Good day, ladies and gentlemen, and welcome to the Ambac Financial Group 2015 Second Quarter Earnings Call. At this time all participants are in a listen-only-mode. Later we will conduct a question-and-answer session and instructions will follow at that time. [Operator Instructions] As a reminder this call may be recorded. I would now like to introduce your host for today's conference Ms. Abbe Goldstein, Head of Investor Relations and Corporate Communications. You may begin your conference.

Thank you. Good morning, and thank you all for joining today's conference call to discuss Ambac Financial Group's second quarter 2015 financial results. We'd like to remind you that today's presentation may contain forward-looking statements which are based on management's current expectations and are subject to uncertainty and changes in circumstances. Any forward-looking statements are not guarantees of future performance or events. Actual performance and events may differ, possibly materially, from such forward-looking statements. Factors that could cause this include the factors described in our most recent SEC filed quarterly or annual reports under management's discussion and analysis of financial conditions and results of operations and under risk factors. Ambac is not under any obligation and expressly disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise. Today's presentation contains non-GAAP financial measures. The reconciliations of such measures to the most comparable GAAP figures are included in our earnings press release which is available on our website at ambac.com. Please note we have posted slides on our website to accompany this call. Our speakers today are Nader Tavakoli, Interim President & CEO and David Trick, our CFO. At the conclusion of their prepared remarks, we will open the call for your questions. I would now like to turn the call over to Mr. Tavakoli.

Good morning. Thanks, Abbe, and thank you all for joining us for today's call. We are pleased to report another very successful quarter for Ambac. The quarter benefited from the active management of our risk exposures and investment portfolios across the firm, including at Ambac UK, as well as favorable moves in interest rates and home prices. We are actively managing our Puerto Rico exposure about which I’ll speak in detail later and positioning the company more efficiently and strategically for future success. Now for some specifics; operating earnings for the second quarter of 2015 were $266 million or $5.70 per fully diluted share. Since emergence from bankruptcy in 2013, Ambac has now achieved cumulative operating earnings of $1.9 billion or about $40 per fully diluted share. Importantly, we continue to manage down our risk exposures. During the quarter, our insured portfolio decreased by another 5% and our adversely classified credits decreased by 8% to $23.3 billion notwithstanding the inclusion of our Puerto Rico exposure. I’d like to highlight a few of the most important updates for the second quarter. A substantial portion of our time is devoted our efforts to harvest an increase of value of Ambac issuance. Paramount among these efforts are our aggressive pursuit of our remaining RMBS rep and warranty cases, optimization of our risk portfolios, our loss mitigation efforts and active management of our investments portfolio. With respect to our RMBS cases, in the Countrywide case Judge Bransten heard oral arguments on motions for summary judgment on July 15. The court will likely render its decision in several months’ time. As many of you know, Judge Bransten took about four months to render a decision in a similar case involving MBIA, and while we had no way of predicting the timing of her decision, we…

Thank you Nader. Net income for the second quarter of 2015 was 282.7 million or $6.05 per diluted share compared to 214.7 million or $4.57 per diluted share for the first quarter of 2015. Operating earnings for the second quarter of 2015 were 266 million or $5.70 per diluted share, compared to 247.6 million or $5.27 per diluted share in the first quarter of 2015. Net income and operating earnings in the second quarter were positively impacted by favorable loss development RMBS in Ambac UK and the income from derivative products. Adjusted book value was 741.9 million or $16.49 per diluted share as of June 30, 2015, compared to 479 million or $10.64 per diluted share as of March 31, 2015. The $262.9 million adjusted book value increase was driven by operating earnings. For the second quarter of 2015, net premiums earned were 60.9 million, as compared to 65.7 million in the first quarter, including the accelerations of 13.7 million and 22.9 million respectively. Normal premiums earned were impacted by the run-off of the insured portfolio as well pre-refunding of insured securities. Accelerated premiums earned primarily related to public finance activity. A decline in accelerated premiums from the first quarter reflects the impact of one large exposure that was called in the first quarter in the mix of bonds called. The majority of calls are related to bonds under revenue in 2004 and 2005. Net investment income for the second quarter of 2015 was 64.8 million, as compared to 73 million for the first quarter of 2015. Net investment income was lower as a result of trading portfolio performance. Included in Financial Guarantee net investment income were mark-to-market gains on invested assets classified as trading of 1.4 million in the second quarter of 2015, compared to 8.6 million in the…

We’ll open the call up to Q&A now. Thank you David.

