EX-99.1 6 dex991.htm MBIA INSURANCE CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS MBIA Insurance Corporation and Subsidiaries Consolidated Financial Statements

Exhibit 99.1

MBIA INSURANCE CORPORATION

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2006 and December 31, 2005

and for the periods ended March 31, 2006 and 2005


MBIA INSURANCE CORPORATION

AND SUBSIDIARIES

INDEX

 

     PAGE

Consolidated Balance Sheets - March 31, 2006 and December 31, 2005

   3

Consolidated Statements of Income - Three months ended March 31, 2006 and 2005

   4

Consolidated Statement of Changes in Shareholder’s Equity - Three months ended March 31, 2006

   5

Consolidated Statements of Cash Flows - Three months ended March 31, 2006 and 2005

   6

Notes to Consolidated Financial Statements

   7-9

 

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MBIA INSURANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands except per share amounts)

 

     

March 31,

2006

  

December 31,

2005

Assets

     

Investments:

     

Fixed-maturity securities held as available-for-sale, at fair value (amortized cost $8,407,168 and $8,499,138)

   $ 8,564,990    $ 8,791,123

Fixed-maturity securities pledged as collateral, at fair value (amortized cost $371,078 and $433,944)

     382,393      430,700

Investments held-to-maturity, at amortized cost

     1,201,399      1,278,611

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

     1,336,383      861,220

Other investments

     157,873      156,571
             

Total investments

     11,643,038      11,518,225

Cash and cash equivalents

     119,790      116,339

Securities purchased under agreements to resell

     345,377      380,306

Accrued investment income

     122,104      128,865

Deferred acquisition costs

     429,842      427,111

Prepaid reinsurance premiums

     394,608      407,614

Reinsurance recoverable on unpaid losses

     59,324      58,965

Goodwill

     76,938      76,938

Property and equipment, at cost (less accumulated depreciation of $95,939 and $93,543)

     97,173      98,626

Receivable for investments sold

     6,314      3,550

Derivative assets

     40,329      40,341

Other assets

     179,551      249,397
             

Total assets

   $ 13,514,388    $ 13,506,277
             

Liabilities and Shareholder’s Equity

     

Liabilities:

     

Deferred premium revenue

   $ 3,116,502    $ 3,185,200

Loss and loss adjustment expense reserves

     730,352      721,502

Securities sold under agreements to repurchase

     345,377      380,306

Variable interest entity floating rate notes

     1,248,194      1,280,160

Short-term debt

     58,745      58,745

Current income taxes

     2,981      —  

Deferred income taxes, net

     419,825      465,407

Deferred fee revenue

     14,281      15,954

Payable for investments purchased

     453,496      62,325

Derivative liabilities

     27,971      32,052

Other liabilities

     164,163      224,726
             

Total liabilities

     6,581,887      6,426,377

Commitments and contingencies (See Note 6)

     

Shareholder’s Equity:

     

Preferred stock, par value $1,000 per share; authorized shares - 4,000.08, 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

     1,675,952      1,672,310

Retained earnings

     5,117,296      5,202,304

Accumulated other comprehensive income, net of deferred income tax of $76,842 and $126,539)

     124,253      190,286
             

Total shareholder’s equity

     6,932,501      7,079,900

Total liabilities and shareholder’s equity

   $ 13,514,388    $ 13,506,277
             

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 (Unaudited)

(In thousands)

 

    

Three months ended

March 31

 
     2006     2005  

Revenues:

    

Gross premiums written

   $ 180,888     $ 291,114  

Ceded premiums

     (26,632 )     (35,195 )
                

Net premiums written

     154,256       255,919  

Decrease (increase) in deferred premium revenue

     56,932       (39,647 )
                

Premiums earned (net of ceded premiums of $39,705 and $43,878)

     211,188       216,272  

Net investment income

     132,477       116,520  

Net realized gains (losses)

     (7,463 )     70  

Net gains (losses) on derivative instruments

     4,040       1,525  

Fees and reimbursements

     8,084       6,854  

Other

     152       1,013  
                

Total revenues

     348,478       342,254  
                

Expenses:

    

Losses and loss adjustment

     20,126       20,851  

Amortization of deferred acquisition costs

     16,266       16,657  

Operating

     36,002       38,332  

Interest expense

     12,918       4,304  
                

Total expenses

     85,312       80,144  
                

Income before income taxes

     263,166       262,110  

Provision for income taxes

     68,174       69,290  
                

Net income

   $ 194,992     $ 192,820  
                

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

 

