MBIA Inc. Annual Report 2018

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FY2018 Annual Report · MBIA Inc.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018

or
‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934
For the transition period from

Commission File Number 1-9583

MBIA INC.

(Exact name of registrant as specified in its charter)

Connecticut
(State of incorporation)

1 Manhattanville Road, Suite 301,
Purchase, New York
(Address of principal executive offices)

06-1185706
(I.R.S. Employer
Identification No.)

10577
(Zip Code)

Registrant’s telephone number, including area code: (914) 273-4545
Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange
on which registered

Common Stock, par value $1 per share

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes È No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ‘ No È
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). Yes È No ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is
not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. È
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer È
Non-accelerated filer ‘

‘
Accelerated filer
Smaller reporting company ‘
Emerging growth company ‘

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ‘
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘ No È
The aggregate market value of the voting stock held by non-affiliates of the Registrant as of June 30, 2018 was $794,245,161.
As of February 21, 2019, 89,622,622 shares of Common Stock, par value $1 per share, were outstanding.

Portions of the Definitive Proxy Statement of the Registrant for its 2018 Annual Meeting, which will be filed on or before
March 31, 2019, are incorporated by reference into Part III of this Form 10-K.

Documents incorporated by reference:

TABLE OF CONTENTS

PART I

Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 6
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial

1
13
23
23
23
23

24
26

28
62
64

Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145

PART III

Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . 146
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . 147
Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147

Item 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152
Schedule I
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153
Schedule II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154
Schedule IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159

PART IV

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

This annual report of MBIA Inc., together with its consolidated subsidiaries, (collectively, “MBIA”, the
“Company”, “we”, “us” or “our”) includes statements that are not historical or current facts and are
“forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The words “believe”, “anticipate”, “project”, “plan”, “expect”, “estimate”,
“intend”, “will likely result”, “looking forward”, or “will continue” and similar expressions identify forward-
looking statements. These statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently anticipated or projected.
MBIA cautions readers not to place undue reliance on any such forward-looking statements, which
speak only to their respective dates. We undertake no obligation to publicly correct or update any
forward-looking statement if the Company later becomes aware that such result is not likely to be
achieved.

The following are some of the general factors that could affect financial performance or could cause
actual results to differ materially from estimates contained in or underlying the Company’s forward-
looking statements:

(cid:129)

increased credit losses or impairments on public finance obligations that National Public
Finance Guarantee Corporation (“National”) insures issued by state, local and territorial
governments and finance authorities and other providers of public services, located in the
U.S. or abroad, that are experiencing fiscal stress;

the possibility that loss reserve estimates are not adequate to cover potential claims;

a disruption in the cash flow from National or an inability to access the capital markets and our
exposure to significant fluctuations in liquidity and asset values in the global credit markets as
a result of collateral posting requirements;

our ability to fully implement our strategic plan;

the possibility that MBIA Insurance Corporation will have inadequate liquidity or resources to
timely pay claims as a result of higher than expected losses on certain insured transactions or
as a result of a delay or failure in collecting expected recoveries, which could lead the New
York State Department of Financial Services (“NYSDFS”) to put MBIA Insurance Corporation
into a rehabilitation or liquidation proceeding under Article 74 of the New York Insurance Law
and/or take such other actions as the NYSDFS may deem necessary to protect the interests
of MBIA Insurance Corporation’s policyholders;

deterioration in the economic environment and financial markets in the United States or
abroad, real estate market performance, credit spreads, interest rates and foreign currency
levels; and

the effects of changes to governmental regulation, including insurance laws, securities laws,
tax laws, legal precedents and accounting rules.

The above factors provide a summary of and are qualified in their entirety by the risk factors discussed
under “Risk Factors” in Part I, Item 1A of this annual Report on Form 10-K. The Company encourages
readers to review these risk factors in their entirety.

This annual report of MBIA Inc. also includes statements of the opinion and belief of MBIA
management which may be forward-looking statements subject to the preceding cautionary disclosure.
Unless otherwise indicated herein, the basis for each statement of opinion or belief of MBIA
management in this report is the relevant industry or subject matter experience and views of certain
members of MBIA’s management. Accordingly, MBIA cautions readers not to place undue reliance on
any such statements, because like all statements of opinion or belief they are not statements of fact
and may prove to be incorrect. We undertake no obligation to publicly correct or update any statement
of opinion or belief if the Company later becomes aware that such statement of opinion or belief was
not or is not then accurate. In addition, readers are cautioned that each statement of opinion or belief
may be further qualified by disclosures set forth elsewhere in this report or in other disclosures by
MBIA.

Item 1. Business

PART I

As used in this Annual Report on Form 10-K, (i) “MBIA,” the “Company,” “we,” “our” and “us” refer to MBIA Inc., a
Connecticut corporation incorporated in 1986, together with its subsidiaries, and (ii) unless otherwise indicated or
the context otherwise requires, references to “MBIA Corp.” are (i) for any references relating to the period ended
January 10, 2017, to MBIA Insurance Corporation, together with its subsidiaries, MBIA UK Insurance Limited
(“MBIA UK”), and MBIA Mexico S.A. de C.V (“MBIA Mexico”) and (ii) for any references relating to the period after
January 10, 2017, to MBIA Insurance Corporation together with MBIA Mexico.

OVERVIEW

The Company’s primary objectives are ensuring that adequate liquidity exists at MBIA Inc. to satisfy all of its
outstanding obligations, mitigating losses at National and MBIA Corp., including National’s exposures to insured
debt obligations of the Commonwealth of Puerto Rico and certain of its instrumentalities (“Puerto Rico”), as
described further herein, and maximizing recoveries on paid insurance claims. The Company may also pursue
strategic alternatives that could enhance shareholder value.

MBIA’s primary business has been to provide financial guarantee insurance to the United States’ public finance
markets through our indirect, wholly-owned subsidiary, National Public Finance Guarantee Corporation
(“National”). National’s financial guarantee insurance policies provide investors with unconditional and irrevocable
guarantees of the payment of the principal, interest or other amounts owing on insured obligations when due.
National has ceased pursuing the writing of new financial guarantee policies, and its primary activity today is to
provide ongoing surveillance of its existing insured portfolio of $57.9 billion gross par outstanding as of
December 31, 2018.

MBIA has also provided financial guarantee insurance in the international and structured finance markets through
its subsidiary MBIA Corp. As of December 31, 2018, MBIA Corp.’s total insured gross par outstanding was
$11.9 billion. Effective on January 10, 2017, MBIA Corp.’s wholly-owned subsidiary, MBIA UK (Holdings) Limited
(“MBIA UK Holdings”), the parent company to MBIA UK, sold MBIA UK, to Assured Guaranty Corp. (“Assured”), a
subsidiary of Assured Guaranty Ltd. We do not expect MBIA Corp. to write any significant new policies in the
foreseeable future. Given MBIA Corp.’s capital structure and business prospects, we do not expect its financial
performance to have a material impact on MBIA Inc. Refer to “Results of Operations—Capital Resources” in Part
II, Item 7 of this Form 10-K for a further discussion of MBIA Corp.’s insurance statutory capital.

MBIA Services Corporation (“MBIA Services”), also owned by MBIA Inc., is a service company which provides
support services such as surveillance, risk management, legal, accounting, treasury and information technology,
among others, to our businesses on a fee-for-service basis.

MBIA Inc. Capital Management

The Company manages its capital and liquidity in order to ensure that it can service its debt and other financial
obligations and pay its operating expenses while maintaining an adequate cushion against potential adverse
events. MBIA Inc. has consistently received dividends from National and releases from the tax escrow account
over the past several years and currently maintains a stable liquidity position which is expected to allow it to
service its obligations over the next several years without needing to access the capital markets. Our capital
management strategies include enhancing shareholder value by (i) having the Company or National repurchase
outstanding MBIA Inc. common shares when management deems such actions are appropriate, taking into
account the price of the stock, anticipated liquidity needs, and other relevant factors and (ii) retiring our unsecured
and MBIA Global Funding, LLC (“GFL”) debt through calls and repurchases at prices that create economic benefit
to the Company.

Item 1. Business (continued)

During 2018, the Company and National collectively repurchased 5.8 million shares at a cost of $48 million under
the repurchase authorization approved by the Board in November of 2017. During 2017, the Company and
National collectively repurchased 43 million shares at a cost of $325 million under repurchase authorizations
approved by the Board in February of 2016 and June of 2017. During 2016, the Company and National
collectively repurchased 16.6 million shares at a cost of $105 million under repurchase authorizations approved
by the Board in October of 2015 and February of 2016. At each time of repurchase, management and the Board
viewed such use of available capital as the best alternative for capital management.

Unsecured debt includes MBIA Inc.’s senior notes and medium-term notes (“MTNs”) issued by its subsidiary,
GFL. During 2018, the Company repurchased $78 million and paid $17 million par value related to GFL debt
maturities. During 2017, the Company repurchased $160 million and paid $38 million par value related to GFL
debt maturities.

In each of the fourth quarters of 2018 and 2017, National declared and paid dividends of $108 million and
$118 million, respectively, to its ultimate parent, MBIA Inc. In addition, during the first quarters of 2019 and 2018,
MBIA Inc. received $56 million and $18 million, respectively, in cash from an escrow account held by MBIA Inc.
under the MBIA group’s tax sharing agreement as described further under “Management’s Discussion and
Analysis of Financial Condition and Results of Operations––Liquidity––Corporate Liquidity” in Part II, Item 7 of this
Form 10-K. In addition, in 2018, $90 million was returned to National as a result of its 2017 financial results.

National Risk Mitigation

National’s most significant risk is credit risk in its large and diverse insured portfolio of domestic public finance
credits. National’s risk mitigation strategy is premised on proactive portfolio management, including surveillance of
financial performance and covenant compliance, the exercise of creditor rights, remediation and – in select cases
– workouts of distressed credits. National’s approach generally focuses on the early detection of stress and
proactive intervention, though its rights and its ability to take certain actions on a particular credit will always be
case-specific. As part of its remediation efforts, National may elect to facilitate and participate in refinancings of
existing credit exposures where the new transaction will have the anticipated effect of improving the issuer’s
ability to service its debt and strengthen National’s legal security or covenant package. National may also seek to
purchase its own insured obligations as part of an overall risk mitigation strategy, subject to internal and
regulatory limitations.

Presently, the most distressed credits in National’s portfolio are obligations issued by Puerto Rico. As described
further herein, four of these credits, the Commonwealth’s General Obligation Bonds, the Puerto Rico Sales Tax
Financing Corporation (“COFINA”), the Puerto Rico Highways and Transportation Authority (“PRHTA”) and the
Puerto Rico Electric Power Authority (“PREPA”) have been placed into bankruptcy-like processes under Title III of
the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”). For additional information
relating to the risks arising from National’s Puerto Rico exposures, refer to the “Insured Portfolio Loss Related
Risk Factors” section in Part I, Item 1A of this Form 10-K.

MBIA Corp. Risk Mitigation

MBIA Corp. has not written a meaningful amount of new business since 2008 as a result of declining financial
capacity, ratings downgrades and regulatory limitations placed on its business. Since that time it has experienced
considerable stress as a result of unprecedented levels of loss in its structured finance insurance business,
primarily in its residential mortgage-backed securities (“RMBS”), commercial mortgage-backed securities
(“CMBS”) pools, and collateralized debt obligation (“CDO”) portfolios. As a result, since 2008, MBIA Corp.’s
strategy has focused primarily on recovering losses on insured transactions, reducing future expected economic
losses in the insured portfolio through commutations and other risk mitigation strategies, and managing liquidity.
Refer to “Note 6: Loss and Loss Adjustment Expense” in the Notes to Consolidated Financial Statements in Part
II, Item 8 of this Form 10-K for further information regarding loss reserves and recoveries.

Item 1. Business (continued)

Our liquidity and capital forecasts, and projected collections of recoveries, for MBIA Corp., reflect resources that
we expect to be adequate to pay expected insurance claims. However, there can be no assurance that MBIA
Corp. will realize its expected recoveries in full or on its projected timeframe. Refer to “Risk Factors-MBIA Corp.
Risk Factors-Continuing elevated loss payments and delay or failure in realizing expected recoveries on insured
transactions may materially and adversely affect MBIA Insurance Corporation’s statutory capital and its ability to
meet liquidity needs and could cause the New York State Department of Financial Services (the “NYSDFS”) to put
MBIA Insurance Corporation into a rehabilitation or liquidation proceeding if the NYSDFS concludes that MBIA
Insurance Corporation will not be able to pay expected insurance claims,” in Part I, Item 1A of this Form 10-K.
Given the separation of MBIA Inc. and MBIA Corp. as distinct legal entities, the absence of any cross defaults
between the entities, and the lack of reliance by MBIA Inc. on MBIA Corp. for the receipt of dividends, we do not
believe that a rehabilitation or liquidation proceeding of MBIA Insurance Corporation by the NYSDFS would have
any significant long-term liquidity impact on MBIA Inc.

OUR INSURANCE OPERATIONS

Our U.S. public finance insurance portfolio is managed through National, and our international and structured
finance insurance portfolios are managed through MBIA Corp. We do not expect National or MBIA Corp. to write
new business for the foreseeable future.

We have been compensated for our insurance policies by insurance premiums that were paid upfront or on an
installment basis. Our financial guarantee insurance was offered in both the new issue and secondary markets. In
addition, we have provided financial guarantees or sureties to debt service reserve funds. The primary risk in our
insurance operations is that of adverse credit performance in the insured portfolio. When writing new business we
sought to maintain a diversified insured portfolio and have insured transactions with the aim of managing and
diversifying risk based on a variety of criteria including revenue source, issue size, type of asset, industry
concentrations, type of bond and geographic location. Despite this objective, there can be no assurance that we
will avoid losses on multiple credits as a result of a single event or series of events.

Because we generally guarantee to the holder of an insured obligation the timely payment of amounts due on the
obligation in accordance with its original payment schedule, in the case of a default or other triggering event,
payments under the insurance policy generally cannot be accelerated against us unless we consent to the
acceleration. In the event of a default, however, we may have the right, in our sole discretion, to accelerate the
obligations and pay them in full. Otherwise, we are required to pay principal, interest or other amounts only as
scheduled payments come due, even if the holders are permitted by the terms of the insured obligations to have
the full amount of principal, accrued interest or other amounts due, declared due and payable immediately in the
event of a default.

Our payment obligations after a default vary by deal and by insurance type. Our public finance insurance
generally insures scheduled interest and principal. Our structured finance policies generally insure (i) timely
interest and ultimate principal; (ii) ultimate principal only at final maturity; or, (iii) payments upon settlement of
individual collateral losses as they occur after any deductible or subordination has been exhausted. With respect
to the insurance of certain derivative transactions, including credit default swap (“CDS”) contracts written in the
international and structured finance insurance segment, in certain circumstances, including the occurrence of
certain insolvency or payment defaults under the CDS contracts, the CDS contracts may be subject to termination
by the counterparty, triggering a claim for the fair value of the contract. Our U.S. public finance segment did not
write insurance in CDS form and therefore its policies do not feature this potential trigger.

In the event of a default in the payment of principal, interest or other insured amounts by an issuer, the insurance
company will make funds available in the insured amount generally within one to three business days following
notification. Longer timeframes may apply for international transactions. Generally, our insurance companies
provide for this payment upon receipt of proof of ownership of the obligations due, as well as upon receipt of
instruments appointing the insurer as agent for the holders and evidencing the assignment of the rights of the
holders with respect to the payments made by the insurer or other appropriate documentation.

Item 1. Business (continued)

National Insured Portfolio

National’s insured portfolio consists of municipal bonds, including tax-exempt and taxable indebtedness of U.S.
political subdivisions and territories, as well as utilities, airports, health care institutions, higher educational
facilities, student loan issuers, housing authorities and other similar agencies and obligations issued by private
entities that finance projects that serve a substantial public purpose. Municipal bonds and privately issued bonds
used for the financing of public purpose projects are generally supported by taxes, assessments, user fees or
tariffs related to the use of these projects, lease payments or other similar types of revenue streams.

As of December 31, 2018, National had $57.9 billion of insured gross par outstanding on U.S. public finance
obligations covering 3,662 policies and diversified among 2,105 “credits,” which we define as any group of issues
supported by the same revenue source. Insurance in force, which includes all insured debt service, as of
December 31, 2018 was $111.5 billion.

All of the policies were underwritten on the assumption that the insurance will remain in force until maturity or
early retirement of the insured obligations. National estimates that the average life of its domestic public finance
insurance policies in force as of December 31, 2018 was 10 years. The average life was determined by applying a
weighted average calculation, using the remaining years to contractual maturity and weighting them on the basis
of the remaining debt service insured. No assumptions were made for any future refundings, early redemptions or
terminations of insured issues. Average annual insured debt service on the portfolio as of December 31, 2018
was $6.7 billion.

National’s underwriting guidelines limited the insurance in force for any one insured credit, and for other
categories such as geography. In addition, National is subject to regulatory single-risk limits with respect to any
insured bond issue. See the “Insurance Regulation” section below for a description of these regulatory
requirements. As of December 31, 2018, National’s gross par amount outstanding for its ten largest insured U.S.
public finance credits totaled $10.1 billion, representing 17.4% of National’s total U.S. public finance gross par
amount outstanding. Refer to “Note 13: Insurance in Force” in the Notes to Consolidated Financial Statements in
Part II, Item 8 of this Form 10-K for further information regarding the Company’s insured portfolio.

MBIA Corp. Insured Portfolio

MBIA Corp.’s insured portfolio consists of policies that insure various types of international public finance and
global structured finance obligations that were sold in the new issue and secondary markets or are referenced in
CDS contracts. International public finance obligations include bonds and loans extended to entities located
outside of the U.S., including utilities, infrastructure projects and sovereign-related and sub-sovereign issuers,
such as regions, authorities or their equivalent as well as sovereign owned entities that might be supported by a
sovereign state, region or authority. Sovereign-related includes Private Finance Initiative transactions that involve
private entities that receive contractual payments for providing services to public sector entities. Global structured
finance obligations include asset-backed transactions and financing of commercial activities that are typically
secured by undivided interests or collateralized by the related assets or cash flows or, in the case of certain CDS
transactions, reference the underlying obligations. Certain policies cover payments potentially due under CDS,
including termination payments that may become due in certain circumstances, including the occurrence of
certain insolvency or payment defaults under the CDS or derivative contracts by the insured counterparty or by
the guarantor.

