received from Puerto Rico HTA that will need to be distributed by Ambac in connection with the PRHTA POA.Tier 2 Notes of $146.
As of September 30, 2022,March 31, 2023, total stockholders’ equity was $1,071,$1,307, compared with total stockholders’ equity of $1,098$1,305 at December 31, 2021.2022. This decreaseincrease was primarily due to the changesa decrease in unrealized losses on invested assets and lossesgains on foreign currency translation, partially offset by the net incomeloss for the ninethree months ended September 30,March 31, 2022.
Investment Portfolio
Ambac's investment portfolio is managed under established guidelines designed to meet the investment objectives of AAC, Everspan Group, Ambac UK and AFG. Refer to "Description of the Business – Investments and Investment Policy" located in Part I. Item 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2022, for further description of Ambac's investment policies and applicable regulations.
Ambac's investment policies and objectives do not apply to the assets of VIEs consolidated as a result of financial guarantees written by its insurance subsidiaries.

| Ambac Financial Group, Inc. 422023 First Quarter FORM 10-Q |


The following table summarizes the composition of Ambac’s investment portfolio, excluding VIE investments, at carrying value at September 30, 2022March 31, 2023 and December 31, 2021:2022:
Legacy Financial Guarantee InsuranceSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsolidatedMarch 31, 2023December 31, 2022
September 30, 2022
Legacy Financial Guarantee InsuranceSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsolidatedLegacy Financial Guarantee InsuranceSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsolidated
Fixed maturity securitiesFixed maturity securities$1,278 $94 $— $12 $1,384 Fixed maturity securities$1,371 $110 $ $13 $1,494 $1,281 $102 $— $12 $1,395 
Fixed maturity securities - tradingFixed maturity securities - trading105 — — — 105 Fixed maturity securities - trading29    29 59 — — — 59 
Short-termShort-term387 27 — 109 523 Short-term168 23  176 367 303 29 — 175 507 
Other investmentsOther investments543 — — 16 559 Other investments542   16 558 552 — — 16 568 
Fixed maturity securities pledged as collateralFixed maturity securities pledged as collateral69 — — — 69 Fixed maturity securities pledged as collateral61    61 64 — — — 64 
Total investments (1)
Total investments (1)
$2,382 $121 $ $137 $2,640 
Total investments (1)
$2,171 $133 $ $205 $2,509 $2,259 $131 $ $203 $2,593 
December 31, 2021
Fixed maturity securities$1,630 $72 $— $28 $1,730 
Fixed maturity securities - trading— — — — — 
Short-term258 32 — 124 414 
Other investments679 — — 11 690 
Fixed maturity securities pledged as collateral120 — — — 120 
Total investments (1)
$2,687 $104 $ $164 $2,955 
(1)    Includes investments denominated in non-US dollar currencies with a fair value of £296£263 ($330)324) and €37 ($37) as of September 30, 2022 and £341 ($462) and €38€40 ($43) as of March 31, 2023 and £296 ($357) and €39 ($42) as of December 31, 2021.2022.
Ambac invests in various asset classes in its fixed maturity securities portfolio. Other investments primarily consist of diversified interests in pooled funds. Refer to Note 4. Investments to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Form 10-Q for information about fixed maturity securities and pooled funds by asset class.
| Ambac Financial Group, Inc. 672022 Third Quarter FORM 10-Q |


The following charts provide the ratings(1) distribution of the fixed maturity investment portfolio based on fair value at September 30, 2022March 31, 2023 and December 31, 2021:2022:
ambc-20220930_g4.jpg
ambc-20220930_g5.jpg3168549755850384
(1)Ratings are based on the lower of Moody’s or S&P ratings. If ratings are unavailable from Moody's or S&P, Fitch ratings are used. If guaranteed, rating represents the higher of the underlying or guarantor’s financial strength rating.
(2)Below investment grade and not rated bonds insured by Ambac represent 22%19% and 32%19% of the September 30, 2022,March 31, 2023, and December 31, 2021,2022, combined fixed maturity portfolio, respectively. The decrease is primarily due to the impact of the settlement of insured Puerto Rico bonds described above, under
| Ambac Financial Guarantees in Force - AAC-Insured Bond Effective Date Transactions.Group, Inc. 432023 First Quarter FORM 10-Q |


Premium Receivables
Ambac's premium receivables decreasedincreased to $268$272 at September 30, 2022,March 31, 2023, from $323$269 at December 31, 2021.2022. As further discussed in Note 6. Insurance Contracts, the decreaseincrease is primarily due to activities in the Legacy Financial Guarantee Insurance Segment partially offset by growth in the Specialty P&C Insurance Segment. The Legacy Financial Guarantee Insurance Segment declines are due to premium receipts, impact of foreign currency movements and adjustments for changes in expected and contractual cash flows, partially offset by accretion of the premium receivable discount and decreases to the allowance for credit losses. At September 30, 2022,March 31, 2023, Legacy Financial Guarantee Insurance and Specialty P&C premiums receivables were $259$256 and $9,$17, respectively.
Premium receivables by payment currency were as follows:
CurrencyCurrencyPremium Receivable in
Payment Currency
Premium Receivable in
U.S. Dollars
CurrencyPremium Receivable in
Payment Currency
Premium Receivable in
U.S. Dollars
U.S. DollarsU.S. Dollars$181 $181 U.S. Dollars$182 $182 
British PoundsBritish Pounds£66 73 British Pounds£61 75 
EurosEuros14 14 Euros13 15 
TotalTotal$268 Total$272 
Reinsurance Recoverable on Paid and Unpaid Losses
Ambac has reinsurance in place pursuant to surplus share treaty and facultative agreements. To minimize its exposure to losses from reinsurers, Ambac (i) monitors the financial condition of its reinsurers; (ii) is entitled to receive collateral from its reinsurance counterparties under certain reinsurance contracts; and (iii) has certain cancellation rights that can be exercised in the event of rating agency downgrades of a reinsurer (among other events and circumstances). For thoseThose reinsurance counterparties that do not currently post collateral Ambac’s reinsurers are well capitalized, highly rated, authorized capacity providers. Ambac benefited from letters of credit and collateral amounting to approximately $99$115 from its reinsurers at September 30, 2022.March 31, 2023.  Additionally, while legacy liabilities from the 21st Century Companies and PWIC acquisitions were fully ceded to certain reinsurers, Everspan also benefits from an unlimited, uncapped indemnity from the respective sellers to mitigate any residual risk to these reinsurers. As of September 30, 2022March 31, 2023 and December 31, 2021,2022, reinsurance recoverable on paid and unpaid losses were $80$130 and $55,$115, respectively primarily due to growth in the Specialty P&C Insurance Segment, including an increase to reinsurance recoverables related to legacy liabilities which were $47 and $30 as of September 30, 2022 and December 31, 2021, respectively.Segment.
Intangible Assets
Intangible assets primarily include (i) an insurance intangible asset that was established at AFG's emergence from bankruptcy (Legacy Financial Guarantee Insurance Segment) in 2013, representing the difference between the fair value and aggregate
carrying value of the financial guarantee insurance and reinsurance assets and liabilities of $272$261 at September 30, 2022,March 31, 2023, (ii) intangible assets established as part of acquisitions in the acquisitionInsurance Distribution business of
| Ambac Financial Group, Inc. 682022 Third Quarter FORM 10-Q |


