EX-99.1 7 dex991.htm ADDITIONAL EXHIBITS - MBIA INSURANCE CORPORATION AND SUBSIDIARIES Additional Exhibits - MBIA Insurance Corporation and Subsidiaries

Exhibit 99.1

 

MBIA INSURANCE CORPORATION

AND SUBSIDIARIES

 

CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF SEPTEMBER 30, 2003 AND DECEMBER 31, 2002

 

AND FOR THE PERIODS ENDED SEPTEMBER 30, 2003 AND 2002


MBIA INSURANCE CORPORATION

AND SUBSIDIARIES

 

I N D E X

 

     PAGE

Consolidated Balance Sheets -
September 30, 2003 and December 31, 2002 (Unaudited)

   3

Consolidated Statements of Income -
Three and nine months ended September 30, 2003 and 2002 (Unaudited)

   4

Consolidated Statement of Changes in Shareholder’s Equity -
Nine months ended September 30, 2003 (Unaudited)

   5

Consolidated Statements of Cash Flows -
Nine months ended September 30, 2003 and 2002 (Unaudited)

   6

Notes to Consolidated Financial Statements (Unaudited)

   7-10

 

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MBIA INSURANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands except per share amounts)

 

     September 30,
2003


   December 31,
2002


Assets

             

Investments:

             

Fixed-maturity securities held as available-for-sale at fair value (amortized cost $7,363,328 and $6,945,059)

   $ 7,825,398    $ 7,446,035

Fixed-maturity securities pledged as collateral at fair value (amortized cost $345,158 and $485,124)

     358,635      512,961

Short-term investments, at amortized cost (which approximates fair value)

     1,070,267      628,033

Conduit investments held-to-maturity

     1,435,220      —  

Other investments

     178,498      151,967
    

  

Total investments

     10,868,018      8,738,996

Cash and cash equivalents

     49,285      17,538

Securities purchased under agreements to resell

     442,224      492,280

Accrued investment income

     115,131      116,354

Deferred acquisition costs

     309,483      302,222

Prepaid reinsurance premiums

     538,707      521,641

Reinsurance recoverable on unpaid losses

     63,495      43,828

Goodwill

     76,938      76,938

Property and equipment, at cost (less accumulated depreciation of $71,999 and $63,926)

     106,592      109,817

Receivable for investments sold

     107,270      39,464

Derivative assets

     70,536      96,733

Other assets

     42,406      32,185
    

  

Total assets

   $ 12,790,085    $ 10,587,996
    

  

Liabilities and Shareholder’s Equity

             

Liabilities:

             

Deferred premium revenue

   $ 3,014,781    $ 2,755,046

Loss and loss adjustment expense reserves

     561,072      573,275

Securities sold under agreements to repurchase

     442,224      492,280

Conduit debt obligations

     1,434,737      —  

Short term debt

     39,823      —  

Current income taxes

     10,581      —  

Deferred income taxes

     422,341      384,132

Deferred fee revenue

     17,455      19,739

Payable for investments purchased

     156,619      56,971

Derivative liabilities

     63,065      190,881

Other liabilities

     213,631      207,047
    

  

Total liabilities

     6,376,329      4,679,371

Shareholder’s Equity:

             

Preferred stock, par value $1,000 per share; authorized shares - 4,000.08 and none, issued and outstanding - none

     —        —  

Common stock, par value $150 per share; authorized, issued and outstanding - 100,000 shares

     15,000      15,000

Additional paid-in capital

     1,628,384      1,610,574

Capital contribution

     46      —  

Retained earnings

     4,390,069      3,943,341

Accumulated other comprehensive income, net of deferred income tax provision of $192,402 and $185,706

     380,257      339,710
    

  

Total shareholder’s equity

     6,413,756      5,908,625

Total liabilities and shareholder’s equity

   $ 12,790,085    $ 10,587,996
    

  

 

The accompanying notes are an integral part of the consolidated financial statements.

