-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HFekwLUbvhxWXbOm+wCSnP09ytpZ+tLZnLirkd9Bypk0n8aY+W8WEYcSR1fichR3 m0iAvoKzLKrEZv6LfyhO5Q== 0000814585-96-000009.txt : 19960627 0000814585-96-000009.hdr.sgml : 19960627 ACCESSION NUMBER: 0000814585-96-000009 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960626 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBIA INC CENTRAL INDEX KEY: 0000814585 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 061185706 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 96586010 BUSINESS ADDRESS: STREET 1: 113 KING ST CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 9142734545 MAIL ADDRESS: STREET 1: 113 KING ST CITY: ARMONK STATE: NY ZIP: 10504 11-K 1 Y/E 1995 11-K (PROFIT) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 1995 or ( ) TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from __________ to __________ Commission File No. 1-9583 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: MBIA INC. Employees Profit Sharing and 401 (K) Salary Deferral Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: MBIA Inc. 113 King Street Armonk, N. Y. 10504 MBIA INC. EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 MBIA INC. EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN FINANCIAL STATEMENTS INDEX ----- Pages ----- Report of Independent Accountants .................................... 2 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1995 and 1994 ..................... 3 Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 1995 and 1994 .................................... 4 Notes to Financial Statements ................................... 5-10 Signatures .......................................................... 11 1 REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- TO THE PLAN ADMINISTRATOR OF MBIA INC. EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN: We have audited the accompanying statements of net assets available for plan benefits of the MBIA Inc. Employees Profit Sharing and 401(K) Salary Deferral Plan as of December 31, 1995 and 1994 and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the plan administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the MBIA Inc. Employees Profit Sharing and 401(K) Salary Deferral Plan as of December 31, 1995 and 1994, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. /s/ COOPERS & LYBRAND L.L.P. ----------------------------- New York, New York June 10, 1996. 2 MBIA INC. EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31 December 31 1995 1994 ------------ ------------ Assets: Allocated share of Master Trust net assets, at fair value $32,599,172 $22,946,984 Receivables: Employer contributions 107 --- Employee contributions --- 33,679 ----------- ----------- Total assets $32,599,279 $22,980,663 Liabilities: Other liabilities --- 3,936 ----------- ----------- Net assets available for plan benefits $32,599,279 $22,976,727 =========== =========== The accompanying notes are an integral part of the financial statements. 3 MBIA INC. EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Years ended December 31 ---------------------------- 1995 1994 ------------ ------------ Contributions: Employees' salary deferral ................... $ 1,950,823 $ 1,780,414 Employer ..................................... 1,192,514 1,122,997 Income (loss) from investment activities ....... 7,228,916 (412,511) Benefit distributions .......................... (749,701) (575,612) ------------ ------------ Net increase .......................... 9,622,552 1,915,288 Net assets available for plan benefits, beginning of year .................. 22,976,727 21,061,439 ------------ ------------ Net assets available for plan benefits, end of year ............... $ 32,599,279 $ 22,976,727 ============ ============ The accompanying notes are an integral part of the financial statements. 4 MBIA INC. EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN NOTES TO FINANCIAL STATEMENTS 1. PLAN DESCRIPTION - --------------------- The MBIA Inc. Employees Profit Sharing and 401(K) Salary Deferral Plan (the "Plan") is a defined contribution plan for employees of MBIA Inc. and Subsidiaries (the "Company"). Effective April 1, 1987, a 401(K) deferral feature was implemented enabling eligible participants to defer up to 10% of their total eligible compensation. Matching contributions are made by the Company for those participants making salary deferred contributions at the rate of 100% of the participant's contribution and up to a maximum of 5% of the participant's eligible compensation. Participants may request loans from their accounts in accordance with established guidelines. The assets of both the Plan and the MBIA Inc. Employees Pension Plan are managed by Fidelity Management Trust Company ("Fidelity"), the investment advisor, master trustee and custodian. The participants of the Plan have the option to direct the investment of their contribution share into one or more of nine Fidelity funds and the Employer Stock Fund. Vesting in employer contributions begins after three years of service and full vesting is achieved after five years of service. Participants are fully vested in their salary deferred contributions at all times. Upon reaching the normal retirement date, death or becoming disabled, a participant becomes fully vested in the Company's contributions. Nonvested benefits remaining after termination of employment serve to reduce future Company contributions. The benefit to which a participant is entitled is the benefit that can be provided by the contributions and income thereon, including net realized and unrealized investment gains and losses of each participant's account. Upon retirement, death or termination, a participant or beneficiary can elect to receive a lump-sum distribution, installment distributions or purchase a joint and survivor annuity contract or single life annuity contract. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Participants should refer to the Summary Plan Description and Plan Document for specific information regarding Plan provisions. 5 MBIA INC. EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ----------------------------------------------- INVESTMENTS The Plan's assets are invested in the MBIA Inc. Master Trust (the "Trust") with the assets of the MBIA Inc. Employees Pension Plan. The Plan's share of investments and income from investment activities in the Trust is determined based on the Plan's underlying contribution to the investment classification which is, in turn, based on the investment fund elections of the participants. Investments in the Fidelity funds and the Company's common stock are valued at their current fair values based on last reported sales prices on the last business day of the year. Participant loans are stated at cost plus accrued income, which approximates fair value. Gain or loss on sale of investments is based on specifically identified cost. Interest income from investments is recorded as earned on the accrual basis. Dividend income is recorded on the ex-dividend date. The Plan's income from investment activities includes the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. CONTRIBUTIONS Contributions from eligible participants and matching Company contributions are recorded in the month the related payroll deductions are made. PARTICIPANT ACCOUNTS Each participant has an account which is credited with the Company's contribution, employees' contribution and the income (loss) from the investment activities of the participant's account. ADMINISTRATIVE EXPENSES Administrative expenses are paid directly by the Company rather than out of Plan assets. Employee loan fees are paid out of the participants' accounts. 6 MBIA INC. EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 3. PLAN TERMINATION - --------------------- The Company has not expressed any intent to discontinue its contributions or terminate the Plan. However, it reserves the right to temporarily suspend contributions to or amend or terminate the Plan. Upon termination of the Plan, the accounts of all participants shall become fully vested, and the net assets of the Plan shall be distributed among the participants and beneficiaries of the Plan in proportion to their respective account balances. 4. INVESTMENTS - ---------------- As of December 31, 1995 and 1994, the financial position of the Master Trust on a cash basis (excluding the ending accrual for employer contributions) and the Plan's percentage interest in each asset category were as follows:
As of December 31, 1995 As of December 31, 1994 -------------------------------- ------------------------------------ Total Master Trust Total Master Trust ----------------------- Plan's ------------------------ Plan's Cost Fair Value %Interest Cost Fair Value % Interest ----------- ----------- --------- ----------- ----------- ---------- Investments at fair value as determined by quoted market price: Employer Stock Fund $ 9,806,441 $12,768,677 100.00% $ 9,545,532 $ 8,640,565 100.00% Fidelity Puritan Fund 1,419,737 1,583,453 38.85 1,231,509 1,163,026 38.08 Fidelity Magellan Fund 3,220,299 3,822,072 43.73 2,592,316 2,461,358 43.74 Fidelity Growth Company Fund 2,448,628 3,045,981 40.45 1,769,790 1,677,874 38.76 Fidelity Growth and Income Portfolio 18,274,576 22,878,824 43.81 16,757,958 15,978,056 44.06 Fidelity Intermediate Bond Fund 1,211,229 1,273,320 49.87 1,068,373 990,843 48.50 Fidelity Overseas Fund 948,355 998,664 46.78 947,439 928,024 44.26 Fidelity Blue Chip Growth Fund 2,981,030 3,336,181 45.17 1,828,858 1,933,640 44.19 Managed Income Portfolio 6,757,801 6,757,801 41.19 6,050,045 6,050,045 41.89 ----------- ---------- ----------- ---------- 47,068,096 56,464,973 56.15 41,791,820 39,823,431 55.57 Investments at estimated fair value: Participant loans 1,111,334 1,111,334 80.60 1,097,170 1,097,170 74.48 ----------- ----------- ----------- ----------- Total invested assets available for benefits of participating plans $48,179,430 $57,576,307 56.62% $42,888,990 $40,920,601 56.08% =========== =========== =========== ===========