[Operator Instructions] Our first question comes from the line of Andrew Gadlin from Odeon Capital. Your line is open.

The first question is on the NOL tiers that were in of now, where are we within Tier A where there is a 15% change?

We are about two-third of the way to the first tier Andrew.

So it was about 300 or so million.

About 312 million.

And how much has been received from tolling payments until now.

We have with AFG; the holding company hasn’t received any tolling payments. The first tolling payment as we continue on this path would be in the second quarter of next year.

Okay, there’s a whole [back] for a year or so.

No, you have to look at a tolling calculation work at [Technical difficulty] past taxable year. So we are generating on a quarterly basis a tolling accrual [Technical difficulty] first time. So once [Technical difficulty] 2015 complete annualized tax position and affectively file our tax return at that time is when we would make the tolling payment.

In terms of the RMBS that were bought back this quarter, if the company is up to about 20% of accrued claim, what if they are asking it for a percentage of the future RMBS losses that are already owned by the company.

Sorry Andrew I didn’t hear the beginning of that, you broke up a little bit.

Sorry. So I think if a company brought back a 186 million of its own RMBS this quarter including it sounds like about 180 million of just accrued claim, we went from 766 million last quarter to 946 this quarter.

Including interest.

Including interest. So the question is when the company presents in the operating supplement a go-forward estimate of future RMBS claims, what percentage of those claims roughly are already owned by the company.

Yes, it is about the same relationship Andrew, about 28% to 30% of future tolling.

And then in terms of the (inaudible) 2.8% is pretty cheap, is there a possibility to do more of that going forward.

I think there is some possibility [Technical Difficulty] nuanced and customized, so not every RMBS position that we own neatly fits in to them. So we did mind the portfolio for those positions that were the most appropriate for that type of structure. So I think part of what will drive a future transactions like that will be one of course asset liability and management needs but also the nature of the collateral as it develops on the balance sheet in our future purchase activity.

In terms of the exchange efforts that have been going on for some time, I was wondering with everything happening in Puerto Rico, there’s speculation about whether or not it could be still be going forward, and I was wondering if there’s anything you could share with us on that effort.

Yeah Andrew, I will take that. Look obviously Puerto Rico is having some influence on the conversations, but I wouldn’t characterize the influence of Puerto Rico as being either particularly positive or negative. I think as you can appreciate, it probably increases motivations all around, we had some disclosure with regard to the current status of the conversations in that Q and I can’t really go much beyond those disclosures. The conversations are multi-party, multi-faceted and we have to balance the interests of a variety of people including of stakeholders including policy holders and shareholders. So it’s taking the time that these kinds of complex negotiations often do. But I would say that while Puerto Rico is certainly a factor in the conversations, it hasn’t maturely affected the conversations either positively or negatively.

And I think you mentioned that you are in conversation with the regulator on the exchange concept or work in this past quarter. So presumably without putting words in your mouth, the regulator is on board with the efforts proceeding.

Yeah I am hesitant to characterize the regulators postures on this. But I think as we’ve said in the past, we are happy with the current status of our relationship with both the rehabilitator of segregated account and our regulator, our commissioner in Madison. Very constructive relationship, we have frequent ongoing conversations about all aspects of the business including the possibilities of relating to potentially exchanging out the obligations of the segregated accounts and so that relationship continues, those conversations continue, and we are continuing with those conversation unabated, so you can deduce from that, that we have regulatory support for it.

And our next question comes from the line of Alex Klipper of Bank of America. Your line is open.

Just on the repurchase of the surplus notes in the second quarter, obviously that came in at a much higher price than where the current surplus notes are trading. So A, did you guys get regulatory approval to repurchase those notes. And B, have you repurchased any notes in the third quarter.

One, we didn’t get regulatory approval, the acquisition was made at the holding company, therefore it’s not subject to regulatory approval, strict regulatory approval I should say. And secondly, in the third quarter, we did not make any additional purchases as we so far have been in blackout since the beginning of the third quarter.

Got it. So that did not require regulatory approval. Is that part of a discussion you are having with the regulator also to just be able to purchase surplus notes at the insurance company or is that something that interferes with the broader discussion.

It certainly would require approval by the regulator, and we can’t really comment too much on the nature of those conversations. But as you know we are pretty active in acquisition of our own insured RMBS, and I think ultimately that’s an important part of our efforts to exit rehabilitation and manage our exposure. So whether its surplus notes or own insured RMBS, overall its needs the same effective outcome given the nature of the surplus in terms of their priority within the balance sheet.