 

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MBIA INSURANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(dollars in thousands)

 

    

Three months ended

September 30


   

Nine months ended

September 30


 
     2003

    2002

    2003

    2002

 

Revenues:

                                

Gross premiums written

   $ 346,766     $ 237,753     $ 962,211     $ 630,337  

Ceded premiums

     (70,095 )     (57,660 )     (189,785 )     (146,131 )
    


 


 


 


Net premiums written

     276,671       180,093       772,426       484,206  

Increase in deferred premium revenue

     (81,599 )     (25,492 )     (230,299 )     (52,799 )
    


 


 


 


Premiums earned (net of ceded premiums of $59,953, $49,117, $178,273 and $137,819)

     195,072       154,601       542,127       431,407  

Net investment income

     104,238       108,726       315,835       322,347  

Net realized gains

     13,285       6,156       47,145       7,540  

Change in fair value of derivative instruments

     4,324       (3,825 )     101,618       811  

Advisory fees

     13,100       18,273       48,241       36,085  

Other

     87       50       247       384  
    


 


 


 


Total revenues

     330,106       283,981       1,055,213       798,574  
    


 


 


 


Expenses:

                                

Losses and loss adjustment

     19,052       15,528       54,122       45,416  

Amortization of deferred acquisition costs

     15,354       12,799       42,755       34,944  

Operating

     27,447       21,626       85,630       63,090  
    


 


 


 


Total expenses

     61,853       49,953       182,507       143,450  
    


 


 


 


Income before income taxes

     268,253       234,028       872,706       655,124  

Provision for income taxes

     78,218       59,559       245,978       168,069  
    


 


 


 


Net income

   $ 190,035     $ 174,469     $ 626,728     $ 487,055  
    


 


 


 


 

The accompanying notes are an integral part of the consolidated financial statements.

 

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MBIA INSURANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY (Unaudited)

For the nine months ended September 30, 2003

 

(Dollars in thousands except per share amounts)

 

     Common Stock

  

Additional
Paid-in

Capital


   

Retained

Earnings


   

Accumulated
Other
Comprehensive

Income


  

Total
Shareholder’s

Equity


 
   Shares

    Amount

         

Balance, January 1, 2003

     100,000     $ 15,000    $ 1,610,574     $ 3,943,341     $ 339,710    $ 5,908,625  

Comprehensive income:

                                              

Net income

     —         —        —         626,728       —        626,728  

Other comprehensive income:

                                              

Change in unrealized appreciation of investments net of change in deferred income taxes of $6,696

     —         —        —         —         13,446      13,446  

Change in foreign currency translation

     —         —        —         —         27,101      27,101  
                                          


Other comprehensive income

                                           40,547  
                                          


Comprehensive income

                                           667,275  
                                          


Dividends declared (per common share $1,800.00)

     —         —        —         (180,000 )     —        (180,000 )

Stock-based compensation

     —         —        21,312       —         —        21,312  

Capital contribution

                    46                      46  

Capital issuance costs

     —         —        (3,502 )     —         —        (3,502 )
    


 

  


 


 

  


Balance, September 30, 2003

     100,000     $ 15,000    $ 1,628,430     $ 4,390,069     $ 380,257    $ 6,413,756  
    


 

  


 


 

  


Disclosure of reclassification amount:

                                              

Unrealized appreciation of investments arising during the period, net of taxes

   $ (20,631 )                                      

Reclassification adjustment, net of taxes

     34,077                                        
    


                                     

Net unrealized appreciation, net of taxes

   $ 13,446                                        
    


                                     

 

The accompanying notes are an integral part of the consolidated financial statements.

 

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MBIA INSURANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

(Dollars in thousands)

 

    

Nine months ended

September 30


 
     2003

    2002

 

Cash flows from operating activities:

                

Net income

   $ 626,728     $ 487,055  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Increase (decrease) in accrued investment income

     1,223       (6,699 )

Increase in deferred acquisition costs

     (7,261 )     (9,708 )

Increase in prepaid reinsurance premiums

     (17,066 )     (11,734 )

Increase in deferred premium revenue

     247,365       64,533  

(Decrease) increase in loss and loss adjustment expense reserves, net

     (31,870 )     40,540  

Depreciation

     8,073       8,069  

Amortization of bond discount, net

     (4,252 )     (1,760 )

Net realized gains on sale of investments

     (47,145 )     (7,540 )

Current income tax provision

     10,581       —    

Deferred income tax provision

     30,664       21,466  

Fair value of derivative instruments

     (101,618 )     (811 )

Stock option compensation

     16,848       15,072  

Other, net

     29,787       (32,125 )
    


 


Total adjustments to net income

     135,329       79,303  
    


 


Net cash provided by operating activities

     762,057       566,358  
    


 


Cash flows from investing activities:

                

Purchase of fixed-maturity securities, net of payable for investments purchased

     (4,219,100 )     (2,206,012 )

Sale of fixed-maturity securities, net of receivable for investments sold

     2,380,205       1,665,537  

Redemption of fixed-maturity securities, net of receivable for investments redeemed

