AMBAC FINANCIAL GROUP INC (Form: 10-Q, Received: 11/10/2014 16:36:12)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2014



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-10777

Ambac Financial Group, Inc.

(Exact name of Registrant as specified in its charter)



Delaware		13-3621676
(State of incorporation)		(I.R.S. employer identification no.)

One State Street Plaza, New York, New York		10004
(Address of principal executive offices)		(Zip code)

212-658-7470

(Registrant’s telephone number, including area code)

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 x No ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act): (Check one):



Large accelerated filer	x	Accelerated filer	¨	Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of November 6, 2014 , 45,003,473 shares of common stock, par value $0.01 per share, of the Registrant were outstanding.

Table of Contents

AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

TABLE OF CONTENTS



		PAGE
PART I FINANCIAL INFORMATION
Item 1.	Unaudited Consolidated Financial Statements of Ambac Financial Group, Inc. and Subsidiaries
	Consolidated Balance Sheets	3
	Consolidated Statements of Total Comprehensive Income (unaudited)	4
	Consolidated Statements of Stockholders’ Equity (unaudited)	6
	Consolidated Statements of Cash Flows (unaudited)	7
	Notes to Unaudited Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	67
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	103
Item 4.	Controls and Procedures	105
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	105
Item 1A.	Risk Factors	105
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	107
Item 3.	Defaults Upon Senior Securities	107
Item 4.	Mine Safety Disclosures	107
Item 5.	Other Information	107
Item 6.	Exhibits	107

Table of Contents

PART I FINANCIAL INFORMATION

Item 1. Financial Statements of Ambac Financial Group, Inc. and Subsidiaries

AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets



(Dollars in thousands, except share data)	September 30, 2014		December 31, 2013
	(Unaudited)
Assets:
Investments:
Fixed income securities, at fair value (amortized cost of $5,941,188 in 2014 and $5,927,254 in 2013)	$	6,156,228	$	5,885,316
Fixed income securities pledged as collateral, at fair value (amortized cost of $64,323 in 2014 and $126,196 in 2013)	64,031		126,223
Short-term investments, at fair value (amortized cost of $550,898 in 2014 and $271,118 in 2013)	550,900		271,119
Other investments (includes $270,791 at fair value in 2014 and $240,969 at fair value in 2013)	290,870		241,069
Total investments	7,062,029		6,523,727
Cash and cash equivalents	43,332		77,370
Receivable for securities	33,836		14,450
Investment income due and accrued	32,818		37,663
Premium receivables	1,266,632		1,453,021
Reinsurance recoverable on paid and unpaid losses	105,511		121,249
Deferred ceded premium	127,596		145,529
Subrogation recoverable	489,237		498,478
Loans	6,057		6,179
Derivative assets	91,320		77,711
Insurance intangible asset	1,475,012		1,597,965
Goodwill	514,511		514,511
Other assets	173,219		35,927
Variable interest entity assets:
Fixed income securities, at fair value	2,651,683		2,475,182
Restricted cash	7,337		17,498
Investment income due and accrued	4,192		1,365
Loans, at fair value	12,503,484		13,398,895
Intangible assets	—		76,140
Other assets	2,979		19,617
Total assets	$	26,590,785	$	27,092,477

AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets



(Dollars in thousands, except share data)	September 30, 2014			December 31, 2013
	(Unaudited)
Liabilities and Stockholders’ Equity:
Liabilities:
Unearned premiums	$	1,953,392		$	2,255,680
Loss and loss expense reserves	6,003,474			5,968,712
Ceded premiums payable	61,104			70,962
Obligations under investment agreements	160,515			359,070
Deferred taxes	2,176			2,199
Current taxes	785			738
Long-term debt	1,219,310			963,178
Accrued interest payable	376,773			294,817
Derivative liabilities	348,427			253,898
Other liabilities	66,101			67,377
Payable for securities purchased	27,263			4,654
Variable interest entity liabilities:
Accrued interest payable	6,141			722
Long-term debt, at fair value	13,159,174			14,091,753
Derivative liabilities	1,955,291			1,772,306
Other liabilities	169			7,989
Total liabilities	$	25,340,095		$	26,114,055
Commitments and contingencies (see Note 13)
Stockholders’ equity:
Preferred stock, par value $0.01 per share; authorized shares—20,000,000; issued and outstanding shares—none	—			—
Common stock, par value $0.01 per share; authorized shares—130,000,000; issued and outstanding shares—45,004,410 at September 30, 2014 and 45,003,461 at December 31, 2013	450			450
Additional paid-in capital	188,648			185,672
Accumulated other comprehensive income	250,865			11,661
Accumulated earnings	535,706			505,219
Common stock held in treasury at cost, 937 shares at September 30, 2014 and December 31, 2013	(19		)	(19		)
Total Ambac Financial Group, Inc. stockholders’ equity	975,650			702,983
Noncontrolling interest	275,040			275,439
Total stockholders’ equity	1,250,690			978,422
Total liabilities and stockholders’ equity	$	26,590,785		$	27,092,477

See accompanying Notes to Unaudited Consolidated Financial Statements

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Total Comprehensive Income (Unaudited)



	Period from July 1			Period from July 1
	through			through
(Dollars in thousands, except share data)	September 30, 2014			September 30, 2013
Revenues:
Net premiums earned	$	64,831		$	70,949
Net investment income:
Securities available-for-sale and short-term	82,881			51,776
Other investments	700			350
Total net investment income	83,581			52,126
Other-than-temporary impairment losses:
Total other-than-temporary impairment losses	(6,997		)	(38,553		)
Portion of loss recognized in other comprehensive income	1,986			516
Net other-than-temporary impairment losses recognized in earnings	(5,011		)	(38,037		)
Net realized investment gains (losses)	10,045			(10,310		)
Change in fair value of credit derivatives:
Realized gains (losses) and other settlements	596			1,580
Unrealized gains (losses)	6,820			29,614
Net change in fair value of credit derivatives	7,416			31,194
Derivative products	(15,685		)	12,372
Other income (loss)	1,046			(1,751		)
Income (loss) on variable interest entities	9,116			55,109
Total revenues before expenses and reorganization items	155,339			171,652
Expenses:
Losses and loss expenses (benefit)	(28,698		)	(154,290		)
Insurance intangible amortization	41,908			37,473
Underwriting and operating expenses	25,513			25,047
Interest expense	31,841			31,817
Total expenses (benefit) before reorganization items	70,564			(59,953		)
Pre-tax income (loss) from continuing operations before reorganization items	84,775			231,605
Reorganization items	2			4
Pre-tax income (loss) from continuing operations	84,773			231,601
Provision for income taxes	2,344			594
Net income (loss)	82,429			231,007
Less: net (loss) gain attributable to noncontrolling interest	(21		)	32
Net income (loss) attributable to common shareholders	$	82,450		$	230,975
Other comprehensive income (loss), after tax:
Net income (loss)	$	82,429		$	231,007
Unrealized gains (losses) on securities, net of deferred income taxes of $0	(17,225		)	53,877
Gains (losses) on foreign currency translation, net of deferred income taxes of $0	(38,429		)	39,798
Changes to postretirement benefit, net of tax of $0	(204		)	—
Total other comprehensive (loss) income, net of tax	(55,858		)	93,675
Total comprehensive income (loss)	26,571			324,682
Less: comprehensive (loss) gain attributable to the noncontrolling interest:
Net (loss) gain	(21		)	32
Currency translation adjustments	(395		)	414
Total comprehensive income (loss) attributable to common shareholders	$	26,987		$	324,236
Net income (loss) per share attributable to common shareholders	$	1.83		$	5.13
Net income (loss) per diluted share attributable to common shareholders	$	1.77		$	4.98

See accompanying Notes to Unaudited Consolidated Financial Statements

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Total Comprehensive Income (Unaudited)



	Successor Ambac						Predecessor Ambac
	Period from January 1			Period from May 1			Period from January 1
	through			through			through
(Dollars in thousands, except share data)	September 30, 2014			September 30, 2013			April 30, 2013
Revenues:
Net premiums earned	$	212,391		$	128,988		$	130,000
Net investment income:
Securities available-for-sale and short-term	228,570			80,987			116,371
Other investments	5,905			(2,665		)	369
Total net investment income	234,475			78,322			116,740
Other-than-temporary impairment losses:
Total other-than-temporary impairment losses	(26,440		)	(40,557		)	(467		)
Portion of loss recognized in other comprehensive income	2,283			518			—
Net other-than-temporary impairment losses recognized in earnings	(24,157		)	(40,039		)	(467		)
Net realized investment gains (losses)	29,401			8,162			53,305
Change in fair value of credit derivatives:
Realized gains (losses) and other settlements	2,088			7,654			3,444
Unrealized gains (losses)	11,491			74,760			(63,828		)
Net change in fair value of credit derivatives	13,579			82,414			(60,384		)
Derivative products	(117,511		)	96,085			(33,735		)
Other income (loss)	8,206			428			8,363
Income (loss) on variable interest entities	(34,574		)	59,707			426,566
Total revenues before expenses and reorganization items	321,810			414,067			640,388
Expenses:
Losses and loss expenses (benefit)	6,608			(180,407		)	(38,056		)
Insurance intangible amortization	109,878			62,425			—
Underwriting and operating expenses	75,332			41,264			44,566
Interest expense	96,122			52,961			31,025
Total expenses (benefit) before reorganization items	287,940			(23,757		)	37,535
Pre-tax income (loss) from continuing operations before reorganization items	33,870			437,824			602,853
Reorganization items	211			428			(2,745,180		)
Pre-tax income (loss) from continuing operations	33,659			437,396			3,348,033
Provision for income taxes	3,414			1,107			755
Net income (loss)	30,245			436,289			3,347,278
Less: net (loss) gain attributable to noncontrolling interest	(242		)	(367		)	(1,771		)
Net income (loss) attributable to common shareholders	$	30,487		$	436,656		$	3,349,049
Other comprehensive income (loss), after tax:
Net income (loss)	$	30,245		$	436,289		$	3,347,278
Unrealized gains (losses) on securities, net of deferred income taxes of $0	256,660			(37,106		)	175,347
Gains (losses) on foreign currency translation, net of deferred income taxes of $0	(17,001		)	27,136			(428		)
Changes to postretirement benefit, net of tax of $0	(612		)	—			185
Total other comprehensive income (loss), net of tax	239,047			(9,970		)	175,104
Total comprehensive income (loss)	269,292			426,319			3,522,382
Less: comprehensive (loss) gain attributable to the noncontrolling interest:
Net (loss) gain	(242		)	(367		)	(1,771		)
Currency translation adjustments	(157		)	276			229
Total comprehensive income (loss) attributable to common shareholders	$	269,691		$	426,410		$	3,523,924
Net income (loss) per share attributable to common shareholders	$	0.68		$	9.70		$	11.07
Net income (loss) per diluted share attributable to common shareholders	$	0.65		$	9.40		$	11.07

See accompanying Notes to Unaudited Consolidated Financial Statements

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity (Unaudited)



				Ambac Financial Group, Inc.
(Dollars in thousands)	Total			Accumulated Earnings			Accumulated Other Comprehensive Income			Preferred Stock		Common Stock			Additional Paid-in Capital			Common Stock Held in Treasury, at Cost			Noncontrolling Interest
Successor Ambac
Balance at January 1, 2014	$	978,422		$	505,219		$	11,661		$	—	$	450		$	185,672		$	(19	)	$	275,439
Total comprehensive income	269,292			30,487			239,204			—		—			—			—			(399		)
Stock-based compensation	2,960			—			—			—		—			2,960			—			—
Shares issued under equity plans	—			—			—			—		—			—			—			—
Warrants exercised	16			—			—			—		—			16			—			—
Balance at September 30, 2014	$	1,250,690		$	535,706		$	250,865		$	—	$	450		$	188,648		$	(19	)	$	275,040

				Ambac Financial Group, Inc.
(Dollars in thousands)	Total			Accumulated Earnings			Accumulated Other Comprehensive Income			Preferred Stock		Common Stock			Additional Paid-in Capital			Common Stock Held in Treasury, at Cost			Noncontrolling Interest
Successor Ambac
Balance at May 1, 2013	$	460,415		$	—		$	—		$	—	$	450		$	184,550		$	—		$	275,415
Total comprehensive income	426,319			436,656			(10,246		)	—		—			—			—			(91		)
Warrants exercised	16			—			—			—		—			16			—			—
Balance at September 30, 2013	$	886,750		$	436,656		$	(10,246	)	$	—	$	450		$	184,566		$	—		$	275,324

				Ambac Financial Group, Inc.
(Dollars in thousands)	Total			Accumulated Earnings			Accumulated Other Comprehensive Income			Preferred Stock		Common Stock			Additional Paid-in Capital			Common Stock Held in Treasury, at Cost			Noncontrolling Interest
Predecessor Ambac
Balance at January 1, 2013	$	(3,246,967	)	$	(6,297,264	)	$	625,385		$	—	$	3,080		$	2,172,027		$	(410,755	)	$	660,560
Total comprehensive income	3,522,382			3,349,049			174,875			—		—			—			—			(1,542		)
Stock-based compensation	(60		)	(60		)	—			—		—			—			—			—
Shares issued under equity plans	60			—			—			—		—			—			60			—
Elimination of Predecessor Ambac Shareholder equity accounts and noncontrolling interest adjustment	—			2,948,275			(800,260		)	—		(3,080		)	(2,172,027		)	410,695			(383,603		)
Balance at April 30, 2013	$	275,415		$	—		$	—		$	—	$	—		$	—		$	—		$	275,415

See accompanying Notes to Unaudited Consolidated Financial Statements

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)



	Successor Ambac						Predecessor Ambac
	Period from January 1			Period from May 1			Period from January 1
	through			through			through
(Dollars in thousands)	September 30, 2014			September 30, 2013			April 30, 2013
Cash flows from operating activities:
Net income (loss) attributable to common shareholders	$	30,487		$	436,656		$	3,349,049
Noncontrolling interest in subsidiaries’ earnings	(242		)	(367		)	(1,771		)
Net income (loss)	30,245			436,289			3,347,278
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	2,223			1,243			974
Amortization of bond premium and discount	(50,432		)	(15,056		)	(60,146		)
Reorganization items	211			428			(2,745,180		)
Share-based compensation	2,960			—			—
Deferred income taxes	(23		)	31			(6		)
Current income taxes	47			821			(101,188		)
Deferred acquisition costs	—			—			14,207
Unearned premiums, net	(284,355		)	(164,551		)	(172,549		)
Losses and loss expenses, net	59,741			(158,706		)	(43,284		)
Ceded premiums payable	(9,858		)	(6,440		)	(2,059		)
Investment income due and accrued	4,845			3,846			1,781
Premium receivables	186,389			95,621			88,990
Accrued interest payable	81,956			37,454			23,953
Amortization of insurance intangible assets	109,878			62,425			—
Net mark-to-market (gains) losses	(11,491		)	(74,760		)	63,828
Net realized investment gains	(29,401		)	(8,162		)	(53,305		)
Other-than-temporary impairment charges	24,157			40,039			467
Variable interest entity activities	34,574			(59,707		)	(426,566		)
Other, net	106,703			(106,559		)	62,122
Net cash provided by (used in) operating activities	258,369			84,256			(683		)
Cash flows from investing activities:
Proceeds from sales of bonds	1,727,142			622,608			310,916
Proceeds from matured bonds	896,936			461,436			307,472
Purchases of bonds	(2,547,727		)	(1,400,547		)	(286,633		)
Proceeds from sales of other invested assets	40,173			59,449			—
Purchases of other invested assets	(54,768		)	(127,237		)	(164,368		)
Change in short-term investments	(279,781		)	177,385			(64,956		)
Loans, net	112			1,134			1,920
Change in swap collateral receivable	(105,354		)	10,889			(8,863		)
Other, net	6,553			(1,667		)	19,828
Net cash (used in) provided by investing activities	(316,714		)	(196,550		)	115,316
Cash flows from financing activities:
Proceeds from the sale of Junior Surplus Notes of the Segregated Account	224,262			—			—
Paydowns of variable interest entity secured borrowing	—			(7,566		)	(5,519		)
Proceeds from warrant exercise	15			16			—
Payments for investment agreement draws	(199,970		)	(4,556		)	—
Net cash provided by (used in) financing activities	24,307			(12,106		)	(5,519		)
Net cash flow	(34,038		)	(124,400		)	109,114
Cash and cash equivalents at beginning of period	77,370			152,951			43,837
Cash and cash equivalents end of period	$	43,332		$	28,551		$	152,951

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)



	Successor Ambac				Predecessor Ambac
	Period from January 1		Period from May 1		Period from January 1
	through		through		through
(Dollars in thousands)	September 30, 2014		September 30, 2013		April 30, 2013
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	3,246	$	336	$	102,129
Interest on variable interest entity secured borrowing	—		163		276
Interest on investment agreements	459		640		444
Cash payments related to reorganization items:
Professional fees paid for services rendered in connection with the Chapter 11 proceeding	272		15,478		3,860

See accompanying Notes to Unaudited Consolidated Financial Statements

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AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

(Dollar Amounts in Thousands, Except Share Amounts)

1. BACKGROUND AND BUSINESS DESCRIPTION

These unaudited consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in Ambac’s 2013 Annual Report on Form 10-K. Certain reclassifications may have been made to prior periods’ amounts to conform to the current period’s presentation.

Ambac Financial Group, Inc.

Ambac Financial Group, Inc. (“Ambac” or the “Company”), headquartered in New York City, is a financial services holding company incorporated in the state of Delaware. Ambac's common stock and warrants are listed on NASDAQ and trade under the symbols “AMBC” and “AMBCW,” respectively.

Ambac’s primary goal is to maximize shareholder value through executing the following key strategies:

•

Increasing the value of its investment in Ambac Assurance Corporation ("Ambac Assurance") by actively managing its assets and liabilities with a focus on maximizing risk-adjusted investment portfolio returns and mitigating or remediating losses on poorly performing insured transactions through executing policy commutations, repurchasing liabilities at a discount, pursuing recoveries of losses through litigation and the exercise of contractual and legal rights, restructuring transactions, and other means; and


•	Pursuing new businesses, which may include financial services businesses such as advisory, asset servicing, asset management, and/or insurance.

As part of its asset/liability management strategy, Ambac Assurance is considering the possibility of entering into transactions whereby it would monetize certain assets and/or restructure or exchange its outstanding debt and insurance obligations.

Although we are exploring new business opportunities for Ambac, no assurance can be given that we will be able to identify or execute the acquisition or development of any new business. In addition, there can be no assurance that we will be able to generate or obtain the financial and other resources that may be required to finance the acquisition or development of any new business. Due to these factors, as well as uncertainties relating to the ability of Ambac Assurance to deliver value to Ambac, the value of our securities is speculative.

On August 28, 2014, Ambac sold $350,000 face amount of junior surplus notes (the "Junior Surplus Notes") issued to it by the Segregated Account (as defined below), plus accrued but unpaid interest thereon, into a newly formed Trust in exchange for cash of $224,262 and a subordinated owner trust certificate (the "Owner Trust Certificate") issued by the Trust in the face amount of $74,794 The Trust funded the cash portion of its purchase of the Junior Surplus Notes with proceeds of the private placement of $299,175 face amount of Notes to third party investors ("Notes"), which amount equates to approximately 80% of par plus accrued and unpaid interest on the Junior Surplus Notes. The Notes have final maturity of August 28, 2039. Interest on the Notes will accrue at 5.1% per annum and compound annually on June 7th of each year up to and including the maturity date. Payments on the Notes will be made when and to the extent that the Segregated Account makes payments on the Junior Surplus Notes. The Notes must be paid in full before any payments will be made on the Owner Trust Certificate. The Notes and Owner Trust Certificate are non-recourse to Ambac, Ambac Assurance Corporation and the Segregated Account, but will be collateralized by the Junior Surplus Notes. Ambac will record the Owner Trust Certificate as an equity investment and will reflect the activities of the non-consolidated Trust within Net investment income: Other investments on the Consolidated Statements of Total Comprehensive Income.

The execution of Ambac’s strategy to increase the value of its investment in Ambac Assurance is subject to the authority of the Rehabilitator (as defined below) to control the management of the Segregated Account (as defined below). In exercising such authority, the Rehabilitator will act for the benefit of policyholders, and will not take into account the interests of Ambac. Similarly, by operation of the contracts executed in connection with the establishment, and subsequent rehabilitation, of the Segregated Account, the Rehabilitator retains rights to oversee and approve certain actions taken in respect of Ambac Assurance. Ambac Assurance's ability to commute policies or purchase liabilities may also be limited by available liquidity.

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As a result of uncertainties associated with the aforementioned oversight by the Rehabilitator of the Segregated Account, management has concluded that there is substantial doubt about Ambac's ability to continue as a going concern. Ambac’s financial statements as of and for the nine and twelve month periods ending September 30, 2014 and December 31, 2013 , respectively, are prepared assuming Ambac continues as a going concern and do not include any adjustment that might result from its inability to continue as a going concern.

Segregated Account of Ambac Assurance Corporation

In March 2010, Ambac Assurance established a Segregated Account pursuant to Wisc. Stat. §611.24 (2) (the “Segregated Account”) to segregate certain segments of Ambac Assurance’s liabilities, and the Office of the Commissioner of Insurance for the State of Wisconsin (“OCI” (which term shall be understood to refer to such office as regulator of Ambac Assurance and to refer to the Commissioner of Insurance for the State of Wisconsin as rehabilitator of the Segregated Account (the “Rehabilitator”), as the context requires)) commenced rehabilitation proceedings in the Dane County, Wisconsin Circuit Court (the “Rehabilitation Court”) with respect to the Segregated Account (the “Segregated Account Rehabilitation Proceedings”) in order to permit OCI to facilitate an orderly run-off and/or settlement of the liabilities allocated to the Segregated Account pursuant to the provisions of the Wisconsin Insurers Rehabilitation and Liquidation Act. Net par exposure as of September 30, 2014 for policies allocated to the Segregated Account was $19,650,823 .

In 2010, Ambac Assurance issued a $2,000,000 secured note due in 2050 (the “Secured Note”) to the Segregated Account. Interest on the Secured Note accrued at the rate of 4.5% per annum, and accrued interest was capitalized and added to outstanding principal quarterly. The Segregated Account had the ability to demand payment under the Secured Note from time to time to pay claims and other liabilities. By June 30, 2014, the Secured Note, including capitalized interest since the date of issuance, was fully drawn, resulting in a balance of $0 . Following the exhaustion of the Secured Note, the Segregated Account has the ability to demand payment from time to time under an aggregate excess of loss reinsurance agreement provided by Ambac Assurance (the “Reinsurance Agreement”) to pay claims and other liabilities. In addition, certain operating and administrative costs and expenses of the Segregated Account are now reimbursable by Ambac Assurance pursuant to the cooperation agreement between the Segregated Account and Ambac Assurance dated as of March 24, 2010, as amended (the “Cooperation Agreement”).

Ambac Assurance is not obligated to make payments under the Reinsurance Agreement or Cooperation Agreement if its surplus as regards to policyholders is less than $100,000 (the “Minimum Surplus Amount”). As long as the surplus as regards to policyholders is not less than the Minimum Surplus Amount, payments by Ambac Assurance to the Segregated Account under the Reinsurance Agreement and Cooperation Agreement are not capped. At September 30, 2014, Ambac Assurance’s surplus as regards to policyholders of $897,692 exceeded the Minimum Surplus Amount. In the event that Ambac Assurance does not maintain surplus in excess of the Minimum Surplus Amount, the Segregated Account would experience a shortfall in funds available to pay its liabilities. Any such shortfall would be a consideration for the Rehabilitator in the determination of whether any changes to the Segregated Account Rehabilitation Plan (as defined below) and/or the amount of partial policy claim payments are necessary or appropriate or whether to institute general rehabilitation proceedings against Ambac Assurance.

On October 8, 2010, OCI filed a plan of rehabilitation for the Segregated Account (the “Segregated Account Rehabilitation Plan”) in the Rehabilitation Court. The Rehabilitation Court confirmed the Segregated Account Rehabilitation Plan on January 24, 2011, although it did not become effective at such time. The confirmed Segregated Account Rehabilitation Plan also made permanent the injunctions issued by the Rehabilitation Court on March 24, 2010.

In 2013 the Rehabilitator received approval from the Rehabilitation Court to make cash payments in excess of 25% of the permitted policy claim amount (“Supplemental Payments”) with respect to certain policies so that cash flow in the related securitization trusts that would have been available to reimburse Ambac Assurance had it paid claims in full under such policies is not diverted to uninsured holders who would not have received such cash flow if claims had been paid in full. As a result, the Segregated Account began making Supplemental Payments on certain SP Policies in August 2013. In the first quarter of 2014, the Rehabilitator also received approval from the Rehabilitation Court for the Rehabilitator and the Segregated Account to disburse settlement proceeds from RMBS remediation claims as permitted policy claim payments, with such distributions to include (i) paying claims payments in excess of the then applicable claims cash payment percentage, and/or (ii) paying all or portions of unpaid permitted policy claims (such policy claim payments, “Special Policy Payments”).

On June 11, 2014, the Rehabilitation Court approved amendments to the Segregated Account Rehabilitation Plan that had been proposed by the Rehabilitator, and the Segregated Account Rehabilitation Plan, as amended, became effective on June 12, 2014. The amendments to the Segregated Account Rehabilitation Plan primarily modified the mechanism for handling claims. Instead of the combination of cash payments and interest-bearing surplus notes originally contemplated by the Segregated Account Rehabilitation Plan, under the amended Segregated Account Rehabilitation Plan holders of permitted policy claims have received and will receive an initial interim cash payment for a portion of such policy claim (“Interim Payment”), together with the right to

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receive a deferred payment equal to the balance of the unpaid policy claim, as may be adjusted from time to time pursuant to the terms of the amended Segregated Account Rehabilitation Plan (“Deferred Amount”). Payments of Deferred Amounts will be made at such times as the Rehabilitator deems appropriate in his sole discretion. The Segregated Account will also establish junior deferred amounts (“Junior Deferred Amounts”) with respect to permitted general claims instead of issuing junior surplus notes to the holders of such claims as contemplated under the original Segregated Account Rehabilitation Plan.

The amendments to the Segregated Account Rehabilitation Plan also require that Deferred Amounts and Junior Deferred Amounts will generally accrue and compound interest at an annual effective rate of 5.1% . However, in the case of insured bonds whose outstanding principal balance is not reduced by the unpaid portion of permitted policy claims (such bonds, “Undercollateralized Bonds”), the 5.1% effective annual interest rate on the Deferred Amount will be reduced by the bond interest rate applicable to such Undercollateralized Bonds. In the case of permitted policy claims relating to transactions that pay monthly, interest will begin to accrue on Deferred Amounts from the first distribution date (under the transaction documents for the relevant bond) after the date on which the Interim Payment in respect of such permitted policy claim was made. For permitted policy claims relating to transactions that do not pay monthly, interest will begin to accrue on Deferred Amounts from the first Payment Date (as defined in the Segregated Account Rehabilitation Plan, as amended) to occur after the date on which the Interim Payment in respect of such permitted policy claim was made.

Following the effective date of the Segregated Account Rehabilitation Plan, as amended, the percentage of the initial cash Interim Payment for permitted policy claims increased from 25% to 45% with effect from July 21, 2014. As with previously permitted policy claims, the remaining portion of the unpaid permitted policy claims (in this case, 55% ) will remain outstanding as Deferred Amounts and, subject to the adjustment for Undercollateralized Bonds, will accrue interest at 5.1% per annum. These Deferred Amounts, together with interest thereon, may be paid from time to time in the future at the sole discretion of the Rehabilitator.

The Rehabilitator has also confirmed that a portion of Deferred Amounts outstanding as of July 20, 2014 (the “Reconciliation Date”) (together with interest thereon) will be paid, if still outstanding, on December 22, 2014 (the "Deferred Payment Date") in accordance with the Segregated Account Rehabilitation Plan, as amended, so that those policyholders that received 25% (and not 45% ) cash Interim Payments in respect of their permitted policy claims will generally be entitled to receive equalizing payments in cash of 26.67% of their Deferred Amounts (including accrued interest thereon) outstanding as of the Reconciliation Date. Policyholders will be entitled to receive an equalizing payment of their Deferred Amounts equal to the lower of (i) their outstanding Deferred Amounts on December 22, 2014, and (ii) 26.67% of their Deferred Amounts as of the Reconciliation Date, even if they have received a Supplemental Payment (as defined in Note 1 to the Consolidated Financial Statements located in Part II, Item 8 of Ambac's 2013 Form 10-K) and/or a Special Policy Payment (as defined in Note 13). The aggregate amount of equalizing payments for Deferred Amounts is estimated to be approximately $ 1,137,500 .

In addition, the Segregated Account will be required, pursuant to the terms of the amended Segregated Account Rehabilitation Plan, to early redeem a portion of its surplus notes (excluding junior surplus notes) on or about the Deferred Payment Date. The redemption amount of the Segregated Account surplus notes will be equal to 26.67% of the sum of par and accrued interest on such Segregated Account surplus notes, in each case, outstanding as at the Reconciliation Date. P ursuant to the terms of the Settlement Agreement, dated as of June 7, 2010 (the “Settlement Agreement”), by and among Ambac Assurance, Ambac Credit Products LLC (“ACP”), Ambac and counterparties to credit default swaps with ACP that were guaranteed by Ambac Assurance, Ambac Assurance will be required to make a proportionate redemption of its surplus notes when the Segregated Account redeems Segregated Account surplus notes (excluding junior surplus notes). Therefore, if the equalizing 26.67% payment of the Deferred Amounts specified above is made, the Segregated Account and Ambac Assurance will be required to make redemptions of surplus notes (excluding any junior surplus notes) on or about the Deferred Payment Date in an amount equal to 26.67% of the sum of par and accrued interest outstanding on such surplus notes as at the Reconciliation Date, which is estimated to be approximately $413,587 in respect of those surplus notes owned by third parties. Ambac Assurance, for and on behalf of itself and as the management services provider for the Segregated Account, sought and received the approval of the Commissioner of Insurance of the State of Wisconsin to effect these redemptions of surplus notes on November 20, 2014, rather than the Deferred Payment Date, to save interest expense. Such approval was granted on October 13, 2014.

2. REORGANIZATION UNDER CHAPTER 11

We followed the accounting prescribed by the Reorganizations Topic of the Accounting Standards Codification (the “ASC”) while Ambac was in reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code. On April 30, 2013, Ambac executed a closing agreement with the United States Internal Revenue Service (the "IRS") to conclude the settlement of a dispute (“IRS Settlement"). On May 1, 2013 (the “Effective Date”), the Second Modified Fifth Amended Plan of Reorganization of Ambac Financial Group, Inc. (the "Reorganization Plan") became effective and Ambac emerged from bankruptcy.

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This IRS Settlement represented the final material contingency under the Reorganization Plan required for the adoption of fresh start financial statement reporting under the Reorganizations Topic of the ASC. As such, fresh start financial statement reporting ("Fresh Start") was adopted by the Company on April 30, 2013 (“Fresh Start Reporting Date”), incorporating, among other things, the discharge of debt obligations, issuance of new common stock and fair value adjustments. Adopting Fresh Start results in a new reporting entity with no beginning retained earnings or accumulated deficit. For periods after the Fresh Start Reporting Date, the Company will be referred to as Successor Ambac, whereas for all periods as of and preceding the Fresh Start Reporting Date, the Company will be referred to as Predecessor Ambac. Presentation of information for Successor Ambac represents the financial position and results of operations of Successor Ambac and is not comparable to Predecessor Ambac financial statements.

Reorganization items:

Professional advisory fees and other costs directly associated with our reorganization are reported separately as reorganization items pursuant to the Reorganizations Topic of the ASC. Reorganization items also include adjustments to reflect the carrying value of certain pre-petition liabilities at their allowable claim amounts, gain on the settlement of liabilities subject to compromise and fresh start reporting adjustments. The reorganization items in the Consolidated Statements of Total Comprehensive Income consisted of the following items:



	Period from July 1		Period from July 1
	through		through
	September 30, 2014		September 30, 2013
U.S. Trustee fees	$	—	$	13
Professional fees	2		(9		)
Gain from cancellation and satisfaction of Predecessor Ambac debt	—		—
Fresh start reporting adjustments	—		—
Total reorganization items	$	2	$	4



	Successor Ambac				Predecessor Ambac
	Period from January 1		Period from May 1		Period from January 1
	through		through		through
	September 30, 2014		September 30, 2013		April 30, 2013
U.S. Trustee fees	$	—	$	13	$	23
Professional fees	211		415		4,483
Gain from cancellation and satisfaction of Predecessor Ambac debt	—		—		(1,521,435		)
Fresh start reporting adjustments	—		—		(1,228,251		)
Total reorganization items	$	211	$	428	$	(2,745,180	)

3. SPECIAL PURPOSE ENTITIES, INCLUDING VARIABLE INTEREST ENTITIES ("VIEs")

Ambac, with its subsidiaries, has engaged in transactions with special purpose entities, including VIEs, in various capacities. Ambac most commonly provides financial guarantees, including credit derivative contracts, for various debt obligations issued by special purpose entities, including VIEs. Ambac has also sponsored two special purpose entities that issued medium-term notes to fund the purchase of certain financial assets. Ambac is also an investor in collateralized debt obligations, mortgage-backed and other asset-backed securities issued by VIEs and its ownership interest is generally insignificant to the VIE and/or Ambac does not have rights that direct the activities that are most significant to such VIE. As further described in Note 1 - Background and Business Description, on August 28, 2014, Ambac monetized its ownership of the Junior Surplus Notes issued to it by the Segregated Account by depositing the Junior Surplus Notes into a newly formed VIE trust in exchange for cash and an owner trust certificate, which represents Ambac's right to residual cash flows from the Junior Surplus Notes. Ambac does not consolidate the VIE. Ambac reports its interest in the VIE as an equity investment within Other investments on the Consolidated Balance Sheets with associated results included within Net investment income: Other investments on the Consolidated Statements of Total Comprehensive Income.

In 2011, Ambac Assurance entered into a secured borrowing transaction under which VIEs were created for the purpose of re-securitizing certain invested assets and collateralizing the borrowing. These VIEs were consolidated because Ambac Assurance was involved in their design and held a significant amount of the beneficial interests issued by the VIEs or guaranteed the assets held by the VIEs. There was no VIE debt outstanding to third parties under this secured borrowing transaction as of September 30, 2014 and December 31, 2013 . The repaid debt represented the senior-most tranche of the securitization structure and was repaid

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from the non-insurance proceeds of certain RMBS securities which are guaranteed by Ambac Assurance. These VIEs were liquidated in August 2014. Refer to Note 8 - Investments for further discussion of the restrictions on these securities.

Financial Guarantees:

Ambac’s subsidiaries provide financial guarantees in respect of assets held or debt obligations of special purpose entities, including VIEs. Ambac’s primary variable interest exists through this financial guarantee insurance or credit derivative contract. The transaction structures provide certain financial protection to Ambac. This financial protection can take several forms; however, the most common are over-collateralization, first loss and excess spread. In the case of over-collateralization (i.e., the principal amount of the securitized assets exceeds the principal amount of the debt obligations guaranteed), the structure allows the transaction to experience defaults among the securitized assets before a default is experienced on the debt obligations that have been guaranteed by Ambac’s subsidiaries. In the case of first loss, the financial guarantee insurance policy or credit derivative contract only covers a senior layer of losses on assets held or debt issued by special purpose entities, including VIEs. The first loss with respect to the assets is either retained by the asset seller or sold off in the form of equity or mezzanine debt to other investors. In the case of excess spread, the securitized assets contributed to special purpose entities, including VIEs, generate interest cash flows that are in excess of the interest payments on the related debt; such excess cash flow is applied to redeem debt, thus creating over-collateralization. Generally, upon deterioration in the performance of a transaction or upon an event of default as specified in the transaction legal documents, Ambac will obtain certain loss remediation rights. These rights may enable Ambac to direct the activities of the entity that most significantly impact the entity’s economic performance.

We determined that Ambac’s subsidiaries generally have the obligation to absorb a VIE's expected losses given that they have issued financial guarantees supporting the liabilities (and in certain cases assets). As further described below, we consolidated certain VIEs because: (i) we determined for certain transactions that experienced the aforementioned performance deterioration, that Ambac’s subsidiaries had the power, through voting rights or similar rights, to direct the activities of certain VIEs that most significantly impact the VIE’s economic performance because certain triggers had been breached in these transactions resulting in their ability to exercise certain loss remediation activities, or (ii) due to the passive nature of the VIEs’ activities, Ambac’s subsidiaries’ contingent loss remediation rights upon a breach of certain triggers in the future is considered to be the power to direct the activities that most significantly impact the VIEs’ economic performance. With respect to existing VIEs involving Ambac financial guarantees, Ambac is generally required to consolidate a VIE in the period that applicable triggers result in Ambac having control over the VIE’s most significant economic activities. A VIE is deconsolidated in the period that Ambac no longer has such control, which occurred in connection with insurance policies that were allocated to the Segregated Account, execution of remediation activities on the transaction or amortization of insured exposure, any of which may reduce the degree of Ambac’s control over a VIE.

Ambac Sponsored VIEs:

A subsidiary of Ambac transferred financial assets to two special purpose entities. The business purpose of these entities was to provide certain financial guarantee clients with funding for their debt obligations. These special purpose entities are legal entities that are demonstrably distinct from Ambac. Ambac, its affiliates or its agents cannot unilaterally dissolve these entities. The permitted activities of these entities are limited to those outlined below. Ambac does not consolidate these entities because Ambac Assurance’s policies issued to these entities have been allocated to the Segregated Account, thereby limiting Ambac’s control over the entities’ most significant economic activities. Ambac has elected to account for its equity interest in these entities at fair value under the fair value option in accordance with the Financial Instruments Topic of the ASC. We believe that the fair value of the investments in these entities provides for greater transparency for recording profit or loss as compared to the equity method under the Investments – Equity Method and Joint Ventures Topic of the ASC. Refer to Note 7 for further information on the valuation technique and inputs used to measure the fair value of Ambac’s equity interest in these entities. At September 30, 2014 and December 31, 2013 the fair value of these entities are $12,401 and $13,384 , respectively, and is reported within Other assets on the Consolidated Balance Sheets.

Since their inception, there have been 15 individual transactions with these entities, of which 3 transactions remain outstanding as of September 30, 2014 . Total principal amount of debt outstanding was $461,355 and $461,355 at September 30, 2014 and December 31, 2013 , respectively. In each case, Ambac sold assets to these entities. The assets are composed of utility obligations with a weighted average rating of BBB at September 30, 2014 and weighted average life of 7.8 years . The purchase by these entities of financial assets was financed through the issuance of medium-term notes (“MTNs”), which are cross-collateralized by the purchased assets. The MTNs have the same expected weighted average life as the purchased assets. Derivative contracts (interest rate swaps) are used within the entities for economic hedging purposes only. Derivative positions were established at the time MTNs were issued to purchase financial assets. The activities of these entities are contractually limited to purchasing assets from Ambac, issuing MTNs to fund such purchase, executing derivative hedges and obtaining financial guarantee policies with

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respect to indebtedness incurred. As of September 30, 2014 Ambac Assurance had financial guarantee insurance policies issued for all assets, MTNs and derivative contracts owned and outstanding by the entities.

Insurance premiums paid to Ambac Assurance by these entities are earned in a manner consistent with other insurance policies, over the risk period. Additionally, any losses incurred on such insurance policies are included in Ambac’s Consolidated Statements of Total Comprehensive Income. Under the terms of an Administrative Agency Agreement, Ambac provides certain administrative duties, primarily collecting amounts due on the obligations and making interest payments on the MTNs.

Ambac was not presented with claims on insurance policies issued to these entities during the nine months ended September 30, 2014 , the four months ended April 30, 2013 or the five months ended September 30, 2013. Successor Ambac received recoveries of $988 for the three and nine months ended September 30, 2014, and $2,747 for the three and five months ended September 30, 2013, in respect of previously paid claims. Predecessor Ambac received recoveries of $1,455 for the four months ended April 30, 2013, in respect of previously paid claims.

Consolidation of VIEs:

Upon initial consolidation of a VIE, we recognize 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 VIE, we recognize 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.

The variable interest in a VIE generally involves one or more of the following: a financial guarantee policy issued to the VIE, a written credit derivative contract that references liabilities of the VIE or an investment in securities issued by the VIE. The impact of consolidating such VIEs on Ambac’s balance sheet is the elimination of transactions between the consolidated VIEs and Ambac’s operating subsidiaries and the inclusion of the 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 Ambac that are debt instruments issued by the VIE, the investment securities balance is eliminated upon consolidation. Ambac did not consolidate any VIEs solely as a result of purchases of the VIE’s debt instruments.

As of September 30, 2014 consolidated VIE assets and liabilities relating to 15 consolidated entities were $15,169,675 and $15,120,775 , respectively. As of December 31, 2013 , consolidated VIE assets and liabilities relating to 18 consolidated entities were $15,988,697 and $15,872,770 , respectively. Ambac is not primarily liable for, and does not guarantee all of the debt obligations issued by the VIEs. Ambac would only be required to make payments on the guaranteed debt obligations in the event that the issuer of such debt obligations defaults on any principal or interest due. Additionally, Ambac’s creditors do not have rights with regard to the assets of the VIEs. Ambac evaluates the net income statement effects and earnings per share effects to determine attributions between Ambac and non-controlling interests as a result of consolidating a VIE. Ambac has determined that the net changes in fair value of most consolidated VIE assets and liabilities are attributable to Ambac due to Ambac’s interest through financial guarantee premium and loss payments with the VIE.

The financial reports of certain VIEs are prepared by outside trustees and are not available within the time constraints Ambac requires to ensure the financial accuracy of the operating results. As such, the financial results of certain VIEs are consolidated on a time lag that is no longer than 90 days.

The table below provides the fair value of fixed income securities, by asset-type, held by consolidated VIEs as of September 30, 2014 and December 31, 2013 :



	September 30, 2014		December 31, 2013
Investments:
Corporate obligations	$	2,651,683	$	2,475,182
Total variable interest entity assets: fixed income securities	$	2,651,683	$	2,475,182

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The following table provides supplemental information about the loans held as assets and long-term debt associated with the VIEs for which the fair value option has been elected as of September 30, 2014 and December 31, 2013 :



	Estimated fair value		Unpaid principal balance
September 30, 2014
Loans	$	12,503,484	$	10,653,928
Long-term debt	13,159,174		12,661,349
December 31, 2013
Loans	13,398,895		12,226,481
Long-term debt	$	14,091,753	$	14,251,771

Effective April 30, 2013 , Ambac was required to consolidate an additional VIE which resulted in a gain of $385,291 reported in Predecessor Ambac earnings. The assets of this VIE consisted primarily of identified intangible assets associated with its subsidiaries’ operations. The intangible assets recorded at fair value upon consolidation on April 30, 2013 were $164,520 and were considered held for use. The intangible assets were being amortized over their estimated useful lives resulting in a weighted-average amortization period at the consolidation date of 16 years . Amortization expense for intangible assets for the three and five months ended September 30, 2013 was $2,507 and $5,015 , respectively, and is included in Income (loss) on variable interest entities on the Consolidated Statements of Total Comprehensive Income. During 2013, management approved plans to sell the VIE intangible assets. Such assets were reclassified as held for sale and their carrying value was reduced to fair value less costs to sell of $76,140 as of December 31, 2013 . In 2014 , such intangible assets were sold.

During the third quarter of 2014, Ambac deconsolidated three VIEs; one as a result of the termination of the associated financial guarantee exposure and two associated with a fully repaid secured borrowing transaction. There was no gain or loss resulting from these deconsolidations.

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Variable Interests in Non-Consolidated VIEs

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 credit derivative contracts by major underlying asset classes, as of September 30, 2014 and December 31, 2013 :



	Carrying Value of Assets and Liabilities
	Maximum Exposure To Loss ⁽¹⁾		Insurance Assets ⁽²⁾		Insurance Liabilities ⁽³⁾		Derivative Liabilities ⁽⁴⁾
September 30, 2014
Global structured finance:
Collateralized debt obligations	$	1,317,071	$	1,416	$	4,677	$	4,925
Mortgage-backed—residential	16,958,514		549,303		4,029,415		—
Other consumer asset-backed	5,191,120		66,556		907,591		—
Other commercial asset-backed	5,069,719		376,164		402,744		36,275
Other	4,195,483		99,350		579,036		2,736
Total global structured finance	32,731,907		1,092,789		5,923,463		43,936
Global public finance	32,471,073		465,923		545,760		26,625
Total	$	65,202,980	$	1,558,712	$	6,469,223	$	70,561



	Carrying Value of Assets and Liabilities
	Maximum Exposure To Loss ⁽¹⁾		Insurance Assets ⁽²⁾		Insurance Liabilities ⁽³⁾		Derivative Liabilities ⁽⁴⁾
December 31, 2013
Global structured finance:
Collateralized debt obligations	$	2,092,072	$	3,867	$	7,119	$	10,092
Mortgage-backed—residential	19,231,335		581,498		3,890,937		—
Other consumer asset-backed	5,425,583		68,511		992,177		—
Other commercial asset-backed	7,237,953		429,559		559,600		39,916
Other	4,347,287		113,468		608,213		4,312
Total global structured finance	38,334,230		1,196,903		6,058,046		54,320
Global public finance	35,732,858		531,519		604,339		27,112
Total	$	74,067,088	$	1,728,422	$	6,662,385	$	81,432

(1)

Maximum exposure to loss represents the gross maximum future payments of principal and interest on insured obligations and credit derivative contracts. Ambac’s maximum exposure to loss does not include accrued and unpaid interest on Deferred Amounts nor 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 recorded in “Premium receivables” and “Subrogation recoverable” for financial guarantee contracts on Ambac’s Consolidated Balance Sheets.


(3)	Insurance liabilities represent the amount recorded in “Loss and loss expense reserves” and “Unearned premiums” for financial guarantee contracts on Ambac’s Consolidated Balance Sheets.


(4)	Derivative liabilities represent the fair value recognized on credit derivative contracts on Ambac’s Consolidated Balance Sheets.

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4. 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⁾						Total
	Period from July 1			Period from July 1			Period from July 1			Period from July 1		Period from July 1			Period from July 1			Period from July 1			Period from July 1
	through			through			through			through		through			through			through			through
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013		September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Successor Ambac
Beginning Balance	$	231,975		$	(90,983	)	$	10,439		$	—	$	63,914		$	(12,524	)	$	306,328		$	(103,507	)
Other comprehensive income (loss) before reclassifications	(12,222		)	4,316			—			—		(38,034		)	39,384			(50,256		)	43,700
Amounts reclassified from accumulated other comprehensive income	(5,003		)	49,561			(204		)	—		—			—			(5,207		)	49,561
Net current period other comprehensive income (loss)	(17,225		)	53,877			(204		)	—		(38,034		)	39,384			(55,463		)	93,261
Balance at September 30	$	214,750		$	(37,106	)	$	10,235		$	—	$	25,880		$	26,860		$	250,865		$	(10,246	)



	Unrealized Gains (Losses) on Available- for-Sale Securities ⁽¹⁾						Amortization of Postretirement Benefit ⁽¹⁾					Gain (Loss) on Foreign Currency Translation ⁽¹⁾					Total
	Period from January 1			Period from May 1			Period from January 1			Period from May 1		Period from January 1			Period from May 1		Period from January 1			Period from May 1
	through			through			through			through		through			through		through			through
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013		September 30, 2014			September 30, 2013		September 30, 2014			September 30, 2013
Successor Ambac
Beginning Balance	$	(41,910	)	$	—		$	10,847		$	—	$	42,724		$	—	$	11,661		$	—
Other comprehensive income (loss) before reclassifications	261,879			(70,195		)	—			—		(16,844		)	26,860		245,035			(43,335		)
Amounts reclassified from accumulated other comprehensive income	(5,219		)	33,089			(612		)	—		—			—		(5,831		)	33,089
Net current period other comprehensive income (loss)	256,660			(37,106		)	(612		)	—		(16,844		)	26,860		239,204			(10,246		)
Balance at September 30	$	214,750		$	(37,106	)	$	10,235		$	—	$	25,880		$	26,860	$	250,865		$	(10,246	)

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	Unrealized Gains (Losses) on Available-for-Sale Securities ⁽¹⁾			Changes to Postretirement Benefit ⁽¹⁾			Gain (Loss) on Foreign Currency Translation ⁽¹⁾			Total
	Period from January 1			Period from January 1			Period from January 1			Period from January 1
	through			through			through			through
	April 30, 2013			April 30, 2013			April 30, 2013			April 30, 2013
Predecessor Ambac
Beginning Balance	$	651,272		$	(5,860	)	$	(20,027	)	$	625,385
Other comprehensive income (loss) before reclassifications	188,696			—			(657		)	188,039
Amounts reclassified from accumulated other comprehensive income	(13,349		)	185			—			(13,164		)
Elimination of Predecessor Ambac Shareholder Equity Accounts	(826,619		)	5,675			20,684			(800,260		)
Net current period other comprehensive income (loss)	(651,272		)	5,860			20,027			(625,385		)
Balance at April 30, 2013	$	—		$	—		$	—		$	—

(1) All amounts are net of tax and noncontrolling interest. Amounts in parentheses indicate debits.

The following table details the significant amounts reclassified from each component of accumulated other comprehensive income for the affected periods:



	Amount Reclassified from Accumulated Other Comprehensive Income ⁽¹⁾
	Period from July 1			Period from July 1		Affected Line Item in the
Details about Accumulated Other	through			through		Consolidated Statement of
Comprehensive Income Components	September 30, 2014			September 30, 2013		Total Comprehensive Income
Unrealized Gains (Losses) on Available-for-Sale Securities
	$	(5,003	)	$	49,561	Net realized investment gains
	—			—		Tax (expense) benefit
	$	(5,003	)	$	49,561	Net of tax and noncontrolling interest
Amortization of Postretirement Benefit
Prior service cost	$	(166	)	$	—	Underwriting and operating expenses ⁽²⁾
Actuarial gains (losses)	(38		)	—		Underwriting and operating expenses ⁽²⁾
	(204		)	—		Total before tax
	—			—		Tax (expense) benefit
	$	(204	)	$	—	Net of tax and noncontrolling interest
Total reclassifications for the period	$	(5,207	)	$	49,561	Net of tax and noncontrolling interest

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	Amount Reclassified from Accumulated Other Comprehensive Income ⁽¹⁾
	Successor Ambac –					Predecessor Ambac –
Details about Accumulated Other	Period from January 1			Period from May 1		Period from January 1			Affected Line Item in the
Comprehensive Income	through			through		through			Consolidated Statement of
Components	September 30, 2014			September 30, 2013		April 30, 2013			Total Comprehensive Income
Unrealized Gains (Losses) on Available-for-Sale Securities
	$	(5,219	)	$	33,089	$	(13,349	)	Net realized investment gains
	—			—		—			Tax (expense) benefit
	$	(5,219	)	$	33,089	$	(13,349	)	Net of tax and noncontrolling interest
Amortization of Postretirement Benefit
Prior service cost	$	(498	)	$	—	$	1,616		Underwriting and operating expenses ⁽²⁾
Actuarial gains (losses)	(114		)	—		(727		)	Underwriting and operating expenses ⁽²⁾
	(612		)	—		889			Total before tax
	—			—		(704		)	Tax (expense) benefit
	$	(612	)	$	—	$	185		Net of tax and noncontrolling interest
Total reclassifications for the period	$	(5,831	)	$	33,089	$	(13,164	)	Net of tax and noncontrolling interest

(1) Amounts in parentheses indicate debits to the Consolidated Statement of Total Comprehensive Income.

(2) These accumulated other comprehensive income components are included in the computation of net periodic benefit cost.

5. NET INCOME PER SHARE

Predecessor Ambac common stock (and related stock options and restricted stock units) was canceled upon emergence from bankruptcy on the Effective Date. Pursuant to the Reorganization Plan, 45,000,000 shares of new common stock at par value of $0.01 per share and 5,047,138 warrants were issued. Warrants entitle such holders to acquire up to 5,047,138 shares of new common stock at an exercise price of $16.67 per share at any time on or prior to April 30, 2023 . For the three and nine months ended September 30, 2014 , 898 and 949 warrants, respectively, were exercised, resulting in an issuance of 949 shares of common stock for the nine months ended September 30, 2014 . As of September 30, 2014 , Successor Ambac had 5,039,877 warrants outstanding. The earnings per share information for Predecessor Ambac is not meaningful to investors in Successor Ambac’s common stock and warrants.

Basic net income per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding and vested restricted stock units. Diluted net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding plus all potential dilutive common shares outstanding during the period. All potential dilutive common shares outstanding consider common stock deliverable pursuant to warrants issued under the Reorganization Plan and unvested options, restricted stock units and performance stock units granted under employee and director compensation plans. The following table provides a reconciliation of the common shares used for basic earnings per share to the diluted shares used for diluted earnings per share:

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	Period from July 1	Period from July 1
	through	through
	September 30, 2014	September 30, 2013
Weighted average number of common shares used for basic earnings per share	45,115,882	45,002,463
Effect of potential dilutive shares:
Warrants	1,469,203	1,352,412
Stock options	8,220	—
Restricted stock units	31,384	—
Performance stock units	—	—
Weighted average number of common shares and potential dilutive shares used for diluted earnings per share	46,624,689	46,354,875
Anti-dilutive shares excluded from the above reconciliation:
Warrants	—	—
Stock options	—	—
Restricted stock units	—	—



	Successor Ambac		Predecessor Ambac
	Period from January 1	Period from May 1	Period from January 1
	through	through	through
	September 30, 2014	September 30, 2013	April 30, 2013
Weighted average number of common shares used for basic earnings per share	45,083,831	45,001,741	302,469,544
Effect of potential dilutive shares:
Warrants	1,892,211	1,443,874	—
Stock options	10,569	—	—
Restricted stock units	40,473	—	109,701
Performance stock units	—	—	—
Weighted average number of common shares and potential dilutive shares used for diluted earnings per share	47,027,084	46,445,615	302,579,245
Anti-dilutive shares excluded from the above reconciliation:
Warrants	—	—	—
Stock options	—	—	475,550
Restricted stock units	—	—	—

6. FINANCIAL GUARANTEE INSURANCE CONTRACTS

Amounts presented in this Note relate only to Ambac’s non-derivative insurance business for insurance policies issued to beneficiaries, including VIEs, for which we do not consolidate the VIE.

Net Premiums Earned:

Gross premiums are received either upfront (typical of public finance obligations) or in installments (typical of structured finance obligations). For premiums received upfront, an unearned premium revenue (“UPR”) liability is established, which is initially recorded as the cash amount received. For installment premium transactions, 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 underlying insured obligation is a homogenous pool of assets which are contractually prepayable, the present value of premiums to be collected over the expected life of the transaction (the “expected” method). An appropriate risk-free rate corresponding to the weighted average life of each policy and currency is used to discount the future premiums contractually due or expected to be collected. For example, U.S. dollar exposures are discounted using U.S. Treasury rates while exposures denominated in a foreign currency are discounted using the appropriate risk-free rate for the respective currency. The weighted average risk-free rate at September 30, 2014 and December 31, 2013 , was 2.9% and 3.0% , respectively, and the weighted average period of future premiums used to estimate the premium receivable at September 30, 2014 and December 31, 2013 , was 9.5 years and 9.6 years, respectively.

Insured obligations consisting of homogeneous pools for which Ambac uses expected future premiums to estimate the premium receivable and UPR include residential mortgage-backed securities. As prepayment assumptions change for homogenous pool

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transactions, or if there is an actual prepayment for a “contractual” method installment transaction, the related premium receivable and UPR are adjusted in equal and offsetting amounts with no immediate effect on earnings using new premium cash flows and the then current risk-free rate.

Generally, the priority for the payment of financial guarantee premiums to Ambac, as required by the bond indentures of the insured obligations, is very senior in the waterfall. Additionally, in connection with the allocation of certain liabilities to the Segregated Account, trustees are required under the Segregated Account Rehabilitation Plan and related court orders to continue to pay installment premiums, notwithstanding the Segregated Account Rehabilitation Proceedings. In evaluating the credit quality of the premium receivables, management evaluates the transaction waterfall structures and the internal ratings of the transactions underlying the premium receivables. As of September 30, 2014 and December 31, 2013 , approximately 44% and 44% of the premium receivables related to transactions with non-investment grade internal ratings, comprised mainly of non-investment grade RMBS, student loan transactions and a certain asset-backed transaction, which comprised 6% , 6% , and 18% of the total premium receivables at September 30, 2014 and 7% , 7% and 17% of the total premium receivables at December 31, 2013 , respectively. At September 30, 2014 and December 31, 2013 , $16,063 and $15,262 , respectively, of premium receivables were deemed uncollectable. Past due premiums on policies insuring non-investment grade obligations amounted to less than $500 at September 30, 2014 .

Below is the gross premium receivable roll-forward (direct and assumed contracts) for the affected periods:



	Successor Ambac						Predecessor Ambac
	Period from January 1			Period from May 1			Period from January 1
	through			through			through
	September 30, 2014			September 30, 2013			April 30, 2013
Beginning premium receivable	$	1,453,021		$	1,531,631		$	1,620,621
Premium receipts	(100,646		)	(49,940		)	(48,296		)
Adjustments for changes in expected and contractual cash flows	(93,795		)	(70,900		)	(28,237		)
Accretion of premium receivable discount	29,644			17,232			14,740
Uncollectable premiums	(801		)	(14,800		)	(634		)
Other adjustments (including foreign exchange)	(20,791		)	22,787			(26,563		)
Ending premium receivable	$	1,266,632		$	1,436,010		$	1,531,631

Similar to gross premiums, premiums ceded to reinsurers are paid either upfront or in installments. Premiums ceded to reinsurers reduce the amount of premiums earned by Ambac from its financial guarantee insurance policies.

When a bond issue insured by Ambac Assurance has been retired, including those retirements due to refundings or calls, any remaining UPR is recognized at that time to the extent the financial guarantee contract is legally extinguished, causing accelerated premium revenue. For installment premium paying transactions, the recognition of any remaining UPR is offset by the reduction of the related premium receivable to zero (as it will not be collected as a result of the retirement), which may cause negative accelerated premium revenue. Successor Ambac’s accelerated premium revenue for retired obligations for the three and nine months ended September 30, 2014 was $9,192 and $42,296 . Successor Ambac’s accelerated premium revenue for retired obligations for the three and five months ended September 30, 2013 were $19,698 and $32,747 . Predecessor Ambac’s accelerated premium revenue for retired obligations for the four months ended April 30, 2013 was $36,433 . Certain obligations insured by Ambac have been legally defeased whereby government securities are purchased by the issuer with the proceeds of a new bond issuance, or less frequently with other funds of the issuer, and held in escrow (a pre-refunding). The principal and interest received from the escrowed securities are then used to retire the Ambac-insured obligations at a future date either to their maturity date or a specified call date. Ambac has evaluated the provisions in certain financial guarantee insurance policies issued on legally defeased obligations and determined those insurance policies have not been legally extinguished and, therefore, premium revenue recognition has not been accelerated.

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The effect of reinsurance on premiums written and earned was as follows:



	Period from July 1 through					Period from July 1 through
	September 30, 2014					September 30, 2013
	Written			Earned		Written			Earned
Direct	$	(13,700	)	$	68,685	$	(34,380	)	$	73,997
Assumed	—			23		—			24
Ceded	(2,805		)	3,877		(4,017		)	3,072
Net premiums	$	(10,895	)	$	64,831	$	(30,363	)	$	70,949



	Successor Ambac										Predecessor Ambac
	Period from January 1 through					Period from May 1 through					Period from January 1 through
	September 30, 2014					September 30, 2013					April 30, 2013
	Written			Earned		Written			Earned		Written			Earned
Direct	$	(64,952	)	$	222,894	$	(68,461	)	$	136,029	$	(14,125	)	$	138,468
Assumed	—			114		—			40		—			32
Ceded	(7,316		)	10,617		(7,055		)	7,081		(1,098		)	8,500
Net premiums	$	(57,636	)	$	212,391	$	(61,406	)	$	128,988	$	(13,027	)	$	130,000

The table below summarizes the future gross undiscounted premiums to be collected and future premiums earned, net of reinsurance at September 30, 2014 :



	Future premiums to be collected ⁽¹⁾		Future premiums to be earned, net of reinsurance ⁽¹⁾
Three months ended:
December 31, 2014	$	30,343	$	44,483
Twelve months ended:
December 31, 2015	119,080		161,776
December 31, 2016	112,384		145,435
December 31, 2017	105,925		133,804
December 31, 2018	100,696		124,570
Five years ended:
December 31, 2023	444,832		514,973
December 31, 2028	352,220		360,470
December 31, 2033	224,150		209,229
December 31, 2038	85,447		88,255
December 31, 2043	28,756		27,365
December 31, 2048	11,920		12,028
December 31, 2053	2,253		3,324
December 31, 2058	31		84
Total	$	1,618,037	$	1,825,796

(1)

Future premiums to be collected are undiscounted and relate to the discounted premium receivable asset recorded on Ambac's balance sheet. Future premiums to be earned, net of reinsurance relate to the unearned premium 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 described above, which results in a higher 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 in the future. 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 results in higher 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.

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Loss and Loss Expense Reserves:

A loss reserve is recorded on the balance sheet on a policy-by-policy basis for: (a) unpaid claims and (b) the excess of the present value of expected net cash flows required to be paid under an insurance contract, over the unearned premium revenue for that contract. Unpaid Claims are defined as the sum of (i) claims presented and not yet paid for policies allocated to the Segregated Account, including Deferred Amounts (as defined in Note 1) and (ii) accrued interest on Deferred Amounts (generally at an effective rate of 5.1% ) as required by the amended Segregated Account Rehabilitation Plan that became effective on June 12, 2014. Refer to Note 1 for further discussion of the amended Segregated Account Rehabilitation Plan. In accordance ASC Topic 944, unpaid claims are measured based on the estimated cost of settling the claims, which is principal plus accrued interest. The present value of expected net cash flows is defined as the present value of expected future claims to be paid under an insurance contract (including the impact of potential settlement outcomes upon future installment premiums) less the present value of potential future recoveries. In accordance with the financial guarantee insurance accounting guidance of ASC Topic 944, the approaches used to estimate expected future claims and expected future recoveries considers the likelihood of all possible outcomes. These estimation approaches are further described in Note 2, Basis Of Presentation And Significant Accounting Policies, in Part II, Item 8 “Financial Statements and Supplementary Data” included in Ambac’s Annual Report on Form 10-K for the year ended December 31, 2013 .

For those policies where the potential recovery is less than the sum of unpaid claims and expected future claims, the resulting net cash outflow is recorded as a "Loss and loss expense reserves" liability. For those policies where losses have been paid, but not yet fully recovered, the potential recovery may be greater than the unpaid claims and expected future claims, and the resulting net cash inflow is recorded as a "Subrogation recoverable" asset. Below are the components of the Loss and loss expense reserves liability and the Subrogation recoverable asset at September 30, 2014 and December 31, 2013 :



	September 30, 2014
	Unpaid Claims				Present Value of Expected Net Cash Flows
Balance Sheet Line Item	Claims		Accrued Interest		Claims and Loss Expenses		Recoveries			Unearned Premium Revenue			Gross Loss and Loss Expense Reserves
Loss and loss expense reserves	$	3,319,248	$	289,865	$	4,324,634	$	(1,488,476	)	$	(441,797	)	$	6,003,474
Subrogation recoverable	695,918		69,955		138,738		(1,393,848		)	—			(489,237		)
Totals	$	4,015,166	$	359,820	$	4,463,372	$	(2,882,324	)	$	(441,797	)	$	5,514,237



	December 31, 2013
	Unpaid Claims				Present Value of Expected Net Cash Flows
Balance Sheet Line Item	Claims		Accrued Interest		Claims and Loss Expenses		Recoveries			Unearned Premium Revenue			Gross Loss and Loss Expense Reserves
Loss and loss expense reserves	$	3,374,224	$	—	$	4,895,277	$	(1,797,805	)	$	(502,984	)	$	5,968,712
Subrogation recoverable	530,091		—		135,610		(1,164,179		)	—			(498,478		)
Totals	$	3,904,315	$	—	$	5,030,887	$	(2,961,984	)	$	(502,984	)	$	5,470,234

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Below is the loss and loss expense reserve roll-forward, net of subrogation recoverable and reinsurance, for the affected periods:



	Successor Ambac						Predecessor Ambac
	Period from January 1			Period from May 1			Period from January 1
	through			through			through
	September 30, 2014			September 30, 2013			April 30, 2013
Beginning gross loss and loss expense reserves	$	5,470,234		$	5,572,672		$	6,122,140
Less reinsurance on loss and loss expense reserves	122,357			138,155			147,409
Beginning balance of net loss and loss expense reserves	5,347,877			5,434,517			5,974,731
Changes in the loss and loss expense reserves due to:
Current year:
Establishment of new loss and loss expense reserves, gross of RMBS subrogation and net of reinsurance	236			47,838			2,748
Claim and loss expense payments, net of subrogation and reinsurance	(4		)	(163		)	(58		)
Establishment of RMBS subrogation recoveries, net of reinsurance	—			(315		)	(159		)
Total current year	232			47,360			2,531
Prior years:
Change in previously established loss and loss expense reserves, gross of RMBS subrogation and net of reinsurance	(934		)	(322,165		)	(52,642		)
Claim and loss expense recoveries (payments), net of subrogation and reinsurance	67,736			(2,376		)	20,902
Change in previously established RMBS subrogation recoveries, net of reinsurance	(6,315		)	119,294			(12,596		)
Total prior years	60,487			(205,247		)	(44,336		)
Net change in loss and loss expense reserves	60,719			(157,887		)	(41,805		)
Net consolidation of certain VIEs	—			—			(498,409		)
Ending net loss and loss expense reserves	5,408,596			5,276,630			5,434,517
Add reinsurance on loss and loss expense reserves	105,641			123,425			138,155
Ending gross loss and loss expense reserves	$	5,514,237		$	5,400,055		$	5,572,672

The negative development in loss and loss expense reserves for Successor Ambac established in prior years for the nine months ended September 30, 2014 was primarily due to the addition of accrued interest on Deferred Amounts pursuant to the amended Segregated Account Rehabilitation Plan offset by improved performance in all sectors, including RMBS, international municipal and other structured finance. The positive development in loss and loss expense reserves for Successor Ambac established in prior years for the five months ended September 30, 2013 was primarily due to improved performance of the Student Loan and RMBS portfolios. The positive development in loss and loss expense reserves for Predecessor Ambac established in prior years for the four months ended April 30, 2013 was primarily due to improved performance of the RMBS portfolio offset by deterioration in certain Public Finance and Ambac Assurance UK Limited ("Ambac UK") credits.

The net change in net loss and loss expense reserves are included in losses and loss expenses in the Consolidated Statement of Total Comprehensive Income. For Successor Ambac, reinsurance recoveries of losses included in losses and loss expenses in the Consolidated Statements of Total Comprehensive Income were an expense of $3,885 and $16,045 for the three and nine months ended September 30, 2014 , respectively. Reinsurance recoveries of losses included in losses and loss expenses in the Consolidated Statements of Total Comprehensive Income were an expense of $17,418 and $12,355 for the three and five months ended September 30, 2013 , respectively. For Predecessor Ambac, reinsurance recoveries of losses included in losses and loss expenses in the Consolidated Statements of Total Comprehensive Income was a benefit of $3,889 for the four months ended April 30, 2013 .

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The tables below summarize information related to policies currently included in Ambac’s loss and loss expense reserves or subrogation recoverable at September 30, 2014 and December 31, 2013 . Net par exposures include capital appreciation bonds which are reported at the par amount at the time of issuance of the insurance policy. The weighted average risk-free rate used to discount loss reserves at September 30, 2014 and December 31, 2013 was 2.7% and 3.2% , respectively.



Surveillance Categories (at September 30, 2014)
	I/SL			IA			II			III			IV			V			Total
Number of policies	36			26			41			86			164			1			354
Remaining weighted-average contract period (in years)	8			12			15			20			12			6			15
Gross insured contractual payments outstanding:
Principal	$	898,817		$	478,130		$	3,101,558		$	5,516,840		$	10,463,229		$	47		$	20,458,621
Interest	344,788			208,929			1,974,807			3,051,291			2,255,635			19			7,835,469
Total	$	1,243,605		$	687,059		$	5,076,365		$	8,568,131		$	12,718,864		$	66		$	28,294,090
Gross undiscounted claim liability ⁽¹⁾	$	16,134		$	11,620		$	176,815		$	2,474,118		$	7,832,910		$	60		$	10,511,657
Discount, gross claim liability	(1,124		)	(1,043		)	(18,676		)	(869,612		)	(894,405		)	(2		)	(1,784,862		)
Gross claim liability before all subrogation and before reinsurance	$	15,010		$	10,577		$	158,139		$	1,604,506		$	6,938,505		$	58		$	8,726,795
Less:
Gross RMBS subrogation ⁽²⁾	—			—			—			(6		)	(2,231,234		)	—			(2,231,240		)
Discount, RMBS subrogation	—			—			—			—			16,810			—			16,810
Discounted RMBS subrogation, before reinsurance	—			—			—			(6		)	(2,214,424		)	—			(2,214,430		)
Less:
Gross other subrogation ⁽³⁾	—			—			(18,030		)	(112,998		)	(622,128		)	—			(753,156		)
Discount, other subrogation	—			—			7,035			29,133			49,094			—			85,262
Discounted other subrogation, before reinsurance	—			—			(10,995		)	(83,865		)	(573,034		)	—			(667,894		)
Gross claim liability, net of all subrogation and discounts, before reinsurance	$	15,010		$	10,577		$	147,144		$	1,520,635		$	4,151,047		$	58		$	5,844,471
Less: Unearned premium revenue	(10,604		)	(3,441		)	(76,255		)	(280,123		)	(71,374		)	—			(441,797		)
Plus: Loss expense reserves	109			1,754			2,420			9,152			98,128			—			111,563
Gross loss and loss expense reserves	$	4,515		$	8,890		$	73,309		$	1,249,664		$	4,177,801		$	58		$	5,514,237
Reinsurance recoverable reported on Balance Sheet ⁽⁴⁾	$	64		$	896		$	1,393		$	112,683		$	(9,525	)	$	—		$	105,511


(1)	Gross undiscounted claim liability includes unpaid claims, including accrued interest on Deferred Amounts, on policies allocated to the Segregated Account and Ambac's estimate of expected future claims.


(2)	RMBS subrogation represents Ambac’s estimate of subrogation recoveries from RMBS transaction sponsors for representation and warranty breaches.


(3)	Other subrogation represents subrogation, including subrogation from RMBS transactions, other than subrogation as defined in (2) above.


(4)	Reinsurance recoverable reported on Balance Sheet includes reinsurance recoverables of $105,641 related to future loss and loss expenses and $(130) related to previously presented loss and loss expenses.

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Surveillance Categories (at December 31, 2013)
	I/SL			IA			II			III			IV			V			Total
Number of policies	18			23			52			76			169			1			339
Remaining weighted-average contract period (in years)	13			19			17			19			11			6			14
Gross insured contractual payments outstanding:
Principal	$	834,708		$	1,125,284		$	3,464,420		$	5,597,387		$	11,184,943		$	47		$	22,206,789
Interest	506,903			871,751			2,130,271			2,331,222			2,556,968			18			8,397,133
Total	$	1,341,611		$	1,997,035		$	5,594,691		$	7,928,609		$	13,741,911		$	65		$	30,603,922
Gross undiscounted claim liability ⁽¹⁾	$	7,447		$	54,398		$	221,321		$	3,029,891		$	7,963,137		$	65		$	11,276,259
Discount, gross claim liability	(1,225		)	(6,726		)	(32,630		)	(1,299,032		)	(1,112,829		)	(6		)	(2,452,448		)
Gross claim liability before all subrogation and before reinsurance	$	6,222		$	47,672		$	188,691		$	1,730,859		$	6,850,308		$	59		$	8,823,811
Less:
Gross RMBS subrogation ⁽²⁾	—			—			—			(4,516		)	(2,211,333		)	—			(2,215,849		)
Discount, RMBS subrogation	—			—			—			15			9,236			—			9,251
Discounted RMBS subrogation, before reinsurance	—			—			—			(4,501		)	(2,202,097		)	—			(2,206,598		)
Less:
Gross other subrogation ⁽³⁾	—			—			(20,367		)	(116,145		)	(710,187		)	—			(846,699		)
Discount, other subrogation	—			—			9,522			36,125			45,666			—			91,313
Discounted other subrogation, before reinsurance	—			—			(10,845		)	(80,020		)	(664,521		)	—			(755,386		)
Gross claim liability, net of all subrogation and discounts, before reinsurance	$	6,222		$	47,672		$	177,846		$	1,646,338		$	3,983,690		$	59		$	5,861,827
Less: Unearned premium revenue	(4,060		)	(22,901		)	(95,550		)	(280,245		)	(100,228		)	—			(502,984		)
Plus: Loss expense reserves	—			11			2,257			1,658			107,465			—			111,391
Gross loss and loss expense reserves	$	2,162		$	24,782		$	84,553		$	1,367,751		$	3,990,927		$	59		$	5,470,234
Reinsurance recoverable reported on Balance Sheet	$	146		$	2,271		$	2,273		$	119,795		$	(3,236	)	$	—		$	121,249


(1)	Gross undiscounted claim liability includes unpaid claims, including accrued interest on Deferred Amounts, on policies allocated to the Segregated Account and Ambac's estimate of expected future claims.