Xchange (Insurance Distribution Segment) on December $46 at March 31, 2020 of $31 at September 30, 2022, and2023, (iii) indefinite-lived intangible assets establishedin the Specialty P&C business as part of theits acquisitions of PWIC on October 1, 2021 and the 21st Century Companies on January 3, 2022 (Specialty Property & Casualty Insurance segment) of $14 at September 30, 2022.March 31, 2023.
As of September 30, 2022March 31, 2023 and December 31, 2021,2022, intangible assets were $318$321 and $362,$326, respectively. The decline is primarily due todriven by amortization partially offset byand translation gains (losses) from the new intangible asset acquired during 2022.consolidation of Ambac's foreign subsidiary (Ambac UK).
Derivative Assets and Liabilities
The interest rate derivative portfolio is positioned to benefit from rising rates as a partial economic hedge against interest rate exposure in the Legacy Financial Guarantee insurance and investment portfolios. Derivative assets decreasedincreased from $76$27 at December 31, 2021,2022, to $28$31 as of September 30, 2022.March 31, 2023. Derivative liabilities decreasedincreased from $95$38 at December 31, 2021,2022, to $40$44 as of September 30, 2022.March 31, 2023. The net decreasesincreases resulted primarily from higherlower interest rates during the ninethree months ended September 30, 2022.March 31, 2023.
Loss and Loss Expense Reserves and Subrogation Recoverable
Loss and loss expense reserves are based upon estimates of the ultimate aggregate losses inherent in the non-derivative portfolio for insurance policies issued to beneficiaries, excluding consolidated VIEs.
The evaluation process for determining the level of reserves is subject to certain estimates and judgments. Refer to the "Critical Accounting Policies and Estimates" and “Results of Operations” sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations, in addition to Basis of Presentation and Significant Accounting Policies and Loss Reserves sections included in Note 2. Basis of Presentation and Significant Accounting Policies and Note 7.8. Insurance Contracts, respectively, of the Consolidated Financial Statements included in Part II, Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2022, for further information on loss and loss expenses.
The loss and loss expense reserves, net of subrogation recoverables and before reinsurance as of September 30, 2022March 31, 2023 and December 31, 2021,2022, were $(940)$705 and $(522),$534, respectively.

Loss and loss expense reserves are included in the Unaudited Consolidated Balance Sheets as follows:
March 31, 2023:December 31, 2022:
Specialty Property and CasualtyLegacy Financial GuaranteeSpecialty Property and CasualtyLegacy Financial GuaranteeSpecialty Property and CasualtyLegacy Financial Guarantee
Present Value of Expected
Net Cash Flows
Unearned
Premium
Revenue
Gross Loss
and Loss
Expense
Reserves
Present Value of Expected
Net Cash Flows
Unearned
Premium
Revenue
Gross Loss and Loss Expense
Reserves
Present Value of Expected
Net Cash Flows
Unearned
Premium
Revenue
Gross Loss and Loss Expense
Reserves
Balance Sheet Line ItemBalance Sheet Line ItemGross Loss
and Loss
Expense
Reserves
Claims and
Loss
Expenses
Recoveries (1)
Balance Sheet Line ItemGross Loss and Loss Expense
Reserves
Claims and
Loss Expenses
Recoveries (1)
Gross Loss and Loss Expense
Reserves
Claims and
Loss Expenses
Recoveries (1)
September 30, 2022:
Loss and loss expense reservesLoss and loss expense reserves$75 $1,174 $(205)$(34)$1,009 Loss and loss expense reserves$107 $822 $(48)$(30)$851 $90 $787 $(44)$(28)$805 
Subrogation recoverableSubrogation recoverable 37 (1,986) (1,949)Subrogation recoverable 2 (148) (146)— (276)— (271)
TotalsTotals$75 $1,211 $(2,192)$(34)$(940)Totals$107 $824 $(196)$(30)$705 $90 $791 $(319)$(28)$534 
December 31, 2021:
Loss and loss expense reserves$32 $1,749 $(155)$(56)$1,570 
Subrogation recoverable— 88 (2,180)— (2,092)
Totals$32 $1,837 $(2,335)$(56)$(522)
(1)Present value of future recoveries includes R&W subrogation recoveries of $1,811$0 and $1,730$140 at September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively.
| Ambac Financial Group, Inc. 6944 2022 Third2023 First Quarter FORM 10-Q |