     1,387,689       384,935  

Purchase of short-term investments, net

     (117,312 )     (230,261 )

Purchase of other investments, net

     (15,841 )     (14,686 )

Purchase of investments in conduits

     (1,435,220 )     —    

Capital expenditures

     (5,294 )     (5,871 )

Disposals of capital assets

     3       190  
    


 


Net cash used by investing activities

     (2,024,870 )     (406,168 )
    


 


Cash flows from financing activities:

                

Net proceeds from issuance of short-term debt

     39,823       —    

Net proceeds from issuance of conduit debt obligations

     1,434,737       —    

Dividends paid

     (180,000 )     (172,600 )
    


 


Net cash provided (used) by financing activities

     1,294,560       (172,600 )
    


 


Net increase (decrease) in cash and cash equivalents

     31,747       (12,410 )

Cash and cash equivalents - beginning of period

     17,538       24,404  
    


 


Cash and cash equivalents - end of period

   $ 49,285     $ 11,994  
    


 


Supplemental cash flow disclosures:

                

Income taxes paid

   $ 193,219     $ 166,291  

 

The accompanying notes are an integral part of the consolidated financial statements.

 

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MBIA INSURANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1. Basis of Presentation

 

The accompanying consolidated financial statements are unaudited and include the accounts of MBIA Insurance Corporation and its Subsidiaries (the Company or MBIA Corp.). The statements do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America (GAAP). These statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2002. The accompanying consolidated financial statements have not been audited by independent accountants in accordance with auditing standards generally accepted in the United States of America, but in the opinion of management such financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Company’s financial position and results of operations. The results of operations for the nine months ended September 30, 2003 may not be indicative of the results that may be expected for the year ending December 31, 2003. The December 31, 2002 balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP.

 

2. Dividends Declared

 

Dividends declared and paid by the Company during the nine months ended September 30, 2003 were $180.0 million.

 

3. Employee Stock Option Plans

 

MBIA Corp. participates in MBIA Inc.’s Stock Option Plan. Prior to 2002, MBIA Inc. elected to follow Accounting Principles Board Opinion No. (APB) 25, “Accounting for Stock Issued to Employees” and related interpretations in accounting for its employee stock options. No stock-based employee compensation cost for stock options was reflected in net income prior to 2002 as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. Effective January, 1, 2002 MBIA Inc. adopted the fair value recognition provisions of Statement of Financial Standards No. (SFAS) 123, “Accounting for Stock-Based Compensation.” Under the Modified Prospective Method of adoption selected by the Company under the provisions of SFAS 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” compensation cost recognized in 2002 is the same as that which would have been recognized had the recognition provisions of SFAS 123 been applied from its original effective date.

 

Employee stock compensation for the nine months ended September 30, 2003 and September 30, 2002 totaled $17 million and $15 million, respectively.

 

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MBIA INSURANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

In accordance with SFAS 123 all stock options granted are valued using an option-pricing model. The value is recognized as an expense over the period in which the options vest. The Company believes that recognizing the expense associated with stock option grants is preferable to the prior method of accounting for stock options under APB 25 because it produces a complete picture of compensation expenses within the Company’s statement of income.

 

4. Recent Litigation

 

On July 15, 2002 MBIA Corp. and Wells Fargo Bank Minnesota, N.A. (Wells Fargo), in its capacity as trustee, jointly filed suit in Delaware federal district court against Royal Indemnity Company (Royal) to enforce insurance policies that Royal issued (the Royal Policies) to guarantee vocational loans originated by Student Finance Corporation (SFC). MBIA Corp. insured eight securitizations, which had a total gross par outstanding of approximately $363 million as of September 30, 2003, that were collateralized by the vocational student loans originated by SFC and guaranteed by Royal. The Royal Policies guarantee the payment of all the principal plus 90 days interest on all of the vocational loans in the securitizations insured by MBIA Corp. and state that “notwithstanding any other provision of (the) policy to the contrary, the right of the beneficiary to receive payment for loss under (the) policy after payment of the initial premium by the insured shall be absolute, irrevocable and unconditional.”

 

In their complaints, MBIA Corp. and Wells Fargo allege that Royal has committed anticipatory breaches of the Royal Policies. Previously, in June 2002, Royal brought suit against Well Fargo and other parties, not including MBIA Corp., seeking a declaration that it is not obligated to pay on the Royal Policies, and seeking rescission of the Royal Policies, on the grounds that SFC, its subsidiaries, and other related parties engaged in fraudulent behavior and/or made negligent misrepresentations regarding the collateralized loans.