(2)	RMBS subrogation represents Ambac’s estimate of subrogation recoveries from RMBS transaction sponsors for representation and warranty breaches.


(3)	Other subrogation represents subrogation, including subrogation from RMBS transactions, other than subrogation as defined in (2) above.


(4)	Reinsurance recoverable reported on Balance Sheet includes reinsurance recoverables of $122,357 related to future loss and loss expenses and $(1,108) related to previously presented loss and loss expenses.

Ambac records estimated subrogation recoveries for breaches of representations and warranties (R&W) by sponsors of certain RMBS transactions. Prior to the June 30, 2014 reporting period, Ambac utilized the Adverse and Random Sample approaches to estimate R&W subrogation recoveries for certain RMBS transactions. For a discussion of these subrogation recovery approaches, see Note 2, Basis Of Presentation And Significant Accounting Policies , in Part II, Item 8 “Financial Statements and Supplementary Data” included in Ambac’s Annual Report on Form 10-K for the year ended December 31, 2013 . Beginning with the June 30, 2014 reporting period, as a result of gaining further access to loan files, the Random Sample approach has been utilized for all transactions which were previously evaluated using the Adverse Sample approach.

Ambac has recorded RMBS subrogation recoveries of $2,214,430 ( $2,189,967 net of reinsurance) and $2,206,598 ( $2,183,652 net of reinsurance) at September 30, 2014 and December 31, 2013 , respectively. The balance of RMBS subrogation recoveries and the related claim liabilities, by estimation approach, at September 30, 2014 and December 31, 2013 , are as follows:



	September 30, 2014
Approach	Gross loss reserves before subrogation recoveries ⁽¹⁾		Subrogation recoveries ⁽²⁾⁽³⁾			Gross loss reserves after subrogation recoveries
Random samples ⁽⁴⁾	$	2,670,550	$	(2,214,430	)	$	456,120
Totals	$	2,670,550	(2,214,430		)	$	456,120

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	December 31, 2013
Approach	Gross loss reserves before subrogation recoveries ⁽¹⁾		Subrogation recoveries ^(2) (3)		Gross loss reserves after subrogation recoveries
Adverse samples	$	2,084,911	(1,252,773	)	$	832,138
Random samples ⁽⁴⁾	1,078,861		(953,825	)	125,036
Totals	$	3,163,772	(2,206,598	)	$	957,174


(1)	Includes unpaid RMBS claims, including accrued interest on Deferred Amounts, on policies allocated to the Segregated Account.

(2)

The amount of recorded subrogation recoveries related to each securitization is limited to ever-to-date paid and unpaid losses plus the present value of expected cash flows for each policy. To the extent losses have been paid but not yet fully recovered, the recorded amount of RMBS subrogation recoveries may exceed the sum of the unpaid claims and the present value of expected cash flows for a given policy. The net cash inflow for these policies is recorded as a “Subrogation recoverable” asset. For those transactions where the subrogation recovery is less than the sum of unpaid claims and the present value of expected cash flows, the net cash outflow for these policies is recorded as a “Loss and loss expense reserves” liability.

(3)

The sponsor’s repurchase obligation may differ depending on the terms of the particular transaction and the status of the specific loan, such as whether it is performing or has been liquidated or charged off. The estimated subrogation recovery for these transactions is based primarily on loan level data provided through trustee reports received in the normal course of our surveillance activities or provided by the sponsor. While this data may not include all the components of the sponsor’s contractual repurchase obligation we believe it is the best information available to estimate the subrogation recovery.


(4)	From time to time R&W subrogation may include estimates of potential sponsor settlements that are currently in negotiation but have not been subject to a sampling approach. However, such estimates are not material to Ambac’s financial results and therefore are included in the Random Sample section of this table.

Below is the rollforward of RMBS subrogation, by estimation approach, for the affected periods:



	Random sample			Adverse sample			Total
Successor Ambac:
Discounted RMBS subrogation (gross of reinsurance) at January 1, 2014	$	953,825		$	1,252,773		$	2,206,598
Changes recognized in 2014:
Additional transactions reviewed	24,565			—			24,565
Changes in estimation approach ⁽¹⁾	1,272,532			(1,218,681		)	53,851
Impact of Sponsor Actions ⁽²⁾	(90,000		)	—			(90,000		)
All other changes ⁽³⁾	53,508			(34,092		)	19,416
Discounted RMBS subrogation (gross of reinsurance) at September 30, 2014	2,214,430			—			2,214,430



	Random sample			Adverse sample			Total
Successor Ambac:
Discounted RMBS subrogation (gross of reinsurance) at May 1, 2013	$	1,004,252		$	1,478,666		$	2,482,918
Changes recognized through September 30, 2013:
Additional transactions reviewed	2,426			—			2,426
Changes in estimation approach ⁽¹⁾	—			—			—
Impact of Sponsor Actions ⁽²⁾	—			—			—
All other changes ⁽³⁾	(48,910		)	(74,578		)	(123,488		)
Discounted RMBS subrogation (gross of reinsurance) at September 30, 2013	$	957,768		$	1,404,088		$	2,361,856



	Random sample			Adverse sample		Total
Predecessor Ambac
Discounted RMBS subrogation (gross of reinsurance) at January 1, 2013	$	1,080,408		$	1,442,817	$	2,523,225
Changes recognized through April 30, 2013:
Additional transactions reviewed	—			—		—
Changes in estimation approach ⁽¹⁾	—			—		—
Impact of sponsor actions ⁽²⁾	(54,195		)	—		(54,195		)
All other changes ⁽³⁾	(21,961		)	35,849		13,888
Discounted RMBS subrogation (gross of reinsurance) at April 30, 2013	$	1,004,252		$	1,478,666	$	2,482,918


(1)	Represents estimated subrogation for those transactions previously evaluated using the Adverse Sample approach, which are evaluated using a Random Sample approach beginning June 30, 2014. The amounts shown in the Random and Adverse Sample columns are different as a result of the differences in estimation approaches.

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(2)	Sponsor actions include loan repurchases, direct payments to Ambac, and other contributions from sponsors.

(3)

All other changes which may impact RMBS subrogation recoveries include changes in actual or projected collateral performance, changes in the creditworthiness of a sponsor, and/or the projected timing of recoveries. All other changes may also include estimates of potential sponsor settlements that are currently in negotiation but have not been subject to a sampling approach. However, such estimates are not material to Ambac’s financial results and therefore are included in the Random Sample column of this table.

Insurance intangible asset:

The insurance intangible amortization expense is included in insurance intangible amortization on the Consolidated Statements of Total Comprehensive Income for Successor Ambac. For the three and nine months ended September 30, 2014 the insurance intangible amortization expense was $41,908 and $109,878 , respectively. For the three and five months ending September 30, 2013 the insurance intangible amortization expense was $37,473 and $62,425 , respectively. As of September 30, 2014 and December 31, 2013 , the insurance intangible asset was $1,475,012 and $1,597,965 , respectively. The September 30, 2014 and December 31, 2013 insurance intangible asset is net of accumulated amortization of $209,293 and $100,767 , respectively.

The estimated future amortization expense for the insurance intangible asset is as follows:



2014	$	33,238
2015	122,516
2016	110,532
2017	100,993
2018	93,711
Thereafter	1,014,022

7. 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 prioritizes model inputs into three broad levels as follows:



Ÿ Level 1		Quoted prices for identical instruments in active markets. Assets and liabilities classified as Level 1 include US Treasury securities, exchange traded futures contracts, variable rate demand obligations, money market funds and mutual funds.

Ÿ Level 2		Quoted 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 direct investments in fixed income securities representing municipal, asset-backed and corporate obligations, most financial services derivatives, and most long-term debt of variable interest entities consolidated under the Consolidation Topic of the ASC. Also included are equity interests in pooled investment funds measured at fair value where the investment can be redeemed in the near term at a value based on the net asset value.

Ÿ Level 3		Model 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 written as part of the financial guarantee business, certain financial services interest rate swap contracts, equity interests in Ambac sponsored special purpose entities and certain investments in fixed income securities. Additionally, Level 3 assets and liabilities generally include fixed income securities, loan receivables, and certain long-term debt of variable interest entities consolidated under the Consolidation Topic of the ASC.

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The following table sets forth the carrying amount and fair value of Ambac’s financial assets and liabilities as of September 30, 2014 and December 31, 2013 , 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.



	Successor Ambac
	Carrying Amount			Total Fair Value			Fair Value Measurements Categorized as:
							Level 1		Level 2			Level 3
September 30, 2014
Financial assets:
Fixed income securities:
Municipal obligations	$	939,442		$	939,442		$	—	$	939,442		$	—
Corporate obligations	1,805,683			1,805,683			—		1,801,938			3,745
Foreign obligations	125,113			125,113			—		125,113			—
U.S. government obligations	78,048			78,048			78,048		—			—
U.S. agency obligations	29,868			29,868			—		29,868			—
Residential mortgage-backed securities	1,824,492			1,824,492			—		1,824,492			—
Collateralized debt obligations	46,040			46,040			—		46,040			—
Other asset-backed securities	1,307,542			1,307,542			—		1,248,627			58,915
Fixed income securities, pledged as collateral:
U.S. government obligations	64,031			64,031			64,031		—			—
Short term investments	550,900			550,900			549,124		1,776			—
Other investments	290,870			282,845			—		270,791			12,054
Cash and cash equivalents	43,332			43,332			43,332		—			—
Loans	6,057			6,129			—		—			6,129
Derivative assets:
Credit derivatives	1,052			1,052			—		—			1,052
Interest rate swaps—asset position	89,159			89,159			—		89,159			—
Interest rate swaps—liability position	—			—			—		—			—
Futures contracts	1,109			1,109			1,109		—			—
Other assets	12,401			12,401			—		—			12,401
Variable interest entity assets:
Fixed income securities:
Corporate obligations	2,651,683			2,651,683			—		—			2,651,683
Restricted cash	7,337			7,337			7,337		—			—
Loans	12,503,484			12,503,484			—		—			12,503,484
Total financial assets	$	22,377,643		$	22,369,690		$	742,981	$	6,377,246		$	15,249,463
Financial liabilities:
Obligations under investment agreements	$	160,515		$	163,960		$	—	$	—		$	163,960
Long term debt, including accrued interest	1,595,358			1,741,594			—		—			1,741,594
Derivative liabilities:
Credit derivatives	83,882			83,882			—		—			83,882
Interest rate swaps—asset position	(50,107		)	(50,107		)	—		(50,107		)	—
Interest rate swaps—liability position	314,515			314,515			—		181,443			133,072
Futures contracts	—			—			—		—			—
Other contracts	137			137			—		137			—
Liabilities for net financial guarantees written ⁽¹⁾	4,580,937			6,661,100			—		—			6,661,100
Variable interest entity liabilities:
Long-term debt	13,159,174			13,159,174			—		11,870,471			1,288,703
Derivative liabilities:
Interest rate swaps—liability position	1,885,244			1,885,244			—		1,885,244			—
Currency swaps—liability position	70,047			70,047			—		70,047			—
Total financial liabilities	$	21,799,702		$	24,029,546		$	—	$	13,957,235		$	10,072,311

(1)

The carrying value of net financial guarantees written includes 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.

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	Successor Ambac
	Carrying Amount			Total Fair Value			Fair Value Measurements Categorized as:
							Level 1		Level 2			Level 3
December 31, 2013
Financial assets:
Fixed income securities:
Municipal obligations	$	1,377,723		$	1,377,723		$	—	$	1,377,723		$	—
Corporate obligations	1,489,369			1,489,369			—		1,485,867			3,502
Foreign obligations	124,877			124,877			—		124,877			—
U.S. government obligations	126,248			126,248			126,248		—			—
U.S. agency obligations	32,154			32,154			—		31,946			208
Residential mortgage-backed securities	1,558,625			1,558,625			—		1,558,625			—
Collateralized debt obligations	183,872			183,872			—		183,872			—
Other asset-backed securities	992,448			992,448			—		928,375			64,073
Fixed income securities, pledged as collateral:
U.S. government obligations	126,223			126,223			126,223		—			—
Short term investments	271,119			271,119			267,612		3,507			—
Other investments	241,069			241,069			—		240,969			100
Cash and cash equivalents	77,370			77,370			74,425		2,945			—
Loans	6,179			6,238			—		—			6,238
Derivative assets:
Interest rate swaps—asset position	76,631			76,631			—		76,631			—
Interest rate swaps—liability position	(1,257		)	(1,257		)	—		(1,257		)	—
Futures contracts	2,337			2,337			2,337		—			—
Other assets	13,384			13,384			—		—			13,384
Variable interest entity assets:
Fixed income securities:
Corporate obligations	2,475,182			2,475,182			—		—			2,475,182
Restricted cash	17,498			17,498			17,498		—			—
Loans	13,398,895			13,398,895			—		—			13,398,895
Total financial assets	$	22,589,946		$	22,590,005		$	614,343	$	6,014,080		$	15,961,582
Financial liabilities:
Obligations under investment agreements	$	359,070		$	360,506		$	—	$	—		$	360,506
Long term debt, including accrued interest	1,256,602			1,215,029			—		—			1,215,029
Derivative liabilities:
Credit derivatives	94,322			94,322			—		—			94,322
Interest rate swaps—asset position	(55,619		)	(55,619		)	—		(55,619		)	—
Interest rate swaps—liability position	215,030			215,030			—		122,418			92,612
Other contracts	165			165			—		165			—
Liabilities for net financial guarantees written ⁽¹⁾	4,509,539			4,876,617			—		—			4,876,617
Variable interest entity liabilities:
Long-term debt	14,091,753			14,091,753			—		12,577,148			1,514,605
Derivative liabilities:
Interest rate swaps—liability position	1,680,834			1,680,834			—		1,680,834			—
Currency swaps—liability position	91,472			91,472			—		91,472			—
Total financial liabilities	$	22,243,168		$	22,570,109		$	—	$	14,416,418		$	8,153,691

(1)

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. Because many fixed income securities do not trade on a daily basis, pricing sources apply available information through processes such as matrix pricing to calculate fair value. In those cases, the items are classified within

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Level 2. If quoted market prices are not available, fair value is based upon models that use, where possible, current market-based or independently-sourced market parameters. 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.

The determination of fair value for financial instruments categorized in Level 2 or 3 involves significant 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 prices for securities. We believe the potential for differences in third-party pricing levels is particularly significant with respect to residential mortgage-backed and certain other asset-backed securities held in our investment portfolio and referenced in our credit derivative portfolio, due to the low levels of trading activity for such securities. 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’s financial instruments carried at fair value are mainly comprised of investments in fixed income securities, equity interests in pooled investment funds, derivative instruments, most variable interest entity assets and liabilities and equity interests in Ambac sponsored special purpose entities. 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 quarterly to validate fair value model results. However many of the financial instruments valued using significant unobservable inputs 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. Additionally, changes to fair value methods and assumptions are reviewed with the Chief Executive Officer and the Audit Committee when such changes may be material to the company’s financial position or results. Other valuation control procedures specific to particular portfolios are described further below.

We reflect Ambac’s own creditworthiness in the fair value of financial liabilities by including a credit valuation adjustment (“CVA”) in the determination of fair value. A decline (increase) in Ambac’s creditworthiness as perceived by market participants will generally result in a higher (lower) CVA, thereby lowering (increasing) the fair value of Ambac’s financial liabilities as reported.

Fixed Income Securities:

The fair values of fixed income investment securities are based primarily on market prices received from dealer quotes or alternative pricing sources with reasonable levels of price transparency. Such quotes generally consider a variety of factors, including recent trades of the same and similar securities. For those fixed income investments where quotes were not available, fair values are based on internal valuation models. Key inputs to the internal valuation models 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. 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, 2014 , approximately 9% , 90% , and 1% of the investment portfolio (excluding variable interest entity investments) was valued using dealer quotes, alternative pricing sources with reasonable levels of price transparency and internal valuation models, respectively. At December 31, 2013 , approximately 11% , 88% , and 1% of the investment portfolio (excluding variable interest entity investments) was valued using dealer quotes, alternative pricing sources with reasonable levels of price transparency and internal valuation models, respectively.

Ambac performs various review and validation procedures to quoted and modeled prices for fixed income securities, including price variance analysis, missing and static price reviews, overall valuation analysis by senior traders and finance managers and reviews associated with our ongoing impairment analysis. Unusual prices identified through these procedures will be evaluated further against separate broker quotes (if available) or internally modeled prices, 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 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 and approved by senior traders and finance managers.

The reported fair values of Level 2 fixed income securities are obtained from third party quotes. Information about the valuation inputs for fixed income securities classified as Level 3 is included below:

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Corporate obligations: These securities represent interest only strips of investment grade corporate obligations. The fair value of such securities classified as Level 3 was $3,745 and $3,502 at September 30, 2014 and December 31, 2013 , respectively. Fair value was calculated using a discounted cash flow approach with the discount rate determined from the yields of corporate bonds from the same issuers. Significant inputs for the interest only strips valuation at September 30, 2014 and December 31, 2013 include the following weighted averages:

September 30, 2014


a.	Coupon rate: 0.35%


b.	Maturity: 19.39 years


c.	Yield: 5.23%

December 31, 2013


a.	Coupon rate: 0.35%


b.	Maturity: 20.14 years


c.	Yield: 6.30%

U.S. agency obligations : These notes are secured by separate lease rental agreements with the U.S. Government acting through the General Services Administration. The fair value of such securities classified as Level 3 was $0 and $208 at September 30, 2014 and December 31, 2013 , respectively. Valuation of these assets was classified as Level 2 as of September 30, 2014 . At December 31, 2013 , fair value of these assets was calculated using a discounted cash flow approach with the yield based on comparable U.S. agency securities. Significant inputs for the valuation at December 31, 2013 include the following weighted averages:

December 31, 2013


a.	Coupon rate: 6.98%


b.	Maturity: 1.37 years


c.	Yield: 0.39%

Other asset-backed securities: These securities are floating rate investment grade notes collateralized by various asset types. The fair value of such securities classified as Level 3 was $58,915 and $64,073 at September 30, 2014 and December 31, 2013 , respectively. Fair value was calculated using a discounted cash flow approach with expected future cash flows discounted using a yield curve consistent with the security type and rating. Significant inputs for the valuation at September 30, 2014 and December 31, 2013 include the following weighted averages:

September 30, 2014


a.	Coupon rate: 0.63%


b.	Maturity: 6.69 years


c.	Yield: 4.72%

December 31, 2013


a.	Coupon rate: 0.64%


b.	Maturity: 7.15 years


c.	Yield: 5.17%

Other Investments:

Other investments primarily relate to investments in pooled investment funds, which are valued using the net asset value (“NAV”) per share, calculated on at least a monthly basis where NAV is the basis for determining the redemption value of the investment. These investments are classified as Level 2 as redemptions may be made in the near term (within 90 days) without significant impediments or restrictions. Ambac assesses impediments to redemption and other factors that may restrict the ability to redeem investments in the near term or at values approximating the NAV and may classify the investments as Level 3 if such factors exist. Other investments also include Ambac's equity interest in a securitization trust created in 2014 that holds junior surplus notes issued by the Segregated Account as assets and issued Offered Notes to third party investors. Valuation of Ambac's equity interest in the trust is classified as Level 3 and equals the excess of the fair value of the trust's junior surplus note assets over that of its note liabilities, both of which are calculated by discounting estimated future cash flows.

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Derivative Instruments:

Ambac’s derivative instruments primarily comprise interest rate and credit default 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 ratings on underlying referenced obligations, yield curves and tax-exempt interest ratios. The valuation of certain interest rate as well as all credit derivative contracts also 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 and other liabilities. The fair value of credit derivative liabilities was reduced by $15,978 and $38,966 at September 30, 2014 and December 31, 2013 , as a result of incorporating a CVA into the valuation model for these transactions. Interest rate swaps and other derivative liabilities may also require an adjustment to fair value to reflect Ambac’s credit risk. Derivative liabilities were reduced by $48,481 and $48,425 at September 30, 2014 and December 31, 2013 , as a result of Ambac's credit risk ("Ambac CVA") adjustments to derivative contracts other than credit derivatives. Additional factors considered in estimating the amount of any Ambac CVA on such contracts include collateral posting provisions, right of set-off with the counterparty, the period of time remaining on the derivatives and the pricing of recent terminations.

As described further below, certain valuation models require other inputs that are not readily observable in the market. The selection of a model to value a derivative depends on the contractual terms of, and specific risks inherent in the instrument as well as the availability of pricing information in the market.

For derivatives that are less complex and trade in liquid markets or may be valued primarily by reference to interest rates and yield curves that are observable and regularly quoted, such as interest rate swaps, we utilize vendor-developed models. These models provide the net present value of the derivatives based on contractual terms and observable market data. Downgrades of Ambac Assurance, as guarantor of the financial services derivatives, have increased collateral requirements and triggered termination provisions in certain interest rate swaps. Termination activity since the initial rating downgrades of Ambac Assurance provided additional information about the replacement and/or exit value of certain financial services derivatives, which has been incorporated into the fair value of these derivatives as appropriate. Generally, the need for counterparty (or Ambac) CVAs is mitigated by the existence of collateral posting agreements under which adequate collateral has been posted. Derivative contracts entered into with financial guarantee customers are not typically subject to collateral posting agreements. Counterparty credit risk related to such customer derivative assets is included in our fair value adjustments.

For derivatives that do not trade, or trade in less liquid markets such as credit derivatives, a proprietary model is used because such instruments tend to be unique, contain complex or heavily modified and negotiated terms, and pricing information is not readily available in the market. Derivative fair value models and the related assumptions are continuously re-evaluated by management and enhanced, as appropriate, based on improvements in modeling techniques. Ambac has not made any significant changes to its modeling techniques or related model inputs for the periods presented.

Credit Derivatives (“CDS”):

Fair value of Ambac’s CDS is determined using internal valuation models and represents the net present value of the difference between the fees Ambac originally charged for the credit protection and our estimate of what a financial guarantor of comparable credit quality would hypothetically charge to provide the same protection at the balance sheet date. Ambac competed in the financial guarantee market, which differs from the credit markets where Ambac-insured obligations may trade. As a financial guarantor, Ambac assumes only credit risk; we do not assume other risks and costs inherent in direct ownership of the underlying reference securities. Additionally, as a result of having the ability to influence our CDS counterparty in certain investor decisions, financial guarantors generally have the ability to actively remediate the credit, potentially reducing the loss given a default. Financial guarantee contracts, including CDS, issued by Ambac and its competitors are typically priced to capture some portion of the spread that would be observed in the capital markets for the underlying (insured) obligation. Such pricing was well established by historical financial guarantee fees relative to capital market spreads as observed and executed in competitive markets, including in financial guarantee reinsurance and secondary market transactions. Because of this relationship and in the absence of severe credit deterioration, changes in the fair value of our credit default swaps will generally be less than changes in the fair value of the underlying reference obligations.

Key variables used in our valuation of substantially all of our credit derivatives include the balance of unpaid notional, expected term, fair values of the underlying reference obligations, reference obligation credit ratings, assumptions about current financial guarantee CDS fee levels relative to reference obligation spreads and the CVA applied against Ambac Assurance liabilities by market participants. Notional balances, expected remaining term and reference obligation credit ratings are monitored and determined by Ambac’s risk group. Fair values of the underlying reference obligations are obtained from broker quotes when

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available, or are derived from other market indications such as new issuance spreads and quoted values for similar transactions. Implicit in the fair values we obtain on the underlying reference obligations are the market’s assumptions about default probabilities, default timing, correlation, recovery rates and collateral values.

Broker quotes on the reference obligations named in our CDS contracts represent an input to determine the estimated fair value of the CDS contract. Broker quotes are indicative values for the reference obligation and generally do not represent a bid for the reference instrument. Such quotes follow methodologies that are generally consistent with those used to value similar assets on the quote providers’ own books. Methodologies may differ among brokers but are understood to reflect observable trading activity (when available) and modeling that relies on empirical data and reasonable assumptions. For certain CDS contracts referencing unsecuritized pools of assets, we will obtain counterparty quotes on the credit derivative itself. Such quotes are adjusted to reflect Ambac’s own credit risk when determining the fair value of credit derivative liabilities. Third party reference obligation values or specific credit derivative quotes were used in the determination of CDS fair values related to transactions representing 73% of CDS gross par outstanding and 65% of the CDS derivative liability as of September 30, 2014 .

When broker quotes for reference obligations are not available, reference obligation prices used in the valuation model are estimated internally based on averages of the quoted prices for other transactions of the same bond type and Ambac rating as well as changes in published credit spreads for securities with similar collateral and ratings characteristics. When price quotes of a similar bond type vary significantly or the number of similar transactions is small, management will consider additional factors, such as specific collateral composition and performance and contractual subordination, to identify similar transactions. Reference obligation prices derived internally as described above were used in the determination of CDS fair values related to transactions representing 27% of CDS gross par outstanding and 35% of the CDS derivative liability as of September 30, 2014 .

Ambac’s CDS fair value calculations are adjusted for changes in our estimates of expected loss on the reference obligations and observable changes in financial guarantee market pricing. If no adjustment is considered necessary, Ambac maintains the same percentage of the credit spread (over LIBOR) demanded in the market for the reference obligation as existed at the inception of the CDS. Therefore, absent changes in expected loss on the reference obligations or financial guarantee CDS market pricing, the financial guarantee CDS fee used for a particular contract in Ambac’s fair value calculations represent a consistent percentage, period to period, of the credit spread determinable from the reference obligation value at the balance sheet date. This results in a CDS fair value balance that fluctuates in proportion with the reference obligation value.

The amount of expected loss on a reference obligation is a function of the probability that the obligation will default and severity of loss in the event of default. Ambac’s CDS transactions were all originally underwritten with extremely low expected losses. Both the reference obligation spreads and Ambac’s CDS fees at the inception of these transactions reflect these low expected losses. When reference obligations experience credit deterioration, there is an increase in the probability of default on the obligation and, therefore, an increase in expected loss. Ambac reflects the effects of changes in expected loss on the fair value of its CDS contracts by increasing the percentage of the reference obligation spread (over LIBOR) which would be captured as a CDS fee (“relative change ratio”) at the valuation date, resulting in a higher mark-to-market loss on our CDS relative to any price decline on the reference obligation. The fundamental assumption is that financial guarantee CDS fees will increase relative to reference obligation spreads as the underlying credit quality of the reference obligation deteriorates and approaches payment default. For example, if the credit spread of an underlying reference obligation was 80 basis points at the inception of a transaction and Ambac received a 20 basis point fee for issuing a CDS on that obligation, the relative change ratio, which represents the CDS fee to cash market spread Ambac would utilize in its valuation calculation, would be 25%. If the reference obligation spread increased to 100 basis points in the current reporting period, absent any observable changes in financial guarantee CDS market pricing or credit deterioration, Ambac’s current period CDS fee would be computed by multiplying the current reference obligation spread of 100 basis points by the relative change ratio of 25%, resulting in a 25 basis point fee. Thus, the model indicates we would need to receive an additional 5 basis points (25 basis points currently less the 20 basis points contractually received) for issuing a CDS in the current reporting period for this reference obligation. We would then discount the product of the notional amount of the CDS and the 5 basis point hypothetical CDS fee increase, over the weighted average life of the reference obligation to compute the current period mark-to-market loss. Using the same example, if the reference obligation spread increased to 100 basis points and there was credit deterioration as evidenced by an internal rating downgrade which increased the relative change ratio from 25% to 35% , we would estimate a 15 basis point CDS fee increase in our model ( 35% of 100 basis points reference obligation spread, or 35 basis points currently, less the 20 basis points contractually received). Therefore, we would record a higher mark-to-market loss based on the computations described above absent any observable changes in financial guarantee CDS market pricing.

We do not adjust the relative change ratio until an actual internal rating downgrade has occurred unless we observe new pricing on financial guarantee CDS contracts. However, because we have active surveillance procedures in place for our entire CDS portfolio, particularly for transactions at or near a below investment grade threshold, we believe it is unlikely that an internal downgrade would lag the actual credit deterioration of a transaction for any meaningful time period. The factors used to increase the relative change ratio are based on rating agency probability of default percentages determined by management to be appropriate

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for the relevant bond type. That is, the probability of default associated with the respective tenor and internal rating of each CDS transaction is utilized in the computation of the relative change ratio in our CDS valuation model. The new relative change ratio in the event of an internal downgrade of the reference obligation is calculated as the weighted average of: (i) a given transaction’s inception relative change ratio and (ii) a ratio of 100%. The weight given to the inception relative change ratio is 100% minus the current probability of default (the probability of non-default) and the weight given to using a 100% relative change ratio is the probability of default. For example, assume a transaction having an inception relative change ratio of 33% is downgraded to B-during the period, at which time it has an estimated remaining life of 8 years. If the estimated probability of default for an 8 year, B-rated credit of this type is 60% then the revised relative change ratio will be 73.2% . The revised relative change ratio can be calculated as 33% x (100%-60%) +100% x 60% = 73.2%.

As noted above, reference obligation spreads incorporate market perceptions of default probability and loss severity, as well as liquidity risk and other factors. By increasing the relative change ratio in our calculations proportionally to default probabilities, Ambac incorporates into its CDS fair value the higher expected loss on the reference obligation (probability of default x loss severity), by increasing the portion of reference obligation spread that should be paid to the CDS provider.

Ambac incorporates its own credit risk into the valuation of its CDS liabilities by applying a CVA to the calculations described above. Under our methodology, determination of the CDS fair value requires estimating hypothetical financial guarantee CDS fees for a given credit at the valuation date and estimating the present value of those fees. Our approach begins with pricing in the risk of default of the reference obligation using that obligation’s credit spread. The widening of the reference obligation spread results in a mark-to-market loss to Ambac, as the credit protection seller, and a gain to the credit protection buyer because the current cost of credit protection on the reference obligation (ignoring CDS counterparty credit risk) will be greater than the amount of the actual contractual CDS fees. The Ambac CVA represents the difference between the present value of the hypothetical fees discounted at LIBOR compared to rates that incorporate Ambac credit risk. The discount rates used to determine the Ambac CVA are estimated using relevant data points, including quoted prices of securities guaranteed by Ambac Assurance which indicate the value placed by market participants on Ambac Assurance’s insurance obligations and the fair value of Ambac Assurance surplus notes. The resulting Ambac CVA, as a percentage of the CDS mark-to-market liability determined by discounting at LIBOR, was 16.2% and 29.2% as of September 30, 2014 and December 31, 2013 , respectively. In instances where narrower reference obligation spreads result in a CDS asset to Ambac, those hypothetical future CDS fees are discounted at a rate which incorporates our counterparty’s credit spread (i.e. the discount rate used is LIBOR plus the current credit spread of the counterparty).

In addition, when there are sufficient numbers of new observable transactions, negotiated settlements or other market indications of a general change in market pricing trends for CDS on a given bond type, management will adjust its assumptions about the percentage of reference obligation spreads captured as CDS fees to match the current market. No such adjustments were made during the periods presented. Ambac is not transacting CDS business currently and other guarantors have stated they have exited this product. Additionally, there have been no negotiated settlements of CDS contracts during the periods presented.

Key variables which impact the “Realized gains and losses and other settlements” component of “Net change in fair value of credit derivatives” in the Consolidated Statements of Total Comprehensive Income are the most readily observable variables since they are based solely on the CDS contractual terms and cash settlements. Those variables include premiums received and accrued and losses paid and payable on written credit derivative contracts for the appropriate accounting period. Losses paid and payable reported in “Realized gains and losses and other settlements” include those arising after a credit event that requires a payment under the contract terms has occurred or in connection with a negotiated termination of a contract. The remaining key variables described above impact the “Unrealized gains (losses)” component of “Net change in fair value of credit derivatives.”

The net notional outstanding of Ambac’s CDS contracts were $1,958,926 and $2,776,103 at September 30, 2014 and December 31, 2013 , respectively. Credit derivative liabilities at September 30, 2014 and December 31, 2013 had a combined net fair value of $82,830 and $94,322 , respectively, and related to underlying reference obligations that are classified as either collateralized loan obligations (“CLOs”) or Other. Information about the above described model inputs used to determine the fair value of each class of credit derivatives, including the CVA as a percentage of the gross mark-to-market liability before considering Ambac credit risk (“CVA percentage”), as of September 30, 2014 and December 31, 2013 is summarized below:

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Successor Ambac - As of September 30, 2014	CLOs			Other ⁽¹⁾
Notional outstanding	$	669,251		$	1,230,874
Weighted average reference obligation price	98.8			88.6
Weighted average life (WAL) in years	1.8			4.8
Weighted average credit rating	AA			BBB
Weighted average relative change ratio	35.7		%	43.7		%
CVA percentage	5.63		%	16.77		%
Fair value of derivative liabilities	$	2,726		$	78,246



Successor Ambac - As of December 31, 2013	CLOs			Other ⁽¹⁾
Notional outstanding	$	1,337,737		$	1,291,371
Weighted average reference obligation price	98.0			85.7
Weighted average life (WAL) in years	2.1			5.4
Weighted average credit rating	AA			BBB-
Weighted average relative change ratio	35.3		%	43.1		%
CVA percentage	13.67		%	30.70		%
Fair value of derivative liabilities	$	7,993		$	84,780

(1)

Excludes contracts for which fair values are based on credit derivative quotes rather than reference obligation quotes. Such contracts have a combined notional outstanding of $58,801 , WAL of 1.4 years and liability fair value of $1,858 as of September 30, 2014 . Other inputs to the valuation of these transactions at September 30, 2014 include weighted average quotes of 4% of notional, weighted average rating of A and Ambac CVA percentage of 2.41% . As of December 31, 2013 , these contracts had a combined notional outstanding of $146,995 , WAL of 1.0 years and liability fair value of $1,549 . Other inputs to the valuation of these transactions at December 31, 2013 include weighted average quotes of 1% of notional, weighted average rating of A+ and Ambac CVA percentage of 8.7% .

Significant unobservable inputs for credit derivatives include WAL, internal credit rating, relative change ratio and CVA percentage. A longer (shorter) WAL, lower (higher) reference obligation credit rating, higher (lower) relative change ratio or lower (higher) CVA, in isolation, would result in an increase (decrease) in the fair value liability measurement. A change in an internal credit rating of a reference obligation in our model will generally result in a directionally opposite change in the relative change ratio. Also, a shorter (longer) WAL will generally correspond with a lower (higher) CVA percentage.

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 market place, 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.

The fair value estimate of financial guarantees is computed by utilizing cash flows calculated at the policy level. For direct and assumed contracts, net cash flows for each policy included: (i) installment premium receipts, (ii) estimated future gross claim payments, (iii) subrogation receipts, and (iv) unpaid claims on claims presented and not yet paid for policies allocated to the Segregated Account, including Deferred Amounts. For ceded reinsurance contracts, net cash flows for each policy included: (i) installment ceded premium payments, (ii) ceding commission receipts, (iii) ceded claim receipts, and (iv) ceded subrogation payments. For each individual direct, assumed, and ceded reinsurance contract, the respective undiscounted cash flow components are aggregated to determine if we are in a net asset or net liability position. U.S. GAAP requires that the nonperformance risk of a financial liability be included in the estimation of fair value, which includes considering Ambac Assurance’s own credit risk. Accordingly, for each contract in a net liability position, we estimate the fair value using internally developed discount rates and market pricing that incorporate Ambac’s own credit risk and subsequently apply a profit margin. This profit margin represents what another market participant would require to assume the financial guarantee contracts. Given the unique nature of financial guarantees and current inactive state of the industry there is a lack of observable market information to make this estimate. A profit margin was developed based on discussions with the third-party institutions with valuation expertise, discussions with industry participants and yields on Ambac Assurance surplus notes. The profit margin was 17% and 17% as of September 30, 2014 and December 31, 2013 , respectively. The discount rates used for contracts in a net liability position are derived from the rates implicit in the fair value of surplus notes and guaranteed securities with future cash flows that are highly dependent upon Ambac financial guarantee payments. For each contract in a net asset position, we estimate the fair value using a discount rate that is commensurate with a hypothetical buyer’s cost of capital.

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This methodology is based on management’s expectations of how a market participant would estimate net cash flows. We are aware of a number of factors that may cause such fair or exit value to differ, perhaps materially. For example, (i) since no financial guarantor with Ambac’s credit quality is writing new financial guarantee business we do not have access to observable pricing data points; (ii) although the fair value accounting guidance for liabilities requires a company to consider the cost to completely transfer its obligation to another party of comparable credit worthiness, our primary insurance obligation is irrevocable and thus there is no established active market for transferring such obligations; and (iii) certain segments of Ambac's financial guarantees have been allocated to the Segregated Account and timing of the payments of such liabilities are at the sole discretion of the Rehabilitator.

Long-term Debt:

The fair value of surplus notes issued by Ambac Assurance and the Segregated Account and classified as long-term debt is internally estimated considering market transactions when available and internally developed discounted cash flow models.

Other Financial Assets and Liabilities:

The fair values of Ambac’s equity interest in Ambac sponsored special purpose entities (included in Other assets), Loans, and Obligations under investment agreements are estimated based upon internal valuation models that discount expected cash flows using discount rates consistent with the credit quality of the obligor after considering collateralization.

Variable Interest Entity Assets and Liabilities:

The financial assets and liabilities of VIEs consolidated under the Consolidation Topic of the ASC consist primarily of fixed income securities, loans, derivative and debt instruments and are generally carried at fair value. These consolidated VIEs are securitization entities which have liabilities and/or assets guaranteed by Ambac Assurance. The fair values of VIE debt instruments are determined using the same methodologies used to value Ambac’s fixed income securities in its investment portfolio as described above. VIE debt fair value is based on market prices received from dealer quotes or alternative pricing sources with reasonable levels of price transparency. Such quotes are considered Level 2 and generally consider a variety of factors, including recent trades of the same and similar securities. For those VIE debt instruments where quotes were not available, the debt instrument fair values are considered Level 3 and are based on internal discounted cash flow models. Comparable to the sensitivities of investments in fixed income 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 VIE debt. VIE debt instruments considered Level 3 include fixed rate, floating rate and zero coupon notes secured by various asset types, primarily European ABS. Information about the valuation inputs for the various VIE debt categories classified as Level 3 is as follows:

European ABS transactions: The fair value of such obligations classified as Level 3 was $1,093,259 and $1,329,985 at September 30, 2014 and December 31, 2013 , respectively. Fair values were calculated by using a discounted cash flow approach. The discount rates used were based on the rates implied from the third party quoted values (Level 2) for comparable notes from the same securitization entity. Significant inputs for the valuation at September 30, 2014 and December 31, 2013 include the following weighted averages:

September 30, 2014


a.	Coupon rate: 0.33%


b.	Maturity: 21.48 years


c.	Yield: 9.42%

December 31, 2013


a.	Coupon rate: 0.72%


b.	Maturity: 17.86 years


c.	Yield: 8.02%

US Commercial ABS transaction: The fair value of such obligations classified as Level 3 was $195,444 and $184,620 at September 30, 2014 and December 31, 2013 , respectively. Fair values were calculated as the sum of the present value of expected future cash flows from the underlying VIE assets plus the present value of the related Ambac financial guarantee cash flows. The discount rates applied to cash flows sourced from VIE assets were based on interest rates for similar obligations. The fair value of financial guarantee cash flows include internal estimates of future loss payments by Ambac discounted at a rate that incorporates

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Ambac’s own credit risk. Significant inputs for the valuation at September 30, 2014 and December 31, 2013 include the following weighted averages:

September 30, 2014


a.	Coupon rate: 5.88%


b.	Maturity: 15.88 years


c.	Yield: 7.36%

December 31, 2013


a.	Coupon rate: 6.11%


b.	Maturity: 6.83 years


c.	Yield: 11.95%

VIE derivative asset and liability fair values are determined using valuation models. When specific derivative contractual terms are available and may be valued primarily by reference to interest rates, foreign exchange rates and yield curves that are observable and regularly quoted, the derivatives are valued using vendor-developed models. Other derivatives within the VIEs that include significant unobservable valuation inputs are valued using internally developed models. VIE derivative fair value balances at September 30, 2014 and December 31, 2013 were developed using vendor-developed models and do not use significant unobservable inputs.

The fair value of VIE assets are obtained from market quotes when available. Typically the asset fair values are not readily available from market quotes and are estimated internally. The consolidated VIEs are securitization entities in which net cash flows from assets and derivatives (after adjusting for financial guarantor cash flows and other expenses) will be paid out to note holders or equity interests. Our valuation of VIE assets (fixed income securities or loans), therefore, are derived from the fair value of notes and derivatives, as described above, adjusted for the fair value of cash flows from Ambac’s financial guarantee. The fair value of financial guarantee cash flows include: (i) estimated future premiums discounted at a rate consistent with that implicit in the fair value of the VIE’s liabilities and (ii) internal estimates of future loss payments by Ambac 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 4.4% and 5.1% at September 30, 2014 and December 31, 2013 , respectively. The value of future loss payments to be paid by Ambac to the VIEs was adjusted to include an Ambac CVA appropriate for the term of expected Ambac claim payments.

Additional Fair Value Information:

The following tables present the changes in the Level 3 fair value category for the periods presented in 2014 and 2013 . 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.

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Level-3 Financial Assets and Liabilities Accounted for at Fair Value



										VIE Assets and Liabilities
Successor Ambac - Period from July 1 through September 30, 2014	Investments			Other assets			Derivatives			Investments			Loans			Long-term debt			Total
Balance, beginning of period	$	66,352		$	12,782		$	(218,661	)	$	2,688,388		$	13,743,231		$	(1,375,049	)	$	14,917,043
Total gains/(losses) realized and unrealized:
Included in earnings	835			(381		)	3,885			105,116			209,028			(16,961		)	301,522
Included in other comprehensive income	(254		)	—			—			(141,821		)	(678,944		)	62,314			(758,705		)
Purchases	—			—			—			—			—			—			—
Issuances	—			—			—			—			—			—			—
Sales	(3,388		)	—			—			—			—			—			(3,388		)
Settlements	(885		)	—			(1,126		)	—			(73,042		)	4,102			(70,951		)
Transfers in Level 3	—			—			—			—			—			—			—
Transfers out of Level 3	—			—			—			—			(696,789		)	36,891			(659,898		)
Balance, end of period	$	62,660		$	12,401		$	(215,902	)	$	2,651,683		$	12,503,484		$	(1,288,703	)	$	13,725,623
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	$	—		$	(381	)	$	3,229		$	105,116		$	215,296		$	(16,047	)	$	307,213



										VIE Assets and Liabilities
Successor Ambac - Period from January 1 through September 30, 2014	Investments			Other assets			Derivatives			Investments			Loans			Long-term debt			Total
Balance, beginning of period	$	67,783		$	13,384		$	(186,934	)	$	2,475,182		$	13,398,895		$	(1,514,605	)	$	14,253,705
Total gains/(losses) realized and unrealized:
Included in earnings	1,676			(983		)	(36,323		)	235,178			735,597			(268,951		)	666,194
Included in other comprehensive income	(595		)	—			—			(58,677		)	(270,727		)	24,066			(305,933		)
Purchases	—			—			—			—			70,000			—			70,000
Issuances	—			—			—			—			—			—			—
Sales	(3,388		)	—			—			—			—			—			(3,388		)
Settlements	(2,608		)	—			7,355			—			(733,492		)	433,896			(294,849		)
Transfers in Level 3	—			—			—			—			—			—			—
Transfers out of Level 3	(208		)	—			—			—			(696,789		)	36,891			(660,106		)
Balance, end of period	$	62,660		$	12,401		$	(215,902	)	$	2,651,683		$	12,503,484		$	(1,288,703	)	$	13,725,623
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	$	—		$	(983	)	$	(39,830	)	$	235,178		$	736,732		$	(264,899	)	$	666,198

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										VIE Assets and Liabilities
Successor Ambac - Period from July 1 through September 30, 2013	Investments			Other assets			Derivatives			Investments		Loans			Long-term debt			Total
Balance, beginning of period	$	68,572		$	13,884		$	(340,663	)	$	2,242,989	$	13,820,878		$	(1,573,687	)	$	14,231,973
Total gains/(losses) realized and unrealized:
Included in earnings	467			(213		)	37,126			36,694		195,305			21,816			291,195
Included in other comprehensive income	5,951			—			—			144,231		842,715			(76,533		)	916,364
Purchases	—			—			—			—		—			—			—
Issuances	—			—			—			—		—			—			—
Sales	—			—			—			—		—			—			—
Settlements	(4,192		)	—			(2,137		)	—		(96,452		)	—			(102,781		)
Transfers in Level 3	273			—			—			—		—			4,253			4,526
Transfers out of Level 3	—			—			—			—		—			—			—
Balance, end of period	$	71,071		$	13,671		$	(305,674	)	$	2,423,914	$	14,762,446		$	(1,624,151	)	$	15,341,277
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	$	—		$	(213	)	$	32,984		$	36,694	$	195,305		$	21,816		$	286,586



										VIE Assets and Liabilities
Successor Ambac – Period from May 1 through September 30, 2013	Investments			Other assets			Derivatives			Investments			Loans			Long-term debt			Total
Balance, beginning of period	$	69,412		$	14,061		$	(415,360	)	$	2,500,565		$	14,752,053		$	(1,750,372	)	$	15,170,359
Total gains/(losses) realized and unrealized:
Included in earnings	863			(390		)	107,253			(172,304		)	(391,336		)	26,163			(429,751		)
Included in other comprehensive income	6,013			—			—			95,653			560,294			(48,319		)	613,641
Purchases	—			—			—			—			—			—			—
Issuances	—			—			—			—			—			—			—
Sales	—			—			—			—			—			—			—
Settlements	(5,490		)	—			2,433			—			(158,565		)	4,253			(157,369		)
Transfers in Level 3	273			—			—			—			—			(220,922		)	(220,649		)
Transfers out of Level 3	—			—			—			—			—			365,046			365,046
Balance, end of period	$	71,071		$	13,671		$	(305,674	)	$	2,423,914		$	14,762,446		$	(1,624,151	)	$	15,341,277
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	$	—		$	(390	)	$	65,509		$	(172,304	)	$	(391,336	)	$	26,163		$	(472,358	)

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										VIE Assets and Liabilities
Predecessor Ambac – Period from January 1 through April 30, 2013	Investments			Other assets			Derivatives			Investments			Loans			Long-term debt			Total
Balance, beginning of period	$	60,402		$	14,557		$	(322,337	)	$	2,261,294		$	15,359,073		$	(2,956,501	)	$	14,416,488
Additions of VIEs consolidated	—			—			—			—			—			(409,300		)	(409,300		)
Total gains/(losses) realized and unrealized:
Included in earnings	(33		)	(496		)	(88,546		)	328,768			956,402			(138,914		)	1,057,181
Included in other comprehensive income	12,329			—			—			(89,497		)	(849,833		)	150,987			(776,014		)
Purchases	—			—			—			—			—			—			—
Issuances	—			—			—			—			—			—			—
Sales	—			—			—			—			—			—			—
Settlements	(3,286		)	—			(4,477		)	—			(713,589		)	4,864			(716,488		)
Transfers in Level 3	—			—			—			—			—			—			—
Transfers out of Level 3	—			—			—			—			—			1,598,492			1,598,492
Balance, end of period	$	69,412		$	14,061		$	(415,360	)	$	2,500,565		$	14,752,053		$	(1,750,372	)	$	15,170,359
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	$	—		$	(496	)	$	(92,002	)	$	328,768		$	956,402		$	(138,914	)	$	1,053,758

The tables below provide roll-forward information by class of investments and derivatives measured using significant unobservable inputs.

Level-3 Investments by Class



Successor Ambac - Period from July 1 through September 30, 2014	Collateralized Debt Obligations		Other Asset Backed Securities			Corporate Obligations			U.S. Agency Obligations		Total Investments
Balance, beginning of period	$	—	$	62,601		$	3,751		$	—	$	66,352
Total gains/(losses) realized and unrealized:
Included in earnings	—		859			(24		)	—		835
Included in other comprehensive income	—		(272		)	18			—		(254		)
Purchases	—		—			—			—		—
Issuances	—		—			—			—		—
Sales	—		(3,388		)	—			—		(3,388		)
Settlements	—		(885		)	—			—		(885		)
Transfers in Level 3	—		—			—			—		—
Transfers out of Level 3	—		—			—			—		—
Balance, end of period	$	—	$	58,915		$	3,745		$	—	$	62,660
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	$	—	$	—		$	—		$	—	$	—

Table of Contents



Successor Ambac - Period from January 1 through September 30, 2014	Collateralized Debt Obligations		Other Asset Backed Securities			Corporate Obligations			U.S. Agency Obligations			Total Investments
Balance, beginning of period	$	—	$	64,073		$	3,502		$	208		$	67,783
Total gains/(losses) realized and unrealized:
Included in earnings	—		1,748			(72		)	—			1,676
Included in other comprehensive income	—		(910		)	315			—			(595		)
Purchases	—		—			—			—			—
Issuances	—		—			—			—			—
Sales	—		(3,388		)	—			—			(3,388		)
Settlements	—		(2,608		)	—			—			(2,608		)
Transfers in Level 3	—		—			—			—			—
Transfers out of Level 3	—		—			—			(208		)	(208		)
Balance, end of period	$	—	$	58,915		$	3,745		$	—		$	62,660
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	$	—	$	—		$	—		$	—		$	—



Successor Ambac - Period from July 1 through September 30, 2013	Collateralized Debt Obligations			Other Asset Backed Securities			Corporate Obligations			U.S. Agency Obligations		Total Investments
Balance, beginning of period	$	3,415		$	61,736		$	3,421		$	—	$	68,572
Total gains/(losses) realized and unrealized:
Included in earnings	7			483			(23		)	—		467
Included in other comprehensive income	(7		)	5,923			35			—		5,951
Purchases	—			—			—			—		—
Issuances	—			—			—			—		—
Sales	—			—			—			—		—
Settlements	(3,415		)	(777		)	—			—		(4,192		)
Transfers in Level 3	—			—			—			273		273
Transfers out of Level 3	—			—			—			—		—
Balance, end of period	$	—		$	67,365		$	3,433		$	273	$	71,071
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	$	—		$	—		$	—		$	—	$	—



Successor Ambac - Period from May 1 through September 30, 2013	Collateralized Debt Obligations			Other Asset Backed Securities			Corporate Obligations			U.S. Agency Obligations		Total Investments
Balance, beginning of period	$	3,949		$	61,782		$	3,681		$	—	$	69,412
Total gains/(losses) realized and unrealized:
Included in earnings	25			876			(38		)	—		863
Included in other comprehensive income	(19		)	6,242			(210		)	—		6,013
Purchases	—			—			—			—		—
Issuances	—			—			—			—		—
Sales	—			—			—			—		—
Settlements	(3,955		)	(1,535		)	—			—		(5,490		)
Transfers in Level 3	—			—			—			273		273
Transfers out of Level 3	—			—			—			—		—
Balance, end of period	$	—		$	67,365		$	3,433		$	273	$	71,071
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	$	—		$	—		$	—		$	—	$	—

Table of Contents



Predecessor Ambac – Period from January 1 through April 30, 2013	Collateralized Debt Obligations			Other Asset Backed Securities			Corporate Obligations			U.S. Agency Obligations		Total Investments
Balance, beginning of period	$	6,482		$	50,264		$	3,656		$	—	$	60,402
Total gains/(losses) realized and unrealized:
Included in earnings	(6		)	—			(27		)	—		(33		)
Included in other comprehensive income	160			12,117			52			—		12,329
Purchases	—			—			—			—		—
Issuances	—			—			—			—		—
Sales	—			—			—			—		—
Settlements	(2,687		)	(599		)	—			—		(3,286		)
Transfers in Level 3	—			—			—			—		—
Transfers out of Level 3	—			—			—			—		—
Balance, end of period	$	3,949		$	61,782		$	3,681		$	—	$	69,412
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	$	—		$	—		$	—		$	—	$	—

Level-3 Derivatives by Class



Successor Ambac - Period from July 1 through September 30, 2014	Interest Rate Swaps			Credit Derivatives			Total Derivatives
Balance, beginning of period	$	(129,010	)	$	(89,651	)	$	(218,661	)
Total gains/(losses) realized and unrealized:
Included in earnings	(3,532		)	7,417			3,885
Included in other comprehensive income	—			—			—
Purchases	—			—			—
Issuances	—			—			—
Sales	—			—			—
Settlements	(530		)	(596		)	(1,126		)
Transfers in Level 3	—			—			—
Transfers out of Level 3	—			—			—
Balance, end of period	$	(133,072	)	$	(82,830	)	$	(215,902	)
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	$	(3,532	)	$	6,761		$	3,229



Successor Ambac - Period ended January 1 through September 30, 2014	Interest Rate Swaps			Credit Derivatives			Total Derivatives
Balance, beginning of period	$	(92,612	)	$	(94,322	)	$	(186,934	)
Total gains/(losses) realized and unrealized:
Included in earnings	(49,903		)	13,580			(36,323		)
Included in other comprehensive income	—			—			—
Purchases	—			—			—
Issuances	—			—			—
Sales	—			—			—
Settlements	9,443			(2,088		)	7,355
Transfers in Level 3	—			—			—
Transfers out of Level 3	—			—			—
Balance, end of period	$	(133,072	)	$	(82,830	)	$	(215,902	)
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	$	(49,903	)	$	10,073		$	(39,830	)

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Successor Ambac - Period from July 1 to September 30, 2013	Interest Rate Swaps			Credit Derivatives			Total Derivatives
Balance, beginning of period	$	(108,396	)	$	(232,267	)	$	(340,663	)
Total gains/(losses) realized and unrealized:
Included in earnings	5,931			31,195			37,126
Included in other comprehensive income	—			—			—
Purchases	—			—			—
Issuances	—			—			—
Sales	—			—			—
Settlements	(556		)	(1,581		)	(2,137		)
Transfers in Level 3	—			—			—
Transfers out of Level 3	—			—			—
Balance, end of period	$	(103,021	)	$	(202,653	)	$	(305,674	)
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	$	5,931		$	27,053		$	32,984



Successor Ambac – Period from May 1 through September 30, 2013	Interest Rate Swaps			Credit Derivatives			Total Derivatives
Balance, beginning of period	$	(137,947	)	$	(277,413	)	$	(415,360	)
Total gains/(losses) realized and unrealized:
Included in earnings	24,838			82,415			107,253
Included in other comprehensive income	—			—			—
Purchases	—			—			—
Issuances	—			—			—
Sales	—			—			—
Settlements	10,088			(7,655		)	2,433
Transfers in Level 3	—			—			—
Transfers out of Level 3	—			—			—
Balance, end of period	$	(103,021	)	$	(202,653	)	$	(305,674	)
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	$	24,838		$	40,671		$	65,509



Predecessor Ambac – Period from January 1 through April 30, 2013	Interest Rate Swaps			Credit Derivatives			Total Derivatives
Balance, beginning of period	$	(108,752	)	$	(213,585	)	$	(322,337	)
Total gains/(losses) realized and unrealized:
Included in earnings	(28,162		)	(60,384		)	(88,546		)
Included in other comprehensive income	—			—			—
Purchases	—			—			—
Issuances	—			—			—
Sales	—			—			—
Settlements	(1,033		)	(3,444		)	(4,477		)
Transfers in Level 3	—			—			—
Transfers out of Level 3	—			—			—
Balance, end of period	$	(137,947	)	$	(277,413	)	$	(415,360	)
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	$	(28,162	)	$	(63,840	)	$	(92,002	)

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. All transfers into and out of Level 3 represent transfers between Level 3 and Level 2. There were no transfers between Level 1 and Level 2 for the periods presented. All transfers between fair value hierarchy Levels 1, 2, and 3 are recognized at the beginning of each accounting period.

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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			Realized gains or (losses) and other settlements on credit derivative contracts		Unrealized gains or (losses) on credit derivative contracts			Derivative products revenues (interest rate swaps)			Income (loss) on variable interest entities			Other income or (loss)
Successor Ambac:
Period from July 1 through September 30, 2014
Total gains or losses included in earnings for the period	$	835		$	596	$	6,820		$	(3,532	)	$	297,183		$	(381	)
Changes in unrealized gains or losses relating to the assets and liabilities still held at the reporting date	—			—		6,761			(3,532		)	304,365			(381		)

Successor Ambac:
Period from January 1 through September 30, 2014
Total gains or losses included in earnings for the period	$	1,676		$	2,088	$	11,491		$	(49,903	)	$	701,824		$	(983	)
Changes in unrealized gains or losses relating to the assets and liabilities still held at the reporting date	—			—		10,074			(49,903		)	707,011			(983		)

Successor Ambac:
Period from July 1 through September 30, 2013
Total gains or losses included in earnings for the period	$	467		$	1,580	$	29,614		$	5,931		$	253,815		$	(213	)
Changes in unrealized gains or losses relating to the assets and liabilities still held at the reporting date	—			—		27,053			5,931			253,815			(213		)

Period from May 1 through September 30, 2013
Total gains or losses included in earnings for the period	$	863		$	7,654	$	74,760		$	24,838		$	(537,477	)	$	(390	)
Changes in unrealized gains or losses relating to the assets and liabilities still held at the reporting date	—			—		40,671			24,838			(537,477		)	(390		)

Predecessor Ambac:
Period from January 1 through April 30, 2013
Total gains or losses included in earnings for the period	$	(33	)	$	3,444	$	(63,828	)	$	(28,162	)	$	1,146,256		$	(496	)
Changes in unrealized gains or losses relating to the assets and liabilities still held at the reporting date	—			—		(63,840		)	(28,162		)	1,146,256			(496		)

8. INVESTMENTS

Ambac’s invested assets are primarily comprised of fixed income securities classified as available-for-sale and equity interests in pooled investment funds. Such equity interests in the form of common stock or in-substance common stock are classified as trading securities.

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The amortized cost and estimated fair value of available-for-sale investments, excluding VIE investments, at September 30, 2014 and December 31, 2013 were as follows:



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Non-credit other- than-temporary Impairments ⁽¹⁾
Successor Ambac - September 30, 2014
Fixed income securities:
Municipal obligations	$	930,171	$	18,611	$	9,340	$	939,442	$	—
Corporate obligations	1,802,775		12,457		9,549		1,805,683		—
Foreign obligations	126,304		1,359		2,550		125,113		—
U.S. government obligations	78,522		478		952		78,048		—
U.S. agency obligations	29,900		12		44		29,868		—
Residential mortgage-backed securities	1,664,096		169,004		8,608		1,824,492		2,476
Collateralized debt obligations	45,876		239		75		46,040		—
Other asset-backed securities	1,263,544		44,073		75		1,307,542		—
	5,941,188		246,233		31,193		6,156,228		2,476
Short-term	550,898		2		—		550,900		—
	6,492,086		246,235		31,193		6,707,128		2,476
Fixed income securities pledged as collateral:
U.S. government obligations	64,323		—		292		64,031		—
Total collateralized investments	64,323		—		292		64,031		—
Total available-for-sale investments	$	6,556,409	$	246,235	$	31,485	$	6,771,159	$	2,476

Successor Ambac - December 31, 2013
Fixed income securities:
Municipal obligations	$	1,405,293	$	857	$	28,427	$	1,377,723	$	—
Corporate obligations	1,508,377		4,886		23,894		1,489,369		—
Foreign obligations	131,709		69		6,901		124,877		—
U.S. government obligations	128,415		9		2,176		126,248		—
U.S. agency obligations	32,214		10		70		32,154		—
Residential mortgage-backed securities	1,516,877		59,853		18,105		1,558,625		852
Collateralized debt obligations	184,118		217		463		183,872		—
Other asset-backed securities	1,020,251		8,795		36,598		992,448		—
	5,927,254		74,696		116,634		5,885,316		852
Short-term	271,118		1		—		271,119		—
	6,198,372		74,697		116,634		6,156,435		852
Fixed income securities pledged as collateral:
U.S. government obligations	126,196		27		—		126,223		—
Total collateralized investments	126,196		27		—		126,223		—
Total available-for-sale investments	$	6,324,568	$	74,724	$	116,634	$	6,282,658	$	852


(1)	Represents the amount of non-credit other-than-temporary impairment losses remaining in accumulated other comprehensive loss on securities that also had a credit impairment. These losses are included in gross unrealized losses as of September 30, 2014 and December 31, 2013 .

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The amortized cost and estimated fair value of available-for-sale investments, excluding VIE investments, at September 30, 2014 , by contractual maturity, were as follows:



	Amortized Cost		Estimated Fair Value
Due in one year or less	$	775,041	$	775,139
Due after one year through five years	1,183,781		1,183,703
Due after five years through ten years	1,247,527		1,251,073
Due after ten years	376,544		383,170
	3,582,893		3,593,085
Residential mortgage-backed securities	1,664,096		1,824,492
Collateralized debt obligations	45,876		46,040
Other asset-backed securities	1,263,544		1,307,542
Total	$	6,556,409	$	6,771,159

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:

The following table shows gross unrealized losses and fair values of Ambac’s available-for-sale investments, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, at September 30, 2014 and December 31, 2013 :



	Less Than 12 Months				12 Months or More				Total
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Successor Ambac - September 30, 2014
Fixed income securities:
Municipal obligations	$	67,274	$	1,369	$	155,408	$	7,971	$	222,682	$	9,340
Corporate obligations	474,889		3,419		209,911		6,130		684,800		9,549
Foreign government obligations	32,642		1,109		38,043		1,441		70,685		2,550
U.S. government obligations	9,302		351		14,667		601		23,969		952
U.S. agency obligations	—		—		4,413		44		4,413		44
Residential mortgage-backed securities	200,916		8,508		3,363		100		204,279		8,608
Collateralized debt obligations	5,442		75		—		—		5,442		75
Other asset-backed securities	169,755		75		—		—		169,755		75
	960,220		14,906		425,805		16,287		1,386,025		31,193
Short-term	1,368		—		—		—		1,368		—
	$	961,588	$	14,906	$	425,805	$	16,287	$	1,387,393	$	31,193
Fixed income securities, pledged as collateral:
U.S. government obligations	64,031		292		—		—		64,031		292
Total collateralized investments	64,031		292		—		—		64,031		292
Total temporarily impaired securities	$	1,025,619	$	15,198	$	425,805	$	16,287	$	1,451,424	$	31,485

Table of Contents



	Less Than 12 Months ⁽¹⁾
	Fair Value		Gross Unrealized Loss
Successor Ambac - December 31, 2013
Fixed income securities:
Municipal obligations	$	437,683	$	28,427
Corporate obligations	877,356		23,894
Foreign government obligations	117,905		6,901
U.S. government obligations	70,044		2,176
U.S. agency obligations	5,834		70
Residential mortgage-backed securities	644,502		18,105
Collateralized debt obligations	137,685		463
Other asset-backed securities	629,957		36,598
	2,920,966		116,634
Short-term	—		—
Total temporarily impaired securities	$	2,920,966	$	116,634


(1)	As a result of the implementation of Fresh Start, amortized cost for available for sale securities were set to equal fair value on April 30, 2013 . Accordingly, as of December 31, 2013 Successor Ambac did not have any gross unrealized losses that were in a continuous unrealized loss position for greater than 12 months.

Management has determined that the unrealized losses reflected in the tables above are temporary in nature as of September 30, 2014 and December 31, 2013 based upon (i) no unexpected principal and interest payment defaults on these securities; (ii) analysis of the creditworthiness of the issuer and financial guarantor, as applicable, and analysis of projected defaults on the underlying collateral; (iii) management has no intent to sell these investments in debt securities; and (iv) it is not more likely than not that Ambac will be required to sell these debt securities before the anticipated recovery of its amortized cost basis. The assessment under (iv) is based on a comparison of future available liquidity from the investment portfolio against the projected net cash outflow from operating activities and debt service. For purposes of this assessment, available liquidity from the investment portfolio is comprised of the fair value of securities for which management has asserted its intent to sell, the fair value of other securities that are available for sale and in an unrealized gain position, plus the scheduled maturities and interest payments from the remaining securities in the portfolio. To the extent that securities that management intends to sell are in an unrealized loss position, they would have already been considered other-than-temporarily impaired with the amortized cost written down to fair value. Because the above-described assessment indicates that future available liquidity exceeds projected net cash outflow, it is not more likely than not that we would be required to sell securities in an unrealized loss position before the recovery of their amortized cost basis. In the liquidity assessment described above, principal payments on securities pledged as collateral are not considered to be available for other liquidity needs until the collateralized positions are projected to be settled. Projected interest receipts on securities pledged as collateral generally belong to Ambac and are considered to be sources of available liquidity from the investment portfolio.

As of September 30, 2014 , for securities that have indications of possible other-than-temporary impairment but which management does not intend to sell and will not more likely than not be required to sell, management compared the present value of cash flows expected to be collected to the amortized cost basis of the securities to assess whether the amortized cost will be recovered. Cash flows were discounted at the effective interest rate implicit in the security at the date of acquisition (or Fresh Start Reporting Date of April 30, 2013 for securities purchased prior to that date) or for debt securities that are beneficial interests in securitized financial assets, at a rate equal to the current yield used to accrete the beneficial interest. For floating rate securities, future cash flows and the discount rate used were both adjusted to reflect changes in the index rate applicable to each security as of the evaluation date. Of the securities that were in a gross unrealized loss position at September 30, 2014 , $240,497 of the total fair value and $11,202 of the unrealized loss related to below investment grade securities and non-rated securities. Of the securities that were in a gross unrealized loss position at December 31, 2013 , $826,969 of the total fair value and $36,946 of the unrealized loss related to below investment grade securities and non-rated securities. With respect to Ambac-wrapped securities guaranteed under policies that have been allocated to the Segregated Account, future cash flows used to measure credit impairment represents the sum of (i) the bond’s intrinsic cash flows and (ii) the estimated Ambac Assurance claim payments, including interest on Deferred Amounts. Ambac estimates the timing of such claim payment receipts but the actual timing of such amounts are at the sole discretion of the Rehabilitator. Refer to Note 1 to the Unaudited Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for information relating to the amended Segregated Account Rehabilitation Plan and payments to be made on Deferred Amounts, together with interest thereon, as well as early redemptions of a portion of outstanding surplus notes (including accrued and unpaid interest thereon). Our evaluation of other-than-temporary impairments as of September 30, 2014 , particularly with respect to Ambac's ability to hold securities that are in an unrealized loss position, considered the impact of increased cash outflow

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that would result in 2014 from the payment on Deferred Amounts and surplus note redemptions. Declines in the fair value of investment securities or changes in management's intent to sell securities to fund these increased cash payments could result in future recognition of other-than-temporary impairments. Additionally, further modifications to the Segregated Account Rehabilitation Plan or to the rules and guidelines promulgated thereunder, orders from the Rehabilitation Court or actions by the Rehabilitator with respect to the form, amount and timing of satisfying permitted policy claims, or making payments on Deferred Amounts or surplus notes, may have a material effect on the fair value of Ambac-wrapped securities and future recognition of other-than-temporary impairments.

Municipal and corporate obligations

The gross unrealized losses on municipal and corporate obligations as of September 30, 2014 are primarily the result of the increase in interest rates since April 30, 2013 . These securities are primarily fixed-rate securities with an investment grade credit rating. Management believes that the timely receipt of all principal and interest on these positions is probable .

Residential mortgage-backed securities

Of the $8,608 of unrealized losses on residential mortgage-backed securities, $6,805 is attributable to Ambac-wrapped securities. The unrealized loss on these securities is primarily the result of discount accretion, which has exceeded the increase in fair value since April 30, 2013 . As part of the quarterly impairment review process, management estimates expected future cash flows from residential mortgage-backed securities. This approach includes the utilization of market accepted software models in conjunction with detailed data of the historical performance of the collateral pools, which assists in the determination of assumptions such as defaults, severity and voluntary prepayment rates that are largely driven by home price forecasts as well as other macro-economic factors. These assumptions are used to project future cash flows for each security. Management considered this analysis in making our determination that a credit loss has not occurred at September 30, 2014 on these transactions.

Realized Gains and Losses and Other-Than-Temporary Impairments:

The following table details amounts included in net realized gains and other-than-temporary impairments included in earnings for the affected periods:



	Period from July 1			Period from July 1
	through			through
	September 30, 2014			September 30, 2013
Gross realized gains on securities	$	7,658		$	3,906
Gross realized losses on securities	(3,908		)	(7,239		)
Foreign exchange gains (losses)	6,295			(6,977		)
Net realized gains (losses)	$	10,045		$	(10,310	)
Net other-than-temporary impairments ⁽¹⁾	$	(5,011	)	$	(38,037	)



	Successor Ambac –						Predecessor Ambac –
	Period from January 1			Period from May 1			Period from January 1
	through			through			through
	September 30, 2014			September 30, 2013			April 30, 2013
Gross realized gains on securities	$	37,355		$	20,518		$	47,448
Gross realized losses on securities	(7,779		)	(8,831		)	(320		)
Foreign exchange (losses) gains	(175		)	(3,525		)	6,177
Net realized gains	$	29,401		$	8,162		$	53,305
Net other-than-temporary impairments ⁽¹⁾	$	(24,157	)	$	(40,039	)	$	(467	)


(1)	Other-than-temporary impairments exclude impairment amounts recorded in other comprehensive income under ASC Paragraph 320-10-65-1, which comprise non-credit related amounts on securities that are credit impaired but which management does not intend to sell and it is not more likely than not that the company will be required to sell before recovery of the amortized cost basis.

During 2002 and 2003 Ambac recognized investment realized losses relating to its investment in asset-backed notes issued by National Century Financial Enterprises, Inc. (“NCFE”). These notes defaulted and NCFE filed for protection under Chapter 11 of the U.S. Bankruptcy Code in November 2002. In connection with a full and final settlement of a lawsuit brought by NCFE bondholders against Credit Suisse Securities LLC, a subsidiary of Ambac Assurance received cash recoveries of $39,978 in the period from January 1, 2013 through April 30, 2013. These amounts were recorded within gross realized gains on securities.

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Since commencement of the Segregated Account Rehabilitation Proceedings, changes in the estimated timing of claim payments have resulted in adverse changes in projected cash flows on certain impaired Ambac-wrapped securities. Such changes in estimated claim payments on Ambac-wrapped securities contributed to net other-than-temporary impairments for the periods presented in the table above. Further changes to the timing of estimated claim payments could result in additional other-than-temporary impairment charges in the future. Successor Ambac’s net other-than-temporary impairments relate to adverse changes in projected cash flows on certain Ambac-wrapped securities as well as the company’s intent to sell certain securities that were in an unrealized loss position as of September 30, 2014 . Future changes in our estimated liquidity needs could result in a determination that Ambac no longer has the ability to hold additional securities, which could result in additional other-than-temporary impairment charges.

The following table presents a roll-forward of Ambac’s cumulative credit losses on debt securities held as of September 30, 2014 and 2013 for which a portion of an other-than-temporary impairment was recognized in other comprehensive income:



	Credit Impairment
Successor Ambac:
Balance as of January 1, 2014	$	1,182
Additions for credit impairments recognized on:
Securities not previously impaired	11,337
Securities previously impaired	—
Reductions for credit impairments previously recognized on:
Securities that matured or were sold during the period	—
Balance as of September 30, 2014	$	12,519

Predecessor Ambac:
Balance as of January 1, 2013	$	183,300
Additions for credit impairments recognized on:
Securities not previously impaired	467
Securities previously impaired	—
Reductions for credit impairments previously recognized on:
Securities that matured or were sold during the period	(183,767		)
Balance as of April 30, 2013	$	—

Successor Ambac:
Balance as of May 1, 2013	$	—
Additions for credit impairments recognized on:
Securities not previously impaired	1,032
Securities previously impaired	—
Reductions for credit impairments previously recognized on:
Securities that matured or were sold during the period	(3		)
Balance as of September 30, 2013	$	1,029

Counterparty Collateral, Deposits with Regulators and Other Restrictions:

Ambac routinely pledges and receives collateral related to certain business lines and/or transactions. The following is a description of those arrangements by collateral source:

(1)

Cash and securities held in Ambac’s investment portfolio —Ambac pledges assets it holds in its investment portfolio to investment agreement and derivative counterparties. Securities pledged to investment agreement counterparties may not then be re-pledged to another entity. Ambac’s counterparties under derivative agreements have the right to pledge or rehypothecate the securities and as such, these pledged securities are separately classified on the Consolidated Balance Sheets as Fixed income securities pledged as collateral, at fair value.


(2)	Cash and securities pledged to Ambac under derivative agreements —Ambac may re-pledge securities it holds from certain derivative counterparties to other derivative counterparties in accordance with its rights and obligations under those agreements.

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The following table presents (i) the sources of collateral either received from various counterparties where Ambac is permitted to sell or re-pledge the collateral or collateral held directly in the investment portfolio and (ii) how that collateral was pledged to various investment agreement, derivative and repurchase agreement counterparties at September 30, 2014 and December 31, 2013 :



	Fair Value of Cash and Underlying Securities		Fair Value of Cash and Securities Pledged to Investment Agreement Counterparties		Fair Value of Cash and Securities Pledged to Derivative Counterparties
Successor Ambac - September 30, 2014
Sources of Collateral:
Cash and securities pledged directly from the investment portfolio	$	330,681	$	158,040	$	172,641
Cash and securities pledged from derivative counterparties	—		—		—

Successor Ambac - December 31, 2013
Sources of Collateral:
Cash and securities pledged directly from the investment portfolio	$	500,986	$	371,723	$	129,263
Cash and securities pledged from derivative counterparties	690		—		—

Securities carried at $6,766 and $6,799 at September 30, 2014 and December 31, 2013 , respectively, were deposited by Ambac Assurance and Everspan with governmental authorities or designated custodian banks as required by laws affecting insurance companies.