Legacy Financial Guarantee Insurance:
Ambac has exposure to various bond types issued in the debt capital markets. Our experience has shown that, for the majority of bond types, we have not experienced significant claims. The bond types that have experienced significant claims, including through commutations, are residential mortgage-backed securities (“RMBS”), student loan securities and public finance securities. These bond types represent 93%91% of our ever-to-date insurance claims recorded, with RMBS comprising 73%61%. The table below indicates gross par outstanding and the components of gross loss and loss expense reserves related to policies in Ambac’s gross loss and loss expense reserves at September 30, 2022March 31, 2023 and December 31, 2021:2022:
Gross
Par
Outstanding (1)
Present Value of Expected
Net Cash Flows
Unearned
Premium
Revenue
Gross Loss
and Loss
Expense
Reserves
(1)(2)
March 31, 2023:December 31, 2022:
Claims and
Loss
Expenses
Recoveries
Gross Par
Outstanding (1)
Present Value of Expected
Net Cash Flows
Unearned
Premium
Revenue
Gross Loss and Loss Expense
Reserves
(1)(2)
Gross Par
Outstanding (1)
Present Value of Expected
Net Cash Flows
Unearned
Premium
Revenue
Gross Loss and Loss Expense
Reserves
(1)(2)
September 30, 2022:
Gross Par
Outstanding (1)
Claims and
Loss Expenses
RecoveriesUnearned
Premium
Revenue
Gross Loss and Loss Expense
Reserves
(1)(2)
Gross Par
Outstanding (1)
Claims and
Loss Expenses
RecoveriesUnearned
Premium
Revenue
Gross Loss and Loss Expense
Reserves
(1)(2)
Structured FinanceStructured Finance$2,073 $670 $(1,968)$(8)$(1,306)Structured Finance$704 $(173)$664 $(296)
Domestic Public Finance (3)
Domestic Public Finance (3)
1,657 481 (220)(19)242 
Domestic Public Finance (3)
1,069 96 (8)(9)79 1,215 96 (11)(10)75 
Other1,083 22 (4)(7)11 
Other, including International financeOther, including International finance1,107 18 (15)(11)(8)782 23 (12)(8)
Loss expensesLoss expenses 38   38 Loss expenses 6   6 — — — 
TotalsTotals$4,813 $1,211 $(2,192)$(34)$(1,015)Totals$4,185 $824 $(196)$(30)$598 $4,047 $791 $(319)$(28)$444 
December 31, 2021:
Structured Finance$2,371 $852 $(2,018)$(12)$(1,178)
Domestic Public Finance2,742 905 (312)(31)562 
Other1,189 35 (5)(13)17 
Loss expenses— 45 — — 45 
Total$6,302 $1,837 $(2,485)$(56)$(554)
(1)    Ceded par outstanding on policies with loss reserves and ceded loss and loss expense reserves are $525were $450 and $10$34 respectively, at September 30, 2022,March 31, 2023, and $784$472 and $24,$33, respectively at December 31, 2021.2022. Recoverable ceded loss and loss expense reserves are included in Reinsurance recoverable on paid and unpaid losses on the balance sheet.
(2)    Loss reserves are included in the balance sheet as Loss and loss expense reserves or Subrogation recoverable dependent on if a policy is in a net liability or net recoverable position.
(3)    As a result of the Puerto Rico restructuring and the subsequent acceleration of the AAC insured PRIFA and CCDA bonds gross par outstanding was reduced by $593.

Variability of Expected Losses and Recoveries
Ambac’s management believes that the estimated future loss component of loss reserves (present value of expected net cash flows) are adequate to cover future claims presented, but there can be no assurance that the ultimate liability will not be higher than such estimates.
ItWhile our loss reserves consider our judgment regarding issuers’ financial flexibility to adapt to adverse markets, they may not adequately capture sudden, unexpected or protracted uncertainty that adversely affects market conditions. Accordingly, it is possible that our estimated future lossesloss reserves, gross of reinsurance, for financial guarantee insurance policies discussed above could be understated or that our estimated future recoveries could be overstated.understated. We have attempted to identify possible cash flows related to losses and recoveries using more stressful assumptions than the probability-weighted outcome recorded. The possible net cash flows consider the highest stress scenario that was utilized in the development of our probability-weighted expected loss at September 30, 2022,March 31, 2023, and among other things, assumes an inability to execute any commutation transactions with issuers and/or investors. Such stress scenarios are developed based on management’s view about all possible outcomes relating to losses and recoveries. In arriving at such view, management makes considerable judgments about the possibility of various future events. Although we do not believe it is possible to have stressed outcomes in all cases, it is possible that we could have stress case outcomes in some or even many cases. See “Risk Factors” in Part I, Item 1A as well as the descriptions of "RMBS Variability," "Public Finance Variability," "Student Loan Variability," and
"Other "Other Credits, including Ambac UK, Variability" in Part II, Item 7 of the Company's 20212022 Annual Report on Form 10-K, and Part II, Item1A "Risk Factors" of this Quarterly Report, for further discussion of the risks relating to future losses and recoveries that could result in more highly stressed outcomes, as well as the descriptions of "Structured Finance Variability," "Domestic
Public Finance Variability," and "Other Variability" appearing below.
The occurrence of these stressed outcomes individually or collectively would have a material adverse effect on our results of operations and financial condition and may result in materially adverse consequence for the Company,Ambac, including (without limitation) impairing the ability of AAC to honor its financial obligations, particularly its outstanding surplus note and preferred stock obligations; the initiation of rehabilitation proceedings against AAC; decreased likelihood of AAC delivering value to AFG, through dividends or otherwise; and a significant drop in the value of securities issued or insured by AFG or AAC.
Structured Finance Variability
RMBS:
Changes to assumptions that could make our reserves under-estimated include an increase in interest rates, deterioration in housing prices, poor servicing, government intervention into the functioning of the mortgage market and the general effect of a weakened economy characterized by growing unemployment and wage pressures. During the first quarter of 2023, Ambac revised the model it uses to project RMBS collateral losses considering the seasoning of our RMBS exposure and management’s view that the most relevant determinant of prospective collateral performance is borrower payment status. Individual home price appreciation/depreciation has become less critical a determinant of performance considering the general appreciation in home values over the past few years as well as the impact of loan modifications. The average estimated loan-to-values of the collateral related to insured exposures have declined to under 50% from peaks above 110%. Projected losses in our RMBS exposures and related loss reserves, may increase or decrease in the future. Possible stress case losses assume higher default rates, loss severities and lower prepayments.
| Ambac Financial Group, Inc. 7045 2022 Third2023 First Quarter FORM 10-Q |