Got it. And then how much cash is at the holding company today?

We have about 255 million or so of cash and securities at the hold co.

[Operator Instructions] Our next question comes from the line of Nancy Stuebe from Gabelli. Your line is open.

You had some positive trends at both Ambac UK and with the adversely classifieds, and I was just wondering if those trends are going to continue through this year.

I certainly hope so. I think all of that is obviously a function of few things, both of course the active management of portfolio as well as just general trends within the economy. So I think at this point given the seasoning of our portfolio I think it’s safe to say that we have a fairly good handle around all the risks in the book and believe we’ve identified all those exposures that should be problematic at this point. Everything is of course subject to change, but the book is pretty well seasoned having written our last real insurance policy in 2008 and any real material policy since 2007.

On the rep and warrant, I know you had said that you’d made your arguments that it’s going to be few months. Is there a chance that this happens before the MBIA timeframe or there is no indication from the judge?

Nancy as you know having been there, the judge did not give us an indication of her intention as to the timing of the ruling. It’s a relatively complicated matter. There are a number of motions on both sides on a variety of issues, and so while we have no idea and she could surprise us pleasantly, I would think that it’d be hard to imagine it being earlier than the fall.

And on the number of motions and is this different than how MBIA proceeded? Is Bank of America using just different tactics or is this just what happened last time and it’s just going to take that amount of time.

Sitting here right now, my recollection of how many different issues were present before her on the MBIA motion, on the motions for summary judgment in that case is not - I am not completely sure of the complexity of that situation versus ours. I’ve read it, but it’s been a while, and so I can’t really draw any comparisons in terms of the number of issues or the complexity of the issues. I guess if you wanted to look at the silver lining, she has obviously got significant familiarity with a lot of the issues, having grappled with them and ruled on them in that case. And it’s possible that that will streamline her thinking and decision making. So from that perspective, I guess, there’s certainly is a possibility that she can come to conclusion more quickly. But again I don’t want to get in the guessing game as to judges calendars and I have no idea what else she’s got on her docket and what her clerks are busy writing up before this one. So I just can’t in to the predicting business, obviously we would like her to rule as quickly as possible. We feel very good about our case before Judge Bransten.

And our next question comes from the line of Jatin Dewanwala from MetaCapital.

My questions’ related to the domestic public finance exposure, and I’m having a hard time reconciling your reserves versus where uninsured Puerto Rico debt is trading in the [mini] market. So for instance highway debt is trading in the $0.20 to $0.30 on the dollar [zip code], similarly Rum tax bond, and for your entire book of public finance exposure have only $400 million reserved. Not everything of the $400 million would be linked to Puerto Rico. So it would seem that your reserves even if we were to assume that the entire $400 million is related to Puerto Rico which isn’t would translate into haircut of $0.16, whereas the market haircut on non-COFINA debt, you know we are not even talking about COFINA highway center and convention center and Rum tax debt, it’s in order of magnitude higher. So was just curious if you have any views on that.

Sure. There’s a couple of factors that go in to that. Certainly we do monitor the trading prices of securities in the market place, but strictly from an accounting standpoint, reserving process standpoint that is not what drives reserves. What drives reserves is our internal house view, credit view of each and every exposure, and that is based on, as we’ve talked about in prior calls, probability weighted scenarios of potential outcomes, and so while reserves in the worst case could potentially be worse and we’ve full disclosed that in our disclosures in the Q, what is presented is a probability weighted view of the world, that considers a whole host of potential outcomes on a transaction by transaction basis. While we have observed in past experiences with similar type of situations is that, and as you probably know better than we do, often times what you see in the market place is a much quicker reaction in bond prices than you see in relative fundamentals which includes often times a significant liquidity premiums being placed in the bonds. All of those factors which don’t really reflect or impact, I should say, our view of lost reserves. So there are some fundamental differences between market pricing for securities and our ultimate view of what losses are embedded in the portfolio.

Got it. Yeah the recovery is that you know, you are budgeting for versus what the market is, is it in a different ballpark altogether till now, probably you could say that, the market may be more severe versus what you are, but if you $1.3 billion - $1.4 billion of that debt and even apply haircut that’s like a $650 million hit. The markets’ is obviously applying the 70% haircut not higher. So overall I see your point. Just seems like the two are in congress with respect to each other.