Securities with fair value of $0 and $240,150 at September 30, 2014 and December 31, 2013 , respectively, were held by a bankruptcy remote trust to collateralize and fund repayment of debt issued through a re-securitization transaction. The third party debt was fully repaid in 2013 and trust was liquidated in 2014. Prior to liquidation of the trust, the securities could not be sold or repledged by the trust. These assets were held and the secured debt issued by entities that qualified as VIEs and were consolidated in Ambac’s unaudited consolidated financial statements. Refer to Note 3, Special Purpose Entities, including Variable Interest Entities for a further description of this transaction.

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Guaranteed Securities:

Ambac’s fixed income portfolio includes securities covered by guarantees issued by Ambac Assurance 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) because the insurance cannot be legally separated from the underlying security by the insurer. 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, including the value of the financial guarantee, and weighted-average underlying rating, excluding the financial guarantee, of the insured securities at September 30, 2014 and December 31, 2013 , respectively:



	Municipal obligations		Corporate obligations		Mortgage and asset- backed securities		Short-term		Total		Weighted Average Underlying Rating ⁽¹⁾
Successor Ambac - September 30, 2014:
Ambac Assurance Corporation ⁽²⁾	$	66,213	$	—	$	2,206,828	$	—	$	2,273,041	CCC
Assured Guaranty Municipal Corporation	290,395		78,423		—		—		368,818		A+
National Public Finance Guarantee Corporation	234,577		34,707		—		—		269,284		A+
Assured Guaranty Corporation	—		—		2,639		—		2,639		D
MBIA Insurance Corporation	—		—		—		—		—
Financial Guarantee Insurance Corporation	—		—		—		—		—
Total	$	591,185	$	113,130	$	2,209,467	$	—	$	2,913,782	B

Successor Ambac - December 31, 2013:
Ambac Assurance Corporation ⁽²⁾	$	64,596	$	—	$	1,747,283	$	—	$	1,811,879	CCC
Assured Guaranty Municipal Corporation	372,392		77,163		—		—		449,555		A+
National Public Finance Guarantee Corporation	532,752		37,642		—		—		570,394		AA-
Assured Guaranty Corporation	—		—		2,917		—		2,917		D
MBIA Insurance Corporation	—		17,444		—		—		17,444		BBB-
Financial Guarantee Insurance Corporation	—		—		2,869		—		2,869		D
Total	$	969,740	$	132,249	$	1,753,069	$	—	$	2,855,058	BB-


(1)	Ratings are based on the lower of Standard & Poor’s or Moody’s rating. If unavailable, Ambac’s internal rating is used.


(2)	Includes asset-backed securities with a fair value of $51,395 and $50,953 at September 30, 2014 and December 31, 2013 , respectively, insured by Ambac UK.

Investment Income:

Net investment income was comprised of the following for the affected periods:



	Period from July 1			Period from July 1
	through			through
	September 30, 2014			September 30, 2013
Fixed income securities	$	84,339		$	53,301
Short-term investments	832			626
Loans	123			109
Investment expense	(2,413		)	(2,260		)
Securities available-for-sale and short-term	82,881			51,776
Other investments	700			350
Total net investment income	$	83,581		$	52,126

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	Successor Ambac –						Predecessor Ambac –
	Period from January 1			Period from May 1			Period from January 1
	through			through			through
	September 30, 2014			September 30, 2013			April 30, 2013
Fixed income securities	$	233,878		$	83,732		$	118,097
Short-term investments	2,000			788			677
Loans	415			193			146
Investment expense	(7,723		)	(3,726		)	(2,549		)
Securities available-for-sale and short-term	228,570			80,987			116,371
Other investments	5,905			(2,665		)	369
Total net investment income	$	234,475		$	78,322		$	116,740

Net investment income from Other investments includes income on investments in unconsolidated subsidiaries and changes in fair value on securities classified as trading or under the fair value option. With respect to securities classified as trading or under the fair value option, Successor Ambac gains for the three and nine months ended September 30, 2014 on securities still held at September 30, 2014 was $329 and $5,965 , respectively. Successor Ambac gains and (losses) for the three and five months ended September 30, 2013 on such securities still held at the reporting date was $1,577 and ($784) , respectively. Predecessor Ambac losses for the four months ended April 30, 2013 were ($78) for such securities still held at September 30, 2013

9. 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, 2014 and December 31, 2013 .



	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
Successor Ambac—September 30, 2014:
Derivative Assets:
Credit derivatives	$	1,052	$	—	$	1,052	$	—	$	1,052
Interest rate swaps	139,266		50,107		89,159		—		89,159
Futures contracts	1,109		—		1,109		—		1,109
Total non-VIE derivative assets	$	141,427	$	50,107	$	91,320	$	—	$	91,320
Derivative Liabilities:
Credit derivatives	$	83,882	$	—	$	83,882	$	—	$	83,882
Interest rate swaps	314,515		50,107		264,408		110,646		153,762
Futures contracts	—		—		—		—		—
Other contracts	137		—		137		—		137
Total non-VIE derivative liabilities	$	398,534	$	50,107	$	348,427	$	110,646	$	237,781
Variable Interest Entities
Interest rate swaps	$	1,885,244	$	—	$	1,885,244	$	—	$	1,885,244
Currency swaps	70,047		—		70,047		—		70,047
Total VIE derivative liabilities	$	1,955,291	$	—	$	1,955,291	$	—	$	1,955,291

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	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
Successor Ambac—December 31, 2013:
Derivative Assets:
Interest rate swaps	$	132,250	$	56,876	$	75,374	$	—	$	75,374
Futures contracts	2,337		—		2,337		690		1,647
Total non-VIE derivative assets	$	134,587	$	56,876	$	77,711	$	690	$	77,021
Derivative Liabilities:
Credit derivatives	$	94,322	$	—	$	94,322	$	—	$	94,322
Interest rate swaps	216,287		56,876		159,411		42,555		116,856
Other contracts	165		—		165		—		165
Total non-VIE derivative liabilities	$	310,774	$	56,876	$	253,898	$	42,555	$	211,343
Variable Interest Entities
Interest rate swaps	$	1,680,834	$	—	$	1,680,834	$	—	$	1,680,834
Currency swaps	91,472		—		91,472		—		91,472
Total VIE derivative liabilities	$	1,772,306	$	—	$	1,772,306	$	—	$	1,772,306

Amounts recognized for 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 Consolidated Balance Sheets. The amounts representing the right to reclaim cash collateral and posted margin, recorded in “Other assets” were $108,610 and $3,040 as of September 30, 2014 and December 31, 2013 , respectively. The amounts representing the obligation to return cash collateral recorded in “Other liabilities” were $0 and $690 as of September 30, 2014 and December 31, 2013 .



		Successor Ambac
	Location of Gain or (Loss) Recognized in Consolidated Statement of Total Comprehensive Income	Amount of Gain or (Loss) Recognized in Consolidated Statement of Total Comprehensive Income – Period from July 1 through September 30, 2014			Amount of Gain or (Loss) Recognized in Consolidated Statement of Total Comprehensive Income – Period from July 1 through September 30, 2013
Financial Guarantee:
Credit derivatives	Net change in fair value of credit derivatives	$	7,416		$	31,194
Financial Services derivatives products:
Interest rate swaps	Derivative products	(15,634		)	13,299
Futures contracts	Derivative products	(47		)	(961		)
Other derivatives	Derivative products	(4		)	34
Total Financial Services derivative products		(15,685		)	12,372
Variable Interest Entities:
Currency swaps	Income (loss) on variable interest entities	17,014			6,000
Interest rate swaps	Income (loss) on variable interest entities	(44,846		)	(63,421		)
Total Variable Interest Entities		(27,832		)	(57,421		)
Total derivative contracts		$	(36,101	)	$	(13,855	)

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		Successor Ambac						Predecessor Ambac
	Location of Gain or (Loss) Recognized in Consolidated Statement of Total Comprehensive Income	Amount of Gain or (Loss) Recognized in Consolidated Statement of Total Comprehensive Income – Period from January 1 through September 30, 2014			Amount of Gain or (Loss) Recognized in Consolidated Statement of Total Comprehensive Income – Period from May 1 through September 30, 2013			Amount of Gain or (Loss) Recognized in Consolidated Statement of Total Comprehensive Income – Period from January 1 through April 30, 2013
Financial Guarantee:
Credit derivatives	Net change in fair value of credit derivatives	$	13,579		$	82,414		$	(60,384	)
Financial Services derivatives products:
Interest rate swaps	Derivative products	(113,028		)	87,468			(30,622		)
Futures contracts	Derivative products	(4,516		)	8,870			(3,133		)
Other derivatives	Derivative products	33			(253		)	20
Total Financial Services derivative products		(117,511		)	96,085			(33,735		)
Variable Interest Entities:
Currency swaps	Income (loss) on variable interest entities	21,425			4,110			(116		)
Interest rate swaps	Income (loss) on variable interest entities	(204,411		)	374,203			(203,620		)
Total Variable Interest Entities		(182,986		)	378,313			(203,736		)
Total derivative contracts		$	(286,918	)	$	556,812		$	(297,855	)

Financial Guarantee Credit Derivatives:

Credit derivatives, which are privately negotiated contracts, provide the counterparty with credit protection against the occurrence of a specific event such as a payment default or bankruptcy relating to an underlying obligation. Upon a credit event, Ambac is generally required to make payments equal to the difference between the scheduled debt service payment and the actual payment made by the issuer. Substantially all of Ambac’s credit derivative contracts relate to structured finance transactions. Credit derivatives issued are insured by Ambac Assurance. None of our outstanding credit derivative transactions at September 30, 2014 include ratings based collateral-posting triggers or otherwise require Ambac to post collateral regardless of Ambac’s ratings or the size of the mark to market exposure to Ambac.

The majority of our credit derivatives were written on a “pay-as-you-go” basis. Similar to an insurance policy execution, pay-as-you-go provides that Ambac pays interest shortfalls on the referenced transaction as they are incurred on each scheduled payment date, but only pays principal shortfalls upon the earlier of (i) the date on which the assets designated to fund the referenced obligation have been disposed of and (ii) the legal final maturity date of the referenced obligation. The last transaction that was not “pay-as-you-go” terminated in July 2013.

Ambac maintains internal credit ratings on its guaranteed obligations, including credit derivative contracts, solely to indicate management’s view of the underlying credit quality of the guaranteed obligations. Independent rating agencies may have assigned different ratings on the credits in Ambac’s portfolio than Ambac’s internal ratings. The following tables summarize the gross principal notional outstanding for CDS contracts, by Ambac rating, for each major category as of September 30, 2014 and December 31, 2013 :

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Successor Ambac— September 30, 2014



Ambac Rating	CLO		Other		Total
AAA	$	—	$	—	$	—
AA	669,251		208,682		877,933
A	—		43,160		43,160
BBB ⁽¹⁾	—		761,700		761,700
Below investment grade ⁽²⁾	—		276,133		276,133
	$	669,251	$	1,289,675	$	1,958,926

Successor Ambac— December 31, 2013



Ambac Rating	CLO		Other		Total
AAA	$	—	$	24,034	$	24,034
AA	1,209,071		203,025		1,412,096
A	128,666		107,251		235,917
BBB ⁽¹⁾	—		826,175		826,175
Below investment grade ⁽²⁾	—		277,881		277,881
	$	1,337,737	$	1,438,366	$	2,776,103


(1)	BBB internal ratings reflect bonds which are of medium grade credit quality with adequate capacity to pay interest and repay principal. Certain protective elements and margins may weaken under adverse economic conditions and changing circumstances. These bonds are more likely than higher rated bonds to exhibit unreliable protection levels over all cycles.


(2)	Below investment grade internal ratings reflect bonds which are of speculative grade credit quality with the adequacy of future margin levels for payment of interest and repayment of principal potentially adversely affected by major ongoing uncertainties or exposure to adverse conditions.

The tables below summarize information by major category as of September 30, 2014 and December 31, 2013 :

Successor Ambac— September 30, 2014



	CLO		Other		Total
Number of CDS transactions	6		11		17
Remaining expected weighted-average life of obligations (in years)	1.8		4.7		3.7
Gross principal notional outstanding	$	669,251	$	1,289,675	$	1,958,926
Net derivative liabilities at fair value	$	2,726	$	80,104	$	82,830

Successor Ambac— December 31, 2013



	CLO		Other		Total
Number of CDS transactions	7		13		20
Remaining expected weighted-average life of obligations (in years)	2.1		5.0		3.6
Gross principal notional outstanding	$	1,337,737	$	1,438,366	$	2,776,103
Net derivative liabilities at fair value	$	7,993	$	86,329	$	94,322

The maximum potential amount of future payments under Ambac’s credit derivative contracts written on a “pay-as-you-go” basis is generally the gross principal notional outstanding amount included in the above table plus future interest payments payable by the derivative reference obligations. Since Ambac’s credit derivatives typically reference obligations of or assets held by special purpose entities that meet the definition of a VIE, the amount of maximum potential future payments for credit derivatives is included in the table in Note 3, Special Purpose Entities, Including Variable Interest Entities.

Changes in fair value of Ambac’s credit derivative contracts are accounted for at fair value since they do not qualify for the financial guarantee scope exception under the Derivatives and Hedging Topic of the ASC. Changes in fair value are recorded in “Net change in fair value of credit derivatives” on the Consolidated Statements of Total Comprehensive Income. Although CDS contracts are accounted for at fair value, they are surveilled similar to non-derivative financial guarantee contracts. As with financial guarantee insurance policies, Ambac’s risk group tracks credit migration of CDS contracts’ reference obligations from period to period.

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Adversely classified credits are assigned risk classifications by the risk group. As of September 30, 2014 , there are four CDS contracts on Ambac’s adversely classified credit listing, with a net derivative liability fair value of $62,094 and gross notional principal outstanding of $276,133 . As of December 31, 2013 , there were four CDS contracts on Ambac’s adversely classified credit listing, with a net derivative liability fair value of $62,296 and total notional principal outstanding of $277,881 .

Financial Services Derivative Products:

Ambac, through its subsidiary Ambac Financial Services (“AFS”), provides interest rate and currency swaps to states, municipalities and their authorities, asset-backed issuers and other entities in connection with their financings. AFS manages its interest rate swaps business with the goal of retaining some basis risk and excess interest rate sensitivity as an economic hedge against the effects of rising interest rates elsewhere in the Company, including on Ambac’s financial guarantee exposures. As of September 30, 2014 and December 31, 2013 the notional amounts of AFS’s trading derivative products are as follows:



	Notional
Type of derivative	September 30, 2014		December 31, 2013
Interest rate swaps—receive-fixed/pay-variable	$	686,558	$	697,837
Interest rate swaps—pay-fixed/receive-variable	1,484,081		1,540,976
Interest rate swaps—basis swaps	55,800		146,705
Futures contracts	100,000		100,000
Other contracts	75,650		75,650

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, 2014 and December 31, 2013 are as follows:



	Notional
Type of VIE derivative	September 30, 2014		December 31, 2013
Interest rate swaps—receive-fixed/pay-variable	$	1,778,828	$	1,818,118
Interest rate swaps—pay-fixed/receive-variable	3,278,303		3,350,714
Currency swaps	753,672		770,319
Credit derivatives	19,010		20,130

Contingent Features in Derivatives Related to Ambac Credit Risk

Ambac’s interest rate swaps with professional swap-dealer counterparties and certain front-end counterparties were 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 Ambac Assurance is no longer rated by an independent rating agency, counterparties have the right to terminate the swap positions. As per swap clearing requirement provisions of the Dodd-Frank Act implemented in 2014, many of our original counterparties have been replaced by an approved Futures Commission Merchant (“FCM”), who in turn faces a derivatives clearinghouse on our behalf. Ambac is required to post collateral to the FCM in the event net unrealized losses exceed zero. As is typical with such clearing arrangements, the FCM has the right to terminate the swap positions at any time.

As of September 30, 2014 and December 31, 2013 , the net liability fair value of all derivative instruments with contingent features linked to Ambac’s own credit risk was $68,422 and $42,555 , respectively, related to which Ambac had posted assets as collateral with a fair value of $95,958 and $126,223 , respectively. All such ratings-based contingent features have been triggered as requiring maximum collateral levels to be posted by Ambac while preserving counterparties’ rights to terminate the contracts. Assuming all contracts terminated on September 30, 2014 , settlement of collateral balances and net derivative liabilities would result in a net receipt of cash and/or securities by Ambac. If the FCM were to exercise its right to terminate, the actual termination payment amounts would be determined in accordance with terms negotiated with the FCM, which may result in amounts that differ from market values as reported in Ambac’s financial statements.

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10. LONG-TERM INCENTIVE COMPENSATION

Employees, directors and consultants of Ambac are eligible to participate in Ambac’s 2013 Incentive Compensation Plan (“2013 Plan”) subject to the discretion of the compensation committee of Ambac’s Board of Directors. The 2013 Plan provides for incentives and rewards that are valued or determined by reference to Ambac common stock as traded on the NASDAQ exchange. There are 4,000,000 shares of Ambac’s common stock authorized for awards under the 2013 Plan of which 3,649,958 shares are available for future grant as of September 30, 2014 .

In May 2014, Ambac developed a long term incentive compensation plan (“LTIP”) as a sub-plan of the 2013 Plan. The LTIP, approved by the Compensation Committee of the Board of Directors, is a significant component of management’s compensation program that is intended to strike an appropriate balance between short-term compensation and longer-term incentives aimed at fostering retention and aligning management's interest with those of Ambac's stakeholders. Awards granted under the LTIP are designed to further the financial and operational objectives of both Ambac and Ambac Assurance. The LTIP is intended to be an annual program.

In May 2014, performance awards were granted under the LTIP to certain members of management. The performance awards were granted to such members of management in proportion to their respective responsibilities and impact on each company's performance as determined by the compensation committee of the Board of Directors of Ambac and Ambac Assurance. These grants vest in 3 years and are evenly split between restricted stock units ("RSUs") and cash. Award values will be based on the performance at both Ambac and Ambac Assurance, but generally no awards will be granted unless a minimum performance threshold is met by Ambac Assurance. These awards can payout 0% to 200% of the initial target grant amount of $2,920 , inclusive of 49,041 performance based RSUs. Ambac performance will be evaluated relative to cumulative earnings before interest, taxes, depreciation and amortization over the vesting period (exclusive of Ambac Assurance earnings), which is intended to reward participants on generating taxable income from new business development. Over the same period, Ambac Assurance performance will be evaluated according to changes in a ratio of Ambac Assurance's assets to its insurance and financial obligations, which is intended to reward participants for increases in the relative value of Ambac Assurance.


11.	LONG-TERM DEBT

The carrying value of long-term debt was as follows:



	September 30, 2014		December 31, 2013
Ambac Assurance Corporation:
5.1% surplus notes, general account, due 2020	$	934,812	$	909,186
5.1% surplus notes, segregated account, due 2020	40,919		39,797
5.1% junior surplus notes, segregated account, due 2020	243,579		14,195
Ambac Assurance long-term debt	$	1,219,310	$	963,178

Variable Interest Entities:
Long-term debt	$	13,159,174	$	14,091,753

At September 30, 2014 junior surplus notes, segregated account, due 2020 include $350,000 face amount that Ambac sold to a newly formed Trust on August 28, 2014 (as further described in Note 1). The notes were recorded at a discount to par based on their fair value on August 28, 2014. These junior surplus notes have a scheduled maturity of June 7, 2020, subject to restrictions including that principal and interest payments may not be made until other indebtedness is paid in full, which includes senior surplus notes and Segregated Account policy claims. Repayment of the junior surplus notes is also subject to the approval of the Wisconsin Office of the Commissioner of Insurance (“OCI”). Ambac is accreting the discount on the junior surplus notes into earnings using the effective interest method, based on an imputed interest rate of 8.38% .

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12. INCOME TAXES

Ambac files a consolidated Federal income tax return with its subsidiaries. Ambac 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 affiliates operate and the earliest tax years subject to examination:



Jurisdiction	Tax Year
United States	2010
New York State	2010
New York City	2011
United Kingdom	2009
Italy	2009

As of September 30, 2014 Ambac had loss carryforwards totaling $6,059,276 . This includes carryforwards of $528,846 relating to U.S. capital losses, $189,738 of Ambac UK loss carryforwards, and an ordinary U. S. federal net operating tax carryforward of approximately $5,340,692 , which, if not utilized, will begin expiring in 2029 , and will fully expire in 2034 .

The tax effects of temporary differences that give rise to significant portions of the deferred tax liabilities and deferred tax assets at September 30, 2014 and December 31, 2013 are presented below:



	September 30, 2014			December 31, 2013
Deferred tax liabilities:
Insurance intangible	$	516,254		$	559,288
Variable interest entities	107,872			131,137
Investments	199,656			168,653
Unearned premiums and credit fees	39,559			38,826
Other	2,198			2,221
Total deferred tax liabilities	865,539			900,125
Deferred tax assets:
Net operating loss and capital carryforward	2,120,747			2,177,029
Loss reserves	544,511			634,692
Compensation	9,110			8,724
AMT Credits	4,269			4,269
Other	58,160			58,581
Sub-total deferred tax assets	2,736,797			2,883,295
Valuation allowance	1,873,434			1,985,369
Total deferred tax assets	863,363			897,926
Net deferred tax liability	$	(2,176	)	$	(2,199	)

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. Recent cumulative losses are a significant piece of negative evidence in assessing whether a valuation allowance is required. As a result of Ambac’s history of operating losses as well as the risks and uncertainties associated with future operating results, management believes it is more likely than not that the Company will not generate sufficient taxable income to recover the deferred tax operating asset and therefore has a full valuation allowance.

13. COMMITMENTS AND CONTINGENCIES

The following commitments and contingencies provide an update of those discussed in “Note 18: Commitments and Contingencies” in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, and should be read in conjunction with the complete descriptions provided in the aforementioned Form 10-K.

The Segregated Account and Wisconsin Rehabilitation Proceeding

Various third parties filed motions or objections in the Rehabilitation Court and/or moved to intervene in the Segregated Account Rehabilitation Proceeding. On January 24, 2011, the Rehabilitation Court issued its Decision and Final Order Confirming the Rehabilitator’s Plan of Rehabilitation, with Findings of Fact and Conclusions of Law (the “Confirmation Order”). Notices of

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appeal from the Confirmation Order were filed by various parties, including policyholders. On October 24, 2013, the Wisconsin Court of Appeals affirmed the Confirmation Order and the Rehabilitation Court’s rejection of the objections filed by various third parties before entry of the Confirmation Order. On November 22, 2013, petitions seeking discretionary review of this ruling by the Wisconsin Supreme Court were filed by (1) Wells Fargo Bank, National Association, as trustee for certain insured bonds issued by the Las Vegas Monorail Co., and four Eaton Vance entities claiming to own some number of these bonds; and (2) Deutsche Bank National Trust Company, Deutsche Bank Trust Company Americas, and U.S. Bank National Association, all as trustees for certain insured bonds or obligations. Additionally, on December 6, 2013, the Customer Asset Protection Company (“CAPCO”) filed a Response to these two petitions for review in which CAPCO took no position on whether the Wisconsin Supreme Court should grant the petitions, but asked the court to allow further consideration of Wis. Stat. § 645.68 if it does grant the petitions for review. The Rehabilitator responded by opposing further review by the Wisconsin Supreme Court. On March 17, 2014, the Supreme Court of Wisconsin denied the petitions for review making the decision by the Wisconsin Court of Appeals final and controlling law.

On February 13, 2014, the Rehabilitation Court approved a motion seeking approval for the Rehabilitator and the Segregated Account to disburse settlement proceeds from RMBS remediation claims as permitted policy claim payments, with such distributions to include (i) paying claims payments in excess of the then applicable claims cash payment percentage, and/or (ii) paying all or portions of unpaid permitted policy claims (such policy claim payments, “Special Policy Payments”).

On April 21, 2014, the Rehabilitator filed a motion with the Rehabilitation Court seeking approval to amend the Segregated Account Rehabilitation Plan (the “Amendment Motion”). On May 20, 2014 and June 5, 2014, the Rehabilitator filed supplements to his Amendment Motion, further supplementing and amending his amendments to the Segregated Account Rehabilitation Plan. The Rehabilitation Court heard and granted the Amendment Motion on June 11, 2014. The amendments modify the treatment of claims under the Segregated Account Rehabilitation Plan, as more fully described in Note 1. Moreover, the Rehabilitator will increase the percentage of the initial cash Interim Payment for permitted policy claims, pay certain Deferred Amounts, together with interest thereon, and make corresponding payments on surplus notes (other than junior surplus notes), as more fully described in Note 1.

On June 9, 2014, the Rehabilitator filed in the Rehabilitation Court a motion to confirm and declare the reimbursement amounts due with respect to cash claim payments made by Ambac Assurance and the Segregated Account on two policies. Certain investors filed objections to the motion on July 2, 2014. On July 7, 2014, after a hearing on the motion, the Rehabilitation Court granted the Rehabilitator’s motion. On August 20, 2014, a group of investors filed a notice of appeal. The appellants’ opening brief was filed on November 5, 2014. The Rehabilitator’s response brief is due on December 5, 2014.

Litigation Against Ambac

County of Alameda et al. v. Ambac Assurance Corporation et al. (Superior Court of the State of California, County of San Francisco, second amended complaint filed on or about August 23, 2011); Contra Costa County et al. v. Ambac Assurance Corporation et al. (Superior Court of the State of California, County of San Francisco, third amended complaint filed on or about October 21, 2011); The Olympic Club v. Ambac Assurance Corporation et al. (Superior Court of the State of California, County of San Francisco, fourth amended complaint filed on or about October 21, 2011). Ambac Assurance and the other Bond Insurer Defendants filed a demurrer seeking dismissal of the current amended complaints on September 21, 2011, which was denied on October 20, 2011. On December 2, 2011, Ambac Assurance and the other Bond Insurer Defendants filed a special motion to strike the current amended complaints under California’s Anti-SLAPP statute (Calif. Code of Civ. Proc. Section 425.16). On May 1, 2012, the Court ruled that the complaints were governed by the Anti-SLAPP statute to the extent they alleged conspiracy to influence the rating agencies’ rating methodologies, but not to the extent that the complaints alleged false or misleading statements or nondisclosures. After oral argument on March 21, 2013, the court dismissed claims related to the conspiracy branch of the complaint under the California Antitrust Law (the Cartwright Act) and after oral argument on April 22, 2013 denied defendants’ motion to dismiss claims under the California Unfair Competition Law. The court entered an order to this effect on July 9, 2013. On September 9, 2013, plaintiffs filed a notice of appeal of the July 9 ^th Order and on September 30, 2013, Ambac Assurance filed a notice of cross-appeal. On September 9, 2013, the parties filed motions for attorneys’ fees in connection with the portions of the Anti-SLAPP motions on which they were successful. The court denied plaintiffs’ motion for fees from the bench on November 8, 2013. On March 26, 2014, the court granted the defendants’ motions for attorneys’ fees awarding Ambac Assurance approximately $207 . On July 7, 2014, plaintiffs filed a notice of appeal from the court’s decision awarding attorneys’ fees to Ambac Assurance and the other defendants. Also on July 7, 2014, the Bond Insurer Defendants filed their appellate brief appealing the July 9 ^th Order. Plaintiffs’ opposition to the Bond Insurer Defendants’ appellate brief and plaintiffs’ affirmative brief on their cross-motion were filed on November 5, 2014.

Broadbill Partners LP et al. v. Ambac Assurance Corporation (Supreme Court of the State of New York, County of New York, filed November 8, 2012). Ambac Assurance filed a motion to dismiss on January 15, 2013, which the plaintiffs opposed. The Court

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held oral argument on September 11, 2013. On March 12, 2014, the court granted Ambac Assurance’s motion dismissing the plaintiffs’ claims in their entirety. Plaintiffs filed a notice of appeal on March 31, 2014.

Ambac Assurance’s estimates of projected losses for RMBS transactions consider, among other things, 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. Ambac Assurance has been made aware that a transaction participant has directed a bond trustee to employ a different waterfall interpretation in a RMBS transaction, which may lead to the commencement of legal action. 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.

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 certain litigation against Ambac which are probable and reasonably estimable, and management’s estimated range of loss for such matters, are not material to the operating results or financial position of the Company. For the remaining litigation matters Ambac 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 but, 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 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.

Ambac Assurance Corporation v. Adelanto Public Utility Authority (United States District Court, Southern District of New York, filed on June 1, 2009). On January 11, 2013 the court granted Ambac Assurance’s motion for summary judgment on all claims except Ambac Assurance’s claim for specific performance (as to which no summary judgment motion was made) and denied defendant’s motion for summary judgment. Following a hearing on August 23, 2013, the court issued an order on August 29, 2013, awarding Ambac interest on the termination payment as well as legal fees and expenses as of March 31, 2013. In order to expedite the disposition of any appeals, Ambac Assurance filed a motion for the entry of final judgment for the claims upon which summary judgment was awarded and the defendant moved for the entry of final judgment on the dismissal in 2011 of all its counterclaims against Ambac Assurance. On March 6, 2014, the court granted both motions and entered final judgment on March 8, 2014 on the dismissal of defendant’s counterclaims and on the claims for which Ambac Assurance was granted summary judgment awarding Ambac Assurance approximately $ 7,760 as of March 11, 2014. Defendant filed a notice of appeal to the United States Court of Appeals for the Second Circuit on April 9, 2014. On June 26, 2014, the District Court granted Ambac Assurance’s motion for permission to register the judgment in its favor with the U.S. District Court for the Central District of California notwithstanding the pendency of Defendant’s Second Circuit appeal and denied Defendant’s cross-motion for a stay of enforcement pending appeal with a partial supersedeas bond, and the judgment has been registered in the Central District. In the meantime, defendant’s Second Circuit appeal schedule has been repeatedly adjourned with the consent of Ambac Assurance while discussions concerning defendant’s satisfaction of the judgment occur under the auspices of the mediation program of the Court of Appeals.

Ambac Assurance Corporation v. City of Detroit, Michigan, Kevyn D. Orr, John Naglick, Michael Jamison and Cheryl Johnson (United States Bankruptcy Court, Eastern District of Michigan Southern Division, filed on November 8, 2013). In July, 2014, the parties finalized settlement agreements pursuant to which, among other things, the litigation would be stayed pending the issuance of either an approval order concerning the settlement agreements or a confirmation order concerning the City of Detroit’s plan of adjustment and the occurrence of the effective date in the City’s bankruptcy proceedings. The Court stayed the litigation on September 16, 2014. Subsequently, on October 6, 2014, the Court issued an order dismissing the litigation without prejudice to having it reinstated at a later date if necessary.

In connection with Ambac Assurance’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

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obligation by the sponsors to repurchase ineligible loans, Ambac Assurance has filed various lawsuits, which are listed and described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as supplemented and updated below:

•

Ambac Assurance Corporation and The Segregated Account of Ambac Assurance Corporation v. EMC Mortgage LLC (formerly known as EMC Mortgage Corporation), J.P. Morgan Securities, Inc. (formerly known as Bear, Stearns & Co. Inc.), and JP Morgan Chase Bank, N.A. (Supreme Court of the State of New York, County of New York, filed March 30, 2012 and amended on August 14, 2012). On June 13, 2013, the court dismissed Ambac Assurance’s contractual claims but not its claims for fraudulent inducement or successor liability. Ambac Assurance appealed the trial court’s decision. On October 16, 2014, the Appellate Division for the First Department affirmed the trial court’s dismissal. Ambac Assurance filed for leave to re-argue, or in the alternative to appeal, the decision. With respect to the claims that remain in the case, discovery is ongoing.

•

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, filed April 16, 2012). Defendants filed a motion to dismiss on July 13, 2012, which Ambac opposed on September 21, 2012. Oral argument was held on May 6, 2013. On July 18, 2013 the court dismissed Ambac Assurance’s claims for indemnification and limited Ambac Assurance’s claim for breach of loan-level warranties to the repurchase protocol, but did not dismiss Ambac Assurance’s other contractual claims or fraudulent inducement claim. On August 21, 2013, defendants filed a notice of appeal, and on August 30, 2013, Ambac Assurance filed a notice of cross-appeal. On April 22, 2014, the parties filed a stipulation withdrawing defendants’ appeal and Ambac Assurance’s cross-appeal of the court’s July 18, 2013 decision. Discovery is ongoing. No trial date has been set.

•

Ambac Assurance Corporation and The Segregated Account of Ambac Assurance Corporation v. Capital One, N.A., as successor by merger to Chevy Chase Bank, F.S.B. (United States District Court for the Southern District of New York, filed on October 24, 2012). Defendants filed a motion to dismiss on February 6, 2013, which Ambac Assurance opposed. The court held oral argument on March 7, 2013 and on March 27, 2014, the court ordered the motion withdrawn. Defendant filed its answer on April 11, 2014. On June 16, 2014, the court entered an order discontinuing the litigation with prejudice pursuant to stipulation signed by the parties.

•

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, filed on April 15, 2013). On September 22, 2014, plaintiffs filed an amended complaint alleging claims for fraudulent inducement, material breach of contract and for the repurchase of loans that breach representations and warranties under the contracts, as well as damages. Pursuant to court order, on October 29, 2014, the parties submitted supplemental briefing on the impact, if any, of the First Department’s appellate decision in Ambac v. EMC on defendants’ pending motion to dismiss. On October 31, 2014 defendants filed a motion to strike the amended complaint. Plaintiffs intend to oppose the motion and to file a cross motion for leave to amend by November 14, 2014.

14. SEGMENT INFORMATION

Ambac has two reportable segments, as follows: (i) Financial Guarantee, which provides financial guarantees (including credit derivatives) for public finance, structured finance and other obligations; and (ii) Financial Services, which provides investment agreements, funding conduits, interest rate and currency swaps, principally to clients of the financial guarantee business. Ambac’s reportable segments were strategic business units that offer different products and services. They are managed separately because each business required different marketing strategies, personnel skill sets and technology.

Ambac Assurance guarantees the swap and investment agreement obligations of its Financial Services affiliates. Additionally, Ambac Assurance provides loans to the Financial Services businesses. Inter-segment revenues include the premiums and investment income earned under those agreements. Such premiums are determined as if they were premiums paid by third parties, that is, at current market prices.

Information provided below for “Corporate and Other” primarily relates to (i) amounts received by Ambac under the Mediation Agreement dated September 21, 2011 (as more fully described in Note 1 to the Consolidated Financial Statements in Part II, Item 8 of Ambac’s 2013 Form 10-K); and (ii) other corporate activities, including interest income on the investment portfolio, including accrual of interest on the junior surplus notes issued by the Segregated Account prior to Ambac's sale on August 28, 2014 (see Note 1 for further information relating to the sale of Junior Surplus Notes by Ambac). Corporate and Other intersegment revenue relates to receipts under the Mediation Agreement. The following table is a summary of financial information by reportable segment for the affected periods:

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Successor Ambac - Period from July 1 through September 30, 2014	Financial Guarantee			Financial Services			Corporate and Other			Inter-segment Eliminations			Consolidated
Revenues:
Unaffiliated customers ⁽¹⁾	$	170,335		$	(15,445	)	$	78		$	—		$	154,968
Equity in net income of investees accounted for by equity method	—			—			371			—			371
Inter-segment	237			(219		)	5,838			(5,856		)	—
Total revenues	170,572			(15,664		)	6,287			(5,856		)	155,339
Pre-tax income (loss) from continuing operations:
Unaffiliated customers ^(1)(2)(3)	101,975			(16,304		)	(1,269		)	—			84,402
Equity in net income of investees accounted for by equity method	—			—			371			—			371
Inter-segment	(6,441		)	(281		)	6,722			—			—
Pre-tax income (loss) from continuing operations	95,534			(16,585		)	5,824			—			84,773
Total assets as of September 30, 2014	25,922,462			373,200			295,123			—			26,590,785
Net investment income	82,978			154			449			—			83,581
Insurance intangible amortization	41,908			—			—			—			41,908
Interest expense	31,491			350			—			—			31,841
Reorganization items ⁽⁴⁾	$	—		$	—		$	2		$	—		$	2



Successor Ambac - Period from July 1 through September 30, 2013	Financial Guarantee			Financial Services			Corporate and Other			Inter-segment Eliminations			Consolidated
Revenues:
Unaffiliated customers ⁽¹⁾	$	157,382		$	14,144		$	126		$	—		$	171,652
Inter-segment	512			(472		)	8,259			(8,299		)	—
Total revenues	157,894			13,672			8,385			(8,299		)	171,652
Pre-tax income (loss) from continuing operations:
Unaffiliated customers ^(1)(2)(3)	219,006			12,812			(217		)	—			231,601
Inter-segment	(8,664		)	(623		)	9,287			—			—
Pre-tax income (loss) from continuing operations	210,342			12,189			9,070			—			231,601
Total assets as of September 30, 2013	28,117,113			477,111			39,414			—			28,633,638
Net investment income	51,637			474			15			—			52,126
Insurance intangible amortization	37,473			—			—			—			37,473
Interest expense	31,281			536			—			—			31,817
Reorganization items ⁽⁴⁾	$	—		$	—		$	4		$	—		$	4



Successor Ambac - Period from January 1 through September 30, 2014	Financial Guarantee			Financial Services			Corporate and Other			Inter-segment Eliminations			Consolidated
Revenues:
Unaffiliated customers ⁽¹⁾	$	437,591		$	(116,294	)	$	142		$	—		$	321,439
Equity in net income of investees accounted for by equity method	—			—			371			—			371
Inter-segment	937			(901		)	23,309			(23,345		)	—
Total revenues	438,528			(117,195		)	23,822			(23,345		)	321,810
Pre-tax income (loss) from continuing operations:
Unaffiliated customers ^(1)(2)(3)	157,551			(119,287		)	(4,976		)	—			33,288
Equity in net income of investees accounted for by equity method	—			—			371			—			371
Inter-segment	(24,995		)	(1,150		)	26,145			—			—
Pre-tax income (loss) from continuing operations	132,556			(120,437		)	21,540			—			33,659
Total assets as of September 30, 2014	25,922,462			373,200			295,123			—			26,590,785
Net investment income	232,995			967			513			—			234,475
Insurance intangible amortization	109,878			—			—			—			109,878
Interest expense	94,886			1,236			—			—			96,122
Reorganization items ⁽⁴⁾	$	—		$	—		$	211		$	—		$	211

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Successor Ambac - Period from May 1 through September 30, 2013	Financial Guarantee			Financial Services			Corporate and Other			Inter-segment Eliminations			Consolidated
Revenues:
Unaffiliated customers ⁽¹⁾	$	317,287		$	96,634		$	146		$	—		$	414,067
Inter-segment	911			(846		)	13,684			(13,749		)	—
Total revenues	318,198			95,788			13,830			(13,749		)	414,067
Pre-tax income (loss) from continuing operations:
Unaffiliated customers ^{(1) (2) (3)}	343,896			94,504			(1,004		)	—			437,396
Inter-segment	(14,161		)	(1,146		)	15,307			—			—
Pre-tax income (loss) from continuing operations	329,735			93,358			14,303			—			437,396
Total assets as of September 30, 2013	28,117,113			477,111			39,414			—			28,633,638
Net investment income	77,652			632			38			—			78,322
Insurance intangible amortization	62,425			—			—			—			62,425
Interest expense	52,057			904			—			—			52,961
Reorganization items ⁽⁴⁾	$	—		$	—		$	428		$	—		$	428



Predecessor Ambac - Period from January 1 through April 30, 2013	Financial Guarantee			Financial Services			Corporate and Other			Inter-segment Eliminations			Consolidated
Revenues:
Unaffiliated customers ⁽¹⁾	$	633,010		$	7,339		$	39		$	—		$	640,388
Inter-segment	940			(882		)	197,055			(197,113		)	—
Total revenues	633,950			6,457			197,094			(197,113		)	640,388
Pre-tax income (loss) from continuing operations:
Unaffiliated customers ⁽¹⁾⁽²⁾	1,830,165			3,233			1,514,635			—			3,348,033
Inter-segment	(197,187		)	(1,101		)	198,288			—			—
Pre-tax income (loss) from continuing operations	1,632,978			2,132			1,712,923			—			3,348,033
Total assets as of April 30, 2013	28,287,321			536,711			29,403			—			28,853,435
Net investment income	115,129			1,572			39			—			116,740
Interest expense	29,718			1,307			—			—			31,025
Reorganization items ⁽⁴⁾	$	(1,231,550	)	$	1,505		$	(1,515,135	)	$	—		$	(2,745,180	)


(1)	Included in both revenues from unaffiliated customers and in pre-tax income (loss) from continuing operations from unaffiliated customers is net investment income.


(2)	Included in pre-tax income (loss) from continuing operations from unaffiliated customers is interest expense.


(3)	Included in pre-tax income (loss) from continuing operations from unaffiliated customers is amortization of intangible asset arising from financial guarantee contracts that were set to fair value upon adoption of Fresh Start.


(4)	Refer to "Note 2: Reorganization under Chapter 11," for a further discussion of Reorganization items.

The following table summarizes gross premiums written, net premiums earned and the net change in fair value of credit derivatives included in the Financial Guarantee segment by location of risk for the affected periods:



	Period from July 1 through September 30, 2014							Period from July 1 through September 30, 2013
	Gross Premiums Written			Net Premiums Earned		Net Change in Fair Value of Credit Derivatives		Gross Premiums Written			Net Premiums Earned		Net Change in Fair Value of Credit Derivatives
United States	$	(15,355	)	$	44,882	$	262	$	(25,030	)	$	50,234	$	21,911
United Kingdom	1,482			14,309		—		(2,789		)	15,273		948
Other international	173			5,640		7,154		(6,561		)	5,442		8,335
Total	$	(13,700	)	$	64,831	$	7,416	$	(34,380	)	$	70,949	$	31,194

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	Successor Ambac														Predecessor Ambac
	Period from January 1 through September 30, 2014							Period from May 1 through September 30, 2013							Period from January 1 through April 30, 2013
	Gross Premiums Written			Net Premiums Earned		Net Change in Fair Value of Credit Derivatives		Gross Premiums Written			Net Premiums Earned		Net Change in Fair Value of Credit Derivatives		Gross Premiums Written			Net Premiums Earned		Net Change in Fair Value of Credit Derivatives
United States	$	(44,266	)	$	141,472	$	6,283	$	(49,523	)	$	96,574	$	36,860	$	(16,102	)	$	104,594	$	(31,134	)
United Kingdom	(1,681		)	55,752		—		(4,706		)	24,113		3,061		10,673			18,071		(5,861		)
Other international	(19,005		)	15,167		7,296		(14,232		)	8,301		42,493		(8,696		)	7,335		(23,389		)
Total	$	(64,952	)	$	212,391	$	13,579	$	(68,461	)	$	128,988	$	82,414	$	(14,125	)	$	130,000	$	(60,384	)

15. RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING STANDARDS

Adopted:

Effective January 1, 2014, Ambac adopted ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists . The ASU requires an entity to present an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for an NOL carryforward, a similar tax loss, or a tax credit carryforward except when: i) an NOL carryforward, a similar tax loss, or a tax credit carryforward is not available as of the reporting date under the governing tax law to settle taxes that would result from the disallowance of the tax position and ii) the entity does not intend to use the deferred tax asset for this purpose. If either of these conditions exists, an entity should present an unrecognized tax benefit in the financial statements as a liability and should not net the unrecognized tax benefit with a deferred tax asset. The adoption of this ASU did not have a material effect on Ambac’s financial statements.

Issued:

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity . The objective of this ASU is to limit discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. Under current U.S. GAAP, many disposals, some of which may be routine in nature and not a change in an entity's strategy, are reported in discontinued operations. The ASU also requires certain expanded disclosures for discontinued operations and disclosure of the pre-tax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting. The ASU is effective prospectively for all disposal (or classifications of held for sale) components that occur within annual periods beginning on or after December 15, 2014. Ambac will adopt the ASU on January 1, 2015. The adoption of this ASU is not expected to have a material effect on Ambac's financial statements.

In June 2014, the FASB issued ASU 2014-12, Compensation - Stock Compensation (Topics 718) - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period . Generally, share-based payment awards that require a specific performance target to be met also require an employee to render service until the performance target is achieved. However, in some cases, the terms of an award may provide that the performance target could be achieved after the employee completes the requisite service period. Under current U.S. GAAP, there is no explicit guidance on how to account for share-based payment awards with performance targets that could be achieved after the requisite service period. This ASU is intended to resolve diversity in practice with respect to how the performance target is considered in the grant-date fair value of the award, which impacts the amount of compensation cost recognized over time. The ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As a result, the performance target would not be reflected in estimating the fair value of the award at the grant date. The ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. Ambac presently follows the guidance in this ASU for its share-based awards which have performance targets, thus there will be no material impact on Ambac's financial statements.

In August 2014, the FASB issued ASU 2014-13, Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity . A collateralized financing entity ("CFE") is a variable interest entity with nominal or no equity that holds financial assets and issues beneficial interests in those financial assets. The beneficial interests,

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which are financial liabilities of the CFE, have contractual recourse only to the related assets of the CFE. Currently, a reporting entity that is required to consolidate a CFE may elect to measure the financial assets and financial liabilities of the CFE at fair value. Under the ASU, a reporting entity may elect to measure such assets and liabilities using either: i) the measurement principles in the Fair Value Measurement Topic of the ASC or ii) an alternative measurement approach specified in the ASU. The alternative measurement approach uses the more observable of either the fair value of the financial assets or financial liabilities to measure both. The ASU is intended to address diversity in practice in accounting for the measurement difference between financial assets and financial liabilities of CFEs. The ASU is effective for annual periods and interim periods with those annual periods beginning after December 15, 2015. A reporting entity may apply the ASU using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the annual period of adoption. A reporting entity may also apply the ASU retrospectively to all relevant prior periods beginning with the annual period in which ASU 2009-17, Consolidation (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities , was adopted. Ambac will adopt ASU 2014-13 on January 1, 2016 and is currently evaluating the implications of the ASU on its financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The ASU requires management to assess, at each interim and annual reporting period, whether substantial doubt exists about the company’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued. If management determines there is substantial doubt, it should also consider whether the substantial doubt is overcome by management’s plans, and provide certain disclosures based on facts and circumstances. The ASU is effective for annual periods and interim periods with those annual periods beginning after December 15, 2016, with early adoption permitted. Ambac has not determined whether it will early adopt this ASU and is currently evaluating the impact on its disclosures.

In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The objective of this ASU is to eliminate the existing diversity in practice in accounting for hybrid financial instruments issued in the form of a share. A hybrid financial instrument consists of a “host contract” into which one or more derivative terms have been embedded. The ASU requires an entity to consider the terms and features of the entire financial instrument, including the embedded derivative features, in order to determine whether the nature of the host contract is more akin to debt or to equity. The ASU is effective for annual periods and interim periods with those annual periods beginning after December 15, 2015, with early adoption permitted. A reporting entity should apply the ASU using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the annual period of adoption. Retrospective application is permitted to all relevant prior periods. Ambac will adopt the ASU on January 1, 2016. Adoption of this ASU is not expected to have a material effect on Ambac’s financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Following this summary is a discussion addressing the consolidated results of operations and financial condition of Ambac Financial Group, Inc. (“Ambac” or “the Company”) for the periods indicated. This discussion should be read in conjunction with Ambac’s Annual Report on Form 10-K for the year ended December 31, 2013, the CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 below and Risk Factors set forth in Part II, Item 1A of this Form 10-Q.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain financial measures, in particular the presentation of Operating Earnings (Losses) and Adjusted Book Value, which are not presented in accordance with accounting principles generally accepted in the United States (“GAAP”). We are presenting these non-GAAP financial measures because they provide greater transparency and enhanced visibility into the underlying profitability drivers of our business. We do not intend for these non-GAAP financial measures to be a substitute for any GAAP financial measures and they may differ from similar reporting provided by other companies. Readers of this Form 10-Q should use these non-GAAP financial measures only in conjunction with the comparable GAAP financial measures. Operating Earnings (Losses) and Adjusted Book Value are non-GAAP financial measures that adjust for the impact of certain non-recurring or non-economic GAAP accounting requirements and include the addition of certain items that the Company has or expects to realize in the future, but that are not reported under GAAP. We also provide reconciliations to the most directly comparable GAAP measures; Operating Earnings (Losses) to Net income (loss) attributable to common stockholders and Adjusted Book Value to Total Ambac Financial Group, Inc. stockholders’ equity.

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 2013 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’s 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) volatility in the price of Ambac’s common stock; (2) uncertainty concerning our ability to achieve value for holders of Ambac securities, whether from Ambac Assurance Corporation (“Ambac Assurance”) or from new business opportunities; (3) the possible dilution of the ownership interests of our stockholders; (4) the impact on our stock price of future offerings of debt or senior equity securities; (5) our inability to achieve the financial results projected during our Chapter 11 proceeding; (6) potential of rehabilitation proceedings against Ambac Assurance; (7) decisions made by the rehabilitator of the Segregated Account of Ambac Assurance Corporation (the “Segregated Account”) for the benefit of policyholders that may result in material adverse consequences for Ambac’s security holders; (8) our inability to realize the expected recoveries included in our financial statements; (9) intercompany disputes or disputes with the rehabilitator of the Segregated Account; (10) material changes to the Segregated Account rehabilitation plan or to current rules and procedures governing the payment of permitted policy claims, with resulting adverse impacts; (11) decisions of the rehabilitator of the Segregated Account concerning payments of deferred claim amounts or payments on surplus notes, the timing or magnitude of which is disadvantageous to Ambac; (12) increased fiscal stress experienced by issuers of public finance obligations or an increased incidence of Chapter 9 filings by municipal issuers; (13) adverse events arising from the rehabilitation proceedings for the Segregated Account, including the failure of the injunctions issued by the Wisconsin rehabilitation court to protect the Segregated Account and Ambac Assurance from certain adverse actions; (14) adverse tax consequences or other costs resulting from the Segregated Account rehabilitation plan or from rules and procedures governing the payment of permitted policy claims; (15) credit risk throughout our business, including but not limited to credit risk related to residential mortgage-backed securities, student loan and other asset securitizations, collateralized loan obligations, public finance obligations and exposures to reinsurers; (16) risks attendant to the change in composition of securities in our investment portfolio; (17) inadequacy of reserves established for losses and loss expenses; (18) the risk that our risk management policies and practices do not anticipate certain risks and/or the magnitude of potential for loss as a result of unforeseen risks; (19) changes

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in prevailing interest rates; (20) factors that may influence the amount of installment premiums paid to Ambac, including the Segregated Account rehabilitation proceedings; (21) default by one or more of Ambac Assurance’s portfolio investments, insured issuers or counterparties; (22) market risks impacting assets in our investment portfolio or the value of our assets posted as collateral in respect of investment agreements and interest rate swap transactions; (23) risks relating to determinations of amounts of impairments taken on investments; (24) credit and liquidity risks due to unscheduled and unanticipated withdrawals on investment agreements; (25) the risk of litigation and regulatory inquiries or investigations, and the risk of adverse outcomes in connection therewith, which could have a material adverse effect on our business, operations, financial position, profitability or cash flows; (26) system security risks; (27) the effects of U.S. fiscal policies; (28) market spreads and pricing on derivative products insured or issued by Ambac or its subsidiaries; (29) the risk of volatility in income and earnings, including volatility due to the application of fair value accounting; (30) changes in accounting principles or practices that may impact Ambac’s financial results, including those resulting from any further changes to the Segregated Account rehabilitation plan or decisions of the rehabilitator; (31) legislative and regulatory developments; (32) operational risks, including with respect to internal processes, risk models, systems and employees, and failures in services or products provided by third parties; (33) Ambac’s financial position and the Segregated Account rehabilitation proceedings that may prompt departures of key employees and may impact our ability to attract qualified executives and employees; and (34) other risks and uncertainties that have not been identified at this time.

COMPANY OVERVIEW

Ambac Financial Group, Inc. (“Ambac” or the “Company”), headquartered in New York City, is a financial services holding company incorporated in the state of Delaware. On May 1, 2013, the Second Modified Fifth Amended Plan of Reorganization of Ambac Financial Group, Inc. (the “Reorganization Plan”) became effective and Ambac emerged from bankruptcy.

There are substantial restrictions on the ability to transfer Ambac’s common stock set forth in Article XII of Ambac’s Amended and Restated Certificate of Incorporation. In order to preserve certain tax benefits, subject to limited exceptions, any attempted transfer of common stock shall be prohibited and void to the extent that, as a result of such transfer (or any series of transfers of which such transfer is a part), either (i) any person or group of persons shall become a holder of 5% or more of the Company’s common stock or (ii) the percentage stock ownership interest in Ambac of any holder of 5% or more of the Company’s common stock shall be increased (a “Prohibited Transfer”). These restrictions shall not apply to an attempted transfer if the transferor or the transferee obtains the written approval of Ambac’s Board of Directors to such transfer. A purported transferee of a Prohibited Transfer shall not be recognized as a stockholder of Ambac for any purpose whatsoever in respect of the securities which are the subject of the Prohibited Transfer (the “Excess Securities”). Until the Excess Securities are acquired by another person in a transfer that is not a Prohibited Transfer, the purported transferee of a Prohibited Transfer shall not be entitled with respect to such Excess Securities to any rights of stockholders of Ambac, including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any. Once the Excess Securities have been acquired in a transfer that is not a Prohibited Transfer, the securities shall cease to be Excess Securities. If the Board determines that a transfer of securities constitutes a Prohibited Transfer then, upon written demand by Ambac, the purported transferee shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the purported transferee’s possession or control, together with any distributions paid by Ambac with respect to such Excess Securities, to an agent designated by Ambac. Such agent shall thereafter sell such Excess Securities and the proceeds of such sale shall be distributed as set forth in the Amended and Restated Certificate of Incorporation. If the purported transferee of a Prohibited Transfer has resold the Excess Securities before receiving such demand, such person shall be deemed to have sold the Excess Securities for Ambac’s agent and shall be required to transfer to such agent the proceeds of such sale, which shall be distributed as set forth in the Amended and Restated Certificate of Incorporation.

Ambac’s primary goal is to maximize shareholder value through executing the following key strategies:

•

Increasing the value of its investment in Ambac Assurance Corporation (“Ambac Assurance”) by actively managing its assets and liabilities with a focus on maximizing risk-adjusted investment portfolio returns and mitigating or remediating losses on poorly performing insured transactions through executing policy commutations, repurchasing liabilities at a discount, pursuing recoveries of losses through litigation and the exercise of contractual and legal rights, restructuring transactions and other means; and


•	Pursuing new businesses, which may include financial services businesses such as advisory, asset servicing, asset management, and/or insurance.

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Opportunities for de-risking transactions depend on market conditions, including the perception of Ambac Assurance’s creditworthiness, the structure of the underlying risk and associated policy, as well as other factors. Ambac Assurance’s ability to commute policies or purchase liabilities may be limited by available liquidity. The execution of Ambac’s strategy with respect to increasing the value of its investment in Ambac Assurance is subject to the authority of the Rehabilitator (defined below) to control the management of the Segregated Account (as defined below). In exercising such authority, the Rehabilitator will act for the benefit of policyholders, and will not take into account the interests of Ambac. Similarly, by operation of the contracts executed in connection with the establishment, and subsequent rehabilitation, of the Segregated Account, the Rehabilitator retains rights to oversee and approve certain actions taken in respect of Ambac Assurance. Refer to Note 1 to the Consolidated Financial Statements located in Part II, Item 8 of Ambac's 2013 Form 10-K and to Note 1 to the Unaudited Consolidated Financial Statements located in Part I, Item I of this Form 10-Q, for more information on the Segregated Account and the contracts between Ambac Assurance and the Segregated Account.

Although we are exploring new business opportunities for Ambac, no assurance can be given that we will be able to identify or execute the acquisition or development of any new business. In addition, there can be no assurance that we will be able to generate or obtain the financial and other resources that may be required to finance the acquisition or development of any new business. Moreover, it is not possible at this time to predict the operating results or prospects of any future business. Due to these factors, as well as uncertainties relating to the ability of Ambac Assurance to deliver value to Ambac, the value of our securities is speculative.

For additional risks and uncertainties concerning Ambac, please refer to Part I, Item 1A of Ambac’s 2013 Form 10-K and Part II, Item 1A of this Form 10-Q.

Ambac has two reportable business segments: Financial Guarantee and Financial Services.

Ambac’s financial guarantee business segment is conducted through its primary operating subsidiary, Ambac Assurance and its wholly owned subsidiary, Ambac Assurance UK Limited (“Ambac UK”). Insurance policies insured by Ambac Assurance and Ambac UK guarantee payment when due of the principal and interest on the obligation guaranteed. Ambac Assurance also has another wholly-owned financial guarantee subsidiary, Everspan Financial Guarantee Corp. (“Everspan”), which has been in runoff since its acquisition in 1997. The deterioration of Ambac Assurance’s financial condition resulting from losses in its insured portfolio since 2007 has prevented Ambac Assurance from being able to write new business. An inability to write new business has and will continue to negatively impact Ambac’s future operations and financial results. Ambac Assurance’s ability to pay dividends and, as a result, Ambac’s liquidity, have been significantly restricted by the deterioration of Ambac Assurance’s financial condition, by the rehabilitation of the Segregated Account and by the terms of the Settlement Agreement, dated as of June 7, 2010, by and among Ambac Assurance, Ambac Credit Products LLC (“ACP”), Ambac and counterparties to credit default swaps with ACP that were guaranteed by Ambac Assurance. Ambac Assurance is also restricted in its ability to pay dividends pursuant to the terms of its Auction Market Preferred Shares. It is highly unlikely that Ambac Assurance will be able to make dividend payments to Ambac for the foreseeable future. Refer to Part I, Item 1 of Ambac’s 2013 Form 10-K, “Insurance Regulatory Matters - Dividend Restrictions, Including Contractual Restrictions” and Note 9 to the Consolidated Financial Statements located in Part II, Item 8 of Ambac’s 2013 Form 10-K, for more information on dividend payment restrictions.

In March 2010, Ambac Assurance established a segregated account pursuant to Wisc. Stat. §611.24(2) (the “Segregated Account”) to segregate certain segments of Ambac Assurance’s liabilities. Net par exposure at September 30, 2014 for policies allocated to the Segregated Account was $19,651 million. As of September 30, 2014, insurance liabilities for policies allocated to the Segregated Account were $6,104.2 million. These insurance liabilities include loss reserves and loss expense reserves, gross of remediation and reinsurance recoveries. In March 2010, the Office of the Commissioner of Insurance for the State of Wisconsin (“OCI” (which term shall be understood to refer to such office as regulator of Ambac Assurance and to the Commissioner of Insurance for the State of Wisconsin as rehabilitator of the Segregated Account (the “Rehabilitator”), as the context requires)) commenced rehabilitation proceedings with respect to the Segregated Account (the “Segregated Account Rehabilitation Proceedings”) in order to permit the OCI to facilitate an orderly run-off and/or settlement of the liabilities allocated to the Segregated Account pursuant to the provisions of the Wisconsin Insurers Rehabilitation and Liquidation Act. Refer to Note 1 to the Consolidated Financial Statements in Part II, Item 8 of Ambac’s 2013 Form 10-K and to Note 1 to the Unaudited Consolidated Financial Statements in Part I, Item I of this Form 10-Q for further discussion of the Segregated Account.

Ambac’s financial services segment is operated by subsidiaries of Ambac Assurance. This segment provides financial and investment products, including investment agreements, funding conduits, and interest rate swaps, principally to the clients of its financial guarantee business. Ambac Assurance insures all of the obligations of its financial services subsidiaries. The financial services businesses are in active runoff, which is being effectuated by means of transaction terminations, settlements, assignments and scheduled amortization of contracts.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Ambac’s Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which require the use of estimates and assumptions. For a discussion of Ambac’s critical accounting policies and estimates, see “Critical Accounting Policies and Estimates” 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, 2013.

FINANCIAL GUARANTEES IN FORCE

Financial guarantee products were sold in three principal markets: the U.S. public finance market, the U.S. structured finance and asset-backed market and the international finance market. The following table provides a breakdown of guaranteed net par outstanding by market at September 30, 2014 and December 31, 2013. 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. Guaranteed net par outstanding includes the exposures of policies that insure variable interest entities (“VIEs”) consolidated in accordance with the Consolidation Topic of the ASC, Consolidation. Guaranteed net par outstanding excludes the exposures of policies that insure bonds which have been refunded or pre-refunded:



($ in millions)	September 30, 2014		December 31, 2013
Public Finance ⁽¹⁾⁽²⁾	$	101,663	$	116,062
Structured Finance	27,523		31,412
International Finance	28,206		31,618
Total net par outstanding ⁽³⁾	$	157,392	$	179,092


(1)	Includes $6,103 and $6,165 of Military Housing net par outstanding at September 30, 2014 and December 31, 2013, respectively.


(2)	Includes $2,437 and $2,485 of Puerto Rico net par outstanding at September 30, 2014 and December 31, 2013, respectively. Components of Puerto Rico net par outstanding includes capital appreciation bonds which are reported at the par amount at the time of issuance of the related insurance policy.


(3)	Included in the above net par exposures at September 30, 2014 and December 31, 2013 are $1,959 and $2,776, respectively, of exposures that were executed in credit derivatives form.

Ratings Distribution

The following tables provide a rating distribution of net par outstanding based upon internal Ambac Assurance credit ratings at September 30, 2014 and December 31, 2013 and a distribution by bond type of Ambac Assurance’s below investment grade net par exposures at September 30, 2014 and December 31, 2013. Below investment grade is defined as those exposures with an Ambac internal credit rating below BBB-:

Percentage of Guaranteed Portfolio



Ambac Rating ⁽¹⁾	September 30, 2014		December 31, 2013
AAA	<1%		<1%
AA	19		20
A	43		43
BBB	21		20
Below investment grade	17		17
Total	100	%	100	%

(1)

Internal credit ratings are provided solely to indicate the underlying credit quality of guaranteed obligations based on the view of Ambac Assurance, and for Ambac UK related transactions, based on the view of Ambac UK. In cases where Ambac Assurance or Ambac UK 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 Assurance and Ambac UK credit ratings are subject to revision at any time and do not constitute investment advice.

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Summary of Below Investment Grade Exposure



($ in millions)	September 30, 2014		December 31, 2013
Public Finance:
Tax-backed ⁽¹⁾	$	2,598	$	1,887
Housing ⁽²⁾	842		732
General obligation ⁽¹⁾	588		363
Transportation	499		519
Health care	30		30
Other	1,344		1,291
Total Public Finance	5,901		4,822
Structured Finance:
Residential mortgage-backed and home equity—first lien	7,272		8,092
Residential mortgage-backed and home equity—second lien	5,753		6,440
Student loans	3,239		4,223
Structured Insurance	1,037		1,648
Mortgage-backed and home equity—other	311		346
Other	546		547
Total Structured Finance	18,158		21,296
International Finance:
Other	3,458		3,702
Total International Finance	3,458		3,702
Total	$	27,517	$	29,820

(1)

Tax-backed includes $2,186 and $1,430 of Puerto Rico net par at September 30, 2014 and December 31, 2013, respectively. General obligation includes $250 and $0 of Puerto Rico net par at September 30, 2014 and December 31, 2013, respectively. Components of Puerto Rico net par outstanding includes capital appreciation bonds which are reported at the par amount at the time of issuance of the related insurance policy.


(2)	Includes $610 and $486 of military housing net par at September 30, 2014 and December 31, 2013, respectively.

The decrease in below investment grade exposures is primarily due to (i) reductions to residential mortgage-backed securities during the year as a result of both prepayments by issuers and claims presented to Ambac Assurance, (ii) issuer principal payments on student loans and (iii) improvements on a structured insurance transaction resulting in an upgrade to investment grade, partially offset by an increase due to deterioration in Puerto Rico and military housing exposures.

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RESULTS OF OPERATIONS

We followed the accounting prescribed by the Reorganizations Topic of the ASC while Ambac was in reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code. On April 30, 2013, Ambac executed a closing agreement with the United States Internal Revenue Service (the “IRS”) to conclude the settlement of a dispute (“IRS Settlement). On May 1, 2013, the Reorganization Plan became effective and Ambac emerged from bankruptcy. The IRS Settlement represented the final material contingency under the Reorganization Plan required for the adoption of fresh start financial statement reporting under the Reorganizations Topic of the ASC. As such, fresh start financial statement reporting ("Fresh Start") was adopted by the Company on April 30, 2013 (“Fresh Start Reporting Date”), incorporating, among other things, the discharge of debt obligations, issuance of new common stock, and fair value adjustments. Adopting Fresh Start resulted in a new reporting entity with no beginning retained earnings or accumulated deficit. The financial results of the Company for the periods from May 1, 2013 are referred to as “Successor Ambac” and the financial results for the periods through April 30, 2013 are referred to as “Predecessor Ambac.” The 2013 Successor Period and the 2013 Predecessor Period are distinct reporting periods. The effects of the reorganization and Fresh Start adjustments were recorded in Predecessor Ambac’s Consolidated Statement of Total Comprehensive Income on the Fresh Start Reporting Date. The effects of emergence and Fresh Start had a material impact on the comparability of our results of operations between these periods, as discussed below. The significant Fresh Start items that were recorded in the four months ended April 30, 2013 which impact comparability are as follows:

Investment Income: As required under Fresh Start, the amortized cost basis of Ambac’s fixed income securities were adjusted to fair value as of the Fresh Start Reporting Date. This resulted in an overall increase in the amortized cost of fixed income securities and offsetting decrease in Accumulated Other Comprehensive Income of $826.6 million. Premiums and discounts are amortized or accreted over the remaining term of the securities using the effective interest method. As a result of Fresh Start, the net unamortized discount in the portfolio decreased on the Fresh Start Reporting Date by the amount of the increase to amortized cost described above, which impacts the amount of premium amortization and discount accretion reflected in net investment income of Successor Ambac.

Interest Expense: As required under Fresh Start, surplus notes issued by Ambac Assurance and the Segregated Account and the related accrued interest on such notes were adjusted to fair value as of the Fresh Start Reporting Date. This resulted in an overall increase in the carrying value of debt and accrued interest by $767.9 million. Discounts to the face value of debt are accreted through interest expense based on the projected cash flows of the instruments using the effective interest method. As a result of Fresh Start, the unamortized discounts on surplus notes have decreased and the future cash flows have been re-projected, both of which impacts the amount of discount accretion recognized in interest expense for Successor Ambac.

Operating Expenses—Deferred Acquisition Costs: As required under Fresh Start, deferred acquisition costs have been written off as of the Fresh Start Reporting Date and accordingly amortization of such costs will not be reflected in Successor Ambac’s net income.

Insurance Intangible Amortization: At the Fresh Start Reporting Date, an insurance intangible asset was recorded which represented the difference between the fair value and aggregate carrying value of the financial guarantee insurance and reinsurance assets and liabilities. The carrying value of our financial guarantee insurance and reinsurance contracts will continue to be reported and measured in accordance with existing accounting policies; these line items primarily comprise premiums receivable, reinsurance recoverable on paid and unpaid losses, unearned premiums, deferred ceded premium, subrogation recoverable, loss and loss expense reserves, and ceded premiums payable. Subsequent to the Fresh Start Reporting Date, the insurance intangible asset shall be amortized into expense on a basis consistent with the satisfaction of financial guarantee insurance or reinsurance obligations.

Goodwill: Represents the excess of the reorganization value over the fair value of identified tangible and intangible assets of Successor Ambac. Goodwill will be assessed for impairment on an annual basis, and more frequently if certain indicators of impairment exist. Refer Note 2 and Note 3 of Ambac's Annual Report on Form 10-K for the year ended December 31, 2013 for a discussion on how goodwill was determined and for the factors that are considered in the impairment assessment process.

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A summary of our financial results is shown below:



	Period from July 1			Period from July 1
	through			through
Quarterly Information ($ in millions)	September 30, 2014			September 30, 2013
Revenues:
Net premiums earned	$	64.8		$	70.9
Net investment income	83.6			52.1
Net other-than-temporary impairment losses	(5.0		)	(38.0		)
Net realized investment gains (losses)	10.0			(10.3		)
Change in fair value of credit derivatives	7.4			31.2
Derivative product revenues	(15.7		)	12.4
Other income	1.0			(1.8		)
Income (loss) on variable interest entities	9.1			55.1
Expenses:
Loss and loss expenses (benefit)	(28.7		)	(154.3		)
Insurance intangible amortization	41.9			37.5
Underwriting and operating expenses	25.5			25.0
Interest expense	31.8			31.8
Reorganization items	—			—
Provision for income taxes	2.3			0.6
Less: Net income attributable to the noncontrolling interest	—			—
Net income (attributable to common shareholders)	$	82.4		$	231.0



	Successor Ambac						Predecessor Ambac
	Period from January 1			Period from May 1			Period from January 1
	through			through			through
Year-to-date information ($ in millions)	September 30, 2014			September 30, 2013			April 30, 2013
Revenues:
Net premiums earned	$	212.4		$	129.0		$	130.0
Net investment income	234.5			78.3			116.7
Net other-than-temporary impairment losses	(24.2		)	(40.0		)	(0.5		)
Net realized investment gains	29.4			8.2			53.3
Change in fair value of credit derivatives	13.6			82.4			(60.4		)
Derivative product revenues	(117.5		)	96.1			(33.7		)
Other income	8.2			0.4			8.4
Income (loss) on variable interest entities	(34.6		)	59.7			426.6
Expenses:
Loss and loss expenses (benefit)	6.6			(180.4		)	(38.1		)
Insurance intangible amortization	109.9			62.4			—
Underwriting and operating expenses	75.3			41.3			44.6
Interest expense	96.1			53.0			31.0
Reorganization items	0.2			0.4			(2,745.2		)
Provision for income taxes	3.4			1.1			0.8
Less: Net income attributable to the noncontrolling interest	(0.2		)	(0.4		)	(1.8		)
Net income (attributable to common shareholders)	$	30.5		$	436.7		$	3,349.0

The following paragraphs describe the consolidated results of operations of Ambac and subsidiaries for all periods in the three and nine months ended September 30, 2014 and 2013 and its financial condition as of September 30, 2014 and December 31, 2013.

Net Premiums Earned . Net premiums earned primarily represent the amortization into income of collected insurance premiums. We present accelerated premiums, which result from calls and other accelerations of insured obligations separate from other net premiums earned, herein referred to as normal net premiums earned. When an insured bond has been retired, any remaining

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unearned premium revenue ("UPR") is recognized at that time to the extent the financial guarantee contract is legally extinguished, causing accelerated premium revenue. For installment premium paying transactions, we offset the recognition of any remaining UPR by the reduction of the related premium receivable to zero (as it will not be collected as a result of the retirement), which may cause negative accelerated premium revenue. Normal net premiums earned have been negatively impacted by the runoff of the insured portfolio either via transaction terminations, calls, pre-refundings and scheduled maturities.

As noted above, as a result of Fresh Start, insurance and reinsurance assets and liabilities are measured using the same accounting policies for both Successor and Predecessor periods. Net premiums earned for the three and nine months ended September 30, 2014 were $64.8 million and $212.4 million, respectively, as compared to $70.9 million for the three months ended September 30, 2013, and a decrease of $46.6 million from the nine months ended September 30, 2013, respectively. Net premiums earned have been impacted by changes in premiums deemed uncollectible, primarily in Structured Finance. For the three months ended September 30, 2014 and 2013, net premiums earned related to the uncollectable amounts were reduced $(0.2) million and $13.3 million, respectively. For the nine months ended September 30, 2014, net premiums earned were reduced $0.6 million, an improvement of $13.3 million as compared the nine months ended September 30, 2013.

Normal net premiums earned and accelerated premiums are reconciled to total net premiums earned in the table below and are included in the Financial Guarantee segment. The following table provides a breakdown of net premiums earned by market:



	Period from July 1		Period from July 1
	through		through
($ in millions)	September 30, 2014		September 30, 2013
Public Finance	$	25.5	$	33.0
Structured Finance	10.4		(0.5		)
International Finance	19.7		18.7
Total normal premiums earned	55.6		51.2
Accelerated earnings	9.2		19.7
Total net premiums earned	$	64.8	$	70.9



	Successor Ambac				Predecessor Ambac
	Period from January 1		Period from May 1		Period from January 1
	through		through		through
($ in millions)	September 30, 2014		September 30, 2013		April 30, 2013
Public Finance	$	79.2	$	56.6	$	47.9
Structured Finance	31.7		8.3		20.3
International Finance	59.2		31.4		25.4
Total normal premiums earned	170.1		96.3		93.6
Accelerated earnings	42.3		32.7		36.4
Total net premiums earned	$	212.4	$	129.0	$	130.0

The following table provides a breakdown of accelerated earnings by market sector:



	Period from July 1			Period from July 1
	through			through
($ in millions)	September 30, 2014			September 30, 2013
Public Finance	$	9.7		$	16.3
Structured Finance	(0.7		)	1.5
International Finance	0.2			$	1.9
Total accelerated earnings	$	9.2		19.7

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	Successor Ambac					Predecessor Ambac
	Period from January 1			Period from May 1		Period from January 1
	through			through		through
($ in millions)	September 30, 2014			September 30, 2013		April 30, 2013
Public Finance	$	33.4		$	27.2	$	32.6
Structured Finance	(2.8		)	4.4		3.8
International Finance	11.7			1.1		—
Total accelerated earnings	$	42.3		$	32.7	$	36.4

Included within accelerated earnings, were negative accelerations of $1.7 million and $0.2 million for the three months ended September 30, 2014 and 2013, respectively. Negative accelerations for the nine months ended September 30, 2014, five months ended September 30, 2013 and four months ended April 30, 2013 were, $5.2 million, $1.4 million and $1.5 million, respectively.