pressures. We utilize a model to project losses in our RMBS exposures and changes to reserves, either upward or downward, are not unlikely if we used a different model or methodology to project losses. In the case of both first and second-lien exposures, the possible stress case assumes a lower housing price appreciation projection, which in turn drives higher defaults and severities.
Student Loans:
Changes to assumptions that could make our reserves under-estimated include, but are not limited to, increases in interest rates, default rates and loss severities on the collateral due to economic or other factors, including the economic impact from public health crises and/or natural or other catastrophic events. Such factors may include lower recoveries on defaulted loans or additional losses on collateral or trust assets, including as a result of any enforcement actions by the Consumer Finance Protection Bureau.
Structured Finance Variability:
Using the approaches described above, the possible increase in loss reserves for structured finance credits for which we have an estimate of expected loss at September 30, 2022,March 31, 2023, could be approximately $15. Combined with the absence of any unsettled R&W subrogation recoveries, a possible increase in loss reserves for structured finance credits could be approximately $115. Additionally, loss payments are sensitive to changes in interest rates, increasing as interest rates rise. For example, an increase in interest rates of 1% could increase our estimate of expected losses by approximately $25.$70. There can be no assurance that losses may not exceed such amounts. Due to the uncertainties related to risks associated with structured finance credits, there can be no assurance that losses may not exceed our stress case estimates.
Domestic Public Finance Variability:
Ambac’s U.S. public finance portfolio predominantly consists of municipal bonds such as general and revenue obligations and lease and tax-backed obligations of state and local government entities; however, the portfolio also includes a wide array of non-municipal types of bonds, including financings for not-for-profit entities and transactions with public and private elements, which generally finance infrastructure, housing and other public purpose facilities and interests.interests, the largest sector of which is U.S. military housing.
It is possible our loss reserves for public finance credits may be under-estimated if issuers are faced with prolonged exposure to adverse political, judicial, economic, fiscal or socioeconomic events or trends. Additionally, our loss reserves may be under-estimated because of the local, regional or national economic impact from public health crises and/or natural or other catastrophic events.
Our experience with the city of Detroit's bankruptcy and Commonwealth of Puerto Rico's Title III proceedings as well as other municipal bankruptcies demonstrates the preferential treatment of certain creditor classes, especially the public pensions. The cost of pensions and the need to address frequently sizable unfunded or underfunded pensions is often a key driver of stress for many municipalities and their related authorities, including entities to whom we have significant exposure, such as
Chicago's school district, the State of New Jersey and many others. Less severe treatment of pension obligations in bankruptcy may lead to worse outcomes for traditional debt creditors.
Variability of outcomes applies to even what are generally considered more secure municipal financings, such as dedicated sales tax revenue bonds that capture sales tax revenues for debt service ahead of any amounts being deposited into the general fund of an issuer. In the case of the Puerto Rico COFINA sales tax bonds that were part of the Commonwealth of Puerto Rico's Title III proceedings, AAC and other creditors agreed to settle at a recovery rate equal to about 93% of pre-petition amounts owed on the Ambac insured senior COFINA bonds. In the COFINA case, the senior bonds still received a reduction or "haircut"
despite the existence of junior COFINA bonds, which received a recovery rate equal to about 56% of pre-petition amounts owed.
In addition, municipal entities may be more inclined to use bankruptcy to resolve their financial stresses if they believe preferred outcomes for various creditor groups can be achieved. We expect municipal bankruptcies and defaults to continue to be challenging to project given the unique political, economic, fiscal, legal, governance and public policy differences among municipalities as well as the complexity, long duration and relative infrequency of the cases themselves in forums with a scarcity of legal precedent. Moreover, issuers in Chapter 9 or similar proceedings may obtain judicial rulings and orders that impair creditors' rights or their ability to collect on amounts owed. In certain cases, judicial decisions may be contrary to AAC's expectations or understanding of the law or its rights thereunder, which may lead to worse outcomes in Chapter 9 or similar proceedings than anticipated at the outset.
Another potentially adverse development that could cause the loss reserves on our public finance credits to be underestimated is deterioration in the municipal bond market, resulting from reduced or limited access to alternative forms of credit (such as bank loans) or other exogenous factors, such as changes in tax law that could reduce certain municipal investors' appetite for tax-exempt municipal bonds or put pressure on issuers in states with high state and local taxes. These factors could deprive issuers access to funding at a level necessary to avoid defaulting on their obligations.
Following the March 15,December 6, 2022, consummation of the Eighth AmendedPRHTA POA the PRIFA QM and the CCDA QM, all of Ambac’s exposures to the Commonwealth of Puerto Rico across various instrumentalities with the exception of PRHTA have now been restructured. PRHTA is subjectrestructured and AAC's exposures to the PRHTA POA that was confirmed October 12, 2022, and that is expectedPuerto Rico has been reduced to become effective in the fourth quarter 2022.$106 of net par outstanding at March 31, 2023. However, some uncertainty remains as to (i) the value of the consideration provided by or on behalf of the debtors under the Eighth Amended POA as it relates to the Interim Distribution of Clawback CVI to PRHTA creditorsextent and to the new PRHTA bonds or cash under PRHTA POA; (ii) the extenttiming to which exposure management strategies, such as commutation and acceleration, will be executed for PRHTA;to further reduce exposure to Puerto Rico, and, (iii) other factors, includingto a lesser extent, market conditions such as interest rate movements, and credit spread changes on the newremaining plan consideration supporting AAC-insured Puerto Rico exposure in trusts, such as COFINA bonds and PRHTA '98 CVI instruments. Losses may exceed current reserves in a material
| Ambac Financial Group, Inc. 712022 Third Quarter FORM 10-Q |


manner due to favorable or unfavorable developments or results with respect to these factors. See Note 6. Insurance Contracts and Note 14. Commitments and Contingencies to the Consolidated Financial Statements in Part I and "Financial Guarantees in Force" section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II in this Form 10-Q for further updates relating to Puerto Rico.
Material additional losses on our public finance credits caused by the aforementioned factors would have a material adverse effect on our results of operations and financial condition. For the public finance credits, including Puerto Rico, for which we have an estimate of expected loss at September 30, 2022,March 31, 2023, the possible increase in loss reserves could be approximately $145$120 and there can be no assurance that losses may not exceed our stress case estimates.
Other Credits, including International Finance Variability:
It is possible our loss reserves on other types of credits, including those insured by Ambac UK, may be under-estimated because of various risks that vary widely, including the risk that we may not be able to recover or mitigate losses through our remediation processes. For all other credits, including Ambac UK, for which we have an estimate of expected loss, the sum of all the highest stress case loss scenarios is approximately $285$310 greater than the
| Ambac Financial Group, Inc. 462023 First Quarter FORM 10-Q |