As of December 31, 2018, MBIA Corp. had 348 policies outstanding in its insured portfolio. In addition, MBIA
Corp. had 52 insurance policies outstanding relating to liabilities issued by MBIA Inc. and its subsidiaries, which
are described further under the section “Affiliated Financial Obligations Insured by MBIA Corp.” below. MBIA
Corp.’s total policies in its insured portfolio are diversified among 220 “credits,” which we define as any group of
policies supported by the same revenue source.

As of December 31, 2018, the gross par amount outstanding of MBIA Corp.’s insured obligations (excluding
$1.0 billion of insured affiliated financial obligations and $36.0 billion of U.S. public finance debt ceded to National),
was $11.9 billion. Insurance in force for the above portfolio, which includes all insured debt service, as of
December 31, 2018 was $16.5 billion.

Item 1. Business (continued)

MBIA Corp. estimates that the average life of its international and structured finance insurance policies in force as
of December 31, 2018 is 8 years. The average life was determined by applying a calculation using the remaining
years to contractual maturity for international public finance obligations and estimated maturity for structured
finance obligations and weighting them on the basis of the remaining debt service insured. No assumptions were
made for any future refundings, early redemptions or terminations of insured issues. Average annual insured debt
service on the portfolio as of December 31, 2018 was $1.4 billion. Refer to “Note 13: Insurance in Force” in the
Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for further information regarding
the Company’s insured portfolio.

Affiliated Financial Obligations Insured by MBIA Corp.

Prior to 2008, MBIA Inc. provided customized investment agreements and one of its subsidiaries, GFL, issued
MTNs with varying maturities. Each of these obligations is guaranteed by MBIA Corp. GFL lent the proceeds of its
GFL MTN issuances to MBIA Inc. As a result of ratings downgrades of MBIA Corp., MBIA Inc. is required to post
collateral for the remaining investment agreements. Since the ratings downgrades of MBIA Corp. that began in
2008, we have not issued new MTNs or investment agreements. The investment agreements are currently fully
collateralized with high quality assets. We believe the outstanding investment agreements and MTNs and
corresponding asset balances will continue to decline over time as the liabilities mature, terminate, or are
repurchased by the Company.

In January of 2017, MBIA Corp. executed a financing facility (the “Facility”) with affiliates of certain holders of 14%
Fixed-to-Floating Rate Surplus Notes of MBIA Corp. (collectively, the “Senior Lenders”), and with MBIA Inc.,
pursuant to which the Senior Lenders have provided $325 million of senior financing and MBIA Inc. has provided
$38 million of subordinated financing to MZ Funding LLC (“MZ Funding”), a newly formed wholly-owned subsidiary
of the Company, which in turn lent the proceeds of such financing to MBIA Corp. MBIA Corp. issued financial
guarantee insurance policies insuring MZ Funding’s obligations under the Facility. Refer to “Note 10: Debt” in the
Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for information on the Facility.

Risk Management

Our largest risk is the credit exposure in our insured portfolio. The Company’s credit risk management and
remediation functions are managed through committees and units that oversee risks in ongoing portfolio
surveillance and remediation. The Company’s Insured Portfolio Management Division (“IPM”) monitors and
remediates domestic and international public finance and structured risks. National and MBIA Corp. each has its
own risk and investment committees that review their respective portfolio and investment-related decisions.

The Company’s Risk Oversight Committee (the “Risk Oversight Committee”) reviews material transactions and
provides firm-wide review of policies and decisions related to credit, market, operational, legal, financial and business
risks. The Company and its subsidiaries’ respective Loss Reserve Committees review loss reserving activity.

The Company’s Board of Directors and related Committees, including Audit, and Finance and Risk, oversee risks
faced by the Company and its subsidiaries. The Board regularly evaluates and discusses emerging risks and risks
associated with strategic initiatives. On an annual basis, the Board also evaluates and approves the Company’s
risk tolerance policy. The purpose of the risk tolerance policy is to define the types and amounts of risks the
Company is prepared to accept. The assessment includes risks associated with credit, capital adequacy, market,
liquidity, legal, operations and technology. This policy provides the basis upon which risk criteria and procedures
are developed and seeks to have these applied consistently across the Company.

The Audit Committee oversees risks associated with financial and other reporting, auditing, legal and regulatory
compliance, and risks that may otherwise result from the Company’s operations. The Audit Committee oversees
these risks by monitoring (i) the integrity of the financial statements of the Company and of other material financial
disclosures made by the Company, (ii) the qualifications, independence and performance of the Company’s
independent auditor, (iii) the performance of the Company’s internal audit function, (iv) the Company’s compliance
policies and procedures and its compliance with legal and regulatory requirements, and (v) the performance of the
Company’s operational risk management function.

Item 1. Business (continued)

The Finance and Risk Committee oversees the Company’s credit risk governance framework, market risk,
liquidity risk and other material financial risks. The Finance and Risk Committee oversees these risks by
monitoring the Company’s: (i) capital and liquidity, (ii) proprietary investment portfolios, (iii) exposure to changes
in the market value of assets and liabilities, (iv) credit exposures in the Insured Portfolios, and (v) financial risk
policies and procedures, including regulatory requirements and limits.

The Company has a designated Model Governance Team. Given the significance of models in the Company’s
surveillance and remediation activities, financial reporting and corporate treasury operations, the Company
established a Model Governance Policy to enhance the consistency, reliability, maintenance and transparency of
its models so that model risk can be mitigated on an enterprise-wide basis. The Model Governance Team is
responsible for the Model Governance Policy as well as other Model Governance related initiatives.

Insurance Surveillance and Remediation

We surveil and remediate our insured portfolios on an ongoing basis. Although our monitoring and remediation
activities vary somewhat by sector and bond type, in all cases we focus on assessing event risk and potential
losses under stress.

(cid:129)

U.S. Public Finance: For U.S. public finance, our ongoing credit surveillance focuses on economic and
political trends, issuer or project debt and financial management, construction and start up risk,
adequacy of historical and anticipated cash flows under stress, satisfactory legal structure and bond
security provisions, viable tax and economic bases, including consideration of tax limitations and
unemployment trends, adequacy of stressed loss coverage and project feasibility, including satisfactory
reports from consulting engineers, traffic advisors and others, if applicable. Depending on the credit,
specialized cash flow analyses may be conducted to understand loss sensitivity. In addition, specialized
credit analysts consider the potential event risk of natural disasters or headline events on both single
obligors/credits and across a sector, as well as regulatory issues. U.S. public finance credits/exposures
are monitored by reviewing trustee, issuer and project financial and operating reports as well as reports
provided by technical advisors and counsel. Projects may be periodically visited by MBIA personnel.

International Public Finance: International public finance credits are monitored and remediated in a
manner relatively consistent with U.S. public finance transactions. In addition, credit analysts consider
country risk, including economic and political factors, the type and quality of local regulatory oversight,
the strength of the legal framework in each country and the stability of the local institutional framework.
Analysts also monitor local accounting and legal requirements, local financial market developments, the
impact of exchange rates and local demand dynamics. Furthermore, exposures are reviewed
periodically; the frequency and scope of review is often increased when an exposure is downgraded.
MBIA personnel may periodically visit projects or issuers to meet with management.

Global Structured Finance Transactions: For global structured finance credits, we focus on the historical
and projected cash flows generated by the assets, the credit and operational strength of the originator,
servicer, manager and/or operator of the assets, and the transaction’s structure (including the degree of
protection from bankruptcy of the originator or servicer). We may use both probability modeling and cash
flow sensitivity analysis (both at the transaction and asset specific levels) to test asset performance
assumptions and performance covenants, triggers and remedies. In addition, IPM may use various
quantitative tools and qualitative analyses to test for credit quality, correlation, liquidity and capital
sensitivity within the insured portfolio.

A key to our ongoing monitoring is early detection of deterioration in either obligor credit quality or macroeconomic
or market factors that could adversely impact an insured credit. If deterioration is detected, analysts generally
evaluate possible remedial actions and, in the event of significant stress, we may develop and implement a
remediation strategy. The nature of any remedial action is based on the type of insured issue and the nature and
scope of the event giving rise to the remediation. In most cases, as part of any such remedial activity, we work
with the issuer, trustee, legal counsel, financial advisors, servicer, other creditors, underwriters and/or other
related parties to reduce chances of default and the potential severity of loss if a default should occur.

Item 1. Business (continued)

We use an internal credit rating system to rank credits, with frequency of review based on risk type, internal
rating, performance and credit quality. Credits with performance issues are designated as “Caution List-Low,”
“Caution List-Medium” or “Caution List-High” based on the nature and extent of our concerns, but these
categories do not require establishment of any case basis reserves. In the event we determine that a claim for
payment is expected with respect to an insured issue using probability-weighted cash flows, we place the issue on
the “Classified List” and establish a case basis loss reserve for that insured issue. See “Losses and Reserves”
below for information on our loss reserving process.

Credit Risk Models

We use credit risk models to test qualitative judgments, to design appropriate structures and to understand
sensitivity within transactions and across broader portfolio exposure concentrations. Models are updated to reflect
changes in both portfolio and transaction data and also in expectations of stressed future outcomes. For portfolio
monitoring we use internal and third-party models based on individual transaction attributes and customized
structures and these models are also used to determine case basis loss reserves and, where applicable, to
mark-to-market any insured obligations as may be required for financial reporting. When using third-party models,
we generally perform the same review and analyses of the collateral, transaction structure, performance triggers
and cash flow waterfalls as when using our internal models. See “Risk Factors—Insured Portfolio Loss Related
Risk Factors—Financial modeling involves uncertainty over ultimate outcomes which makes it difficult to estimate
liquidity, potential paid claims payments, loss reserves and fair values” in Part I, Item 1A of this Form 10-K.

Market Risk Assessment

We measure and assess market risk on a consolidated basis as well as at the holding company and subsidiaries
on a stand-alone basis. Key market risks are changes in interest rates, credit spreads and foreign exchange
rates. We use various models and methodologies to test exposure under market stress scenarios, including
parallel and non-parallel shifts in the yield curve, changes in credit spreads, and changes in foreign exchange
rates. We also analyze stressed liquidity scenarios and stressed counterparty exposures. The analyses are used
in testing investment portfolio guidelines. The Risk Oversight Committee and the Finance and Risk Committee of
the Company’s Board of Directors receive periodic reports on market risk.

Operational Risk Assessment

The Operational Risk function assesses potential economic loss or reputational impact arising from processes
and controls, systems, or staff actions and seeks to identify vulnerabilities to operational disruptions caused by
external events. The Operational Risk framework is generally managed using a self-assessment process across
our business units, with controls associated with the execution of key processes monitored through Internal Audit
reviews. The Operational Risk function reports periodically to the Risk Oversight Committee and the Audit
Committee of the Company’s Board of Directors. The Audit Committee reviews the Company’s operational risk
profile, risk event activity and ongoing risk mitigation efforts.

Losses and Reserves

Loss and loss adjustment expense (“LAE”) reserves are established by Loss Reserve Committees in each of our
operating insurance companies and are reviewed by our executive Loss Reserve Committee, which consists of
members of senior management. The Company’s loss and LAE reserves as of December 31, 2018 represent
case basis reserves and estimates for LAE to be incurred. Case basis reserves represent the Company’s
estimate of expected losses to be paid under its insurance contracts, net of potential recoveries and discounted
using a current risk-free interest rate, for contracts where the estimated loss amount exceeds the unearned
premium revenue on the related insurance contract. The Company estimates expected losses net of potential
recoveries using the present value of probability-weighted estimated loss payments and recoveries, discounted at
a rate equal to the risk-free rate applicable to the currency and weighted average remaining life of the insurance
contract as required by accounting principles for financial guarantee contracts. We record case basis loss
reserves on insured obligations which have defaulted or are expected to default during the remaining life of the
obligation.

Item 1. Business (continued)

For a further discussion of the methodology used by the Company for determining when a case basis reserve is
established, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Critical Accounting Estimates—Loss and Loss Adjustment Expense Reserves” in Part II, Item 7 of this Form 10-K.
Management believes that our reserves are adequate to cover the ultimate net cost of claims. However, because
the reserves are based on management’s judgment and estimates, there can be no assurance that the ultimate
liability will not exceed such estimates or that the timing of claims payments and the realization of recoveries will
not create liquidity issues for the corresponding insurance company.

Reinsurance

We currently have third-party reinsurance agreements in place covering 3% of our insured par outstanding. At this
time we do not intend to utilize reinsurance to decrease the insured exposure in our portfolio; however, we may,
from time to time, look to enter into transactions to reduce risks embedded in our insured portfolios on an
individual and portfolio-wide basis.

Intercompany Reinsurance Arrangements

MBIA Corp. and National are parties to a reinsurance agreement pursuant to which National reinsures certain public
finance financial guarantee policies originally written by MBIA Corp., as well as an assignment agreement under which
MBIA Corp. assigned to National its rights and obligations under public finance financial guarantee policies of Financial
Guaranty Insurance Company (“FGIC”) which were originally reinsured by MBIA Corp., and ultimately novated to
National pursuant to a novation agreement between National and FGIC effective August of 2013. In addition, National
entered into second-to-pay policies covering the policies covered by each of these agreements. The reinsurance
agreement pursuant to which MBIA Corp. had reinsured the FGIC public finance guarantee policies was terminated in
2013 in connection with the novation to National of the policies covered by the agreement.

MBIA Insurance Corporation maintains a reinsurance agreement and net worth maintenance agreement with
MBIA Mexico pursuant to which MBIA Insurance Corporation reinsures 100% of the business underwritten by
MBIA Mexico and agrees to maintain the amount of capital in MBIA Mexico required by applicable law or
regulation, subject to certain New York State regulatory requirements as well as certain contract restrictions.

Insurance Regulation

National and MBIA Insurance Corporation are incorporated in and subject to primary insurance regulation and
supervision by the State of New York. MBIA Corp.’s Spanish Branch is subject to local regulation in Spain. MBIA
Mexico is organized and subject to primary regulation and supervision in Mexico. The Company’s insurance
subsidiaries are also licensed to issue financial guarantee policies in multiple jurisdictions as needed to conduct
their business activities.

The extent of state and national insurance regulation and supervision varies by jurisdiction, but New York, Spain,
Mexico and most other jurisdictions have laws and regulations prescribing minimum standards of solvency,
including minimum capital requirements, and business conduct which must be maintained by insurance
companies, and if our insurance companies fail to meet such requirements our regulators may impose certain
remedial actions. Among other regulated conduct, these laws and regulations prescribe permitted classes and
concentrations of investments. In addition, some state laws and regulations require the approval or filing of policy
forms and rates. MBIA Insurance Corporation and National each are required to file detailed annual financial
statements with the NYSDFS and similar supervisory agencies in each of the other jurisdictions in which it is
licensed. The operations and accounts of the insurance companies are subject to examination by regulatory
agencies at regular intervals. In addition to being subject to the insurance laws in the jurisdictions in which we
operate, as a condition to obtaining required insurance regulatory approvals to enter into certain transactions and
take certain other corporate actions, including the release of excessive contingency reserves in MBIA Insurance
Corporation described below under “Contingency Reserves” and entry into the asset swap between MBIA Inc.
and National described under “Management’s Discussion and Analysis of Financial Condition and Results of
Operations––Liquidity––Corporate Liquidity” in Part II, Item 7 of this Form 10-K, MBIA Inc. and its operating
insurance subsidiaries have and may in the future agree to provide notice to the NYSDFS or other applicable
regulators prior to entering into transactions or taking other corporate actions (such as paying dividends when
applicable statutory tests are satisfied) that would not otherwise require regulatory approval.

Item 1. Business (continued)

New York Insurance Regulation

Our domestic insurance companies are licensed to provide financial guarantee insurance under Article 69 of the
New York Insurance Law (the “NYIL”). Article 69 defines financial guarantee insurance to include any guarantee
under which loss is payable upon proof of occurrence of financial loss to an insured as a result of certain events.
These events include the failure of any obligor or any issuer of any debt instrument or other monetary obligation
to pay principal, interest, premium, dividend or purchase price of or on such instrument or obligation when due.
Under Article 69, our domestic insurance companies are permitted to transact financial guarantee insurance,
surety insurance and credit insurance and such other kinds of business to the extent necessarily or properly
incidental to the kinds of insurance which they are authorized to transact. In addition, they are empowered to
assume or reinsure the kinds of insurance described above. Amendments to the statutes or regulations governing
financial guarantee insurers are possible, but the adoption or timing of any such amendments is uncertain.

New York State Dividend Limitations

The laws of New York regulate the payment of dividends by National and MBIA Insurance Corporation and
provide that a New York domestic stock property/casualty insurance company may not declare or distribute
dividends except out of statutory earned surplus. New York law provides that the sum of (i) the amount of
dividends declared or distributed during the preceding 12-month period and (ii) the dividend to be declared may
not exceed the lesser of (a) 10% of policyholders’ surplus, as shown by the most recent statutory financial
statement on file with the NYSDFS, or (b) 100% of adjusted net investment income for such 12-month period (the
net investment income for such 12-month period plus the excess, if any, of net investment income over dividends
declared or distributed during the two-year period preceding such 12-month period), unless the Superintendent of
Financial Services of the State of New York (the “Superintendent”) approves a greater dividend distribution based
upon a finding that the insurer will retain sufficient surplus to support its obligations and writings.

National declared and paid a dividend of $108 million to its ultimate parent, MBIA Inc., during the fourth quarter of
2018.

Due to its significant earned surplus deficit, MBIA Insurance Corporation has not had the statutory capacity to pay
dividends since December 31, 2009 and is not expected to have any statutory capacity to pay any dividends for
the foreseeable future. In connection with MBIA Insurance Corporation obtaining approval from the NYSDFS to
release excessive contingency reserves as of September 30, 2011, December 31, 2011 and March 31, 2012,
MBIA Corp. agreed that it would not pay any dividends without receiving prior approval from the NYSDFS. The
foregoing dividend limitations are determined in accordance with statutory accounting principles (“U.S. STAT”).