For the years ended December 31, 1995 and 1994, net appreciation (depreciation) in the fair value of investments (determined by quoted market price) of the Master Trust (including investments bought and sold, as well as held during the year) was as follows: Years ended December 31 -------------------------- 1995 1994 ----------- ----------- Fidelity funds .............................. $ 6,869,526 ($1,101,182) Employer Stock Fund ......................... 3,034,019 (928,820) ----------- ----------- $ 9,903,545 ($2,030,002) =========== =========== 7 MBIA INC. EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN NOTES TO FINANCIAL STATEMENTS (Continued) For the years ended December 31, 1995 and 1994, investment income consisting of dividends and interest in the Master Trust were $2,576,601 and $2,102,733, respectively. 5. NET ASSETS AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND - --------------------------------------------------------------------------- As of December 31, 1995 and 1994, the net assets available for Plan benefits of the individual investment funds were as follows: As of December 31 --------------------------------- 1995 1994 --------------- ---------------- Employer Stock Fund $12,768,784 $ 8,670,308 Fidelity Puritan Fund 615,142 442,856 Fidelity Magellan Fund 1,671,441 1,076,482 Fidelity Growth Company Fund 1,231,989 650,287 Fidelity Growth and Income Portfolio 10,023,820 7,039,153 Fidelity Intermediate Bond Fund 635,027 480,600 Fidelity Overseas Fund 467,180 410,752 Fidelity Blue Chip Growth Fund 1,506,884 854,507 Managed Income Portfolio 2,783,298 2,534,659 Participant Loans 895,714 817,123 ------------ ------------ $32,599,279 $22,976,727 ============ ============ For the years ended December 31, 1995 and 1994, the changes in net assets available for Plan benefits of the individual investment funds were as shown on the following page: 8 MBIA INC. EMPLOYEES PROFIT SHARING and 401 (K) SALARY DEFERRAL PLAN NOTES TO FINANCIAL STATEMENTS (Continued)
Year ended December 31, 1995 ------------------------------------------------------------------------------------------------------------------ Growth Inter- Blue Employer Growth and mediate Chip Managed Stock Puritan Magellan Company Income Bond Overseas Growth Income Participant Fund Fund Fund Fund Fund Fund Fund Fund Portfolio Loans Total ---------- -------- -------- -------- ---------- --------- -------- -------- --------- ----------- ---------- Contributions: Employees' salary deferral $ 60,340 $ 82,062 $248,397 $194,652 $ 674,673 $ 79,220 $104,123 $259,493 $247,863 $ --- $1,950,823 Employer 1,264,917 --- --- --- --- --- --- --- (72,403) --- 1,192,514 Income from investment activities 3,238,144 104,128 417,962 294,773 2,539,996 68,714 39,952 283,767 157,760 83,720 7,228,916 Benefit distributions (314,315) (11,502) (85,953) (11,640) (136,507) (28) (6,385) (9,084) (169,844) (4,443) (749,701) Transfers (to)from other funds (150,610) (2,401) 14,553 103,918 (93,495) 6,520 (81,262) 118,201 85,264 (688) --- ---------- -------- -------- -------- ---------- -------- -------- -------- -------- ------- ---------- Net increase (decrease) in net assets available for Plan benefits $4,098,476 $172,287 $594,959 $581,703 $2,984,667 $154,426 $ 56,428 $652,377 $248,640 $78,589 $9,622,552 ========== ======== ======== ======== ========== ======== ======== ======== ======== ======= ==========
Year ended December 31, 1994 ------------------------------------------------------------------------------------------------------------------ Growth Inter- Blue Employer Growth and mediate Chip Managed Stock Puritan Magellan Company Income Bond Overseas Growth Income Participant Fund Fund Fund Fund Fund Fund Fund Fund Portfolio Loans Total ---------- -------- -------- -------- -------- ------- -------- -------- --------- ----------- ---------- Contributions: Employees' salary deferral $ 162,623 $ 68,908 $237,893 $124,361 $652,962 $59,396 $ 99,927 $122,171 $252,173 $ --- $1,780,414 Employer 1,122,997 --- --- --- --- --- --- --- --- --- 1,122,997 Income from investment activities (779,006) 5,047 (22,275) (15,316) 150,790 (8,177) (1,860) 66,299 139,866 52,121 (412,511) Benefit distributions (222,668) (3,331) (28,829) (15,426) (150,353) (2,464) (5,634) (47,717) (65,243) (33,947) (575,612) Transfers (to) from other funds 25,009 63,249 4,353 (46,583) (100,224) (18,225) 101,717 85,999 (333,881) 218,586 --- ------- -------- -------- ------- -------- ------- -------- -------- --------- -------- ----------- Net increase (decrease) in net assets available for Plan benefits $ 308,955 $133,873 $191,142 $ 47,036 $553,175 $30,530 $194,150 $226,752 $ (7,085) $236,760 $1,915,288 ========== ======== ======== ======== ======== ======= ======== ======== ======== ======== ==========
9 MBIA INC. EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 6. Tax Status The Internal Revenue Service has advised that the Plan constitutes a qualified plan under Section 401 (a) of the Internal Revenue Code and is therefore exempt from federal income taxes under provisions of Section 501 (a). 10 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. MBIA Inc. Employees Profit Sharing and 401(K) Salary Deferral Plan Date: June 10, 1996 \s\ KEVIN D. SILVA - -------------------- ----------------------------- Kevin D. Silva Senior Vice President Plan Administrator Date: June 10, 1996 \s\ LOUIS G. LENZI - -------------------- ---------------------------- Louis G. Lenzi General Counsel 11 -----END PRIVACY-ENHANCED MESSAGE-----