loss reserves at September 30, 2022.March 31, 2023. There can be no assurance that losses may not exceed our stress case estimates.
Long-term Debt
Long-term debt consists ofincludes AAC surplus notes issued by AAC,and the Sitka AAC Note, Tier 2 Notes issued in connection with the Rehabilitation Exit Transactions, and Ambac UK debt issued in connection with the 2019 Ballantyne commutation. All long-term debt relates to the Legacy Financial Guarantee segment.
The carrying value of each of these as of September 30, 2022March 31, 2023 and December 31, 20212022 is below:
September 30,
2022
December 31, 2021March 31,
2023
December 31, 2022
Surplus notesSurplus notes$675 $729 Surplus notes$481 $477 
Sitka AAC note1,157 1,154 
Tier 2 notesTier 2 notes354 333 Tier 2 notes 146 
Ambac UK debtAmbac UK debt15 15 Ambac UK debt16 16 
Total Long-term DebtTotal Long-term Debt$2,201 $2,230 Total Long-term Debt$497 $639 
The decrease in long-term debt from December 31, 2021,2022, resulted from repurchasesredemption of surplus notes, partially offset by paid-in-kind interest onthe Tier 2 Notes andduring the quarter ended March 31, 2023, partially offset by accretion on the carrying value of Sitka AAC Notesurplus notes and Ambac UK debt. The Sitka AAC Note was wholly redeemed and the Tier 2 Notes were partially redeemed following the receipt of recoveries under the Settlement Agreement with Bank of America Corporation and related entities in October 2022. See Note 1. Background and Business Description in the Notes to the Unaudited Consolidated Financial Statements included in Part I,II, Item 18 in thisthe Company’s Annual Report on Form 10-Q.10-K for the year ended December 31, 2022, for further details on the redemption of the Tier 2 Notes.
VARIABLE INTEREST ENTITIES
Please refer to Note 9. Variable Interest Entities to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Form 10-Q and Note 2. Basis of Presentation and Significant Accounting Policies and Note 11.12. Variable Interest Entities to the Consolidated Financial Statements, included in Part II, Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2022, for information regarding variable interest entities.
ACCOUNTING STANDARDS
There are no new accounting standards applicable to Ambac that have been issued but not yet adopted.
Please refer to Note 2. Basis of Presentation and Significant Accounting Policies to the Consolidated Financial Statements, included in Part II, Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and in Part I, Item 1 on this Form 10-Q for a discussion of the impact of other recent accounting pronouncements on Ambac’s financial condition and results of operations.
U.S. INSURANCE STATUTORY BASIS FINANCIAL RESULTS ($ in million)
AFG's U.S. insurance subsidiaries prepare financial statements under accounting practices prescribed or permitted by its domiciliary state regulator (“SAP”) for determining and reporting the financial condition and results of operations of an insurance company. The National Association of Insurance Commissioners (“NAIC”) Accounting Practices and Procedures manual (“NAIC SAP”) is adopted as a component of prescribed practices by each domiciliary state. For further information, see "Ambac Assurance Statutory Basis Financial Results," in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Note 8.9. Insurance Regulatory Restrictions to the Consolidated Financial Statements included in Part II, Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.2022.
Ambac Assurance Corporation
AAC’s statutory policyholder surplus and qualified statutory capital (defined as the sum of policyholders surplus and mandatory contingency reserves) were $870$595 and $1,457$1,193 at September 30, 2022,March 31, 2023, respectively, as compared to $757$598 and $1,322$1,191 at December 31, 2021,2022, respectively.  As of September 30, 2022,March 31, 2023, statutory policyholder surplus and qualified statutory capital included $788$519 principal balance of surplus notes outstanding and $138$115 liquidation preference of preferred stock outstanding. These surplus notes (in addition to related accrued interest of $629$438 that is not recorded under statutory basis accounting principles); preferred stock; and all other liabilities, including insurance claims the Sitka AAC Note and the Tier 2 Notes are obligations that, individually and collectively, have claims on the resources of AAC that are senior to AFG's equity and therefore impede AFG's ability to realize residual value and/or receive dividends from AAC. The driver to the net increasedecrease in policyholder surplus was the statutory net incomeloss of $211$9 for the
| Ambac Financial Group, Inc. 722022 Third Quarter FORM 10-Q |


nine three months ended September 30, 2022, largely driven by the statutory net income impact of the Bank of America litigation settlement gain of $183 million, partially offset by (i) repurchase of surplus notes for $58, (ii)March 31, 2023 and contingency reserve contribution of $21, and (iii) decrease$4, partially offset by an increase in fair value with undistributed earnings (losses) of pooled funds of $16. The Bank$4 and unrealized gain on unrated securities of America Settlement proceeds were received in October 2022.$2.
AAC's statutory surplus and therefore AFG's ultimate ability to realize residual value and/or dividends from AAC is sensitive to multiple factors, including: (i) loss reserve development, (ii) settlements or other resolutions of remaining representation and warranty breach claims at amounts that differ from amounts recorded, including failures to collect such amounts or receive recoveries sufficient to pay or redeem obligations of AAC, including the remaining balance of the Tier 2 Notes (after the partial repayment in October 2022), (iii) approval by OCI of payments on surplus notes, (iv)(iii) ongoing interest costs associated with surplus notes, and Tier 2 Notes, (v)(iv) swap gains and losses at AFS, the financial position of which is supported by certain guarantees and financing arrangementarrangements from AAC, (vi)(v) first time payment defaults of insured obligations, which increase statutory loss reserves, (vii)(vi) commutations of insurance policies or credit derivative contracts at amounts that differ from the amount of liabilities recorded, (viii)(vii) reinsurance contract terminations at amounts that differ from net assets recorded, (ix)(viii) changes to the fair value of pooled fund and other investments carried at fair value, (x)(ix) realized gains and losses, including losses arising from other than temporary impairments of investment securities, (xi)(x) the ultimate residual value of Ambac UK, which may be impacted by numerous factors including foreign exchange rates, and (xii)(xi) future changes to prescribed practices.practices by the OCI.
Everspan Indemnity Insurance Company
Everspan Indemnity Insurance Company’s statutory policyholder surplus was $109$106.3 at September 30, 2022,March 31, 2023, as compared to $106$107.5 at December 31, 2021. 
2022. The significant driversdriver to the increase in policyholder surplus were capital contributionsdecrease was a net loss of $15 partially offset by the admitted asset limitation on goodwill within investment in subsidiaries, and operating expenses$1.3 during the ninethree months ended September 30, 2022.March 31, 2023.
AMBAC UK FINANCIAL RESULTS UNDER UK ACCOUNTING PRINCIPLES (£ in millions)
Ambac UK is required to prepare financial statements under FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland." Ambac UK’s shareholder funds under UK GAAP were £466£473 at September 30, 2022,March 31, 2023, as compared to £444£468 at December 31, 2021.2022. At September 30, 2022,March 31, 2023, the carrying value of cash and investments was £526, an£511, a increase from £500£508 at December 31, 2021.2022. The increase in shareholders’ funds and cash and investments was primarily due to the continued receipt of premiums and foreign exchangeinvestment gains, partially offset by investmentforeign
| Ambac Financial Group, Inc. 472023 First Quarter FORM 10-Q |


