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AMBAC FINANCIAL GROUP INC

For the period ended Dec 31, 2023. Filed Feb 27, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 27, 2024

OSG$5.27+5.6%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Non-GAAP Financial Measures

In addition to reporting the Company’s quarterly financial results in accordance with GAAP, the Company is reporting non-GAAP financial measures: EBITDA, Adjusted Net Income and Adjusted Book Value. These amounts are derived from our consolidated financial information, but are not presented in our consolidated financial statements prepared in accordance with GAAP.

We present non-GAAP supplemental financial information because we believe such information is of interest to the investment community, and that it provides greater transparency and enhanced visibility into the underlying drivers and performance of our businesses on a basis that may not be otherwise apparent on a GAAP basis. We view these non-GAAP financial measures as important indicators when assessing and evaluating our performance on a segmented and consolidated basis and they are presented to improve the comparability of our results between periods by eliminating the impact of the items that may not be representative of our core operating performance. These non-GAAP financial measures are not substitutes for the Company’s GAAP reporting, should not be viewed in isolation and may differ from similar reporting provided by other companies, which may define non-GAAP measures differently.

Beginning January 1, 2023, Ambac replaced the non-GAAP measure Adjusted Earnings with a new non-GAAP measure Adjusted Net Income to better align with other participants in the Property & Casualty insurance industry, including insurance carriers and other peers in the insurance distribution business.

We are presenting Adjusted Net Income for the current and prior periods contained within this Form 10-K so this non-GAAP financial measure compares both periods on the same basis.

The following paragraphs define each non-GAAP financial measure. A tabular reconciliation of the non-GAAP financial measure and the most comparable GAAP financial measure is also presented below.

EBITDA — We define EBITDA as net income (loss) before interest expense, income taxes, depreciation and amortization of intangible assets.

Legacy Financial Guarantee InsuranceSpecialty Property and Casualty InsuranceInsurance DistributionCorporate & OtherConsolidated
Net income (loss)$9$—$7$(11)$5
Adjustments:
Interest expense64———64
Income taxes8——(1)7
Depreciation1———2
Amortization of intangible assets25—4—29
EBITDA (1)$107$—$11$(12)$107
Net income (loss)$537$(6)$5$(13)$522
Adjustments:
Interest expense168———168
Income taxes3———2
Depreciation2———2
Amortization of intangible assets44—3—47
EBITDA (1)$754$(6)$7$(14)$742
Net income (loss)$4$(8)$4$(17)$(16)
Adjustments:
Interest expense187———187
Income taxes16——218
Depreciation2———2
Amortization of intangible assets52—3—55
EBITDA (1)$262$(8)$6$(15)$246

(1)EBITDA is prior to the impact of noncontrolling interests, and relates to subsidiaries where Ambac does not own 100% in the amounts of $2, $1 and $1 for the years ended December 31, 2023, 2022 and 2021, respectively. The noncontrolling interest are primarily in the Insurance Distribution segment.

Adjusted Net Income (Loss) — We define Adjusted Net Income (Loss) as net income (loss) attributable to common stockholders adjusted to reflect the following items: (i) net investment (gains) losses, including impairments; (ii) amortization of intangible assets; (iii) litigation costs, including attorneys fees and other expenses to defend litigation against the Company, excluding loss adjustment expenses; (iv) foreign exchange (gains) losses; (v) workforce change costs, which primarily include severance and other costs related to employee terminations; and (vi) net

(gain) loss on extinguishment of debt. Adjusted Net Income is also adjusted for the effect of the above items on both income taxes and noncontrolling interests. The income tax effects are determined by applying the statutory tax rate in each jurisdiction that generate these adjustments. The noncontrolling interest adjustments relate to subsidiaries where Ambac does not own 100%

The following table reconciles net income attributable to common stockholders to the non-GAAP measure, Adjusted Net Income (Loss) on a total dollar amount and per diluted share basis, for all periods presented:

202320222021
($ in millions, except per share data)Year Ended December 31,$ AmountPer Diluted Share (1)$ AmountPer Diluted Share (1)$ AmountPer Diluted Share (1)
Net income (loss) attributable to common stockholders$4$0.18$522$11.31$(17)$(0.61)
Adjustments:
Net investment (gains) losses, including impairments220.49(31)(0.68)(7)(0.14)
Intangible amortization290.62471.01551.19
Litigation costs410.87330.7170.15
Foreign exchange (gains) losses(1)(0.02)30.0630.06
Workforce change costs10.0210.0310.01
Net (gain) loss on extinguishment of debt——(81)(1.75)(33)(0.70)
Pretax adjusted net income (loss)962.1649410.699(0.04)
Income tax effects(2)(0.03)20.04(1)(0.02)
Net (gains) attributable to noncontrolling interests(1)(0.02)(1)(0.01)(1)(0.01)
Adjusted Net Income (Loss)$93$2.11$495$10.72$7$(0.07)

(1) Per diluted share includes the impact of adjusting redeemable noncontrolling interest to its redemption value.

Adjusted Book Value. Adjusted book value is defined as Total Ambac Financial Group, Inc. stockholders’ equity as reported under GAAP, adjusted for after-tax impact of the following:

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

Net unearned premiums and fees in excess of expected losses: Addition of the value of the unearned premium revenue ("UPR") on financial guarantee contracts, in excess of expected losses, net of reinsurance. This non-GAAP adjustment presents the economics of UPR and expected losses for financial guarantee contracts on a consistent basis. In accordance with GAAP, stockholders’ equity reflects a reduction for expected losses only to the extent they exceed UPR. However, when expected losses are less

than UPR for a financial guarantee contract, neither expected losses nor UPR have an impact on stockholders’ equity. This non-GAAP adjustment adds UPR in excess of expected losses, net of reinsurance, to stockholders’ equity for financial guarantee contracts where expected losses are less than UPR. This adjustment is only made for financial guarantee contracts since such premiums are non-refundable.

Net unrealized investment (gains) losses in Accumulated Other Comprehensive Income: Elimination of the unrealized gains and losses on the Company’s investments that are recorded as a component of accumulated other comprehensive income (“AOCI”), net of income taxes.

Ambac has a significant U.S. tax net operating loss (“NOL”) that is offset by a full valuation allowance in the GAAP consolidated financial statements. As a result of this, tax planning strategies and other considerations, we utilized a 0% effective tax rate for non-GAAP operating adjustments to Adjusted Book.

The following table reconciles Total Ambac Financial Group, Inc. stockholders’ equity to the non-GAAP measure Adjusted Book Value on a dollar amount and per share basis, for all periods presented:

20232022
($ in millions, except per share data) December 31,$ AmountPer Share$ AmountPer Share
Total Ambac Financial Group, Inc. stockholders’ equity$1,362$30.13$1,252$27.85
Adjustments:
Insurance intangible asset(245)(5.43)(266)(5.91)
Net unearned premiums and fees in excess of expected losses1623.592144.76
Net unrealized investment (gains) losses in Accumulated Other Comprehensive Income (Loss)200.45711.59
Adjusted Book Value$1,299$28.74$1,272$28.29

The increase in Adjusted Book was primarily attributable to Ambac's net income for the year ended December 31, 2023 (excluding earned premium previously included in Adjusted Book Value) and the positive effect of foreign exchange rates on the consolidation of AFG's foreign subsidiaries, partially offset by the impact of the reinsurance de-risking transaction executed during 2023.

Factors that impact changes to Adjusted Book Value include many of the same factors that impact Adjusted Net Income, including the majority of revenues and expenses, but generally exclude components of premium earnings since they are embedded in prior period's Adjusted Book Value through the net unearned premiums and fees in excess of expected losses adjustment. Net unearned premiums and fees in excess of expected losses will affect Adjusted Book Value for (i) changes to future premium assumptions (e.g. expected term, interest rates, foreign currency rates, time passage) and (ii) changes to expected losses for policies which do not exceed their related unearned premiums and (iii) new reinsurance transactions.

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