Net Investment Income . As noted above, as a result of Fresh Start, the amount of premium amortization and discount accretion reflected in net investment income for Successor Ambac have been impacted by the resetting of the amortized cost basis for fixed income securities to fair value at the Fresh Start Reporting Date. Fresh Start adjustments increased the overall amortized cost basis and decreased the effective yield of the portfolio for Successor Ambac. The following table provides details of net investment income by segment for the periods presented:



	Period from July 1		Period from July 1
	through		through
($ in millions)	September 30, 2014		September 30, 2013
Financial Guarantee	$	83.0	$	51.6
Financial Services	0.2		0.5
Corporate	0.4		—
Total net investment income	$	83.6	$	52.1



	Successor Ambac				Predecessor Ambac
	Period from January 1		Period from May 1		Period from January 1
	through		through		through
($ in millions)	September 30, 2014		September 30, 2013		April 30, 2013
Financial Guarantee	$	233.0	$	77.7	$	115.1
Financial Services	1.0		0.6		1.6
Corporate	0.5		—		—
Total net investment income	$	234.5	$	78.3	$	116.7

Portfolio yields for Predecessor Ambac in 2013 benefited from high yielding Ambac-wrapped securities purchased as part of the company’s loss remediation strategy during periods of generally higher market spreads than were prevalent at the Fresh Start Reporting Date. Given lower credit spreads on these securities at the Fresh Start Reporting Date, yields on Ambac-wrapped securities reflected in investment income for Successor Ambac in 2013 and 2014 are lower than for Predecessor Ambac.

Financial Guarantee net investment income was $83.0 million and $233.0 million for the three and nine months ended September 30, 2014, respectively, compared to $51.6 million from the three months ended September 30, 2013, and an increase of $40.2 million from the nine months ended September 30, 2013. The increase in Financial Guarantee net investment income for the three months ended September 30, 2014 primarily reflects the continued investment in Ambac-wrapped securities as well as increased yields on such holdings resulting from the impact of the amended Segregated Account Rehabilitation Plan on projected cash flows. These same factors drove the increase in Financial Guarantee net investment income for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013, partially offset by the impact of higher yields for the first four months of 2013 preceding the Fresh Start Reporting Date. Additionally, other invested assets classified as trading produced mark-to-market gains of $5.5 million in the nine months ended September 30, 2014, an increase of $7.8 million from the nine months ended September 30, 2013.

Financial Services investment income continues to decline, driven primarily by a smaller portfolio of investments in the investment agreement business. The investment portfolio continues to decrease as investment agreements runoff, or when intercompany loans from Ambac Assurance are repaid.

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Corporate investment income relates to Ambac’s investment portfolio, which increased in the three and nine months ended September 30, 2014 as a result of the equity interest in unconsolidated subsidiaries and the investment of proceeds from Ambac's sale of Junior Surplus Notes of the Segregated Account in August 2014.

Net Other-Than-Temporary Impairment Losses. Net other-than-temporary impairment losses recorded in earnings include only credit related impairment amounts to the extent management does not intend to sell and it is not more likely than not that the Company will be required to sell before recovery of the amortized cost basis. Non-credit related impairment amounts are recorded in other comprehensive income. Alternatively, non-credit related impairment is reported through earnings as part of net other-than-temporary impairment losses if management intends to sell securities or it is more likely than not that the Company will be required to sell before recovery of amortized cost less any current period credit impairment.

Net other-than-temporary impairments for the three and nine month periods ended September 30, 2014 and 2013 relate primarily to the company’s intent to sell certain securities that were in an unrealized loss position. Additionally, other-than-temporary impairments for the three and nine months ended September 30, 2014 include credit losses on certain Ambac-wrapped securities. Since commencement of the Segregated Account Rehabilitation Proceedings, changes in the estimated timing of claim payments have resulted in adverse changes in projected cash flows on certain impaired Ambac-wrapped securities. Ambac estimates the timing of such claim payment receipts, but the actual timing of such payments are at the sole discretion of the Rehabilitator. Refer to Note 1 to the Unaudited Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for information relating to the amended Segregated Account Rehabilitation Plan and payments to be made on Deferred Amounts, together with interest thereon, as well as early redemptions of a portion of outstanding surplus notes (including accrued and unpaid interest thereon). Our evaluation of other-than-temporary impairments as of September 30, 2014, particularly with respect to Ambac's intent to sell securities that are in an unrealized loss position, considered the impact of increased cash outflow in 2014 from both payments on Deferred Amounts and surplus note redemptions. Declines in the fair value of investment securities or changes in management's intent to sell securities to fund these increased cash payments could result in future recognition of other-than-temporary impairments. Additionally, further modifications to the Segregated Account Rehabilitation Plan or to the rules and guidelines promulgated thereunder, orders from the Rehabilitation Court, or actions by the Rehabilitator, with respect to the form, amount and timing of satisfying permitted policy claims, or making payments on Deferred Amounts or surplus notes, may have a material effect on the fair value of Ambac-wrapped securities and future recognition of other-than-temporary impairments.

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Net Realized Investment Gains . The following table provides a breakdown of net realized gains (losses) for the periods presented:



($ in millions)	Financial Guarantee			Financial Services		Corporate		Total
Successor Ambac - Period from July 1 through September 30, 2014
Net gains on securities sold or called	$	3.6		$	0.1	$	—	$	3.7
Foreign exchange gains	6.3			—		—		6.3
Total net realized gains	$	9.9		$	0.1	$	—	$	10.0

Successor Ambac—Period from July 1 through September 30, 2013
Net (losses) gains on securities sold or called	$	(4.6	)	$	1.3	$	—	$	(3.3	)
Foreign exchange (losses)	(7.0		)	—		—		(7.0		)
Total net realized (losses) gains	$	(11.6	)	$	1.3	$	—	$	(10.3	)

Successor Ambac—Period from January 1 through September 30, 2014
Net gains on securities sold or called	$	29.4		$	0.2	$	—	$	29.6
Foreign exchange (losses)	(0.2		)	—		—		(0.2		)
Total net realized gains	$	29.2		$	0.2	$	—	$	29.4

Successor Ambac—Period from May 1 through September 30, 2013
Net gains on securities sold or called	$	10.3		$	1.4	$	—	$	11.7
Foreign exchange (losses)	(3.5		)	—		—		(3.5		)
Total net realized gains	$	6.8		$	1.4	$	—	$	8.2

Predecessor Ambac—Period from January 1 through April 30, 2013
Net gains on securities sold or called	$	7.2		$	39.9	$	—	$	47.1
Foreign exchange gains	6.2			—		—		6.2
Total net realized gains	$	13.4		$	39.9	$	—	$	53.3

Net gains during the nine months ended September 30, 2014 arose primarily from the sale of assets received pursuant to Ambac's remediation activities and net gains on securities sold in connection with the reallocation of the investment portfolio and to raise liquidity for the anticipated payment of Deferred Amounts and surplus notes in the fourth quarter of 2014, partially offset by net foreign exchange losses. The net gains during the four months ended April 30, 2013 were primarily the result of recoveries from the settlement of litigation associated with investment securities that were written-off in 2002 and 2003. No significant future recoveries on these securities are expected.

Change in Fair Value of Credit Derivatives. The valuation of credit derivative liabilities is impacted by the market’s view of Ambac Assurance’s credit quality. We reflect Ambac’s own credit quality in the fair value of such liabilities by including a credit valuation adjustment (“CVA”) in the determination of fair value. The gain from change in fair value of credit derivatives for the three months ended September 30, 2014 was $7.4 million as compared to the gain of $31.2 million for the three months ended September 30, 2013. The gain from change in fair value of credit derivatives for the nine months ended September 30, 2014 was $13.6 million, a decrease of $8.5 million as compared to the nine months ended September 30, 2013. The change in fair value of credit derivatives for each of the periods presented included improvements in reference obligation prices, gains associated with runoff of the portfolio and credit derivative fees earned, partially offset by the impact of incorporating Ambac's CVA. The CVA changes each period are based on observed changes in the fair value of Ambac Assurance’s direct and guaranteed obligations. Reductions to the CVA resulted in losses within the overall change in fair value of credit derivative liabilities of $0.2 million and $23.0 million for the three and nine months ended September 30, 2014, respectively, compared to $3.4 million, $18.0 million and $160.9 million for the three months ended September 30, 2013, five months ended September 30, 2013 and four months ended April 30, 2013, respectively.

Realized gains and other settlements on credit derivative contracts represent fees received and accrued on such contracts. Realized gains and other settlements were $0.6 million and $1.6 million for the three months ended September 30, 2014 and 2013, respectively. Realized gains and other settlements were $2.1 million for the nine months ended September 30, 2014, a decrease of $9.0 million from the nine months ended September 30, 2013. The declines over time are due to reduced fee receipts resulting

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from continued runoff of the credit derivative portfolio and the impact of $4.7 million of fees received in connection with transaction terminations in the nine months ended September 30, 2013. There were no loss or settlement payments in the periods presented.

Unrealized gains (losses) on credit derivative contracts reflect the impact of all other factors on the overall change in fair value of credit derivatives noted above. See Note 7 to the Unaudited Consolidated Financial Statements located in Part I, Item 1 of this Form 10-Q for a further description of Ambac’s methodology for determining the fair value of credit derivatives. The table below indicates the impact of incorporating Ambac’s own credit risk into the fair value of credit derivatives as of June 30, 2014 and December 31, 2013:



($ in millions)	September 30, 2014			December 31, 2013
Mark-to-market liability of credit derivatives, excluding CVA	$	98.8		$	133.3
CVA on credit derivatives	(16.0		)	(39.0		)
Net credit derivative liability at fair value	$	82.8		$	94.3

Derivative Product Revenues. The derivative products portfolio is positioned to benefit from rising rates as an economic hedge against interest rate exposure in the financial guarantee portfolio. Net losses reported in derivative product revenues for the three and nine months ended September 30, 2014 were ($15.7) million and ($117.5) million, reflecting declines of $28.1 million and $179.9 million as compared to the net gains for the three and nine months ended September 30, 2013. Results in derivative product revenues were primarily driven by mark-to-market (losses) gains in the portfolio caused by (falling) rising interest rates during the periods, net of the impact of credit valuation adjustments as discussed below.

The fair value of derivatives includes a valuation adjustment to reflect Ambac’s own credit risk when appropriate. Within the financial services derivatives portfolio, an Ambac CVA is generally applicable for uncollateralized derivative liabilities that may not be offset by derivative assets under a master netting agreement. Inclusion of an Ambac CVA in the valuation of financial services derivatives resulted in gains (losses) within derivative products revenues of $4.6 million and $0.01 million for the three and nine months ended September 30, 2014, respectively. Inclusion of an Ambac CVA in the valuation of financial services derivatives resulted in gains (losses) within derivative products revenues of $(1.1) million, $(31.6) million and $(26.7) million for the three months ended September 30, 2013, five months ended September 30, 2013 and four months ended April 30, 2013, respectively. The impact of changes to the CVA reflects the market’s view of Ambac Assurance’s credit quality as well as the amount of underlying liabilities, which generally decline as interest rates increase. The market's view of Ambac Assurance's credit quality generally improved during 2013 and 2014. The table below indicates the impact of incorporating Ambac’s own credit risk into the fair value of the derivative products portfolio (excludes credit derivatives) as of September 30, 2014 and December 31, 2013:



($ in millions)	September 30, 2014			December 31, 2013
Derivative products mark-to-market liability, excluding CVA	$	222.8		$	130.3
CVA on derivative products portfolio	(48.5		)	(48.4		)
Net derivative products portfolio liability at fair value	$	174.3		$	81.9

Other Income . Other income is primarily comprised of deal structuring, commitment, consent and waiver fees in addition to foreign exchange gains and losses unrelated to investments or loss reserves. Other income (loss) for the three months ended September 30, 2014 and September 30, 2013 was $1.0 million and ($1.8) million, respectively. Other income for the three months ended September 30, 2014 primarily resulted from deal related fees offset by foreign exchange losses. Other income for the three months ended September 30, 2013 primarily resulted from foreign exchange losses offset by deal related fees. Other income for the nine months ended September 30, 2014 was $8.2 million, a decrease of $0.6 million compared to the nine months ended September 30, 2013.

Income (loss) on Variable Interest Entities . Included within Income (loss) on variable interest entities are income statement amounts relating to VIEs consolidated under the Consolidation Topic of the ASC, including gains or losses attributable to consolidating or deconsolidating VIEs during the periods reported. Generally, the Company’s consolidated VIEs are entities for which Ambac has provided financial guarantees on its assets or liabilities. In consolidation, most assets and liabilities of the VIEs are reported at fair value and the related insurance assets and liabilities are eliminated. However, the amount of VIE net assets (liabilities) that remain in consolidation generally result from the net positive (negative) present value of projected cash flows from (to) the VIEs which are attributable to Ambac’s insurance subsidiaries in the form of financial guarantee insurance premiums, fees and losses. In the case of 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

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under the Financial Services—Insurance Topic of the ASC and the carrying value of the consolidated VIE’s net assets or liabilities are recorded through income at the time of consolidation or deconsolidation.

Income (loss) on variable interest entities was $9.1 million and $55.1 million for the three months ended September 30, 2014 and 2013, respectively. Income (loss) on variable interest entities was ($34.6) million for the nine months ended September 30, 2014, a decrease of $520.8 million from the nine months ended September 30, 2013. Income on variable interest entities for the three months ended September 30, 2014 is primarily attributable to accretion of the present value discount of net VIE assets into income. The loss on variable interest entities for the nine months ended September 30, 2014 reflect decreases to the fair value of net assets primarily due to a decrease in the CVA applied to certain VIE note liabilities that include significant projected financial guarantee claims. Income on variable interest entities for the five months ended September 30, 2013 are also primarily the result of a decrease in the CVA applied to VIE liabilities that include significant projected financial guarantee claims. Income on variable interest entities for the four months ended April 30, 2013 includes the net income related to a newly consolidated VIE. Consolidation of this VIE resulted in a gain of $385.3 million, representing the difference between net assets of the VIE at fair value as of the consolidation date and the previous carrying value of Ambac’s net insurance liabilities associated with the VIE. The four months ended April 30, 2013 also included gains associated with longer estimated lives of certain transactions and the resultant increase in projected positive net cash flows from the VIEs to Ambac in the form of financial guarantee premiums. Refer to Note 3 to the Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for further information on the accounting for VIEs.

Losses and Loss Expenses. Losses and loss expenses are based upon estimates of the aggregate losses inherent in the non-derivative financial guarantee portfolio for insurance policies issued to beneficiaries, including unconsolidated VIEs. Additionally losses and loss expenses include interest on Deferred Amounts pursuant to the amended Segregated Account Rehabilitation Plan, which became effective June 12, 2014. The amendments to the Segregated Account Rehabilitation Plan primarily modified the mechanism for handling claims under the Segregated Account Rehabilitation Plan. Instead of the combination of cash payments and interest-bearing surplus notes originally contemplated by the Segregated Account Rehabilitation Plan, holders of permitted policy claims will, under the amended Segregated Account Rehabilitation Plan, receive an initial interim cash payment for a portion of such policy claim (“Interim Payment”), together with the right to receive a deferred payment equal to the balance of the unpaid policy claim (“Deferred Amount”). The amended Segregated Account Rehabilitation Plan requires that Deferred Amounts generally accrue and compound interest at an annual effective rate of 5.1%. In the case of permitted policy claims relating to transactions that pay monthly, interest will begin to accrue on Deferred Amounts from the first distribution date (under the transaction documents for the relevant bond) after the date on which the Interim Payment in respect of such permitted policy claim was made. For permitted policy claims relating to transactions that do not pay monthly, interest will begin to accrue on Deferred Amounts from the first Payment Date (as defined in the Segregated Account Rehabilitation Plan, as amended) to occur after the date on which the Interim Payment in respect of such permitted policy claim was made. Losses and loss expenses for the nine months ended September 30, 2014 include interest accruals from the beginning of the accrual periods through September 30, 2014.

Losses and loss expenses for the three months ended September 30, 2014 were a benefit of $28.7 million, a reduction as compared to a benefit of $154.3 million for the three months ended September 30, 2013. Losses and loss expenses for the nine months ended September 30, 2014 were an expense of $6.6 million, a reduction of $225.1 million compared to the benefit for nine months ended September 30, 2013. The three and nine months ended September 30, 2014 includes $51.7 million and $359.8 million, respectively of interest expense on Deferred Amounts. The following provides details for losses and loss expenses (benefit) incurred for the periods presented:



	Period from July 1			Period from July 1
	through			through
($ in millions)	September 30, 2014			September 30, 2013
RMBS	$	20.4		$	(102.4	)
Student Loans	(11.4		)	(105.6		)
Domestic Public Finance	(21.6		)	44.5
Ambac UK	(45.9		)	(22.8		)
All other credits	(46.8		)	11.7
Interest on Deferred Amounts	51.7			—
Loss Expenses	24.9			20.3
Totals	$	(28.7	)	$	(154.3	)

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	Successor Ambac						Predecessor Ambac
	Period from January 1			Period from May 1			Period from January 1
	through			through			through
($ in millions)	September 30, 2014			September 30, 2013			April 30, 2013
RMBS	$	(317.1	)	$	(15.6	)	$	(241.1	)
Student Loans	(65.6		)	(125.2		)	35.4
Domestic Public Finance	78.3			34.1			45.6
Ambac UK	(29.8		)	(88.1		)	88.8
All other credits	(58.6		)	9.4			23.1
Interest on Deferred Amounts	359.8			—			—
Loss Expenses	39.6			5.0			10.1
Totals	$	6.6		$	(180.4	)	$	(38.1	)

The following table provides details of net claims recorded, net of reinsurance for the affected periods:



	Period from July 1			Period from July 1
	through			through
($ in millions)	September 30, 2014			September 30, 2013
Claims recorded ⁽¹⁾	$	86.1		$	189.3
Subrogation Received	(75.7		)	(78.1		)
Net Claims Recorded	$	10.4		$	111.2



	Successor Ambac						Predecessor Ambac
	Period from January 1			Period from May 1			Period from January 1
	through			through			through
($ in millions)	September 30, 2014			September 30, 2013			April 30, 2013
Claims recorded ⁽¹⁾	$	317.9		$	328.3		$	403.4
Subrogation Received	(315.0		)	(137.0		)	(160.4		)
Net Claims Recorded	$	2.9		$	191.3		$	243.0

(1)

Claims recorded include (i) claims paid and (ii) changes to claims presented and not yet presented through the balance sheet date for policies which were allocated to the Segregated Account. Item (ii) includes permitted policy claims for policies allocated to the Segregated Account that were presented and approved by the Rehabilitator of the Segregated Account but not paid through to the balance sheet date in accordance with the Segregated Account Rehabilitation Plan and associated rules and guidelines as discussed in Note 1 to the Consolidated Financial Statements in Part II, Item 8 of Ambac’s 2013 Form 10-K and in Note 1 to the Unconsolidated Financial Statements in Part I, Item 1 of this Form 10-Q. Amounts recorded for claims not yet presented and/or permitted are based on management’s judgment. Claims recorded does not include interest accrued on Deferred Amounts.

As of September 30, 2014 and December 31, 2013, respectively, $4,375.0 million and $3,904.3 million of Segregated Account claims, inclusive of accrued interest payable on Deferred Amounts of $359.8 and $0, respectively, remain unpaid.

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Underwriting and Operating Expenses. Underwriting and operating expenses consist of gross operating expenses plus reinsurance commissions and the amortization of previously deferred insurance acquisition costs. Reinsurance commissions and the amortization of previously deferred underwriting expenses are included in Financial Guarantee segment results. As noted above, all deferred acquisition costs were written off in Fresh Start and accordingly no amortization is reported in Successor Ambac. The following table provides details of underwriting and operating expenses for the periods presented:



	Period from July 1		Period from July 1
	through		through
($ in millions)	September 30, 2014		September 30, 2013
Gross Operating Expenses	$	25.0	$	24.3
Reinsurance commissions, net	0.5		0.7
Amortization of deferred acquisition costs	—		—
Total	$	25.5	$	25.0



	Successor Ambac				Predecessor Ambac
	Period from January 1		Period from May 1		Period from January 1
	through		through		through
($ in millions)	September 30, 2014		September 30, 2013		April 30, 2013
Gross Operating Expenses	$	73.9	$	40.0	$	37.8
Reinsurance commissions, net	1.4		1.3		0.3
Amortization of deferred acquisition costs	—		—		6.5
Total	$	75.3	$	41.3	$	44.6

Gross operating expenses for the three months ended September 30, 2014 and September 30, 2013 were $25.0 million and $24.3 million, respectively. Gross operating expenses for the nine months ended September 30, 2014 are $73.9 million, a decrease of $3.9 million from gross operating expenses for the nine months ended September 30, 2013. The decrease was primarily due to lower compensation, consulting, legal and insurance expenses, partially offset by higher premium taxes and director stock compensation costs.

As a consequence of the Segregated Account Rehabilitation Proceedings, the Rehabilitator retains operational control and decision-making authority with respect to all matters related to the Segregated Account, including the hiring of advisers. During the three months ended September 30, 2014 and September 30, 2013 expenses incurred in connection with legal and consulting services provided for the benefit of OCI amounted to $1.3 million and $2.3 million, respectively. Legal and consulting services provided for the benefit of OCI amounted to $5.0 million during the nine months ended September 30, 2014, a decrease of $2.1 million from the nine months ended September 30, 2013. Future expenses may include advisory costs for the benefit of OCI that are outside the control of Ambac’s management.

Interest Expense. Interest expense includes accrued interest on investment agreements, a secured borrowing transaction and surplus notes issued by Ambac Assurance and the Segregated Account. Additionally, interest expense includes discount accretion on surplus notes as their carrying value is at a discount to par. As described in Note 1 to the Unaudited Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q, junior surplus notes with a par value of $350.0 million originally issued to Ambac by Ambac Assurance were sold to a third party trust in August 2014. Subsequent to the sale, the junior surplus notes are reflected as debt on Ambac's balance sheet along with other surplus notes held by third parties.

As noted above, as a result of Fresh Start, the unamortized discounts on surplus notes have decreased by resetting the carrying value to fair value at the Fresh Start Reporting Date and future cash flows on the surplus notes have been re-projected. Both of these items have impacted the amount of discount accretion recognized in interest expense for Successor Ambac. Accretion of surplus note discounts (excluding the junior surplus notes sold in August 2014) included within overall interest expense was $9.6 million and $12.1 million for the three months ended September 30, 2014 and September 30, 2013, respectively. Accretion of surplus note discounts included within overall interest expense was $34.5 million for the nine months ended September 30, 2014, an increase of $8.9 million from the nine months ended September 30, 2013. Interest expense on the junior surplus notes sold in August 2014 was $1.9 million for the three and nine months ended September 30, 2014.

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The following table provides details by type of obligation for the periods presented:



	Period from July 1		Period from July 1
	through		through
($ in millions)	September 30, 2014		September 30, 2013
Interest expense:
Surplus notes	$	31.5	$	31.2
Investment agreements	0.3		0.5
Secured borrowing	—		0.1
Total	$	31.8	$	31.8



	Successor Ambac				Predecessor Ambac
	Period from January 1		Period from May 1		Period from January 1
	through		through		through
($ in millions)	September 30, 2014		September 30, 2013		April 30, 2013
Interest expense:
Surplus notes	$	94.9	$	51.9	$	29.5
Investment agreements	1.2		0.9		1.3
Secured borrowing	—		0.2		0.2
Total	$	96.1	$	53.0	$	31.0

Ambac Assurance and the Segregated Account have not paid any interest on surplus notes since their issuance. Surplus note interest payments require the approval of OCI. Annually from 2011 through 2014, OCI issued its disapproval of the requests of Ambac Assurance and the Rehabilitator of the Segregated Account, acting for and on behalf of the Segregated Account, to pay interest on outstanding surplus notes issued by Ambac and the Segregated Account on the annual scheduled interest payment date of June 7th. As a result of this disapproval, total unapproved interest for surplus notes outstanding to third parties (excluding junior surplus notes) was $277.7 million at the scheduled interest payment date of June 7, 2014. OCI has also not approved any payment on any junior surplus notes since their issuance.

The disapproved interest was accrued for and Ambac is accruing interest on the disapproved interest amounts following each scheduled interest payment date. As described in Note 1 to the Unaudited Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q, the Rehabilitator will redeem certain Segregated Account surplus notes (other than junior surplus notes) on November 20, 2014 at a redemption price that includes an amount equal to accrued interest on such redeemed surplus notes. Such redemption will also trigger similar proportionate redemption payments on Ambac Assurance's surplus notes. The redemption of surplus notes will result in a charge representing the accelerated recognition of the unamortized discount on the redeemed surplus notes. As of September 30, 2014, the unamortized discount on the portion of Segregated Account and General Account surplus notes expected to be redeemed is $75.5 million.

Reorganization Items. Reorganization items are primarily expenses directly attributed to our Chapter 11 reorganization process.

The following table presents reorganization fees for all periods presented:



	Period from July 1		Period from July 1
	through		through
($ in millions)	September 30, 2014		September 30, 2013
Reorganization items:
Professional advisory fees	$	—	$	—
Gain from cancellation and satisfaction of Predecessor Ambac debt	—		—
Fresh Start reporting adjustments	—		—
Total	$	—	$	—

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	Successor Ambac				Predecessor Ambac
	Period from January 1		Period from May 1		Period from January 1
	through		through		through
($ in millions)	September 30, 2014		September 30, 2013		April 30, 2013
Reorganization items:
Professional advisory fees	$	0.2	$	0.4	$	4.4
Gain from cancellation and satisfaction of Predecessor Ambac debt	—		—		(1,521.4		)
Fresh Start reporting adjustments	—		—		(1,228.2		)
Total	$	0.2	$	0.4	$	(2,745.2	)

Provision for Income Taxes . The provision for income taxes for the three months ended September 30, 2014 and September 30, 2013 was $2.3 million and $0.6 million , respectively. The provision for income taxes for the nine months ended September 30, 2014 increased by $1.6 million compared to the provision for income taxes reported for the five months ended September 30, 2013 of $1.1 million and $0.8 million for the four months ended April 30, 2013. For both periods, income tax expense includes a provision for pre-tax profits in Ambac UK’s Italian branch, which cannot be offset by losses in other jurisdictions. The income tax for the four months ended April 30, 2013 also includes a provision for New York State/New York City alternative minimum tax obligations.

At September 30, 2014 the Company had $5.3 billion of U.S. Federal net ordinary operating loss carryforwards, including $1.4 billion at Ambac Financial Group and $3.9 billion at Ambac Assurance.

Ambac Assurance Statutory Basis Financial Results

Ambac Assurance’s and the Segregated Account’s statutory financial statements are prepared on the basis of accounting practices prescribed or permitted by the OCI. OCI recognizes only statutory accounting practices prescribed or permitted by the State of Wisconsin (“SAP”) for determining and reporting the financial condition and results of operations of an insurance company for determining its solvency under Wisconsin Insurance Law. The National Association of Insurance Commissioners (“NAIC”) Accounting Practices and Procedures manual (“NAIC SAP”) has been adopted as a component of prescribed practices by the State of Wisconsin. OCI has prescribed or permitted additional accounting practices for Ambac Assurance and the Segregated Account which are described in Note 9 to the Consolidated Financial Statements in Part II, Item 8 of Ambac’s 2013 Form 10-K. As a result of the amended Segregated Account Rehabilitation Plan becoming effective on June 12, 2014, the previously disclosed OCI prescribed practice relating to other than temporarily impaired investment securities is no longer effective. Ambac has received a new prescribed practice from OCI with regard to the carrying value of investments in Ambac-insured securities with policies that were allocated to the Segregated Account. The new prescribed practice exempts Ambac Assurance from evaluating such investments for other than temporary impairments and requires all such investments be reported at amortized cost regardless of its NAIC risk designation. This accounting determination is intended to recognize that Ambac Assurance continues to maintain statutory loss reserves without adjustment for the economic effects of its ownership of the insured investment securities, improve transparency to the users of the statutory financial statements and to minimize operational risks. Refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in Ambac's 2013 Form 10-K for additional information on the significant differences between U.S. GAAP and SAP.

The total assets, total liabilities, and total surplus of the Segregated Account are reported as discrete components of Ambac Assurance’s assets, liabilities, and surplus within Ambac Assurance’s statutory basis financial statements. Accordingly, Ambac Assurance’s statutory financial statements include the results of Ambac Assurance’s general account and, to the extent allowable under a prescribed accounting practice by OCI, the Segregated Account. Pursuant to this prescribed practice, the results of the Segregated Account are not fully included in Ambac Assurance’s statutory financial statements if Ambac Assurance’s surplus is (or would be) less than $100 million (“Minimum Surplus Amount”). Please refer to Note 1 to the Consolidated Financial Statements in Part II, Item 8 of Ambac’s 2013 Form 10-K and Note 1 to the Unconsolidated Financial Statements in Part I, Item 1 of this Form 10-Q for additional information on the establishment of the Segregated Account as well as the operative documents between Ambac Assurance and the Segregated Account.

Ambac Assurance’s statutory policyholder surplus and qualified statutory capital (defined as the sum of policyholders surplus and mandatory contingency reserves) were $897.7 million and $1,030.1 million at September 30, 2014, respectively, as compared to $840.3 million and $905.1 million at December 31, 2013, respectively. The Segregated Account’s statutory policyholder surplus amount, which is included in Ambac Assurance’s policyholder surplus, was $441.7 million and $442.6 million as of September 30, 2014 and December 31, 2013, respectively. In the event that Ambac Assurance does not maintain surplus in excess of the Minimum Surplus Amount, the Segregated Account would experience a shortfall in funds available to pay its liabilities to the

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extent that such liabilities exceed amounts available under the Reinsurance Agreement and Cooperation Agreement (each as defined in Note 1 to the Unaudited Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q). Any such shortfall would be a consideration for the Rehabilitator in the determination of whether any changes to the Segregated Account Rehabilitation Plan and/or the amount of partial policy claim payments are necessary or appropriate or whether to institute general rehabilitation proceedings against Ambac Assurance.

Ambac Assurance’s decrease in policyholder surplus was primarily due to unrealized losses from its subsidiaries, the accrual of $359.8 million of interest on Deferred Amounts pursuant to the amended Segregated Account Rehabilitation Plan in addition to contributions to contingency reserves. Ambac Assurance's statutory net income for the nine months ended September 30, 2014 of $162.4 million was primarily due to positive loss development on RMBS policies, premium income and investment income recognized during 2014 partially offset by losses incurred related to the accrual of interest on Deferred Amounts.

Ambac Assurance’s statutory policyholder surplus includes $1,641.9 million of surplus notes and junior surplus notes issued to various parties. These surplus notes and junior surplus notes, as well as preferred stock issued by Ambac Assurance, are obligations of Ambac Assurance that must be satisfied prior to Ambac realizing residual value of its equity in Ambac Assurance.

Ambac Assurance’s statutory surplus is sensitive to multiple factors, including: (i) loss reserve development (inclusive of Segregated Account reserves and interest on Deferred Amounts), (ii) approval by OCI of principal and/or interest payments on existing surplus notes issued by Ambac Assurance or the Segregated Account, (iii) deterioration in the financial position of Ambac Assurance subsidiaries that have their obligations guaranteed by Ambac Assurance, (iv) first time payment defaults of insured obligations, which increases statutory loss reserves, (v) commutations of insurance policies or credit derivative contracts at amounts that differ from the amount of liabilities recorded, (vi) reinsurance contract terminations at amounts that differ from net assets recorded, (vii) changes to the fair value of investments carried at fair value, (viii) settlements of representation and warranty breach claims at amounts that differ from amounts recorded, including failures to collect such amounts, (ix) realized gains and losses, including losses arising from other than temporary impairments of investment securities, and (x) future changes to prescribed SAP practices by the OCI.

Ambac UK Financial Results under UK Accounting Principles

Ambac UK is required to prepare financial statements under the provisions of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 relating to insurance companies, and in accordance with the Statement of Recommended Practice on Accounting for Insurance Business issued by the Association of British Insurers dated December 2005 (as amended in December 2006) (collectively referred to as “UK GAAP”). Ambac UK is also required to prepare financial statements pursuant to the Accounts and Statements Rules set out in Part I and Part IV of Chapter 9 to IPRU(INS) the Interim Prudential Sourcebook for Insurers, GENPRU the General Prudential Sourcebook and INSPRU the Insurance Prudential Sourcebook (“the Rules”) made by the Prudential Regulatory Authority under section 138 of the Financial Services and Markets Act 2000 (“UK Regulatory”). Refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in Ambac's 2013 Form 10-K for additional information on the significant differences between these accounting bases and U.S. GAAP.

The deficit in Ambac UK’s shareholder funds under UK GAAP was £115.2 million at September 30, 2014 as compared to a deficit of £165.4 million at December 31, 2013. Ambac UK’s improvement in shareholders’ funds was primarily due to net income. Notwithstanding the deficit in shareholders’ funds, the directors remain satisfied that Ambac UK has adequate resources to meet its obligations as they fall due and that Ambac UK remains a going concern. At September 30, 2014, the carrying value of cash and investments was £322.1 million, an increase from £297.2 million at December 31, 2013. The increase in cash and investments is due to the continued receipt of premium income and investment coupons from Ambac UK's investment portfolio. The deficit in Ambac UK’s shareholder funds under UK Regulatory was £423.2 million at September 30, 2014 as compared to a deficit of £458.1 million at December 31, 2013, an improvement primarily due to net income offset by an increase in inadmissible assets. The deficit at September 30, 2014 and December 31, 2013 are in comparison to a regulatory capital requirement of £21.6 million for both periods whereby Ambac UK is deficient in terms of compliance with applicable regulatory capital requirements with a regulatory capital shortfall of £444.8 million and £479.7 million at September 30, 2014 and December 2013, respectively. The regulators are aware of this deficiency and dialogue between Ambac UK management and its regulators remains ongoing with respect to options for addressing the shortcoming, although such options remain few.

LIQUIDITY AND CAPITAL RESOURCES

Ambac Financial Group, Inc. Liquidity . Ambac’s liquidity is dependent on its current cash and investments, expense sharing and other arrangements with Ambac Assurance (as described below) and any value to be realized from the Owner Trust Certificate (as defined below). Pursuant to the Mediation Agreement, Amended TSA and Cost Allocation Agreement (as each such term is

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defined in Note 1 to the Consolidated Financial Statements in Part II, Item 8 of Ambac’s 2013 Form 10-K), Ambac Assurance is required, under certain circumstances, to make payments to Ambac with respect to the utilization of net operating loss carry-forwards (“NOLs”) and to reimburse certain costs and expenses. Any expected receipts with regard to the utilization of NOLs will only occur after Ambac Assurance utilizes NOLs generated after September 30, 2011, which amount to approximately $305.6 million and $270.3 million as of September 30, 2014 and December 31, 2013, respectively.

On August 28, 2014, Ambac sold $350.0 million face amount of junior surplus notes (the "Junior Surplus Notes") issued to it by the Segregated Account (as defined below), plus accrued but unpaid interest thereon, into a newly formed Trust in exchange for cash (net of fees) of $224.3 million and a subordinated owner trust certificate (the "Owner Trust Certificate") issued by the Trust in the face amount of $74.8 million . The Trust funded the cash portion of its purchase of the Junior Surplus Notes with proceeds of the private placement of $299.2 million face amount of Notes to third party investors ("Notes"), which amount equates to approximately 80% of par plus accrued and unpaid interest on the Junior Surplus Notes. The Notes have a final maturity of August 28, 2039. Interest on the Notes will accrue at 5.1% per annum and compound annually on June 7th of each year up to and including the maturity date. Payments on the Notes will be made when and to the extent that the Segregated Account makes payments on the Junior Surplus Notes. The Notes must be paid in full before any payments will be made on the Owner Trust Certificate. The Notes and Owner Trust Certificate are non-recourse to Ambac, Ambac Assurance Corporation and the Segregated Account, but will be collateralized by the Junior Surplus Notes. It is uncertain whether and to what extent Ambac will realize value from the Owner Trust Certificate.

It is highly unlikely that Ambac Assurance will be able to make dividend payments to Ambac for the foreseeable future and therefore the aforementioned payments will be Ambac’s principal source of funds in the near term. Refer to Part I, Item 1, “Insurance Regulatory Matters - Dividend Restrictions, Including Contractual Restrictions” and Note 9 to the Consolidated Financial Statements located in Part II, Item 8, of Ambac's 2013 Form 10-K for more information on dividend payment restrictions. The principal use of liquidity is the payment of operating expenses. Contingencies could cause material liquidity strains.

Ambac Assurance Liquidity . Ambac Assurance’s liquidity is dependent on the balance of liquid investments and, over time, the net impact of sources and uses of funds. The principal sources of Ambac Assurance’s liquidity are gross installment premiums on insurance and credit default swap contracts, principal and interest payments from investments, sales of investments, proceeds from repayment of affiliate loans, recoveries on claim payments and reinsurance recoveries. Termination of installment premium policies on an accelerated basis may adversely impact Ambac Assurance’s liquidity. The principal uses of Ambac Assurance’s liquidity are the payment of operating expenses, claim and commutation payments on both insurance and credit derivative contracts, ceded reinsurance premiums, surplus note principal and interest payments and additional loans to affiliates. 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 Ambac Assurance. The level of claims paid by the Segregated Account is subject to the sole discretion of the Rehabilitator, subject to any required approval of the Rehabilitation Court.

Ambac Assurance manages its liquidity risk by maintaining a comprehensive analysis of projected cash flows. Additionally, the financial guarantee business maintains a specified level of cash and short-term investments at all times.

Pursuant to the injunctions issued by the Rehabilitation Court, claims on policies allocated to the Segregated Account were not permitted to be paid during the Segregated Account Rehabilitation Proceedings until approved by the Rehabilitator. As further described in Note 1 to the Consolidated Financial Statements in Part II, Item 8 of Ambac's 2013 Form 10-K, on or about September 20, 2012, the Segregated Account was permitted to pay, and commenced paying, 25% of each permitted policy claim that arose since the commencement of the Segregated Account Rehabilitation Proceedings. As further described in Note 1 to the Unaudited Financial Statements in Part I, Item 1 of this Form 10-Q, the Segregated Account is, and was, obliged to make Interim Payments of 45% of each permitted policy claim to be paid on or after July 21, 2014 in accordance with the Segregated Account Rehabilitation Plan and associated rules and guidelines.

In addition, as described in Note 1 to the Consolidated Financial Statements in Part II, Item 8 of Ambac's 2013 Form 10-K and in Note 13 to the Unaudited Financial Statements in Part I, Item 1 of this Form 10-Q, the Rehabilitator has sought and received approval from the Rehabilitation Court to make Supplemental Payments and Special Policy Payments with respect to certain insured securities. During the three and nine months ended September 30, 2014, the Segregated Account made total cash payments of $69.4 million and $176.8 million, respectively, of which $27.8 million for the three months ended September 30, 2014 and $80.2 million for the nine months ended September 30, 2014 related to Supplemental Payments and Special Policy Payments in respect of permitted policy claims. Permitted policy claims, including Deferred Amounts together with interest thereon, will be material uses of future liquidity.

As described in Note 1, under the Segregated Account Rehabilitation Plan, as amended, surplus notes will not be issued with respect to the unpaid balance of permitted policy claims, and such unpaid balances (as adjusted from time to time pursuant to the

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amended Segregated Account Rehabilitation Plan) will instead be recorded by the Segregated Account as Deferred Amounts. The Deferred Amounts will accrue interest (i) in the case of permitted policy claims relating to transactions that pay monthly, from the first distribution date (under the transaction documents for the relevant bond) after the date on which the Interim Payment in respect of such permitted policy claim was made until such outstanding policy obligations are paid in full or (ii) for permitted policy claims relating to transactions that do not pay monthly, from the first Payment Date (as defined in the Segregated Account Rehabilitation Plan, as amended) to occur after the date on which the Interim Payment in respect of such permitted policy claim was made until such outstanding policy obligations are paid in full. Interest on the Deferred Amounts will accrue generally at an effective rate of 5.1%, compounded annually. In the case of insured bonds whose outstanding principal balance is not reduced by the unpaid portion of permitted policy claims (such bonds, “Undercollateralized Bonds”), the 5.1% effective annual interest rate on the Deferred Amount will be reduced by the bond interest rate applicable to such Undercollateralized Bonds. The Segregated Account is responsible for accrued interest of $359.8 million through September 30, 2014. Furthermore, as more fully described in Note 1, on December 22, 2014, the Rehabilitator will make equalizing payments of Deferred Amounts, together with interest thereon, and, on November 20, 2014 will early redeem a portion of the surplus notes (other than Junior Surplus Notes) issued by the Segregated Account, together with interest thereon, which will result in a proportionate redemption by Ambac Assurance of its surplus notes. The aggregate amount of equalizing payments for Deferred Amounts is estimated to be approximately $1,137.5 million. The early redemption of Segregated Account and Ambac Assurance surplus notes owned by third parties, including accrued interest, is estimated to be approximately $413.6 million in the aggregate.

In addition, as described in Note 1 to the Unaudited Financial Statements in Part 1, Item 1 of this Form 10-Q, the Segregated Account will establish Junior Deferred Amounts in respect of general claims, instead of issuing junior surplus notes as originally contemplated. Junior Deferred Amounts will generally accrue and compound interest at an annual effective rate of 5.1% and will be payable, as and when determined by the Rehabilitator, in his sole and absolute discretion. If approved by the Rehabilitator, payment of these Junior Deferred Amounts, together with interest thereon, will be a use of future liquidity. Ambac Assurance is limited in its ability to pay dividends pursuant to the terms of its Auction Market Preferred Shares (“AMPS”), which state that dividends may not be paid on the common stock of Ambac Assurance unless all accrued and unpaid dividends on the AMPS for the then current dividend period have been paid, provided that dividends on the common stock may be made at all times for the purpose of, and only in such amounts as are necessary for enabling Ambac (i) to service its indebtedness for borrowed money as such payments become due or (ii) to pay its operating expenses. If dividends are paid on the common stock for such purposes, dividends on the AMPS become cumulative until the date that all accumulated and unpaid dividends have been paid on the AMPS. Ambac Assurance has not paid dividends on the AMPS since 2010. Refer to Part I, Item 1, “Insurance Regulatory Matters - Dividend Restrictions, Including Contractual Restrictions” and Note 9 to the Consolidated Financial Statements located in Part II, Item 8, of Ambac's 2013 Form 10-K for more information on dividend payment restrictions.

Our ability to recover subrogation recoveries is subject to significant uncertainty, including risks inherent in litigation, collectability of such amounts from counterparties (and/or their respective parents and affiliates), timing of receipt of any such recoveries, regulatory intervention which could impede our ability to take actions required to realize such recoveries, and uncertainty inherent in the assumptions used in estimating such recoveries. The amount of these subrogation recoveries is significant and if we are unable to recover any amounts our future available liquidity to pay claims would be reduced materially. Ambac Assurance received subrogation recoveries of $76.1 million and $316.9 million during the three and nine months ended September 30, 2014, respectively.

A wholly-owned subsidiary of Ambac Assurance is a party to credit default swaps (“CDS”) with various commercial counterparties. Ambac Assurance guarantees its subsidiary’s payment obligations under such CDS. The terms of such CDS include events of default or termination events based on the occurrence of certain events, or the existence of certain circumstances, relating to the financial condition of Ambac Assurance, including the commencement of an insolvency, rehabilitation or like proceeding. If such an event of default or termination event were to occur, the CDS counterparties could claim the contractual right to terminate the CDS and require Ambac Assurance, as financial guarantor, to make termination payments. Ambac Assurance estimates that such potential termination payments amount to $147.3 million as of September 30, 2014. However, the Rehabilitation Court has issued an injunction barring the early termination of contracts based on the occurrence of events or the existence of circumstances like those described above. As a result, Ambac Assurance does not expect to make early termination payments in respect of CDS where such amounts are claimed based on the occurrence of events, or the existence of circumstances, relating to the financial condition of Ambac Assurance.

Financial Services Liquidity. The principal uses of liquidity by Financial Services subsidiaries are payments on investment agreement obligations, payments on intercompany loans, payments under derivative contracts (primarily interest rate swaps and US Treasury futures), collateral posting and operating expenses. Management believes that its Financial Services’ short and long-term liquidity needs can be funded from net investment coupon receipts; the maturity of invested assets; sales of invested assets; intercompany loans from Ambac Assurance; and receipts from derivative contracts.

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While meaningful progress has been made in unwinding the Financial Services businesses, multiple sources of risk continue to exist. These include deterioration in investment security market values, additional unexpected draws on outstanding investment agreements, potential swap terminations, the inability to replace or establish new hedge positions and interest rate volatility.

Investment agreements subject Ambac to liquidity risk associated with unanticipated withdrawals of principal as allowed by the terms of contingent withdrawal provisions within all remaining outstanding investment agreements. Investment agreements outstanding as of September 30, 2014 were issued in connection with either municipal bonds or structured credit-linked notes (“CLNs”). The investment agreements contain contingent withdrawal risk in the event of either an early redemption of the related bond issue or certain credit events pertaining to the underlying borrower. As of September 30, 2014, Ambac had $114.4 million of contingent withdrawal investment agreements related to CLNs and $47.1 million related to municipal bonds. The investment agreement business manages liquidity risk by closely matching the maturity schedules of its invested assets with the maturity schedules of its investment agreement liabilities. Additionally, management performs regular surveillance of the related transactions. This surveillance process is customized for each investment agreement transaction and includes a review of past activity, recently issued trustee reports, reference name performance characteristics and third party tools to analyze early withdrawal risk.

Liquidity risk also exists in the derivative and investment agreement portfolios due to contract provisions which may require collateral posting or early termination of contracts. Both the investment agreement and swap businesses borrow cash and securities from Ambac Assurance to meet liquidity needs when such borrowing is determined to be most economically beneficial to Ambac Assurance. Intercompany loans are made under established lending agreements with defined borrowing limits that have received non-disapproval from OCI.

Cash Flow Statement Discussion . Net cash provided by (used in) operating activities was $258.4 million , $84.3 million and $(0.7) million during the nine months ended September 30, 2014 , five months ended September 30, 2013 , the four months ended April 30, 2013 , respectively. The principal sources of Ambac's operating cash flows are gross installment premiums on insurance contracts and fees on credit default swap contracts, investment coupon receipts, claim and reinsurance recoveries and RMBS subrogation recoveries. The principal uses of Ambac's liquidity are the payment of operating expenses, claim and commutation payments on both insurance and credit derivative contracts, ceded reinsurance premiums and tax payments. During the nine months ended September 30, 2014 , Ambac had $67.1 million of loss and loss expense payments net of recoveries. Ambac had net loss and loss expense payments of $2.5 million in the five months ended September 30, 2013 and net loss and loss expense recoveries of $20.4 million in the four months ended April 30, 2013 . In connection with the Settlement Agreement with the IRS, Ambac paid $101.9 million to the US Treasury in April 2013.

Future operating cash flows will primarily be impacted by the level of premium collections, surplus note interest payments, (subject to approval by OCI) and claim payments (including the ultimate payment of Deferred Amounts and interest thereon), including payments under credit default swap contracts. Cash flows will be impacted by the expected payment, on December 22, 2014, for equalizing payments of Deferred Amounts and, on November 20, 2014, by the early redemption of a portion of the surplus notes (other than Junior Surplus Notes) issued by the Segregated Account and Ambac Assurance. Total net cash outflows associated with the payment of Deferred Amounts and the redemption of surplus notes specified above are expected to exceed $1.5 billion.

Net cash provided by (used) in financing activities was $24.3 million , $(12.1) million and $(5.5) million during the nine months ended September 30, 2014 , five months ended September 30, 2013 , the four months ended April 30, 2013 , respectively. Financing activities for the nine months ended September 30, 2014 included proceeds from the sale of Junior Surplus Notes of the Segregated Account of $224.3 million, partial offset by payments for investment agreement draws of $200.0 million. Financing activities for the five months ended September 30, 2013 and the four months ended April 30, 2013 included paydowns on a variable interest entity secured borrowing of $7.6 million and $5.5 million, respectively.

Net cash provided by (used) in investing activities was $(316.7) million , $(196.6) million and $115.3 million for the nine months ended September 30, 2014 , five months ended September 30, 2013 and the four months ended April 30, 2013 , respectively.

Credit Ratings and Collateral . Ambac Assurance is no longer rated by Moody’s and S&P, which resulted in the triggering of required cure provisions in nearly all of the investment agreements issued. In many cases, Ambac chose to terminate investment agreements, particularly when it was able to do so at levels that resulted in meaningful discounts to book value. At September 30, 2014 Ambac posted collateral of $158.3 million in connection with its outstanding investment agreements.

Ambac Financial Services, LLC (“AFS”) provided interest rate and currency swaps for states, municipalities, asset-backed issuers and other entities in connection with their financings. AFS hedges its interest rate risk of these instruments, as well as a portion of the interest rate risk in the financial guarantee portfolio, with standardized derivative contracts, including financial

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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, U.S. Treasury or U.S. government agency obligations with market values equal to or in excess of market values of the swaps and futures contracts. In most cases, AFS will look to re-establish hedge positions that are terminated early. This may result 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 $172.6 million, including independent amounts, under these contracts at September 30, 2014 .

Ambac Credit Products (“ACP”) entered into credit derivative contracts. ACP is not required to post collateral under any of its contracts.

BALANCE SHEET

Fresh start accounting prescribed by the Reorganizations Topic of the ASC was adopted upon our emergence from Chapter 11 proceedings following satisfaction of the final material contingency to emergence on April 30, 2013. As a result of the application of fresh start accounting, Successor Ambac remeasured all tangible and intangible assets and all liabilities, other than deferred taxes and liabilities associated with post-retirement benefits, at fair value, and recorded goodwill representing the excess of reorganization value of Successor Ambac over the fair value of net assets being re-measured. Thus, the post-emergence consolidated financial statements reflect the new basis of accounting.

Total assets decreased by approximately $502 million from December 31, 2013 to $26.6 billion at September 30, 2014 , primarily due to a reduction of VIE assets, and lower insurance intangible assets and premium receivables resulting from the runoff of the insured portfolio partially offset by an increase of the non-VIE investment portfolio. The fair value of the consolidated non-VIE investment portfolio was $7.1 billion and $6.5 billion at September 30, 2014 and December 31, 2013, respectively, inclusive of the proceeds from the sale of the Junior Surplus Notes. Total liabilities decreased by approximately $774 million from December 31, 2013 to $25.3 billion as of September 30, 2014 , primarily as a result of lower variable interest entity liabilities, lower unearned premium reserves and lower investment agreement liabilities partially offset by higher long-term debt related to the sale of the Junior Surplus Notes and derivative liabilities resulting from a decline in interest rates and a lower CVA.

As of September 30, 2014 total stockholders’ equity was $1,251 million , compared with total stockholders’ equity of $978 million at December 31, 2013 . This increase was primarily due comprehensive income earned during the period, which includes appreciation of non-VIE investment fair values and net income for the nine months ended September 30, 2014 .

Investment Portfolio . Ambac Assurance’s non-VIE investment objective is to achieve the highest after-tax yield on a diversified portfolio of primarily fixed income investments while employing asset/liability management practices to satisfy all operating and strategic liquidity needs. Ambac Assurance’s investment portfolio is subject to internal investment guidelines and is subject to limits on the types and quality of investments imposed by the insurance laws and regulations of the States of Wisconsin and New York. Such guidelines set forth minimum credit rating requirements and credit risk concentration limits. Within these guidelines, Ambac Assurance opportunistically purchases Ambac Assurance insured securities in the open market given their relative risk/reward characteristics. Ambac Assurance’s investment policies are also subject to oversight by the Rehabilitator of the Segregated Account pursuant to contracts entered into between Ambac Assurance and the Segregated Account. The Board of Directors of Ambac Assurance approves any changes and exceptions to Ambac Assurance's investment policy.

Ambac UK’s non-VIE investment policy is designed with the primary objective of ensuring that Ambac UK is able to meet its financial obligations as they fall due, in particular with respect to policyholder claims. Ambac UK’s investment portfolio is primarily fixed income investments and pooled investment funds with diversified holdings. The portfolio is subject to internal investment guidelines and may be subject to limits on types and quality of investments imposed by the PRA as regulator of Ambac UK. Ambac UK’s investment policy sets forth minimum credit rating requirements and concentration limits, among other restrictions. The Board of Directors of Ambac UK approves any changes or exceptions to Ambac UK’s investment policy.

The Financial Services non-VIE investment portfolio consists primarily of assets funded with proceeds from the issuance of investment agreement liabilities. The primary investment objective is to invest in a diversified portfolio of high-grade securities that produce sufficient cash flow to satisfy all investment agreement liabilities and their collateral requirements. The investment

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portfolio is subject to internal investment guidelines. Such guidelines set forth minimum credit rating requirements and credit risk concentration limits.

The following table summarizes the composition of Ambac’s investment portfolio, excluding VIE investments, at fair value by segment at September 30, 2014 and December 31, 2013 :



($ in millions)	Financial Guarantee			Financial Services			Corporate			Total
Successor Ambac—September 30, 2014:
Fixed income securities:
Municipal obligations ⁽¹⁾	$	939.4		$	—		$	—		$	939.4
Corporate obligations	1,805.7			—			—			1,805.7
Foreign obligations	125.1			—			—			125.1
U.S. government obligations	33.8			44.3			—			78.1
U.S. agency obligations	29.9			—			—			29.9
Residential mortgage-backed securities ⁽²⁾	1,824.5			—			—			1,824.5
Collateralized debt obligations	25.9			—			20.1			46.0
Other asset-backed securities	1,050.8			109.2			147.5			1,307.5
	5,835.1			153.5			167.6			6,156.2
Short-term ⁽¹⁾	437.1			6.3			107.5			550.9
Other investments	270.9			—			20.0			290.9
	6,543.1			159.8			295.1			6,998.0
Fixed income securities pledged as collateral:
U.S. government obligations	64.0			—			—			64.0
	64.0			—			—			64.0
Total investments	$	6,607.1		$	159.8		$	295.1		$	7,062.0
Percent total	93.5		%	2.3		%	4.2		%	100		%



($ in millions)	Financial Guarantee			Financial Services			Corporate			Total
Successor Ambac—December 31, 2013:
Fixed income securities:
Municipal obligations ⁽¹⁾	$	1,377.7		$	—		$	—		$	1,377.7
Corporate obligations	1,489.4			—			—			1,489.4
Foreign obligations	124.9			—			—			124.9
U.S. government obligations	89.1			37.2			—			126.3
U.S. agency obligations	32.1			—			—			32.1
Residential mortgage-backed securities ⁽²⁾	1,547.8			10.8			—			1,558.6
Collateralized debt obligations	176.2			7.7			—			183.9
Other asset-backed securities	649.9			314.4			28.1			992.4
	5,487.1			370.1			28.1			5,885.3
Short-term ⁽¹⁾	262.3			—			8.8			271.1
Other investments	241.1			—			—			241.1
	5,990.5			370.1			36.9			6,397.5
Fixed income securities pledged as collateral:
U.S. government obligations	126.2			—			—			126.2
	126.2			—			—			126.2
Total investments	$	6,116.7		$	370.1		$	36.9		$	6,523.7
Percent total	93.7		%	5.7		%	0.6		%	100.0		%


(1)	Includes taxable and tax exempt securities.


(2)	Includes RMBS insured by Ambac Assurance.

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The following table represents the fair value of mortgage and asset-backed securities at September 30, 2014 and December 31, 2013 by classification:



($ in millions)	Financial Guarantee		Financial Services		Corporate		Total
Successor Ambac—September 30, 2014:
Residential mortgage-backed securities:
RMBS—Second Lien	$	868.6	$	—	$	—	$	868.6
RMBS—First-lien—Alt-A	582.4		—		—		582.4
RMBS—First Lien—Sub Prime	337.2		—		—		337.2
U.S. Government Sponsored Enterprise	35.3		—		—		35.3
Government National Mortgage Association	1.0		—		—		1.0
RMBS—First-lien—Prime	—		—		—		—
Total residential mortgage-backed securities	1,824.5		—		—		1,824.5
Other asset-backed securities
Military Housing	228.0		—		—		228.0
Auto	268.1		4.5		68.6		341.2
Credit Cards	109.8		104.7		58.5		273.0
Student Loans	222.9		—		—		222.9
Structured Insurance	51.4		—		—		51.4
Other	170.6		—		20.4		191.0
Total other asset-backed securities	1,050.8		109.2		147.5		1,307.5
Total	$	2,875.3	$	109.2	$	147.5	$	3,132.0

Successor Ambac—December 31, 2013:
Residential mortgage-backed securities:
RMBS—Second Lien	$	698.4	$	—	$	—	$	698.4
RMBS—First-lien—Alt-A	512.7		—		—		512.7
RMBS—First Lien—Sub Prime	291.8		—		—		291.8
U.S. Government Sponsored Enterprise	42.9		10.8		—		53.7
Government National Mortgage Association	1.3		—		—		1.3
RMBS—First Lien—Prime	0.7		—		—		0.7
Total residential mortgage-backed securities	1,547.8		10.8		—		1,558.6
Other asset-backed securities
Military Housing	344.1		—		—		344.1
Auto	122.5		79.1		17.8		219.4
Credit Cards	20.7		235.3		8.0		264.0
Student Loans	14.0		—		—		14.0
Structured Insurance	50.9		—		—		50.9
Other	97.7		—		2.3		100.0
Total other asset-backed securities	649.9		314.4		28.1		992.4
Total	$	2,197.7	$	325.2	$	28.1	$	2,551.0

The weighted average rating, which is based on the lower of Standard & Poor’s or Moody’s ratings, of the mortgage and asset-backed securities is CCC- and BB+ as of September 30, 2014 , and CCC- and BBB+ as of December 31, 2013 , respectively.

Ambac’s fixed income portfolio includes securities covered by guarantees issued by Ambac Assurance 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) because the insurance cannot be legally separated from the underlying security by the insurer. In the event these underlying ratings are not available from the rating agencies, Ambac will assign an internal rating. Refer to Note 8 to the Unaudited Financial Statements included in Part 1, Item 1 of this Form 10-Q for further details on securities insured by Ambac Assurance.

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The following table provides the ratings distribution of the fixed income investment portfolio based on market value at September 30, 2014 and December 31, 2013 by segment:

Rating ⁽¹⁾ :



	Financial Guarantee ⁽²⁾		Financial Services		Corporate		Combined
Successor Ambac—September 30, 2014:
AAA	21	%	100	%	100	%	26	%
AA	16		—		—		15
A	15		—		—		14
BBB	12		—		—		11
Below investment grade	32		—		—		30
Not rated	4		—		—		4
	100	%	100	%	100	%	100	%

Successor Ambac—December 31, 2013:
AAA	12	%	87	%	100	%	16	%
AA	24		13		—		23
A	19		—		—		18
BBB	14		—		—		13
Below investment grade	26		—		—		25
Not rated	5		—		—		5
	100	%	100	%	100	%	100	%


(1)	Ratings are based on the lower of Moody’s or S&P ratings. If guaranteed, rating represents the higher of the underlying or guarantor’s financial strength rating.


(2)	Below investment grade Ambac Assurance insured bonds represent 29% and 21% of the 2014 and 2013 Financial Guarantee portfolio, respectively.

The increase in the percentage of below investment grade holdings since December 31, 2013 is driven by additional purchases of and increased prices on Ambac Assurance insured bonds.

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The following table summarizes, for all available-for-sale securities in an unrealized loss position as of September 30, 2014 and December 31, 2013 , the aggregate fair value and gross unrealized loss by length of time those securities have been continuously in an unrealized loss position:



	September 30, 2014				December 31, 2013 ⁽²⁾
($ in millions)	Estimated Fair Value ⁽¹⁾		Gross Unrealized Losses		Estimated Fair Value ⁽¹⁾		Gross Unrealized Losses
Municipal obligations in continuous unrealized loss for:
Less than 12 months	$	67.3	$	1.4	$	437.7	$	28.4
Greater than 12 months	155.4		8.0		—		—
	222.7		9.4		437.7		28.4
Corporate obligations in continuous unrealized loss for:
Less than 12 months	474.9		3.4		877.4		23.9
Greater than 12 months	209.9		6.1		—		—
	684.8		9.5		877.4		23.9
Foreign government obligations in continuous unrealized loss for:
Less than 12 months	32.6		1.1		117.9		6.9
Greater than 12 months	38.1		1.5		—		—
	70.7		2.6		117.9		6.9
U.S. government obligations in continuous unrealized loss for:
Less than 12 months	73.3		0.6		70.0		2.2
Greater than 12 months	14.7		0.6		—		—
	88.0		1.2		70.0		2.2
U.S. agency obligations in continuous unrealized loss for:
Less than 12 months	—		—		5.8		0.1
Greater than 12 months	4.4		—		—		—
	4.4		—		5.8		0.1
Residential mortgage-backed securities in continuous unrealized loss for:
Less than 12 months	200.9		8.5		644.5		18.1
Greater than 12 months	3.4		0.1		—		—
	204.3		8.6		644.5		18.1
Collateralized debt obligations in continuous unrealized loss for:
Less than 12 months	5.4		0.1		137.7		0.4
Greater than 12 months	—		—		—		—
	5.4		0.1		137.7		0.4
Other asset-backed securities in continuous unrealized loss for:
Less than 12 months	169.7		0.1		630.0		36.6
Greater than 12 months	—		—		—		—
	169.7		0.1		630.0		36.6
Short term securities in continuous unrealized loss for:
Less than 12 months	1.4		—		—		—
Greater than 12 months	—		—		—		—
	1.4		—		—		—
Total	$	1,451.4	$	31.5	$	2,921.0	$	116.6


(1)	Since the table is presented in millions, securities with market values and unrealized losses that are less than $0.1 will be shown as zero.


(2)	As a result of the implementation of Fresh Start, amortized cost for available-for-sale securities was set to equal fair value on April 30, 2013. Accordingly, at December 31, 2013, Ambac does not have any gross unrealized losses that have been in a continuous unrealized loss position for greater than 12 months.

Management has determined that the unrealized losses on municipal and corporate obligations at September 30, 2014 are primarily driven by the increase in interest rates between the Fresh Start Reporting Date of April 30, 2013 and September 30, 2014 . Unrealized losses on residential mortgage-backed securities are primarily related to Ambac-wrapped securities due to discount accretion, which has exceeded the increase in fair value since April 30, 2013. Refer to Note 8 to the Unaudited Financial Statements included in Part 1, Item 1 of this Form 10-Q for further details on the analysis performed in Management's determination that the unrealized losses are temporary in nature.

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The following table summarizes amortized cost and fair value for all available-for-sale securities in an unrealized loss position as of September 30, 2014 and December 31, 2013, by contractual maturity date:



	September 30, 2014				December 31, 2013
($ in millions)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Municipal obligations:
Due in one year or less	$	—	$	—	$	—	$	—
Due after one year through five years	11.7		11.6		74.8		73.1
Due after five years through ten years	135.8		131.0		313.7		294.1
Due after ten years	84.6		80.1		77.6		70.5
	232.1		222.7		466.1		437.7
Corporate obligations:
Due in one year or less	8.0		7.9		25.5		25.5
Due after one year through five years	391.3		388.2		357.5		353.7
Due after five years through ten years	280.2		274.2		475.9		457.8
Due after ten years	14.8		14.5		42.4		40.4
	694.3		684.8		901.3		877.4
Foreign government obligations:
Due in one year or less	2.1		1.9		—		—
Due after one year through five years	27.2		26.4		51.7		50.4
Due after five years through ten years	43.0		41.4		67.6		62.8
Due after ten years	1.0		1.0		5.5		4.7
	73.3		70.7		124.8		117.9
U.S. government obligations:
Due in one year or less	3.5		3.4		0.4		0.4
Due after one year through five years	82.7		81.8		51.3		50.3
Due after five years through ten years	3.0		2.8		17.8		16.7
Due after ten years	—		—		2.7		2.6
	89.2		88.0		72.2		70.0
U.S. agency obligations:
Due in one year or less	—		—		1.3		1.3
Due after one year through five years	4.4		4.4		4.6		4.5
Due after five years through ten years	—		—		—		—
Due after ten years	—		—		—		—
	4.4		4.4		5.9		5.8
Residential mortgage-backed securities	212.9		204.3		662.6		644.5
Collateralized debt obligations	5.5		5.4		138.1		137.7
Other asset-backed securities	169.8		169.7		666.6		630.0
Short term securities	1.4		1.4		—		—
Total	$	1,482.9	$	1,451.4	$	3,037.6	$	2,921.0

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Reinsurance Recoverables . Ambac Assurance has reinsurance in place pursuant to surplus share treaty and facultative agreements. To minimize its exposure to losses from reinsurers, Ambac Assurance (i) monitors the financial condition of its reinsurers; (ii) is entitled to receive collateral from its reinsurance counterparties in certain reinsurance contracts; and (iii) has certain cancellation rights that can be exercised by Ambac Assurance in the event of rating agency downgrades of a reinsurer (among other events and circumstances). Ambac Assurance held letters of credit and collateral amounting to approximately $157.4 million from its reinsurers at September 30, 2014. As of September 30, 2014, the aggregate amount of insured par ceded by Ambac Assurance to reinsurers under reinsurance agreements was $16,323 million, with the largest reinsurer accounting for $14,597 million or 8.4% of gross par outstanding at September 30, 2014. The following table represents the percentage ceded to reinsurers and reinsurance recoverable at September 30, 2014 and the reinsurers’ rating levels as of November 5, 2014:



Reinsurers	Moody’s Rating	Moody’s Outlook	Percentage ceded Par		Net unsecured reinsurance recoverable (in thousands) ⁽¹⁾
Assured Guaranty Re Ltd	Baa1	Negative	89.4	%	$	31,301
Sompo Japan Insurance Inc.	A1	Stable	6.2	%	—
Assured Guaranty Corporation	A3	Negative	4.4	%	4,913
Total			100.0	%	$	36,214


(1)	Represents reinsurance recoverables on paid and unpaid losses and deferred ceded premiums, net of ceded premium payables due to reinsurers, letters of credit, and collateral posted for the benefit of Ambac Assurance.

Insurance Intangible Asset . At the Fresh Start Reporting Date, an insurance intangible asset was recorded which represented the difference between the fair value and aggregate carrying value of the financial guarantee insurance and reinsurance assets and liabilities. As of September 30, 2014 and December 31, 2013, the insurance intangible asset was $1,475 million and 1,598 million , respectively. The change in the intangible asset during the nine months ended September 30, 2014 was primarily due to amortization of $110 million. Accumulated amortization was equal to $209 million and $101 million at September 30, 2014 and December 31, 2013, respectively.

Goodwill . At the Fresh Start Reporting Date, goodwill of $515 million was recorded which represented the excess reorganization value which could not be attributed to the fair value of specific identified tangible and intangible assets. As of September 30, 2014 we concluded goodwill was not impaired and the asset remains at $515 million.

Derivative Liabilities. The valuation of derivative liabilities (credit derivatives and interest rate swaps) is impacted by the market’s view of Ambac Assurance’s credit quality. We reflect Ambac’s credit quality in the fair value of such liabilities by including a CVA in the determination of fair value, whereas a lower (higher) CVA, in isolation, would result in an increase (decrease) in the liability. Successor Ambac reduced its derivative liabilities by $64.5 million at September 30, 2014 and $87.4 million at December 31, 2013 to incorporate the market’s view of Ambac’s credit quality. The lower CVA as of September 30, 2014 is a function of (i) changes to the underlying derivative liabilities before considering Ambac's credit quality and (ii) the market’s view that Ambac’s credit quality improved during the nine months ended September 30, 2014.

Loss and Loss Expense Reserves . Losses and loss expenses are based upon estimates of the ultimate aggregate losses inherent in the financial guarantee portfolio for insurance policies issued to beneficiaries, including unconsolidated VIEs as of the reporting date. Additionally, loss and loss expense reserves include the unpaid portion of interest accrued on Deferred Amounts. The loss and loss expense reserves for financial guarantee insurance discussed herein relates only to Ambac’s non-derivative insurance business for insurance policies for which we do not consolidate the VIE. The evaluation process for determining the level of reserves is subject to certain estimates and judgments.

The loss and loss expense reserves, before reinsurance as of September 30, 2014 and December 31, 2013 were $5,514.2 million and $5,470.2 million, respectively. As of September 30, 2014 and December 31, 2013, respectively, $4,015.2 million and $3,904.3 million of Segregated Account claims remain unpaid, including unpaid accrued interest on Deferred Amounts of $359.8 million and $0, respectively.

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Loss and loss expense reserves are included in the Consolidated Balance Sheets as follows:



	September 30, 2014
	Unpaid Claims				Present Value of Expected Net Cash Flows					Unearned			Gross Loss and
($ in millions) Balance Sheet Line Item	Claims		Accrued Interest		Claims and Loss Expenses		Recoveries ⁽¹⁾			Premium Revenue			Loss Expense Reserves
Loss and loss expense reserves	$	3,319	$	290	$	4,324	$	(1,488	)	$	(442	)	$	6,003
Subrogation recoverable	696		70		139		(1,394		)	—			(489		)
Totals	$	4,015	$	360	$	4,463	$	(2,882	)	$	(442	)	$	5,514



	December 31, 2013
	Unpaid Claims				Present Value of Expected Net Cash Flows					Unearned			Gross Loss and
($ in millions) Balance Sheet Line Item	Claims		Accrued Interest		Claims and Loss Expenses		Recoveries ⁽¹⁾			Premium Revenue			Loss Expense Reserves
Loss and loss expense reserves	$	3,374	$	—	$	4,895	$	(1,798	)	$	(503	)	$	5,968
Subrogation recoverable	530		—		136		(1,164		)	—			(498		)
Totals	$	3,904	$	—	$	5,031	$	(2,962	)	$	(503	)	$	5,470


(1)	Present value of future recoveries include RMBS representation and warranty recoveries of $2,214 and $2,207 at September 30, 2014 and December 31, 2013, respectively.

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. We have observed that, with respect to certain bond types, it is reasonably possible that a material change in actual loss severities and defaults could occur over time. In the future, our experience may differ with respect to the types of guaranteed bonds affected or the magnitude of the effect. The bond types that have experienced significant claims and loss reserves are residential mortgage-backed securities (“RMBS”) and student loan securities. These two bond types represent 93% of our ever-to-date insurance claims recorded with RMBS comprising 90% of our ever-to-date claims payments.

The table below indicates gross par outstanding and the components of gross loss and loss expense reserves related to policies in Ambac’s loss reserves at September 30, 2014 and December 31, 2013:



	September 30, 2014
			Unpaid Claims				Present Value of Expected Net Cash Flows
($ in millions)	Gross par outstanding ⁽¹⁾		Claims		Accrued Interest		Claims and Loss Expenses		Recoveries			Unearned Premium Revenue			Gross Loss and Loss Expense Reserves ⁽¹⁾⁽²⁾
RMBS	$	10,437	$	3,996	$	359	$	1,897	$	(2,731	)	$	(39	)	$	3,482
Student Loans	2,006		—		—		996		(36		)	(55		)	905
Domestic Public Finance	4,974		19		1		551		(108		)	(74		)	389
Ambac UK	1,817		—		—		821		(7		)	(224		)	590
All other credits	1,226		—		—		86		—			(50		)	36
Loss expenses	—				—		112		—			—			112
Totals	$	20,460	$	4,015	$	360	$	4,463	$	(2,882	)	$	(442	)	$	5,514

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	December 31, 2013
			Unpaid Claims				Present Value of Expected Net Cash Flows
($ in millions)	Gross par outstanding ⁽¹⁾		Claims		Accrued Interest		Claims and Loss Expenses		Recoveries			Unearned Premium Revenue			Gross Loss and Loss Expense Reserves ⁽¹⁾⁽²⁾
RMBS	$	11,683	$	3,891	$	—	$	2,312	$	(2,821	)	$	(70	)	$	3,312
Student Loans	2,352		—		—		1,078		(37		)	(59		)	982
Domestic Public Finance	5,019		13		—		500		(97		)	(78		)	338
Ambac UK	1,844		—		—		882		(7		)	(242		)	633
All other credits	1,309		—		—		148		—			(54		)	94
Loss expenses	—		—		—		111		—			—			111
Totals	$	22,207	$	3,904	$	—	$	5,031	$	(2,962	)	$	(503	)	$	5,470


(1)	Ceded par outstanding and ceded loss and loss expense reserves at September 30, 2014 and December 31, 2013, are $999 and $106 and $901 and $122, respectively. Ceded loss and loss expense reserves are included in Reinsurance recoverable on paid and unpaid losses.


(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.

RMBS

Ambac insures RMBS transactions collateralized by first-lien mortgages. Ambac classifies its insured first-lien RMBS exposure principally into two broad credit risk classes: mid-prime (including Alt-A, interest only, and negative amortization) and sub-prime. Mid-prime loans were typically made to borrowers who had stronger credit profiles relative to sub-prime loans, but weaker than prime loans. Compared with mid-prime loans, sub-prime loans typically had higher loan-to-value ratios, reflecting the greater difficulty that sub-prime borrowers have in making down payments and the propensity of these borrowers to extract equity during refinancing.

Ambac has also insured RMBS transactions collateralized predominantly by second-lien mortgage loans such as closed-end seconds and home equity lines of credit. A second-lien mortgage loan is a type of loan in which the borrower uses the equity in their home as collateral and the second-lien loan is subordinate to the first-lien loan outstanding on the home. The borrower is obligated to make monthly payments on both their first and second-lien loans. If the borrower defaults on the payments due under these loans and the property is subsequently liquidated, the liquidation proceeds are first utilized to pay off the first-lien loan (as well as costs due the servicer) and any remaining funds are applied to pay off the second-lien loan. As a result of this subordinate position to the first-lien loan, second-lien loans carry a significantly higher severity in the event of a loss, typically at or above 100% in the current housing market.