4


MBIA INSURANCE CORPORATION AND SUBSIDIARIES

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

For the three months ended March 31, 2006

(In thousands except per share amounts)

 

     Common Stock    Additional
Paid-in
Capital
  

Retained

Earnings

    Accumulated
Other
Comprehensive
Income (Loss)
    Total
Shareholder’s
Equity
 
     Shares    Amount          

Balance, January 1, 2006

   100,000    $ 15,000    $ 1,672,310    $ 5,202,304     $ 190,286     $ 7,079,900  

Comprehensive income:

               

Net income

   —        —        —        194,992       —         194,992  

Other comprehensive income (loss):

               

Change in unrealized appreciation of investments net of change in deferred income taxes of $(49,647)

   —        —        —        —         (69,107 )     (69,107 )

Change in foreign currency translation net of change in deferred income taxes of $(50)

   —        —        —        —         3,074       3,074  
                     

Other comprehensive loss

                  (66,033 )
                     

Comprehensive income

                  128,959  
                     

Dividends declared (per common share of $2,800.00)

   —        —        —        (280,000 )     —         (280,000 )

Variable interest entity equity

   —        —        52      —         —         52  

Stock-based compensation

   —        —        3,590      —         —         3,590  
                                           

Balance, March 31, 2006

   100,000    $ 15,000    $ 1,675,952    $ 5,117,296     $ 124,253     $ 6,932,501  
                                           

 

Disclosure of reclassification amount:

  

Change in unrealized appreciation of investments arising during the period, net of taxes

   $ (63,735 )

Reclassification adjustment, net of taxes

     (5,372 )
        

Change in net unrealized appreciation, net of taxes

   $ (69,107 )
        

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)

(In thousands)

 

     Three months ended
March 31
 
     2006     2005  

Cash flows from operating activities:

    

Net income

   $ 194,992     $ 192,820  

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

    

Decrease in accrued investment income

     6,761       9,486  

Increase in deferred acquisition costs

     (2,731 )     (11,419 )

Decrease in prepaid reinsurance premiums

     13,006       7,940  

(Decrease) increase in deferred premium revenue

     (68,698 )     27,670  

Increase in loss and loss adjustment expense reserves

     8,850       29,195  

(Increase) decrease in reinsurance recoverable on unpaid losses

     (359 )     519  

Depreciation

     2,396       2,784  

Amortization of bond discount, net

     6,186       7,335  

Net realized losses (gains) on sale of investments

     7,463       (70 )

Current income tax provision

     2,981       8,088  

Deferred income tax provision

     3,411       15,091  

Net gains on derivative instruments

     (4,040 )     (1,525 )

Stock option compensation

     3,590       4,336  

Other, net

     (571 )     (191,935 )
                

Total adjustments to net income

     (21,755 )     (92,505 )
                

Net cash provided by operating activities

     173,237       100,315  
                

Cash flows from investing activities:

    

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

     (887,275 )     (583,640 )

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

     867,609       288,895  

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

     89,145       83,860  

Sale of short-term investments, net

     91       75,375  

Sale of other investments, net

     1,534       10,245  

Redemption of held-to-maturity investments

     77,212       —    

Capital expenditures

     (1,120 )     (1,752 )

Disposals of capital assets

     5       —    
                

Net cash provided (used) by investing activities

     147,201       (127,017 )
                

Cash flows from financing activities:

    

Principal paydown of variable interest entity floating rates

     (34,810 )     —    

Other borrowings and deposits

     (1,478 )     (2,466 )

Capital issuance costs

     (699 )     (793 )

Dividends paid

     (280,000 )     —    
                

Net cash used by financing activities

     (316,987 )     (3,259 )
                

Net increase (decrease) in cash and cash equivalents

     3,451       (29,961 )

Cash and cash equivalents - beginning of period

     116,339       182,347  
                

Cash and cash equivalents - end of period

   $ 119,790     $ 152,386  
                

Supplemental cash flow disclosures:

    

Income taxes paid

   $ 4,019     $ 3,789  

Interest paid:

    

Other borrowings and deposits

   $ 842     $ 1,096  

Variable interest entity floating rate notes

   $ 12,055     $ 4,304  

Non cash items:

    

Stock compensation

   $ 3,590     $ 4,336  

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

 

6


MBIA INSURANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: Basis of Presentation

The accompanying consolidated financial statements are unaudited and include the accounts of MBIA Insurance Corporation and Subsidiaries (MBIA Corp.) and other entities required by accounting principles generally accepted in the United States of America (GAAP). These statements do not include all of the information and disclosures required by GAAP. These statements should be read in conjunction with MBIA Corp.’s consolidated financial statements and notes thereto for the year ended December 31, 2005. The accompanying consolidated financial statements have not been audited by an independent registered public accounting firm in accordance with the standards of the Public Company Accounting Oversight Board (United States), but in the opinion of management such financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of MBIA Corp.’s financial position and results of operations.