Contingency Reserves

As financial guarantee insurers, our domestic insurance companies are required by the laws and regulations of
New York and other states to maintain, as applicable, contingency reserves on their municipal bond, asset-
backed securities (“ABS”) or other financial guarantee liabilities. Under New York law, a financial guarantee
insurance company is required to contribute to contingency reserves 50% of premiums as they are earned on
policies written prior to July 1, 1989 (net of reinsurance), and, with respect to policies written on and after July 1,
1989, such an insurer must make contributions over a period of 15 or 20 years (based on issue type), or until the
contingency reserve for such insured issues equals the greater of 50% of premiums written for the relevant
category of insurance or a percentage of the principal guaranteed, varying from 0.55% to 2.5%, depending upon
the type of obligation guaranteed (net of collateral, reinsurance, refunding, refinancings and certain insured
securities). Other states maintain similar requirements. The contribution to, and maintenance of, the contingency
reserve limits the amount of earned surplus that might otherwise be available for the payment of dividends. In
each state, our domestic insurance companies may apply for release of portions of their contingency reserves in
certain circumstances.

Item 1. Business (continued)

Risk Limits

Insurance laws and regulations also limit both the aggregate and individual securities risks that our domestic
insurance companies may insure on a net basis based on the type of obligations insured. The individual limits are
generally on the amount of insured par and/or annual debt service for a given insured issue, entity or revenues
source and stated as a percentage of the insurer’s policyholders’ surplus and contingency reserves. The
aggregate risk limits limit the aggregate amount of insured par to a stated multiple of the insurer’s policyholders’
surplus and contingency reserves based on the types of obligations insured. The aggregate risk limits can range
from 300:1 for certain municipal obligations to 50:1 for certain non-municipal obligations.

National is in compliance with the relevant aggregate and single risk limits. During 2018 and 2017, MBIA
Insurance Corporation reported single risk limit overages to the NYSDFS due to changes in its statutory capital.
MBIA Insurance Corporation is in compliance with its aggregate risk limits as of December 31, 2018.

Holding Company Regulation

MBIA Inc., National and MBIA Insurance Corporation also are subject to regulation under the insurance holding
company statutes of New York. The requirements of holding company statutes vary from jurisdiction to jurisdiction
but generally require insurance companies that are part of an insurance holding company system to register and
file certain reports describing, among other information, their capital structure, ownership and financial condition.
The holding company statutes also generally require prior approval of changes in control, of certain dividends and
other inter-corporate transfers of assets, and of certain transactions between insurance companies, their parents
and affiliates. The holding company statutes impose standards on certain transactions with related companies,
which include, among other requirements, that all transactions be fair and reasonable and those transactions not
in the ordinary course of business exceeding specified limits receive prior regulatory approval.

Change of Control

Prior approval by the NYSDFS is required for any entity seeking to acquire, directly or indirectly, “control” of
National or MBIA Insurance Corporation. In many states, including New York, “control” is presumed to exist if 10%
or more of the voting securities of the insurer are owned or controlled, directly or indirectly, by an entity, although
the insurance regulator may find that “control” in fact does or does not exist when an entity owns or controls either
a lesser or greater amount of securities. MBIA Insurance Corporation would require the prior approval of MBIA
Mexico’s regulator in order to transfer the shares it currently holds in MBIA Mexico.

Insurance Guarantee Funds

National and MBIA Insurance Corporation are exempt from assessments by the insurance guarantee funds in the
majority of the states in which they do business. Guarantee fund laws in most states require insurers transacting
business in the state to participate in guarantee associations, which pay claims of policyholders and third-party
claimants against impaired or insolvent insurance companies doing business in the state. In most states, insurers
licensed to write only municipal bond insurance, financial guarantee insurance and other forms of surety
insurance are exempt from assessment by these funds and their policyholders are prohibited from making claims
on these funds.

INVESTMENTS AND INVESTMENT POLICY

Investment objectives, policies and guidelines related to the Company’s businesses are generally subject to
review and approval by the Finance and Risk Committee of the Board of Directors. Investment objectives, policies
and guidelines related to investment activity on behalf of our insurance companies are also subject to review and
approval by the respective Investment Committee of their Boards of Directors or similar body.

Item 1. Business (continued)

Insight Investment manages the proprietary investment portfolios of the Company and its subsidiaries in
accordance with the guidelines adopted for each such portfolio. The agreements with Insight Investment provide
generally that Insight Investment will have the exclusive right to manage the fixed-income investment portfolios of
the Company and its subsidiaries until December 31, 2019 and guarantee certain minimum revenues thereunder.
The agreements are subject to early termination under certain conditions including if certain performance
objectives are not met. Subsequent to December 31, 2018, the Company reached an agreement in principle to
extend the contract with Insight Investment, with modifications, beyond its current term.

To continue to optimize capital resources and provide for claims-paying capabilities, the investment objectives
and policies of our operations are tailored to reflect their various strategies and operating conditions. The
investment objectives of National set preservation of capital as the primary objective, subject to an appropriate
degree of liquidity, and optimization of after-tax income and total return as secondary objectives. The investment
objectives of MBIA Corp. are primarily to maintain adequate liquidity to meet claims-paying and other corporate
needs and secondarily to maximize after-tax income within defined investment risk limits. The investment
objectives of the corporate segment are to provide sufficient liquidity to meet maturing liabilities and, in the case of
the investment agreement business collateral posting obligations, while maximizing the total long-term return.

RATING AGENCIES

In the fourth quarter of 2017, both S&P and Kroll Bond Rating Agency (“Kroll”) withdrew their financial strength
ratings on MBIA Inc. and its subsidiaries, National and MBIA Corp, as contracted, following notice from the
Company terminating the agreements by which both rating agencies agreed to provide financial strength ratings.
Prior to withdrawal of their respective ratings Kroll downgraded the rating of National from AA+ to AA with a
negative outlook and S&P affirmed the National A with a stable outlook. Also in the fourth quarter of 2017, MBIA
Inc., on behalf of its subsidiaries, National and MBIA Corp, provided similar notice to Moody’s Investors Services
(“Moody’s”) terminating the agreement by which Moody’s agreed to provide financial strength ratings to MBIA Inc.,
National, MBIA Corp. and MBIA Mexico. In January of 2018, Moody’s downgraded the rating of National from A3
with a negative outlook to Baa2 with a stable outlook. Similarly, Moody’s downgraded the rating of MBIA Inc. from
Ba1 with a negative outlook to Ba3 with a stable outlook. The rating of MBIA Corp. was affirmed at Caa1 with a
developing outlook. The rating of MBIA Mexico was affirmed at Caa1/B3.mx with a developing outlook. Moody’s,
at its discretion and in the absence of a contract with the Company, continues to maintain ratings on MBIA Inc.
and its subsidiaries.

The Company does not currently maintain a capital facility. For a discussion of the Company’s capital resources
refer to “Capital Resources” in Part II, Item 7 of this Form 10-K.

CAPITAL FACILITIES

FINANCIAL INFORMATION

Refer to “Note 12: Business Segments” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this
Form 10-K for information on the Company’s financial information by segment and premiums earned by
geographic location.

As of December 31, 2018, the Company had 96 employees. None of the Company’s employees are covered by
collective bargaining agreements. The Company considers its employee relations to be satisfactory.

EMPLOYEES

Item 1. Business (continued)

AVAILABLE INFORMATION

The Company maintains a website at www.mbia.com. The Company is not including the information on its
website as a part of, nor is it incorporating such information by reference into, this Form 10-K. The Company
makes available through its website under the “SEC Filings” tab, free of charge, all of its SEC filings, including
annual reports on Form 10-K, quarterly filings on Form 10-Q, current reports on Form 8-K and amendments to
those reports as soon as is reasonably practicable after these materials have been filed with or furnished to the
SEC.

As a courtesy, the Company posts on its website under the section “Legal Proceedings,” selected information and
documents in reference to selected legal proceedings in which the Company is the plaintiff or the defendant. The
Company will not necessarily post all documents for each proceeding and undertakes no obligation to revise or
update them to reflect changes in events or expectations. The complete official court docket can be publicly
accessed by contacting the clerk’s office of the respective court where each litigation matter is pending.

The Company is providing public access to certain non-confidential information regarding the assets securing the
facility extended by its subsidiary, MZ Funding LLC (“MZ Funding”), on the Company’s MZ Funding web page. It
will also make available certain confidential information subject to the execution of a non-disclosure agreement.
Instructions for accessing the information are available on the MZ Funding web page. A description of the MZ
Funding facility, as well as several documents pertaining thereto, including, among others, the Senior Note
Indenture, the Credit Agreement, and the Security Agreement, can be found on the Form 8-K filed by the
Company on January 10, 2017, available on the Company’s website at www.mbia.com.

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company and their present ages and positions with the Company as of February 28,
2019 are set forth below:

Name

Age Position and Term of Office

William C. Fallon
Anthony McKiernan

59 Chief Executive Officer and Director (executive officer since July 2005)
49 Executive Vice President and Chief Financial Officer (executive officer since

August 2011)

Jonathan C. Harris
Daniel M. Avitabile

47 General Counsel and Secretary (executive officer since September 2017)
45 Assistant Vice President, and President and Chief Risk Officer of MBIA Corp.

Adam T. Bergonzi

55 Assistant Vice President and Chief Risk Officer of National (executive officer

(executive officer since September 2017)

Christopher H. Young

46 Assistant Vice President, and Chief Financial Officer of National (executive

Joseph R. Schachinger

50 Controller (executive officer since May 2017)

officer since September 2017)

since September 2017)

William C. Fallon was elected as a Director of the Company in May 2017, and appointed as Chief Executive
Officer in September 15, 2017. Prior to being named Chief Executive Officer and Director, Mr. Fallon served as
President, Chief Operating Officer, and Vice President of the Company and head of the Global Structured
Finance Division. Mr. Fallon also serves as President and Chief Executive Officer of National. From July of 2005
to March 1, 2007, Mr. Fallon was Vice President of the Company and head of Corporate and Strategic Planning.
Prior to joining the Company in 2005, Mr. Fallon was a partner at McKinsey & Company and co-leader of that
firm’s Corporate Finance and Strategy Practice.

Anthony McKiernan was named Executive Vice President and Chief Financial Officer on May 1, 2012 and
March 11, 2016, respectively. Immediately prior to those appointments Mr. McKiernan was Vice President and
Chief Portfolio Officer of the Company. Mr. McKiernan is also Chairman and Chief Financial Officer of MBIA Corp.
Mr. McKiernan joined MBIA in 2000 as a vice president in the Credit Analytics Group, and managed the
Corporate Insured Portfolio Management Group prior to becoming the Head of the Structured Finance Insured
Portfolio Management Group in 2007.

Item 1. Business (continued)

The Board of Directors of MBIA Inc. appointed Mr. Fallon to the office set forth opposite his name above on
September 15, 2017 and appointed Mr. McKiernan to the offices set forth opposite his name above on May 1,
2012 and March 11, 2016.

Jonathan C. Harris is General Counsel and Secretary of the Company. Prior to being named General Counsel
and Secretary, Mr. Harris served as Assistant Vice President and Head of Litigation. Mr. Harris joined the
Company as Head of Litigation in 2009. Prior to joining the Company, Mr. Harris was litigation counsel at Lehman
Brothers, and practiced in the litigation department of Willkie Farr & Gallagher. The Board of Directors of MBIA
Inc. appointed Mr. Harris to the offices set forth opposite his name above on May 3, 2017.

Daniel M. Avitabile is an Assistant Vice President of the Company and President and Chief Risk Officer of MBIA
Corp. Prior to being named Chief Risk Officer in 2016, Mr. Avitabile managed MBIA Corp.’s Special Situations
Group, which was responsible for remediation and commutation activity. Mr. Avitabile has worked at MBIA since
2000, where he has held positions in insured portfolio management, remediation, corporate strategy and
structured finance new business. Prior to joining MBIA, he held positions at The Chase Manhattan Bank and
State Street Bank. The Board of Directors of MBIA Inc. and MBIA Insurance Corporation appointed Mr. Avitabile
to the offices set forth opposite his name above on February 13, 2018, September 15, 2017 and March 11, 2016,
respectively.

Adam T. Bergonzi is an Assistant Vice President of the Company and Chief Risk Officer of National, overseeing
all of National’s risk and insured portfolio management activities. Prior to being named Chief Risk Officer of
National in 2010 when he rejoined the Company, Mr. Bergonzi was employed at Municipal and Infrastructure
Assurance Corporation, which he co-founded and served as its Chief Risk Officer, from 2008 to 2010. The Board
of Directors of MBIA Inc. and National Public Finance Guarantee Corporation appointed Mr. Bergonzi to the
offices set forth opposite his name above on May 3, 2016 and November 15, 2010, respectively.

Christopher H. Young is an Assistant Vice President of the Company and Chief Financial Officer of National. Prior
to being named National’s Chief Financial Officer in March of 2009, from 2001 to 2009, Mr. Young worked at
MBIA Insurance Corporation in a variety of Structured Finance positions and in Corporate Strategy. The Board of
Directors of MBIA Inc. and National Public Finance Guarantee Corporation appointed Mr. Young to the offices set
forth opposite his name above on February 13, 2018 and March 5, 2009, respectively.

Joseph R. Schachinger is the Company’s Controller. Prior to being named Controller in May of 2017, since 2009
Mr. Schachinger served as Deputy Controller. The Board of Directors of MBIA Inc. appointed Mr. Schachinger to
the office set forth opposite his name above on May 3, 2017.

Item 1A. Risk Factors

References in the risk factors to the “Company” are to MBIA Inc., together with its domestic and international
subsidiaries. References to “we,” “our” and “us” are to MBIA Inc. or the Company, as the context requires. Our
risk factors are grouped into categories and are presented in the following order: “Insured Portfolio Loss Related
Risk Factors”, “Legal, Regulatory and Other Risk Factors”, “Capital, Liquidity and Market Related Risk Factors”
and “MBIA Corp. Risk Factors.” Risk factors are generally listed in order of significance within each category.

Item 1A. Risk Factors (continued)

Insured Portfolio Loss Related Risk Factors

Some of the state, local and territorial governments and finance authorities and other providers of public
services, located in the U.S. or abroad, that issued public finance obligations we insured are experiencing
fiscal stress that could result in increased credit losses or impairments on those obligations.

Although the financial condition of many state, local and territorial governments and finance authorities that issued
the obligations we insured has improved since the financial crisis, some issuers continue to report fiscal stress that
has resulted in a significant increase in taxes and/or a reduction in spending or other measures in efforts to satisfy
their financial obligations. In particular, certain jurisdictions have significantly underfunded pension liabilities which
are placing additional stress on their finances and are particularly challenging to restructure either through
negotiation or under Chapter 9 of the United States Bankruptcy Code. If the issuers of the obligations in our public
finance portfolio are unable to raise taxes, or increase other revenues, cut spending, reduce liabilities, and/or receive
state or federal assistance, we may experience losses or impairments on those obligations, which could materially
and adversely affect our business, financial condition and results of operations. The financial stress experienced by
certain municipal issuers could result in the filing of Chapter 9 proceedings in states where municipal issuers are
permitted to seek bankruptcy protection. In these proceedings, which remain rare, the resolution of bondholder
claims (and by extension, those of bond insurers) may be subject to legal challenge by other creditors.

The Commonwealth of Puerto Rico and certain of its instrumentalities (“Puerto Rico”) are experiencing fiscal
stress and constrained liquidity due to, among other things, Puerto Rico’s structural budget imbalances, no
access to the capital markets, a prolonged stagnating local economy, net migration of people out of Puerto Rico
and high debt burdens. On June 30, 2016, after passage by the United States Congress, the President of the
United States signed into law the Puerto Rico Oversight, Management and Economic Stability Act (“PROMESA”).
PROMESA provides a statutory framework for the creation of an independent oversight board (“the “Oversight
Board”) with powers relating to, among other things, the development and implementation of fiscal plans for
Puerto Rico, as well as collective action and judicial processes—separate from the Federal Bankruptcy Code—by
which Puerto Rico may restructure its debt on a consensual or non-consensual basis.

In 2017, the Oversight Board certified and filed in the District Court of Puerto Rico bankruptcy like petitions under Title
III of PROMESA for the Commonwealth of Puerto Rico as well as certain of its instrumentalities, specifically, Puerto
Rico Sales Tax Financing Corporation (“COFINA”), Puerto Rico Electric Power Authority (“PREPA”) and Puerto Rico
Highway and Transportation Authority (“PRHTA”). On February 4, 2019, the District Court entered an order approving
the confirmation of the Plan of Adjustment for COFINA, including the settlement agreement between the
Commonwealth and COFINA. The effective date of the Plan was February 12, 2019. While National has entered into
a voluntary mediation process with the Oversight Board and Puerto Rico in connection with the GO Bonds and certain
other insured Puerto Rico credits, there can be no assurance that National will be able to avoid a non-voluntary
outcome in the Title III proceedings which could result in unanticipated losses to National which could be material.

On February 15, 2019, the United States Court of Appeals for the First Circuit issued its decision on the appeal by
Aurelius Investments LLC and other appellants seeking to dismiss the Title III proceedings as unconstitutional. In
its decision, the First Circuit agreed with appellants that the process PROMESA provides for the appointment of
Board member is unconstitutional under the U.S. Constitution’s Appointments Clause. Notwithstanding that
holding, the First Circuit affirmed Judge Swain’s denial of appellants’ motions to dismiss the Title III petitions,
concluding that the Board’s constitutional infirmity did not alter or impair the validity of the Board’s past acts, and
stayed its mandate for 90 days to allow the President and the Senate to validate the currently defective
appointments or reconstitute the Board in accordance with the Appointments Clause. During the 90-day stay, the
Board continues to operate as it does currently.