RMBS Representation and Warranty Subrogation Recoveries

Ambac records as a component of its loss reserve estimate, subrogation recoveries related to securitized loans in RMBS transactions that breached certain representations and warranties described herein. 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 fraud or other misconduct in the origination process, and attesting to the compliance of loans with the prevailing underwriting policies. In such cases, the sponsor of the transaction is contractually obligated to repurchase, cure or substitute collateral for any loan that breaches the representations and warranties. Ambac or its counsel engaged consultants with significant mortgage underwriting experience to review the underwriting documentation for mortgage loans underlying certain insured RMBS transactions. Transactions which exhibited exceptionally poor performance were chosen for further examination of the underwriting documentation supporting the underlying loans. Factors which Ambac believes to be indicative of poor performance include (i) high levels of early payment defaults, (ii) significant number of loan liquidations or charge-offs and resulting high levels of losses, and (iii) rapid elimination of credit protections inherent in the transactions’ structures. Clause (ii), “loan liquidations,” refers to loans for which the servicer has liquidated the related collateral and the securitization has realized losses on the loan; “charge-offs” refers to loans which have been written off as uncollectible by the servicer, thereby generating no recoveries to the securitization, and may also refer to the unrecovered balance of liquidated loans. In either case, the servicer has taken actions to recover against the collateral, and the securitization has incurred losses to the extent such actions did not result in full repayment of the borrower’s obligations. Refer to Note 2 and Note 8 of the Consolidated Financial Statements included in Part II, Item 8 of Ambac's 2013 Form 10-K for more information regarding the estimation process for representation and warranty subrogation recoveries.

The table below distinguishes between RMBS credits for which we have not established a representation and warranty subrogation recovery and those for which we have, providing in both cases the gross par outstanding, gross loss and loss expense

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reserves before subrogation recoveries, subrogation recoveries, and gross loss and loss expense reserves net of subrogation for all RMBS exposures for which Ambac established reserves at September 30, 2014 and December 31, 2013:



	September 30, 2014
($ in millions)	Gross par outstanding		Gross loss and loss expense reserves before representation and warranty subrogation recoveries		Representation and warranty subrogation recoveries			Gross loss and loss expense reserves net of representation and warranty subrogation recoveries
Second-lien	$	1,938	$	546	$	—		$	546
First-lien Mid-prime	3,161		2,144		—			2,144
First-lien Sub-prime	1,251		156		—			156
Other	237		180		—			180
Total Credits Without Subrogation	6,587		3,026		—			3,026
Second-lien	2,082		1,212		(1,615		)	(403		)
First-lien Mid-prime	142		620		(150		)	470
First-lien Sub-prime	1,626		838		(449		)	389
Total Credits With Subrogation	3,850		2,670		(2,214		)	456
Total	$	10,437	$	5,696	$	(2,214	)	$	3,482

For policies which have estimated representation and warranty recoveries as of September 30, 2014, Ambac has estimated ultimate losses of $4,454 million, which includes paid claims, net of recoveries received, of $1,784 million and a discounted value of future expected claim payments of $2,670 million. Future expected claim payments include Deferred Amounts and accrued interest on Deferred Amounts of $1,857 million and $166 million, respectively.



	December 31, 2013
($ in millions)	Gross par outstanding		Gross loss and loss expense reserves before representation and warranty subrogation recoveries		Representation and warranty subrogation recoveries			Gross loss and loss expense reserves net of representation and warranty subrogation recoveries
Second-lien	$	2,127	$	502	$	—		$	502
First-lien-Mid-prime	2,590		1,523		—			1,523
First-lien-Sub-prime	1,386		181		—			181
Other	262		149		—			149
Total Credits Without Subrogation	6,365		2,355		—			2,355
Second-lien	2,408		1,291		(1,411		)	(120		)
First-lien Mid-prime	1,139		1,026		(430		)	596
First-lien Sub-prime	1,771		847		(366		)	481
Total Credits With Subrogation	5,318		3,164		(2,207		)	957
Total	$	11,683	$	5,519	$	(2,207	)	$	3,312

Student Loans

Our student loan portfolio consists of credits collateralized by (i) federally guaranteed loans under the Federal Family Education Loan Program (“FFELP”) and (ii) private student loans. Whereas FFELP loans are guaranteed for a minimum of 97% of defaulted principal and interest, private loans have no government guarantee and therefore are subject to credit risk. Default data has shown a significant deterioration in the performance of private student loans underlying many of our transactions. Additionally, due to the failure of the auction rate markets, and the subsequent downgrade of the Auction Rate Securities (“ARS”), the interest rates on our insured ARS have increased significantly to punitive levels pursuant to the auction rate transaction terms. The combined increase in defaults and the penalty rate on the ARS continue to erode the collateralization levels in many of the trusts we insure. Trusts which are currently under-collateralized will see an accelerated deterioration of parity over time as there is not enough excess spread from the assets to cover current obligations.

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Total student loan gross loss and loss expense reserves and related gross par outstanding on Ambac insured obligations were as follows:



	September 30, 2014				December 31, 2013
Issuer Type ($ in millions)	Gross Par Outstanding		Gross Loss and Loss Expense Reserves		Gross Par Outstanding		Gross Loss and Loss Expense Reserves
For-Profit Issuers	$	1,682	$	838	$	1,951	$	921
Not-For-Profit Issuers	324		67		401		61
Total	$	2,006	$	905	$	2,352	$	982

Collateral for the For-Profit Issuers consists of private loans which do not have any federal guarantee as to defaulted principal and interest. Collateral for the Not-For-Profit Issuers consists of both FFELP and private student loans. Approximately 14% of the collateral backing the Not-For-Profit Issuers consists of FFELP loans while the remaining 86% consists of private loans. Private loan defaults have been on the rise since the credit crisis in 2008 began. Elevated unemployment rates, combined with high student loan debt levels will put pressure on borrowers' ability to pay their loans.

Reasonably Possible Additional Net Cash Flows

Ambac’s management believes that the reserves for loss and loss expenses and unearned premium reserves are adequate to cover claims presented, but reserves for loss and loss expenses are based on estimates and there can be no assurance that the ultimate liability will not exceed such estimates. As discussed in Note 6 to the Unaudited Financial Statements in Part I, Item 1 of this Form 10-Q, reserves for loss and loss expenses include unpaid claims for insurance policies allocated to the Segregated Account. These unpaid claims are measured based on the estimated cost of settling the claims, which is principal plus accrued interest. The following reasonably possible additional net cash flows exclude changes to such amounts since they are unrelated to the likelihood of issuer default and potential recoveries and they will only be settled at the sole and absolute discretion of the Rehabilitator.

It is possible that our loss estimate assumptions for insurance policies discussed above could be understated. We have attempted to identify reasonably possible cash flows using more stressful assumptions. The reasonably possible net cash flows consider the highest stress scenario that was utilized in the development of our probability-weighted expected loss at September 30, 2014 and assumes an inability to execute commutation transactions with issuers and/or investors. Such stress scenarios are developed based on management’s view about all possible outcomes. In arriving at such view, management makes considerable judgments about the possibility of various future events. Such judgments may not conform to outcomes considered possible by others. Although we do not believe it is reasonably possible to have worst case outcomes in all cases, it is reasonably possible we could have worst case outcomes in some or even many cases. Similarly, it is also reasonably possible we will achieve better outcomes than our recorded probability weighted loss reserve.

RMBS

Changes to assumptions that could make our reserves under-estimated include deterioration in housing prices, poor servicing, the effects of a weakened economy marked by growing unemployment and wage pressures, and/or illiquidity of the mortgage market. Additionally, our actual subrogation recoveries could be significantly lower than our estimate of $2.2 billion, before reinsurance, as of September 30, 2014 if the sponsors of these transactions: (i) fail to honor their obligations to repurchase the mortgage loans, (ii) successfully dispute our breach findings, or (iii) no longer have the financial means to fully satisfy their obligations under the transaction documents.

In the case of both first and second-lien exposures, the reasonably possible stress case assumes a harsher HPA projection, which in turn drives higher defaults and severities. Using this approach, the reasonably possible increase in loss reserves for RMBS credits for which we have an estimate of expected loss at September 30, 2014 could be approximately $126 million.

Student Loans

Changes to assumptions that could make our reserves under-estimated include but are not limited to an increase in interest rates, default rates and loss severities on the collateral due to economic factors, as well as a failure of issuers to refinance insured bonds which have a failed debt structure, such as auction rate securities. For student loan credits for which we have an estimate of expected loss at September 30, 2014, the reasonably possible increase in loss reserves could be approximately $511 million.

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Public Finance

It is possible our loss reserves for public finance credits may be materially under-estimated because most credits and the portfolio as a whole have possible outcomes more adverse than our recorded loss reserves. For public finance credits with loss reserves at September 30, 2014, the sum of all losses in the highest stress case used in our current loss reserving process is $1,679 million greater than the current probability weighted loss reserve.

In our past experience, losses in the public finance portfolio have been contained, with most of our adversely classified credits resolving without loss to Ambac. For example, we have entered into settlements with two municipalities in bankruptcy that do not require us to suffer permanent losses if our settlements are confirmed, the cities’ plans are adopted and the cities do not re-default. We have a small exposure to another city in bankruptcy and have not yet resolved the treatment of our exposure in their plan. While an unfavorable outcome in this case would not be material financially, all adverse precedents are concerning to the extent they may influence the behavior of other stressed municipalities.

Our recent experience with the city of Detroit in its bankruptcy proceeding has not been favorable and renders future outcomes with other issuers even more difficult to predict and may increase the risk that we may suffer losses that could be sizable. We agreed to settlements regarding our insured Detroit general obligation bonds that provide better treatment of our exposures than the city planned to include in its plan, but nevertheless require us to incur a loss for a significant portion of our par exposure. Our settlements are also contingent upon the city’s successful plan adoption such that we remain exposed to worse outcomes should it be unable to exit bankruptcy as planned. An additional troubling precedent in the Detroit case is the preferential treatment of certain creditor classes, especially the city pensions. The cost of pensions is often a key driver of municipal stress and less severe treatment of pension obligations in bankruptcy may lead to worse outcomes for traditional debt creditors. Cities 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 currently consider high severity outcomes to be outlying and therefore implicitly assign low or remote probabilities to such outcomes in our current loss reserves unless the situation develops adversely. We expect municipal bankruptcies and defaults to continue to be challenging to project given their complexity and long duration as well as their relative infrequency and the uniqueness of each case, particularly with regard to policy and political issues. 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 that deprives issuers' access to funding necessary to avoid defaulting on their obligations. While our loss reserves consider our judgment regarding issuers’ financial flexibility to adapt to adverse markets, they may not adequately capture sudden, unexpected or protracted market volatility that closes markets.

Our exposures to the Commonwealth of Puerto Rico are under stress arising from the Commonwealth’s poor financial condition, low ratings and limited access to capital. The Commonwealth’s announced plans to improve its financial position and prospects include the restructuring of debt obligations, and while terms may be unknown in many cases and uncertain in others, and the targets of their restructuring may change, we believe there is a possibility of incurring a loss that could be higher than our current reserves. Our loss reserves include scenarios designed to cover a range of possible outcomes but the possible outcomes could shift quickly and materially as this volatile situation unfolds.

Other Credits, including Ambac UK

It is possible our loss reserves on other types of credits, including Ambac UK, may be materially under-estimated because most credits have possible outcomes more adverse than the recorded loss reserve. For all other credits, including Ambac UK, for which we have an expected loss, the sum of all the highest stress case loss scenarios is $556 million greater than the current loss reserve at September 30, 2014.

SPECIAL PURPOSE AND VARIABLE INTEREST ENTITIES

Please refer to Note 3, “Special Purpose Entities, Including Variable Interest Entities” of the Unaudited Consolidated Financial Statements, located in Item 1 of this Form 10-Q, for information regarding special purpose and variable interest entities.

ACCOUNTING STANDARDS

Please refer to Note 15 of the Unaudited Consolidated Financial Statements located in Part I, Item 1 of this Form 10-Q for a discussion of the impact of recent accounting pronouncements on Ambac’s financial condition and results of operations.

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NON-GAAP FINANCIAL MEASURES

In addition to reporting the Company’s quarterly financial results in accordance with GAAP, the Company reports two non-GAAP financial measures: Operating Earnings (Losses) and Adjusted Book Value. A non-GAAP financial measure is a numerical measure of financial performance or financial position that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. We are presenting these non-GAAP financial measures because they provide greater transparency and enhanced visibility into the underlying profitability drivers of our business and the impact of certain items that the Company believes will reverse from GAAP book value over time through the GAAP statements of comprehensive income. Operating Earnings (Losses) and Adjusted Book Value 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.

The following paragraphs define each non-GAAP financial measure and describe why it is useful. A reconciliation of the non-GAAP financial measure and the most directly comparable GAAP financial measure is also presented below.

Operating Earnings (Losses). Operating Earnings (Losses) eliminates the impact of certain GAAP accounting requirements and includes certain items that the Company has realized or expects to realize in the future, but that are not reported under GAAP. Operating Earnings (Losses) is defined as net income attributable to common shareholders, as reported under GAAP, adjusted on an after-tax basis for the following:

•

Elimination of the non-credit impairment fair value gains (losses) on credit derivatives, which is the amount in excess of the present value of the expected estimated credit losses. Such fair value adjustments are heavily affected by, and in part fluctuate with, changes in market factors such as interest rates and credit spreads, including the market’s perception of Ambac’s CVA, and are not expected to result in an economic gain or loss. These adjustments allow for all financial guarantee segment contracts to be accounted for consistent with the Financial Services – Insurance Topic of ASC, whether or not they are subject to derivative accounting rules.


•	Elimination of the effects of VIEs that were consolidated as a result of being insured by Ambac. These adjustments eliminate the VIE consolidation and ensure that all financial guarantee segment contracts are accounted for consistent with the provisions of the Financial Services – Insurance Topic of the ASC, whether or not they are subject to consolidation accounting rules.

•

Elimination of the amortization of the financial guarantee insurance intangible asset and impairment of goodwill that arose as a result of Ambac’s emergence from bankruptcy and the implementation of Fresh Start reporting. The amount reported in net income attributable to common shareholders represents the amortization of Fresh Start adjustments relating to financial guarantee contracts. These adjustments ensure that all financial guarantee segment contracts are accounted for consistent with the provisions of the Financial Services – Insurance Topic of the ASC.

•

Elimination of the foreign exchange gains (losses) on re-measurement of net premium receivables and loss and loss expense reserves. Long-duration receivables constitute a significant portion of the net premium receivable balance and represent the present value of future contractual or expected collections. Therefore, the current period’s foreign exchange re-measurement gains (losses) are not necessarily indicative of the total foreign exchange gains (losses) that Ambac will ultimately recognize.


•	Elimination of the gains (losses) relating to Ambac’s CVA on derivative contracts other than credit derivatives. Similar to credit derivatives, fair values include the market’s perception of Ambac’s credit risk and this adjustment only allows for such gain or loss when realized.


•	Elimination of non-recurring GAAP Fresh Start reporting adjustments.

The following table reconciles net income attributable to common shareholders to the non-GAAP measure, Operating Earnings (Losses), for all periods presented:

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	Period from July 1			Period from July 1
	through			through
($ in Millions)	September 30, 2014			September 30, 2013
Net (loss) income attributable to common shareholders	$	82.5		$	231.0
Adjustments:
Non-credit impairment fair value (gain) loss on credit derivatives	(5.4		)	(8.5		)
Effect of consolidating financial guarantee VIEs	2.8			(48.7		)
Insurance intangible amortization	41.9			37.5
Foreign exchange (gain) loss from re-measurement of premium receivables and loss and loss expense reserves	25.5			(19.0		)
Fair value (gain) loss on derivatives from Ambac CVA	(4.6		)	1.1
Operating Earnings (Losses)	$	142.7		$	193.4



	Successor Ambac –						Predecessor Ambac –
	Period from January 1			Period from May 1			Period from January 1
	through			through			through
($ in Millions)	September 30, 2014			September 30, 2013			April 30, 2013
Net (loss) income attributable to common shareholders	$	30.5		$	436.7		$	3,349.0
Adjustments:
Non-credit impairment fair value (gain) loss on credit derivatives	(7.3		)	(58.6		)	71.6
Effect of consolidating financial guarantee VIEs	55.9			(64.0		)	(413.7		)
Insurance intangible amortization	109.9			62.4			—
Foreign exchange (gain) loss from re-measurement of premium receivables and loss and loss expense reserves	17.0			(11.6		)	11.3
Fair value (gain) loss on derivative products from Ambac CVA	—			31.6			26.7
Fresh Start accounting adjustments	—			—			(2,749.7		)
Operating Earnings (Losses)	$	206.0		$	396.5		$	295.2

The effects of Ambac’s emergence from bankruptcy and Fresh Start had a material impact on the comparability of Operating Earnings (Losses) between the periods presented. Refer above for discussion of the significant Fresh Start items impacting comparability.

Adjusted Book Value. Adjusted Book Value eliminates the impact of certain GAAP accounting requirements and includes the addition of certain items that the Company has realized or expects to realize in the future, but that are not reported under GAAP. 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:

•

Elimination of the non-credit impairment fair value loss on credit derivatives, which is the amount in excess of the present value of the expected estimated economic credit loss. GAAP Fair values are heavily affected by, and in part fluctuate with, changes in market factors such as interest rates, credit spreads, including Ambac’s CVA that are not expected to result in an economic gain or loss. These adjustments allow for all financial guarantee segment contracts to be accounted for within Adjusted Book Value consistent with the provisions of the Financial Services—Insurance Topic of the ASC, whether or not they are subject to derivative accounting rules.


•	Elimination of the effects of VIEs that were consolidated as a result of being insured by Ambac. These adjustments eliminate VIE consolidation and ensure that all financial guarantee segment contracts are accounted for within Adjusted Book Value consistent with the provisions of the Financial Services—Insurance Topic of the ASC, whether or not they are subject to consolidation accounting rules.


•	Elimination of the financial guarantee insurance intangible asset and goodwill that arose as a result of Ambac’s emergence from bankruptcy and the implementation of Fresh Start reporting. These adjustments ensure that all financial guarantee segment contracts are accounted for within Adjusted Book Value consistent with the provisions of the Financial Services—Insurance Topic of the ASC.

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•	Elimination of the gain relating to Ambac’s CVA embedded in the fair value of derivative contracts other than credit derivatives. Similar to credit derivatives, fair values include the market’s perception of Ambac’s credit risk and this adjustment only allows for such gain when realized.


•	Addition of the value of the unearned premium reserve on financial guarantee contracts and fees on credit derivative contracts, adjusted for management's expected future net premiums and credit derivative receipts, in excess of expected losses, net of reinsurance.

•

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 of the fair value adjustment on the investment portfolio will differ materially from realized gains and losses ultimately recognized by the Company based on the Company’s investment strategy. This adjustment only allows for such gains and losses in Adjusted Book Value when realized.

Ambac has a significant tax net operating loss (“NOL”) that is offset by a full valuation allowance in the GAAP consolidated financial statements. As a result, for purposes of Adjusted Book Value, we utilized a 0% effective tax rate. We maintain a full valuation allowance against our deferred tax asset and recognition of the value of the NOL would be reflected in Adjusted Book Value considering all the facts and circumstances as of the relevant reporting date.

The following table reconciles Total Ambac Financial Group, Inc. stockholders’ equity to the non-GAAP measure Adjusted Book Value for all periods presented:



($ in Millions)	September 30, 2014			December 31, 2013			December 31, 2013
				Revised			Reported
Total Ambac Financial Group, Inc. stockholders’ equity	$	975.7		$	703.0		$	703.0
Adjustments:
Non-credit impairment fair value losses on credit derivatives	65.5			72.8			72.8
Effect of consolidating financial guarantee variable interest entities	(313.7		)	(372.7		)	(372.7		)
Insurance intangible asset and goodwill	(1,989.5		)	(2,112.5		)	(2,112.5		)
Ambac CVA on derivative product liabilities (excluding credit derivatives)	(48.5		)	(48.4		)	(48.4		)
Net unearned premiums and fees in excess of expected losses	1,460.7			1,666.0			1,435.2
Net unrealized investment (gains) losses in Accumulated Other Comprehensive Income	(214.8		)	41.9			41.9
Adjusted Book Value	$	(64.6	)	$	(49.9	)	$	(280.7	)

Adjusted Book Value as of December 31, 2013 reflects a $230.8 million revision to correct the previously reported amount of $(280.7) million . This revision relates to a correction in the net unearned premiums and fees in excess of expected losses adjustment. The revision eliminates the impact of forgone future installment premiums related to one Ambac UK exposure that was already recorded in Ambac's stockholders' equity.

Factors that impact changes to Adjusted Book Value include many of the same factors that impact Operating Earnings (Losses), including the majority of revenues and expenses but 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 to future premium assumptions (e.g. expected term, interest rates, foreign exchange rates, time passage) and (ii) changes to expected losses for policies which do not exceed their related unearned premiums. The Adjusted Book Value decrease from December 31, 2013 to September 30, 2014 of $(14.7) million was primarily driven by a reduction in net unearned premiums and fees in excess of expected losses partially offset by Operating Earnings.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the potential for losses that may result from changes in the value of a financial instrument as a result of changes in market conditions. The primary market risks that would impact the value of Ambac’s financial instruments are interest rate risk, spread risk, and foreign currency exchange risk. Below we discuss each of these risks and the specific types of financial instruments impacted. Senior managers are responsible for developing and applying methods to measure risk. The estimation of potential losses arising from adverse changes in market conditions is a key element in managing market risk. Ambac utilizes various systems, models and sensitivity scenarios to monitor and manage market risk. This process includes frequent analysis of both parallel and non-parallel shifts in benchmark interest rates and “Value-at-Risk” (“VaR”) measures. These models include estimates, made by management, which utilize current and historical market information. The valuation results from these models could differ materially from amounts that would actually be realized in the market. Financial instruments of VIEs that are consolidated as a result of Ambac's financial guarantees are excluded from the market risk measures below.

Interest Rate Risk:

Financial instruments for which fair value may be affected by changes in interest rates consist primarily of fixed income investment securities, loans, investment agreements, long-term debt and interest rate derivatives. Fixed income investment securities that are guaranteed by Ambac and were purchased as part of Ambac's asset and liability management strategy neutralize interest rate risk associated with future financial guarantee claim payments. Accordingly, such securities are excluded from the company's interest rate sensitivity measures. The following table summarizes the estimated change in fair value (based primarily on the valuation methodology discussed in Note 7 to the Consolidated Financial Statements located in Item 1 of this Form 10-Q) on these financial instruments, assuming immediate changes in interest rates at specified levels at September 30, 2014:



Change in Interest Rates ($ in millions)	Estimated Change in Net Fair Value			Estimated Net Fair Value
300 basis point rise	$	132		$	3,226
200 basis point rise	109			3,203
100 basis point rise	66			3,160
Base scenario	—			3,094
100 basis point decline ⁽¹⁾	(110		)	2,984
200 basis point decline ⁽¹⁾	(276		)	2,818


(1)	Incorporates an interest rate floor of 0%

Due to the low interest rate environment as of September 30, 2014, stress scenarios involving interest rate declines greater than 200 basis points are not meaningful to Ambac's portfolios.

Changes in fair value resulting from changes in interest rates are driven primarily by the impact of interest rate shifts on the investment portfolio (which declines in value as rates increase) and the interest rate swap portfolio (which is generally positioned to increase in value as rates increase). Interest rate increases would also have a negative economic impact on expected future claim payments on the financial guarantee portfolio.

The interest rate derivatives portfolio is managed with the goal of retaining some interest rate sensitivity as an economic hedge against the effects of rising interest rates elsewhere in the Company, including on Ambac’s financial guarantee exposures (the “macro-hedge”). The incremental interest rate sensitivity of the interest rate swap portfolio attributable to the macro-hedge position would produce mark-to-market gains or losses of approximately $0.8 million for a 1 basis point parallel shift in USD swap rates up or down at September 30, 2014.

The estimation of potential losses arising from adverse changes in market relationships, known as VaR, is a consideration in management’s monitoring of interest rate risk for the interest rate swap portfolio. Ambac has developed a VaR methodology to estimate potential losses using a one day time horizon and a 99% confidence level. This means that Ambac would expect to incur losses due to changes in interest rates greater than that predicted by VaR estimates only once in every 100 trading days, or about 2.5 times a year. Ambac’s methodology estimates VaR using a 300-day historical “look back” period. This means that changes in market values are simulated using market inputs from the past 300 days. For the nine months ended September 30, 2014, Ambac’s interest rate derivative portfolio VaR averaged approximately $14.9 million, and ranged from a high of $15.5 million to a low of $14.4 million. These VaR measures are intended to focus on the impact of observable market rates and therefore exclude fair value adjustments made by management to incorporate Ambac or counterparty credit risk. Ambac supplements its VaR methodology,

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which it believes is a good risk management tool in normal markets, by performing scenario testing to measure the potential for losses in volatile markets. These scenario tests include parallel and non-parallel shifts in the benchmark interest rate curve.

Credit Spread Risk:

Financial instruments that may be adversely affected by changes in spreads include Ambac’s outstanding credit derivative contracts, certain interest rate swap contracts, and investment assets. Changes in spreads are generally caused by changes in the market’s perception of the credit quality of the underlying obligor. Market liquidity and prevailing risk premiums demanded by market participants are also reflected in spreads and impact valuations.

The following table summarizes the estimated change in fair values on Successor Ambac’s credit derivative contracts assuming immediate parallel shifts in reference obligation credit spreads at September 30, 2014. It is more likely that actual changes in credit spreads will vary be contract:



Change in Reference Obligation Spreads ($ in millions)	Estimated Change in Fair Value			Estimated Fair Value
250 basis point widening	$	(26	)	$	(109	)
50 basis point widening	(5		)	(88		)
Base scenario	—			(83		)
50 basis point narrowing	5			(78		)
250 basis point narrowing	19			(64		)

Also included in the fair value of credit derivative liabilities is the effect of Ambac’s creditworthiness, which reflects market perception of Ambac’s ability to meet its obligations. Incorporating estimates of Ambac’s credit valuation adjustment into the determination of fair value has resulted in a $16.0 million reduction to the credit derivatives liability as of September 30, 2014. At September 30, 2014 the credit valuation adjustment resulted in a 16.2% reduction of the credit derivative liability as measured before considering Ambac credit risk. Refer to Note 7 to the Unaudited Consolidated Financial Statements located in Part I, Item 1 of this Form 10-Q for further information on measurement of the credit valuation adjustment.

The fair value of interest rate swaps may be affected by changes to the credit valuation adjustment attributable to the risk of counterparty or Ambac non-performance. Generally, the need for a counterparty (or Ambac) credit valuation adjustment is mitigated by the existence of collateral posting agreements under which adequate collateral has been posted. Derivative contracts entered into with financial guarantee customers are not typically subject to collateral posting agreements. Valuation adjustments for counterparty credit risk were not significant as of September 30, 2014. Estimates of Ambac’s credit valuation adjustment included in the fair value of interest rate swaps reduced the derivative liability fair value by $48.5 million as of September 30, 2014.

The following table summarizes the estimated change in fair values on Ambac's credit derivative and interest rate swap net liabilities assuming immediate shifts in Ambac credit spreads used to determine the CVA at September 30, 2014:



Change in Ambac Credit Spreads ($ in millions)	Estimated Change in Fair Value			Estimated Fair Value
250 basis point widening	$	24		$	(234	)
50 basis point widening	5			(253		)
Base scenario	—			(258		)
50 basis point narrowing	(6		)	(264		)
250 basis point narrowing	(32		)	(290		)

Ambac’s fixed income investment portfolio contains securities with different sensitivities to and volatility of spreads. Fixed income securities that are guaranteed by Ambac and were purchased as part of Ambac's asset and liability management strategy are excluded from the company's spread sensitivity measures. The following table summarizes the estimated change in fair values of Successor Ambac’s fixed income investment portfolio assuming immediate shifts in credit spreads across all holdings at September 30, 2014. It is more likely that actual changes in credit spreads will vary by security:

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Change in Spreads ($ in millions)	Estimated Change in Fair Value		Estimated Fair Value
250 basis point widening	(379	)	$	4,524
50 basis point widening	(76	)	4,827
Base scenario	—		4,903
50 basis point narrowing	76		4,979
250 basis point narrowing	378		5,281

Foreign Exchange Risk:

Ambac has financial instruments denominated in currencies other than the U.S. dollar, primarily pounds sterling and euros. These financial instruments are primarily invested assets, and assets and liabilities of Ambac UK. The following table summarizes the estimated net change in fair value of these financial instruments assuming immediate shifts in foreign exchange rates as of September 30, 2014.



	Change in Foreign Exchange Rates Against U.S. Dollar
($ in millions)	20% Decrease			10% Decrease			10% Increase		20% Increase
Estimated change in fair value	$	(46.4	)	$	(23.2	)	$	23.2	$	46.4

Item 4. Controls and Procedures.

In connection with the preparation of this Third 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 (Exchange Act)) 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 and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Disclosure controls and procedures are designed to ensure that the information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Ambac management is committed to maintaining an effective internal control environment over financial reporting. Based on its evaluation, Ambac’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2014, Ambac’s disclosure controls and procedures were effective.

There was no change in the Company’s internal control over financial reporting that occurred during the period ended September 30, 2014 that has materially affected, or is 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 13 “Commitments and Contingencies” of the Unaudited Consolidated Financial Statements located in Part I, Item 1 in this Form 10-Q, and Note 18 “Commitments and Contingencies” in Part II, Item 8 of Ambac’s 2013 Form 10-K 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, 2013, which are hereby incorporated by reference, as well as the additional risk factor information appearing below in this section and elsewhere in this report. 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 the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this quarterly report on

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Form 10-Q. Other than as set forth below, 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.

We are exploring new business opportunities which may not be consummated, or if consummated, may not create value and may negatively impact our financial results.

We are exploring new business opportunities for the Company, which may involve the acquisition of assets or existing businesses or the development of businesses through new or existing subsidiaries. It is not possible at this time to predict the future prospects or other characteristics of any such new business. Our efforts to pursue new business opportunities may be unsuccessful or require significant financial or other resources, which could have a negative impact on our financial condition. No assurance can be given that we will be able to complete the acquisition or development of any business or, if acquired or developed, generate any earnings or be able to successfully integrate such business into our current operating structure.

Moreover, Ambac’s ability to enter new businesses, including new businesses apart from Ambac Assurance, is also subject to significant doubt, given the condition and circumstances of Ambac Assurance, the difficulty of leveraging or monetizing its other assets, and the uncertainty of its ability to raise capital. Due to these factors, as well as those described below and those relating to Ambac Assurance as described in the “Risk Factors” section, Item 1A to Part I in our Annual Report on Form 10-K for the year ended December 31, 2013, the value of our securities is highly speculative.

The issuance of new common stock may dilute current shareholder value or have adverse effects on our share price.

If we raise capital through the issuance of additional shares of common stock, whether for a new business, general corporate purposes, or in exchange for other securities, the value of our current shareholders’ interests may be diluted as we are not required to offer any such shares to existing stockholders on a preemptive basis.

We cannot predict the effect, if any, of future sales of our common stock, or the availability of shares for future sales, on the market price of our common stock. Sales of substantial amounts of common stock or the perception that such sales could occur may adversely affect the prevailing market price for our common stock.

Future offerings of debt or equity securities that rank senior to our common stock may adversely affect the market price of our common stock.

If we decide to issue debt or additional equity securities in the future that rank senior to our common stock, it is likely that they will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Holders of our common stock bear the risk of our future offerings reducing the market price of our common stock and diluting the value of their stock holdings in us.

Actions of the Rehabilitator could adversely affect Ambac, including impacting our ability to realize our remediation recoveries.

As a consequence of the Segregated Account Rehabilitation Proceedings, the Rehabilitator retains operational control and decision-making authority with respect to all matters related to the Segregated Account, including surveillance, remediation, loss mitigation and efforts to recover losses in the Segregated Account, including recovery efforts in respect of breaches of representations and warranties by sponsors of Ambac-insured RMBS. Similarly, by virtue of the contracts executed between Ambac Assurance and the Segregated Account in connection with the establishment, and subsequent rehabilitation, of the Segregated Account, the Rehabilitator retains the discretion to oversee and approve certain actions taken by Ambac Assurance in respect of assets and liabilities that remain in Ambac Assurance. Moreover, the Rehabilitator retains the sole discretion to adjust claim payments, make payments on Deferred Amounts and, with regulatory approval, to make payments on Segregated Account surplus notes (which would require Ambac Assurance to make proportionate payments on its surplus notes). As a result, certain efforts to remediate losses, and certain other actions taken by Ambac Assurance, are subject to the approval of the Rehabilitator, as are decisions about the timing of payments of significant liabilities of the Segregated Account . In exercising such authority, the Rehabilitator will act for the benefit of policyholders, and will not take into account the interests of securityholders of Ambac. Decisions made by the Rehabilitator for the benefit of policyholders may result in material adverse consequences for Ambac’s securityholders. In addition, we are not able to predict the impact such oversight will have on the remediation of losses, and, in particular, on our efforts to recover losses attributable to breaches of representations and warranties by sponsors of Ambac-insured RMBS and our ability to commute outstanding policies and repurchase insured bonds or Surplus Notes , and how vigorously the Rehabilitator will pursue such remediation. We are similarly unable to predict the decisions of the Rehabilitator as to claims

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payments or payments on Deferred Amounts or, with regulatory approval, Segregated Account surplus notes, the timing and impact of which may negatively affect our financial condition or results of operations. Furthermore, any negative consequences resulting from payments on Segregated Account surplus notes would be magnified due to the fact that the Rehabilitator’s decision to make such payments would require Ambac Assurance to make proportionate payments on its surplus notes.

In addition, the Rehabilitator may propose amendments to the Segregated Account Rehabilitation Plan that could have a significant impact on our financial condition or results of operations, including amendments that could have the effect of minimizing NOL usage payments to Ambac pursuant to the Amended TSA.

The amendments to the Segregated Account Rehabilitation Plan will have an impact on our internal control environment

New policies, procedures, and accounting and reporting systems were required to properly calculate, monitor and report Deferred Amounts and interest thereon at the individual CUSIP level, as required by the amendments to the Segregated Account Rehabilitation Plan. Because of (i) differences in mechanics among the hundreds of CUSIPs to be tracked, differences in interest accrual periods, rates and conventions, and other operational challenges and (ii) the limited amount of time available to implement such changes, there is a risk of operational failure in the calculation, monitoring and reporting of Deferred Amounts and interest thereon.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

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Exhibit Number		Description
10.1		Amended and Restated Trust Agreement dated as of August 28, 2014, among Ambac Financial Group, Inc., The Bank of New York Mellon, and Wilmington Trust, National Association (filed as exhibit 99.1 to Ambac Financial Group, Inc.’s Current Report on Form 8-K filed August 28, 2014 and incorporated herein by reference).
31.1+		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) Promulgated under the Securities Exchange Act of 1934, as amended.
31.2+		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) Promulgated under the Securities Exchange Act of 1934, as amended.
32.1++		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2++		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1+		Amendment dated as June 12, 2014 to the Plan of Rehabilitation of the Segregated Account of Ambac Assurance Corporation.
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.



+	Filed herewith.
++	Furnished herewith.

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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 10, 2014	By:	/ S / D AVID T RICK
		Name:	David Trick
		Title:	Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer)

109

EXHIBIT 31.1

Ambac Financial Group, Inc.

Certifications

I, Diana N. Adams, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Ambac Financial Group, Inc;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a—15(e) and 15d—15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated:	November 10, 2014	By:	/s/ Diana N. Adams
			Diana N. Adams
			President and Chief Executive Officer

EXHIBIT 31.2

Ambac Financial Group, Inc.

Certifications

I, David Trick, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Ambac Financial Group, Inc;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a—15(e) and 15d—15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated:	November 10, 2014	By:	/s/ David Trick
			David Trick
			Chief Financial Officer and Treasurer

EXHIBIT 32.1

Certification of CEO Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Ambac Financial Group, Inc. (the “Company”) for the three and nine month periods ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Diana N. Adams, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of her knowledge:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated:	November 10, 2014	By:	/s/ Diana N. Adams
		Name:	Diana N. Adams
		Title:	President and Chief Executive Officer

EXHIBIT 32.2

Certification of CFO Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Ambac Financial Group, Inc. (the “Company”) for the three and nine month periods ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David Trick, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated:	November 10, 2014	By:	/s/ David Trick
		Name:	David Trick
		Title:	Chief Financial Officer and Treasurer

STATE OF WISCONSIN CIRCUIT COURT DANE COUNTY



In the Matter of the Rehabilitation of: Segregated Account of Ambac Assurance Corporation	Case No. 10 CV 1576

PLAN OF REHABILITATION, AS AMENDED

The Commissioner of Insurance of the State of Wisconsin,

as the Court-Appointed Rehabilitator of the Segregated Account
of Ambac Assurance Corporation



June 12, 2014 Kevin G. Fitzgerald, SBN 1007444 Frank W. DiCastri, SBN 1030386 FOLEY & LARDNER LLP 777 E. Wisconsin Avenue Milwaukee, Wisconsin 53202 Telephone: (414) 271-2400 Facsimile: (414) 297-4900	FOLEY & LARDNER LLP Michael B. Van Sicklen, SBN 1017827 Jeffrey A. Simmons, SBN 1031984 Matthew R. Lynch, SBN 1066370 150 East Gilman Street Post Office Box 1497 Madison, Wisconsin 53701 Telephone: (608) 257-5035 Facsimile: (608) 258-4258 Attorneys for the Wisconsin Office of the Commissioner of Insurance and the Commissioner of Insurance of the State of Wisconsin, as the Court-Appointed Rehabilitator of the Segregated Account of Ambac Assurance Corporation

TABLE OF CONTENTS



INTRODUCTION TO PLAN

Article 1 DEFINITIONS
	1.01	AAC.
	1.015	Accretion Amounts.
	1.017	Accretion Rate.
	1.02	ACP.
	1.03	Act.
	1.04	Administrative Claims.
	1.05	Alternative Resolution.
	1.053	Amendments.
	1.055	Beneficial Holder.
	1.057	Bond Interest Rate.
	1.06	Business Day.
	1.07	Cash.
	1.08	[DELETED]
	1.09	Claim.
	1.10	Commissioner.
	1.11	[DELETED]
	1.12	[DELETED]
	1.13	Confirmation Order.
	1.14	Cooperation Agreement.
	1.15	Court.
	1.153	CUSIP.
	1.155	Deferred Amount.
	1.156	Deferred Loss Amount.
	1.157	Deferred Payment.
	1.16	Determination Date.
	1.17	Disallowed Claim.
	1.18	Disclosure Statement.
	1.19	Disputed Claim.
	1.20	[DELETED]
	1.21	Duplicate Claim.
	1.22	Effective Date.
	1.23	Exhibit.
	1.24	Final Order.
	1.25	[DELETED]
	1.26	[DELETED]
	1.27	General Account.
	1.28	General Claims.
	1.29	Holder.



	1.30	Injunction.
	1.301	Insured Obligation.
	1.302	Interim Cash Payment Rules.
	1.303	Interim Payment.
	1.304	Interim Payment Percentage.
	1.305	Junior Deferred Amount.
	1.31	Junior Surplus Notes.
	1.315	Junior Deferred Payment.
	1.32	Late Claim.
	1.33	Lien.
	1.335	LVM Payment Guidelines.
	1.34	Management Services Agreement.
	1.35	Management Services Provider.
	1.36	[DELETED]
	1.37	[DELETED]
	1.38	Objection.
	1.39	OCI.
	1.393	Paying Agent.
	1.395	Payment.
	1.40	Payment Date.
	1.405	Payment Guidelines.
	1.41	Pending / Pending Claim.
	1.42	Permitted / Permitted Claim.
	1.43	Person.
	1.44	Petition Date.
	1.45	Plan.
	1.46	[DELETED]
	1.47	Plan of Operation.
	1.48	Policy.
	1.49	Policy Claim.
	1.50	Proceeding.
	1.51	Proof of Policy Claim Form.
	1.52	Rehabilitation Order.
	1.53	Rehabilitator.
	1.54	Reinsurance Agreement.
	1.55	[DELETED]
	1.56	Secured Note.
	1.57	[DELETED]
	1.58	Segregated Account.
	1.59	Segregated Account Operational Documents.
	1.60	Special Deputy Commissioner.
	1.61	Special Policy Payment.



	1.62	Supplemental Payment.
	1.621	Surplus Notes.
	1.623	Transaction Documents.
	1.625	Trustee.
	1.627	Undercollateralization/Undercollateralized.
	1.63	Website.
	1.64	Wis. Stat. § ___.
	1.65	Write Down Transaction.

Article 2 TREATMENT OF CLAIMS GENERALLY
	2.01	Administrative Claims.
	2.02	Policy Claims.
	2.03	General Claims.
	2.04	Reconciliation of Deferred Loss Amounts.
	2.05	Surplus Notes and Junior Surplus Notes.

Article 3 MEANS FOR IMPLEMENTATION OF PLAN
	3.01	Continued Existence of the Segregated Account.
	3.02	Rehabilitator.
	3.03	Special Deputy Commissioner.
	3.04	Management Services Provider.
	3.05	Administration of this Plan.
	3.06	Alternative Resolutions of Claims.
	3.07	Paying Agent.

Article 4 PROCEDURES GOVERNING SUBMISSION OF CLAIMS AND PAYMENTS
	4.01	Claims Administration.
	4.02	Payments in Respect of Permitted Claims and Surplus Notes.
	4.03	Administrative Claims.
	4.04	Policy Claims.
	4.05	General Claims.
	4.06	Disputed Claims.
	4.07	Setoffs.
	4.08	Recoveries on Policy Claims.
	4.09	Reimbursements on Policy Claims.
	4.10	Subsequent Adjustments.
	4.11	Terminated Trusts.

Article 5 EFFECTIVENESS
	5.01	Effective Date.
	5.02	Notification of Effective Date.

iii



Article 6 RETENTION OF JURISDICTION
	6.01	Retention of Jurisdiction.

Article 7 ANNUAL REPORTS TO COURT
	7.01	Annual Reports.

Article 8 INJUNCTION
	8.01	Injunction.
	8.02	Indemnification and Injunction With Regard to Holders and Sub-Trustee/Agents.

Article 9 IMMUNITY AND INDEMNIFICATION OF THE REHABILITATOR,
	EMPLOYEES, AND CONSULTANTS
	9.01	Beneficiaries of Immunity and Indemnification.
	9.02	Immunity and Indemnification.

Article 10 GENERAL PROVISIONS
	10.01	Governing Law.
	10.02	Prior Orders and Agreements.
	10.03	Revocation or Withdrawal of this Plan.
	10.04	Amendment and Modification of this Plan.
	10.05	Termination of Rehabilitation.
	10.055	Limitation of Recovery.
	10.06	Successors and Assigns.
	10.07	Rules of Interpretation.
	10.08	Implementation.
	10.09	Inconsistency.
	10.10	No Admissions.
	10.11	Filing of Additional Documents.
	10.12	Returned Payments.
	10.13	Recognition of Statutory Accounting.
SIGNATURE

Exhibit 1 Payment Guidelines

Exhibit 2 LVM Payment Guidelines

The Commissioner of Insurance of the State of Wisconsin, as the court-appointed Rehabilitator in this case, proposes the following Plan of Rehabilitation, as amended, for the Segregated Account of Ambac Assurance Corporation pursuant to Wis. Stat. § 645.33(5).

INTRODUCTION TO PLAN

This Plan provides for the rehabilitation of the Segregated Account, including the orderly run-off and/or settlement of the liabilities allocated to the Segregated Account. Except as set forth herein, this Plan pertains solely to the Segregated Account, which acts through the Rehabilitator and the Management Services Provider. Pursuant to Wis. Stat. § 611.24(3)(e), the Segregated Account is deemed to be a separate insurer for purposes of the rehabilitation. Except as may be specifically stated herein, in the Payment Guidelines, or in the Segregated Account Operational Documents, this Plan does not pertain to the assets or liabilities in the General Account.

ARTICLE 1

DEFINITIONS

The following terms used in this Plan shall have the meanings specified below, and such meanings shall be equally applicable to both the singular and plural forms of such terms, unless the context otherwise requires. Any term used in this Plan, whether or not capitalized, that is not defined in this Plan, but that is defined in the Act or the Payment Guidelines shall have the meaning set forth in the Act or the Payment Guidelines.

1.01 AAC.

Ambac Assurance Corporation.

1.015 Accretion Amounts.

In respect of any Insured Obligation or any Permitted General Claim which has a related Deferred Amount or Junior Deferred Amount outstanding, on any Bond Distribution Date on which such Deferred Amount or Junior Deferred Amount is to be calculated, accretion on such outstanding Deferred Amount or Junior Deferred Amount at the Accretion Rate from the immediately preceding Bond Distribution Date to the calculation date.

1.017 Accretion Rate.

In respect of any Deferred Amount or Junior Deferred Amount, a rate compounded monthly (using 30/360 day count convention) to produce an effective annual rate of 5.1%, except that in Undercollateralized transactions, the portion of any Deferred Loss Amount attributable to the unpaid principal loss or balance of an Insured Obligation shall accrete at an effective annual rate, as determined by the Rehabilitator on a periodic basis, equal to the greater of (i) the monthly Accretion Rate, as calculated above, less the applicable Bond Interest Rate (as adjusted from time to time), and (ii) zero.

1.02 ACP.

Ambac Credit Products, LLC.

1.03 Act.

The Wisconsin Insurers Rehabilitation and Liquidation Act, Wis. Stat. § 645.01 et. seq.

1.04 Administrative Claims.

Claims for fees, costs and expenses of the administration of the Segregated Account incurred after the Petition Date, including, but not limited to, fees, costs and expenses associated with (i) management services, including all fees and payments pursuant to the Management Services Agreement, (ii) financial advisor, consulting and legal services, including services for OCI and the Rehabilitator, (iii) indemnification under commercially reasonable indemnification agreements of the Segregated Account (as determined by the Rehabilitator in his sole and absolute discretion) with providers of financial, banking, trustee, consulting, legal or other services, (iv) the costs and expenses

of preserving or recovering property, or enforcing rights and remedies, in respect of Policies and other liabilities allocated to the Segregated Account (as determined by the Rehabilitator in his sole and absolute discretion), (v) any other fees, costs or expenses that are expressly approved by the Rehabilitator or the Special Deputy Commissioner, and (vi) any other indebtedness or obligations of the Segregated Account entitled to such priority in a liquidation proceeding under Wis. Stat. § 645.68(1).

1.05 Alternative Resolution.

The process defined in Section 3.06 pursuant to which the Rehabilitator may negotiate a resolution of certain Claims.

1.053 Amendments.

The amendments to the Plan dated June 12, 2014, which become effective on the Effective Date.

1.055 Beneficial Holder.

In respect of any Insured Obligation, the beneficial holder(s) of such Insured Obligation insured by a Policy.

1.057 Bond Interest Rate.

In respect of any Insured Obligation subject to Undercollateralization, on any Bond Distribution Date on which Accretion Amounts are to be calculated, the applicable annualized interest rate that a Holder would be entitled to receive on such Bond Distribution Date for the relevant Insured Obligations in accordance with, and subject to, the terms and conditions of the relevant Transaction Documents relating to such Insured Obligations.

1.06 Business Day.

A day other than a Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to close.

1.07 Cash.

Legal tender of the United States of America payable in immediately available funds, such as a wire transfer, bank or cashier’s check, or its equivalent in foreign currency for any transactions denominated in such foreign currency.

1.08 [DELETED]

1.09 Claim.

Any right to payment from the Segregated Account, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, equitable, legal, secured, or unsecured, and regardless of when such right arises.

1.10 Commissioner.

The Commissioner of Insurance of the State of Wisconsin.

1.11 [ DELETED ]

1.12 (DELETED]

1.13 Confirmation Order.

The Decision and Final Order Confirming the Rehabilitator’s Plan of Rehabilitation, with Findings of Fact and Conclusions of Law, entered by the Court on January 24, 2011.

1.14 Cooperation Agreement.

The Cooperation Agreement, by and between the Segregated Account, the Rehabilitator, AAC and Ambac Financial Group, Inc., effective March 24, 2010, as amended, supplemented or modified from time to time.

1.15 Court.

The Circuit Court for Dane County, State of Wisconsin.

1.153 CUSIP.

In respect of any security, the security as identified by the number allocated to such security pursuant to the Committee on Uniform Securities Identification Procedures.

1.155 Deferred Amount.

With respect to each Insured Obligation (identified by its CUSIP, if any), in respect of which a Policy Claim has been Permitted and an Interim Payment made, the amount established by the Segregated Account as a Deferred Amount pursuant to the procedure set forth in the Payment Guidelines. For each Insured Obligation (identified by its CUSIP, if any) in respect of which a Policy Claim has been deemed Permitted and an Interim Payment deemed made prior to the Effective Date in accordance with the Interim Cash Payment Rules and the Payment Guidelines, the amount determined to be the Deferred Amount in accordance with the Payment Guidelines. The Deferred Amount for any such Insured Obligation shall be equal to the sum of the Deferred Loss Amount and its Accretion Amounts.

1.156 Deferred Loss Amount.

With respect to each Insured Obligation in respect of which a Policy Claim has been Permitted and an Interim Payment made or deemed to be made, the Deferred Amount excluding the aggregate of all Accretion Amounts relating to such Insured Obligation.

1.157 Deferred Payment.

“Deferred Payment” shall have the meaning given to such term in the Payment Guidelines.

1.16 Determination Date.

The fifteenth (15 ^th ) day of each month (or, if any such day is not a Business Day, the immediately following Business Day), subject to change in the sole and absolute discretion of the Rehabilitator.

1.17 Disallowed Claim.

A Claim that has been determined by the Rehabilitator or the Management Services Provider to constitute a Duplicate Claim or a Late Claim, or that the Rehabilitator or the Management Services Provider has otherwise determined should not be Permitted, in each case in accordance with the provisions of the Payment Guidelines.

1.18 Disclosure Statement.

The Disclosure Statement Accompanying Plan of Rehabilitation filed with the Court on October 8, 2010, as amended, modified or supplemented from time to time.

1.19 Disputed Claim.

A Claim as to which an Objection has been raised by the Rehabilitator or the Management Services Provider and which has not been released, satisfied, terminated, commuted or otherwise extinguished or become a Permitted Claim or a Disallowed Claim.

1.20 [DELETED]

1.21 Duplicate Claim.

Any Claim with respect to which the Rehabilitator or the Management Services Provider has determined, in the Rehabilitator’s sole and absolute discretion, that (i) the payment obligation of the Segregated Account under the provisions of the underlying instrument or contract giving rise to such Claim or (ii) the underlying risk of loss insured pursuant to the provisions of the Policy or other Transaction Documents giving rise to such Claim is the subject of, or is, a Pending Claim, Disputed Claim, Late Claim, Disallowed Claim or a Permitted Claim.

1.22 Effective Date.

The day on which this Plan shall be effective, as determined, and announced by the Rehabilitator, in accordance with Article 5 of this Plan.

1.23 Exhibit.

An exhibit annexed to this Plan.

1.24 Final Order.

An order or judgment entered by the Court, which has not been reversed, vacated, or stayed, that may no longer be appealed from or otherwise reviewed or reconsidered, as a result of which such order or judgment shall have become final and non-appealable.

1.25 [DELETED]

1.26 [DELETED]

1.27 General Account.

The general account of AAC.

1.28 General Claims.

All Claims which are not Administrative Claims or Policy Claims, and are not otherwise entitled to priority under the Act or an order of the Court, including, but not limited to, any Claim submitted under a reinsurance agreement allocated to the Segregated Account, as identified in Exhibit F to the Plan of Operation.

1.29 Holder.

Any Person (other than a Beneficial Holder) holding (i) a Claim, including, in the case of a Policy Claim, the named beneficiary of the related Policy, and including the trustee submitting claims in accordance with Section 1.2 of the LVM Payment Guidelines attached hereto as Exhibit 2, (ii) a Deferred Amount, or (iii) a Junior Deferred Amount.

1.30 Injunction.

The Order for Temporary Injunctive Relief entered by the Court on March 24, 2010, made permanent by the Confirmation Order, and the related Order Granting Rehabilitator’s Motion to Confirm and Declare the Scope of the Relief Issued Under this Court’s Prior Order for Injunctive Relief, dated September 12, 2012.

1.301 Insured Obligation.

In respect of any Policy Claim, an obligation guaranteed by the Segregated Account under or pursuant to the relevant Policy or Policies. A Policy may provide financial guaranty insurance in respect of more than one Insured Obligation, each Insured Obligation as identified by its CUSIP, if any.

1.302 Interim Cash Payment Rules.

Together with any amendments or supplements thereto: (i) the Rules Governing the Submission, Processing and Partial Payment of Policy Claims of the Segregated Account of Ambac Assurance Corporation in Accordance with the June 4, 2012 Interim Cash Payment Order, filed with the Court and effective August 1, 2012; or,

as the case may be, (ii) the Rules Governing the Submission, Processing and Partial Payment of Claims under Financial Guaranty Policy No. 17548BE by the Segregated Account of Ambac Assurance Corporation in Accordance with the June 4, 2012 Interim Cash Payment Order, filed with the Court and effective October 10, 2012.

1.303 Interim Payment.

With respect to each Policy Claim determined to be a Permitted Policy Claim after the Effective Date, the Payment of the amount equal to the then applicable Interim Payment Percentage of the Permitted Policy Claim Amount, made in accordance with the Payment Guidelines. With respect to each Policy Claim deemed Permitted prior to the Effective Date in accordance with the Interim Cash Payment Rules and Section 2.18 of the Payment Guidelines, the payment made to the Holder of such Permitted Policy Claim in accordance with the Interim Cash Payment Rules.

1.304 Interim Payment Percentage.

The percentage of a Permitted Policy Claim Amount to be paid by an Interim Payment, as determined by the Rehabilitator in his sole and absolute discretion, which percentage is, for all Policies, 25% on the Effective Date and which may be increased from time to time by the Rehabilitator pursuant to the Payment Guidelines.

1.305 Junior Deferred Amount.

With respect to each Permitted General Claim, the amount established as a Junior Deferred Amount by the Segregated Account pursuant to the procedure set forth in the Payment Guidelines.

1.31 Junior Surplus Notes.

Any junior surplus notes issued by the Segregated Account.

1.315 Junior Deferred Payment.

“Junior Deferred Payment” shall have the meaning given to such term in the Payment Guidelines.

1.32 Late Claim.

Any Claim determined, pursuant to the procedure set forth in the Payment Guidelines, to not have been submitted in compliance with the provisions of this Plan, the Interim Cash Payment Rules, or the Payment Guidelines within one hundred twenty (120) days of the earliest date on which such Claim, if it had been submitted, would have satisfied all of the requirements to be considered a Permitted Claim; provided that the Rehabilitator may extend such one hundred twenty (120) day period in the case of excusable neglect (as determined by the Rehabilitator in his sole and absolute discretion), but in no event beyond one year from the earliest date on which such Claim, if it had been submitted, would have satisfied all of the requirements to be considered a Permitted Claim.

1.33 Lien.

A charge against or interest in property to secure payment of a debt or performance of an obligation.

1.335 LVM Payment Guidelines.

The LVM Payment Guidelines for Plan of Rehabilitation, as amended and attached as Exhibit 2, which replace and supersede the Rules Governing the Submission, Processing and Partial Payment of Claims Under Financial Guaranty Policy No. 17548BE by the Segregated Account of Ambac Assurance Corporation in Accordance with June 4, 2012 Interim Cash Payment Order, dated as of October 10, 2012.

1.34 Management Services Agreement.

The Management Services Agreement between the Segregated Account and AAC, as Management Services Provider, effective March 24, 2010, as amended, modified or supplemented from time to time.

1.35 Management Services Provider.

AAC or any successor Management Services Provider under the Management Services Agreement.

1.36 [DELETED]

1.37 [DELETED]

1.38 Objection.

Any dispute or objection with respect to a Claim, as contemplated by the Payment Guidelines.

1.39 OCI.

The Office of the Commissioner of Insurance of the State of Wisconsin.

1.393 Paying Agent.

Any paying agent retained by the Segregated Account on or after the Effective Date, in the sole and absolute discretion of the Rehabilitator, pursuant to Section 3.07 of this Plan for the purpose of making any Deferred Payments in accordance with the Payment Guidelines.

1.395 Payment.

A payment made by or on behalf of the Segregated Account, in Cash, in accordance with this Plan and the Payment Guidelines, an order of the Court, or pursuant to the direction of the Special Deputy Commissioner, on account of Permitted Claims, including, but not limited to, Interim Payments, Supplemental Payments, Deferred Payments, Junior Deferred Payments, Special Policy Payments and/or payments made (as applicable) in conjunction with an Alternative Resolution. The establishment of Deferred Amounts and Junior Deferred Amounts shall not constitute Payments under this Plan.

1.40 Payment Date.

The date during each month on which Policy Claims Permitted by the Rehabilitator on the immediately preceding Determination Date shall be paid in accordance with Article 4 of this Plan and the Payment Guidelines. The Payment Date shall be the twentieth (20 ^th ) day of each such month (or, if any such day is not a Business Day, the immediately following Business Day), subject to change in the sole and absolute discretion of the Rehabilitator.

1.405 Payment Guidelines.

The Payment guidelines attached to this Plan as Exhibit 1, or the LVM Payment Guidelines attached as Exhibit 2, as applicable.

1.41 Pending / Pending Claim.

A Claim (i) submitted in accordance with all of the requirements of this Plan and the Payment Guidelines, including without limitation, in the case of a Policy Claim, Sections 1.2, 1.3 and 1.4 of the Payment Guidelines; (ii) which is under evaluation by the Rehabilitator or the Management Services Provider; and (iii) which is not, or has not become, a Permitted Claim, a Disputed Claim, a Late Claim, a Duplicate Claim or a Disallowed Claim.

1.42 Permitted / Permitted Claim.

A Claim (other than a Late Claim, a Disputed Claim, a Pending Claim, a Duplicate Claim or a Disallowed Claim) submitted in compliance with the provisions of this Plan and the Payment Guidelines, and determined by the Rehabilitator or the Management Services Provider to be a matured, non-contingent due and payable obligation according to the provisions of the applicable Policy and/or any other underlying instrument(s) or contract(s) giving rise to or governing such Claim. Permitted Claims shall not include any Claim in respect of (i) any interest on such Claim to the extent accruing or maturing on or after the Petition Date, (ii) punitive, consequential, special or exemplary damages, (iii) any fine, penalty, tax or forfeiture, including, but not limited to, default or penalty interest purported to be imposed on the Claim or on the related Insured Obligation, if any, that would violate the Injunction, or (iv) in the sole and absolute discretion of the Rehabilitator, that portion of any loss for which indemnification is provided by other benefits or advantages recovered or recoverable by the Holder or any Beneficial Holder, including without limitation, any cash deposits, reserves or other defeasance or reinsurance instruments made available to such Holder or Beneficial Holder. In addition, a Permitted Claim shall not include any Claim in respect of which the Holder, or any party to the transaction relating thereto, is in violation of this Plan, the Injunction, the Payment Guidelines, or any other order of the Court relating to the Segregated Account.

1.43 Person.

An individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, an estate, a trust, an unincorporated organization, a government or any political subdivision thereof, or any other entity.

1.44 Petition Date.

March 24, 2010, the date on which OCI commenced the Proceeding.

1.45 Plan.

This Plan of Rehabilitation for the Segregated Account and all supplements and Exhibits hereto, as has been amended by the Amendments, and as the same may be further amended or modified as set forth herein and in accordance with the Act.

1.46 [DELETED]

1.47 Plan of Operation.

The Plan of Operation of the Segregated Account, as amended, modified and/or supplemented from time to time

1.48 Policy.

Any financial guaranty insurance policy, surety bond or other similar guarantee allocated to the Segregated Account pursuant to the Plan of Operation.

1.49 Policy Claim.

A Claim under a Policy or Policies in respect of an Insured Obligation (as identified by CUSIP, if any).

1.50 Proceeding.

The legal proceeding, currently styled as In the Matter of the Rehabilitation of: Segregated Account of Ambac Assurance Corporation, Case No. 10 CV 1576, pending in the Court.

1.51 Proof of Policy Claim Form.

The forms attached to the Payment Guidelines as Exhibits B to be used, as each is applicable, by the Holders of relevant Policy Claims to submit such Policy Claims to the Management Services Provider in accordance with the relevant Payment Guidelines, as such forms may be amended and/or supplemented from time to time in the sole and absolute discretion of the Rehabilitator.

1.52 Rehabilitation Order.

The Order for Rehabilitation entered in the Proceeding on March 24, 2010.

1.53 Rehabilitator.

The Commissioner, as the court-appointed rehabilitator of the Segregated Account.

1.54 Reinsurance Agreement.

The Aggregate Excess of Loss Reinsurance Agreement between the Segregated Account and AAC, entered into as of the Petition Date, as amended, modified or supplemented from time to time.

1.55 [DELETED]

1.56 Secured Note.

The Secured Note issued by AAC to the Segregated Account on the Petition Date, as amended, modified or supplemented from time to time.

1.57 [DELETED]

1.58 Segregated Account.

The Segregated Account of Ambac Assurance Corporation, established pursuant to the Plan of Operation in accordance with Wis. Stat. § 611.24(2).

1.59 Segregated Account Operational Documents.

The documents and agreements pertaining to the establishment and operation of the Segregated Account, including, but not limited to, the Plan of Operation, the Secured Note, the Reinsurance Agreement, the Management Services Agreement and the Cooperation Agreement, each as amended, modified or supplemented from time to time.

1.60 Special Deputy Commissioner.

The Special Deputy Commissioner of the Segregated Account appointed by the Rehabilitation Order.

1.61 Special Policy Payment.

“Special Policy Payment” shall have the meaning given to such term in the Payment Guidelines.

1.62 Supplemental Payment.

“Supplemental Payment” shall have the meaning given to such term in the Payment Guidelines.

1.621 Surplus Notes.

Any surplus notes issued by the Segregated Account, other than the Junior Surplus Notes.

1.623 Transaction Documents.

Any agreements relating to Policies, including any credit derivative transaction agreements (including credit default swaps), interest rate or currency rate swap agreements, basis swap agreements, total return swap agreements, indentures, trust deeds, collateral management or administration agreements, credit or loan agreements,

residential mortgage-backed security transaction documents, guarantee investment certificates, custodial account agreements, note purchase agreements, or other financing or transaction documents of any kind. Transaction Documents shall also include any contracts with ACP, Ambac Conduit Funding, LLC, Juneau Investments, LLC, or Aleutian Investments, LLC.

1.625 Trustee.

A Holder acting in its capacity as trustee and/or agent on behalf of and for the benefit of Beneficial Holders.

1.627 Undercollateralization/Undercollateralized.

With respect to any transaction, the amount by which the outstanding principal balance of all Insured Obligations relating to such transaction exceeds the outstanding principal balance of the collateral securing all such Insured Obligations.

1.63 Website.

The website established by the Rehabilitator for policyholders at www.ambacpolicyholders.com , which makes available for viewing and download the key documents described herein and in the Disclosure Statement, including, but not limited to, this Plan and the Segregated Account Operational Documents.

1.64 Wis. Stat. § ___.

The Wisconsin Statutes (2011-12), as amended.

1.65 Write Down Transaction.

Any transaction for which the Transaction Documents require the outstanding principal balance of the Insured Obligations to be reduced as a result of the allocation of realized losses to such Insured Obligations.

ARTICLE 2

TREATMENT OF CLAIMS GENERALLY

2.01 Administrative Claims.

Unless the Court or the Rehabilitator (in his sole and absolute discretion) has permitted an Alternative Resolution in accordance with Section 3.06 of this Plan, each Holder of a Permitted Administrative Claim shall receive, in full satisfaction of such Permitted Administrative Claim, Cash equal to the amount of such Permitted Administrative Claim, in accordance with the procedures set forth in Section 4.03 below.

2.02 Policy Claims.

Unless the Court or the Rehabilitator (in his sole and absolute discretion) has permitted an Alternative Resolution in accordance with Section 3.06 of this Plan, or the Holder of a Permitted Policy Claim has already received an Interim Payment in respect of such Permitted Policy Claim pursuant to the Interim Cash Payment Rules as contemplated by the Payment Guidelines, each Holder of a Permitted Policy Claim shall receive an Interim Payment in respect of such Permitted Policy Claim as provided in the Payment Guidelines. In addition, the Rehabilitator shall cause the Segregated Account to establish a Deferred Amount for each Policy in respect of which an Interim Payment has been made, or in the case of a Policy that insures multiple Insured Obligations, for each Insured Obligation insured by such Policy in respect of which an Interim Payment has been made, as set forth in the Payment Guidelines. Deferred Amounts shall accrete at the Accretion Rate subject to, and in accordance with, the Payment Guidelines. The Rehabilitator may, in his sole and absolute discretion, make Deferred Payments in respect of each Deferred Amount and/or increase the Interim Payment Percentage from time to time in accordance with the Payment Guidelines.

2.03 General Claims.

Unless the Court or the Rehabilitator (in his sole and absolute discretion) has permitted an Alternative Resolution in accordance with Section 3.06 of this Plan, the Rehabilitator shall cause the Segregated Account to establish a Junior Deferred Amount with respect to each Permitted General Claim in accordance with the Payment Guidelines. Junior Deferred Amounts shall accrete at the Accretion Rate, as set forth in the Payment Guidelines. The Rehabilitator may, in his sole and absolute discretion, make Junior Deferred Payments in accordance with the Payment Guidelines.

2.04 Reconciliation of Deferred Loss Amounts.

On a semi-annual basis, in accordance with the procedure set forth in the Payment Guidelines, the Management Services Provider, the Rehabilitator and the Holders of any outstanding Deferred Amounts, including those acting in their capacity as Trustee, shall reconcile the Deferred Loss Amounts relating to such Permitted Policy Claims. Such Holders, and their paying agent or calculating agent, as applicable, shall fully cooperate with the Management Services Provider and the Rehabilitator to complete the Reconciliations, including, without limitation, by providing any information and/or further supporting documentation reasonably requested by the Management Services Provider or the Rehabilitator. All Reconciliation Notices issued by the Management Services Provider are final unless the Holder disputes the Reconciliation Notice in accordance with the procedure set forth in the Payment Guidelines. The Management Services Provider or the Rehabilitator may withhold a Permitted Policy Claim Holder’s Reconciliation Notice, Deferred Payment, or any other Payment if the Management Service Provider does not receive the additional information to facilitate the Reconciliations as contemplated by this Section 2.04, or if such Holder, paying agent or calculating agent, as applicable, is in violation of this Plan, the Injunction, the Payment Guidelines, or any other order of the Court relating to the Segregated Account.

2.05 Surplus Notes and Junior Surplus Notes.

On or about the Deferred Payment Date when any Deferred Payment or Junior Deferred Payment is made, the Segregated Account shall pay the holder of each outstanding Surplus Note or Junior Surplus Note, as applicable, an amount equal to the product of (i) the Deferred Payment Percentage or Junior Deferred Payment Percentage applicable to such Deferred Payment or Junior Deferred Payment and (ii) the sum of the principal and accrued but unpaid interest outstanding, as of the immediately preceding Reconciliation Date, under each such Surplus Note or Junior Surplus Note. Any such payment shall be applied in accordance with the terms of the Surplus Notes and any applicable fiscal agency agreement, and shall be deemed approved by OCI in accordance with Wis. Stat. § 611.33(2)(d).

ARTICLE 3

MEANS FOR IMPLEMENTATION OF PLAN

3.01 Continued Existence of the Segregated Account.

The Segregated Account will continue to exist after the Effective Date with all the powers under applicable law, without prejudice to any right to terminate such existence under applicable law after the Effective Date. The Segregated Account Operational Documents shall remain in full force and effect according to their respective terms after the Effective Date, until terminated in accordance with their respective terms.

3.02 Rehabilitator.

The Commissioner shall remain the appointed Rehabilitator of the Segregated Account. Any successor(s) to the Commissioner shall automatically assume this appointment as Rehabilitator of the Segregated Account, with all the powers and duties described herein. The Rehabilitator shall have the full powers and authority granted pursuant to Wis. Stat. §§ 645.33 to 645.35 and all other applicable laws as are reasonable and necessary to fulfill the duties and responsibilities under the Rehabilitation Order and this Plan, and the Payment Guidelines, including, but not limited to, the power and authority to interpret the terms and conditions of this Plan and the Payment Guidelines in order to carry out the purposes and effects of this Plan and the Payment Guidelines. In furtherance thereof, the Rehabilitator has the authority to issue to all interested Persons guidelines or further directions as may be necessary or appropriate from time to time in his sole and absolute discretion in order to carry out the purposes and effects of this Plan and the Payment Guidelines.

3.03 Special Deputy Commissioner.

The Special Deputy Commissioner and any successor appointed by the Rehabilitator pursuant to Wis. Stat. § 645.33 for the purposes of carrying out the rehabilitation shall have all of the powers of the Rehabilitator under Wis. Stat. §§ 645.33 to 645.35 and all other applicable laws as are reasonable and necessary to fulfill such duties and responsibilities as are set forth in the Rehabilitation Order and this Plan and the Payment Guidelines.

3.04 Management Services Provider.

Subject to the oversight of the Rehabilitator and the Special Deputy Commissioner, the Management Services Provider shall continue to manage the Segregated Account pursuant to the terms of the Management Services Agreement and the Cooperation Agreement.

3.05 Administration of this Plan.

After the Effective Date, the Management Services Provider shall perform those responsibilities, duties, and obligations set forth in this Plan and the Payment Guidelines on behalf of the Segregated Account. To the extent that the manner of performance is not specified in this Plan, the Payment Guidelines, the Management Services Agreement, the Cooperation Agreement, or any guidelines issued by the Rehabilitator or the Special Deputy Commissioner under any of the foregoing, the Management Services Provider shall have the discretion to carry out and perform all other obligations or duties imposed on it by this Plan, the Payment Guidelines or by law in any manner it so chooses, as long as such performance is consistent with the purposes and effects of this Plan and the Payment Guidelines, as determined by the Rehabilitator in his sole and absolute discretion.

3.06 Alternative Resolutions of Claims.

Nothing in this Plan shall limit the ability of the Rehabilitator to resolve any Claim through the arrangement, negotiation, effectuation and execution of an amendment, restructuring, refinancing, purchase, repurchase, termination, settlement, commutation, tender, synthetic commutation or tear-up, or any similar transaction that results in the extinguishment or reduction of the Segregated Account’s liability, in respect of, as applicable, (i) all or part of the Policy or Policies, (ii) all or part of the underlying Insured Obligation or (iii) the underlying instrument, contract or arrangement, if any, giving rise to such Claim (each, as applicable, an “Alternative Resolution”), subject to the following requirements:

(a) each Alternative Resolution must not violate the law and must be equitable to the interests of the Holders of Policy Claims generally, as determined in the sole and absolute discretion of the Rehabilitator; and

(b) the Rehabilitator shall obtain the approval of this Court prior to effectuating any Alternative Resolution that involves the payment of Cash by the Segregated Account in excess of $50 million.

3.07 Paying Agent.

On or after the Effective Date, the Segregated Account may, in the sole and absolute discretion of the Rehabilitator and without Court approval, elect to retain one or more Paying Agents for the purpose of making Deferred Payments under this Plan. Any such Paying Agent retained by the Segregated Account shall serve on the terms and conditions and at the rates set forth in the parties’ written engagement agreement. A Paying Agent’s duties shall include, without limitation, those set forth in Sections 2.10 and 2.11 of the Payment Guidelines.

ARTICLE 4

PROCEDURES GOVERNING SUBMISSION OF CLAIMS AND PAYMENTS

4.01 Claims Administration.

Pursuant to the Management Services Agreement, the Rehabilitator has engaged the Management Services Provider to assist him and the Segregated Account in processing all Claims. Subject to the oversight and control of the Special Deputy Commissioner and the Rehabilitator, the Management Services Provider is responsible for administering, disputing, objecting to, compromising or otherwise resolving all Claims in accordance with this Plan,

the Payment Guidelines, and the Segregated Account Operational Documents, together with any other rules or guidelines issued by the Rehabilitator or the Special Deputy Commissioner under any of the foregoing, all existing orders of the Court and the specific directions of the Rehabilitator or the Special Deputy Commissioner.

4.02 Payments in Respect of Permitted Claims and Surplus Notes.

The Management Services Provider shall, on behalf of the Segregated Account, demand payment from AAC pursuant to Section 1(a) of the Secured Note in the amount of Cash to be paid in connection with any Payment and any payments made on account of Surplus Notes or Junior Surplus Notes as provided in Section 2.05 of this Plan. In the event that the Secured Note has been fully drawn, the Management Services Provider shall, on behalf of the Segregated Account, as applicable, render the Monthly Account (as defined in the Reinsurance Agreement) to AAC as reinsurer pursuant to Section 1.05 of the Reinsurance Agreement or demand payment from AAC pursuant to Section 4.02 of the Cooperation Agreement, in each case in the amount of Cash to be paid in connection with any Payment and any payments made on account of Surplus Notes or Junior Surplus Notes. Unless the Court or the Rehabilitator permits an Alternative Resolution of a Claim for non-Cash consideration (in whole or in part) in accordance with Section 3.06 of this Plan, all Payments shall be made in Cash.