Jatin led me add, having done this for a long time, I think that those people who trade in the distress debt markets know that liquidity and non-fundamental factors often drive pricing, and I think here in Puerto Rico probably some examples of that. I think rate of return expectations in distressed securities are not necessarily the same discount rates that you’d apply in an insurance portfolio and I go back to everything that David said. I think if you look at Ambac’s history and the history of its reserving, you will see that we have a very good history and so I think that puts us in good stead in terms of our approach to these things. And again, not that this drives our thinking at all, but if you look at us from a relative perspective, relative to our [monoline] sisters, I think that you have to walk away in terms of our reserving on these things, feeling that we are pretty well reserved. I think that it’s fairly public knowledge that our monoline brethren have twice or more of the current exposure to Puerto Rico that we have, and I think people have tried to back in to their reserves versus our reserves and come out fairly favorably in terms of our reserving versus theirs. So I think that we feel that based on everything we know about Puerto Rico right now, putting all the factors in to the accounting conventions that drive these things we are pretty well reserved.

And our next question comes from the line of Michael Cohen from Opportunistic Research. Your line is open.

I have rep and warranty litigation question. Was just curious, obviously you guys have stated in the past a desire to defend and represent Ambac’s interest boastfully and to maximize the amount of recovery. Just curious, what the sort of impediment is to potentially looking at settlement activity. Is the bid in the ask too wide between you and the counterparties or is it the fact that the counterparties just don’t believe that they ultimately have any liability.

I can’t get in the counterparties head and we are fully aware of the value of a dollar today versus the value of a dollar down the road, particularly when you impose the risk and uncertainties of litigation. So we are fully aware of the risks and benefits. We are also fully aware of the value of our cases. As I’ve said in the past, I think we have the two leading firms in this sector advising us we’ve said publicly that Patterson’s litigation new cases for the most part, but we’ve brought Quinn Emanuel as well to give us additional advice on these things, so that we would have additional comfort and confidence around our judgements and decisions on these matters. And so, I can’t tell you what the other side is thinking. I think it’s pretty evident from various settlements including settlements with the government that it can’t possibly be that they don’t think they have liability associated with these matters. And so I think it backs in to your other hypothesis as to why we have not yet reached settlement.

If I follow from that, how frequent or often are the discussions around that gap. Is the gap so wide that there is not really a form to have the discussion? How do you view this upcoming Friday’s potential mediation activity as mandated by Judge Ramos in that context?

Michael it’s just as frustrating for me not to be able to talk about that stuff as it is for the stakeholders. But I really think that it’s in everybody’s interest for us not to try to speculate or to lend color on those kinds of issues and quite frankly it would be just pure speculation if I try to conjunct [you] as to the possibility of any particular mediation or meetings. So I just really can’t comment on that in any way.

And last question is regarding your RMBS exposures and those where you’re estimating future losses as David implied HPA has played a role in adjusting your estimates. Are there specific securities that you can kind of give us an example where perhaps loan to value has improved such that the potential future reserves have come down significantly or exactly how you expect this to play out for lack of a better way of saying it?

I don’t think I can give you a specific security of the top of my head, but generally speaking when you look back the effect of loan to values, psychologically that’s very helpful in this transaction in terms of homeowner’s willingness to stay in their homes and potentially their ability to refinance their mortgages. Also from a historical or current sort of loan to value standpoint, that’s one of the main ways it impacts the economics of our transactions. On a sort of going forward standpoint, you have all those dynamics as well as the fact that increasing HPAs in the transactions help reduce severities. So HPA affects the transaction both from a sort of current standpoint as well as our forecast of the ultimate impact of potential embedded losses in the transactions.

Understood. Are you guys looking at this from a perspective almost like from the way that MIs might look at it in terms of a cure rate? Have you seen inflexion in the cure rate in particular bonds where you’ve seen benefit from HPA, meaning mortgages that were delinquent have somehow exhibited properties that would not have been expected 12 or 18 months ago?

I think overall we’ve seen a general, across the board improvement in performance in our transactions to the point where claims presented on a monthly basis have consistently come down by certainly a net basis, the second lien transactions in particular, effectively experiencing no claims at this point for HELOC transactions, for example. So overall I would just comment that the impact of these dynamics have been pretty consistent across the board and reflected in the deal performance both from the claims standpoint as well as the amount of general delinquencies and the severe delinquencies that are being experienced in each of the transactions.

And our last question comes from the line of Charles Post from Sterling Grace. Your line is open.

I am not overly familiar with the lawsuit against JP Morgan Investment Management. Can you provide a little more detail on that? I did look through their 10-Q this quarter and they talk about a $1 billion sort of claims there between you and the share guarantee. So could you give me more color on that?