Item 1A. Risk Factors (continued)

Puerto Rico continues in its efforts to rebuild its infrastructure and to otherwise recover from the impact of
Hurricane Maria in 2017, aided in part by Federal Emergency Management Agency and other federal
agencies. The extent and duration of such aid is inherently uncertain. In 2018, as part of the Title III proceedings
under PROMESA, the Commonwealth of Puerto Rico submitted several draft fiscal plans to the Oversight Board,
each of which purported to reflect the government’s expected economic outlook for Puerto Rico over a five year
period after taking into account, among other factors: (i) the negative impact of Hurricane Maria, (ii) mitigating
impact of disaster relief assistance, (iii) changes to revenue and expense measures, and (iv) the impact of
structural reforms. On October 23, 2018, the Oversight Board voted to certify the most recent Commonwealth
fiscal plan, which reflects a $17.0 billion surplus over a six-year period assuming some levels of debt service. This
fiscal plan remains subject to further adjustment, however, and in any event, will ultimately be subjected to a
confirmation hearing at which the Court will be asked to approve a Plan of Adjustment addressing distributions for
each insured credit. The current plan, or any revisions thereto, can provide no assurance that National will fully
recover past amounts paid or future amounts that may be covered under our insurance policies. In addition, the
necessary and greater involvement of the federal government, through its actions to deliver disaster relief and
other support services, in addition to the evolving role of the Oversight Board and the role of Puerto Rico in its
own recovery, heightens political risk in connection with the restructuring of legacy debt. This risk could lead the
Oversight Board, the Commonwealth of Puerto Rico or the federal government to seek to extract greater
concessions from creditors based on the uncertainty of Puerto Rico’s long-term recovery prospects. In this event,
losses at National on select Puerto Rico exposures could increase materially.

As of December 31, 2018, National had $3.3 billion of gross insured par outstanding ($3.8 billion of gross insured
par outstanding when including accreted interest on insured capital appreciation bonds) related to Puerto Rico.
Puerto Rico may be unable or unwilling to pay their obligations as and when due, in which case National would be
required to pay claims of unpaid principal and interest when due under its insurance policies, which could be
material. Prior to Puerto Rico filing their Title III bankruptcy proceedings, National paid claims on defaulted Puerto
Rico debt in the amount of $197 million. Since that time, Puerto Rico defaulted on scheduled debt service for
National insured bonds and National paid gross claims in the aggregate of $494 million through 2018. On January 1,
2019, Puerto Rico also defaulted on scheduled debt service for National insured bonds and National paid gross
claims in the aggregate of $65 million. Inclusive of the January 1, 2019 claims, National has paid total gross claims
in the aggregate of $756 million related to Puerto Rico. While National will seek to recover any claim payments it
makes under its guarantees, there is no assurance that it will be able to do so or in the amounts reflected in its
financial statements. To the extent that its claims payments are ultimately substantially greater than its claims
recoveries, National would experience losses on those obligations, which could materially and adversely affect our
business, financial condition and results of operations. Refer to the “U.S. Public Finance Insurance Puerto Rico
Exposures” section in Part II, Item 7 of this Form 10-K for additional information on our Puerto Rico exposures.

Loss reserve estimates and credit impairments are subject to additional uncertainties and loss reserves
may not be adequate to cover potential claims.

Our insurance companies issued financial guarantee policies that insure the financial performance of the obligations
guaranteed over an extended period of time, in some cases over more than 30 years, and which are unconditional
and irrevocable. Under substantially all of our policies, we do not have a right to cancel the policy. We do not use
actuarial approaches that are customarily used by other types of insurance companies to determine our loss
reserves. The establishment of the appropriate level of loss reserves is an inherently uncertain process involving
numerous assumptions, estimates and subjective judgments by management, and therefore, there can be no
assurance that future net claims in our insured portfolio will not exceed our loss reserves. If our loss reserves are not
adequate to cover actual losses, our results of operations and financial condition could be materially adversely
affected. We use financial models to project future net claims on our insured portfolio, including insured credit
derivatives, and to establish loss reserves and estimate impairments and related recoveries. There can be no
assurance that the future loss projection and impairments based on these models will ultimately reflect the actual
losses and impairment and recovery that we experience. Additionally, small changes in the assumptions underlying
these estimates could significantly impact loss expectations. For example, our loss reserves are discounted to a net
present value reflecting our general obligation to pay claims over time and not on an accelerated basis. Risk-free
rates are used to discount our loss reserves under accounting principles generally accepted in the U.S., and the
yield-to-maturity of each insurer’s investment fixed-income portfolio (excluding cash and cash equivalents and other
investments not intended to defease long-term liabilities) as of year-end is used to discount each insurer’s loss
reserves under statutory accounting principles. Accordingly, changes in the risk-free rates or the yield in our
insurance companies’ fixed-income investment portfolios may materially impact loss reserves.

Item 1A. Risk Factors (continued)

Political and economic conditions in the United States, the Eurozone and elsewhere may materially
adversely affect our business and results of operations.

As a financial guarantee company, our insured exposures and our results of operations can be materially affected
by general political and economic conditions, both in the U.S. and around the world. General global unrest,
including without limitation the potential exit of the United Kingdom from the European Union, as well as fraud,
terrorism, catastrophic events, natural disasters, pandemics or similar events could disrupt the economy in the
U.S. and other countries where we have insured exposure or operate our businesses. In certain jurisdictions
outside the U.S. we face higher risks of governmental intervention through nationalization or expropriation of
assets, changes in regulation, an inability to enforce our rights in court or otherwise and corruption, which may
cause us to incur losses on the exposures we insure or reputational harm.

Budget deficits at all levels of government in the U.S., recessions, increases in corporate, municipal, sovereign,
sub-sovereign or consumer default rates and other general economic conditions may adversely impact the
performance of our insured portfolios and the Company’s investment portfolio. In addition, we are exposed to
correlation risk as a result of the possibility that multiple credits will experience losses as a result of any such
event or series of events, in particular exposures that are backed by revenues from business and personal travel,
such as aircraft securitizations and bonds backed by hotel taxes.

Financial modeling involves uncertainty over ultimate outcomes, which makes it difficult to estimate
liquidity, potential claims payments, loss reserves and fair values.

The Company uses third-party and internal financial models to estimate liquidity, potential claims payments, loss reserves
and fair values. We use internal financial models to conduct liquidity stress-scenario testing to ensure that we maintain
cash and liquid securities sufficient to meet our payment requirements. These measurements are performed on a legal
entity and operating segment basis. We also rely on financial models, generated internally and supplemented by models
generated by third parties, to estimate factors relating to the highly complex securities we insure, including future credit
performance of the underlying assets, and to evaluate structures, rights and our potential obligations over time. We also
use internal models for ongoing insurance portfolio monitoring and to estimate case basis loss reserves and, where
applicable, to report our obligations under our contracts at fair value. We may supplement such models with third-party
models or use third-party experts to consult with our internal modeling specialists. Both internal and external models are
subject to model risk and information risk, and there can be no assurance that the inputs into the models received from
third parties will be accurate or that the models themselves are accurate or comprehensive in estimating our liquidity,
potential future paid claims, related loss reserves and fair values or that they are similar to methodologies employed by
our competitors, counterparties or other market participants. Estimates of our claims payments, in particular, may
materially impact our liquidity position. We may make changes to our estimated claims payments, loss reserves or fair
value models from time to time. These changes could materially impact our financial results.

Our risk management policies and procedures may not adequately detect or prevent future losses.

We assess our risk management policies and procedures on a periodic basis. As a result of such assessment, we may
take steps to change our internal risk assessment capabilities and procedures, portfolio management policies, systems
and processes and our policies and procedures for monitoring and assessing the performance of our insured portfolio
in changing market conditions. There can be no assurance, however, that these steps will be adequate to avoid future
losses. In some cases, losses can be substantial, particularly if a loss occurs on a transaction in which we have a large
notional exposure or on a transaction structured with large, bullet-type maturities.

Legal, Regulatory and Other Risk Factors

Regulatory change could adversely affect our businesses, and regulations limit investors’ ability to affect
a takeover or business combination that shareholders might consider in their best interests.

The financial guarantee insurance industry has historically been and will continue to be subject to the direct and
indirect effects of governmental regulation, including insurance laws, securities laws, tax laws, legal precedents
and accounting rules affecting asset-backed and municipal obligations, as well as changes in those laws. Also,
the failure to comply with applicable laws and regulations could expose our insurance companies, their directors
or shareholders to fines, the loss of their insurance licenses, and the inability to engage in certain business
activity, as the case may be. These laws also limit investors’ ability to affect a takeover or business combination
without the approval of our insurance regulators.

Item 1A. Risk Factors (continued)

Changes to laws and regulations, or the interpretation thereof could subject our insurance companies to
increased loss reserves and capital requirements or more stringent regulation generally, which could materially
adversely affect our financial condition and results of operations. Finally, changes to accounting standards and
regulations may require modifications to our accounting methodology, both prospectively and for prior periods;
such changes could have an adverse impact on our reported financial results and/or make it more difficult for
investors to understand the economics of our business and may thus influence the types or volume of business
that we may choose to pursue.

Our insurance companies could become subject to regulatory action.

Our insurance companies are subject to various statutory and regulatory restrictions that require them to maintain
qualifying investments to support their reserves and required minimum surplus. Furthermore, our insurance
companies may be restricted from making commutation or other payments if doing so would cause them to fail to
meet such requirements, and the NYSDFS may impose other remedial actions on us as described further below
to the extent our insurance companies do not meet such requirements.

Under the NYIL, the Superintendent of Financial Services (the “Superintendent”) may apply for an order directing
the rehabilitation or liquidation of a domestic insurance company under certain circumstances, including upon the
insolvency of the company, if the company has willfully violated its charter or the NYIL, or if the company is found,
after examination, to be in such condition that further transaction of business would be hazardous to its
policyholders, creditors or the public. The Superintendent may also suspend an insurer’s license, restrict its
license authority, or limit the amount of premiums written in New York if, after a hearing, the Superintendent
determines that the insurer’s surplus to policyholders is not adequate in relation to its outstanding liabilities or
financial needs. If the Superintendent were to take any such action, it could result in the reduction or elimination of
the payment of dividends to MBIA Inc.

In addition to the Superintendent’s authority to commence a rehabilitation or liquidation proceeding, if the
Superintendent finds that the liabilities of MBIA Insurance Corporation exceed its admitted assets, the
Superintendent could use its authority under Section 1310 of the NYIL to order MBIA Insurance Corporation to
cease making claims payments (a “1310 Order”). Continuing elevated loss payments and delay or failure in
realizing expected recoveries as well as certain other factors may materially and adversely affect MBIA Insurance
Corporation’s liquidity and its ability to timely meet its insurance obligations, and could cause the NYSDFS to put
MBIA Insurance Corporation into a rehabilitation or liquidation proceeding, or issue a 1310 Order, if it does not
believe MBIA Insurance Corporation will be able to pay expected claims. See Risk Factor “An MBIA Insurance
Corporation rehabilitation or liquidation proceeding could accelerate certain of the Company’s other obligations
and have other adverse consequences” under “MBIA Corp. Risk Factors” for the potential impacts of an MBIA
Insurance Corporation rehabilitation or liquidation proceeding, or a 1310 Order.

We depend heavily on our information technology and other operational systems and on the integrity and
timeliness of data we use to run our businesses. These systems may fail to operate properly or become disabled
as a result of events or circumstances wholly or partly beyond our control. Further, we face the risk of operational
and technology failures by others, including various financial intermediaries, vendors and parties to which we
outsource the provision of services or business operations. If this risk is realized, we may experience operational
difficulties, increased costs and other adverse effects on our business.

Despite our implementation of a variety of security measures, our information technology and other systems could
be subject to physical or electronic break-ins, unauthorized tampering or other security breaches, resulting in a
failure to maintain the security, confidentiality or privacy of sensitive data.

Interruption in information technology and other operational systems, or a failure to maintain the security,
confidentiality or privacy of sensitive data residing on such systems, whether due to actions by us or others, could
delay or disrupt our ability to do business, harm our reputation, subject us to regulatory sanctions and other
claims, lead to a loss of revenues and/or otherwise adversely affect our business.

Item 1A. Risk Factors (continued)

Private litigation claims could materially adversely affect our reputation, business, results of operations
and financial condition.

As further set forth in “Note 20: Commitments and Contingencies” in the Notes to Consolidated Financial
Statements of MBIA Inc. and Subsidiaries in Part II, Item 8 of this Form 10-K, the Company and/or its subsidiaries
are named as defendants in certain litigations, and in the ordinary course of business, may be a defendant in or
party to a new or threatened legal action. Although the Company intends to vigorously defend against any current
or future action, there can be no assurance that it will prevail in any such action, and any adverse ultimate
outcome could result in a loss and/or have a material adverse effect on our reputation, business, results of
operations or financial condition.

The Company is dependent on key executives and the loss of any of these executives, or its inability to
retain other key personnel, could adversely affect its business.

The Company’s success substantially depends upon its ability to attract and retain qualified employees and upon
the ability of its senior management and other key employees to implement its business strategy. The Company
believes there are only a limited number of available qualified executives in the business lines in which the
Company operates. The Company relies substantially upon the services of William C. Fallon, Chief Executive
Officer, and other senior executives. There is no assurance that the Company will be able to retain the services of
key executives. While the Company has a succession plan for key executives and does not expect the departure
of any key executives to have a material adverse effect on its operations, there can be no assurance that the loss
of the services of any of these individuals or other key members of the Company’s management team would not
adversely affect the implementation of its business strategy.

An ownership change under Section 382 of the Internal Revenue Code could have materially adverse tax
consequences.

In connection with transactions in our shares from time to time, we may in the future experience an “ownership
change” within the meaning of Section 382 of the Internal Revenue Code. In general terms, an ownership change
may result from transactions increasing the aggregate ownership of certain stockholders in our stock by more
than 50 percentage points over a testing period (generally three years). If an ownership change were to occur, our
ability to use certain tax attributes, including certain losses, credits, deductions or tax basis, may be limited. On
May 2, 2018, MBIA Inc.’s shareholders ratified an amendment to the Company’s By-Laws, which had been
adopted earlier by MBIA Inc.’s Board of Directors. The amendment places restrictions on certain acquisitions of
Company stock that otherwise may have increased the likelihood of an ownership change within the meaning of
Section 382. The amendment generally prohibits a person from becoming a “Section 382 five-percent
shareholder” by acquiring, directly or by attribution, 5% or more of the outstanding shares of the Company’s
common stock and will generally restrict existing “Section 382 five-percent shareholders” from increasing their
ownership interest under Section 382 by more than one percentage point over their percentage stock ownership
immediately prior to the effective date of the amendment or, if lower, their percentage thereafter. Nevertheless,
there can be no assurance that MBIA Inc. will not undergo an ownership change at a time when these limitations
could have a materially adverse effect on the Company’s financial condition.

Changes in U.S. federal income tax law could materially adversely affect the value of the Company’s net
deferred tax asset.

MBIA Inc. carries a net deferred tax asset whose value is calculated by application of the federal corporate
taxation rates in effect at the time of determination. Changes in applicable U.S. tax laws and regulations, or their
interpretation and application, including the possibility of retroactive effect, could affect our net deferred tax asset.
As a result of the Company having established a full valuation allowance against its net deferred tax asset in
2017, any adjustment to the Company’s net deferred tax asset, will likely result in a corresponding change to the
Company’s valuation allowance, resulting in no impact to the Company’s balance sheet or income statement.

Item 1A. Risk Factors (continued)

Ineffective internal controls, including internal control over financial reporting, could materially and
adversely affect our business, financial condition, results of operations and reputation.

We cannot be certain that we will not identify control deficiencies or material weaknesses in the future. If we fail to
remediate a material weakness or fail to otherwise maintain effective internal control over financial reporting in the
future, such failure could result in a material misstatement of our annual or quarterly financial statements that
would not be prevented or detected on a timely basis and which could cause investors and other users to lose
confidence in our financial statements, limit our ability to raise capital and have a negative effect on the trading
price of our common stock. Additionally, failure to remediate a material weakness or otherwise failing to maintain
effective internal control over financial reporting may materially and adversely affect our business, financial
condition, results of operations and reputation, and could impair our ability to timely file our periodic reports with
the SEC, subject us to litigation and regulatory actions and cause us to incur substantial additional costs in future
periods relating to the implementation of remedial measures.

As of and for the year ended December 31, 2018, we have identified a material weakness in the process used to
estimate our loss reserves and recoveries related to residential mortgage-backed securities (“RMBS”) insured by MBIA
Insurance Corporation. Remediation of this material weakness is still in process, and although the Company plans to
complete this remediation process as quickly as possible, it cannot at this time estimate when the remediation will be
completed. This control deficiency did not result in a material misstatement of our consolidated financial statements in
this or any prior filed Annual Report on Form 10-K or quarterly report on Form 10-Q, and the Company’s independent
auditor has issued an unqualified opinion on the financial statements included in this Form 10-K. See Part II, Item 9A,
Controls and Procedures in this Annual Report on Form 10-K for a discussion of the material weakness.

Any failure or delay in the remediation of the material weakness could result in material misstatements of
accounts or disclosures related to our loss and loss adjustment expense reserves, insurance loss recoverable,
losses and loss adjustment expenses and related financial disclosures in future periods that would result in a
material misstatement of our annual or interim consolidated financial statements that would not be prevented or
detected, and there can be no assurance that we will be successful in avoiding such failure or delay.

Capital, Liquidity and Market Related Risk Factors

We are a holding company and rely to a significant degree on cash flow from our principal operating
subsidiary. A disruption in these cash flows or an inability to access third-party capital could materially and
adversely affect our business, operating results and financial condition and ultimately adversely affect liquidity.

As a holding company, MBIA Inc. is largely dependent on dividends and payments under our tax sharing
agreement from one or more of its operating subsidiaries to pay principal and interest on our indebtedness and
operating expenses, among other items. We expect that for the foreseeable future National will be the primary
source of dividends and tax sharing agreement payments. National is subject to various statutory and regulatory
restrictions, applicable to insurance companies generally, that limit the amount of cash dividends, loans and
advances that it may pay. See “New York State Dividend Limitations” in Part 1, Item 1 and “Note 14: Insurance
Regulations and Dividends” in the Notes to Consolidated Financial Statements of MBIA Inc. and Subsidiaries in
Part II, Item 8 of this Form 10-K for a further discussion of dividends.