4.03 Administrative Claims.

(a) Submission of Administrative Claims. The Holder of an Administrative Claim shall submit its Administrative Claim to the Management Services Provider or, if directed by the Rehabilitator, to the Rehabilitator, in the same manner as such Holder would submit such Administrative Claim in the ordinary course of business, and in accordance with, and including such information as is required by, the provisions of the underlying instrument(s), contract(s) or arrangement(s) giving rise to such Administrative Claim, if any. Each such Administrative Claim submitted in accordance with this Section shall be referred to as a Pending Administrative Claim.

(b) Evaluation of Pending Administrative Claims. The Management Services Provider or, in his sole and absolute discretion, the Rehabilitator shall evaluate each Pending Administrative Claim to determine whether such Pending Administrative Claim is a Permitted Claim or whether an Objection should be raised as to such Administrative Claim in accordance with the Payment Guidelines. The Management Services Provider or the Rehabilitator may ask any Holder to supplement its Pending Administrative Claim with further supporting documentation in order to evaluate such Pending Administrative Claim. Upon the determination by the Management Services Provider or the Rehabilitator that a Pending Administrative Claim constitutes a Permitted Claim, such Administrative Claim shall be considered a Permitted Administrative Claim.

(c) Payment of Administrative Claims. The Segregated Account shall make a Payment to each Holder of a Permitted Administrative Claim, in accordance with normal business practices and in complete satisfaction of such Permitted Administrative Claim, in an amount equal to the dollar amount of such Permitted Administrative Claim. Notwithstanding the foregoing, the Management Services Provider may, in its discretion, allow Payments of Permitted Administrative Claims to be made directly by AAC, and such amount shall be deemed to have been paid by the Segregated Account.

4.04 Policy Claims.

Policy Claims shall be submitted, Permitted or Disputed, and Deferred Amounts shall be established, and, in each case, paid as appropriate, according to the procedures set forth in the Payment Guidelines. Holders acting in their capacity as Trustees shall permit, and provide any authorization or direction (but not indemnification) needed for, the Segregated Account, AAC, any Paying Agent and/or DTC to make, process and/or accept any Payments (including, without limitation, Accretion Amounts) as contemplated by the Payment Guidelines.

4.05 General Claims.

General Claims shall be submitted, Permitted and/or Disputed, and Junior Deferred Amounts shall be established and paid as appropriate, according to the procedures set forth in the Payment Guidelines.

4.06 Disputed Claims.

The Rehabilitator or the Management Services Provider may raise an Objection to any portion of, or any, Pending Claim as provided in the Payment Guidelines. All Objections are final, and the Claim or the portion thereof in respect of which the Rehabilitator or the Management Services Provider has raised an Objection, as applicable, shall become a Disallowed Claim without order of the Court and no further dispute resolution shall be permitted, unless the Holder of such Disputed Claim follows the dispute resolution procedures set forth in the Payment Guidelines. Upon final determination in accordance with this Plan or the Interim Cash Payment Rules that a Claim is a Disallowed Claim, such determination shall effect a full and complete release and termination of any liabilities, duties, obligations, Liens, other claims, interests, or encumbrances upon the Segregated Account and AAC with respect to such Disallowed Claim.

4.07 Setoffs.

As provided in the Payment Guidelines, the Rehabilitator may set off in whole or in part against Permitted Claims, any Payment, Deferred Amount, Junior Deferred Amount, or any other amount established, paid or payable by or on behalf of the Segregated Account on account of a Permitted Claim.

4.08 Recoveries on Policy Claims.

Notwithstanding the Proceeding, any provisions of the Interim Cash Payment Rules, the Payment Guidelines, this Plan, the Disclosure Statement and/or any amendments and/or or supplements thereto, the Segregated Account shall be entitled, in the Rehabilitator’s sole and absolute discretion, to reduce its obligations under this Plan to the Holders of Permitted Policy Claims by any Recovery Amounts attributable to such Holders or the relevant Insured Obligations, whether by: (i) reducing the amount of any Payments to such Holders; (ii) reducing the Deferred Amount(s) established for such Holders; or (iii) if the applicable Transaction Documents so provide, reducing the current month’s Claim under such Policy. No Holder, Trustee or Beneficial Holder may apply a Recovery Amount in a manner inconsistent with the determination by the Segregated Account pursuant to this Section 4.08 or the Payment Guidelines.

4.09 Reimbursements on Policy Claims.

Notwithstanding the Proceeding, any provisions of the Interim Cash Payment Rules, the Payment Guidelines, this Plan, the Disclosure Statement and/or any amendments and/or supplements thereto, unless waived in writing by the Management Services Provider or the Rehabilitator (following consultation with AAC), AAC shall be entitled to collect any Reimbursement Amounts that it becomes, or is, entitled to receive under the Transaction Documents in relation to any: (i) payments made prior to the Petition Date pursuant to, and in accordance with, the applicable Policy and any related Transaction Documents; (ii) payments made according to the Interim Cash Payment Rules; (iii) Payments made (other than Accretion Amounts); and (iv) other amounts paid by or on behalf of the Segregated Account in respect of an Insured Obligation, and in any case where such payment is made by a Person other than AAC, then in each such case as if AAC had paid such amount under the relevant Policy to the Holder directly.

4.10 Subsequent Adjustments.

If the Rehabilitator or the Management Services Provider determines that any amount of the Cash received by the Holder of a Permitted Claim as a Payment, a payment under the Interim Cash Payment Rules, or any other amount paid by or on behalf of the Segregated Account in respect of a particular Insured Obligation was incorrect, the Rehabilitator or the Management Services Provider may, as necessary to account for such error: (i) recoup from the Holder the amount of such Payments or other amounts paid by the Segregated Account; (ii) adjust the amount of the Cash paid in respect of the relevant Insured Obligation in one or more subsequent Payments of other Permitted Claims; or (iii) reduce the Holder’s then applicable Deferred Amount or Junior Deferred Amount for the relevant Insured Obligation, by following the procedure set forth in the Payment Guidelines. All Subsequent Adjustments are final and no further dispute resolution shall be permitted, unless the Holder of such Permitted Claim follows the dispute resolution procedures set forth in the Payment Guidelines.

4.11 Terminated Trusts.

Notwithstanding the terms of any Transaction Documents to the contrary, at no time throughout the effective duration of this Plan shall any Trustee acting on behalf of and for the benefit of Beneficial Holders, or any other person, be permitted to terminate the trust or an indenture relating to a Policy, or to extinguish or retire, or cause

to be extinguished, retired, or terminated, any Insured Obligation insured by such Policy in respect of which a Deferred Amount is continuing, without the express, written consent of AAC and the Rehabilitator. If the terms of the Transaction Documents at any time permit termination, extinguishment or retirement of an Insured Obligation or a trust or indenture, then in such event the Trustee shall, at its election, either (a) continue to serve as Trustee on the same terms and conditions set forth in the Transaction Documents but at rates authorized by the Rehabilitator, or (b) assign all of its rights and obligations under such Transaction Documents to a trustee/agent designated by the Rehabilitator. Where possible, upon termination, extinguishment or retirement of an Insured Obligation or a trust or indenture, it is not the intention of the Rehabilitator to continue the services required of a Trustee beyond those services necessary to effectuate this Plan, including, but not limited to, the effectuation of Recovery Amounts, Reimbursement Amounts, Reconciliations, Payments and Deferred Payments.

ARTICLE 5

EFFECTIVENESS

5.01 Effective Date.

The Effective Date of this Plan shall be the first Business Day after the Court enters an order approving the Amendments.

5.02 Notification of Effective Date.

On the Effective Date, or as soon as reasonably practicable thereafter, the Rehabilitator shall post a notice to the Website advising of the Effective Date of this Plan.

ARTICLE 6

RETENTION OF JURISDICTION

6.01 Retention of Jurisdiction.

Following the Effective Date, the Court shall retain exclusive jurisdiction over this Proceeding in accordance with the Act to ensure that the purposes and intent of this Plan and the Payment Guidelines are carried out. Without limiting the generality of the foregoing, and except as otherwise provided in this Plan or the Payment Guidelines, the Court shall also expressly retain exclusive jurisdiction:

(a) to hear and determine Objections to Disputed Claims and disputes relating to Reconciliation Notices and/or Subsequent Adjustments;

(b) to hear, determine and enforce causes of action that may exist by or against the Segregated Account or by or against the General Account or AAC or the Management Services Provider in regards to the Segregated Account;

(d) to enter such orders and injunctions as are necessary to enforce the respective title, rights, and powers of the Segregated Account, the terms of this Plan and the Payment Guidelines, and to impose such limitations, restrictions, terms, and conditions on such title, rights, and powers as the Court may deem necessary;

(e) to enter an order closing the Proceeding;

(f) to correct any defect, cure any omission, or reconcile any inconsistency in this Plan, the Payment Guidelines, or in any order of the Court as may be necessary to implement the purposes and intent of this Plan and the Payment Guidelines;

(g) to determine any motions, applications, and other contested matters that may be pending on the Effective Date;

(h) to consider any amendment or modification of this Plan or any documents related to this Plan;

(i) to determine controversies, suits, and disputes that may arise in connection with the interpretation, enforcement, or consummation of this Plan or the Payment Guidelines;

(j) to consider and act on the compromise and settlement of any Claim against or cause of action by or against the Segregated Account or in relation to Policies and other liabilities allocated to the Segregated Account arising under or in connection with this Plan;

(k) to determine such other matters or proceedings as may be provided for under the Act, this Plan, or in any order or orders of the Court, including, but not limited to, the Confirmation Order or any order that may arise in connection with this Plan, the Proceeding, or the Confirmation Order; and

(l) to interpret and enforce, and determine questions and disputes regarding, the injunctions, releases, exculpations, and indemnifications provided for or set forth in this Plan or the Confirmation Order.

ARTICLE 7

ANNUAL REPORTS TO COURT

7.01 Annual Reports.

No later than June 1 of each year, the Rehabilitator shall file a report with the Court advising the Court on the status of the rehabilitation of the Segregated Account. Such report shall:

(a) provide an updated financial analysis showing the estimated liabilities and available claims paying resources of the Segregated Account;

(b) update the Court on the status of the run-off and/or settlement of the liabilities allocated to the Segregated Account;

(d) provide such other information as is required by law, requested by the Court or deemed appropriate by the Rehabilitator.

ARTICLE 8

INJUNCTION

8.01 Injunction.

Other than as expressly provided for in this Plan, all Holders of Claims are precluded from asserting against the Segregated Account, the General Account, AAC, any Paying Agent or their respective successors or property or any of their respective current or former members, shareholders, affiliates, officers, directors, employees or agents, any Claims, obligations, rights, causes of action or liabilities, based upon any act, omission, transaction, or other activity of any kind or nature, made in connection with, or arising out of, the Segregated Account, AAC or the General Account with respect to the Segregated Account, the Proceeding, this Plan (and the Confirmation Order related hereto), the Interim Cash Payment Rules, the Payment Guidelines, the consummation of this Plan, or the administration of this Plan or the property to be distributed under this Plan, other than claims of intentional fraud or willful misconduct. Except as otherwise expressly provided in this Plan, and except as otherwise agreed by the Rehabilitator and the Management Services Provider, all Holders of Claims shall be permanently barred and enjoined from asserting against the Segregated Account, the General Account or AAC, or their respective successors or property or any of their respective current or former members, shareholders, affiliates, officers, directors, employees or agents, any of the following actions on account of such Claim: (i) commencing or continuing in any manner any action or other proceeding on account of such Claim, or the property to be distributed under the terms of this Plan, other than to enforce any right to a Payment to such Holders under this Plan, the Interim Cash Payment Rules, and/or the Payment Guidelines; (ii) enforcing, attaching,

collecting, or recovering in any manner any judgment, award, decree, or order against the Segregated Account, the General Account or AAC or any of the property to be distributed under the terms of this Plan, the Interim Cash Payment Rules and/or the Payment Guidelines, other than as permitted under sub-paragraph (i) above; (iii) creating, perfecting, or enforcing any Lien or other encumbrance against property of the Segregated Account, the General Account or AAC, or any property to be distributed under the terms of this Plan; (iv) asserting any right of setoff, subrogation, or recoupment of any kind, directly or indirectly, against any obligation due to the Segregated Account, the General Account or AAC, or any property of the Segregated Account, the General Account or AAC, or any direct or indirect transferee of any property of, or successor in interest to, the Segregated Account, the General Account or AAC as prohibited by Wis. Stat. § 645.56; and (v) acting or proceeding in any manner, in any place whatsoever, that does not conform to, or comply with, the provisions of this Plan.

8.02 Indemnification and Injunction With Regard to Holders and Sub-Trustee/Agents.

Each Holder acting on its own behalf or acting in its capacity as Trustee, and any party to the Transaction Documents assigned or delegated in whole or in part duties relating to submitting or processing payment of Policy Claims under the related Transaction Documents (each a “Sub-Trustee/Agent”), shall submit any claim for payment under such Policy in accordance with the provisions of the Plan and the Payment Guidelines by completing and submitting the Proof of Policy Claim Form in full (in the form approved by the Rehabilitator). Actions taken in compliance with the Plan and the Payment Guidelines by any such Holder or Sub-Trustee/Agent shall not be deemed to be a violation of any provision in, or duty arising out of, the applicable Policy or related Transaction Documents. The Segregated Account shall indemnify any such Holder acting in its capacity as Trustee and any such Sub-Trustee/Agent, and any Paying Agent retained by the Segregated Account hereunder (each an “Indemnified Party”) for any reasonable and documented out-of-pocket losses and costs, including reasonable attorney fees, incurred in defending any lawsuit, action, or similar formal legal proceeding arising out of their compliance with the Plan and the Payment Guidelines (excluding losses and costs resulting from the negligence, gross negligence or other misconduct of such Indemnified Parties, provided, however, that for purposes of this indemnity, compliance with the Plan and the Payment Guidelines shall not be deemed to constitute negligence, gross negligence, or misconduct) (each a “Third Party Liability”), provided (a) no amounts shall be payable by the Segregated Account to any Indemnified Party to the extent that the same shall be reimbursable to them under or pursuant to the Transaction Documents and (b) any Indemnified Party making a claim for indemnification shall have used its best efforts to cause any such lawsuit, action or similar formal legal proceeding to be brought before the Court as part of this Proceeding.

Any indemnification obligation of the Segregated Account under this provision shall further be subject to the following: promptly upon receipt by any Indemnified Party of notice of any claim or of the commencement or threatened commencement of any action against the Indemnified Party which may constitute a Third-Party Liability, such Indemnified Party will cause notice to be given to the Segregated Account in writing of such claim or such commencement or threatened commencement of action or proceeding, together with a copy of any documents received by the Indemnified Party in connection therewith. In the event that any such claim or action shall be asserted against an Indemnified Party, the Indemnified Party shall consent to the intervention by the Segregated Account in any such suit in order to defend against said claim and/or shall tender to the Segregated Account control of the defense and settlement of such claim or action, and shall cooperate with the Segregated Account in such defense and settlement. The Segregated Account shall at all times have the right to employ counsel to represent both the Indemnified Party and the Segregated Account in any claim or action or proceeding, whether or not the Segregated Account has requested intervention or tender of control; provided that in the event the Segregated Account’s counsel or the Indemnified Party’s counsel determines that there is a legal conflict of interest between the Segregated Account and such Indemnified Party, and neither the Segregated Account nor such Indemnified Party is willing to waive such conflict, then such Indemnified Party shall be entitled to retain one separate counsel, acceptable to the Segregated Account. Until the Segregated Account requests the control of the defense and settlement of such claim or action or unless the Segregated Account has otherwise employed counsel to represent both the Segregated Account and such Indemnified Party, such Indemnified Party shall have the right to employ its own counsel with respect to such lawsuit, action or similar formal legal proceeding, whose reasonable fees and expenses shall be Third-Party Liabilities (provided that the Segregated Account shall in no event be liable for the legal fees and expenses of more than one firm). Such Indemnified Party giving notice and, if requested, tendering defense of the lawsuit or action required by this paragraph are conditions to the Segregated Account’s indemnification obligations hereunder. Further, the Segregated Account shall have no liability for any settlement of any lawsuit or action for which the Segregated Account otherwise agrees herein to indemnify an

Indemnified Party unless written notice of such proposed settlement shall have been furnished to the Segregated Account, and the Segregated Account in its sole discretion shall have consented in writing to such settlement.

All persons and entities are enjoined and restrained from commencing or prosecuting any actions, claims, lawsuits or other formal legal proceedings in any state, federal or foreign court, administrative body or other tribunal other than the Court against: (i) any Trustee in respect of such Trustee’s compliance with the Plan and the Payment Guidelines; (ii) any Sub-Trustee/Agent, in respect of such Sub-Trustee Agent’s compliance with the Plan and the Payment Guidelines; and/or (iii) any Paying Agent, in respect of such Paying Agent’s compliance with the Plan and the Payment Guidelines. The Court shall have exclusive jurisdiction over such actions, claims, or lawsuits, which must be raised by motion or other filing in the Proceeding.

ARTICLE 9

IMMUNITY AND INDEMNIFICATION OF THE REHABILITATOR,
EMPLOYEES, AND CONSULTANTS

9.01 Beneficiaries of Immunity and Indemnification.

The following Persons are entitled to protection under this part of this Plan: OCI, the Rehabilitator, the Special Deputy Commissioner, the Segregated Account, AAC and the General Account, the Management Services Provider, and any Paying Agent retained by the Rehabilitator pursuant to the Plan, and each of their respective current and former members, shareholders, affiliates, officers, directors, employees and agents (including any attorneys, financial advisors, investment bankers, consultants and other professionals retained by such Persons, and any other advisors or experts with whom OCI, the Rehabilitator or the Special Deputy Commissioner consults, as contemplated by Wis. Stat. § 645.33(3)).

9.02 Immunity and Indemnification.

All Persons identified in Section 9.01 shall have official immunity and shall be immune from suit and liability, both personally and in their official capacities, for any act or omission made in connection with, or arising out of, the Segregated Account, AAC or the General Account with respect to the Segregated Account, the Proceeding, this Plan (and the Confirmation Order related hereto), the Interim Cash Payment Rules, the Payment Guidelines, the consummation of this Plan, or the administration of this Plan or the property to be distributed under this Plan, whether prior to or following the commencement of the Proceeding, with the sole exception of acts or omissions resulting from intentional fraud or willful misconduct as determined by a Final Order and, in all respects, such Persons shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities, if any, under this Plan. If any legal action is commenced against any Person identified in Section 9.01, whether against that Person personally or in an official capacity, alleging property damage, property loss, personal injury or other civil liability caused by or resulting from any act or omission made in connection with, or arising out of, the Segregated Account, AAC or the General Account with respect to the Segregated Account, the Proceeding, this Plan (and the Confirmation Order related hereto), the consummation of this Plan, or the administration of this Plan or the property to be distributed under this Plan, that Person shall be indemnified by the Segregated Account for all expenses, attorney’s fees, judgments, settlements, decrees or amounts due and owing or paid in satisfaction of or incurred in the defense of such legal action, unless it is determined by a Final Order that the alleged act or omission was caused by intentional fraud or willful misconduct. Any indemnification for expense payments, judgments, settlements, decrees, attorneys’ fees, surety bond premiums or other amounts paid or to be paid by the Segregated Account pursuant to this part of this Plan shall be considered a Permitted Administrative Claim. Nothing contained in or implied by this part of this Plan shall operate, or be construed or applied to deprive any Person identified in Section 9.01 of any immunity, indemnity, benefits of law, rights or any defense otherwise available.

ARTICLE 10

GENERAL PROVISIONS

10.01 Governing Law.

The rights and obligations arising under this Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Wisconsin, without giving effect to the principles of conflicts of law thereof.

10.02 Prior Orders and Agreements.

Unless modified by this Plan, the Amendments, or the Payment Guidelines, the prior orders of this Court shall remain in full force and effect throughout the period of administration of this Plan. These orders include, without limitation, the Rehabilitation Order and the Injunction. Nothing in this Plan alters prior agreements or arrangements approved by the Rehabilitator with respect to the Segregated Account or any liability in respect of any Policy or other liability allocated to the Segregated Account.

10.03 Revocation or Withdrawal of this Plan.

The Rehabilitator reserves the right to revoke or withdraw this Plan prior to the Effective Date. If the Rehabilitator so revokes or withdraws this Plan, then this Plan shall be null and void and, in such event, nothing contained herein shall be deemed to constitute a waiver or release of any Claims by or against the Segregated Account or any other Person, or to prejudice in any manner the rights of the Segregated Account or any other Person in any further proceedings involving the Segregated Account.

10.04 Amendment and Modification of this Plan.

The Rehabilitator may seek the approval of the Court to alter, amend, or modify this Plan with such notice and hearing as the Court prescribes pursuant to Wis. Stat. § 645.33(5).

10.05 Termination of Rehabilitation.

The Rehabilitator may at any time petition the Court for an order terminating the rehabilitation of the Segregated Account if rehabilitation has been accomplished and the grounds for rehabilitation no longer exist.

10.055 Limitation of Recovery.

Other than in respect of Accretion Amounts, nothing in this Plan or the Payment Guidelines shall cause to inure to the benefit of any Holder of a Policy Claim any greater right than that which would have existed were the Segregated Account not in rehabilitation.

10.06 Successors and Assigns.

The rights, benefits, and obligations of any Person named or referred to in this Plan shall be binding upon, and shall inure to the benefit of, the heirs, executors, administrators, successors, or assigns of such Person.

10.07 Rules of Interpretation.

For purposes of this Plan: (i) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (ii) any reference in this Plan to a contract, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (iii) any reference in this Plan to an existing document or Exhibit filed, or to be filed, shall mean such document or Exhibit, as it may have been or may be amended, modified, or supplemented in accordance with its terms; (iv) unless otherwise specified, all references in this Plan to Sections and Articles are references to Sections and Articles of this Plan; (v) the words “herein” and “hereto” refer to this Plan in its entirety rather than to a particular portion of this Plan; and (vi) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Plan.

10.08 Implementation.

The Rehabilitator and Management Services Provider shall take all steps, and execute all documents including appropriate releases, necessary to effectuate the provisions contained in this Plan.

10.09 Inconsistency.

In the event of any inconsistency between this Plan and the Disclosure Statement, the provisions of this Plan shall govern. With respect to making Payments on Permitted Claims, the Payment Guidelines shall supersede any inconsistent provisions of the Plan, the Interim Cash Payment Rules or the Disclosure Statement that provide or impose rules, procedures, guidelines and/or obligations for, or on, any Person for the submission to and the evaluation, processing and payment of Claims by the Segregated Account.

10.10 No Admissions.

Notwithstanding anything herein to the contrary, nothing contained in this Plan shall be deemed an admission by any Person with respect to any matter set forth herein.

10.11 Filing of Additional Documents.

On or before the Effective Date, the Rehabilitator may file with the Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of this Plan.

10.12 Returned Payments.

In the event that a Holder (including any Holder acting in its capacity as Trustee) rejects or returns a Payment to the Management Services Provider (other than for clerical or administrative error), the Segregated Account, AAC or the Rehabilitator for any reason, the amount thereof shall revert to AAC, notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property laws, and the corresponding Claim of any such Holder to such Payment shall be released and forever barred, except in the sole and absolute discretion of the Rehabilitator.

10.13 Recognition of Statutory Accounting.

Given that the total amount of the Deferred Amount, including amounts attributable to Accretion Amounts, existing at a particular time represents the present value of the ultimate cost of settlement of the related Permitted Policy Claim hereunder, such Deferred Amount shall be recorded as a loss reserve in accordance with the NAIC Statements of Statutory Accounting Principles, subject to any further guidance from OCI.

Dated: June 12, 2014

By: __ /s/ Theodore K. Nickel _________

Theodore K. Nickel, Rehabilitator

EXHIBIT 1
PAYMENT GUIDELINES

PAYMENT GUIDELINES FOR PLAN OF REHABILITATION, AS AMENDED

Date: June 12, 2014

Issued by

the Rehabilitator and the Special Deputy Commissioner

of the Segregated Account of Ambac Assurance Corporation

On March 24, 2010, the Circuit Court for Dane County, Wisconsin (the “ Court ”) entered a rehabilitation order (the “ Rehabilitation Order ”), granting the petition of the Commissioner of Insurance of the State of Wisconsin to place the Segregated Account of Ambac Assurance Corporation (the “ Segregated Account ”) into rehabilitation and to appoint the Commissioner as the Rehabilitator for the Segregated Account (the “ Rehabilitator ”). On January 24, 2011, the Court issued an order confirming the Plan of Rehabilitation for the Segregated Account, which became effective, following the Amendments, on the Effective Date. Unless otherwise defined herein or in the Plan, capitalized terms used herein shall have the meanings specified in Exhibit A hereto. Such meanings shall be equally applicable to both the singular and plural forms of such terms, unless the context otherwise requires.

In order to facilitate an efficient and orderly process for the submission of Policy Claims and General Claims to the Segregated Account and the evaluation, processing, and payment of Claims by the Segregated Account pursuant to the Plan, the Rehabilitator hereby issues the following rules, procedures and guidelines (as may be amended, modified or supplemented from time to time pursuant to the terms hereof, the “ Payment Guidelines ”). These Payment Guidelines are being posted online at www.ambacpolicyholders.com , and shall be effective on the Effective Date. ¹

These Payment Guidelines replace and supersede the Guidelines under Plan of Rehabilitation (Claims Processing for Policy Claims) dated as of February 18, 2011, and the Rules Governing the Submission, Processing and Partial Payment of Policy Claims of the Segregated Account of Ambac Assurance Corporation in Accordance With June 4, 2012 Interim Cash Payment Order (the “ Interim Cash Payment Rules ”). These Payment Guidelines do not apply to payments relating to financial guaranty policy no. 17548BE, known as the “LVM Policy,” which shall be controlled by the LVM Payment Guidelines dated June 12, 2014, as amended and supplemented from time to time.

For illustration purposes, these Payment Guidelines are accompanied by a series of examples showing, as applicable, the disbursement of Interim Payments, the creation of Deferred Loss Amounts and Accretion Amounts, the reallocation of Deferred Loss Amounts, and the application of Recovery Amounts in three separate contexts: (i) Write Down Transactions; (ii) transactions affected by Undercollateralization; and (iii) Certain Multi-CUSIP Policies. The examples are attached hereto as Exhibits C, D, and E, respectively.

_____________________

¹ Unless otherwise defined herein or in the Plan, capitalized terms used herein shall have the meanings specified in Exhibit A hereto. Such meanings shall be equally applicable to both the singular and plural forms of such terms, unless the context otherwise requires.

ARTICLE I

Submission and Processing of Policy Claims

1.1 Policy Claims Administration. Pursuant to the Management Services Agreement, the Rehabilitator has engaged the Management Services Provider to assist him and the Segregated Account in processing all Policy Claims. Subject to the oversight and control of the Special Deputy Commissioner and the Rehabilitator, the Management Services Provider is responsible for administering, disputing, objecting to, compromising or otherwise resolving all Policy Claims in accordance with the Plan, these Payment Guidelines and the Segregated Account Operational Documents, together with any other rules or guidelines issued by the Rehabilitator or the Special Deputy Commissioner under any of the foregoing, all existing orders of the Court and the specific directions of the Rehabilitator or the Special Deputy Commissioner.

1.2 Submission of Policy Claims. Each Holder of a Policy Claim, whether acting on its own behalf or in its capacity as Trustee, including any Policy Claim arising prior to the Effective Date (but not already submitted to the Management Services Provider in accordance with the provisions of the Interim Cash Payment Rules), shall submit to the Management Services Provider (i) such Policy Claim in accordance with, and including such information as is required by, the provisions of the applicable Policy and any other Transaction Document(s) giving rise to or governing the submission of such Policy Claim, and (ii) a fully completed and duly executed Proof of Policy Claim Form in the form attached hereto as Exhibit B relating to such Policy Claim, including the Claim Schedule referred to therein. Each Holder shall submit all Policy Claims covered by the same Policy and for the same Claim Period on one Proof of Policy Claim Form (and Claim Schedule), and shall therein identify each Insured Obligation (by CUSIP, if any) to which each such Policy Claim relates, as required by the Claim Schedule relating to such Proof of Policy Claim Form. A separate Proof of Policy Claim Form and Claim Schedule shall be submitted for all Policy Claims relating to the same Policy for each Claim Period. Each such Policy Claim submitted in accordance with this Section and Section 1.3, and meeting the requirements of Section 1.4, shall be referred to as a Pending Policy Claim.

1.3 Timing for Submission of Policy Claims. A Holder shall not submit a Policy Claim any earlier than permitted under the relevant Policy or other Transaction Document giving rise to or governing the submission of such Policy Claim; provided however, that a Holder shall submit a Policy Claim in a timely manner such that it is determined not to be a Late Claim.

1.4 Pending Policy Claim. No Policy Claim shall become a Pending Policy Claim unless the Holder of such Policy Claim fully and properly complies with (i) the requirements of Sections 1.2 and 1.3 hereof, as applicable, (ii) the requirements of the Proof of Policy Claim Form (including the Claim Schedule referred to therein) with respect to such Policy Claim, and (iii) any other guidelines or further directions issued by the Rehabilitator from time to time.

1.5 Eligibility of Pending Policy Claims. No Policy Claim shall be eligible to be considered a Permitted Policy Claim on any Payment Date following the date of submission by the Holder (including the first Payment Date to occur after the Effective Date) unless it is a Pending Policy Claim on or prior to 5:00 p.m. (Eastern Time) on the last Business Day of the calendar month immediately preceding the calendar month in which such Payment Date occurs, unless the Rehabilitator determines otherwise in his sole and absolute discretion.

1.6 Evaluation of Pending Policy Claims. The Management Services Provider shall evaluate each Pending Policy Claim to determine whether the amount set forth in the Proof of Policy Claim Form is a Permitted Policy Claim or whether an Objection should be raised as to such Policy Claim in accordance with Section 4.1 hereof. The Management Services Provider may, from time to time, ask any Holder to supplement its Pending Policy Claim with further supporting documentation in order to evaluate and decide whether to Permit such Pending Policy Claim. Upon the determination by the Management Services Provider and the Rehabilitator that a Pending Policy Claim constitutes a Permitted Claim, such Policy Claim shall be considered a Permitted Policy Claim.

1.7 No Re-Submission of Policy Claims. Unless required or permitted by the Rehabilitator, the Segregated Account or the Management Services Provider, a Holder shall not submit a Policy Claim to the Management Services Provider more than once or in more than one Proof of Policy Claim Form, including without limitation, any

Policy Claim previously submitted by a Holder to the Management Services Provider or the Segregated Account in accordance with the Interim Cash Payment Rules. For the avoidance of doubt, unless required by the Rehabilitator, the Segregated Account or the Management Services Provider, a Holder may not submit a subsequent Proof of Policy Claim Form for any portion of a Permitted Policy Claim not satisfied pursuant to any Payment, or for any Pending Claim, Disputed Claim, Late Claim or Disallowed Claim.

1.8 No Duplicative Recovery. No Holder or Beneficial Holder of any securities insured by a Policy shall be entitled to receive consideration (whether from Payments, Recovery Amounts or other amounts received from any other source) on account of its Permitted Policy Claim that exceeds 100% of the amount of such Permitted Policy Claim, other than Accretion Amounts.

ARTICLE II

Payments on Permitted Policy Claims

2.1 Interim Payments. Each Holder of a Permitted Policy Claim shall receive an Interim Payment unless (i) the Court or the Rehabilitator (in his sole and absolute discretion) has permitted an Alternative Resolution of such Permitted Policy Claim, or (ii) the Holder already received an Interim Payment in respect of such Permitted Policy Claim pursuant to the Interim Cash Payment Rules, as contemplated by Section 2.18 of these Payment Guidelines.

2.2 Procedure for Interim Payments. If the Management Services Provider, the Rehabilitator or the Court has determined that a Pending Policy Claim constitutes a Permitted Policy Claim, the Segregated Account shall pay to the Holder of such Permitted Policy Claim an Interim Payment in Cash. Any Interim Payment in respect of a Permitted Policy Claim shall be made on the first Payment Date occurring after the Determination Date by which it was determined to be a Permitted Policy Claim. Such Interim Payment shall be paid by the Segregated Account to the account identified by the Holder in the Proof of Policy Claim Form relating to such Permitted Policy Claim; provided that , any Holder acting in its capacity as Trustee shall, in accordance with the provisions of the Transaction Documents relating to such Policy, distribute such Interim Payment (solely in respect of Insured Obligations) on the Bond Distribution Date immediately following the Payment Date on which such Interim Payment was made. For the avoidance of doubt, notwithstanding each Holder’s obligation to submit all Policy Claims covered by the same Policy on one Proof of Policy Claim Form and to identify therein each Insured Obligation (by CUSIP, if any) to which each such Policy Claim relates (as applicable), as set forth in Section 1.2 hereof, on each Payment Date the Rehabilitator or the Segregated Account shall pay to the Holder a single aggregate Interim Payment for all Permitted Policy Claims that relate to the same Policy.

2.3 Increases to the Interim Payment Percentage. The Rehabilitator may increase the Interim Payment Percentage from time to time if, based on his analysis of the estimated liabilities and available claims-paying resources of the Segregated Account, the Rehabilitator has determined, in his sole and absolute discretion, that such action is equitable to the interests of the Holders of Policy Claims generally. The Rehabilitator shall announce his intention to increase the Interim Payment Percentage by filing with the Court and posting on the Website an IPP Notice. The Rehabilitator shall determine the amount of any increase in the Interim Payment Percentage in his sole and absolute discretion, based on such analysis. In determining whether an increase in the Interim Payment Percentage is equitable to the interests of the Holders of Policy Claims generally, the Rehabilitator shall consider whether, in conjunction with any such increase, a Deferred Payment should be made under Section 2.7 of these Payment Guidelines.

2.4 Deferred Amounts. Unless the Court or the Rehabilitator (in his sole and absolute discretion) has permitted an Alternative Resolution of a Policy Claim, the Rehabilitator shall cause the Segregated Account to establish a Deferred Amount for each Policy in respect of which an Interim Payment has been made or has been deemed to be made pursuant to Section 2.18 of these Payment Guidelines, or in the case of a Policy that insures multiple Insured Obligations, each Insured Obligation insured by such Policy in respect of which an Interim Payment has been made or has been deemed to be made. In the case of Certain Multi-CUSIP Policies, the Deferred Amount relating to such Policies shall be established, allocated and/or paid in a manner that is substantially similar to the procedure shown in the “Reallocation of Deferred Loss Amount Example” attached hereto as Exhibit E, but in each case as determined by the Rehabilitator and communicated by the Management Services Provider to the Holder during the Reconciliation

process described in Section 2.5 of these Payment Guidelines. In no event shall an uninsured bondholder receive or be allocated any Deferred Amount or Payment.

With respect to each such Policy or Insured Obligation, as the case may be, the Deferred Amount shall be: (A) as of the first Bond Distribution Date occurring after the first Interim Payment made or deemed made by the Segregated Account in respect of a Permitted Policy Claim relating to such Policy or Insured Obligation, the higher of (i) the amount equal to the Permitted Policy Claim Amount less the amount of any Payment and less any Recovery Amount, in each case established, paid or received with respect to such Policy or Insured Obligation since the immediately preceding Bond Distribution Date, and (ii) zero; and (B) as of each subsequent Bond Distribution Date, the higher of (i) the amount equal to the Deferred Amount as of the immediately preceding Bond Distribution Date, plus any Accretion Amounts accrued since the immediately preceding Bond Distribution Date, plus any Permitted Policy Claim Amount, less the amount of any Payment, less any Recovery Amount, and less any and all amounts which reduce the Deferred Amount pursuant to Sections 2.13, 4.2 and 4.3, in each case in this subparagraph (B)(i), as established, paid or received with respect to such Policy or Insured Obligation since the immediately preceding Bond Distribution Date, and (ii) zero.

2.5 Reconciliation of Deferred Loss Amounts. On a semi-annual basis, in accordance with the schedule set forth below, the Management Services Provider, on behalf of the Segregated Account and the Rehabilitator, and any Holders of any outstanding Deferred Amounts, including those acting in their capacity as Trustee, shall reconcile the Deferred Loss Amounts relating to such Permitted Policy Claims. Such reconciliations (each, a “ Reconciliation ”) shall be completed with respect to each Policy in respect of which there is an outstanding Deferred Amount, or in the case of a Policy that insures multiple Insured Obligations, each Insured Obligation insured by a Policy by CUSIP (if any) in respect of which there is an outstanding Deferred Amount.

Provided that a Holder, and/or its paying agent or calculating agent, as applicable, has complied with any request of the Management Services Provider (as described below), the Management Services Provider shall complete each Reconciliation by delivering, no later than April 1 and October 1 of each year following the Effective Date (or if any such day is not a Business Day, the first Business Day following such day), a Reconciliation Notice relating to each Policy and the Insured Obligations insured thereunder by CUSIP, as the case may be, to the relevant Holder of the related Deferred Amount, using personal delivery, first class mail or electronic mail, showing the Management Service Provider’s calculation, as of the relevant Reconciliation Date (but not including any Payments made on or after such Reconciliation Date), of the Deferred Loss Amounts relating to such Insured Obligation or Policy. The Reconciliation Date for Reconciliation Notices delivered no later than April 1 shall be January 20 (or, if any such Reconciliation Date is not a Business Day, the first Business Day immediately preceding such Reconciliation Date) of the same calendar year, and the Reconciliation Date for Reconciliation Notices delivered no later than October 1 shall be July 20 of the same calendar year (or if any such Reconciliation Date is not a Business Day, the first Business Day immediately preceding such Reconciliation Date); provided, however , that the first Reconciliation Date following the Effective Date of the Plan shall be July 20, 2014, or the first Payment Date thereafter specified by the Rehabilitator, whichever is later. Following delivery of each of the semi-annual Reconciliation Notices contemplated by this Section 2.5, and, as necessary, completion of any dispute resolution proceedings described below, the Rehabilitator will post to the Website a schedule showing all outstanding Deferred Amounts, including the aggregate of all unpaid and outstanding Accretion Amounts.

The Management Services Provider or the Rehabilitator may, from time to time, ask a Holder to promptly provide, or cause its paying agent or calculating agent, as applicable, to promptly provide, information and/or further supporting documentation in order to evaluate a Deferred Loss Amount and/or a Reconciliation and/or in order to assist the Management Services Provider in preparing a Reconciliation Notice. Such Holder, paying agent or calculating agent shall be required to deliver any such information and/or supporting documentation within the time frame specified for delivery of such information in the reasonable request made by the Management Services Provider or the Rehabilitator and Section 2.9 hereof shall apply if the Holder, paying agent or calculating agent does not do so.

send to the Management Services Provider a written response to the Reconciliation Notice. Such written response (and any related written communications) shall be delivered by email to:

claimsprocessing@ambac.com

with a copy to:

claimsobjections@ambac.com .

The response must clearly set forth all facts and the legal basis, if any, for the opposition and the reasons why the Reconciliation Notice is incorrect. If no response is sent by the Holder within such Opposition Period, the Reconciliation shall be deemed final as of the relevant Reconciliation Date, and no further dispute resolution shall be permitted. If a response is submitted within such Opposition Period, the Rehabilitator shall resolve such dispute with the Holder in accordance with these Payment Guidelines and communicate such resolution to the Holder in writing. Only in the event that a response is submitted within such Opposition Period by the Holder, and the Management Services Provider issues a written resolution against the Holder (a “ Resolution ”), shall the Holder have the right to file a motion with the Court asserting that the Reconciliation Notice is incorrect. Any such motion must be filed by the Holder no later than the 30th day after the delivery of such Resolution to the Holder. If no motion is filed by the 30 ^th day after the delivery of such Resolution to the Holder, the Reconciliation shall be deemed final as of the relevant Reconciliation Date and no further dispute resolution shall be permitted. If at any time, pursuant to this Section 2.5, the Reconciliation is deemed final and no further dispute resolution shall be permitted, the Management Services Provider and the Rehabilitator’s calculation of the Deferred Loss Amount shall apply for the purposes of these Payment Guidelines.

2.6 Allocation Schedules. To assist with the Reconciliation process contemplated by this Article 2, following the receipt by a Holder of any Payment in respect of a Permitted Policy Claim under the Plan, such Holder receiving such Payment, or its paying agent or calculating agent, as applicable, shall, on or before the Allocation Schedule Deadline, submit to the Management Services Provider, by e-mail to claimsprocessing@ambac.com , a fully completed and duly executed Allocation Schedule in respect of the application of such Payment, in the form attached to the Proof of Policy Claim Form which is set forth in Exhibit B to these Payment Guidelines. Provided that the Allocation Schedule is submitted on or before the Allocation Schedule Deadline, an Allocation Schedule may be submitted either together with a Proof of Policy Claim Form relating to the Policy pursuant to which the relevant Payment was made or separately. The requirement to submit an Allocation Schedule may be waived by the Management Services Provider, in its sole and absolute discretion, if the information required by the Allocation Schedule is contained in a remittance, trust or other report, in a form acceptable to the Management Services Provider.

2.7 Deferred Payments. The Rehabilitator may determine to make a Deferred Payment if, based on an analysis of the estimated liabilities and available claims-paying resources of the Segregated Account, the Rehabilitator has determined, in his sole and absolute discretion, that such action is equitable to the interests of the Holders of Policy Claims generally. The Rehabilitator shall announce his intention to make a Deferred Payment, by filing with the Court and posting on the Website a Deferred Payment Notice. The Rehabilitator shall determine the Deferred Payment Percentage in connection with any such Deferred Payment in his sole and absolute discretion, based on such analysis. In determining whether a Deferred Payment is equitable to the interests of the Holders of Policy Claims generally, the Rehabilitator shall consider whether, in conjunction with any such Deferred Payment, among other things, the Interim Payment Percentage should be increased under Section 2.3 of these Payment Guidelines. Deferred Payment Notices shall identify the Deferred Payment Percentage and the anticipated Deferred Payment Date for the Deferred Payment.

2.8 Surplus Note Payments. On or about the Deferred Payment Date when any Deferred Payment is made, the Segregated Account shall pay the holder of each outstanding Surplus Note an amount equal to the product of (i) the Deferred Payment Percentage applicable to such Deferred Payment and (ii) the sum of the principal and accrued but unpaid interest outstanding, as of the immediately preceding Reconciliation Date, under each such Surplus Note. Any such payment shall be applied in accordance with the terms of the Surplus Notes and any applicable fiscal agency agreement, and shall be deemed approved by OCI in accordance with Wis. Stat. § 611.33(2)(d).

2.9 Eligibility for Deferred Payments. A Holder of a Permitted Policy Claim shall not be eligible to receive a Deferred Payment announced by the Rehabilitator pursuant to these Payment Guidelines until the later of the relevant Deferred Payment Date and the Payment Date following the first Determination Date on which (i) it and each Beneficial Holder of the Insured Obligation relating to such Permitted Policy Claim, and any paying agent or calculating agent, as applicable, are not in violation of the Plan, the Injunction, these Payment Guidelines, or any other order of the Court relating to the Segregated Account, (ii) all Reconciliations of Deferred Loss Amounts relating to such Insured Obligation have been finally determined in accordance with these Payment Guidelines, and (iii) it, or its’ paying agent or calculating agent, as applicable, has provided all information and supporting documentation reasonably requested by the Rehabilitator and the Management Services Provider pursuant to these Payment Guidelines.

2.10 Procedure for Deferred Payments. For each Holder eligible to receive a Deferred Payment announced by the Rehabilitator pursuant to Section 2.7, as determined by the Rehabilitator in his sole and absolute discretion, the Segregated Account shall, on or before the Deferred Payment Date, in satisfaction of its liabilities under the Permitted Policy Claim (insofar as they relate to the portion of such Deferred Payment Amount attributable to the Deferred Loss Amount), pay the Deferred Payment relating to such Insured Obligation to the relevant Holder or a Paying Agent, as applicable, in an amount equal to the product of (i) the Deferred Payment Percentage announced by the Rehabilitator and (ii) the sum of (y) the Deferred Loss Amount set forth in the most recent Reconciliation Notice (or, if a Holder has disputed a Reconciliation Notice in accordance with the procedures set forth in Section 2.5 of these Payment Guidelines, the Deferred Loss Amount determined as a result of such dispute resolution procedures) and (z) the aggregate of all outstanding Accretion Amounts posted by the Rehabilitator to the Website pursuant to Section 2.5 of these Payment Guidelines. Any Holder acting in its capacity as Trustee shall, on the Bond Distribution Date immediately following the Deferred Payment Date on which the Deferred Payments were made, distribute to the Beneficial Holders all Deferred Payment Amounts (a) in respect of Deferred Loss Amounts, in accordance with the most recent Reconciliation Notice (or, if a Holder has disputed a Reconciliation Notice in accordance with the procedures set forth in Section 2.5 of these Payment Guidelines, then in accordance with the result of such dispute resolution procedures), and (b) in respect of Accretion Amounts, in accordance with the written direction of the Management Services Provider, on behalf of the Rehabilitator. If any Accretion Amounts are paid to a Holder in its capacity as Trustee or other paying agent for and on behalf of Beneficial Holders, such Holder shall establish a separate account solely for the purpose of paying Accretion Amounts and such amounts shall not be paid to or through any trust or REMIC to any Beneficial Holder.

2.11 Paying Agent Obligations. If, in accordance with the Plan, the Segregated Account has retained and elects to use (in the sole and absolute discretion of the Rehabilitator) a Paying Agent in connection with any Deferred Payment relating to an Insured Obligation, then the Paying Agent, unless otherwise directed by the Rehabilitator, shall: (i) on the Deferred Payment Date, distribute all Deferred Payment Amounts in respect of Deferred Loss Amounts relating to such Insured Obligation to the Holder of the relevant Permitted Policy Claim using the account information provided in the most recent Proof of Policy Claim Form, and such Holder shall then distribute such Deferred Loss Amounts to the Beneficial Holders of such Insured Obligations to which such Deferred Loss Amounts apply; and (ii) on or before the next occurring Bond Distribution Date relating to the relevant Insured Obligation, distribute any Deferred Payment Amounts in respect of Accretion Amounts directly to the then-current (or, when a Deferred Loss Amount has been reduced to zero, the last) Beneficial Holders of the Insured Obligation via DTC or in such other manner that is reasonably available to the Paying Agent. All Trustees shall permit, and provide any authorization, direction or special direction (but not indemnification) needed for, the Segregated Account, AAC, any Paying Agent and/or DTC to make, process and/or accept any Payments (including, without limitation, Accretion Amounts) contemplated by these Payment Guidelines.

2.12 Reimbursements on Policy Claims. Notwithstanding the Proceeding, any provisions of the Interim Cash Payment Rules, the Plan, the Disclosure Statement and/or any amendments thereto, unless waived in writing by the Management Services Provider or the Rehabilitator (following consultation with AAC), AAC shall be entitled to collect any Reimbursement Amounts that it becomes, or is, entitled to receive under the Transaction Documents in relation to any: (i) payments made prior to the Petition Date pursuant to, and in accordance with, the applicable Policy and any related Transaction Documents; (ii) payments made according to the Interim Cash Payment Rules; (iii) Payments made (other than Accretion Amounts); and (iv) other amounts paid by or on behalf of the Segregated Account in respect

of an Insured Obligation, and in any case where such payment is made by a Person other than AAC, then in each such case as if AAC had paid such amount under the relevant Policy to the Holder directly.

2.13 Recoveries on Policy Claims. Notwithstanding the Proceeding, any provisions of the Interim Cash Payment Rules, these Payment Guidelines, the Plan, the Disclosure Statement and/or any amendments or supplements thereto, the Segregated Account shall be entitled, in the Rehabilitator’s sole and absolute discretion, to reduce its obligations under the Plan to the Holders of Permitted Policy Claims by any Recovery Amounts attributable to such Holders or the relevant Insured Obligations, whether by: (i) reducing the amount of any Payments to such Holders; (ii) reducing the Deferred Amount(s) established for such Holders in accordance with Section 2.4 of these Payment Guidelines; or (iii) if the applicable Transaction Documents so provide, reducing the current month’s Claim under such Policy. No Holder, Trustee or Beneficial Holder may apply a Recovery Amount in a manner inconsistent with the determination by the Segregated Account pursuant to this Section 2.13.

2.14 Supplemental Payments. The Rehabilitator may, at any time, direct the Management Services Provider to make a Supplemental Payment to any Holder of a Permitted Policy Claim. Supplemental Payments may be made in one lump sum, or in varying proportions in certain months or time periods as appropriate, and may include, on a case-by-case basis, payments of all or a portion of any Deferred Amount. The Rehabilitator shall use his (sole and absolute) discretion to monitor and manage Supplemental Payments to maximize Reimbursement Amounts, and to minimize Supplemental Payments in excess of the available reimbursements.

2.15 Special Policy Payments. The Rehabilitator may, at any time, direct the Management Services Provider to make a Special Policy Payment. Special Policy Payments may be made in one lump sum, or in varying proportions in certain months or time periods as appropriate, and may include, on a case-by-case basis, payments of all or a portion of any Deferred Amount.

2.16 Assignment of Rights. Without prejudice to (i) the terms and provisions of the applicable Policy and any related Transaction Document and (ii) any assignment previously executed, whether pursuant to a Proof of Policy Claim Form or otherwise, upon receipt of any Payment or any other amount paid by or on behalf of the Segregated Account, each Holder (for and on behalf of its Beneficial Holders, if such Holder is a Trustee) of such Permitted Policy Claim shall be deemed to have assigned its rights relating to the amount of such Payment under the Transaction Document(s) to AAC.

2.17 Payments of ACP Obligations. Any Payment made in respect of a Permitted Policy Claim that relates to an obligation of ACP under a related credit default swap shall be deemed payment by ACP of its obligations under such related credit default swap to the extent of such Payment.

2.18 Treatment of Policy Claims Paid Prior to the Effective Date. On the Effective Date, each Policy Claim paid pursuant to the Interim Cash Payment Rules shall be deemed to be Permitted under the Plan, effective as of the date of such payment. In all respects, such Policy Claim shall be treated in a manner consistent with the treatment of other Permitted Policy Claims under the Plan. By way of example only, any payment made pursuant to the Interim Cash Payment Rules (other than a Supplemental Payment or a Special Policy Payment) shall be deemed to have been an Interim Payment, and a Deferred Amount shall be established and calculated for such Claim in accordance with Section 2.4 of these Payment Guidelines, including Accretion Amounts commencing on the next Bond Distribution Date after which the first Interim Payment was deemed to be paid (regardless of whether or when such Deferred Amount is ultimately paid by a Deferred Payment, Supplemental Payment, Special Policy Payment, or otherwise). In the event that the Interim Payment Percentage is greater than 25% on the Effective Date of the Plan, the Rehabilitator shall direct the Management Services Provider to make a Deferred Payment to each Holder of a Policy Claim who received an Interim Payment pursuant to the Interim Cash Payment Rules and who is eligible for such Deferred Payment pursuant to these Payment Guidelines, based upon a Deferred Payment Percentage equal to (x) such Interim Payment Percentage in excess of 25%, divided by (y) 75%, with the Deferred Amount being calculated in accordance with Section 2.4 of these Payment Guidelines. Any subsequent increases to the Interim Payment Percentage or any Deferred Payment for Claims paid pursuant to the Interim Cash Payment Rules shall be made in accordance with Sections 2.3 and 2.7 of these Payment Guidelines. All other Policy Claims in respect of which the Segregated Account made pre-Effective Date payments shall be treated in a manner consistent with the treatment of other Permitted Policy Claims under the

Plan. By way of example only, any payments made pursuant to the Supplemental Payments Order shall be deemed to have been Supplemental Payments, and any payments made pursuant to the Special Policy Payments Order shall be deemed to have reduced the Deferred Amounts established for such Holders in accordance with Section 2.4 of these Payment Guidelines.

ARTICLE III

General Claims Procedure

3.1 General Claims Administration. Pursuant to the Management Services Agreement, the Rehabilitator has engaged the Management Services Provider to assist him and the Segregated Account in processing all General Claims. The Management Services Provider is responsible for administering, disputing, objecting to, compromising or otherwise resolving all General Claims in accordance with the Plan and the Segregated Account Operational Documents, together with any other rules or guidelines issued by the Rehabilitator or the Special Deputy Commissioner under any of the foregoing, all existing orders of the Court and the specific directions of the Rehabilitator or the Special Deputy Commissioner.

3.2 Submission of General Claims. Each Holder of a General Claim, including any General Claim arising prior to the Effective Date (other than a General Claim that was, is or becomes the subject of an Alternative Resolution), shall submit to the Management Services Provider such General Claim in accordance with, and including such information as is required by, the provisions of the underlying instrument(s) or contract(s) giving rise to or governing the submission of such General Claim, if any. Each such General Claim submitted in accordance with this Section shall be referred to as a Pending General Claim.

3.3 Timing for Submission of General Claims. A Holder shall not submit a General Claim any earlier than permitted under the underlying instrument(s) or contract(s) giving rise to or governing the submission of such General Claim; provided, however, that a Holder shall submit a General Claim in a timely manner such that it is determined not to be a Late Claim.

3.4 Pending General Claims. No General Claim shall become a Pending General Claim unless the Holder of such General Claim fully and properly complies with the Plan and these Payment Guidelines, including without limitation the requirements of Sections 3.2 and 3.3 hereof, as applicable, and with any other guidelines or further directions issued by the Rehabilitator.

3.5 Evaluation of Pending General Claims. The Management Services Provider shall evaluate each Pending General Claim to determine whether such Pending General Claim is a Permitted Claim or whether an Objection should be raised as to such General Claim in accordance with Section 4.1 hereof. The Management Services Provider may, from time to time, ask any Holder to supplement its Pending General Claim with further supporting documentation in order to evaluate and decide whether to Permit such Pending General Claim. Upon the determination by the Management Services Provider or the Rehabilitator that a Pending General Claim constitutes a Permitted Claim, such General Claim shall be considered a Permitted General Claim.

3.6 No Re-Submission of General Claims. Unless required by the Rehabilitator, the Segregated Account or the Management Services Provider, a Holder shall not submit the same General Claim to the Management Services Provider more than once.

3.7 Junior Deferred Amounts. Unless the Court or the Rehabilitator (in his sole and absolute discretion) has permitted an Alternative Resolution of a General Claim, the Rehabilitator shall cause the Segregated Account to establish a Junior Deferred Amount with respect to each Permitted General Claim on the Payment Date immediately following the date on which such General Claim is determined to be a Permitted General Claim.

3.8 Junior Deferred Payments. No part of any Junior Deferred Amount shall be payable until such time as the Rehabilitator announces that a Junior Deferred Payment will be made. The Rehabilitator may announce his intention to make a Junior Deferred Payment by filing with the Court and posting on the Website a Junior Deferred

Payment Notice if, based on an analysis of the estimated liabilities and available claims-paying resources of the Segregated Account, the Rehabilitator has determined, in his sole and absolute discretion, that such action is generally equitable to the interests of the Holders of Permitted Policy Claims and General Claims. The Rehabilitator shall determine the Junior Deferred Payment Percentage in connection with each Junior Deferred Payment in his sole and absolute discretion, based on such analysis. On or about the Deferred Payment Date when any Junior Deferred Payment is made, the Segregated Account shall pay the holder of each outstanding Junior Surplus Note an amount equal to the product of (i) the Junior Deferred Payment Percentage applicable to such Junior Deferred Payment and (ii) the sum of the principal and interest then outstanding under each such Junior Surplus Note. Any such payment shall be applied in accordance with the terms of the Junior Surplus Notes, and shall be deemed approved by OCI in accordance with Wis. Stat. § 611.33(2)(d).

3.9 Procedure for Junior Deferred Payments. Promptly following the announcement of a Junior Deferred Payment, the Management Services Provider and the Holders of Permitted General Claims shall reconcile the amount to be paid. The Rehabilitator may ask any Holder to supplement its General Claim with further supporting documentation. If the parties are unable to reconcile the amount to be paid, each of the Holder and the Management Services Provider shall have the right to file a motion with the Court seeking resolution of the dispute.

The Management Services Provider shall make any Junior Deferred Payments to the Holder of the applicable Permitted General Claim in an amount equal to the Junior Deferred Payment Percentage announced by the Rehabilitator, multiplied by the Junior Deferred Amount with respect to such General Claim as of the date of the Junior Deferred Payment Notice. Such Junior Deferred Payment shall be made on the Payment Date that next follows the date on which the reconciliation required by this Section 3.9 is completed. All Junior Deferred Payments shall be made by the Management Services Provider to the account of the Holder identified in the General Claim submitted by the Holder.

ARTICLE IV

Claims Resolution Procedures

4.1 Disputed Claims. The Rehabilitator or the Management Services Provider may raise an Objection to any Pending Claim on any ground, including, but not limited to, the ground that the Rehabilitator or the Management Services Provider lacks sufficient information to evaluate such Pending Claim, that the amount submitted as a Claim is not valid, or that such Claim is a Duplicate Claim or a Late Claim, by providing the Holder of the Claim or the Holder’s representative (as applicable) with written notice of the substance of the Objection. The Rehabilitator or the Management Services Provider may, in their discretion, raise an Objection to all or any portion of a Pending Claim. No later than the sixtieth (60th) day after the delivery of such written notice of Objection to the Holder (the “ Opposition Period ”), the Holder, if it wishes to dispute such Objection, shall send to the Management Services Provider a written response to the Objection. Such written response (and any related written communications) shall be delivered by email to:

claimsprocessing@ambac.com

with a copy to:

claimsobjections@ambac.com

The response must clearly set forth all facts and the legal basis, if any, for the opposition and the reasons why the Claim should be a Permitted Claim. If no response is sent by the Holder within such Opposition Period, the Claim, or the portion in respect of which the Rehabilitator has raised an Objection, as applicable, shall become a Disallowed Claim without order of the Court and no further dispute resolution shall be permitted. If a response is submitted within such Opposition Period, the Rehabilitator shall resolve such dispute in accordance with these Payment Guidelines (including by considering any excusable neglect, in the case of a Late Claim) and communicate such resolution to the Holder in writing (a “ Resolution ”). Only in the event that a response is submitted within such Opposition Period by the Holder and the Rehabilitator issues a written Resolution that such Disputed Claim is fully or partially a Disallowed Claim, shall the Holder have the right to file a motion with the Court asserting that the Rehabilitator improperly disallowed

all or any portion of such Claim. Any such motion must be filed by the Holder no later than the thirtieth (30th) day after the delivery of such Resolution to the Holder.

4.2 Setoffs. The Rehabilitator may set off in whole or in part against any Permitted Claim or any Payment, Deferred Amount, Junior Deferred Amount, or any other amount established, paid or payable by or on behalf of the Segregated Account on account of such Permitted Claim, all claims, rights, and causes of action of any nature that the Rehabilitator, AAC or the Segregated Account may have against the Holder of such Permitted Claim that are not otherwise waived, released, or compromised in accordance with the Plan. Neither the failure to effect such a setoff nor the determination that any Claim is Permitted under the Plan will constitute a waiver or release by the Rehabilitator, AAC or the Segregated Account of any such claims, rights, and causes of action, notwithstanding any compulsory counterclaim rules or requirements to the contrary.

4.3 Subsequent Adjustments. If the Rehabilitator or the Management Services Provider determines that any amount of the Cash received by the Holder of a Permitted Claim as a Payment, a payment under the Interim Cash Payment Rules, or any other amount paid by or on behalf of the Segregated Account in respect of a particular Insured Obligation was incorrect, the Rehabilitator or the Management Services Provider may, as necessary to account for such error: (i) recoup from the Holder the amount of such Payments or other amounts paid by the Segregated Account; (ii) adjust the amount of the Cash paid in respect of the relevant Insured Obligation in one or more subsequent Payments of other Permitted Claims; or (iii) reduce the Holder’s then applicable Deferred Amount or Junior Deferred Amount for the relevant Insured Obligation (each, a “ Subsequent Adjustment ”), by providing the Holder of the Permitted Claim or the Holder’s representative (as applicable) with a Subsequent Adjustment Notice. No later than the sixtieth (60th) day after the delivery of the Subsequent Adjustment Notice to the Holder (the “ Opposition Period ”), the Holder, if it wishes to dispute such Subsequent Adjustment, shall send to the Management Services Provider a written response to the Subsequent Adjustment Notice. Such written response (and any related written communications) shall be delivered by email to:

claimsprocessing@ambac.com

with a copy to:

claimsobjections@ambac.com

The response must clearly set forth all facts and the legal basis, if any, for the opposition to the Subsequent Adjustment. If no response is sent by the Holder within such Opposition Period, the Management Services Provider may make a Subsequent Adjustment and no further dispute resolution shall be permitted. If a response is submitted within such Opposition Period, the Rehabilitator shall resolve such dispute in accordance with these Payment Guidelines and communicate such resolution to the Holder. Only in the event that a response has been submitted by the Holder within such Opposition Period and the Rehabilitator nevertheless determines that a Subsequent Adjustment is necessary (a “ Resolution ”), shall the Holder have the right to file a motion with the Court asserting that the Subsequent Adjustment was improper. Any such motion must be filed by the Holder no later than the thirtieth (30th) day after the delivery of the Resolution to the Holder.

4.4 Disputes Pending on the Effective Date. Any Policy Claim disputes or objections that are pending on the Effective Date shall be resolved in accordance with the procedures set forth in the Interim Cash Payment Rules; provided, however, that any motion asserting that the Rehabilitator improperly disallowed all or any portion of the Policy Claim (as contemplated by the Interim Cash Payment Rules) shall be filed on or before the date that is: (i) thirty (30) days after (ii) the later of (A) the Effective Date and (B) the date on which the Rehabilitator determined that the Disputed Claim was fully or partially a Disallowed Claim, or, if any such day is not a Business Day, the immediately following Business Day.

4.5 Disallowed Claims on or prior to the Effective Date. Any Claim which has been Disallowed on or prior to the Effective Date pursuant to the Interim Cash Payment Rules shall be, and shall continue to be, Disallowed under these Payment Guidelines.

ARTICLE V

Miscellaneous

5.1 Governing Law. The rights and obligations arising under these Payment Guidelines shall be governed by, and construed and enforced in accordance with, the laws of the State of Wisconsin, without giving effect to the principles of conflicts of law thereof.

5.2 Prior Orders and Agreements. Subject to these Payment Guidelines and the Plan, the prior orders of the Court shall remain in full force and effect throughout the period of administration of the Plan. These orders include, without limitation, the Rehabilitation Order and the Injunction. Nothing in the Plan alters prior agreements or arrangements approved by the Rehabilitator with respect to the Segregated Account or any liability in respect of any Policy or other liability allocated to the Segregated Account.

5.3 Retention of Jurisdiction. Following the Effective Date, the Court shall retain exclusive jurisdiction over the Proceeding in accordance with the Act to ensure that the purposes and intent of the Plan and these Payment Guidelines are carried out. Without limiting the generality of the foregoing, and except as otherwise provided in the Plan or these Payment Guidelines, the Court shall also expressly retain exclusive jurisdiction:

A. to hear and determine Objections to Disputed Claims and disputes relating to Reconciliation Notices and/or Subsequent Adjustments;

B. to hear, determine and enforce causes of action that may exist by or against the Segregated Account or by or against the General Account or AAC or the Management Services Provider in regards to the Segregated Account;

C. for all purposes pertaining to the treatment or classification of Claims;

D. to enter such orders and injunctions as are necessary to enforce the respective title, rights, and powers of the Segregated Account, the terms of the Plan and these Payment Guidelines, and to impose such limitations, restrictions, terms, and conditions on such title, rights, and powers as the Court may deem necessary;

E. to enter an order closing the Proceeding;

F. to correct any defect, cure any omission, or reconcile any inconsistency in the Plan, these Payment Guidelines or in any order of the Court as may be necessary to implement the purposes and intent of the Plan and these Payment Guidelines;

G. to determine any motions, applications, and other contested matters that may be pending on the Effective Date;

H. to consider any amendment or modification of the Plan or any documents related to the Plan;

I. to determine controversies, suits, and disputes that may arise in connection with the interpretation, enforcement, or consummation of the Plan or these Payment Guidelines;

J. to consider and act on the compromise and settlement of any Claim against or cause of action by or against the Segregated Account or in relation to Policies and other liabilities allocated to the Segregated Account arising under or in connection with the Plan;

K. to determine such other matters or proceedings as may be provided for under the Act, the Plan, or in any order or orders of the Court, including, but not limited to, the Confirmation Order or any order that may arise in connection with the Plan, the Proceeding, or the Confirmation Order; and

L. to interpret and enforce, and determine questions and disputes regarding, the injunctions, releases, exculpations, and indemnifications provided for or set forth in the Plan or the Confirmation Order.

5.4 Immunity and Indemnity. The immunity and indemnity provisions in Sections 9.01 and 9.02 of the Plan are incorporated here in full by reference as if fully set forth.

5.5 Amendment and Modification of These Guidelines. Upon written notice by the Rehabilitator or his counsel to all parties included on the Court-approved electronic service list and a posting on the Website, these Payment Guidelines may be supplemented, modified, altered or withdrawn in the Rehabilitator’s discretion.

5.6 Implementation. The Rehabilitator and Management Services Provider shall take all steps, and execute all documents, necessary to effectuate the provisions of these Payment Guidelines.

5.7 Limitation of Recovery. Other than in respect of Accretion Amounts, nothing in these Payment Guidelines shall cause to inure to the benefit of any Holder of a Policy Claim, General Claim or any other Claim any greater right than that which would have existed were the Segregated Account not in rehabilitation.

5.8 Successors and Assigns. The rights, benefits, and obligations of any Person named or referred to in these Payment Guidelines shall be binding upon, and shall inure to the benefit of, the heirs, executors, administrators, successors, or assigns of such Person.

5.9 Inconsistency. With respect to making Payments on Permitted Claims, these Payment Guidelines shall supersede any inconsistent provisions of the Plan, the Interim Cash Payment Rules or the Disclosure Statement that provide or impose rules, procedures, guidelines and/or obligations for, or on, any Person for the submission to and the evaluation, processing and payment of Claims by the Segregated Account.

5.10 No Admissions. Notwithstanding anything herein to the contrary, nothing contained in these Payment Guidelines shall be deemed an admission by any Person with respect to any matter set forth herein.

5.11 Notice. Except as otherwise specified herein, any notice permitted or required to be delivered by these Payment Guidelines may be delivered personally, by mail or by e-mail. Any such notice shall be deemed to have been duly delivered on the date (i) on which such notice is personally delivered, (ii) falling two (2) Business Days after the mailing by first class mail, postage prepaid, or by express delivery service of such notice, or (iii) on which such notice is sent by electronic mail (with a delivery receipt received from the addressee), (A) in the case of a Holder, to the address or e-mail address specified in the Proof of Policy Claim Form relating to the relevant Policy Claim, (B) in the case of the Management Services Provider, unless otherwise specified herein, to Ambac Assurance Corporation, One State Street Plaza, New York, New York 10004, or in the case of electronic mail, claimsprocessing@ambac.com and any other e-mail address specified herein, and (C) in the case of the Rehabilitator and the Segregated Account, to the address advised to the parties by the Rehabilitator in writing from time to time.

5.12 Filing of Additional Documents. The Rehabilitator may file with the Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of these Payment Guidelines.

5.13 Returned Payments. In the event that a Holder (including any Holder acting as Trustee) rejects or returns a Payment to the Management Services Provider (other than for clerical or administrative error), the Segregated Account, AAC or the Rehabilitator for any reason, the amount thereof shall revert to AAC, notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property laws, and the corresponding Claim of any such Holder to such Payment shall be released and forever barred, except in the sole and absolute discretion of the Rehabilitator.

or retire, or cause to be extinguished, retired, or terminated, any Insured Obligation insured by such Policy in respect of which a Deferred Amount is continuing, without the express, written consent of AAC and the Rehabilitator. If the terms of the Transaction Documents at any time permit termination, extinguishment or retirement of an Insured Obligation or a trust or indenture, then in such event the Trustee shall, at its election, either (a) continue to serve as Trustee on the same terms and conditions set forth in the Transaction Documents but at rates authorized by the Rehabilitator, or (b) assign all of its rights and obligations under such Transaction Documents to a trustee/agent designated by the Rehabilitator. Where possible, upon termination, extinguishment or retirement of an Insured Obligation or a trust or indenture, it is not the intention of the Rehabilitator to continue the services required of a Trustee beyond those services necessary to effectuate the Plan, including, but not limited to, the effectuation of Recovery Amounts, Reimbursement Amounts, Reconciliations, Payments and Deferred Payments.

EXHIBIT A

DEFINITIONS

Capitalized terms used in these Payment Guidelines shall have the following meanings, unless otherwise defined herein:

“ AAC ” means

Ambac Assurance Corporation.

“ Accretion Amounts ”

means, in respect of any Insured Obligation or any Permitted General Claim which has a related Deferred Amount or Junior Deferred Amount outstanding, on any Bond Distribution Date on which such Deferred Amount or Junior Deferred Amount is to be calculated, accretion on such outstanding Deferred Amount or Junior Deferred Amount at the Accretion Rate from the immediately preceding Bond Distribution Date to the calculation date.

“ Accretion Rate ” means, in respect of any Deferred Amount or Junior Deferred Amount, a rate compounded monthly (using 30/360 day count convention) to produce an effective annual rate of 5.1%, except that in Undercollateralized transactions, the portion of any Deferred Loss Amount attributable to the unpaid principal loss or balance of an Insured Obligation shall accrete at an effective annual rate, as determined by the Rehabilitator on a periodic basis, equal to the greater of (i) the monthly Accretion Rate, as calculated above, less the applicable Bond Interest Rate (as adjusted from time to time), and (ii) zero.

“ ACP ”

means Ambac Credit Products, LLC.

“ Act ”

means the Wisconsin Insurers Rehabilitation and Liquidation Act, Wis. Stat. § 645.01 et. seq.

“ Allocation Schedule ” shall have the meaning given to such term in the Proof of Policy Claim Form.

“ Allocation Schedule Deadline ” means, in respect of any Payment received by a Holder, the date that is two (2) Business Days following the date on which such Payment was distributed to the Beneficial Holders of an Insured Obligation.

“ Alternative Resolution ”

means the process defined in Section 3.06 of the Plan pursuant to which the Rehabilitator may negotiate a resolution of certain Claims.

“ Amendments ”

means the amendments to the Plan dated June 12, 2014, and made effective on the Effective Date.

“ Beneficial Holder(s) ”

means, in respect of any Insured Obligation, the beneficial holder(s) of such Insured Obligation insured by a Policy.

“ Bond Distribution Date ”

means, in respect of an Insured Obligation, the monthly date on which scheduled interest and/or principal payments are due, or would be due (absent any acceleration, termination, extinguishment or legal final maturity of such Insured Obligation), from the issuer of the relevant Insured Obligation to the Beneficial Holders of such Insured

Obligation, or, if payment of scheduled interest and/or principal in relation to any such Insured Obligation is not or would not have been due on a monthly basis, each Payment Date.

“ Bond Interest Rate ” means, in respect of any Insured Obligation subject to Undercollateralization, on any Bond Distribution Date on which Accretion Amounts are to be calculated, the applicable annualized interest rate that a Holder would be entitled to receive on such Bond Distribution Date for the relevant Insured Obligation in accordance with, and subject to, the terms and conditions of the relevant Transaction Documents relating to such Insured Obligations.

“ Business Day ”

means a day other than a Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Cash ”

means legal tender of the United States of America payable in immediately available funds, such as a wire transfer, bank or cashier’s check, or its equivalent in foreign currency for any transactions denominated in such foreign currency.

“ Certain Multi-CUSIP Policies ”

means Policies that insure multiple Insured Obligations under a transaction where Payments made by the Segregated Account are to be allocated by a Holder to Beneficial Holders of different Insured Obligations in the order and priority prescribed by the Transaction Documents. An example showing the reallocation of Deferred Loss Amounts for Certain Multi-CUSIP Policies is attached hereto as Exhibit E.

“ Claim ”

means any right to payment from the Segregated Account, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, equitable, legal, secured, or unsecured, and regardless of when such right arises.

“ Claim Period ”

shall have the meaning given to such term in the Proof of Policy Claim Form.

“ Claim Schedule ” shall have the meaning given to such term in the Proof of Policy Claim Form.

“ Commissioner ”

means the Commissioner of Insurance of the State of Wisconsin.

“ Confirmation Order ”

means the Decision and Final Order Confirming the Rehabilitator’s Plan of Rehabilitation, with Findings of Fact and Conclusions of Law, entered by the Court on January 24, 2011.

“ Cooperation Agreement ”

means the Cooperation Agreement, by and between the Segregated Account, the Rehabilitator, AAC and Ambac Financial Group, Inc., effective March 24, 2010, as amended as of March 14, 2012, and as further amended, supplemented or modified from time to time.

“ CUSIP ”

means, in respect of any security, the security as identified by the number allocated to such security pursuant to the Committee on Uniform Securities Identification Procedures.

“ Deferred Amount ”

means with respect to each Insured Obligation (identified by its CUSIP, if any), in respect of which a Policy Claim has been Permitted and an Interim Payment made, the amount established by the Segregated Account as a Deferred Amount pursuant to the procedure set forth in these Payment Guidelines. For each Insured Obligation (identified by its CUSIP, if any) in respect of which a Policy Claim has been deemed Permitted and an Interim Payment deemed made prior to the Effective Date in accordance with the Interim Cash Payment Rules and Section 2.18 of these Payment Guidelines, the amount determined to be the Deferred Amount in accordance with Section 2.4 of these Payment Guidelines. The Deferred Amount for any such Insured Obligation shall be equal to the sum of the Deferred Loss Amount and its Accretion Amounts.

“ Deferred Loss Amount ”

means, with respect to each Insured Obligation in respect of which a Policy Claim has been Permitted and an Interim Payment made or deemed to be made, the Deferred Amount excluding the aggregate of all Accretion Amounts relating to such Insured Obligation.