The results of operations for the three months ended March 31, 2006 may not be indicative of the results that may be expected for the year ending December 31, 2006. The December 31, 2005 balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. Certain amounts have been reclassified in prior years’ financial statements to conform to the current presentation. This includes the reclassification of variable interest entity (VIE) interest expense from “Net investment income” to “Interest expense,” which had no effect on net income, total assets, total liabilities or shareholder’s equity as previously reported.

NOTE 2: Dividends Declared

Dividends declared by MBIA Corp. during the three months ended March 31, 2006 were $280.0 million.

NOTE 3: Variable Interest Entities

MBIA Corp. provides structured funding and credit enhancement services to global finance clients through the use of certain MBIA-administered, bankruptcy-remote special purpose vehicles (SPVs) and through third-party SPVs. Third-party SPVs are used in a variety of structures guaranteed or managed by MBIA Corp., whereby MBIA Corp. has risks analogous to those of MBIA-administered SPVs. MBIA Corp. has determined that such SPVs fall within the definition of a VIE under FASB Interpretation No. (FIN) 46(R), “Consolidation of Variable Interest Entities (Revised).” Under the provisions of FIN 46(R), MBIA Corp. must determine whether it has a variable interest in a VIE and if so, whether that variable interest would cause MBIA Corp. to be the primary beneficiary. The primary beneficiary is the entity that will absorb the majority of the expected losses, receive the majority of the expected residual returns, or both, of the VIE and is required to consolidate the VIE.

In the third quarter of 2004, MBIA Corp. began consolidating two VIEs established in connection with the Capital Asset Research Funding Series 1997A and Series 1998A tax lien securitizations to which MBIA Corp. provided financial guarantees. The assets of these entities, which are principally reported within “Other assets” on MBIA Corp.’s consolidated balance sheet, totaled $1.4 million at March 31, 2006 and $2.5 million at December 31, 2005. Liabilities of the securitizations substantially represented amounts due to MBIA Corp., which were eliminated in consolidation. Additionally, MBIA Corp. consolidates certain third-party VIEs as a result of financial guarantees provided by the insurance operations. Third-party VIE assets and liabilities are primarily reported in “Investments held-to-maturity” and “Variable interest entity floating rate notes,” respectively, on MBIA Corp.’s balance sheet. The assets and liabilities of these VIEs each totaled $1.2 billion at March 31, 2006 and $1.3 billion at December 31, 2005. Consolidation of such VIEs does not increase MBIA Corp.’s exposure above that already committed to in its insurance policies.

 

7


MBIA INSURANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4: Losses and Loss Adjustment Expense Reserves (LAE)

Losses and LAE reserves are established in an amount equal to MBIA Corp.’s estimate of unallocated losses, identified or case basis reserves and costs of settlement and other loss mitigation expenses on obligations it has insured. A summary of the unallocated and case basis activity and the components of the liability for losses and LAE reserves for the first quarter of 2006 are shown in the following table:

 

In thousands

   1Q 2006  

Case basis loss and LAE reserves:

  

Balance at January 1

   $ 512,888  

Less: reinsurance recoverable

     58,965  
        

Net balance at January 1

     453,923  
        

Case basis transfers from unallocated loss reserve related to:

  

Current year

     —    

Prior years

     10,650  
        

Total

     10,650  
        

Paid related to:

  

Current year

     —    

Prior years

     11,430  
        

Total paid

     11,430  
        

Net balance at March 31

     453,143  

Plus: reinsurance recoverable

     59,324  
        

Case basis reserve balance at March 31

     512,467  
        

Unallocated loss reserve:

  

Balance at January 1

     208,614  

Losses and LAE incurred(1)

     20,126  

Channel Re elimination(2)

     (205 )

Transfers to case basis and LAE reserves

     (10,650 )
        

Unallocated loss reserve balance at March 31

     217,885  
        

Total

   $ 730,352  
        

(1) Represents MBIA Corp.’s provision for losses calculated as 12% of scheduled net earned premium.
(2) Represents the amount of losses and LAE incurred that have been eliminated in proportion to MBIA Corp.’s ownership interest in Channel Reinsurance Ltd. (Channel Re), which is carried on an equity method accounting basis.