We may also from time to time seek to raise capital from external sources. The Company’s access to external sources
of financing, as well as the cost of such financing would be influenced by various factors, which could include (i) the
long-term debt ratings of the Company, (ii) expected dividends from our subsidiaries, (iii) the financial condition and
business prospects of our insurance companies and (iv) the perceptions of the financial strength of MBIA Inc. and our
insurance companies. There can be no assurance that an inability to obtain adequate capital on favorable terms, or at
all, would not adversely affect our business, operating results and financial condition.

Consequently, our inability to maintain access to capital on favorable terms could have an adverse impact on our
ability to pay losses and debt obligations, to pay dividends on our capital stock, to pay principal and interest on our
indebtedness, to pay our operating expenses and to make capital investments in our subsidiaries. In addition, future
capital raises for equity or equity-linked securities could result in dilution to the Company’s shareholders. In addition,
some securities that the Company could issue, such as preferred stock or securities issued by the Company’s
operating subsidiaries may have rights, preferences and privileges that are senior to those of its common shares.

Item 1A. Risk Factors (continued)

MBIA Inc. has substantial indebtedness, and may incur additional indebtedness, which could adversely
affect our financial condition, and/or our ability to obtain financing in the future, react to changes in our
business and/or satisfy our obligations.

As of December 31, 2018, MBIA Inc. had $722 million of medium-term note liabilities, $577 million of Senior
Notes liabilities and $311 million of investment agreement liabilities. Our substantial indebtedness and other
liabilities could have material consequences because:

(cid:129)

we may be unable to obtain additional financing, should such a need arise, which may limit our ability to
satisfy obligations with respect to our debt;

a large portion of MBIA Inc.’s financial resources must be dedicated to the payment of principal and
interest on our debt, thereby reducing the funds available to use for other purposes;

it may be more difficult for us to satisfy our obligations to our creditors, resulting in possible defaults on,
and acceleration of, such debt;

we may be more vulnerable to general adverse economic and industry conditions;

our ability to refinance debt may be limited or the associated costs may increase;

our flexibility to adjust to changing market conditions could be limited, and

we are exposed to the risk of fluctuations in interest rates and foreign currency exchange rates because
a portion of our liabilities are at variable rates of interest or denominated in foreign currencies.

Adverse developments in the credit markets may materially and adversely affect MBIA Inc.’s ability to
post collateral and meet other liquidity needs.

Currently, a significant portion of the cash and securities of MBIA Inc. are pledged against investment agreement
liabilities, intercompany financing arrangements and derivatives, which limit its ability to raise liquidity through
asset sales. If the market value or rating eligibility of the assets which are pledged against MBIA Inc.’s obligations
were to decline, we would be required to pledge additional eligible assets in order to meet minimum required
collateral amounts against these liabilities. In such an event, we may sell assets, potentially with substantial
losses, finance unencumbered assets through intercompany facilities, or use free cash or other assets, although
there can be no assurance that these strategies will be available or adequate to meet liquidity requirements.

The level of interest rates and foreign currency exchange rates could materially and adversely affect our
financial condition.

Increases in prevailing interest rate levels can adversely affect the value of our investment portfolios and, therefore,
our financial condition. In the event that investments must be sold in order to make payments on insured exposures
or other liabilities, such investments would likely be sold at discounted prices. Increases in interest rates also
adversely affect the values of investments collateralizing our investment agreement liabilities in our corporate
operations, which would require the Company to post additional collateral to its counterparties. Additionally, in the
insurance operations, increasing interest rates could lead to increased credit stress on transactions in our insured
portfolio, while a decline in interest rates could result in larger loss reserves on a present value basis.

Lower interest rates can result in lower net interest income since a substantial amount of assets are now held in
cash and cash equivalents given the increased focus on liquidity. Lower interest rates would also adversely
impact the value of our interest rate swap contracts in our corporate operations, and would require the Company
to post additional collateral to its counterparties.

Further, a number of our interest rate swap contracts and financial investments are indexed to LIBOR, and the
assets or liabilities related to the insured credit transactions may be indexed to LIBOR, as the applicable
reference rate. In July 2017, The U.K. Financial Conduct Authority announced that after 2021, it will no longer
persuade or require banks to submit rates for LIBOR. This announcement, among other developments, has
resulted in uncertainty about the future of LIBOR, and the potential or actual discontinuance of LIBOR as a
benchmark rate may adversely affect the value of, return on and trading market for our financial assets and
liabilities that are based on or are linked to LIBOR. Furthermore, there can be no assurance that we and other
market participants will be adequately prepared for an actual discontinuation of LIBOR which could have an
unpredictable impact on contractual mechanics that could also produce an adverse economic impact.

Item 1A. Risk Factors (continued)

In addition, the Company is exposed to foreign currency exchange rate fluctuation risk in respect of assets and
liabilities denominated in currencies other than U.S. dollars. In addition to insured liabilities denominated in foreign
currencies, some of the remaining liabilities in our corporate segment are denominated in currencies other than
U.S. dollars and the assets of our corporate segment are predominantly denominated in U.S. dollars. Accordingly,
the weakening of the U.S. dollar versus foreign currencies could substantially increase our potential obligations
and statutory capital exposure. Conversely, the Company makes investments denominated in a foreign currency
and the weakening of the foreign currency versus the U.S. dollar will diminish the value of such non-U.S. dollar
denominated asset. Exchange rates have fluctuated significantly in recent periods and may continue to do so in
the future, which could adversely impact the Company’s financial position, results of operations and cash flows.

MBIA Corp. Risk Factors

As described further and for the reasons stated herein, we believe that MBIA Corp. will not provide significant economic
or shareholder value to MBIA Inc. For additional information on MBIA Corp., refer to “Results of Operations—
International and Structured Finance Insurance” in Part II, Item 7 of this Form 10-K. Additionally, also as described
further herein, given the separation of MBIA Inc. and MBIA Corp. as distinct legal entities, the absence of any cross
defaults between the entities, and the lack of reliance by MBIA Inc. on MBIA Corp. for the receipt of dividends, we do
not believe that a rehabilitation or liquidation proceeding of MBIA Insurance Corporation by the NYSDFS would have
any significant long-term impact on the financial condition or liquidity of MBIA Inc. However, there can be no assurance
that the financial condition or a rehabilitation or liquidation proceeding of MBIA Insurance Corporation would not have
an adverse impact on MBIA Inc. The risk factors described below with respect to MBIA Corp. are set forth for that
reason, as well as for an independent understanding of the risks to MBIA Corp.

Continuing elevated loss payments and delay or failure in realizing expected recoveries on insured
transactions may materially and adversely affect MBIA Insurance Corporation’s statutory capital and its
ability to meet liquidity needs and could cause the NYSDFS to put MBIA Insurance Corporation into a
rehabilitation or liquidation proceeding if the NYSDFS concludes that MBIA Insurance Corporation will
not be able to pay expected claims.

MBIA Insurance Corporation is particularly sensitive to the risk that it will not have sufficient capital or liquid
resources to meet contractual payment obligations when due or to make settlement payments in order to
terminate insured exposures to avoid losses. While management’s expected liquidity and capital forecasts for
MBIA Insurance Corporation reflect adequate resources to pay expected claims, there are risks to the capital and
liquidity forecasts as MBIA Insurance Corporation’s remaining insured exposures and its expected salvage
recoveries are potentially volatile. Such volatility exists in the amount of excess spread and put-back recoverable
that MBIA Insurance Corporation may collect, its ability to recover the approximately $919 million in aggregate
claims it paid in respect of the insured notes issued by Zohar CDO 2003-1, Limited and Zohar II 2005-1 CDO
(collectively, the “Zohar Claims Payments”), and the exposure in its remaining insured portfolio, which could
deteriorate and result in significant additional loss reserves and claim payments, including claims on insured
exposures that in some cases may require large bullet payments.

MBIA Insurance Corporation has also entered into a financing facility, which is described in more detail under the
“Liquidity—MBIA Corp. Liquidity” section in Part II, Item 7 of this Form 10-K (the “Facility”), with affiliates of certain
holders of its 14% Fixed-to-Floating Rate Surplus Notes (collectively, the “Senior Lenders”), and with the
Company, pursuant to which the Senior Lenders have provided $325 million of senior financing and the Company
has provided $38 million of subordinated financing.

MBIA Insurance Corporation believes that the primary source of funds for the repayment of its obligations under
the Facility and for reimbursement for the Zohar Claims Payments will come from the liquidation or refinancing of
the loans made to, and equity interests in, companies purportedly controlled by the sponsor and former collateral
manager of the Zohar CDOs referenced above (collectively, the “Zohar Collateral”).

While MBIA Insurance Corporation believes there will be sufficient recoveries on the Zohar Collateral to both repay
amounts due under the Facility and to substantially reimburse it for the Zohar Claims Payments, there is significant
uncertainty with respect to the realizable value of the Zohar Collateral. If the amount of recoveries on the Zohar
Collateral is not sufficient to repay amounts due under the Facility on or before its maturity date and to reimburse
MBIA Insurance Corporation for a substantial portion of the Zohar Claims Payments, MBIA Insurance Corporation
would likely incur substantial additional losses, which could materially impair its statutory capital and liquidity.

Item 1A. Risk Factors (continued)

MBIA Insurance Corporation believes that if the NYSDFS concludes at any time that MBIA Insurance Corporation
will not be able to satisfy its obligations under the Facility and under its other issued policies, the NYSDFS would
likely put MBIA Insurance Corporation into a rehabilitation or liquidation proceeding under Article 74 of the NYIL
and/or take such other actions as the NYSDFS may deem necessary to protect the interests of MBIA Insurance
Corporation’s policyholders. The determination to commence such a proceeding or take other such actions is
within the exclusive control of the NYSDFS. The NYSDFS enjoys broad discretion in this regard, and any
determination they may make would not be limited to consideration of the matters described above. As noted,
however, given the separation of MBIA Inc. and MBIA Corp. as distinct legal entities, the absence of any cross
defaults between the entities, and the lack of reliance by MBIA Inc. on MBIA Corp. for the receipt of dividends, we
do not believe that a rehabilitation or liquidation proceeding of MBIA Insurance Corporation by the NYSDFS would
have any significant long-term liquidity impact on MBIA Inc.

MBIA Corp. insures certain transactions that continue to perform poorly and increased losses or a delay
or failure in collecting expected recoveries may materially and adversely affect its financial condition and
results of operations.

MBIA Corp. insures certain structured finance transactions that remain volatile and could result in additional
losses, which could be substantial. MBIA Corp. has also recorded significant loss reserves on its RMBS, CMBS
and CDO exposures, and there can be no assurance that these reserves will be sufficient, in particular if the
economy deteriorates. These transactions are also subject to servicer risks, which relates to problems with the
transaction’s servicer that could adversely affect performance of the underlying assets. Furthermore, MBIA Corp.
has recorded substantial expected recoveries on certain RMBS, and the timing and amount of those recoveries
are subject to risk. Any delay or failure in collecting expected recoveries may materially and adversely affect MBIA
Corp.’s financial condition and results of operations. As of December 31, 2018, it recorded expected receipts of
$150 million on a pre-VIE elimination basis (on a present value basis) from excess spread (the difference
between interest inflows on assets and interest outflows on liabilities) in our RMBS transactions, in reimbursement
of our past and future expected claims. Of this amount, $148 million is included in “Insurance loss recoverable”
and $2 million is included in “Loss and loss adjustment expense reserves” on the Company’s consolidated
balance sheets. The amount of excess spread depends on future interest rates and borrower refinancing and
defaults. There can be no assurance that this recovery will be received in its entirety or in the expected timeframe.
In addition, the Company has recorded a recovery on a transaction containing ineligible loans securitized by
Credit Suisse. The Company is pursuing recovery of its losses on this transaction in a litigation in which its
assessment of the ineligibility of individual mortgage loans has been challenged by Credit Suisse, and there is no
assurance that the Company’s determinations will prevail, or that the Company will be successful in collecting its
estimated recoveries in the anticipated timeframe. The litigation may take several years to resolve, during which
time we will continue to be required to pay losses on the subject transaction, which may exceed the reserves
established for the transaction.

An MBIA Insurance Corporation rehabilitation or liquidation proceeding could accelerate certain of the
Company’s other obligations and have other adverse consequences.

As noted above, MBIA Insurance Corporation continues to face a number of significant risks and contingencies,
which could, if realized, result in MBIA Insurance Corporation being placed into a rehabilitation or liquidation
proceeding by the NYSDFS. In the event of an MBIA Insurance Corporation rehabilitation or liquidation
proceeding, the Company may be subject to, among other things, the following:

(cid:129) MTNs issued by GFL, which are insured by MBIA Insurance Corporation, would accelerate. To the

extent GFL failed to pay the accelerated amounts under the GFL MTNs, the MTN holders would have
policy claims against MBIA Insurance Corporation for scheduled payments of interest and principal;

(cid:129)

An MBIA Insurance Corporation proceeding may accelerate certain investment agreements issued by
MBIA Inc., including, in some cases, with make-whole payments. While the investment agreements are
fully collateralized with high quality collateral, the settlements of these amounts could reduce MBIA Inc.’s
liquidity resources, and to the extent MBIA Inc. fails to pay the accelerated amounts under these
investment agreements or the collateral securing these investment agreements is deemed insufficient to
pay the accelerated amounts due, the holders of the investment agreements would have policy claims
against MBIA Insurance Corporation;

Item 1A. Risk Factors (continued)

(cid:129)

The payment of installment premiums due to National from MBIA Insurance Corporation under the
reinsurance agreement between National and MBIA Insurance Corporation (Refer to Item 1, “Our
Insurance Operations”, “Reinsurance” for a description of the agreement) could be disrupted, delayed or
subordinated to the claims of policyholders of MBIA Insurance Corporation;

CDS and other derivative counterparties may seek to terminate derivative contracts insured by MBIA
Insurance Corporation and make market-based damage claims (irrespective of whether actual credit-
related losses are expected under the underlying exposure);

The rehabilitator or liquidator would replace the Board of Directors of MBIA Insurance Corporation and
take control of the operations and assets of MBIA Insurance Corporation, which would result in the
Company losing control of MBIA Insurance Corporation and possible changes to MBIA Insurance
Corporation’s strategies and management; and

Unplanned costs on MBIA Inc., as well as significant additional expenses for MBIA Insurance
Corporation arising from the appointment of a rehabilitator or liquidator, as receiver, and payment of the
fees and expenses of the advisors to such rehabilitator or liquidator.

Revenues and liquidity would be adversely impacted by a decline in realization of installment premiums.

Due to the installment nature of a significant percentage of its premium income, MBIA Corp. has an embedded
future revenue stream. The amount of installment premiums actually realized by MBIA Corp. could be reduced in
the future due to factors such as early termination of insurance contracts, accelerated prepayments of underlying
obligations, commutation of existing financial guarantee insurance policies or non-payment. Such a reduction
would result in lower revenues and reduced liquidity.

Item 1B. Unresolved Staff Comments

The Company from time to time receives written comments from the staff of the SEC regarding its periodic or
current reports under the Securities Exchange Act of 1934, as amended. There are no comments that remain
unresolved that the Company received more than 180 days before the end of the year to which this report relates.

Item 2. Properties

The Company maintains office space located in Purchase, New York, in which the Company, National, MBIA
Corp., and MBIA Services Corporation have their headquarters. The Company also leases office space in New
York, New York; San Francisco, California; and Mexico City, Mexico. The Company generally believes that these
facilities are adequate and suitable for its current needs.

Item 3. Legal Proceedings

For a discussion of the Company’s litigation and related matters, see “Note 20: Commitments and Contingencies”
in the Notes to Consolidated Financial Statements of MBIA Inc. and Subsidiaries in Part II, Item 8. In the normal
course of operating its businesses, MBIA Inc. may be involved in various legal proceedings. As a courtesy, the
Company posts on its website under the section “Legal Proceedings,” selected information and documents in
reference to selected legal proceedings in which the Company is the plaintiff or the defendant. The Company will
not necessarily post all documents for each proceeding and undertakes no obligation to revise or update them to
reflect changes in events or expectations. The complete official court docket can be publicly accessed by
contacting the clerk’s office of the respective court where each litigation is pending.

Item 4. Mine Safety Disclosures

Not applicable.

Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

Equity Securities

The Company’s common stock is listed on the New York Stock Exchange under the symbol “MBI.” As of
February 21, 2019, there were 307 shareholders of record of the Company’s common stock. The Company did
not pay cash dividends on its common stock during 2018 or 2017. For information on the ability for certain
subsidiaries of the Company to transfer funds to the Company in the form of cash dividends or otherwise, refer to
“Item 1. Business—Insurance Regulation” in this annual report.

Repurchases of common stock may be made from time to time in the open market or in private transactions as
permitted by securities laws and other legal requirements. We believe that share repurchases can be an
appropriate deployment of capital in excess of amounts needed to support our liquidity and maintain the claims-
paying ratings of MBIA Corp. and National as well as other business needs.

On June 27, 2017, the Company’s Board of Directors authorized the repurchase by the Company or National of
up to $250 million of its outstanding shares under a new share repurchase authorization. This program replaced
the approximately $13 million remaining under the Board’s February 23, 2016 authorization. As of December 31,
2017, there was no remaining authorized capacity under the June 27, 2017 repurchase program.

On November 3, 2017, the Company’s Board of Directors authorized the repurchase by the Company or National
of up to $250 million of its outstanding shares under a new share repurchase authorization. During 2018,
5.8 million shares were repurchased at a cost of approximately $48 million and an average price of $8.21 under
the November 3, 2017 repurchase program.

The table below presents repurchases made by the Company or National in each month during the fourth quarter
of 2018. See “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters” in Part III for a further discussion of securities authorized for issuance under long-term
incentive plans.

Month

October
November
December

Total Number
of Shares
Purchased(1)

117
168,340
3,712,775

Average
Price
Paid Per
Share

9.91
9.01
8.69

Total Number of
Shares
Purchased as
Part of Publicly
Announced Plan

Maximum Amount That
May Be Purchased Under
the Plan (in millions)

—

168,215
3,712,641

236
234
202

(1)—Includes 117 shares in October, 125 shares in November and 134 shares in December purchased in open market transactions as
investments in the Company’s non-qualified deferred compensation plan.