“ Deferred Payment ”

means a Payment of all or any portion of a Deferred Amount to be made in accordance with these Payment Guidelines.

“ Deferred Payment Amount ”

means, in connection with any Deferred Payment, the amount, in Cash, paid in respect of the Deferred Amount established for such Permitted Policy Claim.

“ Deferred Payment Date ”

means the Payment Date of any Deferred Payment or the date of any Junior Deferred Payment.

“ Deferred Payment Notice ”

means any notice filed by the Rehabilitator with the Court and posted on the Website to announce a Deferred Payment, which notice shall identify the Deferred Payment Percentage and announce the anticipated Deferred Payment Date.

“ Deferred Payment Percentage ”

means the percentage of each Deferred Amount to be satisfied in a Deferred Payment, as announced by the Rehabilitator.

“ Determination Date ”

means the fifteenth (15 ^th ) day of each month (or, if any such day is not a Business Day, the immediately following Business Day), subject to change in the sole and absolute discretion of the Rehabilitator.

“ Disallowed Claim ”

means a Claim that has been determined by the Rehabilitator or the Management Services Provider to constitute a Duplicate Claim or a Late Claim, or that the Rehabilitator or the Management Services Provider has otherwise determined should not be Permitted, in each case in accordance with the provisions of these Payment Guidelines.

“ Disclosure Statement ”

means the Disclosure Statement Accompanying Plan of Rehabilitation filed with the Court on October 8, 2010, as amended, modified or supplemented from time to time.

“ Disputed Claim ”

means a Claim as to which an Objection has been raised by the Rehabilitator or the Management Services Provider and which has not been released, satisfied, terminated, commuted or otherwise extinguished or become a Permitted Claim or a Disallowed Claim.

“ DTC ”

means The Depository Trust Company, a clearing agency registered with the Securities and Exchange Commission or any successor entity thereto.

“ Duplicate Claim ”

means any Claim with respect to which the Rehabilitator or the Management Services Provider has determined, in the Rehabilitator’s sole and absolute discretion, that (i) the payment obligation of the Segregated Account under the provisions of the underlying instrument or contract giving rise to such Claim or (ii) the underlying risk of loss insured pursuant to the provisions of the Policy or other Transaction Document(s) giving rise to such Claim is the subject of, or is, a Pending Claim, Disputed Claim, Late Claim, Disallowed Claim or a Permitted Claim.

“ Effective Date ”

means the day on which the Plan is effective, as determined, and announced by the Rehabilitator, in accordance with Article 5 of the Plan.

“ General Account ”

means the general account of AAC.

“ General Claims ”

means all Claims which are not Administrative Claims or Policy Claims, and are not otherwise entitled to priority under the Act or an order of the Court, including, but not limited to, any Claim submitted under a reinsurance agreement allocated to the Segregated Account, as identified in Exhibit F to the Plan of Operation.

“ Holder ”

means any Person (other than a Beneficial Holder) holding (i) a Claim, including, in the case of a Policy Claim, the named beneficiary of the related Policy, (ii) a Deferred Amount, or (iii) a Junior Deferred Amount.

“ Injunction ”

means the Order for Temporary Injunctive Relief entered by the Court on March 24, 2010, made permanent by the Confirmation Order, and the related Order Granting Rehabilitator’s Motion to Confirm and Declare the Scope of the Relief Issued Under this Court’s Prior Order for Injunctive Relief, dated September 12, 2012.

“ Insured Obligation ”

means in respect of any Policy Claim, an obligation guaranteed by the Segregated Account under or pursuant to the relevant Policy or Policies. A Policy may provide financial guaranty insurance in respect of more than one Insured Obligation, each Insured Obligation as identified by its CUSIP, if any.

“ Interim Cash Payment Rules ”

means the Rules Governing the Submission, Processing and Partial Payment of Policy Claims of the Segregated Account of Ambac Assurance Corporation in Accordance with the June 4, 2012 Interim Cash Payment Order, filed with the Court and effective August 1, 2012, together with any amendments or supplements thereto.

“ Interim Payment ”

means, with respect to each Policy Claim determined to be a Permitted Policy Claim after the Effective Date, the Payment of the amount equal to the then applicable Interim Payment Percentage of the Permitted Policy Claim

Amount, made in accordance with these Payment Guidelines. With respect to each Policy Claim deemed Permitted prior to the Effective Date in accordance with the Interim Cash Payment Rules and Section 2.18 of these Payment Guidelines, the payment made to the Holder of such Permitted Policy Claim in accordance with the Interim Cash Payment Rules.

“ Interim Payment Amount ”

means the amount, in Cash, of any Interim Payment made by the Segregated Account to the Holder of a Permitted Policy Claim.

“ Interim Payment Percentage ”

means the percentage of a Permitted Policy Claim Amount to be paid by an Interim Payment, as determined by the Rehabilitator in his sole and absolute discretion, which percentage is, for all Policies, 25% on the Effective Date and which may be increased from time to time by the Rehabilitator pursuant to these Payment Guidelines.

“ IPP Notice ” means any notice filed by the Rehabilitator with the Court and posted on the Website to announce an increase to the Interim Payment Percentage, which notice shall identify the new Interim Payment Percentage and announce the anticipated date that such increase will take effect.

“ Junior Deferred Amount ”

means, with respect to each Permitted General Claim: (A) as of the Payment Date immediately following the date on which such General Claim became Permitted, the amount, in dollars, equal to the amount of the Permitted General Claim less any Junior Deferred Payment Amount paid with respect to such Permitted General Claim since the immediately preceding Payment Date, less any Recovery Amount or other recovery or salvage paid to or received by the Holder in respect of such Permitted General Claim since the immediately preceding Payment Date, less any amounts due and unpaid to AAC and/or the Segregated Account by the Holder of such Permitted General Claim since the immediately preceding Payment Date and less any amounts set off pursuant to Sections 4.2 and/or 4.3 hereof; and (B) as of each Payment Date following the first Payment Date, the amount, in dollars, equal to the Junior Deferred Amount as of the immediately preceding Payment Date plus any Accretion Amounts accrued since the immediately preceding Payment Date, less any Junior Deferred Payment Amount paid with respect to such Permitted General Claim since the immediately preceding Payment Date, less any Recovery Amount or other recovery or salvage paid to or received by the Holder in respect of such Permitted General Claim since the immediately preceding Payment Date, less any amounts due and unpaid to AAC and/or the Segregated Account by the Holder of such Permitted General Claim since the immediately preceding Payment Date and less any amounts set off pursuant to Sections 4.2 and/or 4.3 hereof.

“ Junior Deferred Payment ”

means a Payment of all or any portion of a Junior Deferred Amount, made in accordance with these Payment Guidelines.

“ Junior Deferred Payment Amount ”

means the amount, in Cash, of any Junior Deferred Payment made by the Management Services Provider on behalf of the Segregated Account to each Holder of a Permitted General Claim in respect of the Junior Deferred Amount established for such Permitted General Claim.

“ Junior Deferred Payment Notice ”

means any notice filed by the Rehabilitator with the Court and posted on the Website to announce a Junior Deferred Payment, which notice shall identify the Junior Deferred Payment Percentage and announce the anticipated Payment Date for the Junior Deferred Payment.

“ Junior Deferred Payment Percentage ”

means the percentage of each Junior Deferred Amount to be paid by a Junior Deferred Payment.

“ Junior Surplus Notes ” means any junior surplus notes issued by the Segregated Account.

“ Late Claim ”

means any Claim determined, pursuant to the procedure set forth in Section 4.1 of these Payment Guidelines, to not have been submitted in compliance with the provisions of the Plan, the Interim Cash Payment Rules, or these Payment Guidelines within one hundred twenty (120) days of the earliest date on which such Claim, if it had been submitted, would have satisfied all of the requirements to be considered a Permitted Claim; provided that the Rehabilitator may extend such one hundred twenty (120) day period in the case of excusable neglect (as determined by the Rehabilitator in his sole and absolute discretion), but in no event beyond one year from the earliest date on which such Claim, if it had been submitted, would have satisfied all of the requirements to be considered a Permitted Claim.

“ Management Services Agreement ”

means the Management Services Agreement between the Segregated Account and AAC, as Management Services Provider, effective March 24, 2010, as amended, supplemented or modified from time to time.

“ Management Services Provider ”

means AAC or any successor Management Services Provider under the Management Services Agreement.

“ Objection ”

means any dispute or objection with respect to a Claim, as contemplated by Section 4.1 of these Payment Guidelines.

“ OCI ”

means the Office of the Commissioner of Insurance of the State of Wisconsin.

“ Opposition Period ”

means the forty-five (45) day period during which the Holder of a Claim may oppose a Reconciliation Notice under Section 2.5 of these Payment Guidelines, or the sixty (60) day period during which the Rehabilitator or the Management Services Provider may raise an Objection under Section 4.1, or the sixty (60) day period during which a Holder may dispute a Subsequent Adjustment under Section 4.3, as the case may be.

“ Paying Agent ”

means any paying agent retained by the Segregated Account on or after the Effective Date, in the sole and absolute discretion of the Rehabilitator, pursuant to Section 3.07 of the Plan for the purpose of making any Deferred Payments in accordance with these Payment Guidelines.

“ Payment ”

means a payment made by or on behalf of the Segregated Account, in Cash, in accordance with the Plan and these Payment Guidelines, an order of the Court, or pursuant to the direction of the Special Deputy Commissioner, on account of Permitted Claims, including but not limited to, Interim Payments, Supplemental Payments, Deferred Payments, Junior Deferred Payments, Special Policy Payments and/or payments made (as applicable) in conjunction with an Alternative Resolution. Neither the establishment of a Deferred Amount or a Junior Deferred Amount in accordance with these Payment Guidelines shall constitute a Payment under the Plan.

“ Payment Date ”

means the date during each month on which Policy Claims Permitted on the immediately preceding Determination Date, or Permitted General Claims, shall be paid in accordance with these Payment Guidelines. The Payment Date shall be the twentieth (20 ^th ) day of each such month (or, if any such day is not a Business Day, the

immediately following Business Day), or such other date as the Rehabilitator shall determine in his sole and absolute discretion.

“ Pending / Pending Claim ”

means a Claim (i) submitted in accordance with all of the requirements of the Plan and these Payment Guidelines, including without limitation, in the case of a Policy Claim, Sections 1.2, 1.3 and 1.4 of these Payment Guidelines; (ii) which is under evaluation by the Rehabilitator or the Management Services Provider; and (iii) which is not, or has not become, a Permitted Claim, a Disputed Claim, a Late Claim, a Duplicate Claim or a Disallowed Claim.

“ Permitted / Permitted Claim ”

means a Claim (other than a Late Claim, a Disputed Claim, a Pending Claim, a Duplicate Claim or a Disallowed Claim) submitted in compliance with the provisions of the Plan and these Payment Guidelines, and determined by the Rehabilitator or the Management Services Provider to be a matured, non-contingent due and payable obligation according to the provisions of the applicable Policy and/or any other underlying instrument(s) or contract(s) giving rise to or governing such Claim. Permitted Claims shall not include any Claim in respect of (i) any interest on such Claim to the extent accruing or maturing on or after the Petition Date, (ii) punitive, consequential, special or exemplary damages, (iii) any fine, penalty, tax or forfeiture, including, but not limited to, default or penalty interest purported to be imposed on the Claim or on the related Insured Obligation, if any, that would violate the Injunction, or (iv) in the sole and absolute discretion of the Rehabilitator, that portion of any loss for which indemnification is provided by other benefits or advantages recovered or recoverable by the Holder or any Beneficial Holder, including without limitation, any cash deposits, reserves or other defeasance or reinsurance instruments made available to such Holder or Beneficial Holder. In addition, a Permitted Claim shall not include any Claim in respect of which the Holder, or any party to the transaction relating thereto, is in violation of the Plan, the Injunction, these Payment Guidelines, or any other order of the Court relating to the Segregated Account.

“ Permitted General Claim Amount ”

means, with respect to each Permitted General Claim, the amount of the Permitted General Claim, as determined pursuant to these Payment Guidelines.

“ Permitted Policy Claim Amount ”

means, with respect to each Permitted Policy Claim, the amount of the Permitted Policy Claim, as determined pursuant to these Payment Guidelines.

“ Person ”

means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, an estate, a trust, an unincorporated organization, a government or any political subdivision thereof, or any other entity.

“ Petition Date ”

means March 24, 2010, the date on which OCI commenced the Proceeding.

“ Plan ”

means the Plan of Rehabilitation for the Segregated Account and all supplements and Exhibits thereto, as confirmed by the Confirmation Order, and as the same has been amended by the Amendments, and as may be further amended or modified as set forth herein and in accordance with the Act.

“ Plan of Operation ”

means the Plan of Operation of the Segregated Account, as amended, modified and/or supplemented from time to time.

“ Policy/Policies ” means one or more financial guaranty insurance policy or policies, surety bond(s) or other similar guarantee(s) allocated to the Segregated Account pursuant to the Plan of Operation.

“ Policy Claim ”

means any Claim under a Policy or Policies in respect of an Insured Obligation (as identified by CUSIP, if any).

“ Proceeding ”

means the legal proceeding, currently styled as In the Matter of the Rehabilitation of: Segregated Account of Ambac Assurance Corporation, Case No. 10 CV 1576, pending in the Court.

“ Proof of Policy Claim Form ”

means the forms attached to each of these Payment Guidelines and the LVM Payment Guidelines as Exhibits B to be used, as each is applicable, by the Holders of relevant Policy Claims to submit such Policy Claims to the Management Services Provider in accordance with the relevant Payment Guidelines, as such forms may be amended and/or supplemented from time to time in the sole and absolute discretion of the Rehabilitator.

“ Reconciliation ”

means a semi-annual reconciliation of Deferred Loss Amounts relating to Permitted Policy Claims, and any Recovery Amounts, and/or Payments relating thereto, in accordance with the procedure set forth in Section 2.5 of these Payment Guidelines.

“ Reconciliation Date ”

means, for a Reconciliation Notice delivered no later than April 1 of any given year, January 20 of the same calendar year (or if such Reconciliation Date is not a Business Day, the first Business Day immediately preceding such Reconciliation Date). For a Reconciliation Notice delivered no later than October 1 of any given year, the Reconciliation Date shall be July 20 of the same calendar year (or if such Reconciliation Date is not a Business Day, the first Business Day immediately preceding such Reconciliation Date). The first Reconciliation Date following the Effective Date of the Plan shall be July 20, 2014, or the first Payment Date thereafter specified by the Rehabilitator, whichever is later.

“ Reconciliation Notice ”

means any notice delivered by the Management Service Provider, pursuant to Section 2.5 of these Payment Guidelines, to Holders of Permitted Policy Claims. Reconciliation Notices shall indicate the Management Services Provider’s calculation, as of the applicable Reconciliation Date, of the Deferred Loss Amount, taking into consideration any Recovery Amounts, Reimbursement Amounts, or Payments.

“ Recovery Amount ”

means, in respect of any Insured Obligation (identified by CUSIP, if any) or any General Claim, the amount of any payments, recoveries, reimbursements or other assets or benefits (excluding any Payments made under the Plan, the Interim Cash Payment Rules or these Payment Guidelines) which the Rehabilitator, in his sole and absolute discretion, determines that the Holder of a Permitted Policy Claim relating to such Insured Obligation or a Beneficial Holder, or the Holder of a General Claim, has received, collected or recovered and that satisfies an obligation of the Segregated Account under the Plan with respect to Deferred Loss Amounts or Junior Deferred Amounts. Such amounts shall include, without duplication, double-counting or limitation, the amount of any payments, recoveries, reimbursements or other assets or benefits (excluding any Payments made under the Plan, the Interim Cash Payment Rules or these Payment Guidelines) that:


(i)	such Holder of a Permitted Policy Claim relating to such Insured Obligation, Beneficial Holder, or Holder of a General Claim has received, collected or recovered from a Person that is not AAC or the Segregated Account (other than scheduled principal and/or interest on the collateral for such Insured Obligation);


(ii)	reduce, or are permitted to reduce, any amount of overdue and unpaid interest and/or principal that is insured under the relevant Policy;

(iii)

such Holder of a Permitted Policy Claim relating to such Insured Obligation or Beneficial Holder has received, collected or recovered in respect of such Insured Obligation that AAC, the Segregated Account or ACP would have been entitled to receive, collect, recover, or receive the benefit of, had it paid 100% of the Permitted Policy Claim relating to such Insured Obligation in Cash (rather than as contemplated herein);


(iv)	reduce the principal or interest on any such Insured Obligation after the final scheduled distribution date or maturity date of such Insured Obligation;


(v)	in the case of a Write Down Transaction, constitute amounts recovered in respect of allocated losses and that write the bond principal balance up;


(vi)	such Holder of a Permitted Policy Claim relating to such Insured Obligation or Beneficial Holder has received, collected or recovered pursuant to or in connection with any settlement of RMBS Remediation Claims, Alternative Resolution or pursuant to any judgment rendered by a court of competent jurisdiction in respect of such Claims; and/or


(vii)	reduce the Undercollateralization if such Insured Obligation relates to a transaction other than a Write Down Transaction and such transaction is subject to Undercollateralization.

“ Reimbursement Amount ”

means the amount of any payments, recoveries, reimbursements or other assets that AAC is entitled to receive, collect or recover in its capacity as insurer, surety, credit support provider, credit enhancer, credit default swap counterparty or similar capacities, or as assignee or subrogee, under any Policy, any related Transaction Document with respect to the underlying obligation or Insured Obligation under such Policy, or any third party settlement or reinsurance agreement, but excluding premium payments under any Policy and, in the sole and absolute discretion of the Rehabilitator, payments made under expense-related agreements to which AAC is a party. For the avoidance of doubt, if, instead of being received, collected or recovered by AAC, any Reimbursement Amounts are received, collected or recovered by the Holder of a Permitted Policy Claim or a Beneficial Holder, such Reimbursement Amounts may be treated as Recovery Amounts under the Plan, subject to AAC’s right to collect such Reimbursement Amounts from the Holder(s) under Section 2.12 of these Payment Guidelines.

“ Reinsurance Agreement ”

means the Aggregate Excess of Loss Reinsurance Agreement between the Segregated Account and AAC, entered into as of the Petition Date, as amended, modified or supplemented from time to time.

“ Resolution ”

shall have the meaning given to such term in Section 2.5, 4.1, or 4.3 of these Payment Guidelines, as applicable.

“ RMBS Remediation Claims ”

means claims asserted by AAC and/or the Segregated Account in connection with Policies insuring residential mortgage backed securities, including but not limited to claims for breach of loan-level representations and warranties, fraudulent inducement and breach of contract.

“ Secured Note ”

means the Secured Note issued by AAC to the Segregated Account on the Petition Date, as amended, modified or supplemented from time to time.

“ Segregated Account Operational Documents ”

means the documents and agreements pertaining to the establishment and operation of the Segregated Account, including, but not limited to, the Plan of Operation, the Secured Note, the Reinsurance Agreement, the Management Services Agreement and the Cooperation Agreement, each as amended, modified or supplemented from time to time.

“ Special Deputy Commissioner ”

means the Special Deputy Commissioner of the Segregated Account appointed by order of the Court.

“ Special Policy Payment ” means a Payment made by or on behalf of the Segregated Account for the purpose of distributing proceeds from the settlement or other resolution of RMBS Remediation Claims.

“ Special Policy Payments Order ” means the Court’s February 13, 2014, Order Granting Rehabilitator’s Motion for Approval to Disburse Proceeds and Make Permitted Policy Claim Payments as He Deems Appropriate from Settlement of RMBS Remediation Claims, Including those Proceeds Received, and to be Received, from a Settlement Memorialized in a Stipulated Order of the Bankruptcy Court Handling the Residential Capital, LLC Cases.

“ Subsequent Adjustment ”

means any adjustment made in accordance with Section 4.3 of these Payment Guidelines.

“ Subsequent Adjustment Notice ”

means the written notice of any Subsequent Adjustment made in accordance with Section 4.3 of these Payment Guidelines, which notice shall indicate the adjustment to be made and the reasons for doing so.

“ Supplemental Payment ”

means any Payment made in accordance with Section 2.14, or deemed to be made in accordance with Section 2.18, of these Payment Guidelines to the Holder of a Permitted Policy Claim in excess of the Interim Payment and/or any Deferred Payment made on account of such Permitted Policy Claim in order to maximize Reimbursement Amounts. Supplemental Payments shall not include Recovery Amounts.

“ Supplemental Payments Order ” means the Court’s August 2, 2013 Order Granting Rehabilitator’s Motion for Approval to Make Supplemental Cash Payments as to Certain Policy Claims for the Purpose of Maximizing Reimbursements for the Benefit of all Policyholders.

“ Surplus Notes ” means any surplus notes issued by the Segregated Account, other than the Junior Surplus Notes.

“ Transaction Documents ”

means any agreements relating to Policies, including any credit derivative transaction agreements (including credit default swaps), interest rate or currency rate swap agreements, basis swap agreements, total return swap agreements, indentures, trust deeds, collateral management or administration agreements, credit or loan agreements, residential mortgage-backed security transaction documents, guarantee investment certificates, custodial account agreements, note purchase agreements, or other financing or transaction documents of any kind. Transaction Documents shall also include any contracts with ACP, Ambac Conduit Funding, LLC, Juneau Investments, LLC, or Aleutian Investments, LLC.

“ Trustee ”

means a Holder acting in its capacity as trustee and/or agent on behalf of and for the benefit of Beneficial Holders.

“ Undercollateralization/Undercollateralized ”

means, with respect to any transaction, the amount by which the outstanding principal balance of all Insured Obligations relating to such transaction exceeds the outstanding principal balance of the collateral securing all such

Insured Obligations. An example showing the disbursement of Interim Payments, the creation of Deferred Loss Amounts and Accretion Amounts and the application of Recovery Amounts in Undercollateralized transactions is attached hereto as Exhibit D.

“ Website ”

means the website established by the Rehabilitator for policyholders at www.ambacpolicyholders.com , which makes available for viewing and download the key documents described herein and in the Disclosure Statement, including, but not limited to, the Plan and the Segregated Account Operational Documents.

“ Wis. Stat. § ”

The Wisconsin Statutes (2011-12), as amended.

“ Write Down Transactions ”

means any transactions for which the Transaction Documents require the outstanding principal balance of the Insured Obligations to be reduced as a result of the allocation of realized losses to such Insured Obligations. An example showing the disbursement of Interim Payments, the creation of Deferred Loss Amounts and Accretion Amounts and the application of Recovery Amounts in Write Down Transactions is attached hereto as Exhibit C.

EXHIBIT B

PROOF OF POLICY CLAIM FORM

PROOF OF POLICY CLAIM FORM ¹

Date: [____________]

Ambac Assurance Corporation ,

as Management Services Provider of

the Segregated Account of Ambac Assurance Corporation

One State Street Plaza

New York, NY 10004

Attention: Claims Processing

Email: claimsprocessing@ambac.com

Facsimile: (212) 208-3404

Reference Policy Number: [___________________]

Reference is made to (i) the Payment Guidelines for Plan of Rehabilitation Effective [ ] (the “ Payment Guidelines ”), (ii) the attached claim schedule, which includes detailed information about the Policy Claim made pursuant to this Proof of Policy Claim Form (the “ Claim Schedule ”), (iii) the Policy issued by Ambac Assurance Corporation (“ Ambac ”), identified above and on the Claim Schedule (the “ Policy ”), with respect to the Insured Obligation identified on the Claim Schedule, and (iv) the attached Allocation Schedule, which sets out the application of any Cash paid by the Segregated Account in respect of the preceding Policy Claim (if any) submitted by the Holder in respect of the Policy. Terms capitalized herein and not otherwise defined shall have the meanings ascribed to such terms in or pursuant to the Payment Guidelines or the Policy, as the case may be, unless the context otherwise requires.

The undersigned hereby certifies as follows:


1.	The undersigned is a Holder under the Policy and is entitled, pursuant to the provisions of the Policy, to submit a Claim for the “Total Claim Amount” set forth on the Claim Schedule with respect to the Insured Obligations (the “ Total Claim Amount ”).


2.	The information set forth on the Claim Schedule and the Allocation Schedule is true, correct and complete.


3.	The Total Claim Amount is due for Payment pursuant to the terms of the Policy and the Transaction Documents relating to or governing the Insured Obligation.

The undersigned has not previously made a Claim or demand for Payment under the Policy in respect of amounts due on the Insured Obligations on the “Distribution Date” indicated on the Claim Schedule, except as otherwise specified in an addendum to this Proof of Policy Claim Form submitted by the Holder herewith and[/or] as specified in the Claims or demands for Payment submitted to Ambac in the form specified by the Policy, copies of which are attached hereto pursuant to paragraph 7.

______________________________

¹ All Policy Claims relating to the same Insured Obligation and Policy must be submitted using this Proof of Policy Claim Form (and Claim Schedule), with a separate Proof of Policy Claim Form (and Claim Schedule) being used for each Claim Period (as defined in the Claim Schedule).

[ Complete for the first Policy Claim made after the Effective Date in respect of the Policy or if the Holder wishes to alter the payment instructions previously provided to the Management Services Provider: The undersigned hereby requests that any portion of the Total Claim Amount to be paid by the Segregated Account in Cash be made to the following account by bank wire transfer of federal or other immediately available funds:

Bank Name: [____________]

ABA #: [____________]

Acct #: [______________]

Reference: [__________________]

OR If the Holder has provided account details previously and these are not changing, please include the following: The undersigned hereby requests that any portion of the Total Claim Amount to be paid by the Segregated Account in Cash be paid by bank wire transfer of federal or other immediately available funds to the account notified by the undersigned to the Segregated Account and the Management Services Provider pursuant to the Proof of Policy Claim Form dated as of [ ] and relating to the Policy.]

[ Complete the following if the Holder is a Trustee and/or agent for the Beneficial Holder of the Insured Obligation: ] The undersigned hereby agrees and confirms that, following receipt of any Cash Payment by the Segregated Account in respect of the Total Claim Amount, (A) it shall (i) cause such funds to be distributed in accordance with the provisions of the Transaction Documents relating to the Insured Obligations, and (ii) maintain an accurate record of such distributions with respect to the Insured Obligations and the corresponding Claim on the Policy and proceeds thereof, and (B) the Cash paid by the Segregated Account in respect of the preceding Policy Claim (if any) submitted by the Holder in respect of the Policy was applied as set forth in the Allocation Schedule.

[ If the Policy requires the Holder to submit a claim or demand for payment in a specified form or to have satisfied certain conditions, include the following: ] [The undersigned has duly completed and submitted to Ambac a claim or demand for Payment in the form specified by the Policy, a copy of which is attached hereto, and all other conditions to the receipt of the Total Claim Amount have been satisfied, and the amount claimed therein is equal to the Total Claim Amount.]

Without prejudice to (i) the terms and provisions of the Policy and any other related Transaction Documents and (ii) any assignment previously executed, whether pursuant to a Proof of Policy Claim Form or otherwise, the undersigned [ include the following, if applicable: ] [, in its capacity as Trustee and on behalf of the Beneficial Holders of the Insured Obligation], hereby assigns to Ambac all of its rights, title and interests [ include the following, if applicable: ] [, including rights, title and interests held by it on behalf of the Beneficial Holders of the Insured Obligation,] with respect to the Insured Obligations, to the extent of any Payments by the Segregated Account with respect to such Insured Obligations; the foregoing assignment is in addition to, and not in limitation of, rights of subrogation and/or reimbursement otherwise available to Ambac or the Segregated Account in respect of such Payments. The undersigned shall take such action and deliver such instruments as may be reasonably requested or required by Ambac or the Segregated Account to effectuate the purpose or provisions of the foregoing assignment.

Any oral or written communications to the Holder in respect of this Proof of Policy Claim Form and the Policy Claim made hereunder may be addressed to one of the following persons:

1. [ insert name ], [ address ], [ phone number ] and [ email ]

2. [ insert name ], [ address ], [ phone number ] and [ email ] ²

____________________________

² Contact details for at least 2 persons at the Holder must be provided. At least 1 contact person must be authorized to discuss operations and settlement matters . The person responsible for operations/settlements should be clearly identified .

ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD THE SEGREGATED ACCOUNT, THE REHABILITATOR OR OTHER PERSON FILES A STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT ACT, WHICH MAY BE SUBJECT TO CIVIL AND/OR CRIMINAL PENALTY.

[ ],

as Holder

By:

Name:

Title:



CLAIM SCHEDULE

Holder:
Deal name:
Policy #:
Payment Date:*
Claim Period:**
Total Claim Amount:

	Principal Claim Amount	Interest Claim Amount	Total Claim Amount
Insured Obligations
(including CUSIP, if any)



Total

*Payment Date is the date on which principal and/or interest is due for payment with respect to the Insured Obligation.

**Claim Period is the period in respect of which Payments are due on the Payment Date.
Please use a different Proof of Policy Claim Form and Claim Schedule for each Payment Date.



POLICY CLAIM PAYMENT - ALLOCATION SCHEDULE


Holder:
Deal name:
Policy #:

Total Claim Amount for Policy Claim:
Cash received in respect of Policy Claim:
Claim Period*:
Payment application date**:



Insured Obligations by CUSIP (if applicable):	Payment applied against Principal:	Payment applied against Interest:	Total Claim Payment applied:
XXXXX
XXXXX

Total

* Claim Period is the period in respect of which the Policy Claim was submitted pursuant to the Claim Schedule.
For a Deferred Payment, the Claim Period can be identified as "Deferred Payment."

** Payment application date is the date the Policy Claim Payment was paid by the Holder to the Beneficial Holders.

The Holder hereby certifies that the information contained in this Allocation Schedule to be true, correct and up-to-date.

_______________________________
For and on behalf of
[INSERT NAME OF HOLDER]
Name:
Title:
Date:

EXHIBIT C

EXAMPLE FOR WRITE DOWN TRANSACTIONS

WRITE DOWN EXAMPLE ¹

The example below is intended to provide a simplified illustration of how Permitted Policy Claims will be paid under the Plan and the Payment Guidelines. For present purposes, it is assumed that there is one Policy insuring only one series of Insured Obligations, secured by one pool of mortgage loan collateral, in a write down transaction, where the outstanding principal balance of the Insured Obligations is reduced by realized losses on the mortgage loans (“ Write Down Transaction ”). The example covers a period of four months and commences in month one, when the first Claim under the Policy is submitted to the Segregated Account in accordance with the Payment Guidelines.

Shown below are the monthly calculations and Payments associated with Permitted Policy Claims under the Payment Guidelines, including Interim Payments (initially at a 25% Interim Payment Percentage), the creation of Deferred Amounts (including Deferred Loss Amounts and Accretion Amounts), and the effect of Recovery Amounts.

Month One - Submission of a Policy Claim

In month one, the Beginning Bond Balance and Beginning Collateral Balance for this transaction are both $1,000 (A1) and (B1). Principal collections received during the month from payments on the underlying mortgage loans (“ Intrinsic Principal ”) are $20 (C1). During the month, the collateral suffers a $100 realized loss (D1), resulting in a Policy Claim submission of $100 (“ Month One Policy Claim ”). The Month One Policy Claim is not Permitted in month one (E1) because it will not have been determined to be a Permitted Policy Claim under the Payment Guidelines. Consequently, there are no Payments in respect of the Month One Policy Claim.

The payment of Intrinsic Principal ($20) and the $100 realized loss reduces the Beginning Bond Balance by $120, resulting in an Ending Bond Balance of $880 (H1). Together, the $20 Intrinsic Principal and the $100 realized loss reduce the Beginning Collateral Balance by $120, leaving an Ending Collateral Balance of $880 (I1).



WRITE DOWN TRANSACTION (Deferred Amount; Accretion; and Recovery Example)
Month	Description	Beginning Bond Balance		Beginning Collateral Balance		Intrinsic Principal		Collateral Realized Loss		Permitted Policy Claim Amount		Interim Payment Amount		Recovery Amount		Ending Bond Balance		Ending Collateral Balance		Beginning Deferred Amount		Accretion Amount		Deferred Loss Amount		Ending Deferred Amount
		A1		B1		C1		D1		E1		F1		G1		H1		I1		J1		K1		L1		M1
1	$20 intrinsic principal payment; $100 claim amount	$	1,000	$	1,000	$	20	$	100	$	—	$	—	$	—	$	880	$	880	$	—	$	—	$	—	$	—
Calcula-tions																A1 - C1 - D1		B1 - C1 - D1

_____________________________

¹ Capitalized terms and expressions not defined or explained herein have the meanings given to such terms in the Payment Guidelines. Amounts used in this example are representative only, and do not reflect any actual claims and are based on assumptions that may not be applicable to any particular policy. The calculations, and events specified in the example are based on assumptions made for illustrative purposes only and may not reflect what may occur in reality or in the future. The Rehabilitator will make determinations in respect of payments by the Segregated Account in his sole and absolute discretion, in accordance with the Plan and the Payment Guidelines.

Month Two - Interim Payment and Creation of Deferred Amount

In month two, the Beginning Bond Balance is $880 (A2) and the Beginning Collateral Balance is $880 (B2). Intrinsic Principal for month two is $35 (C2). During the month the collateral suffers an $80 realized loss (D2), resulting in a Policy Claim submission of $80 (“ Month Two Policy Claim ”).

The Month Two Policy Claim is not Permitted in month two because it will not have been determined to be a Permitted Policy Claim under the Payment Guidelines. Consequently, there are no Payments in respect of the Month Two Policy Claim.

The Month One Policy Claim is determined by the Rehabilitator to be a Permitted Policy Claim (E2). An Interim Payment of $25 (F2) is made, an amount equal to 25% of the Month One Policy Claim. In addition, a Deferred Loss Amount of $75 (L2) is established in respect of the Month One Policy Claim. There are no Accretion Amounts in month two in respect of any Permitted Policy Claim (K2).

The payment of Intrinsic Principal ($35) and the $80 realized loss together reduce the Beginning Bond Balance for the month by $115, leaving an Ending Bond Balance of $765 (H2). (The Interim Payment in respect of the Month One Policy Claim ($25) does not reduce the Beginning Bond Balance for the month because it represents payment of an amount in respect of losses that reduced the principal balance of the bonds in prior periods.) Application of the $35 Intrinsic Principal and the $80 realized loss reduces the Beginning Collateral Balance for the month by $115, leaving an Ending Collateral Balance of $765 (I2).



WRITE DOWN TRANSACTION (Deferred Amount; Accretion; and Recovery Example)
Month	Description	Beginning Bond Balance		Beginning Collateral Balance		Intrinsic Principal		Collateral Realized Loss		Permitted Policy Claim Amount		Interim Payment Amount		Recovery Amount		Ending Bond Balance		Ending Collateral Balance		Beginning Deferred Amount		Accretion Amount		Deferred Loss Amount		Ending Deferred Amount
		A1		B1		C1		D1		E1		F1		G1		H1		I1		J1		K1		L1		M1
1	$20 intrinsic principal payment; $100 claim amount	$	1,000	$	1,000	$	20	$	100	$	—	$	—	$	—	$	880	$	880	$	—	$	—	$	—	$	—
Calcula-tions																A1 - C1 - D1		B1 - C1 - D1

		A2		B2		C2		D2		E2		F2		G2		H2		I2		J2		K2		L2		M2
2	$35 intrinsic principal payment; $80 claim amount; 25% month 1 Interim Payment; 75% Deferred Amount created	$	880	$	880	$	35	$	80	$	100	$	25	$	—	$	765	$	765	$	—	$	—	$	75	$	75
Calcula-tions		H1		I1						D1		E2 x 25%				A2 - C2 - D2 + F2 - F2		B2 - C2 - D2		M1				E2 - F2		J2 + K2 + L2 - G2

Month Three - Accretion on Deferred Amounts in respect of Month One Policy Claim

In month three, the Beginning Bond Balance is $765 (A3) and the Beginning Collateral Balance is $765 (B3). Intrinsic Principal for month three is $25 (C3). During the month the collateral suffers a $100 realized loss (D3), resulting in a Policy Claim submission of $100 (“ Month Three Policy Claim ”).

The Month Three Policy Claim is not Permitted in month three because it will not have been determined to be a Permitted Policy Claim under the Payment Guidelines. Consequently, there are no Payments in respect of the Month Three Policy Claim.

The Beginning Deferred Amount in month three is $75 (J3).

The Month Two Policy Claim is determined by the Rehabilitator to be a Permitted Policy Claim (E3). An Interim Payment of $20 (F3) is made, an amount equal to 25% of the Month Two Policy Claim. In addition, a Deferred Loss Amount of $60 (L3) is established in respect of the Month Two Policy Claim.

The Accretion Amount in month three is $0.31 (K3), which represents the effective annual rate of 5.1% on the Beginning Deferred Amount of $75 (J3).

The Ending Deferred Amount for month three is $135.31 (M3), which is the sum of: (i) the Beginning Deferred Amount of $75 (J3) established in respect of the Month One Policy Claim, (ii) the Accretion Amount of $0.31 (K3) and (iii) the Deferred Loss Amount of $60 (L3) established in respect of the Month Two Policy Claim.

The payment of month three Intrinsic Principal ($25) and the $100 realized loss together reduce the Beginning Bond Balance for the month by $125, leaving an Ending Bond Balance of $640 (H3). (The Interim Payment in respect of the Month Two Policy Claim ($20) does not reduce the Beginning Bond Balance for the month.) Application of the $25 Intrinsic Principal and the $100 realized loss reduces the Beginning Collateral Balance by $125, leaving an Ending Collateral Balance of $640 (I3).



WRITE DOWN TRANSACTION (Deferred Amount; Accretion; and Recovery Example)
Month	Description	Beginning Bond Balance		Beginning Collateral Balance		Intrinsic Principal		Collateral Realized Loss		Permitted Policy Claim Amount		Interim Payment Amount		Recovery Amount		Ending Bond Balance		Ending Collateral Balance		Beginning Deferred Amount		Accretion Amount		Deferred Loss Amount		Ending Deferred Amount
		A1		B1		C1		D1		E1		F1		G1		H1		I1		J1		K1		L1		M1
1	$20 intrinsic principal payment; $100 claim amount	$	1,000	$	1,000	$	20	$	100	$	—	$	—	$	—	$	880	$	880	$	—	$	—	$	—	$	—
Calcula-tions																A1 - C1 - D1		B1 - C1 - D1

		A2		B2		C2		D2		E2		F2		G2		H2		I2		J2		K2		L2		M2
2	$35 intrinsic principal payment; $80 claim amount; 25% month 1 Interim Payment; 75% Deferred Amount created	$	880	$	880	$	35	$	80	$	100	$	25	$	—	$	765	$	765	$	—	$	—	$	75	$	75
Calcula-tions		H1		I1						D1		E2 x 25%				A2 - C2 - D2 + F2 - F2		B2 - C2 - D2		M1				E2 - F2		J2 + K2 + L2 - G2

		A3		B3		C3		D3		E3		F3		G3		H3		I3		J3		K3		L3		M3
3	$25 intrinsic principal payment; $100 claim amount; 25% month 2 Interim Payment; ending Deferred Amount of $135.32 (including $.32 accretion amount)	$	765	$	765	$	25	$	100	$	80	$	20	$	—	$	640	$	640	$	75	$	0.31	$	60	$	135.31
Calculations		H2		I2						D2		E3 x 25%				A3 - C3 - D3 + F3 - F3		B3 - C3 - D3		M2		J3 x (4.98%/ 12)		E3 - F3		J3 + K3 + L3 - G3

Month Four - Effect of Recovery Amounts

In month four, the Beginning Bond Balance is $640 (A4) and the Beginning Collateral Balance is $640 (B4). Intrinsic Principal for month four is $30 (C4). The transaction receives $60 (G4) as a Recovery Amount in respect of realized losses incurred in prior months. During the month the collateral suffers an $80 realized loss (D4), resulting in a Policy Claim submission of $80 (“ Month Four Policy Claim ”).

The Month Four Policy Claim is not Permitted in month four, because it will not have been determined to be a Permitted Policy Claim under the Payment Guidelines. Consequently, there are no Payments in respect of the Month Four Policy Claim.

In month four, the Beginning Deferred Amount is $135.31 (J4).

The Month Three Policy Claim is determined by the Rehabilitator to be a Permitted Policy Claim (E4). An Interim Payment of $25 (F4) is made, an amount equal to 25% of the Month Three Policy Claim. In addition, a Deferred Loss Amount of $75 (L4) is established in respect of the Month Three Policy Claim.

The Accretion Amount in month four is $0.56 (K4), which represents the effective annual rate of 5.1% on the Beginning Deferred Amount of $135.31 (J4).

The Ending Deferred Amount for month four is $150.87 (M4), which is equal to: (a) the sum of (i) the Beginning Deferred Amount of $135.31 (J4), (ii) the Accretion Amount of $0.56 (K4), and (iii) the Deferred Loss Amount of $75 (L4) established in respect of the Month Three Policy Claim (which sum is $210.87), reduced by (b) the $60 Recovery Amount (G4) realized in month four.

The payment of month four Intrinsic Principal ($30) and the $80 realized loss together reduce the Beginning Bond Balance by $110, leaving an Ending Bond Balance of $530 (H4). (Neither the Interim Payment in respect of the Month Three Policy Claim ($25) nor the Recovery Amount realized in month four ($60) reduces the Beginning Bond Balance for the month.) Application of the $30 Intrinsic Principal, and the $80 realized loss reduces the Beginning Collateral Balance by $110, leaving an Ending Collateral Balance of $530 (I4). ₂



WRITE DOWN TRANSACTION (Deferred Amount; Accretion; and Recovery Example)
Month	Description	Beginning Bond Balance		Beginning Collateral Balance		Intrinsic Principal		Collateral Realized Loss		Permitted Policy Claim Amount		Interim Payment Amount		Recovery Amount		Ending Bond Balance		Ending Collateral Balance		Beginning Deferred Amount		Accretion Amount		Deferred Loss Amount		Ending Deferred Amount
		A1		B1		C1		D1		E1		F1		G1		H1		I1		J1		K1		L1		M1
1	$20 intrinsic principal payment; $100 claim amount	$	1,000	$	1,000	$	20	$	100	$	—	$	—	$	—	$	880	$	880	$	—	$	—	$	—	$	—
Calcula-tions																A1 - C1 - D1		B1 - C1 - D1

		A2		B2		C2		D2		E2		F2		G2		H2		I2		J2		K2		L2		M2
2	$35 intrinsic principal payment; $80 claim amount; 25% month 1 Interim Payment; 75% Deferred Amount created	$	880	$	880	$	35	$	80	$	100	$	25	$	—	$	765	$	765	$	—	$	—	$	75	$	75
Calcula-tions		H1		I1						D1		E2 x 25%				A2 - C2 - D2 + F2 - F2		B2 - C2 - D2		M1				E2 - F2		J2 + K2 + L2 - G2

		A3		B3		C3		D3		E3		F3		G3		H3		I3		J3		K3		L3		M3
3	$25 intrinsic principal payment; $100 claim amount; 25% month 2 Interim Payment; ending Deferred Amount of $135.32 (including $.32 accretion amount)	$	765	$	765	$	25	$	100	$	80	$	20	$	—	$	640	$	640	$	75	$	0.31	$	60	$	135.31
Calcula-tions		H2		I2						D2		E3 x 25%				A3 - C3 - D3 + F3 - F3		B3 - C3 - D3		M2		J3 x (4.98%/ 12)		E3 - F3		J3 + K3 + L3 - G3
																\
		A4		B4		C4		D4		E4		F4		G4		H4		I4		J4		K4		L4		M4
4	$30 intrinsic principal payment; $80 claim amount; 25% month 3 Interim Payment; $60 Recovery; ending Deferred Amount of $150.90	$	640	$	640	$	30	$	80	$	100	$	25	$	60	$	530	$	530	$	135.31	$	0.56	$	75	$	150.87
Calcula-tions		H3		I3						D3		E4 x 25%				A4-C4-D4+F4-F4+G4-G4		B4 - C4 - D4		M3		J4 x (4.98%/ 12)		E4 - F4		J4 + K4 + L4 - G4

__________________________

² The month four Ending Bond Balance of $530 (H4) reconciles with the month one Beginning Bond Balance of $1,000 (A1) as follows:

Month one Beginning Bond Balance ($1,000, A1) MINUS: (i) the sum of all payments of Intrinsic Principal (C1 + C2 + C3 + C4 = $110); (ii) the sum of all Interim Payments (F2 + F3 + F4 = $70); (iii) the sum of all Recovery Amounts (G4 = $60); (iv) the Month Four Policy Claim ($80, D4), which is not yet a Permitted Policy Claim; and

(v) the month four Deferred Loss Amount ($150, M4 without considering accretion), EQUALS the month four Ending Bond Balance ($530, H4).

EXHIBIT D

EXAMPLE FOR UNDERCOLLATERALIZED TRANSACTIONS

UNDERCOLLATERALIZED EXAMPLE ¹

The example below is intended to provide a simplified illustration of how Permitted Policy Claims will be paid under the Plan and the Payment Guidelines. For present purposes, it is assumed that there is one Policy insuring only one series of Insured Obligations, secured by one pool of mortgage loan collateral, in an undercollateralizing transaction, where the outstanding principal balance of the Insured Obligations is not reduced by realized losses on the mortgage loans (“ Undercollateralized Transaction ”). The example covers a period of four months and commences in month one, when the first Claim under the Policy is submitted to the Segregated Account in accordance with the Payment Guidelines.

Month One - Submission of a Policy Claim

The payment of Intrinsic Principal reduces the Beginning Bond Balance by $20, resulting in an Ending Bond Balance of $980 (H1). Together, the $20 Intrinsic Principal and the $100 realized loss reduce the Beginning Collateral Balance by $120, leaving an Ending Collateral Balance of $880 (I1).



UNDERCOLLATERALIZED TRANSACTION (Deferred Amount; Accretion; and Recovery Example)
Month	Description	Beginning Bond Balance		Beginning Collateral Balance		Intrinsic Principal		Collateral Realized Loss		Permitted Policy Claim Amount		Interim Payment Amount		Recovery Amount		Ending Bond Balance		Ending Collateral Balance		Beginning Deferred Amount		Accretion Amount		Defered Loss Amount		Ending Deferred Amount
		A1		B1		C1		D1		E1		F1		G1		H1		I1		J1		K1		L1		M1
1	$20 intrinsic principal payment; $100 principal loss claim amount	$	1,000	$	1,000	$	20	$	100	$	—	$	—	$	—	$	980	$	880	$	—	$	—	$	—	$	—
Calcula-tions																A1 - C1 - F1 - G1		B1 - C1 - D1

_________________________________

Month Two - Interim Payment and Creation of Deferred Amount

In month two, the Beginning Bond Balance is $980 (A2) and the Beginning Collateral Balance is $880 (B2). Intrinsic Principal for month two is $35 (C2). During the month the collateral suffers an $80 realized loss (D2), resulting in a Policy Claim submission of $80 (“ Month Two Policy Claim ”).

The payment of Intrinsic Principal ($35) and the Interim Payment in respect of the Month One Policy Claim ($25) together reduce the Beginning Bond Balance for the month by $60, leaving an Ending Bond Balance of $920 (H2). Application of the $35 Intrinsic Principal and the $80 realized loss reduces the Beginning Collateral Balance for the month by $115, leaving an Ending Collateral Balance of $765 (I2).



UNDERCOLLATERALIZED TRANSACTION (Deferred Amount; Accretion; and Recovery Example)
Month	Description	Beginning Bond Balance		Beginning Collateral Balance		Intrinsic Principal		Collateral Realized Loss		Permitted Policy Claim Amount		Interim Payment Amount		Recovery Amount		Ending Bond Balance		Ending Collateral Balance		Beginning Deferred Amount		Accretion Amount		Deferred Loss Amount		Ending Deferred Amount
		A1		B1		C1		D1		E1		F1		G1		H1		I1		J1		K1		L1		M1
1	$20 intrinsic principal payment; $100 principal loss claim amount	$	1,000	$	1,000	$	20	$	100	$	—	$	—	$	—	$	980	$	880	$	—	$	—	$	—	$	—
Calculations																A1 - C1 - F1 - G1		B1 - C1 - D1

		A2		B2		C2		D2		E2		F2		G2		H2		I2		J2		K2		L2		M2
2	$35 intrinsic principal payment; $80 principal loss claim amount; 25% month 1 Interim Payment; 75% Deferred Amount created	$	980	$	880	$	35	$	80	$	100	$	25	$	—	$	920	$	765	$	—	$	—	$	75	$	75
Calculations		H1		I1						D1		E2 x 25%				A2 - C2 - F2 -G2		B2 - C2 - D2		M1				E2 - F2		J2 + K2 + L2 - G2

Month Three - Accretion on Deferred Amounts in respect of Month One Policy Claim

In month three, the Beginning Bond Balance is $920 (A3) and the Beginning Collateral Balance is $765 (B3). Intrinsic Principal for month three is $25 (C3). During the month the collateral suffers a $100 realized loss (D3), resulting in a Policy Claim submission of $100 (“ Month Three Policy Claim ”).

The Beginning Deferred Amount in month three is $75 (J3).

The Accretion Amount in month three is $0.31 (K3), which represents the effective annual rate of 5.1% on the Beginning Deferred Amount of $75 (J3).

The payment of month three Intrinsic Principal ($25) and the Interim Payment in respect of the Month Two Policy Claim ($20) together reduce the Beginning Bond Balance for the month by $45, leaving an Ending Bond Balance of $875 (H3). Application of the $25 Intrinsic Principal and the $100 realized loss reduces the Beginning Collateral Balance by $125, leaving an Ending Collateral Balance of $640 (I3).



UNDERCOLLATERALIZED TRANSACTION (Deferred Amount; Accretion; and Recovery Example)
Month	Description	Beginning Bond Balance		Beginning Collateral Balance		Intrinsic Principal		Collateral Realized Loss		Permitted Policy Claim Amount		Interim Payment Amount		Recovery Amount		Ending Bond Balance		Ending Collateral Balance		Beginning Deferred Amount		Accretion Amount		Deferred Loss Amount		Ending Deferred Amount
		A1		B1		C1		D1		E1		F1		G1		H1		I1		J1		K1		L1		M1
1	$20 intrinsic principal payment; $100 principal loss claim amount	$	1,000	$	1,000	$	20	$	100	$	—	$	—	$	—	$	980	$	880	$	—	$	—	$	—	$	—
Calcula-tions																A1 - C1 - F1 - G1		B1 - C1 - D1

		A2		B2		C2		D2		E2		F2		G2		H2		I2		J2		K2		L2		M2
2	$35 intrinsic principal payment; $80 principal loss claim amount; 25% month 1 Interim Payment; 75% Deferred Amount created	$	980	$	880	$	35	$	80	$	100	$	25	$	—	$	920	$	765	$	—	$	—	$	75	$	75
Calcula-tions		H1		I1						D1		E2 x 25%				A2 - C2 - F2 -G2		B2 - C2 - D2		M1				E2 - F2		J2 + K2 + L2 - G2

		A3		B3		C3		D3		E3		F3		G3		H3		I3		J3		K3		L3		M3
3	$25 intrinsic principal payment; $100 principal loss claim amount; 25% month 2 Interim Payment; ending Deferred Amount of $135.32 (including $.32 Accretion Amount)	$	920	$	765	$	25	$	100	$	80	$	20	$	—	$	875	$	640	$	75	$	0.31	$	60	$	135.31
Calcula-tions		H2		I2						D2		E3 x 25%				A3 - C3 - F3 - G3		B3 - C3 - D3		M2		J3 x (4.98%/ 12)		E3 - F3		J3 + K3 + L3 - G3

Month Four - Effect of Recovery Amounts

In month four, the Beginning Bond Balance is $875 (A4) and the Beginning Collateral Balance is $640 (B4). Intrinsic Principal for month four is $30 (C4). The transaction receives $60 (G4) as a Recovery Amount in respect of realized losses incurred in prior months. During the month the collateral suffers an $80 realized loss (D4), resulting in a Policy Claim submission of $80 (“ Month Four Policy Claim ”).

In month four, the Beginning Deferred Amount is $135.31 (J4).

The Accretion Amount in month four is $0.56 (K4), which represents the effective annual rate of 5.1% on the Beginning Deferred Amount of $135.31 (J4).

The payment of month four Intrinsic Principal ($30), the Interim Payment in respect of the Month Three Policy Claim ($25) and the Recovery Amount realized in month four ($60), together reduce the Beginning Bond Balance by $115, leaving an Ending Bond Balance of $760 (H4). Application of the $30 Intrinsic Principal, and the $80 realized loss reduces the Beginning Collateral Balance by $110, leaving an Ending Collateral Balance of $530 (I4). ²



UNDERCOLLATERALIZED TRANSACTION (Deferred Amount; Accretion; and Recovery Example)
Month	Description	Beginning Bond Balance		Beginning Collateral Balance		Intrinsic Principal		Collateral Realized Loss		Permitted Policy Claim Amount		Interim Payment Amount		Recovery Amount		Ending Bond Balance		Ending Collateral Balance		Beginning Deferred Amount		Accretion Amount		Deferred Loss Amount		Ending Deferred Amount
		A1		B1		C1		D1		E1		F1		G1		H1		I1		J1		K1		L1		M1
1	$20 intrinsic principal payment; $100 principal loss claim amount	$	1,000	$	1,000	$	20	$	100	$	—	$	—	$	—	$	980	$	880	$	—	$	—	$	—	$	—
Calcula-tions																A1 - C1 - F1 - G1		B1 - C1 - D1

		A2		B2		C2		D2		E2		F2		G2		H2		I2		J2		K2		L2		M2
1	$35 intrinsic principal payment; $80 principal loss claim amount; 25% month 1 Interim Payment; 75% Deferred Amount created	$	980	$	880	$	35	$	80	$	100	$	25	$	—	$	920	$	765	$	—	$	—	$	75	$	75
Calcula-tions		H1		I1						D1		E2 x 25%				A2 - C2 - F2 -G2		B2 - C2 - D2		M1				E2 - F2		J2 + K2 + L2 - G2

		A3		B3		C3		D3		E3		F3		G3		H3		I3		J3		K3		L3		M3
1	$25 intrinsic principal payment; $100 principal loss claim amount; 25% month 2 Interim Payment; ending Deferred Amount of $135.32 (including $.32 Accretion Amount)	$	920	$	765	$	25	$	100	$	80	$	20	$	—	$	875	$	640	$	75	$	0.31	$	60	$	135.31
Calcula-tions		H2		I2						D2		E3 x 25%				A3 - C3 - F3 - G3		B3 - C3 - D3		M2		J3 x (4.98%/ 12)		E3 - F3		J3 + K3 + L3 - G3

		A4		B4		C4		D4		E4		F4		G4		H4		I4		J4		K4		L4		M4
4	$30 intrinsic principal payment; $80 claim amount; 25% month 3 Interim Payment; $60 Recovery; ending Deferred Amount of $150.90	$	875	$	640	$	30	$	80	$	100	$	25	$	60	$	760	$	530	$	135.31	$	0.56	$	75	$	150.87
Calcula-tions		H3		I3						D3		E4 x 25%				A4 - C4 -F4 - G4		B4 - C4 - D4		M3		J4 x (4.98%/ 12)		E4 - F4		J4 + K4 + L4 - G4

________________________

² Note that in order to reconcile the Deferred Loss Amount ($150 in month four (M4 without considering accretion)) to the Undercollateralized amount ($230 (H4 minus I4)), the Month Four Policy Claim ($80 (D4)), which will not yet have been determined to be a Permitted Policy Claim under the Payment Guidelines, must be added to the Deferred Loss Amount.

EXHIBIT E

EXAMPLE FOR CERTAIN MULTI-CUSIP POLICIES

REALLOCATION OF DEFERRED LOSS AMOUNT EXAMPLE ¹

Pursuant to the Payment Guidelines, Deferred Loss Amounts are calculated and allocated to Insured Obligations, including multiple classes of Insured Obligations insured under a single Policy. Situations can arise where the Deferred Loss Amount with respect to a single Policy remains unchanged, but due to the priority of payments under the Transaction Documents, the Deferred Loss Amounts allocated to multiple classes of Insured Obligations under such Policy no longer reflect the losses that each such Insured Obligation has incurred. This could result in a situation where Deferred Loss Amounts are overstated for some Insured Obligations and understated for others. To ensure that any Deferred Payments will be applied accurately, the Rehabilitator may, in his sole and absolute discretion, reallocate Deferred Loss Amounts among classes of Insured Obligations insured by a single Policy to the extent necessary to ensure that the Deferred Loss Amounts reflect the actual losses allocated to the Insured Obligations under the Transaction Documents.

Upon reallocation of a Deferred Loss Amount from one Insured Obligation to another, there shall be no further accretion on such reallocated Deferred Loss Amount in respect of the Insured Obligation from which the Deferred Loss Amount was reallocated. However, Accretion Amounts that accrued prior to such transfer shall remain with the Beneficial Holders of the Insured Obligation from which the Deferred Loss Amount was reallocated, and will continue to accrete in accordance with the Payment Guidelines.

The example below is intended to provide a simplified illustration of how Deferred Loss Amounts may be allocated and reallocated among multiple classes of Insured Obligations insured by one Policy under the Plan and the Payment Guidelines in one set of circumstances.

For present purposes, it is assumed that: (i) there is one Policy insuring two classes of Insured Obligations, Class A1 and Class A2, (ii) principal amounts under the Transaction Documents are paid first to the Class A1 bond, the most senior Insured Obligation (until its balance is reduced to zero) and then to the Insured Obligation in next order of priority, the Class A2 bond (until its balance is reduced to zero) (a “ Sequential Pay Transaction ”), (iii) the Insured Obligations are secured by one pool of mortgage loan collateral, where the outstanding principal balance of the Insured Obligations is not reduced by realized losses on the mortgage loans (an “ Undercollateralized Transaction ”), (iv) initially, only the Class A1 bond has a Deferred Loss Amount and (v) there are no Deferred Payments made. The example covers a period of two months and commences in month one, when the first reallocation of Deferred Loss Amounts between different classes of Insured Obligations occurs.

Shown below are the monthly calculations and reallocation of Deferred Loss Amounts among two classes of Insured Obligations under the Payment Guidelines. The Deferred Loss Amounts are reallocated as a result of the payment in full of the most senior Insured Obligation in a Sequential Pay Transaction in accordance with the terms and conditions of the Transaction Documents.

___________________________

1 Capitalized terms and expressions not defined or explained herein have the meanings given to such terms in the Payment Guidelines. Amounts used in this example are representative only, and do not reflect any actual claims and are based on assumptions that may not be applicable to any particular policy. The calculations, and events specified in the example are based on assumptions made for illustrative purposes only and may not reflect what may occur in reality or in the future. The Rehabilitator will make determinations in respect of payments by the Segregated Account in his sole and absolute discretion, in accordance with the Plan and the Payment Guidelines.

Month One - Reallocation of Deferred Loss Amount among Insured Obligations of Sequential Pay Transaction

In month one, the Beginning Bond Balance for the Class A1 bond is $90 and for the Class A2 bond is $120 (A1). The Beginning Collateral Balance for this transaction is $130 (B1), reflecting prior realized losses of $80, resulting in the Transaction being undercollateralized by an equal amount. Principal collections received during the month from payments on the underlying mortgage loans (“ Intrinsic Principal ”) are $60 (E1). During the month, the collateral suffers no additional realized loss (G1), resulting in no Policy Claim for the month. There are no outstanding Permitted Policy Claims and the Rehabilitator has not declared a Deferred Payment, consequently, there are no Interim or Deferred Payments made on account of the Insured Obligations.

Because this is a Sequential Pay Transaction, Intrinsic Principal is paid first to the Class A1 senior bond to reduce the Beginning Bond Balance of the Class A1 bond by $60, resulting in an Ending Bond Balance for the Class A1 bond of $30 (I1) and since there is no additional Intrinsic Principal, there is no payment made to the Class A2 bond, leaving its Ending Bond Balance at $120 (I1). The $60 Intrinsic Principal reduces the Beginning Collateral Balance of $130 by $60, leaving an Ending Collateral Balance of $70 (J1).

The Beginning Deferred Amount for the Class A1 bond is $80 and for the Class A2 bond is $0 (D1).

The Accretion Amount for month one for Class A1 is $0.33 (K1), which represents accretion at the effective annual rate of 5.1% on the Beginning Deferred Amount of $80 (D1). There is no Accretion Amount for Class A2 as it does not have any outstanding Deferred Amount.

At the beginning of the month, the Class A1 bond was $80 undercollateralized (C1) and the Class A2 bond had no undercollateralization (C1). After the payment of Intrinsic Principal of $60 to the Class A1 bond, the Class A1 bond’s share of the $80 undercollateralization is $30 and the Class A2 bond’s share of the $80 undercollateralization is $50.

The Deferred Loss Amount on the transaction as a whole has not been reduced by either Deferred Payments or Recovery Amounts, and remains unchanged at $80. However, the allocation of the Deferred Loss Amount among the two classes of Insured Obligations must be modified due to the reduction in Bond Balance of the Class A1 bonds below the Class A1 bond Deferred Loss Amount. This reduction in Bond Balance of the Class A1 bond results in a shift in the allocation of the undercollateralization of the Transaction to the Class A2 bond, requiring a corresponding shift of the Deferred Loss Amount from the Class A1 bond to the Class A2 bond.

The Deferred Loss Amount allocated to the Class A1 Bond is reduced from $80 to $30 (L1), reflecting the receipt by the Class A1 bond of $60 Intrinsic Principal and the reduction of its undercollateralization. The remaining $50 of Deferred Loss Amount is allocated to the Class A2 bond (L1).

The Ending Deferred Amount for the Class A1 bond is $30.33 (L1), which is the sum of: (i) the Beginning Deferred Amount of $80 (D1), plus (ii) the Accretion Amount of $0.33 (K1) minus (iii) the Deferred Loss Amount of $50 reallocated to the Class A2 bond from the Class A1 bond.

The Ending Deferred Amount for the Class A2 bond is $50 (L1), which is the sum of: (i) the Beginning Deferred Amount of $0 (D1), plus (ii) the Accretion Amount of $0 (K1) plus (iii) the Deferred Loss Amount of $50 reallocated to the Class A2 bond from the Class A1 bond.

UNDERCOLLATERALIZED TRANSACTION (Reallocation of Deferred Amounts Example)

Description

Beginning Bond Balance

Beginning Collateral Balance

Undercollater-ization Allocation

Beginning Deferred Amounts

Intrinsic Principal

Intrinsic Principal Allocation

Collateral Realized Loss

Permitted Policy Claim Amount

Ending Bond Balance

Ending Collateral Balance

Accretion Amounts

Ending Deferred Amounts

$60 Intrinsic Principal payment; $0 Collateral Realized Loss

$90 Class A1

$120 Class A2

$130

$80 Class A1

$0 Class A2

$80 Class A1

$0 Class A2

$60 Class A1

$0 Class A2

—

$30 Class A1

$120 Class A2

$.33 Class A1

$0 Class A2

$30.33 Class A1

$50 Class A2

Calculations

A1 - E1

B1 - E1

D1 x (4.98%/12)

Month Two - Reallocation of Deferred Loss Amount among Insured Obligations of Sequential Pay Transaction

In month two, the Beginning Bond Balance for Class A1 bond is $30 and for Class A2 bond is $120 (A2). The Beginning Collateral Balance for month two is $70 (B2) and the Transaction is undercollateralized by $80. Intrinsic Principal received is $50 (E2). During the month, the collateral suffers no additional realized loss (G2), resulting in no Policy Claim for the month. There are no outstanding Permitted Policy Claims, consequently, there are no Payments made to the Insured Obligations in respect of either Permitted Policy Claims or Deferred Amounts.

Because this is a Sequential Pay Transaction, Intrinsic Principal is paid first to Class A1 senior bond reducing the Beginning Bond Balance of Class A1 bond by $30, resulting in an Ending Bond Balance for the Class A1 bond of $0 (I2). The remainder of Intrinsic Principal of $20 is paid to the Class A2 bond reducing the Beginning Bond Balance of the Class A2 bond by $20, resulting in an Ending Bond Balance for the Class A2 bond of $100 (I2). The $50 Intrinsic Principal reduces the Beginning Collateral Balance of $70 by $50, leaving an Ending Collateral Balance of $20 (J2).

The Beginning Deferred Amount for the Class A1 bond is $30.33 and for the Class A2 bond is $50 (D2).

The Accretion Amount for month two for Class A1 bond is $0.13 (K2), which represents accretion at the effective annual rate of 5.1% on the Beginning Deferred Amount of $30.33 (D2) and the Accretion Amount for Class A2 bond is $0.21 (K2), which represents accretion at the effective annual rate of 5.1% on the Beginning Deferred Amount of $50 (D2).

At beginning of the month, the Class A1 bond was $30 undercollateralized (C2) and the Class A2 bond was $50 undercollateralized (C2). After the payment of Intrinsic Principal, the Class A1 bond is fully paid and the Class A2 bond is undercollateralized by $80.

After the payment of the $50 of Intrinsic Principal to the Class A1 bond and Class A2 bond, the undercollateralization of the transaction, as a whole, remains unchanged at $80, but now resides solely with the Class A2 bond. The Deferred Loss Amount on the transaction as a whole remains unchanged at $80. However, the Deferred Loss Amounts among the two Classes of Insured Obligations must be reallocated due to the reduction in Bond Balance of the Class A1 bond that has shifted the allocation of the undercollateralization of the Transaction to the Class A2 bond.

The Deferred Loss Amount allocated to the Class A1 Bond is reduced from $30 to $0 (L2), reflecting the receipt of the Class A1 bond of $30 Intrinsic Principal. The Deferred Loss Amount of $30 that was allocated to the Class A1 bond is reallocated to the Class A2 bond, increasing its Deferred Loss Amount from $50 to $80 (L2). The Accretion Amount for the Class A1 bond of $0.46 remains with the Class A1 bond and is not reallocated (L2).

The Ending Deferred Amount for month two for Class A1 is $0.46 (L2), which is the sum of: (i) the Beginning Deferred Amount of $30.33 (D2), plus (ii) the Accretion Amount of $0.13 (K2) minus (iii) the Deferred Loss Amount of $30 reallocated to the Class A2 bond from the Class A1 bond.

The Ending Deferred Amount for month two for Class A2 is $80.21 (L2), which is the sum of: (i) the Beginning Deferred Amount of $50 (D2), plus (ii) the Accretion Amount of $0.21 (K2) plus (iii) the Deferred Loss Amount of $30 reallocated to the Class A2 bond from the Class A1 bond.

UNDERCOLLATERALIZED TRANSACTION (Reallocation of Deferred Amounts Example)

Description

Beginning Bond Balance

Beginning Collateral Balance

Undercollater-ization Allocation

Beginning Deferred Amounts

Intrinsic Principal

Intrinsic Principal Allocation

Collateral Realized Loss

Permitted Policy Claim Amount

Ending Bond Balance

Ending Collateral Balance

Accretion Amounts

Ending Deferred Amounts

$60 Intrinsic Principal payment; $0 Collateral Realized Loss

$90 Class A1

$120 Class A2

$130

$80 Class A1

$0 Class A2

$80 Class A1

$0 Class A2

$60 Class A1

$0 Class A2

—

$30 Class A1

$120 Class A2

$.33 Class A1

$0 Class A2

$30.33 Class A1

$50 Class A2

Calculations

A1 - E1

B1 - E1

D1 x (4.98%/12)

$50 Intrinsic Principal payment; $0 Collateral Realized Loss

$30 Class A1

$120 Class A2

$30 Class A1

$50 Class A2

$30.33 Class A1

$50 Class A2

$30 Class A1

$20 Class A2

—

$0 Class A1

$100 Class A2

$.13 Class A1

$.21 Class A2

$.46 Class A1

$80.21 Class A2

Calculations

A2 - E2

B2 - E2

D2 x (4.98%/12)

EXHIBIT 2
LVM PAYMENT GUIDELINES

LVM PAYMENT GUIDELINES FOR PLAN OF REHABILITATION, AS AMENDED

Date: June 12, 2014

Issued by

the Rehabilitator and the Special Deputy Commissioner

of the Segregated Account of Ambac Assurance Corporation

The liabilities of AAC under financial guaranty policy no. 17548BE (the “ LVM Policy ”) have been allocated to the Segregated Account. However, unlike the majority of financial guaranty policies allocated to the Segregated Account, where a trustee or submitting agent is the Holder and submits a claim on behalf of all bondholders, each beneficial owner of an interest in the LVM Bonds (each, an “ LVM Holder ”) is the party responsible for the submission of a claim under the LVM Policy (an “ LVM Policy Claim ”) to the entity named as Insurance Trustee in the LVM Policy (the “ Insurance Trustee ”).

Given the unique nature of the LVM Policy and the claims procedure thereunder, the Rehabilitator wishes to clarify the procedure for the submission of LVM Policy Claims to the Segregated Account, and for the evaluation, processing, and partial payment of such LVM Policy Claims by the Segregated Account pursuant to the Plan. Accordingly, the Rehabilitator hereby issues the following rules, procedures, and guidelines (as may be amended, modified or supplemented from time to time pursuant to the terms hereof, the “ LVM Payment Guidelines ”). These LVM Payment Guidelines are being posted online at www.ambacpolicyholders.com , and shall be effective on the Effective Date.

These LVM Payment Guidelines replace and supersede the Rules Governing the Submission, Processing and Partial Payment of Claims Under Financial Guaranty Policy No. 17548BE by the Segregated Account of Ambac Assurance Corporation in Accordance With June 4, 2012 Interim Cash Payment Order, dated as of October 10, 2012 (the “ 2012 LVM Payment Rules ”).

For the avoidance of doubt, nothing contained in these LVM Payment Guidelines replaces, amends or supplements any of the Payment Guidelines for Plan of Rehabilitation dated June 12, 2014 (the “ Non-LVM Payment Guidelines ”) insofar as they relate to any Policy or Policy Claim other than the LVM Policy and LVM Policy Claims. In particular and without limitation, the Non-LVM Payment Guidelines shall govern the submission, evaluation, processing and partial payment of any LVM Surety Bond Claim and nothing contained herein is, or shall be, applicable to an LVM Surety Bond Claim.

______________________

ARTICLE I

Submission and Processing of LVM Policy Claims

1.1 LVM Policy Claims Administration.

Pursuant to the Management Services Agreement, the Rehabilitator has engaged the Management Services Provider to assist him and the Segregated Account in processing LVM Policy Claims. Subject to the oversight and control of the Special Deputy Commissioner and the Rehabilitator, the Management Services Provider is responsible for administering, disputing, objecting to, compromising or otherwise resolving LVM Policy Claims in accordance with the Plan, these LVM Payment Guidelines and the Segregated Account Operational Documents, together with any other rules or guidelines issued by the Rehabilitator or the Special Deputy Commissioner under any of the foregoing, all existing orders of the Court and the specific directions of the Rehabilitator or the Special Deputy Commissioner.

1.2 Submission of LVM Policy Claims.

Notwithstanding the provisions of the LVM Policy, the Segregated Account, the Rehabilitator and the Management Services Provider have agreed to unconditionally waive forever the requirement under the LVM Policy that each LVM Holder submit an LVM Policy Claim to the Insurance Trustee. Instead, each of the Rehabilitator, the Segregated Account and the Management Services Provider hereby agrees that an LVM Policy Claim shall be eligible to be a Pending LVM Policy Claim if the entity named as trustee for and on behalf of the LVM Holders under the Senior Indenture, dated as of September 1, 2000 by and between the Director of the State of Nevada Department of Business and Industry and Wells Fargo Bank, N.A. as trustee, as amended, supplemented or varied from time to time (the “ LVM Trustee ”), submits to the Management Services Provider (i) such LVM Policy Claim in accordance with, and including such information as is required by, the provisions of the LVM Policy and any other Transaction Document(s) giving rise to or governing the submission of such LVM Policy Claim, and (ii) a fully completed and duly executed Proof of LVM Policy Claim Form in the form attached to these LVM Payment Guidelines as Exhibit B relating to such LVM Policy Claim, including the Claim Schedule referred to therein.

Consistent with the foregoing, the LVM Trustee is hereby authorized to submit an LVM Policy Claim and Proof of LVM Policy Claim Form on behalf of each LVM Holder (other than AAC as the LVM Holder of the LVM Tendered Bonds) who, but for the provisions of these LVM Payment Guidelines, would be entitled to submit an LVM Policy Claim under the LVM Policy. No LVM Holder is permitted to submit an LVM Policy Claim and/or a Proof of LVM Policy Claim Form under these LVM Payment Guidelines, and any LVM Policy Claim so submitted by an LVM Holder shall be Disallowed in accordance with the procedure set forth in Section 3.1 hereof. For the avoidance of doubt, the LVM Trustee shall not submit any LVM Policy Claims in respect of any LVM Bonds which were acquired by AAC pursuant to the LVM Tender and AAC shall not submit any LVM Policy Claims in respect of the LVM Tendered Bonds. Nor shall the LVM Trustee submit any LVM Policy Claim already submitted to the Management Services Provider in accordance with the 2012 LVM Payment Rules.

The LVM Trustee shall submit all LVM Policy Claims for the same Claim Period on one Proof of LVM Policy Claim Form (and Claim Schedule), and shall therein identify each Insured Obligation (by CUSIP, if any) to which each such LVM Policy Claim relates, as required by the Claim Schedule relating to such Proof of LVM Policy Claim Form. A separate Proof of LVM Policy Claim Form and Claim Schedule shall be submitted for all LVM Policy Claims for each Claim Period. Each such LVM Policy Claim submitted in accordance with this Section and Section 1.3, and meeting the requirements of Section 1.4 shall be referred to as a Pending LVM Policy Claim.