 

To date, claims in the amount of approximately $337 million have been made under the Royal Policies with respect to student loans that have defaulted. MBIA Corp. expects that there will be additional claims made under the Royal Policies with respect to student loans that may default in the future. In the event that Royal does not honor claims under the Royal Policies during the litigation process, MBIA Corp. will be required to make payments under its policies in respect of scheduled interest and principal on the notes insured under the MBIA Corp. policies. MBIA Corp. expects ultimately to recover from Royal any payments it makes under its policies. MBIA Corp. believes that it will prevail in the litigation and will have no ultimate loss on these policies, although there can

 

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MBIA INSURANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

be no assurance that MBIA Corp. will prevail in the litigation. If MBIA Corp. does not prevail in the litigation and Royal does not make payments under the Royal Policies, MBIA Corp. expects to incur losses under its policies. MBIA Corp. does not believe, however, that any such losses will have a material adverse effect on its financial condition.

 

In October 2003, the Delaware District Court granted MBIA’s motion for summary judgment and ordered Royal Indemnity Company to pay all claims under its policies. MBIA filed a lawsuit in July 2002 to seek enforcement of eight insurance policies issued by Royal that guaranteed vocational loans originated by Student Finance Corporation. While Royal has indicated that they will appeal the order, MBIA expects that the order will be upheld on appeal. As part of the appeals process, which the Company expects to be initiated quickly, Royal is expected to post security to secure the judgment. A copy of the District Court’s order and its opinion in support of the order are available at MBIA’s website, along with all other key documents related to the litigation.

 

5. Goodwill

 

Goodwill represents the excess of the cost of acquisitions over the fair value of the net assets acquired. Prior to 2002, goodwill attributed to the acquisition of MBIA Corp. was amortized using the straight-line method over 25 years. Goodwill attributed to the acquisition of MBIA Illinois was amortized according to the recognition of future profits from its deferred premium revenue and installment premiums, except for a minor portion attributed to state licenses, which was amortized using the straight-line method over 25 years.

 

Effective January 1, 2002 the Company adopted SFAS 141, “Business Combinations” and SFAS 142, “Goodwill and Other Intangible Assets.” SFAS 141, which supercedes APB 16, “Business Combinations,” requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting and provides specific criteria for initial recognition of intangible assets apart from goodwill. SFAS 142, which supercedes APB 17, “Intangible Assets,” requires that goodwill and intangible assets with indefinite lives are no longer amortized but instead tested for impairment at least annually. The impairment testing is aimed at determining the amount, if any, by which the carry value of a reporting unit exceeds its fair value. Other intangible assets are amortized over their useful lives.

 

MBIA Corp. completed its transitional impairment testing on its existing goodwill as of January 1, 2002 in accordance with SFAS 142.

 

As of January 1, 2002, MBIA Corp. goodwill totaled $76.9 million. SFAS 142 requires a two-step approach in determining any impairment in goodwill. Step one entails evaluating whether the fair value of a reporting segment

 

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MBIA INSURANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

exceeds its carrying value. In performing this evaluation it was determined that the best measure of the fair value of MBIA Corp. was its book value adjusted for the after-tax effects of deferred premium revenue, prepaid reinsurance premiums, deferred acquisition costs and the present value of installment premiums to arrive at adjusted book value. As of January 1, 2002, MBIA Corp.’s adjusted book value significantly exceeded its carry value, and thus there was no impairment of its existing goodwill.

 

MBIA Corp. performed its annual impairment testing of goodwill as of January 1, 2003. MBIA Corp.’s fair value was determined using the same valuation method applied during the transition testing. Its fair value significantly exceeded its carrying value indicating that goodwill was not impaired.

 

6. Recent Accounting Pronouncements

 

In May 2003, the Company sponsored the formation of Toll Road Funding, Plc. (TRF), a public company limited by shares and incorporated in Ireland under the Irish Companies Act. TRF was established to acquire a loan participation related to the financing of an Italian toll road and, at September 30, 2003, had $1.4 billion of debt outstanding. Assets supporting the repayment of the debt were comprised of the loan participation and high-quality, liquid investments. TRF is a variable interest entity, of which the Company is the primary beneficiary. Therefore, while the Company does not have a direct ownership interest in TRF, it is consolidated in the financial statements of the Company in accordance with FIN 46, “Consolidation of Variable Interest Entities.”

 

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