As of December 31, 2018, 283,625,689 shares of Common Stock of the Company, par value $1 per share, were
issued and 89,821,713 shares were outstanding.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

Equity Securities (continued)

Stock Performance Graph The following graph compares the cumulative total shareholder return (rounded to
the nearest whole dollar) of our common stock, the S&P 500 Index (“S&P 500 Index”) and the S&P 500 Financials
Sector Index (“S&P Financials Index”) for the last five fiscal years. The graph assumes a $100 investment at the
closing price on December 31, 2013 and reinvestment of dividends in the security/index on the respective
dividend payment dates without commissions. This graph does not forecast future performance of our common
stock.

Total Return
MBIA Inc. vs. S&P 500 Index vs.
S&P Financials Index

$200

$175

$150

$125

$100

$75

$50

$25

2013

2014

2015

2016

2017

2018

MBIA Inc. Common Stock

S&P 500 Index

S&P Financials Index

MBIA Inc. Common Stock
S&P 500 Index
S&P Financials Index

Source: Bloomberg Finance L.P.

2013

2014

2015

2016

2017

2018

100.00
100.00
100.00

79.90
113.68
115.18

54.27
115.24
113.38

89.61
129.02
139.17

61.31
157.17
169.98

74.71
150.27
147.82

Item 6. Selected Financial Data

In millions except per share amounts

2018

2017

2016

2015

2014

Summary Statement of Operations Data:

Premiums earned
Net investment income
Net change in fair value of insured derivatives
Net gains (losses) on financial instruments at fair

value and foreign exchange

Net investment losses related to other-than-

temporary impairments

Other net realized gains (losses)
Revenues of consolidated variable interest entities
Total revenues
Losses and loss adjustment
Operating
Interest
Expenses of consolidated variable interest entities
Total expenses
Income (loss) before income taxes
Net income (loss)
Net income (loss) per common share:

162 $
130
(25)

201 $
154
(51)

300 $
152
(19)

372 $
152
129

(17)

(24)

(5)
—
(111)
162
63
71
206
98
458
(296)
(296)

(106)
31
185
433
683
106
197
85
1,094
(661)
(1,605)

(5)
(282)
31
294
220
137
197
39
633
(339)
(338)

(13)
17
128
853
123
140
199
52
564
289
180

397
179
459

(15)
28
101
1,270
133
195
210
47
629
641
569

Basic
Diluted

$ (3.33) $ (13.50) $ (2.54) $
$ (3.33) $ (13.50) $ (2.54) $

1.06 $
1.06 $

2.94
2.76

Summary Balance Sheet Data:

Investments and cash and cash equivalents
Total assets of consolidated variable interest entities
Total assets
Unearned premium revenue
Loss and loss adjustment expense reserves
Long-term debt
Medium-term notes
Investment agreements
Derivative liabilities
Total liabilities of consolidated variable interest

entities
Total equity
Book value per share

Insurance Statistical Data:
Debt service outstanding
Gross par amount outstanding

4,294
1,726
8,076
587
934
2,249
722
311
199

4,777
3,215
9,095
752
979
2,121
765
337
262

5,796
2,672
11,137
958
541
1,986
895
399
299

6,814
5,378
14,836
1,591
516
1,889
1,016
462
314

7,559
5,041
16,263
1,986
506
1,789
1,201
547
437

1,744
1,132

4,804
3,950
$ 12.46 $ 15.44 $ 23.87 $ 24.61 $ 20.47

2,289
1,425

5,096
3,741

2,241
3,239

$128,069 $154,945 $235,899 $326,612 $437,778
277,481
141,225

202,661

69,761

87,031

Item 6. Selected Financial Data (continued)

Quarterly Financial Information (unaudited):

In millions except per share amounts

First

Second

Third

Fourth

Full Year(1)

2018

Premiums earned
Net investment income
Net change in fair value of insured derivatives
Net gains (losses) on financial instruments at fair value and

foreign exchange

Net investment losses related to other-than-temporary

impairments

Basic
Diluted

(1)—May not cross-foot due to rounding.

In millions except per share amounts

Premiums earned
Net investment income
Net change in fair value of insured derivatives
Net gains (losses) on financial instruments at fair value and

foreign exchange

Net investment losses related to other-than-temporary

impairments

Basic
Diluted

(1)—May not cross-foot due to rounding.

40 $
31
(5)

36 $
34
(7)

62 $
31
(1)

24 $
34
(12)

(9)

(1)
(1)
12
73
72
20
51
22
169
(96)
(98)

(35)

(1)
—
(72)
12
59
19
52
24
158
(146)
(146)

(1)
1
(12)
105
46
18
52
25
150
(45)
(45)

(2)
—
(39)
(28)
(114)
14
51
27
(19)
(9)
(7)

162
130
(25)

(17)

(5)
—
(111)
162
63
71
206
98
458
(296)
(296)

$(1.12) $(1.64) $(0.50) $(0.08) $ (3.33)
$(1.12) $(1.64) $(0.50) $(0.08) $ (3.33)

First

Second

2017

Third

Fourth

Full Year(1)

49 $
52
(53)

44 $
37
3

53 $
33
(1)

55 $
32
—

(61)

(11)

(2)
3
1
77
94
29
48
19
197
(120)
(72)

(11)
34
20
72
170
32
50
22
282
(210)
(1,229)

(71)
(1)
29
33
205
21
50
22
306
(273)
(267)

(22)
(5)
135
251
214
24
49
22
309
(58)
(37)

201
154
(51)

(24)

(106)
31
185
433
683
106
197
85
1,094
(661)
(1,605)

$(0.55) $ (9.78) $(2.17) $(0.39) $ (13.50)
$(0.55) $ (9.78) $(2.17) $(0.39) $ (13.50)

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of financial condition and results of operations of MBIA Inc. should be read
in conjunction with the consolidated financial statements and notes thereto included in this Form 10-K. In addition,
this discussion and analysis of financial condition and results of operations includes statements of the opinion of
MBIA Inc.’s management which may be forward-looking statements made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from historical earnings and those presently
anticipated or projected. Refer to “Forward-Looking Statements” and “Risk Factors” in Part I, Item 1A of this Form
10-K for a further discussion of risks and uncertainties.

INTRODUCTION

MBIA Inc., together with its consolidated subsidiaries, (collectively, “MBIA”, the “Company”, “we”, “us”, or “our”)
operates within the financial guarantee insurance industry. MBIA manages its business within three operating
segments: 1) United States (“U.S.”) public finance insurance; 2) corporate; and 3) international and structured finance
insurance. Our U.S. public finance insurance portfolio is managed through National Public Finance Guarantee
Corporation (“National”), our corporate segment is managed through MBIA Inc. and several of its subsidiaries,
including our service company, MBIA Services Corporation (“MBIA Services”) and our international and structured
finance insurance business is primarily managed through MBIA Insurance Corporation and its subsidiaries (“MBIA
Corp.”). Effective on January 10, 2017, MBIA Corp.’s wholly-owned subsidiary, MBIA UK (Holdings) Limited (“MBIA
UK Holdings”), sold its operating subsidiary, MBIA UK Insurance Limited (“MBIA UK”), to Assured Guaranty Corp.
(“Assured”), a subsidiary of Assured Guaranty Ltd. References to MBIA Inc. generally refer to activities within our
corporate segment and, unless otherwise indicated or the context otherwise requires, references to “MBIA Corp.” are
(i) for any references relating to the period ended January 10, 2017, to MBIA Insurance Corporation, together with its
subsidiaries, MBIA UK, and MBIA Mexico S.A. de C.V (“MBIA Mexico”) and (ii) for any references relating to the
period after January 10, 2017, to MBIA Insurance Corporation together with MBIA Mexico.

National’s primary objective is to maximize the economics of our existing insured portfolio through effective
surveillance and remediation activity and by managing its investment portfolio. Our corporate segment consists of
general corporate activities, including providing support services to MBIA’s operating subsidiaries and asset and
capital management. MBIA Corp.’s primary objectives are to satisfy all claims by its policyholders and to
maximize future recoveries, if any, for its senior lending and surplus note holders, and then its preferred stock
holders. MBIA Corp. is executing this strategy by, among other things, pursuing various actions focused on
maximizing the collection of recoveries and reducing and mitigating potential losses on its insurance exposures.
We do not expect National or MBIA Corp. to write new business.

EXECUTIVE OVERVIEW

2018 Events

The following is a summary of notable 2018 events:

(cid:129)

On January 1, 2018 and July 1, 2018, the Commonwealth of Puerto Rico and certain of its
instrumentalities (“Puerto Rico”), defaulted on scheduled debt service for National insured bonds.
National paid gross claims in the aggregate of $276 million during 2018. On January 1, 2019, Puerto
Rico also defaulted on scheduled debt service for National insured bonds and National paid gross claims
in the aggregate of $65 million. As of December 31, 2018, National had $3.3 billion of gross insured par
outstanding ($3.8 billion of gross insured par outstanding when including accreted interest on insured
capital appreciation bonds (“CABs”)) related to Puerto Rico. Refer to the “U.S. Public Finance Insurance
Puerto Rico Exposures” section for additional information on our Puerto Rico exposures.

On March 11, 2018, the then-director of Zohar CDO 2003-1, Limited (“Zohar I”) and Zohar II 2005-1,
Limited (“Zohar II”) placed those funds into voluntary bankruptcy proceedings in federal bankruptcy court
in the District of Delaware. On May 21, 2018, the Court granted the Zohar funds’ motion to approve a
settlement (the “Zohar Bankruptcy Settlement”) which established a process by which the debtor funds,
through an independent director and a chief restructuring officer, will work with the original sponsor of the
funds to monetize the assets of the debtor funds (the “Zohar Assets”) and repay creditors, including
MBIA Corp. In addition, the procedures set forth in the Zohar Bankruptcy Settlement provides for a stay
of all pending litigation between the parties for a minimum of fifteen months. Notwithstanding the Zohar
Bankruptcy Settlement, there can be no assurance that the value of the Zohar Assets will be sufficient to
permit MBIA Corp. to recover all or substantially all of the payments it made on Zohar I and Zohar II.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

EXECUTIVE OVERVIEW (continued)

(cid:129)

In April and June of 2018, the holder of certain MBIA Inc. warrants exercised its right to purchase, in total,
11.85 million shares of MBIA Inc. common stock at an exercise price of $9.59 per share. As a result, the
Company issued a total of 1.3 million shares of MBIA Inc. common stock to the holder in accordance with the
cashless settlement provision of the warrants. As of December 31, 2018, there were no warrants outstanding.

Financial Highlights

The following tables present our financial highlights. A detailed discussion of our financial results is presented
within the “Results of Operations” section included herein. Refer to the “Capital Resources—Insurance Statutory
Capital” section for a discussion of National’s and MBIA Insurance Corporation’s capital positions under statutory
accounting principles (“U.S. STAT”).

In millions except for per share amounts

Net income (loss)
Net income (loss) per diluted share
Adjusted net income (loss)(1)
Adjusted net income (loss) per diluted share(1)
Cost of shares repurchased

Years Ended December 31,

2018

2017

2016

$ (296)
(3.33)
(38)
(0.42)
48

$(1,605)
(13.50)
(410)
(3.45)
325

$ (338)
(2.54)
30
0.23
105

(1)—Adjusted net income (loss) and adjusted net income (loss) per diluted share are non-GAAP measures. Refer to the following
“Results of Operations” section for a discussion of adjusted net income (loss) and adjusted net income (loss) per diluted share and a
reconciliation of GAAP net income (loss) to adjusted net income (loss) and GAAP net income (loss) per diluted share to adjusted net
income (loss) per diluted share.

In millions except per share amounts

Shareholders’ equity of MBIA Inc.
Book value per share
Adjusted book value per share(1)

As of December 31,

2018

2017

$1,119
12.46
27.38

$1,413
15.44
28.77

(1)—Adjusted book value per share is a non-GAAP measure. Refer to the following “Results of Operations” section for a discussion of
adjusted book value and a reconciliation of GAAP book value per share to adjusted book value per share.

Economic and Financial Market Trends

The U.S. economy continued to improve during the fourth quarter of 2018. The labor market remained strong and
economic activity continued to increase steadily. In addition, U.S. home prices across the country have continued their
upward trend, however, the rate of home price increases has slowed recently. Household spending has continued to
increase while growth in business fixed investment has moderated from the pace achieved earlier in the year.

The Federal Open Market Committee (“FOMC”) increased its target for the federal funds rate in December of 2018 by
25 basis points citing the economic factors of a strong labor market and solid economic growth along with relatively low
inflation. The FOMC stated that it will assess various economic factors including labor market developments, inflation
stresses and domestic and international environments relative to its objectives of maximum employment and 2%
inflation. At its January 2019 meeting, the FOMC emphasized patience with respect to future adjustments to the federal
funds target rate based on global economic and financial developments.

Economic and financial market trends could impact the Company’s financial results. Many states and municipalities
have experienced growing tax collections that resulted from increased economic activity and higher assessed property
valuations. Economic improvement at the state and local level strengthens the credit quality of the issuers of our
insured municipal bonds, improves the performance of our insured U.S. public finance portfolio and could reduce the
amount of National’s potential incurred losses. In addition, higher projected interest rates could yield increased returns
on our Company’s investment portfolio. Also, a decrease in oil prices could have a positive impact on certain sales
taxes to the extent consumer spending increases as a result. However, some states and municipalities may experience
a decrease in revenues if their economies are reliant on the oil and gas industries.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

CRITICAL ACCOUNTING ESTIMATES

We prepare our financial statements in accordance with accounting principles generally accepted in the United
States of America (“GAAP”), which requires the use of estimates and assumptions. The following accounting
estimates are viewed by management to be critical because they require significant judgment on the part of
management. Management has discussed and reviewed the development, selection, and disclosure of critical
accounting estimates with the Company’s Audit Committee. Financial results could be materially different if other
methodologies were used or if management modified its assumptions.

Loss and Loss Adjustment Expense Reserves

Loss and loss adjustment expense (“LAE”) reserves are established by loss reserve committees in each of our
major operating insurance companies (National and MBIA Insurance Corporation) and reviewed by our executive
Loss Reserve Committee, which consists of members of senior management. Loss and LAE reserves include
case basis reserves and accruals for LAE incurred with respect to non-derivative financial guarantees. Case basis
reserves represent our estimate of expected losses to be paid under insurance contracts, net of expected
recoveries, on insured obligations that have defaulted or are expected to default. These reserves require the use
of judgment and estimates with respect to the occurrence, timing and amount of paid losses and recoveries on
insured obligations. Given that the reserves are based on such estimates and assumptions, there can be no
assurance that the actual ultimate losses will not be greater than or less than such estimates, resulting in the
Company recognizing additional or reversing excess loss and LAE reserves through earnings.

We take into account a number of variables in establishing specific case basis reserves for individual policies that
depend primarily on the nature of the underlying insured obligation. These variables include the nature and
creditworthiness of the issuers of the insured obligations, expected recovery rates on unsecured obligations, the
projected cash flow or market value of any assets pledged as collateral on secured obligations, and the expected
rates of recovery, cash flow or market values on such obligations or assets. Factors that may affect the actual
ultimate realized losses for any policy include economic conditions and trends, political developments, the extent
to which sellers/servicers comply with the representations or warranties made in connection therewith, levels of
interest rates, rates of inflation, borrower behavior, the default rate and salvage values of specific collateral, and
our ability to enforce contractual rights through litigation and otherwise. Our remediation strategy for an insured
obligation that has defaulted or is expected to default may also have an impact on our loss reserves.

In establishing case basis loss reserves, we calculate the present value of probability-weighted estimated loss
payments, net of estimated recoveries, using a discount rate equal to the risk-free rate applicable to the currency
and the weighted average remaining life of the insurance contract. Yields on U.S. Treasury offerings are used to
discount loss reserves denominated in U.S. dollars, which represent the majority of our loss reserves. Similarly,
yields on foreign government offerings are used to discount loss reserves denominated in currencies other than
the U.S. dollar.

Refer to “Note 6: Loss and Loss Adjustment Expense Reserves” in the Notes to Consolidated Financial
Statements for a comprehensive discussion of our loss reserves and recoveries, including critical accounting
estimates used in the determination of these amounts.

Valuation of Financial Instruments

We have categorized our financial instruments measured at fair value into the three-level hierarchy according to
accounting guidance for fair value measurements and disclosures based on the significance of pricing inputs to
the measurement in its entirety. Fair value measurements of financial instruments that use quoted prices in active
markets for identical assets or liabilities are generally categorized as Level 1, fair value measurements of financial
instruments that use quoted prices in markets that are not active where significant inputs are observable are
generally categorized as Level 2, and fair value measurements of financial instruments where significant inputs
are not observable are generally categorized as Level 3. We categorize our financial instruments based on the
lowest level category at which we can generate reliable fair values. The determination of reliability requires
management to exercise judgment. The degree of judgment used to determine the fair values of financial
instruments generally correlates to the degree that pricing is not observable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

CRITICAL ACCOUNTING ESTIMATES (continued)

The fair value measurements of financial instruments held or issued by the Company are determined through the
use of observable market data when available. Market data is obtained from a variety of third-party sources,
including dealer quotes. If dealer quotes are not available for an instrument that is infrequently traded, we use
alternate valuation methods, including either dealer quotes for similar contracts or modeling using market data
inputs. The use of alternate valuation methods generally requires considerable judgment in the application of
estimates and assumptions and changes to these variables may produce materially different values.

The fair value pricing of assets and liabilities is a function of many components which include interest rate risk,
market risk, liquidity risk and credit risk. For financial instruments that are internally valued by the Company, as
well as those for which the Company uses broker quotes or pricing services, credit risk is typically incorporated by
using appropriate credit spreads or discount rates as inputs. Substantially all of the Company’s investments
carried and reported at fair value are priced by independent third parties, including pricing services and brokers.

Instruments that trade infrequently and, therefore, have little or no price transparency are classified within Level 3
of the fair value hierarchy. Also included in Level 3 are financial instruments that have significant unobservable
inputs deemed significant to the instrument’s overall fair value. Level 3 assets represented approximately 12%
and 30% of total assets measured at fair value on a recurring basis as of December 31, 2018 and 2017,
respectively. Level 3 liabilities represented approximately 65% and 41% of total liabilities measured at fair value
on a recurring basis as of December 31, 2018 and 2017, respectively.