Case basis activity transferred from MBIA Corp.’s unallocated loss reserve was approximately $11 million in the first quarter of 2006 and primarily consisted of additional loss reserves for MBIA’s guaranteed tax lien portfolio and Allegheny Health, Education and Research Foundation (AHERF). Unallocated loss reserves approximated $218 million at March 31, 2006, which represent MBIA Corp.’s estimate of losses associated with credit deterioration that has occurred in MBIA Corp.’s insured portfolio and are available for future case-specific activity. MBIA Corp. recorded $20 million in losses and LAE in the first quarter of 2006 based on 12% of scheduled net earned premium.

NOTE 5: Transfers and Servicing of Financial Assets and Extinguishments of Liabilities

In the first quarter of 2006 and in connection with its remediation efforts, MBIA Corp. exercised a call right with respect to $411 million of MBIA Corp.-insured Northwest Airlines’ enhanced equipment trust certificates issued by Northwest Airlines Pass Through Trust 2000-1G (the Certificates). Under the terms of the trust

 

8


MBIA INSURANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

agreement relating to the Certificates, MBIA Corp. had the right to call the Certificates at par as a result of the bankruptcy filing by Northwest Airlines. MBIA Corp. entered into an agreement with a third party under which the third party financed the call of the Certificates and purchased the Certificates from MBIA Corp. as part of a planned future securitization of the Certificates. MBIA Corp.’s policy guaranteeing payment of the Certificates remains in effect.

Due to certain continuing rights MBIA Corp. possesses with respect to the Certificates, MBIA Corp. recorded the Certificates and the related financing on its balance sheet under the requirements of Statement of Financial Accounting Standards (SFAS) 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” The Certificates are included within “Short-term investments” and the related financing is included within “Payable for investments purchased” on MBIA Corp.’s consolidated balance sheet. Upon completion of a securitization of the Certificates, which is expected to occur in the second quarter of 2006, the Certificates and the related financing are expected to no longer be recorded on MBIA Corp.’s consolidated balance sheet.

NOTE 6: Commitments and Contingencies

In July 2002, MBIA Corp. filed suit against Royal Indemnity Company (Royal) in the United States District Court for the District of Delaware, to enforce insurance policies that Royal issued on certain vocational student loan transactions that MBIA Corp. insured. To date, claims in the amount of approximately $353 million have been made under the Royal policies with respect to loans that have defaulted. MBIA Corp. expects that there will be additional claims made under the policies with respect to student loans that may default in the future. Royal had filed an action seeking a declaration that it is not obligated to pay on its policies. In October 2003, the court granted MBIA Corp.’s motion for summary judgment and ordered Royal to pay all claims under its policies. Royal appealed the order, and, in connection with the appeal, pledged $390 million of investment grade collateral to MBIA Corp. to secure the entire amount of the judgment, with interest, and has agreed to post additional security for future claims and interest.

On October 3, 2005, the Court of Appeals for the Third Circuit upheld the decision of the United States District Court for the District of Delaware insofar as it enforced the Royal insurance policies, but remanded the case to the District Court for a determination of whether the Royal policies cover all losses claimed under the policies. In particular, the Court of Appeals directed the District Court to consider whether the Royal policies would cover losses resulting from the misappropriation of student payments rather than from defaults by students. MBIA Corp. believes that the Royal policies would cover losses even if they result from misappropriation of student payments, but in any event it appears that all or substantially all of the claims made under the Royal policies relate to defaults by students rather than misappropriation of funds. Therefore, MBIA Corp. expects Royal to be required to pay all or substantially all of the claims made under its policies and to be reimbursed for any payments MBIA Corp. made under its policies.

Royal filed a petition with the Third Circuit requesting that the case be reheard, which was denied in April 2006. In April 2006, Royal filed a motion with the District Court seeking a release of the collateral it pledged after entry by the District Court of the judgment against it in 2003. MBIA intends to oppose Royal’s motion to release the collateral and believes that, in light of the Third Circuit affirmance of the parts of the District Court judgment enforcing the Royal policies, and the language in the pledge agreement, the collateral should remain subject to the pledge, although there is no assurance that the collateral will not be released.

If the collateral is released and Royal is unable to make payments on the Royal policies, MBIA Corp. would incur substantial losses under its policies. MBIA Corp. does not believe, however, that any such losses will have a material adverse effect on its financial strength.

 

9