exchange losses, operatinggeneral and administrative expenses and tax payments.
Ambac UK is also required to prepare financial information in accordance with the Solvency II Directive.  The basis of preparation of this information is significantly different from both US GAAP and UK GAAP. Available and eligible capital resources under Solvency II, to meet solvency capital requirements, were a surplus of £287£338 at June 30,December 31, 2022, the most recently published position, of which £282 were eligible to meet solvency capital requirements.position. Eligible capital resources at June 30,December 31, 2022, were in comparison to regulatory capital requirements of £228.£213. Therefore, Ambac UK hadwas in a surplus position in terms of capital resources as compared tocompliance with applicable regulatory capital requirements of £54by £125 at June 30,December 31, 2022.

NON-GAAP FINANCIAL MEASURES
($ in millions)
In addition to reporting the Company’s quarterly financial results in accordance with GAAP, Thethe Company currently reports threeis reporting non-GAAP financial measures: EBITDA, adjusted earningsAdjusted Net Income and adjusted book value. The most directly comparable GAAP measuresAdjusted Book Value. These amounts are pre-tax net income for EBITDA, net income attributable to common stockholders for adjusted earnings and Total Ambac Financial Group, Inc. stockholders’ equity for adjusted book value. A non-GAAPderived from our consolidated financial measure is a numerical measure ofinformation, but are not presented in our consolidated financial performance or financial position that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presentedstatements prepared in accordance with GAAP.
We present such non-GAAP supplemental financial information because we believe such information is of interest to the investment community, and that it provides greater transparency and enhanced visibility into the underlying drivers and performance of our businesses on a basis that may not be otherwise apparent on a GAAP basis. We view these non-GAAP
financial measures as important indicators when assessing and evaluating our performance on a segmented and consolidated basis.basis and they are presented to improve the comparability of our results between periods by eliminating the impact of the items that may not be representative of our core operating performance. These non-GAAP financial measures are not substitutes for the Company’s GAAP reporting, should not be viewed in isolation and may differ from similar reporting provided by other companies, which may define non-GAAP measures differently.
Beginning January 1, 2023, Ambac hasreplaced the non-GAAP measure Adjusted Earnings with a significant U.S. tax net operating loss (“NOL”) that is offset by a full valuation allowancenew non-GAAP measure Adjusted Net Income to better align with other participants in the GAAP consolidated financial statements. As a result of thisProperty & Casualty insurance industry, including insurance carriers and other considerations, we utilized a 0% effective tax ratepeers in the insurance distribution business. We are presenting Adjusted Net Income for the current and prior periods contained within this Form 10-Q so this non-GAAP adjustments forfinancial measure compares both Adjusted Earnings and Adjusted Book Value; which is subject to change.periods on the same basis.
The following paragraphs define each non-GAAP financial measure. A tabular reconciliation of the non-GAAP financial measure and the most directly comparable GAAP financial measure is also presented below.
EBITDA.EBITDA — We define EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization of intangible assets. EBITDA is also adjusted for noncontrolling interests in subsidiaries where Ambac does not own 100%. The following table reconciles pre-tax net income (loss) to the non-GAAP measure, EBITDA on a consolidation and segment basis for all periods presented:

Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Legacy Financial Guarantee InsuranceSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsoli-datedLegacy Financial Guarantee InsuranceSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsoli-dated
Net income (loss)$(36)$(1)$3$$(33)$6$(2)$2$(3)$2
Adjustments:
Interest expense16164444
Income taxes44
Depreciation
Amortization of intangible assets61714114
EBITDA (1)
$(9)$(1)$5$$(5)$65$(2)$3$(3)$62
(1)    EBITDA is prior to the impact of noncontrolling interests, and relates to subsidiaries where Ambac does not own 100% in the amounts, of $1 and $1 for the three months ended March 31, 2023 and 2022, respectively. These noncontrolling interests are primarily in the Insurance Distribution segment.
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Legacy Financial Guarantee InsuranceSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsolidated
Three Months Ended September 30, 2022
Pretax income (loss) (1)
$349$(1)$1$(6)$342
Adjustments:
Interest expense4949
Depreciation
Amortization of intangible assets516
Net (gain) attributable to noncontrolling interest
Earnings before interest, taxes, depreciation and amortization$403$(1)$1$(6)$397
Three Months Ended September 30, 2021
Pretax income (loss) (1)
$27$(2)$1$(6)$19
Adjustments:
Interest expense4444
Depreciation
Amortization of intangible assets10111
Net (gain) attributable to noncontrolling interest
Earnings before interest, taxes, depreciation and amortization$81$(2)$1$(6)$74
Legacy Financial Guarantee InsuranceSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsolidated
Nine Months Ended September 30, 2022
Pretax income (loss) (1)
$362$(5)$3$(8)$352
Adjustments:
Interest expense138138
Depreciation11
Amortization of intangible assets32234
Net (gain) attributable to noncontrolling interest(1)(1)
Earnings before interest, taxes, depreciation and amortization$533$(5)$4$(8)$523
Nine Months Ended September 30, 2021
Pretax income (loss) (1)
$35$(4)$3$(12)$21
Adjustments:
Interest expense144144
Depreciation11
Amortization of intangible assets42244
Net (gain) attributable to noncontrolling interest(1)(1)
Earnings before interest, taxes, depreciation and amortization$221$(4)$4$(12)$209
(1)    Pretax income (loss) is prior to the impact of noncontrolling interests.
Adjusted EarningsNet Income (Loss). — We define Adjusted earnings (loss) is definedNet Income (Loss) as net income (loss) attributable to common stockholders as reported under GAAP, adjusted to reflect the following items: (i) net investment (gains) losses, including impairments; (ii) amortization of intangible assets; (iii) litigation costs, including attorneys fees and other expenses to defend litigation against the Company, excluding loss adjustment expenses; (iv) foreign exchange (gains) losses; (v) workforce change costs, which primarily include severance and other costs related to employee terminations; and (vi) net (gain) loss on an after-tax basisextinguishment of debt. Adjusted Net Income is also adjusted for the following:
Insurance intangible amortization: Eliminationeffect of the amortization ofabove items on both income taxes and noncontrolling interests. The income tax effects are determined by applying the financial guarantee insurance intangible assetstatutory tax rate in each jurisdiction that arose as a result of Ambac’s emergence from bankruptcy and the implementation of Fresh Start reporting. This adjustment ensures that all financial guarantee contracts are accounted for consistent with the provisions of the Financial Services – Insurance Topic of the ASC.
Foreign exchange (gains) losses: Elimination of the foreign exchange gains (losses) on the re-measurement of assets, liabilities and transactions in non-functional currencies. This adjustment eliminates the foreign exchange gains (losses) on all assets, liabilities and transactions in non-functional currencies, which enables users of our financial statementsgenerate these adjustments. The noncontrolling interest adjustments relate to better view the results without the impact of fluctuations in foreign currency exchange rates and facilitates period-to-period comparisons of Ambac's operating performance.
|subsidiaries where Ambac Financial Group, Inc. does not own 100%742022 Third Quarter FORM 10-Q |