Refer to “Note 7: Fair Value of Financial Instruments” in the Notes to Consolidated Financial Statements for
further information about the Company’s financial assets and liabilities that are accounted for at fair value,
including valuation techniques and significant inputs.

RECENT ACCOUNTING PRONOUNCEMENTS

Refer to “Note 3: Recent Accounting Pronouncements” in the Notes to Consolidated Financial Statements for a
discussion of accounting guidance recently adopted by the Company.

RESULTS OF OPERATIONS

Summary of Consolidated Results

The following table presents a summary of our consolidated financial results for the years ended December 31,
2018, 2017 and 2016:

In millions except for per share amounts

2018

2017

2016

Years Ended December 31,

Total revenues
Total expenses

Income (loss) before income taxes
Provision (benefit) for income taxes

Net income (loss)

Net income (loss) per common share:

Basic
Diluted

Weighted average number of common shares

outstanding:
Basic
Diluted

$
$

162
458

(296)
—

(296)

(3.33)
(3.33)

$
$

433
1,094

(661)
944

(1,605)

(13.50)
(13.50)

$
$

294
633

(339)
(1)

(338)

(2.54)
(2.54)

89,013,711
89,013,711

118,930,282
118,930,282

133,001,088
133,001,088

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

2018 vs. 2017

The decrease in consolidated total revenues was primarily due to (i) decreases in revenues of consolidated variable
interest entities “VIEs”) due to the 2018 deconsolidation of two VIEs following the Zohar Bankruptcy Settlement and
eight other consolidated VIEs, (ii) lower gains related to changes in the fair values of consolidated VIEs, (iii) an increase
in net realized losses from the sales of securities from the ongoing management of our U.S. public finance insurance
investment portfolio and (iv) lower net premiums earned due to higher refunding activity in 2017. These unfavorable
variances were partially offset by lower net investment losses related to other-than-temporary impairments (“OTTI”).

Consolidated total expenses for the years ended December 31, 2018 and 2017 included $63 million and
$683 million, respectively, of net insurance loss and LAE. This decrease in loss and LAE was primarily due to
lower losses incurred on certain Puerto Rico credits and insured first and second-lien residential mortgage-backed
securities (“RMBS”) in 2018.

The provision (benefit) for income taxes decreased for 2018 compared with 2017 primarily due to the
establishment of a full valuation allowance against the Company’s net deferred tax asset in 2017. Refer to the
following “Taxes” section and “Note 11: Income Taxes” in the Notes to Consolidated Financial Statements for
further information about this valuation allowance on our net deferred tax asset.

2017 vs. 2016

The increase in consolidated total revenues was primarily due to an impairment loss related to the sale of MBIA UK
recorded in 2016, gains related to changes in the fair values of assets of consolidated VIEs and warrants on MBIA Inc.
stock and a realized gain related to the settlement of litigation, partially offset by foreign exchange losses on Euro
denominated liabilities due to the weakening of the U.S. dollar, an increase in net investment losses related to OTTI and
lower net premiums earned due to higher refunding activity in 2016. The increase in OTTI related to several impaired
securities for which a loss was recognized as the difference between a security’s amortized cost and fair value.

Consolidated total expenses for the years ended December 31, 2017 and 2016 included $683 million and
$220 million, respectively, of net insurance losses and LAE. This increase was principally due to higher losses
incurred on certain Puerto Rico exposures and insured first-lien RMBS in 2017.

The provision (benefit) for income taxes increased for 2017 compared with 2016 primarily due to the
establishment of a full valuation allowance against the Company’s net deferred tax asset in 2017. Refer to the
following “Taxes” section and “Note 11: Income Taxes” in the Notes to Consolidated Financial Statements for
further information about this valuation allowance on our net deferred tax asset.

Non-GAAP Adjusted Net Income (Loss)

In addition to our results prepared in accordance with GAAP, we also analyze the operating performance of the
Company using adjusted net income (loss), and adjusted net income (loss) per diluted common share, both
non-GAAP measures. Since adjusted net income (loss) is used by management to assess performance and
make business decisions, we consider adjusted net income (loss) and adjusted net income (loss) per diluted
common share fundamental measures of periodic financial performance which are useful in understanding our
results. Adjusted net income (loss) and adjusted net income (loss) per diluted common share are not substitutes
for net income (loss) and net income (loss) per diluted common share determined in accordance with GAAP, and
our definitions of adjusted net income (loss) and adjusted net income (loss) per diluted common share may differ
from those used by other companies.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

Adjusted net income (loss) and adjusted net income (loss) per diluted common share include the after-tax results
of the Company and remove the after-tax results of our international and structured finance insurance segment,
comprising the results of MBIA Corp. which given its capital structure and business prospects, we do not expect
its financial performance to have a material impact on MBIA Inc., as well as the following:

(cid:129)

Elimination of the impact of mark-to-market gains (losses) on financial instruments that primarily include
interest rate swaps and hybrid financial instruments. Also eliminated are the mark-to-market gains
(losses) on warrants issued by the Company. All of these amounts fluctuate based on market interest
rates, credit spreads, MBIA Inc.’s common stock price and other market factors.

Elimination of foreign exchange gains (losses) on the remeasurement of certain assets and liabilities and
transactions in non-functional currencies. Given the possibility of volatility in foreign exchange markets,
we exclude the impact of foreign exchange gains (losses) to provide a measurement of comparability of
adjusted net income (loss).

Elimination of gains (losses) on the sale of investments, net investment losses related to OTTI and net
gains (losses) on extinguishment of debt since the timing of these transactions are subject to
management’s assessment of market opportunities and capital liquidity positions.

Elimination of the tax provision as a result of establishing a full valuation allowance against the
Company’s net deferred tax asset in the second quarter of 2017. Subsequent to the second quarter of
2017, the Company applies a zero effective tax rate for federal income tax purposes to its pre-tax
adjustments.

The following table presents our adjusted net income (loss) and adjusted net income (loss) per diluted common
share and provides a reconciliation of GAAP net income (loss) to adjusted net income (loss) for the years ended
December 31, 2018, 2017 and 2016:

In millions, except share and per share amounts

Net income (loss)
Less: adjusted net income adjustments:

Years Ended December 31,

2018

2017

2016

$ (296)

$(1,605)

$(338)

Income (loss) before income taxes of our international and structured finance

insurance segment and eliminations

(278)

(185)

(475)

Adjustments to income before income taxes of our U.S. public finance

insurance and corporate segments:
Mark-to-market gains (losses) on financial instruments(1)
Foreign exchange gains (losses)(1)
Net gains (losses) on sales of investments(1)
Net investment losses related to OTTI
Net gains (losses) on extinguishment of debt
Other net realized gains (losses)

Adjusted net income adjustment to the (provision) benefit for income tax(2)

16
21
(13)
(5)
3
(2)
—

64
(63)
14
(106)
28
(3)
(944)

Adjusted net income (loss)

$ (38)

$ (410)

12
11
60
(5)
5
(5)
29

Adjusted net income (loss) per diluted common share

$(0.42)(3) $ (3.45)(3) $ 0.23(4)

(1)—Reported within “Net gains (losses) on financial instruments at fair value and foreign exchange” on the Company’s consolidated
statements of operations.
(2)—Reported within “Provision (benefit) for income taxes” on the Company’s consolidated statements of operations.
(3)—Adjusted net income (loss) per diluted common share is calculated by taking adjusted net income (loss) divided by GAAP weighted
average number of diluted common shares outstanding.
(4)—Adjusted net income (loss) per diluted common share is calculated by taking adjusted net income (loss) divided by the weighted
average number of diluted common shares outstanding, which includes the GAAP diluted weighted average number of common shares
of 133,001,088 and the dilutive effect of common stock equivalents of 444,557 shares.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

Non-GAAP Adjusted Book Value Per Share

In addition to book value per share, we also analyze adjusted book value per share (“ABV”), a non-GAAP
measure. We consider ABV a measure of fundamental value of the Company and the change in ABV an
important measure of financial performance. We have presented ABV per share to allow investors and analysts to
evaluate the Company using the same measure that MBIA’s management regularly uses to measure financial
performance and value. ABV is not a substitute for and should not be viewed in isolation of GAAP book value,
and our definition of ABV may differ from that used by other companies.

In the second quarter of 2018, as part of our periodic review of the components of ABV, we decided to further adjust
the unearned premium revenue component of ABV by removing the amount that is used in the GAAP calculation of
our insurance loss reserves. Under GAAP, only the amount of expected insurance losses in excess of unearned
premium revenue for an insurance policy is recorded as a loss reserve and reflected in book value. By excluding
from ABV the amount of unearned premium revenue that reduces expected losses recorded under GAAP, we are
reflecting the full amount of expected losses for each insurance policy with loss reserves in ABV. Previously reported
ABV of $29.32 as of December 31, 2017 was revised to $28.77 to conform to the current approach.

ABV adjusts the GAAP book value of MBIA Inc. to remove the book value of MBIA Corp. and adjusts for certain
items which the Company believes will reverse from GAAP book value through GAAP earnings and
comprehensive income, as well as add in the impact of certain items which the Company believes will be realized
in GAAP book value in future periods. The Company has limited such adjustments to those items that it deems to
be important to fundamental value and performance and for which the likelihood and amount can be reasonably
estimated. ABV is defined as total shareholders’ equity of MBIA Inc., as reported under GAAP, adjusted for the
following items:

(cid:129)

Book value of MBIA Corp. – We remove the GAAP book value of MBIA Corp., which given its capital
structure and business prospects, we do not expect its financial performance to have a material impact
on MBIA Inc. For the periods presented, MBIA Corp.’s GAAP book value is negative resulting in a
positive adjustment in the below reconciliation.

Net unrealized (gains) losses on available-for-sale (“AFS”) securities – We remove net unrealized gains
and losses on AFS securities recorded in accumulated other comprehensive income since they will
reverse from GAAP book value when such securities mature. Gains and losses from sales and OTTI of
AFS securities are recorded in book value through earnings and reflected in adjusted book value.

Net unearned premium revenue in excess of expected losses – Net unearned premium revenue in excess
of expected losses consists of the financial guarantee unearned premium revenue of National in excess of
expected insurance losses, net of reinsurance and deferred acquisition costs. In accordance with GAAP, a
loss reserve on a financial guarantee policy is only recorded when expected losses exceed the amount of
unearned premium revenue recorded for that policy. As a result, we only add to GAAP book value the
amount of unearned premium revenue in excess of expected losses for each policy so that ABV reflects
the full amount of our expected losses. The Company’s net unearned premium revenue will be recognized
in GAAP book value in future periods, however, actual amounts could differ from estimated amounts used
in our ABV due to such factors as credit defaults and policy terminations, among others.

Since the Company has a full valuation allowance against its net deferred tax asset, the book value per share
adjustments to ABV were adjusted by applying a zero effective tax rate.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

As of December 31, 2018, ABV per share was $27.38, a decrease from $28.77 as of December 31, 2017. The
decrease in ABV per share was primarily driven by losses incurred on certain Puerto Rico exposures, partially
offset by a decrease in common shares outstanding from the share repurchases made by the Company during
2018. The following table provides a reconciliation of book value per share to ABV per share:

In millions except share and per share amounts

Total shareholders’ equity of MBIA Inc.
Common shares outstanding
Book value per share

Book value per share adjustments:

As of December 31, As of December 31,

2018

2017

1,119 $

89,821,713

12.46 $

1,413
91,484,447
15.44

Remove negative book value of MBIA Corp.
Remove net unrealized (gains) losses on available-for-sale securities

included in other comprehensive income (loss)

Add net unearned premium revenue in excess of expected losses

Total book value per share adjustments

10.93

0.46
3.53

14.92

Adjusted book value per share

27.38 $

8.84

0.26
4.23

13.33

28.77

U.S. Public Finance Insurance

Our U.S. public finance insurance portfolio is managed through National. The financial guarantees issued by
National provide unconditional and irrevocable guarantees of the payment of the principal of, and interest or other
amounts owing on, insured obligations when due or, in the event National has exercised, at its discretion, the right
to accelerate the payment under its policies upon the acceleration of the underlying insured obligations due to
default or otherwise. National’s guarantees insure municipal bonds, including tax-exempt and taxable
indebtedness of U.S. political subdivisions, as well as utility districts, airports, healthcare institutions, higher
educational facilities, student loan issuers, housing authorities and other similar agencies and obligations issued
by private entities that finance projects that serve a substantial public purpose. Municipal bonds and privately
issued bonds used for the financing of public purpose projects are generally supported by taxes, assessments,
user fees or tariffs related to the use of these projects, lease payments or other similar types of revenue streams.
As of December 31, 2018, National had total insured gross par outstanding of $57.9 billion.

National continues to monitor and remediate its existing insured portfolio and will seek opportunities to enhance
shareholder value using its substantial financial resources, while protecting the interests of all policyholders.
Certain state and local governments and territory obligors that National insures are experiencing financial and
budgetary stress. This could lead to an increase in defaults by such entities on the payment of their obligations
and losses or impairments on a greater number of the Company’s insured transactions. In particular, Puerto Rico
is experiencing significant fiscal stress and constrained liquidity due to, among other things, Puerto Rico’s
structural budget imbalance, the lack of access to the capital markets, a stagnating local economy, net migration
of people out of Puerto Rico and a high debt burden. Refer to the “U.S. Public Finance Insurance Puerto Rico
Exposures” section for additional information on our Puerto Rico exposures. We continue to monitor and analyze
these situations and other stressed credits closely, and the overall extent and duration of stress affecting our
insured credits remains uncertain.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

The following table presents our U.S. public finance insurance segment results for the years ended December 31,
2018, 2017 and 2016:

Years Ended December 31,

Percent Change

2018

2017

2016

2018 vs. 2017

2017 vs. 2016

In millions

Net premiums earned
Net investment income
Fees and reimbursements
Net gains (losses) on financial instruments at fair value

and foreign exchange

Net investment losses related to other-than-temporary

impairments

Other net realized gains (losses)

Total revenues

Losses and loss adjustment
Amortization of deferred acquisition costs
Operating

Total expenses

95 $ 174 $ 236
119
113
2
2

111
2

(21)

(5)
—

182

91
21
41

153

(106)
(4)

200

499
39
69

607

(4)
2

427

74
49
60

183

-45%
-2%
—%

n/m

-95%
-100%

-9%

-82%
-46%
-41%

-75%

Income (loss) before income taxes

29 $ (407) $ 244

-107%

-26%
-5%
—%

-71%

n/m
n/m

-53%

n/m
-20%
15%

n/m

n/m—Percent change not meaningful.

NET PREMIUMS EARNED Net premiums earned on financial guarantees represent gross premiums earned net
of premiums ceded to reinsurers, and include scheduled premium earnings and premium earnings from refunded
issues. The decrease in net premiums earned for the year ended December 31, 2018 compared with 2017
resulted from decreases in refunded premiums earned of $55 million and scheduled premiums earned of
$24 million. The decrease in net premiums earned for 2017 compared with 2016 resulted from decreases in
refunded premiums of $41 million and scheduled premiums earned of $21 million. Refunding activity over the past
several years has accelerated premium earnings in prior years and reduced the amount of scheduled premiums
that would have been earned in the current year. Scheduled premium earnings declined due to the refunding and
maturity of insured issues in prior years.

NET GAINS (LOSSES) ON FINANCIAL INSTRUMENTS AT FAIR VALUE AND FOREIGN EXCHANGE The
unfavorable change in net gains (losses) on financial instruments at fair value and foreign exchange for 2018
compared with 2017 was principally due to an increase in net realized losses in an overall higher interest rate
environment in 2018. In 2017, net realized gains primarily resulted from the sales of securities as a result of
favorable market conditions. In 2016, net realized gains were primarily due to generating liquidity for anticipated
claim payments on certain Puerto Rico exposures.

NET INVESTMENT LOSSES RELATED TO OTHER-THAN-TEMPORARY IMPAIRMENTS Net investment losses
related to OTTI for 2018, 2017 and 2016 were primarily related to impaired securities for which losses were
recognized as the difference between a security’s amortized cost and fair value or recovery value. This OTTI
resulted from liquidity concerns, credit rating downgrades and other adverse financial conditions of the issuers.

LOSSES AND LOSS ADJUSTMENT EXPENSES Our U.S. public finance insured portfolio management group is
responsible for monitoring our U.S. public finance insured obligations. The level and frequency of monitoring of
any insured obligation depends on the type, size, rating and performance of the insured issue.

Refer to “Note 6: Loss and Loss Adjustment Expense Reserves” in the Notes to Consolidated Financial
Statements for a description of the Company’s loss reserving policy and additional information related to its loss
reserves.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

The following table presents information about our U.S. public finance insurance losses and LAE expenses for the
years ended December 31, 2018, 2017 and 2016:

In millions

Years Ended December 31,

Percent Change

2018

2017

2016

2018 vs. 2017 2017 vs. 2016

Losses and LAE related to actual and expected payments(1)
Recoveries of actual and expected payments

97 $ 513 $
(1)

Gross losses incurred
Reinsurance

Losses and loss adjustment expenses

96
(5)

514
(15)

91 $ 499 $

75
—

75
(1)

-81%
n/m

-81%
-67%

-82%

n/m
n/m

n/m

(1)—Losses and LAE with respect to Puerto Rico exposures reflect the expected losses and LAE payments net of expected recoveries on
such payments.
n/m—Percent change not meaningful.

For the years ended December 31, 2018, 2017 and 2016, losses and LAE primarily related to certain Puerto Rico
exposures.

The following table presents information about our U.S. public finance insurance loss and LAE reserves and
recoverables as of December 31, 2018 and 2017:

In millions

Assets:

Insurance loss recoverable
Reinsurance recoverable on paid and unpaid losses(1)

Liabilities:

Gross loss and LAE reserves(2)
Expected recoveries on unpaid losses

Loss and LAE reserves

Insurance loss recoverable—ceded(3)

December 31, 2018 December 31, 2017 Percent Change

571 $
16

568
(17)

551 $

15 $

333
12

531
(19)

512

71%
33%

7%
-11%

25%

(1)—Reported within “Other assets” on our consolidated balance sheets.
(2)—Puerto Rico exposures are reflected net of expected recoveries on such reserves.
(3)—Reported within “Other liabilities” on our consolidated balance sheets.