The lawsuit emanates from JP Morgan Investment Management or mismanagement the case might be of assets held against Ambac UK’s insurance of Ballantyne transactions. The suit is public and I refer our folks to the public filings. So I’d prefer not to try to characterize the specific aspects of the lawsuit, but it really just emanates from our assertion and Ballantyne’s assertion that JP Morgan willfully mismanaged the funds.

Is there a way to tell within the lawsuits that billion dollars from the JP Morgan 10-Q how much that assured, how much that is (inaudible).

Go ahead David.

Did you say on the JP Morgan’s Q?

Yeah. In the Q it talks about the two lawsuits, I guess its Ambac and Assured Guarantee. Their claim is that JP Morgan Investment Management is liable for a billion in market value of these securities, lawsuits.

To clarify we ensured about 55% of the Ballantyne transaction at AUK and insured a portion of the transaction as well and then there is an uninsured piece of the transaction. So ultimately the potential benefit of that lawsuit in terms of any recoveries that we would experience, would flow through the waterfall of the Ballantyne transaction and ultimately accrue to the benefit of those three tranches i.e. the unsecured Ambac insured and the assured insured components of the transaction as well. And similarly assured guarantee they have a sister lawsuit related to a transaction called [OrthoNY] which is a very similar transaction to Ballantyne that we are not involved in.

Is there any benefit within your reserves or some kind of [R&W], I know it’s the R&W, but built in for that lawsuit.

When we look at our reserving again the Ballantyne transaction similar to all the reserves within our portfolio, we look at a whole host of different scenarios and we have probability weighted in various different outcomes with regards to that lawsuit and the affect, potential recoveries would have as those item flow through the waterfall and get [dived] up according to the structure as I just mentioned.

Switching topics, in the [operative] settlement, the claims being resources. There was a change to the way you calculate that, significantly higher number. Can you walk me through the change there?

Sure. The change was affectively to back out or gross up the claims paying resources by the amount of subrogation recoveries. I think there was a fundamental misunderstanding of our claims paying resources and how you presented it. While we had disclosure around that, I think it just wasn’t blatantly obvious from looking at the nominal numbers how rep and warranties for example as part of the subrogation number were affecting those claims paying resources. So simply put, while subrogation recoveries including rep and warranty were included in our surplus numbers that are component of the claims paying resources, since they are accounted for as a sort of contra-liability they were offsetting the loss reserve component of claims paying resources. So while certainly obvious to us here, it became apparent to us that readers of that presentation, it wasn’t clear to the readers of that presentation that the amounts had to be adjusted for that. So we changed the presentation to make that more clear.

Lastly, are you able to buy, given your insured Puerto Rican debt and if so have you done so, so far?

We haven’t done that so far, and we are able to buy it similar to any other purchase of our insured securities, it would be subject to limitations within the investment portfolio. So we would have to sort of allocate the portfolio in a particular way to make room or capacity for those purchases, but similar to the purchase of insured RMBS to the loan bonds that we’ve done in the past, we could certainly acquire insured Puerto Rico securities.

And our next question comes from the line of [Chad Flex] from Deutsche Bank. Your line is open.

May I ask a question on the RMBS re-securitization commentary that you gave us minutes ago? I just wanted to see if you could give us any more narrative around future pipeline there. Is that just kind of a one-off development this last quarter based on what you had in inventory or is that something that we should expect to see more off going forward.

That was certainly based on what we had in inventory. This is actually their second transaction that we’ve done. It’s been a little while since we’ve done one, and so it will depend on sort of thing I commented earlier on what purchases and sales we make within the insured portfolio with regards to RMBS securities, but we are certainly open to doing additional transactions in the future if the economics makes sense for us.

And now I am showing no more questions. I’d like to turn the call back over to Mr. Nader Tavakoli.

This has been an incredibly busy time at Ambac. We continue to focus and take action relating to managing our risks, optimizing our portfolio, improving efficiencies in our operations and affecting a successful rehabilitation in segregated accounts. In short we are working hard to find and create value at Ambac for our shareholders everywhere possible. I want to thank all of our employees for their dedication, hard work and sacrifice through this time. And I want to thank all of our stakeholders for their support and patients as well. Please feel free to call Abbe Goldstein with any further question related to the quarter or any other matter. We look forward to speaking with you in the future. Thank you.

Ladies and gentlemen, this does conclude the program. You may now disconnect.