The following table reconciles net income (loss) attributable to common stockholders to the non-GAAP measure, Adjusted Earnings (loss) on a dollar amount and per diluted share basis, for all periods presented:net income:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended March 31,
202220212022202120232022
($ in millions, except share data)($ in millions, except share data)$ Amount
Per Diluted Share (1)
$ Amount
Per Diluted Share (1)
$ Amount
Per Diluted Share (1)
$ Amount
Per Diluted Share (1)
($ in millions, except share data)$ AmountPer Share$ AmountPer Share
Net income attributable to common stockholders$340 $7.41 $17 $0.35 $347 $7.48 $5 $(0.19)
Net income (loss) attributable to common shareholdersNet income (loss) attributable to common shareholders$(33)$(0.73)$2 0.04 
Adjustments:Adjustments:Adjustments:
Net investment (gains) losses, including impairmentsNet investment (gains) losses, including impairments4 0.10 (10)(0.21)
Intangible amortizationIntangible amortization7 0.15 14 0.30 
Insurance intangible amortization5 0.11 10 0.22 32 0.68 42 0.90 
Litigation costsLitigation costs9 0.19 0.08 
Foreign exchange (gains) lossesForeign exchange (gains) losses (0.01)0.02 
Foreign exchange (gains) losses(7)(0.15)(2)(0.04)(14)(0.30)0.12 
Workforce change costsWorkforce change costs1 0.02 — — 
(13)$(0.28)11 $0.23 
Adjusted earnings$338 $7.37 $25 $0.53 $365 $7.86 $53 $0.83 
Income tax effectsIncome tax effects(1)(0.02)— — 
Net (gains) attributable to noncontrolling interestsNet (gains) attributable to noncontrolling interests  — — 
Adjusted net income (loss)Adjusted net income (loss)$(14)$(0.30)$11 $0.23 
(1)    Per Diluted share includes the impact of adjusting redeemable noncontrolling interest to its redemption value
Adjusted Book Value.Value. Adjusted book value is defined as Total Ambac Financial Group, Inc. stockholders’ equity as reported under GAAP, adjusted for after-tax impact of the following:

Insurance intangible asset: Elimination of the financial guarantee insurance intangible asset that arose as a result of Ambac’s emergence from bankruptcy and the implementation of Fresh Start reporting. This adjustment ensures that all financial guarantee contracts are accounted for within adjusted book value consistent with the provisions of the Financial Services—Insurance Topic of the ASC.

Net unearned premiums and fees in excess of expected losses: Addition of the value of the unearned premium revenue ("UPR") on financial guarantee contracts, in excess of expected losses, net of reinsurance. This non-GAAP adjustment presents the economics of UPR and expected losses for financial guarantee contracts on a consistent basis. In accordance with GAAP, stockholders’ equity reflects a reduction for expected losses only to the extent they exceed
UPR. However, when expected losses are less than UPR for
a financial guarantee contract, neither expected losses nor UPR have an impact on stockholders’ equity. This non-GAAP adjustment adds UPR in excess of expected losses, net of reinsurance, to stockholders’ equity for financial guarantee contracts where expected losses are less than UPR. This adjustment is only made for financial guarantee contracts since such premiums are non-refundable.

Net unrealized investment (gains) losses in Accumulated Other Comprehensive Income: Elimination of the unrealized gains and losses on the Company’s investments that are recorded as a component of accumulated other comprehensive income (“AOCI”). The AOCI component, net of income taxes.
Ambac has a significant U.S. tax net operating loss (“NOL”) that is offset by a full valuation allowance in the fair value adjustment on the investment portfolio may differ from realized gainsGAAP consolidated financial statements. As a result of this, tax planning strategies and losses ultimately recognized by the Company based on the Company’s investment strategy. This adjustment only allowsother considerations, we utilized a 0% effective tax rate for such gains and losses in adjusted book value when realized.