1.3 Timing for Submission of LVM Policy Claims.

The LVM Trustee shall not submit an LVM Policy Claim any earlier than permitted under the LVM Policy or other Transaction Document giving rise to or governing the submission of such LVM Policy Claim; provided, however, that the LVM Trustee shall submit an LVM Policy Claim in a timely manner such that it is determined not to be a Late Claim.

1.4 Pending LVM Policy Claim.

No LVM Policy Claim shall become a Pending LVM Policy Claim unless the LVM Trustee fully and properly complies with (i) the requirements of Sections 1.2 and 1.3 hereof, as applicable (ii) the requirements of the Proof of LVM Policy Claim Form (including the Claim Schedule referred to therein) with respect to such LVM Policy Claim, and (iii) any other guidelines or further directions issued by the Rehabilitator from time to time.

1.5 Eligibility of Pending LVM Policy Claims.

No LVM Policy Claim shall be eligible to be considered a Permitted LVM Policy Claim on any Payment Date following the date of submission by the LVM Trustee (including the first Payment Date to occur after the Effective Date) unless it is a Pending LVM Policy Claim on or prior to 5:00 p.m. (Eastern Time) on the last Business Day of the calendar

month immediately preceding the calendar month in which such Payment Date occurs, unless the Rehabilitator determines otherwise in his sole and absolute discretion.

1.6 Evaluation of Pending LVM Policy Claims.

The Management Services Provider shall evaluate each Pending LVM Policy Claim to determine whether the amount set forth in the Proof of LVM Policy Claim Form is a Permitted LVM Policy Claim or whether an Objection should be raised as to such LVM Policy Claim in accordance with Section 3.1 hereof. The Management Services Provider may, from time to time, ask the LVM Trustee to supplement its Pending LVM Policy Claim with further supporting documentation in order to evaluate and decide whether to Permit such Pending LVM Policy Claim. Upon the determination by the Management Services Provider and the Rehabilitator that a Pending LVM Policy Claim constitutes a Permitted Claim, such LVM Policy Claim shall be considered a Permitted LVM Policy Claim.

1.7 No Re-Submission of LVM Policy Claims.

Unless required or permitted by the Rehabilitator, the Segregated Account or the Management Services Provider, the LVM Trustee shall not submit an LVM Policy Claim to the Management Services Provider more than once or in more than one Proof of LVM Policy Claim Form, including without limitation, any LVM Policy Claim previously submitted by the LVM Trustee to the Management Services Provider or the Segregated Account in accordance with the 2012 LVM Payment Rules. For the avoidance of doubt, unless required by the Rehabilitator, the Segregated Account or the Management Services Provider, the LVM Trustee may not submit a subsequent Proof of LVM Policy Claim Form for any portion of a Permitted LVM Policy Claim not satisfied pursuant to any Payment, or for any Pending LVM Policy Claim, Disputed Claim, Late Claim or Disallowed Claim, or for any Policy Claim relating to the LVM Tendered Bonds.

1.8 No Duplicative Recovery.

No LVM Holder of any securities insured by the LVM Policy shall be entitled to receive consideration (whether from any Payments, Recovery Amounts or other amounts received from any other source) on account of its Permitted LVM Policy Claim that exceeds 100% of the amount of such Permitted LVM Policy Claim, other than Accretion Amounts.

ARTICLE II

Payments on Permitted LVM Policy Claims

2.1 Interim Payments.

The LVM Trustee shall receive an Interim Payment in respect of each Permitted LVM Policy Claim unless (i) the Court or the Rehabilitator (in his sole and absolute discretion) has permitted an Alternative Resolution of such Permitted LVM Policy Claim, or (ii) the LVM Trustee is deemed to have already received an Interim Payment in respect of such Permitted LVM Policy Claim pursuant to the 2012 LVM Payment Rules, as contemplated by Section 2.16 of these LVM Payment Guidelines.

2.2 Procedure for Interim Payments.

If the Management Services Provider, the Rehabilitator or the Court has determined that a Pending LVM Policy Claim constitutes a Permitted LVM Policy Claim, the Segregated Account shall pay to the LVM Trustee (and not to the Insurance Trustee) an Interim Payment in Cash. Any Interim Payment in respect of a Permitted LVM Policy Claim shall be made on the first Payment Date occurring after the Determination Date by which it was determined to be a Permitted LVM Policy Claim. Such Interim Payment shall be paid by the Segregated Account to the account of the LVM Trustee identified in the Proof of LVM Policy Claim Form relating to such Permitted LVM Policy Claim; provided that , the LVM Trustee shall distribute such Interim Payment (solely in respect of Insured Obligations) in accordance with the provisions of the Transaction Documents relating to such LVM Policy. For the avoidance of doubt, notwithstanding the LVM Trustee’s obligation to submit all LVM Policy Claims on one Proof of LVM Policy Claim Form and to identify therein each Insured Obligation (by CUSIP, if any) to which each such LVM Policy Claim relates (as applicable), as set forth in Section 1.2 hereof, on each Payment Date the Rehabilitator or the Segregated Account shall pay to the LVM Trustee a single aggregate Interim Payment for all Permitted LVM Policy Claims.

2.3 Increases to the Interim Payment Percentage.

The Rehabilitator may increase the Interim Payment Percentage from time to time if, based on his analysis of the estimated liabilities and available claims-paying resources of the Segregated Account, the Rehabilitator has determined, in his sole and absolute discretion, that such action is equitable to the interests of the Holders of Policy Claims and LVM Policy Claims generally. The Rehabilitator shall announce his intention to increase the Interim Payment Percentage by filing with the Court and posting on the Website an IPP Notice. The Rehabilitator shall determine the amount of any increase in the Interim Payment Percentage in his sole and absolute discretion, based on such analysis. In determining whether an increase

in the Interim Payment Percentage is equitable to the interests of the Holders of Policy Claims and LVM Policy Claims generally, the Rehabilitator shall consider whether, in conjunction with any such increase, a Deferred Payment should be made under Section 2.7 of these LVM Payment Guidelines.

2.4 Deferred Amounts.

Unless the Court or the Rehabilitator (in his sole and absolute discretion) has permitted an Alternative Resolution of an LVM Policy Claim, the Rehabilitator shall cause the Segregated Account to establish a Deferred Amount for each Insured Obligation insured by the LVM Policy in respect of which an Interim Payment has been made or has been deemed to be made pursuant to Section 2.16 of these LVM Payment Guidelines. With respect to each such Insured Obligation, the Deferred Amount shall be: (A) as of the Payment Date occurring after the first Interim Payment made or deemed made by the Segregated Account in respect of a Permitted LVM Policy Claim relating to such Insured Obligation, the higher of (i) the amount equal to the Permitted LVM Policy Claim Amount less the amount of any Payment and less any Recovery Amount, in each case established, paid or received with respect to such Insured Obligation since the immediately preceding Payment Date, and (ii) zero; and (B) as of each subsequent Payment Date, the higher of (i) amount equal to the Deferred Amount as of the immediately preceding Payment Date, plus any Accretion Amounts accrued since the immediately preceding Payment Date, plus any Permitted LVM Policy Claim Amount, less the amount of any Payment, less any Recovery Amount, and less any and all amounts which reduce the Deferred Amount pursuant to Sections 2.13, 3.2 and 3.3, in each case in this subparagraph (B)(i), as established, paid or received with respect to such Insured Obligation since the immediately preceding Payment Date, and (ii) zero.

2.5 Reconciliation of Deferred Loss Amounts.

On a semi-annual basis, in accordance with the schedule set forth below, the Management Services Provider, on behalf of the Segregated Account and the Rehabilitator, and the LVM Trustee shall reconcile the Deferred Loss Amounts relating to Permitted LVM Policy Claims. Such reconciliations (each, a “ Reconciliation ”) shall be completed with respect to each Insured Obligation insured by the LVM Policy by CUSIP in respect of which there is an outstanding Deferred Amount.

Provided that the LVM Trustee has complied with any request of the Management Services Provider (as described below), the Management Services Provider shall complete each Reconciliation by delivering to the LVM Trustee, no later than April 1 and October 1 of each year following the Effective Date (or if any such day is not a Business Day, the first Business Day following such day), a Reconciliation Notice relating to each of the Insured Obligations under the LVM Policy by CUSIP, using personal delivery, first class mail or electronic mail, showing the Management Service Provider’s calculation, as of the relevant Reconciliation Date (but excluding any Payments made on or after such Reconciliation Date), of the Deferred Loss Amounts relating to such Insured Obligation. The Reconciliation Date for Reconciliation Notices delivered no later than April 1 shall be January 20 (or, if any such Reconciliation Date is not a Business Day, the first Business Day immediately preceding such Reconciliation Date) of the same calendar year, and the Reconciliation Date for Reconciliation Notices delivered no later than October 1 shall be July 20 of the same calendar year (or if any such Reconciliation Date is not a Business Day, the first Business Day immediately preceding such Reconciliation Date); provided, however , that the first Reconciliation Date following the Effective Date of the Plan shall be July 20, 2014, or the first Payment Date thereafter specified by the Rehabilitator, whichever is later. Following delivery of each of the semi-annual Reconciliation Notices contemplated by this Section 2.5, and, as necessary, completion of any dispute resolution proceedings described below, the Rehabilitator will post to the Website a schedule showing all outstanding Deferred Amounts, including the aggregate of all unpaid and outstanding Accretion Amounts.

The Management Services Provider or the Rehabilitator may, from time to time, ask the LVM Trustee to promptly provide information and/or further supporting documentation in order to evaluate a Deferred Loss Amount and/or a Reconciliation and/or in order to assist the Management Services Provider in preparing a Reconciliation Notice. The LVM Trustee shall be required to deliver any such information and/or supporting documentation within the time frame specified for delivery of such information in the reasonable request made by the Management Services Provider or the Rehabilitator and Section 2.9 hereof shall apply if the LVM Trustee does not do so.

If the LVM Trustee wishes to dispute, for any reason, a Reconciliation Notice issued by the Management Services Provider, the LVM Trustee shall, no later than 45 days after delivery of such Reconciliation Notice (the “ Opposition Period ”), send to the Management Services Provider a written response to the Reconciliation Notice. Such written response (and any related written communications) shall be delivered by email to:

claimsprocessing@ambac.com

with a copy to:

claimsobjections@ambac.com .

The response must clearly set forth all facts and the legal basis, if any, for the opposition and the reasons why the Reconciliation Notice is incorrect. If no response is sent by the LVM Trustee within such Opposition Period, the Reconciliation shall be deemed final as of the relevant Reconciliation Date, and no further dispute resolution shall be permitted. If a response is submitted within such Opposition Period, the Rehabilitator shall resolve such dispute with the LVM Trustee in accordance with these LVM Payment Guidelines and communicate such resolution to the LVM Trustee in writing. Only in the event that a response is submitted within such Opposition Period by the LVM Trustee, and the Management Services Provider issues a written resolution against the LVM Trustee (a “ Resolution ”), shall the LVM Trustee have the right to file a motion with the Court asserting that the Reconciliation Notice is incorrect. Any such motion must be filed by the LVM Trustee no later than the 30th day after the delivery of such Resolution to the LVM Trustee. If no motion is filed by the 30th day after the delivery of such Resolution to the LVM Trustee, the Reconciliation shall be deemed final as of the relevant Reconciliation Date and no further dispute resolution shall be permitted. If at any time, pursuant to this Section 2.5, the Reconciliation is deemed final and no further dispute resolution shall be permitted, the Management Services Provider and the Rehabilitator’s calculation of the Deferred Loss Amount shall apply for the purposes of these LVM Payment Guidelines.

2.6 Allocation Schedules.

To assist with the Reconciliation process contemplated by this Article 2, following the receipt by the LVM Trustee of any Payment in respect of a Permitted LVM Policy Claim under the Plan, the LVM Trustee shall, on or before the Allocation Schedule Deadline, submit to the Management Services Provider, by e-mail to claimsprocessing@ambac.com , a fully completed and duly executed Allocation Schedule in respect of the application of such Payment, in the form attached to the Proof of Policy Claim Form which is set forth in Exhibit B to these LVM Payment Guidelines.

2.7 Deferred Payments.

The Rehabilitator may determine to make a Deferred Payment if, based on an analysis of the estimated liabilities and available claims-paying resources of the Segregated Account, the Rehabilitator has determined, in his sole and absolute discretion, that such action is equitable to the interests of the Holders of Policy Claims and LVM Policy Claims generally. The Rehabilitator shall announce his intention to make a Deferred Payment, by filing with the Court and posting on the Website a Deferred Payment Notice. The Rehabilitator shall determine the Deferred Payment Percentage in connection with any such Deferred Payment in his sole and absolute discretion, based on such analysis. In determining whether a Deferred Payment is equitable to the interests of the Holders of Policy Claims and LVM Policy Claims generally, the Rehabilitator shall consider whether, in conjunction with any such Deferred Payment, among other things, the Interim Payment Percentage should be increased under Section 2.3 of these LVM Payment Guidelines. Deferred Payment Notices shall identify the Deferred Payment Percentage and the anticipated Deferred Payment Date for the Deferred Payment.

2.8 Deferred Payments under the Non-LVM Payment Guidelines.

Whenever a Deferred Payment is made in accordance with the Non-LVM Payment Guidelines, a Deferred Payment shall be made in accordance with these LVM Payment Guidelines, using the same Deferred Payment Percentage. Similarly, whenever the Interim Payment Percentage is increased in accordance with the Non-LVM Payment Guidelines, the Interim Payment Percentage shall be increased by the same amount in accordance with these LVM Payment Guidelines.

2.9 Eligibility for Deferred Payments.

The LVM Trustee shall not be eligible to receive a Deferred Payment announced by the Rehabilitator pursuant to these LVM Payment Guidelines until the later of the relevant Deferred Payment Date and the Payment Date following the first Determination Date on which (i) it and each LVM Holder of the Insured Obligation relating to such Permitted LVM Policy Claim are not in violation of the Plan, the Injunction, these LVM Payment Guidelines, or any other order of the Court relating to the Segregated Account, (ii) all Reconciliations of Deferred Loss Amounts relating to such Insured Obligation have been finally determined in accordance with these Payment Guidelines, and (iii) it has provided all information and supporting documentation reasonably requested by the Rehabilitator and the Management Services Provider pursuant to these LVM Payment Guidelines.

2.10 Procedure for Deferred Payments.

For each LVM Holder eligible to receive a Deferred Payment announced by the Rehabilitator pursuant to Section 2.7, as determined by the Rehabilitator in his sole and absolute discretion, the Segregated Account shall, on or before the Deferred Payment Date, in satisfaction of its liabilities under the Permitted LVM Policy Claim (insofar as they relate to the portion of such Deferred Payment Amount attributable to the Deferred Loss Amount), pay the Deferred Payment relating to such Insured Obligation to the LVM Trustee or a Paying Agent, as applicable, in an amount equal to the product of (i) the Deferred Payment Percentage announced by the Rehabilitator and (ii) the sum of (y) the Deferred Loss Amount set forth in the most recent Reconciliation Notice (or, if the LVM Trustee has disputed a Reconciliation Notice in accordance with the procedures set forth in Section 2.5 of these LVM Payment Guidelines, the Deferred Loss Amount determined as a result of such dispute resolution procedures) and (z) the aggregate of all outstanding Accretion Amounts posted by the Rehabilitator

to the Website pursuant to Section 2.5 of these LVM Payment Guidelines. The LVM Trustee shall, in accordance with the Transaction Documents as soon as reasonably practicable following the Deferred Payment Date on which the Deferred Payments were made, distribute to the LVM Holders all Deferred Payment Amounts (a) in respect of Deferred Loss Amounts, in accordance with the most recent Reconciliation Notice (or, if the LVM Trustee has disputed a Reconciliation Notice in accordance with the procedures set forth in Section 2.5 of these LVM Payment Guidelines, then in accordance with the result of such dispute resolution procedures), and (b) in respect of Accretion Amounts, in accordance with the written direction of the Management Services Provider, on behalf of the Rehabilitator. If any Accretion Amounts are paid to the LVM Trustee in its capacity as LVM Trustee, then the LVM Trustee shall establish a separate account solely for the purpose of paying Accretion Amounts and such amounts shall not be paid to or through any trust or REMIC to any LVM Holder.

2.11 Paying Agent Obligations.

If, in accordance with the Plan, the Segregated Account has retained and elects to use (in the sole and absolute discretion of the Rehabilitator) a Paying Agent in connection with any Deferred Payment relating to an Insured Obligation, then the Paying Agent, unless otherwise directed by the Rehabilitator, shall: (i) on the Deferred Payment Date, distribute all Deferred Payment Amounts in respect of Deferred Loss Amounts relating to such Insured Obligation to the LVM Trustee using the account information provided in the most recent Proof of LVM Policy Claim Form, and the LVM Trustee shall then distribute such Deferred Loss Amounts to the LVM Holders of such Insured Obligations to which such Deferred Loss Amounts apply; and (ii) on or before the next occurring Payment Date relating to the relevant Insured Obligation, distribute any Deferred Payment Amounts in respect of Accretion Amounts directly to the then-current LVM Holders of the Insured Obligation via DTC or in such other manner that is reasonably available to the Paying Agent. The LVM Trustee shall permit, and provide any authorization, direction or special direction (but not indemnification) needed for, the Segregated Account, AAC, any Paying Agent and/or DTC to make, process and/or accept any Payments (including, without limitation, Accretion Amounts) contemplated by these LVM Payment Guidelines.

2.12 Reimbursements on LVM Policy Claims.

Notwithstanding the Proceeding, any provisions of the Interim Cash Payment Rules or the 2012 LVM Payment Rules, the Plan, the Disclosure Statement and/or any amendments thereto, unless waived in writing by the Management Services Provider or the Rehabilitator (following consultation with AAC), AAC shall be entitled to collect any Reimbursement Amounts that it becomes, or is, entitled to receive under the Transaction Documents in relation to any: (i) payments made prior to the Petition Date pursuant to, and in accordance with, the LVM Policy and any related Transaction Documents; (ii) payments made according to the 2012 LVM Payment Rules; (iii) Payments made (other than Accretion Amounts); and (iv) other amounts paid by or on behalf of the Segregated Account in respect of an Insured Obligation, and in any case where such payment is made by a Person other than AAC, then in each such case as if AAC had paid such amount under the LVM Policy to the LVM Holder directly.

2.13 Recoveries on LVM Policy Claims.

Notwithstanding the Proceeding, any provisions of the Interim Cash Payment Rules, the 2012 LVM Payment Rules, these LVM Payment Guidelines, the Plan, the Disclosure Statement and/or any amendments or supplements thereto, the Segregated Account shall be entitled, in the Rehabilitator’s sole and absolute discretion, to reduce its obligations under the Plan to the LVM Trustee and the LVM Holders of Permitted LVM Policy Claims by any Recovery Amounts attributable to such LVM Holders and LVM Bonds, whether by (i) reducing the amount of any Payments to the LVM Trustee or the LVM Holders; or (ii) reducing the Deferred Amount(s) established for such LVM Holders in accordance with Section 2.4 of these LVM Payment Guidelines. No LVM Holder of a Permitted LVM Policy Claim or the LVM Trustee may apply a Recovery Amount in a manner inconsistent with the determination by the Segregated Account pursuant to this Section 2.13. The LVM Trustee shall maintain a written record (a copy of which shall be available to the Rehabilitator upon request) of all amounts paid by the Las Vegas Monorail Company in respect of the Chapter 11 Bonds.

2.14 Supplemental Payments.

The Rehabilitator may, at any time, direct the Management Services Provider to make a Supplemental Payment to the LVM Trustee for the benefit of any LVM Holder of a Permitted LVM Policy Claim. Supplemental Payments may be made in one lump sum, or in varying proportions in certain months or time periods as appropriate, and may include, on a case-by-case basis, payments of all or a portion of any Deferred Amount. The Rehabilitator shall use his (sole and absolute) discretion to monitor and manage Supplemental Payments to maximize Reimbursement Amounts, and to minimize Supplemental Payments in excess of the available reimbursements.

2.15 Assignment of Rights.

Without prejudice to (i) the terms and provisions of the LVM Policy and any related Transaction Document and (ii) any assignment previously executed, whether pursuant to a Proof of LVM Policy Claim Form or otherwise, upon receipt of any Payment or any other amount paid by or on behalf of the Segregated Account, each LVM Holder of such Permitted LVM

Policy Claim shall be deemed to have assigned its rights relating to the amount of such Payment under the Transaction Document(s) to AAC.

2.16 Treatment of LVM Policy Claims Paid Prior to the Effective Date.

On the Effective Date, each LVM Policy Claim paid pursuant to the 2012 LVM Payment Rules shall be deemed to be Permitted under the Plan, effective as of the date of such payment. In all respects, such LVM Policy Claim shall be treated in a manner consistent with the treatment of other Permitted LVM Policy Claims under the Plan. By way of example only, any payment made pursuant to the 2012 LVM Payment Rules (other than a Supplemental Payment) shall be deemed to have been an Interim Payment, and a Deferred Amount shall be established and calculated for such Claim in accordance with Section 2.4 of these LVM Payment Guidelines, including Accretion Amounts commencing on the next Payment Date after which the first Interim Payment was deemed to be paid (regardless of whether or when such Deferred Amount is ultimately paid by a Deferred Payment, Supplemental Payment, or otherwise). In the event that the Interim Payment Percentage is greater than 25% on the Effective Date of the Plan, the Rehabilitator shall direct the Management Services Provider to make a Deferred Payment to the LVM Trustee for the benefit of each LVM Holder of an LVM Policy Claim who received an Interim Payment pursuant to the 2012 LVM Payment Rules, and who is eligible for such Deferred Payment pursuant to these LVM Payment Guidelines, based upon a Deferred Payment Percentage equal to (x) such Interim Payment Percentage in excess of 25%, divided by (y) 75%, with the Deferred Amount being calculated in accordance with Section 2.4 of these LVM Payment Guidelines. Any subsequent increases to the Interim Payment Percentage or any Deferred Payment for LVM Policy Claims paid pursuant to the 2012 LVM Payment Rules shall be made in accordance with Sections 2.3 and 2.7 of these LVM Payment Guidelines.

ARTICLE III

Claims Resolution Procedures

3.1 Disputed Claims.

The Rehabilitator or the Management Services Provider may raise an Objection to any Pending LVM Policy Claim on any ground, including, but not limited to, the ground that the Rehabilitator or the Management Services Provider lacks sufficient information to evaluate such Pending LVM Policy Claim, that the amount submitted as an LVM Policy Claim is not valid, or that such LVM Policy Claim is a Duplicate Claim or a Late Claim, by providing the LVM Trustee or its representative (as applicable) with written notice of the substance of the Objection. The Rehabilitator or the Management Services Provider may, in their discretion, raise an Objection to all or any portion of a Pending LVM Policy Claim. No later than the sixtieth (60th) day after the delivery of such written notice of Objection to the LVM Trustee or its representative (the “ Opposition Period ”), the LVM Trustee, if it wishes to dispute such Objection, shall send to the Management Services Provider a written response to the Objection. Such written response (and any related written communications) shall be delivered by email to:

claimsprocessing@ambac.com

with a copy to:

claimsobjections@ambac.com

The response must clearly set forth all facts and the legal basis, if any, for the opposition and the reasons why the LVM Policy Claim should be a Permitted LVM Policy Claim. If no response is sent by the LVM Trustee within such Opposition Period, the LVM Policy Claim, or the portion in respect of which the Rehabilitator has raised an Objection, as applicable, shall become a Disallowed Claim without order of the Court and no further dispute resolution shall be permitted. If a response is submitted within such Opposition Period, the Rehabilitator shall resolve such dispute in accordance with these LVM Payment Guidelines (including by considering any excusable neglect, in the case of a Late Claim) and communicate such resolution to the LVM Trustee in writing (a “ Resolution ”). Only in the event that a response is submitted within such Opposition Period by the LVM Trustee and the Rehabilitator issues a written Resolution that such Disputed Claim is fully or partially a Disallowed Claim, shall the LVM Trustee have the right to file a motion with the Court asserting that the Rehabilitator improperly disallowed all or any portion of such LVM Policy Claim. Any such motion must be filed by the LVM Trustee no later than the thirtieth (30th) day after the delivery of such Resolution to the LVM Trustee.

3.2 Setoffs.

The Rehabilitator may set off in whole or in part against any Permitted LVM Policy Claim, any Payment, Deferred Amount, or any other amount established, paid or payable by or on behalf of the Segregated Account on account of such Permitted LVM Policy Claim all claims, rights, and causes of action of any nature that the Rehabilitator, AAC or the Segregated

Account may have against the LVM Holder of such Permitted LVM Policy Claim that are not otherwise waived, released, or compromised in accordance with the Plan. Neither the failure to effect such a setoff nor the determination that any LVM Policy Claim is Permitted under the Plan will constitute a waiver or release by the Rehabilitator, AAC or the Segregated Account of any such claims, rights, and causes of action, notwithstanding any compulsory counterclaim rules or requirements to the contrary.

3.3 Subsequent Adjustments.

If the Rehabilitator or the Management Services Provider determines that any amount of the Cash received by the LVM Trustee as a Payment, a payment under the 2012 LVM Payment Rules, or any other amount paid by or on behalf of the Segregated Account was incorrect, the Rehabilitator or the Management Services Provider may, as necessary to account for such error: (i) recoup from the LVM Trustee the amount of such Payments or other amounts paid by the Segregated Account; (ii) adjust the amount of the Cash paid in respect of the relevant Insured Obligation in one or more subsequent Payments of other Permitted LVM Policy Claims; or (iii) reduce the LVM Holder’s then applicable Deferred Amount for the relevant Insured Obligation (each, a “ Subsequent Adjustment ”), by providing the LVM Trustee or its representative (as applicable) with a Subsequent Adjustment Notice. No later than the sixtieth (60th) day after the delivery of the Subsequent Adjustment Notice to the LVM Trustee or its representative (the “ Opposition Period ”), the LVM Trustee, if it wishes to dispute such Subsequent Adjustment, shall send to the Management Services Provider a written response to the Subsequent Adjustment Notice. Such written response (and any related written communications) shall be delivered by email to:

claimsprocessing@ambac.com

with a copy to:

claimsobjections@ambac.com

The response must clearly set forth all facts and the legal basis, if any, for the opposition to the Subsequent Adjustment. If no response is sent by the LVM Trustee or its representative within such Opposition Period, the Management Services Provider may make a Subsequent Adjustment and no further dispute resolution shall be permitted. If a response is submitted within such Opposition Period, the Rehabilitator shall resolve such dispute in accordance with these LVM Payment Guidelines and communicate such resolution to the LVM Trustee or its representative. Only in the event that a response has been submitted by the LVM Trustee or its representative within such Opposition Period, and the Rehabilitator nevertheless determines that a Subsequent Adjustment is necessary (a “ Resolution ”), shall the LVM Trustee have the right to file a motion with the Court asserting that the Subsequent Adjustment was improper. Any such motion must be filed by the LVM Trustee or its representative no later than the thirtieth (30th) day after the delivery of the Resolution to the LVM Trustee or its representative.

3.4 Disputes Pending on the Effective Date.

Any LVM Policy Claim disputes or objections that are pending on the Effective Date shall be resolved in accordance with the procedures set forth in the 2012 LVM Payment Rules; provided, however, that any motion asserting that the Rehabilitator improperly disallowed all or any portion of the LVM Policy Claim (as contemplated by the 2012 LVM Payment Rules) shall be filed on or before the date that is: (i) thirty (30) days after (ii) the later of (A) the Effective Date and (B) the date on which the Rehabilitator determined that the Disputed Claim was fully or partially a Disallowed Claim, or, if any such day is not a Business Day, the immediately following Business Day.

3.5 Disallowed Claims on or prior to the Effective Date.

Any LVM Policy Claim which has been Disallowed on or prior to the Effective Date pursuant to the 2012 LVM Payment Rules shall be, and shall continue to be, Disallowed under these LVM Payment Guidelines.

ARTICLE IV

Miscellaneous

4.1 Governing Law.

The rights and obligations arising under these LVM Payment Guidelines shall be governed by, and construed and enforced in accordance with, the laws of the State of Wisconsin, without giving effect to the principles of conflicts of law thereof.

4.2 Prior Orders and Agreements.

Subject to these LVM Payment Guidelines and the Plan, the prior orders of the Court shall remain in full force and effect throughout the period of administration of the Plan. These orders include, without limitation, the Rehabilitation Order and the Injunction. Nothing in the Plan alters prior agreements or arrangements approved by the Rehabilitator with respect to the Segregated Account or any liability in respect of the LVM Policy or other liability allocated to the Segregated Account.

4.3 Retention of Jurisdiction.

Following the Effective Date, the Court shall retain exclusive jurisdiction over the Proceeding in accordance with the Act to ensure that the purposes and intent of the Plan and these LVM Payment Guidelines are carried out. Without limiting the generality of the foregoing, and except as otherwise provided in the Plan or these LVM Payment Guidelines, the Court shall also expressly retain exclusive jurisdiction:

A. to hear and determine Objections to Disputed Claims and disputes relating to Reconciliation Notices and/or Subsequent Adjustments;

C. for all purposes pertaining to the treatment or classification of LVM Policy Claims;

D. to enter such orders and injunctions as are necessary to enforce the respective title, rights, and powers of the Segregated Account, the terms of the Plan and these LVM Payment Guidelines, and to impose such limitations, restrictions, terms, and conditions on such title, rights, and powers as the Court may deem necessary;

E. to enter an order closing the Proceeding;

F. to correct any defect, cure any omission, or reconcile any inconsistency in the Plan, these LVM Payment Guidelines, or in any order of the Court as may be necessary to implement the purposes and intent of the Plan and these LVM Payment Guidelines;

G. to determine any motions, applications, and other contested matters that may be pending on the Effective Date;

H. to consider any amendment or modification of the Plan or any documents related to the Plan;

I. to determine controversies, suits and disputes that may arise in connection with the interpretation, enforcement, or consummation of the Plan or these LVM Payment Guidelines;

J. to consider and act on the compromise and settlement of any LVM Policy Claim against or cause of action by or against the Segregated Account or in relation to the LVM Policy;

4.4 Immunity and Indemnity.

The immunity and indemnity provisions in Sections 9.01 and 9.02 of the Plan are incorporated here in full by reference as if fully set forth.

4.5 Amendment and Modification of These LVM Payment Guidelines.

Upon written notice by the Rehabilitator or his counsel to all parties included on the Court-approved electronic service list and a posting on the Website, these LVM Payment Guidelines may be supplemented, modified, altered or withdrawn in the Rehabilitator’s discretion.

4.6 Implementation.

The Rehabilitator and Management Services Provider shall take all steps, and execute all documents, necessary to effectuate the provisions of these LVM Payment Guidelines.

4.7 Limitation of Recovery.

Other than in respect of Accretion Amounts, nothing in these LVM Payment Guidelines shall cause to inure to the benefit of any LVM Holder any greater right than that which would have existed were the Segregated Account not in rehabilitation.

4.8 Successors and Assigns.

The rights, benefits, and obligations of any Person named or referred to in these LVM Payment Guidelines shall be binding upon, and shall inure to the benefit of, the heirs, executors, administrators, successors or assigns of such Person.

4.9 Inconsistency.

With respect to making Payments on Permitted LVM Policy Claims, these LVM Payment Guidelines shall supersede any inconsistent provisions of the Plan, the 2012 LVM Payment Rules or the Disclosure Statement that provide or impose rules, procedures, guidelines and/or obligations for, or on, any Person for the submission to and the evaluation, processing and payment of LVM Policy Claims by the Segregated Account.

4.10 No Admissions.

Notwithstanding anything herein to the contrary, nothing contained in these LVM Payment Guidelines shall be deemed an admission by any Person with respect to any matter set forth herein.

4.11 Notice.

Except as otherwise specified herein, any notice permitted or required to be delivered by these LVM Payment Guidelines may be delivered personally, by mail or by e-mail. Any such notice shall be deemed to have been duly delivered on the date (i) on which such notice is personally delivered, (ii) falling two (2) Business Days after the mailing by first class mail, postage prepaid, or by express delivery service of such notice, or (iii) on which such notice is sent by electronic mail (with a delivery receipt received from the addressee), (A) in the case of the LVM Trustee, to the address or e-mail address specified in the Proof of LVM Policy Claim Form relating to the relevant LVM Policy Claim, (B) in the case of the Management Services Provider, unless otherwise specified herein, to Ambac Assurance Corporation, One State Street Plaza, New York, New York 10004, or in the case of electronic mail, claimsprocessing@ambac.com and any other e-mail address specified herein, and (C) in the case of the Rehabilitator and the Segregated Account, to the address advised to the parties by the Rehabilitator in writing from time to time.

4.12 Filing of Additional Documents.

The Rehabilitator may file with the Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of these LVM Payment Guidelines.

4.13 Claims other than LVM Policy Claims.

Nothing contained in these LVM Payment Guidelines contravenes any provisions of the Plan, any order of the Court or the Segregated Account Operational Documents relating to the submission, review, processing and/or payment of any Claims other than LVM Policy Claims. Submission, review, processing and/or payment of any Policy Claims other than LVM Policy Claims, or General Claims, remains subject to the Non-LVM Payment Guidelines, the provisions of the Plan, as well as the other orders of the Court.

4.14 Returned Payments.

In the event that the LVM Trustee or an LVM Holder rejects or returns a Payment to the Management Services Provider (other than for clerical or administrative error), the Segregated Account, AAC or the Rehabilitator for any reason, the amount thereof shall revert to AAC, notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property laws, and the corresponding LVM Policy Claim relating to such Payment shall be released and forever barred, except in the sole and absolute discretion of the Rehabilitator.

4.15 Terminated Trusts.

Notwithstanding the terms of any Transaction Documents to the contrary, at no time throughout the effective duration of the Plan shall the LVM Trustee, or any other person, be permitted to terminate the trust or indenture relating to the LVM Policy, or to extinguish or retire, or cause to be extinguished, retired, or terminated, any Insured Obligation insured by the LVM Policy in respect of which a Deferred Amount is continuing, without the express, written consent of AAC and the Rehabilitator. If the terms of the Transaction Documents at any time permit termination, extinguishment or retirement of an Insured Obligation or a trust or indenture, then in such event the LVM Trustee shall, at its election, either (a) continue to serve as LVM Trustee on the same terms and conditions set forth in the Transaction Documents but at rates authorized by the Rehabilitator, or (b) assign all of its rights and obligations under such Transaction Documents to a trustee/agent designated by the Rehabilitator. Where possible, upon termination, extinguishment or retirement of an Insured Obligation or a trust or indenture, it is not the intention of the Rehabilitator to continue the services required of the LVM Trustee beyond those services necessary to effectuate the Plan, including, but not limited to, the effectuation of Recovery Amounts, Reimbursement Amounts, Reconciliations, Payments and Deferred Payments.

EXHIBIT A

DEFINITIONS

Capitalized terms used in these LVM Payment Guidelines shall have the following meanings, unless otherwise defined herein:

“ AAC ” means Ambac Assurance Corporation.

“ Accretion Amounts ” means in respect of any Insured Obligation which has a related Deferred Amount outstanding, on any Payment Date on which such Deferred Amount is to be calculated, accretion on such outstanding Deferred Amount from the immediately preceding Payment Date to the calculation date at a rate compounded monthly to produce an effective annual rate of 5.1%.

“ Act ” means the Wisconsin Insurers Rehabilitation and Liquidation Act, Wis. Stat. § 645.01 et. seq.

“ Allocation Schedule ” shall have the meaning given to such term in the Proof of LVM Policy Claim Form.

“ Allocation Schedule Deadline ” means, in respect of any Payment received by the LVM Trustee, the date that is two (2) Business Days following the date on which such Payment was distributed to the LVM Holders.

“ Alternative Resolution ” means the process defined in Section 3.06 of the Plan pursuant to which the Rehabilitator may negotiate a resolution of certain Claims.

“ Amendments ” means the amendments to the Plan dated June 12, 2014, and made effective on the Effective Date.

“ Business Day ” means a day other than a Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Cash ” means legal tender of the United States of America payable in immediately available funds, such as a wire transfer, bank or cashier’s check.

“ Chapter 11 Bonds ” means the Las Vegas Monorail Cash Pay A Bonds and Las Vegas Monorail Cash Pay B Bonds described in the Las Vegas Monorail Company’s Fifth Amended Plan of Reorganization as modified on March 7, 2012, as confirmed on May 21, 2012 (as the same may be modified or amended from time to time) other than those Cash Pay A Bonds or Cash Pay B Bonds distributed with respect to the LVM Tendered Bonds.

“ Claim ” means any right to payment from the Segregated Account, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, equitable, legal, secured or unsecured, and regardless of when such right arises.

“ Claim Period ” shall have the meaning given to such term in the Proof of LVM Policy Claim Form.

“ Claim Schedule ” shall have the meaning given to such term in the Proof of LVM Policy Claim Form.

“ Commissioner ” means the Commissioner of Insurance of the State of Wisconsin.

“ Confirmation Order ” means the Decision and Final Order Confirming the Rehabilitator’s Plan of Rehabilitation, with Findings of Fact and Conclusions of Law, entered by the Court on January 24, 2011.

“ Cooperation Agreement ” means the Cooperation Agreement, by and between the Segregated Account, the Rehabilitator, AAC and Ambac Financial Group, Inc., effective March 24, 2010, as amended as of March 14, 2012, and as further amended, supplemented or modified from time to time.

“ CUSIP ” means, in respect of any security, the security as identified by the number allocated to such security pursuant to the Committee on Uniform Securities Identification Procedures.

“ Deferred Amount ” means with respect to each Insured Obligation (identified by its CUSIP, if any), in respect of which an LVM Policy Claim has been Permitted and an Interim Payment made, the amount established by the Segregated

Account as a Deferred Amount pursuant to the procedure set forth in these LVM Payment Guidelines. For each Insured Obligation (identified by its CUSIP, if any) in respect of which an LVM Policy Claim has been deemed Permitted and an Interim Payment deemed made prior to the Effective Date in accordance with the 2012 LVM Payment Rules and Section 2.16 of these LVM Payment Guidelines, the amount determined to be the Deferred Amount in accordance with Section 2.4 of these LVM Payment Guidelines. The Deferred Amount for any such Insured Obligation shall be equal to the sum of the Deferred Loss Amount and its Accretion Amounts.

“ Deferred Loss Amount ” means, with respect to each Insured Obligation in respect of which an LVM Policy Claim has been Permitted and an Interim Payment made or deemed to be made, the Deferred Amount excluding the aggregate of all Accretion Amounts relating to such Insured Obligation.

“ Deferred Payment ” means a Payment of all or any portion of a Deferred Amount to be made in accordance with these LVM Payment Guidelines.

“ Deferred Payment Amount ” means, in connection with any Deferred Payment, the amount, in Cash, paid in respect of the Deferred Amount established for such Permitted LVM Policy Claim.

“ Deferred Payment Date ” means the Payment Date of any Deferred Payment.

“ Deferred Payment Notice ” means any notice filed by the Rehabilitator with the Court and posted on the Website to announce a Deferred Payment, which notice shall identify the Deferred Payment Percentage and announce the anticipated Deferred Payment Date.

“ Deferred Payment Percentage ” means the percentage of each Deferred Amount to be satisfied in a Deferred Payment, as announced by the Rehabilitator.

“ Determination Date ” means the fifteenth (15 ^th ) day of each month (or, if any such day is not a Business Day, the immediately following Business Day), subject to change in the sole and absolute discretion of the Rehabilitator.

“ Disallowed Claim ” means an LVM Policy Claim that has been determined by the Rehabilitator or the Management Services Provider to constitute a Duplicate Claim or a Late Claim, or that the Rehabilitator or the Management Services Provider has otherwise determined should not be Permitted, in each case in accordance with the provisions of these LVM Payment Guidelines.

“ Disclosure Statement ” means the Disclosure Statement Accompanying Plan of Rehabilitation filed with the Court on October 8, 2010, as amended, modified or supplemented from time to time.

“ Disputed Claim ” means an LVM Policy Claim as to which an Objection has been raised by the Rehabilitator or the Management Services Provider and which has not been released, satisfied, terminated, commuted or otherwise extinguished or become a Permitted LVM Policy Claim or a Disallowed Claim.

“ DTC ” means The Depository Trust Company, a clearing agency registered with the Securities and Exchange Commission or any successor entity thereto.

“ Duplicate Claim ” means any LVM Policy Claim with respect to which the Rehabilitator or the Management Services Provider has determined, in the Rehabilitator’s sole and absolute discretion, that (i) the payment obligation of the Segregated Account under the provisions of the underlying instrument or contract giving rise to such LVM Policy Claim or (ii) the underlying risk of loss insured pursuant to the provisions of the LVM Policy or other Transaction Documents giving rise to such LVM Policy Claim is the subject of, or is, a Pending LVM Policy Claim, Disputed Claim, Late Claim, Disallowed Claim, Permitted LVM Policy Claim or an LVM Surety Bond Claim.

“ Effective Date ”

means the day on which the Plan is effective, as determined, and announced by the Rehabilitator, in accordance with Article 5 of the Plan.

“ General Account ” means the general account of AAC.

“ Injunction ” means the Order for Temporary Injunctive Relief entered by the Rehabilitation Court on March 24, 2010, made permanent by the Confirmation Order, and the related Order Granting Rehabilitator’s Motion to Confirm and Declare the Scope of the Relief Issued Under this Court’s Prior Order for Injunctive Relief, dated September 12, 2012.

“ Insured Obligation ” means in respect of any LVM Policy Claim, an obligation guaranteed by the Segregated Account under or pursuant to the LVM Policy. The LVM Policy provides financial guaranty insurance in respect of more than one Insured Obligation, each Insured Obligation as identified by its CUSIP, if any.

“ Interim Payment ” means, with respect to each LVM Policy Claim determined to be a Permitted LVM Policy Claim after the Effective Date, the Payment of the amount equal to the then applicable Interim Payment Percentage of the Permitted LVM Policy Claim Amount, made in accordance with these LVM Payment Guidelines. With respect to each LVM Policy Claim deemed Permitted prior to the Effective Date in accordance with the 2012 LVM Payment Rules and Section 2.16 of these LVM Payment Guidelines, the payment made to the LVM Trustee in accordance with the 2012 LVM Payment Rules.

“ Interim Payment Amount ” means the amount, in Cash, of any Interim Payment made by the Segregated Account to the LVM Trustee.

“ Interim Payment Percentage ” means the percentage of a Permitted LVM Policy Claim Amount to be paid by an Interim Payment, as determined by the Rehabilitator in his sole and absolute discretion, which percentage is, for the LVM Policy, 25% on the Effective Date and which may be increased from time to time by the Rehabilitator pursuant to these LVM Payment Guidelines.

“ Late Claim ” means any LVM Policy Claim determined, pursuant to the procedure set forth in Section 3.1 of these LVM Payment Guidelines, to not have been submitted in compliance with the provisions of the Plan, the 2012 LVM Payment Rules, or these LVM Payment Guidelines within one hundred twenty (120) days of the earliest date on which such LVM Policy Claim, if it had been submitted, would have satisfied all of the requirements to be considered a Permitted LVM Policy Claim; provided that the Rehabilitator may extend such one hundred twenty (120) day period in the case of excusable neglect (as determined by the Rehabilitator in his sole and absolute discretion), but in no event beyond one year from the earliest date on which such LVM Policy Claim, if it had been submitted, would have satisfied all of the requirements to be considered a Permitted LVM Policy Claim.

“ LVM Bonds ” means the Las Vegas Monorail Project Revenue Bonds, 1 ^st Tier Series 2000, as amended, modified or supplemented from time to time.

“ LVM Holder ” means a beneficial owner of an interest in the LVM Bonds.

“ LVM Policy ” means financial guaranty policy no. 17548BE, which has been allocated to the Segregated Account.

“ LVM Policy Claim ” means any right to payment from the Segregated Account arising under the LVM Policy, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, equitable, legal, secured, or unsecured, and regardless of when such right arises.

“ LVM Surety Bond Claim ” means any Policy Claim under the Surety Bond no. SB1080BE dated as of September 1, 2000, issued by AAC in favor of the LVM Trustee in connection with the LVM Bonds.

“ LVM Tender ” means AAC’s Offer to Purchase for Cash Any and All of the LVM Bonds, which commenced on November 21, 2011 and expired on December 22, 2011.

“ LVM Tendered Bonds ” means those LVM Bonds which were acquired pursuant to the LVM Tender.

“ Management Services Agreement ” means the Management Services Agreement between the Segregated Account and AAC, as Management Services Provider, effective March 24, 2010, as amended, supplemented or modified from time to time.

“ Management Services Provider ” means AAC or any successor Management Services Provider under the Management Services Agreement.

“ Objection ” means any dispute or objection with respect to an LVM Policy Claim, as contemplated by Section 3.1 of these LVM Payment Guidelines.

“ OCI ” means the Office of the Commissioner of Insurance of the State of Wisconsin.

“ Opposition Period ” means the forty-five (45) day period during which the LVM Trustee may oppose a Reconciliation Notice under Section 2.5 of these LVM Payment Guidelines, or the sixty (60) day period during which the Rehabilitator or the Management Services Provider may raise an Objection under Section 3.1, or the sixty (60) day period during which the LVM Trustee may dispute a Subsequent Adjustment under Section 3.3, as the case may be.

“ Paying Agent ” means any paying agent retained by the Segregated Account on or after the Effective Date, in the sole and absolute discretion of the Rehabilitator, pursuant to Section 3.07 of the Plan for the purpose of making any Deferred Payments in accordance with these LVM Payment Guidelines.

“ Payment ”

means a payment made by or on behalf of the Segregated Account, in Cash, in accordance with the Plan and these LVM Payment Guidelines, an order of the Court, or pursuant to the direction of the Special Deputy Commissioner, on account of Permitted LVM Policy Claims, including but not limited to, Interim Payments, Supplemental Payments, Deferred Payments, and/or payments made (as applicable) in conjunction with an Alternative Resolution. The establishment of a Deferred Amount in accordance with these LVM Payment Guidelines shall not constitute a Payment under the Plan.

“ Payment Date ” means the date during each month on which LVM Policy Claims Permitted on the immediately preceding Determination Date shall be paid in accordance with these LVM Payment Guidelines. The Payment Date shall be the twentieth (20 ^th ) day of each such month (or, if any such day is not a Business Day, the immediately following Business Day), or such other date as the Rehabilitator shall determine in his sole and absolute discretion.

“ Pending / Pending LVM Policy Claim ” means an LVM Policy Claim (i) submitted by the LVM Trustee in accordance with all of the requirements of the Plan and these LVM Payment Guidelines, including, without limitation, Sections 1.2, 1.3 and 1.4 of these LVM Payment Guidelines; (ii) which is under evaluation by the Rehabilitator or the Management Services Provider; and (iii) which is not, or has not become, a Permitted LVM Policy Claim, a Disputed Claim, a Late Claim, a Duplicate Claim or a Disallowed Claim.

“ Permitted / Permitted LVM Policy Claim ” means an LVM Policy Claim (other than a Late Claim, a Disputed Claim, a Pending LVM Policy Claim, a Duplicate Claim or a Disallowed Claim) submitted by the LVM Trustee in compliance with the provisions of the Plan and these LVM Payment Guidelines, and determined by the Rehabilitator or the Management Services Provider to be a matured, non-contingent due and payable obligation according to the provisions of the LVM Policy and/or any other underlying instrument(s) or contract(s) giving rise to or governing such LVM Policy Claim. Permitted LVM Policy Claims shall not include any LVM Policy Claim in respect of (i) any interest on such LVM Policy Claim to the extent accruing or maturing on or after the Petition Date, (ii) punitive, consequential, special or exemplary damages, (iii) any fine, penalty, tax or forfeiture, including, but not limited to, default or penalty interest purported to be imposed on the LVM Policy Claim or on the related Insured Obligation, if any, that would violate the Injunction, or (iv) in the sole and absolute discretion of the Rehabilitator, that portion of any loss for which indemnification is provided by other benefits or advantages recovered or recoverable by an LVM Holder holding an LVM Policy Claim or the LVM Trustee, including without limitation, any cash deposits, reserves or other defeasance or reinsurance instruments made available to such LVM Holder. In addition, a Permitted LVM Policy Claim shall not include any LVM Policy Claim in respect of which the LVM Trustee, the LVM Holder of such LVM Policy Claim, or any other party to the transaction relating to the LVM Policy, is in violation of these LVM Payment Guidelines, the Plan, the Injunction or any other order of the Court relating to the Segregated Account.

“ Permitted LVM Policy Claim Amount ” means, with respect to each Permitted LVM Policy Claim, the amount of the Permitted LVM Policy Claim, as determined pursuant to these LVM Payment Guidelines.

“ Person ” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, an estate, a trust, an unincorporated organization, a government or any political subdivision thereof, or any other entity.

“ Petition Date ” means March 24, 2010, the date on which OCI commenced the Proceeding.

“ Plan ” means the Plan of Rehabilitation for the Segregated Account and all supplements and Exhibits thereto, as confirmed by the Confirmation Order, and as the same has been amended by the Amendments, and as may be further amended or modified as set forth herein and in accordance with the Act.

“ Plan of Operation ” means the Plan of Operation of the Segregated Account, as amended, modified and/or supplemented from time to time.

“ Proceeding ” means the legal proceeding, currently styled as In the Matter of the Rehabilitation of: Segregated Account of Ambac Assurance Corporation, Case No. 10 CV 1576, pending in the Court.

“ Proof of LVM Policy Claim Form ” means the form attached to these LVM Payment Guidelines as Exhibit B to be used by the LVM Trustee to submit one or more LVM Policy Claim(s) to the Management Services Provider in accordance with these LVM Payment Guidelines, as such form may be amended and/or supplemented from time to time in the sole and absolute discretion of the Rehabilitator.

“ Reconciliation ” means a semi-annual reconciliation of Deferred Loss Amounts relating to Permitted LVM Policy Claims, and any Recovery Amounts, and/or Payments relating thereto, in accordance with the procedure set forth in Section 2.5 of these LVM Payment Guidelines.

“ Reconciliation Date ” means, for a Reconciliation Notice delivered no later than April 1 of any given year, January 20 of the same calendar year (or if such Reconciliation Date is not a Business Day, the first Business Day immediately preceding such Reconciliation Date). For a Reconciliation Notice delivered no later than October 1 of any given year, the Reconciliation Date shall be July 20 of the same calendar year (or if such Reconciliation Date is not a Business Day, the first Business Day immediately preceding such Reconciliation Date). The first Reconciliation Date following the Effective Date of the Plan shall be July 20, 2014, or the first Payment Date thereafter specified by the Rehabilitator, whichever is later.

“ Reconciliation Notice ” means any notice delivered to the LVM Trustee by the Management Service Provider, pursuant to Section 2.5 of these LVM Payment Guidelines. Reconciliation Notices shall indicate the Management Services Provider’s calculation, as of the applicable Reconciliation Date, of the Deferred Loss Amount, taking into consideration any Recovery Amounts, Reimbursement Amounts, or Payments.

“ Recovery Amount ” means, in respect of any Insured Obligation (identified by its CUSIP, if any), the amount of any payments, recoveries, reimbursements or other assets or benefits (excluding any Payments made under the Plan, the 2012 LVM Payment Rules or these LVM Payment Guidelines) which the Rehabilitator, in his sole and absolute discretion, determines that an LVM Holder of a Permitted LVM Policy Claim relating to such Insured Obligation has received, collected or recovered and that satisfies an obligation of the Segregated Account under the Plan with respect to Deferred Loss Amounts. Such amounts shall include, without duplication, double-counting or limitation, the amount of any payments, recoveries, reimbursements or other assets or benefits (excluding any Payments made under the Plan, the 2012 LVM Payment Rules or these LVM Payment Guidelines) that:


(i)	are attributable to, or paid in respect of or pursuant to, the Chapter 11 Bonds;


(ii)	such LVM Holder of a Permitted LVM Policy Claim relating to such Insured Obligation has received, collected or recovered from a Person that is not AAC or the Segregated Account (other than scheduled principal and/or interest on the collateral for such Insured Obligation);


(iii)	reduce, or are permitted to reduce, any amount of overdue and unpaid interest and/or principal that is insured under the LVM Policy;

(iv)

such Holder of a Permitted LVM Policy Claim relating to such Insured Obligation has received, collected or recovered in respect of such Insured Obligation that AAC, the Segregated Account would have been entitled to receive, collect, recover, or receive the benefit of, had it paid 100% of the Permitted LVM Policy Claim relating to such Insured Obligation in Cash (rather than as contemplated herein);


(v)	reduce the principal or interest on any such Insured Obligation after the final scheduled distribution date or maturity date of such Insured Obligation; and/or


(vii)	such LVM Holder of a Permitted LVM Policy Claim relating to such Insured Obligation has received, collected or recovered pursuant to or in connection with any Alternative Resolution or pursuant to any judgment rendered by a court of competent jurisdiction in respect of such Claims.

“ Reimbursement Amount ” means the amount of any payments, recoveries, reimbursements or other assets that AAC is entitled to receive, collect or recover in its capacity as insurer, surety, credit support provider, credit enhancer, credit default swap counterparty or similar capacities, or as assignee or subrogee, under the LVM Policy, any related Transaction Document with respect to the underlying obligation or Insured Obligation under the LVM Policy, or any third party settlement or reinsurance agreement, but excluding premium payments under the LVM Policy and, in the sole and absolute discretion of the Rehabilitator, payments made under expense-related agreements to which AAC is a party. For the avoidance of doubt, if, instead of being received, collected or recovered by AAC, any Reimbursement Amounts are received, collected or recovered by the LVM Trustee or the LVM Holder of a Permitted LVM Policy Claim, such Reimbursement Amounts may be treated as Recovery Amounts under the Plan, subject to AAC’s right to collect such Reimbursement Amounts from the LVM Trustee or such LVM Holder(s) under Section 2.12 hereof.

“ Reinsurance Agreement ” means the Aggregate Excess of Loss Reinsurance Agreement between the Segregated Account and AAC, entered into as of the Petition Date, as amended, modified or supplemented from time to time.

“ Resolution ” shall have the meaning given to such term in Section 2.5, 3.1 or 3.3 of these LVM Payment Guidelines, as applicable.

“ Secured Note ” means the Secured Note issued by AAC to the Segregated Account on the Petition Date, as amended, modified or supplemented from time to time.

“ Segregated Account Operational Documents ” means the documents and agreements pertaining to the establishment and operation of the Segregated Account, including, but not limited to, the Plan of Operation, the Secured Note, the Reinsurance Agreement, the Management Services Agreement and the Cooperation Agreement, each as amended, modified or supplemented from time to time.

“ Special Deputy Commissioner ” means the Special Deputy Commissioner of the Segregated Account appointed by order of the Court.

“ Subsequent Adjustment ” means any adjustment made in accordance with Section 3.3 of these LVM Payment Guidelines.

“ Subsequent Adjustment Notice ” means the written notice of any Subsequent Adjustment made in accordance with Section 3.3 of these LVM Payment Guidelines, which notice shall indicate the adjustment to be made and the reasons for doing so.

“ Supplemental Payment ” means any Payment made in accordance with Section 2.14, or deemed to be made in accordance with Section 2.16, of these LVM Payment Guidelines to the LVM Trustee in excess of the Interim Payment and/or any Deferred Payment made on account of a Permitted LVM Policy Claim in order to maximize Reimbursement Amounts. Supplemental Payments shall not include Recovery Amounts.

“ Transaction Documents ” means any agreements relating to the LVM Policy, including any credit derivative transaction agreements (including credit default swaps), interest rate or currency rate swap agreements, basis swap agreements, total return swap agreements, indentures, trust deeds, collateral management or administration agreements, credit or loan agreements, residential mortgage-backed security transaction documents, guarantee investment certificates, custodial account agreements, note purchase agreements, or other financing or transaction documents of any kind.

“ Website ” means the website established by the Rehabilitator for policyholders at www.ambacpolicyholders.com , which makes available for viewing and download the key documents described herein and in the Disclosure Statement, including, but not limited to, the Plan and the Segregated Account Operational Documents.

“ Wis. Stat. § ___” means the Wisconsin Statutes (2011-12), as amended.

EXHIBIT B

PROOF OF LVM POLICY CLAIM FORM

Date: [____________]

Ambac Assurance Corporation ,

as Management Services Provider of

the Segregated Account of Ambac Assurance Corporation

One State Street Plaza

New York, NY 10004

Attention: Claims Processing

Email: claimsprocessing@ambac.com

Facsimile: (212) 208-3404

Reference Policy Number: 17548BE

Reference is made to (i) the LVM Payment Guidelines for Plan of Rehabilitation, as amended (the “ LVM Payment Guidelines ”), (ii) the attached claim schedule, which includes detailed information about the LVM Policy Claim(s) made pursuant to this Proof of LVM Policy Claim Form (the “ Claim Schedule ”) and (iii) the LVM Policy with respect to the Insured Obligation(s) identified on the Claim Schedule. Terms capitalized herein and not otherwise defined shall have the meanings ascribed to such terms in or pursuant to the LVM Payment Guidelines or the LVM Policy, as the case may be, unless the context otherwise requires.

The undersigned hereby certifies as follows:

The undersigned is the trustee (the “ LVM Trustee ”) under the Senior Indenture dated as of September 1, 2000 by and between the Director of the State of Nevada Department of Business and Industry and Wells Fargo Bank, N.A., as trustee (as amended, modified and supplemented from time to time, the “ Indenture ”) and, pursuant to the LVM Payment Guidelines, is entitled to submit a Claim for the “Total Claim Amount” set forth on the Claim Schedule with respect to the Insured Obligation (the “ Total Claim Amount ”).


2.	The information set forth on the Claim Schedule is true, correct and complete.


3.	The Total Claim Amount is due for Payment pursuant to the terms of the LVM Policy and the Transaction Documents relating to or governing the Insured Obligation(s).


4.	The undersigned has not previously made a Claim or demand for Payment under the LVM Policy in respect of amounts due on the Insured Obligation(s) on the “Payment Date” indicated on the Claim Schedule.

[ Complete for the first LVM Policy Claim made after the Effective Date in respect of the LVM Policy or if the LVM Trustee wishes to alter the payment instructions previously provided to the Management Services Provider: The undersigned hereby requests that any portion of the Total Claim Amount to be paid by the Segregated Account in Cash be made to the following account by bank wire transfer of federal or other immediately available funds:

Bank Name: [____________]

ABA #: [____________]

Acct #: [______________]

Reference: [__________________]

OR If the LVM Trustee has provided account details previously and these are not changing, please include the following: The undersigned hereby requests that any portion of the Total Claim Amount

to be paid by the Segregated Account in Cash be paid by bank wire transfer of federal or other immediately available funds to the account notified by the undersigned to the Segregated Account and the Management Services Provider pursuant to the Proof of LVM Policy Claim Form dated as of [ ] and relating to the LVM Policy.]

The undersigned hereby agrees that, following receipt of any Cash Payment by the Segregated Account in respect of the Total Claim Amount, it shall (i) cause such funds to be distributed to the LVM Holders who, but for the LVM Payment Guidelines, would have been entitled to submit LVM Policy Claims to the Segregated Account in respect of the Total Claim Amount, (ii) maintain an accurate record of such distributions with respect to the Insured Obligation and the corresponding Claim on the Policy and proceeds thereof, and (iii) comply with the terms of the Indenture insofar as they relate to such funds following Payment by the Segregated Account, including, without limitation, noting the rights of the Segregated Account and/or Ambac Assurance Corporation (“ Ambac ”) in the bond register.

Nothing contained herein shall, or shall be deemed to, alter, transfer, impede, impair, restrict, limit, prejudice, waive, delay or otherwise affect any rights of Ambac or the Segregated Account under or in connection with the LVM Policy or any other Transaction Documents relating to the LVM Policy, whether contractual, by way of subrogation or otherwise, including, without limitation, all subrogation rights available to Ambac or the Segregated Account in connection with any Payment under the LVM Policy.

Any oral or written communications to the undersigned in respect of this Proof of LVM Policy Claim Form and the LVM Policy Claims made hereunder may be addressed to one of the following persons:

1. [ insert name ], [ address ], [ phone number ] and [ email ]

2. [ insert name ], [ address ], [ phone number ] and [ email ] ¹

[ ],

as LVM Trustee

By:

Name:

Title:

__________________________

¹ Contact details for at least 2 persons at the LVM Trustee must be provided. At least 1 contact person must be authorized to discuss operations and settlement matters . The person responsible for operations/settlements should be clearly identified .



LVM CLAIM SCHEDULE

LVM Trustee:
Policy #:	17548BE
Payment Date:*
Claim Period:**
Total Claim Amount:

		Principal Claim Amount	Interest Claim Amount	Total Claim Amount
Insured Obligations
(including CUSIP, if any)



Total

*Payment Date is the date on which principal and/or interest is due for payment with respect to the Insured Obligation.

**Claim Period is the period in respect of which Payments are due on the Payment Date.
Please use a different Proof of LVM Policy Claim Form and LVM Claim Schedule for each Payment Date.



LVM POLICY CLAIM PAYMENT - ALLOCATION SCHEDULE


LVM Trustee:
Policy #:	17548BE

Total Claim Amount for LVM Claim:
Cash received in respect of LVM Policy Claim:
Claim Period*:
Payment application date**:



Insured Obligations by CUSIP (if applicable):		Payment applied against Principal:	Payment applied against Interest:	Total Claim Payment applied:
XXXXX
XXXXX

Total

* Claim Period is the period in respect of which the LVM Policy Claim was submitted pursuant to the LVM Claim Schedule.
For a Deferred Payment, the Claim Period can be identified as "Deferred Payment."

** Payment application date is the date the Policy Claim Payment was paid by the Holder to the Beneficial Holders.

The LVM Trustee hereby certifies that the information contained in this Allocation Schedule to be true, correct and up-to-date.

_______________________________
For and on behalf of
____________________________, LVM Trustee
Name:
Title:
Date:

SECOND SUPPLEMENT TO THE REHABILITATOR’S MOTION TO AMEND

The Rehabilitator submits this Second Supplement to his April 21, 2014 Motion to Amend by making the following corrections to the wording of the provisions in the proposed Plan Amendments, Payment Guidelines and LVM Payment Guidelines as set forth below. ¹ These technical changes are being made at the request of the Trustees.

Second supplement to Amendments

2.04 Reconciliation of Deferred Loss Amounts. On a semi-annual basis, in accordance with the procedure set forth in the Payment Guidelines, the Management Services Provider, the Rehabilitator and the Holders of any outstanding Deferred Amounts, including those acting in their capacity as Trustee, shall reconcile the Deferred Loss Amounts relating to such Permitted Policy Claims. Such Holders, and their paying agent or calculating agent, as applicable, shall fully cooperate with the Management Services Provider and the Rehabilitator to complete the Reconciliations, including, without limitation, by providing any information and/or further supporting documentation reasonably requested by the Management Services Provider or the Rehabilitator. All Reconciliation Notices issued by the Management Services Provider are final unless the Holder disputes the Reconciliation Notice in accordance with the procedure set forth in the Payment Guidelines. The Management Services Provider or the Rehabilitator may withhold a Permitted Policy Claim Holder’s Reconciliation Notice, Deferred Payment, or any other Payment if such Holder fails to cooperate fully with the Management Service Provider and the Rehabilitator does not receive the additional information to facilitate the Reconciliations as contemplated by this Section 2.04, or if such Holder, or any party to the transaction relating thereto paying agent or calculating agent, as applicable, is in violation of this Plan, the Injunction, the Payment Guidelines, or any other order of the Court relating to the Segregated Account.

4.11 Terminated Trusts. Notwithstanding the terms of any Transaction Documents to the contrary, at no time throughout the effective duration of this Plan shall any Trustee acting on behalf of and for the benefit of Beneficial Holders, or any other person, be permitted to terminate the trust or an indenture relating to a Policy, or to extinguish or retire, or cause to be extinguished, retired, or terminated, any Insured Obligation insured by such Policy in respect of which a Deferred Amount is continuing, without the express, written consent of AAC and the Rehabilitator. If the terms of the Transaction Documents at any time permit termination, extinguishment or retirement of an Insured Obligation or a trust or indenture, then in such event the Trustee shall, at its election, either (a) continue to serve as Trustee on the same terms and conditions set forth in the Transaction Documents, but at rates authorized by the Rehabilitator, or (b) assign all of its rights and obligations under such Transaction Documents to a trustee/agent designated by the Rehabilitator. Where possible, upon termination, extinguishment or retirement of an Insured Obligation or a trust or indenture, it is not the intention of the Rehabilitator to continue the services required of a Trustee beyond those services necessary to effectuate this Plan, including, but not limited to, the effectuation of Recovery Amounts, Reimbursement Amounts, Reconciliations, Payments and Deferred Payments.

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1	Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Payment Guidelines.

These wording corrections will be reflected in a new redline comparison of the Plan, as amended, to the confirmed Plan of Rehabilitation, which is being filed together with this Second Supplement. That new redline is also being posted with this Supplement on the court-approved website, www.ambacpolicyholders.com .

SECOND SUPPLEMENT TO PAYMENT GUIDELINES

If a Holder wishes to dispute, for any reason, a Reconciliation Notice issued by the Management Services Provider, the Holder shall, no later than 45 days after delivery of such Reconciliation Notice (the “ Opposition Period ”), send to the Management Services Provider a written response to the Reconciliation Notice. Such written response (and any related written communications) shall be delivered by email to:

claimsprocessing@ambac.com

with a copy to:

claimsobjections@ambac.com .

day after the delivery of such Resolution to the Holder, the Reconciliation shall be deemed final as of the relevant Reconciliation Date and no further dispute resolution shall be permitted. If at any time, pursuant to this Section 2.5, the Reconciliation is deemed final and no further dispute resolution shall be permitted, the Management Services Provider and the Rehabilitator’s calculation of the Deferred Loss Amount shall apply for the purposes of these Payment Guidelines.

2.9 Eligibility for Deferred Payments. A Holder of a Permitted Policy Claim shall not be eligible to receive a Deferred Payment announced by the Rehabilitator pursuant to these Payment Guidelines until the later of the relevant Deferred Payment Date and the Payment Date following the first Determination Date on which (i) it and each Beneficial Holder of the Insured Obligation relating to such Permitted Policy Claim, and any other transaction party paying agent or calculating agent, as applicable, are not in violation of the Plan, the Injunction, these Payment Guidelines, or any other order of the Court relating to the Segregated Account, (ii) all Reconciliations of Deferred Loss Amounts relating to such Insured Obligation have been finally determined in accordance with these Payment Guidelines, and (iii) it, or its’ paying agent or calculating agent, as applicable, has provided all information and supporting documentation reasonably requested by the Rehabilitator and the Management Services Provider pursuant to these Payment Guidelines.

5.14 Terminated Trusts. Notwithstanding the terms of any Transaction Documents to the contrary, at no time throughout the effective duration of the Plan shall any Trustee acting on behalf of and for the benefit of Beneficial Holders, or any other person, be permitted to terminate the trust or an indenture relating to a Policy, or to extinguish or retire, or cause to be extinguished, retired, or terminated, any Insured Obligation insured by such Policy in respect of which a Deferred Amount is continuing, without the express, written consent of AAC and the Rehabilitator. If the terms of the Transaction Documents at any time permit termination, extinguishment or retirement of an Insured Obligation or a trust or indenture, then in such event the Trustee shall, at its election, either (a) continue to serve as Trustee on the same terms and conditions set forth in the Transaction Documents, but at rates authorized by the Rehabilitator, or (b) assign all of its rights and obligations under such Transaction Documents to a trustee/agent designated by the Rehabilitator. Where possible, upon termination, extinguishment or retirement of an Insured Obligation or a trust or indenture, it is not the intention of the Rehabilitator to continue the services required of a Trustee beyond those services necessary to effectuate the Plan, including, but not limited to, the effectuation of Recovery Amounts, Reimbursement Amounts, Reconciliations, Payments and Deferred Payments.

SUPPLEMENT TO LVM PAYMENT GUIDELINES

2.5 Reconciliation of Deferred Loss Amounts. On a semi-annual basis, in accordance with the schedule set forth below, the Management Services Provider, on behalf of the Segregated Account and the Rehabilitator, and the LVM Trustee shall reconcile the Deferred Loss Amounts relating to Permitted LVM Policy Claims. Such reconciliations (each, a “Reconciliation”) shall be completed with respect to each Insured Obligation insured by the LVM Policy by CUSIP in respect of which there is an outstanding Deferred Amount.

Provided that the LVM Trustee has complied with any request of the Management Services Provider (as described below), the Management Services Provider shall complete each Reconciliation by delivering to the LVM Trustee, no later than April 1 and October 1 of each year following the Effective Date (or if any such day is not a Business Day, the first Business Day following such day), a Reconciliation Notice relating to each of the Insured Obligations under the LVM Policy by CUSIP, using personal delivery, first class mail or electronic mail, showing the Management Service Provider’s calculation, as of the relevant Reconciliation Date (but excluding any Payments made on or after such Reconciliation Date), of the Deferred Loss Amounts relating to such Insured Obligation. The Reconciliation Date for Reconciliation Notices delivered no later than April 1 shall be January 20 (or, if any such Reconciliation Date is not a Business Day, the first Business Day immediately preceding such Reconciliation Date) of the same calendar year, and the Reconciliation Date for Reconciliation Notices delivered no later than October 1 shall be July 20 of the same calendar year (or if any such Reconciliation Date is not a Business Day, the first Business Day immediately preceding such Reconciliation Date); provided, however, that the first Reconciliation Date following the Effective Date of the Plan shall be July 20, 2014, or the first Payment Date thereafter specified by the Rehabilitator, whichever is later. Following delivery of each of the semi-annual Reconciliation Notices contemplated by this Section 2.5, and, as necessary, completion of any dispute resolution proceedings described below, the Rehabilitator will post

to the Website a schedule showing all outstanding Deferred Amounts, including the aggregate of all unpaid and outstanding Accretion Amounts.

If the LVM Trustee wishes to dispute, for any reason, a Reconciliation Notice issued by the Management Services Provider, the LVM Trustee shall, no later than 45 days after delivery of such Reconciliation Notice (the “Opposition Period”), send to the Management Services Provider a written response to the Reconciliation Notice. Such written response (and any related written communications) shall be delivered by email to:

claimsprocessing@ambac.com

with a copy to:

claimsobjections@ambac.com.

The response must clearly set forth all facts and the legal basis, if any, for the opposition and the reasons why the Reconciliation Notice is incorrect. If no response is sent by the LVM Trustee within such Opposition Period, the Reconciliation shall be deemed final as of the relevant Reconciliation Date, and no further dispute resolution shall be permitted. If a response is submitted within such Opposition Period, the Rehabilitator shall resolve such dispute with the LVM Trustee in accordance with these LVM Payment Guidelines and communicate such resolution to the LVM Trustee in writing. Only in the event that a response is submitted within such Opposition Period by the LVM Trustee, and the Management Services Provider issues a written resolution against the LVM Trustee (a “Resolution”), shall the LVM Trustee have the right to file a motion with the Court asserting that the Reconciliation Notice is incorrect. Any such motion must be filed by the LVM Trustee no later than the 30th day after the delivery of such Resolution to the LVM Trustee. If no motion is filed by the 30th day after the delivery of such Resolution to the LVM Trustee, the Reconciliation shall be deemed final as of the relevant Reconciliation Date and no further dispute resolution shall be permitted. If at any time, pursuant to this Section 2.5, the Reconciliation is deemed final and no further dispute resolution shall be permitted, the Management Services Provider and the Rehabilitator’s calculation of the Deferred Loss Amount shall apply for the purposes of these LVM Payment Guidelines.

2.9 Eligibility for Deferred Payments. The LVM Trustee shall not be eligible to receive a Deferred Payment announced by the Rehabilitator pursuant to these LVM Payment Guidelines until the later of the relevant Deferred Payment Date and the Payment Date following the first Determination Date on which (i) it and each LVM Holder of the Insured Obligation relating to such Permitted LVM Policy Claim , and any other transaction party, are not in violation of the Plan, the Injunction, these LVM Payment Guidelines, or any other order of the Court relating to the Segregated Account, (ii) all Reconciliations of Deferred Loss Amounts relating to such Insured Obligation have been finally determined in accordance with these Payment Guidelines, and (iii) it has provided all information and supporting documentation reasonably requested by the Rehabilitator and the Management Services Provider pursuant to these LVM Payment Guidelines.

4.15 Terminated Trusts. Notwithstanding the terms of any Transaction Documents to the contrary, at no time throughout the effective duration of the Plan shall the LVM Trustee, or any other person, be permitted to terminate the trust or indenture relating to the LVM Policy, or to extinguish or retire, or cause to be extinguished, retired, or terminated, any Insured Obligation insured by the LVM Policy in respect of which a Deferred Amount is continuing, without the express, written consent of AAC and the Rehabilitator. If the terms of the Transaction Documents at any time permit termination, extinguishment or retirement of an Insured Obligation or a trust or indenture, then in such event the LVM Trustee shall, at its election, either (a) continue to serve as LVM Trustee on the same terms and conditions set forth in the Transaction Documents but at rates authorized by the Rehabilitator, or (b) assign all of its rights and obligations under such Transaction Documents to a trustee/agent designated by the Rehabilitator. Where possible, upon

termination, extinguishment or retirement of an Insured Obligation or a trust or indenture, it is not the intention of the Rehabilitator to continue the services required of the LVM Trustee beyond those services necessary to effectuate the Plan, including, but not limited to, the effectuation of Recovery Amounts, Reimbursement Amounts, Reconciliations, Payments and Deferred Payments.