non-GAAP operating adjustments to Adjusted Book.
The following table reconciles Total Ambac Financial Group, Inc. stockholders’ equity to the non-GAAP measure Adjusted Book Value on a dollar amount and per share basis, for all periods presented:
September 30, 2022December 31, 2021March 31, 2023December 31, 2022
($ in millions, except share data)($ in millions, except share data)$ AmountPer Share$ AmountPer Share($ in millions, except share data)$ AmountPer Share$ AmountPer Share
Total Ambac Financial Group, Inc. stockholders’ equityTotal Ambac Financial Group, Inc. stockholders’ equity$1,009 $22.43 $1,038 $22.42 Total Ambac Financial Group, Inc. stockholders’ equity$1,254 $27.66 $1,252 $27.85 
Adjustments:Adjustments:Adjustments:
Non-credit impairment fair value losses on credit derivatives  — 0.01 
Insurance intangible assetInsurance intangible asset(272)(6.04)(320)(6.91)Insurance intangible asset(261)(5.77)(266)(5.91)
Net unearned premiums and fees in excess of expected lossesNet unearned premiums and fees in excess of expected losses221 4.92 310 6.68 Net unearned premiums and fees in excess of expected losses218 4.81 214 4.76 
Net unrealized investment (gains) losses in Accumulated Other Comprehensive IncomeNet unrealized investment (gains) losses in Accumulated Other Comprehensive Income82 1.82 (154)(3.32)Net unrealized investment (gains) losses in Accumulated Other Comprehensive Income54 1.19 71 1.59 
Adjusted book valueAdjusted book value$1,040 $23.13 $874 $18.88 Adjusted book value$1,264 $27.89 $1,272 $28.29 

The increasedecrease in Adjusted Book Value since December 31, 20212022 was primarily attributable to Adjusted earningsAmbac's net loss (excluding earned premium previously included in Adjusted Book Value), partially offset by the adversepositive effect foreign exchange losses and higher discount rates on the PV of legacy financial guarantee installment premiums.
Factors that impact changes to Adjusted Book Value include many of the same factors that impact Adjusted Earnings, including the majority of revenues and expenses, but generally exclude components of premium earnings since they are embedded in prior period's Adjusted Book Value through the net unearned premiums and fees in excess of expected losses adjustment. Net unearned premiums and fees in excess of expected losses will affect Adjusted Book Value for (i) changes
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to future premium assumptions (e.g. expected term, interest rates, foreign currency rates, time passage), (ii) changes to expected losses for policies which do not exceed their related unearned premiums and (iii) new reinsurance transactions.

rates.
Item 3.    Quantitative and Qualitative Disclosure About Market Risk
As of September 30, 2022,March 31, 2023, there were no material changes in the market risks that the Company is exposed to since December 31, 2021.2022.
Item 4.     Controls and Procedures
In connection with the preparation of this thirdfirst quarter Form 10-Q, an evaluation was carried out by Ambac’s management, with the participation of Ambac’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of Ambac’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-Q. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Based on its
| Ambac Financial Group, Inc. 492023 First Quarter FORM 10-Q |


evaluation, Ambac’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2022,March 31, 2023, Ambac’s disclosure controls and procedures were effective.
There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2022,March 31, 2023, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II.    OTHER INFORMATION
Item 1.    Legal Proceedings
Please refer to Note 14. Commitments and Contingencies of the Unaudited Consolidated Financial Statements located in Part I, Item 1 in this Form 10-Q and Note 19:20: Commitments and Contingencies in Part II, Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 20212022 for a discussion on legal proceedings against Ambac and its subsidiaries.
Item 1A.    Risk Factors
You should carefully consider the risk factors set forth in the “Risk Factors” section, Item 1A to Part I in our Annual Report on Form 10-K for the year ended December 31, 2021, as supplemented in Part II, Item 1A in our Quarterly Report on Form 10-Q for the period ended June 30, 2022, which areis hereby incorporated by reference. These important factors may cause our actual results to differ materially from those indicated by our forward-looking statements, including those contained in this
report. Please also see the section entitled “Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995” in this quarterly report on Form 10-Q. There have been no material changes to the risk factors we have disclosed in the “Risk Factors” section of our aforementioned Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
(a)    Unregistered Sales of Equity Securities — No matters require disclosure.
(b)    Purchases of Equity Securities By the Issuer and Affiliated Purchasers
The following table summarizes Ambac's share purchases during the thirdfirst quarter of 2022.2023. When restricted stock unit awards issued by Ambac vest or settle, they become taxable compensation to employees. For certain awards, shares may be withheld to cover the employee's portion of withholding taxes.
On March 30, 2022, our Board of Directors approved a share repurchase program authorizing up to $20 million in share repurchases, with an expiration date of March 31, 2024, which may be terminated at any time. From April 1, 2022, through June 30, 2022, AFG repurchased 1,605,316 shares for $14.2 million at an average purchase price of $8.86 per share. On May 5, 2022, the Board of Directors authorized an additional $15 million share repurchase bringing the total unused authorized amount to $20.8 million.
Jul-2022Aug-2022Sep-2022Third Quarter 2022Jan-2023Feb-2023Mar-2023First Quarter 2023
Total Shares PurchasedTotal Shares Purchased2,580 10,320 620 13,520 Total Shares Purchased23,261 246,168 13,477 282,906 
Average Price Paid Per ShareAverage Price Paid Per Share$11.35 $12.10 $14.44 $12.06 Average Price Paid Per Share$17.40 $16.24 $16.30 $16.34 
Total Number of Shares Purchased as Part of Publicly Announced PlanTotal Number of Shares Purchased as Part of Publicly Announced Plan    Total Number of Shares Purchased as Part of Publicly Announced Plan    
Approximate Dollar Value of Shares That may Yet be Purchased Under the Plan (in millions)Approximate Dollar Value of Shares That may Yet be Purchased Under the Plan (in millions)$21 $21 $21 $21 Approximate Dollar Value of Shares That may Yet be Purchased Under the Plan (in millions)$21 $21 $21 $21 

Item 3.    Defaults Upon Senior Securities No matters require disclosure.

Item 5.    Other Information No matters require disclosure.
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Item 6.    Exhibits
Exhibit
Number
Description
Other exhibits, filed or furnished, as indicated:
10.1+
10.2+
10.3+
10.4+
31.1+
31.2+
32.1++
101.INSXBRL Instance Document - the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
104Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags or embedded within the Inline XBRL document
+ Filed herewith. ++ Furnished herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMBAC FINANCIAL GROUP, INC.
Dated:November 8, 2022May 9, 2023By:/S/s/ DAVID TRICK
Name:David Trick
Title:Chief Financial Officer and Treasurer
(Duly Authorized Officer and
Principal Financial Officer)
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