Insurance loss recoverable as of December 31, 2018 increased compared with December 31, 2017 primarily as a
result of expected recoveries related to claims paid on certain Puerto Rico exposures in 2018. Loss and LAE
reserves as of December 31, 2018 increased compared with December 31, 2017 primarily as a result of
increases in expected payments net of expected recoveries related to certain Puerto Rico exposures.

POLICY ACQUISITION COSTS AND OPERATING EXPENSES U.S. public finance insurance segment expenses
for the years ended December 31, 2018, 2017 and 2016 are presented in the following table:

In millions

Gross expenses

Amortization of deferred acquisition costs
Operating

Total insurance expenses

Years Ended December 31,

Percent Change

2018

2017

2016

2018 vs. 2017 2017 vs. 2016

41 $

21 $
41

70 $

39 $
69

49
60

62 $ 108 $ 109

-41%

-46%
-41%

-43%

13%

-20%
15%

-1%

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

Gross expenses represent total insurance expenses before the deferral of any policy acquisition costs. Gross
expenses decreased for 2018 compared with 2017 primarily due to decreases in compensation expense and
rating agency fees. Gross expenses increased for 2017 compared with 2016 primarily due to severance related
expenses associated with a headcount reduction.

Amortization of deferred acquisition costs decreased for 2018 compared with 2017 and 2016 due to higher
refunding activity in prior years. When an insured obligation refunds, we accelerate any remaining deferred
acquisition costs associated with the policy covering the refunded insured obligation. We did not defer a material
amount of policy acquisition costs during 2018, 2017 or 2016.

INSURED PORTFOLIO EXPOSURE Financial guarantee insurance companies use a variety of approaches to
assess the underlying credit risk profile of their insured portfolios. National uses both an internally developed
credit rating system as well as third-party rating sources in the analysis of credit quality measures of its insured
portfolio. In evaluating credit risk, we obtain, when available, the underlying rating(s) of the insured obligation
before the benefit of National’s insurance policy from nationally recognized rating agencies, Moody’s Investor
Services (“Moody’s”) and Standard & Poor’s Financial Services LLC (“S&P”). Other companies within the financial
guarantee industry may report credit quality information based upon internal ratings that would not be comparable
to our presentation. We maintain internal ratings on our entire portfolio, and our ratings may be higher or lower
than the underlying ratings assigned by Moody’s or S&P.

The following table presents the credit quality distribution of National’s U.S. public finance outstanding gross par
insured as of December 31, 2018 and 2017. CABs are reported at the par amount at the time of issuance of the
insurance policy. All ratings are as of the period presented and represent S&P underlying ratings, where available.
If transactions are not rated by S&P, a Moody’s equivalent rating is used. If transactions are not rated by either
S&P or Moody’s, an internal equivalent rating is used.

In millions

Rating

AAA
AA
A
BBB
Below investment grade

Total

Gross Par Outstanding

December 31, 2018

December 31, 2017

Amount

$ 3,108
22,162
18,495
9,166
4,934

5.4% $ 3,271
28,354
23,530
10,870
5,903

38.3%
32.0%
15.8%
8.5%

4.6%
39.4%
32.7%
15.1%
8.2%

$57,865

100.0% $71,928

100.0%

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

U.S. Public Finance Insurance Puerto Rico Exposures

The following is a summary of exposures within the insured portfolio of our U.S. public finance insurance segment
related to Puerto Rico as of December 31, 2018.

In millions

Puerto Rico Electric Power Authority (PREPA)
Puerto Rico Commonwealth GO
Puerto Rico Public Buildings Authority (PBA)(2)
Puerto Rico Highway and Transportation Authority Transportation

Revenue (PRHTA)

Puerto Rico Highway and Transportation Authority—
Subordinated Transportation Revenue (PRHTA)

Puerto Rico Sales Tax Financing Corporation (COFINA)(3)
Puerto Rico Highway and Transportation Authority Highway

Revenue (PRHTA)

University of Puerto Rico System Revenue
Inter American University of Puerto Rico Inc.

Gross Par
Outstanding
Plus CABs
Accreted
Interest

Gross Par
Outstanding

Debt
Service
Outstanding

National
Internal
Rating

1,089 $
598(1)
182

1,089 $
605
182

1,516
754
256

523

936

27
684(1)

27
1,204

66(1)
79
21

68
79
21

38
4,170

92
112
28

d
d
d

d
d

d
d
a3

Total

3,269 $

3,798 $

7,902(4)

(1)—Includes CABs that reflect the gross par amount at the time of issuance of the insurance policy.
(2)—Additionally secured by the guarantee of the Commonwealth of Puerto Rico.
(3)—As a result of the confirmation order for the COFINA Plan of Adjustment on February 4, 2019, National’s COFINA gross par outstanding,
gross par outstanding plus CABs accreted interest and debt service outstanding declined by approximately $211 million, $365 million and
$1.3 billion, respectively.
(4)—As a result of debt service payments made as of January 1, 2019, National’s total Puerto Rico debt service outstanding declined by
$67 million.

On June 30, 2016, the Puerto Rico Oversight, Management and Economic Stability Act (“PROMESA”), was
signed into law by the President of the United States. PROMESA provides both for the creation of an independent
oversight board (the “Oversight Board”) with powers relating to the development and implementation of a fiscal
plan for Puerto Rico as well as a court-supervised process that allows Puerto Rico to restructure its debt if
voluntary agreements cannot be reached with creditors through a collective action process.

On May 3, 2017, the Oversight Board certified and filed a petition under Title III of PROMESA for Puerto Rico with
the District Court of Puerto Rico thereby commencing a bankruptcy-like case for Puerto Rico. Under a separate
petition, the Oversight Board also commenced a Title III case for COFINA on May 5, 2017. Subsequently, the
Oversight Board also certified and filed voluntary petitions under Title III of PROMESA for several other
municipalities, including PRHTA and PREPA on May 21, 2017 and July 2, 2017, respectively.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

As a result of prior defaults, various stays and the Title III cases, Puerto Rico failed to make certain scheduled
debt service payments for National insured bonds. As a consequence, National has paid gross claims in the
aggregate amount of $691 million relating to general obligation (“GO”) bonds, PBA bonds PREPA bonds and
PRHTA bonds through 2018. On January 1, 2019, Puerto Rico also defaulted on scheduled debt service for
National insured bonds and National paid gross claims in the aggregate of $65 million. Inclusive of the January 1,
2019 claims, National has paid total gross claims in the aggregate of $756 million related to Puerto Rico.

Status of Puerto Rico’s Fiscal Plans

In 2018, the Puerto Rico government submitted several draft fiscal plans to the Oversight Board, which purported
to reflect the government’s expected economic outlook for Puerto Rico over a five year period after integrating
four additional key drivers into the prior projections that had formed the basis of previous fiscal plan submissions:
(i) the negative impact of Hurricane Maria, (ii) mitigating impact of disaster relief assistance, (iii) changes to
revenue and expense measures, and (iv) impact of structural reforms.

On October 23, 2018, the Oversight Board voted to certify the Commonwealth fiscal plan, as amended. This
certified fiscal plan reflects a $17.0 billion surplus over a six-year period as compared to $7.2 billion in the
government’s prior fiscal plan.

On September 7, 2018, COFINA submitted a revised fiscal plan, that incorporated changes and explanations
required by the Oversight Board. On October 18, 2018, the Oversight Board voted to certify the COFINA fiscal
plan, as amended.

On May 25, 2018, National submitted proofs of claim in the Commonwealth, COFINA, PRHTA, and PREPA Title
III Cases on account of its rights and remedies relating to the GO, PBA, COFINA, PRHTA and PREPA bonds that
it insures and/or owns.

COFINA

The Oversight Board filed a Plan of Adjustment and Disclosure Statement on October 19, 2018. The Plan of
Adjustment is the culmination of efforts by interested parties to resolve the Commonwealth-COFINA dispute over
the ownership of the territory’s sales and use taxes. The Plan of Adjustment reflects the settlement of the
Commonwealth-COFINA dispute by allocating an amount up to 53.65% of the Pledged Sales Tax Base Amount in
any given year to COFINA and the balance (46.35%) of the annual Pledged Sales Tax Base Amount to the
Commonwealth. The Plan of Adjustment further provided for senior COFINA bondholders to receive a 93.0%
recovery on their prepetition bond claims and subordinate bondholders to receive approximately 56.4% of their
prepetition claims. In addition, to compensate bondholders for the cost of negotiating and executing the Plan
Support Agreement (“PSA”), bondholders that are party to the PSA received, subject to certain exceptions, a pro
rata share of additional cash in an amount equal to 2.0% of the aggregate amount of existing COFINA bond
claims. A hearing regarding the Commonwealth’s motion for approval of the Settlement Agreement and to confirm
the Plan of Adjustment was held on January 16 and 17, 2019 in San Juan, Puerto Rico. The Court took
confirmation of the Plan of Adjustment and approval of the Settlement Agreement under advisement and directed
the parties to submit supplementation in support of the relief requested at the Confirmation Hearing by
January 21, 2019 and supplemental briefing by January 24, 2019 supporting the authority of the Court to
determine the substantive validity of the new COFINA bond legislation and resolve constitutional challenges to the
COFINA structure, among other things. A confirmation order was issued on February 4, 2019 and the closing
occurred on February 12, 2019.

As part of the Plan of Adjustment, National tendered and commuted $182 million market value of National insured
COFINA bonds it owned for new uninsured COFINA bonds, which in conjunction with other tendered and
commuted bonds, resulted in a reduction to National’s insured exposure to COFINA. In the aggregate, as a result
of National-insured bondholders, including National, choosing to receive uninsured COFINA bonds, and the
distribution of cash to trust certificate holders, National’s COFINA gross par outstanding, gross par outstanding
plus CABs accreted interest and debt service outstanding declined by approximately $211 million, $365 million
and $1.3 billion, respectively.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

PREPA

National’s largest exposure to Puerto Rico, by gross par outstanding, is to PREPA. Initial attempts to reach a
consensual restructuring for PREPA were rejected by the Oversight Board in June 2017 and PREPA entered Title
III restructuring on July 2, 2017.

PREPA sustained heavy damage to its infrastructure from the two September 2017 hurricanes and in particular
from Hurricane Maria. Its generating assets, located along the coast sustained only minor damage but damage to
the transmission and distribution infrastructure was extensive. Lack of power had a knock-on effect of disabling
telecommunication and water systems as well. Restoration efforts are being coordinated by the U.S. Army Corps
of Engineers under contract with the Federal Emergency Management Agency (“FEMA”); monies from FEMA are
expected to finance the reconstruction effort.

The PREPA revised Fiscal Plan certified on August 1, 2018 calls for a wholesale transformation of PREPA to at least a
partially privatized entity. Specifics regarding implementation and the impact on creditors were not detailed or readily
apparent in the Plan. Advisors to the Oversight Board have taken steps to assess investor interest for privatization.

Separately, the government of Puerto Rico enacted its own privatization legislation which proposes the sale and
privatization of generating assets and concessionaire agreement for transmission and distribution assets. Many
important details remain under development. In October 2018 the Commonwealth issued a request for
qualifications seeking to identify interested parties for a potential concession or other management arrangement
of the transmission and distribution assets of PREPA. To date no further developments have been reported.
Separately the Puerto Rican Senate passed legislation in December 2018 to establish the regulatory and
legislative framework to govern such an arrangement; that Bill awaits action in the Puerto Rican House.

The Governor appointed four new Board members and a new CEO was named on July 18, 2018. On
December 21, 2018, the Governor appointed three independent directors to the Board bringing the total to seven;
the elected consumer member has not been seated.

On July 30, 2018, PREPA, the Oversight Board, the Puerto Rico Fiscal Agency and Financial Advisory Authority
(“AAFAF”) and the Governor announced a preliminary restructuring support agreement with certain members of
the Ad Hoc Group of bondholders. National is not a party to that agreement. This preliminary agreement has not
been finalized and the parties continue to extend certain expiration dates.

On October 3, 2018, National, together with Assured Guaranty Corp., Assured Guaranty Municipal Corp., and
Syncora Guarantee Inc. (collectively, “Movants”) filed a motion in the Title III case for PREPA for relief from the
automatic stay to allow Movants to exercise their statutory right to have a receiver appointed at PREPA. Movants
argue that PREPA’s long history of mismanagement and politicization has harmed, and will continue to harm, all
of its stakeholders, including creditors and the people of Puerto Rico. Movants write that a Receiver is necessary
to ensure that PREPA is managed in the best interests of all of its constituents. Discovery in connection with
Movants’ motion is ongoing; the current trial date is set for May of 2019.

PRHTA

On May 21, 2017, the Oversight Board commenced a Title III case for PRHTA. On June 3, 2017, National,
together with Assured and Assured Guaranty Municipal Corp., filed an adversary proceeding seeking to enforce
the special revenue protections of the Bankruptcy Code which are incorporated into PROMESA. These provisions
ensure, among other things, that (i) current tax and toll revenues remain subject to liens and (ii) the automatic
stay resulting from a filing of a Title III petition does not stay or limit application of these pledged special revenues
to the repayment of PRHTA debt. On January 30, 2018, the court granted motions to dismiss the adversary
proceeding. The plaintiffs appealed this decision to the United States Court of Appeals for the First Circuit and
oral argument was held on November 5, 2018 in San Juan, Puerto Rico. No decision has been rendered.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

Additionally, on June 20, 2017, AAFAF informed Bank of New York, as fiscal agent for the PRHTA bonds, that
due to the Title III case, the funds in the debt service reserve account in AAFAF’s view were not property of the
bondholders and that Bank of New York should not disburse these funds to bondholders on July 1, 2017. The
parties agreed that such funds would be held by the Bank of New York and disbursement of such funds would be
addressed in the pending adversary proceeding.

Other

Other than Inter American University of Puerto Rico Inc., S&P, Fitch Ratings and/or Moody’s have downgraded
the ratings of all Puerto Rico issuers to below investment grade with a negative outlook due to ongoing economic
pressures, which will weigh on Puerto Rico’s ability to meet debt and other funding obligations, potentially driving
bondholder recovery rates lower as restructuring the island’s debt burden unfolds.

On January 10, 2019, the University of Puerto Rico (the “University”) received notification from the Middle States
Commission on Higher Education placing the University’s 11 institutions on “show cause” status. The University
had until the end of January 2019 to submit requested reports and argue why its accreditation should not be
revoked. On January 14, 2019, the University submitted audited financial statements, among other things, to the
accreditation agency. While it continues to evaluate the University’s situation, there are several options that
accreditation agency may take, which include withdrawing the accreditation, reaffirming the accreditation, or
keeping the University under show cause status.

The following table presents our scheduled gross debt service due on our Puerto Rico insured exposures as of
December 31, 2018, for each of the subsequent five years ending December 31 and thereafter:

2019

2020

2021

2022

2023

Thereafter

Total

Puerto Rico Electric Power Authority (PREPA)
Puerto Rico Commonwealth GO
Puerto Rico Public Buildings Authority (PBA)
Puerto Rico Highway and Transportation Authority
Transportation Revenue (PRHTA)
Puerto Rico Highway and Transportation Authority—
Subordinated Transportation Revenue (PRHTA)
Puerto Rico Sales Tax Financing Corporation (COFINA)
Puerto Rico Highway and Transportation Authority
Highway Revenue (PRHTA)
University of Puerto Rico System Revenue
Inter American University of Puerto Rico Inc.

Total

Corporate

$177 $115 $140 $140 $137 $
82
24

154
24

223
10

14
26

19
9

1
—

16
7
2

1
—

16
7
3

1
—

3
7
3

9
—

2
6
3

1
—

4
12
3

807 $1,516
754
262
256
163

793

936

25
4,170

38
4,170

51
73
14

92
112
28

$408 $401 $287 $215 $233 $ 6,358 $7,902

Our corporate segment consists of general corporate activities, including providing support services to MBIA Inc.’s
subsidiaries and asset and capital management. Support services are provided by our service company, MBIA
Services, and include, among others, management, legal, accounting, treasury, information technology, and insurance
portfolio surveillance, on a fee-for-service basis. Capital management includes activities related to servicing obligations
issued by MBIA Inc. and its subsidiaries, MBIA Global Funding, LLC (“GFL”) and MBIA Investment Management Corp.
(“IMC”). MBIA Inc. issued debt to finance the operations of the MBIA group. GFL raised funds through the issuance of
medium-term notes (“MTNs”) with varying maturities, which were in turn guaranteed by MBIA Corp. GFL lent the
proceeds of these MTN issuances to MBIA Inc. IMC, along with MBIA Inc., provided customized investment
agreements, guaranteed by MBIA Corp., for bond proceeds and other public funds for such purposes as construction,
loan origination, escrow and debt service or other reserve fund requirements. The Company has ceased issuing new
MTNs and investment agreements and the outstanding liability balances and corresponding asset balances have
declined over time as liabilities matured, terminated or were called or repurchased. All of the debt within the corporate
segment is managed collectively and is serviced by available liquidity.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

The following table summarizes the consolidated results of our corporate segment for the years ended
December 31, 2018, 2017 and 2016:

In millions

Net investment income
Fees
Net gains (losses) on financial instruments at fair value

and foreign exchange

Net investment losses related to other-than-temporary

impairments

Net gains (losses) on extinguishment of debt
Other net realized gains (losses)

Total revenues

Operating
Interest

Total expenses

Income (loss) before income taxes

n/m—Percent change not meaningful.

Years Ended December 31,

Percent Change

2018

$ 37
39

2017

$ 37
53

2016

2018 vs. 2017

2017 vs. 2016

33
49

—%
-26%

12%
8%

(32)

(14)

n/m

129%

—
3
(2)

50
95

—
28
(4)

62
89

(1)
5
(5)

83
92

145

$(46)

151

175

$(69)

$(108)

—%
-89%
-50%

21%

-19%
7%

-4%

-33%

-100%
n/m
-20%

22%

-25%
-3%

-14%

-36%

FEES The decrease in fees for 2018 compared with 2017 was primarily due to a decrease in fees paid by our
U.S. public finance insurance and international and structured finance insurance segments for administrative and
other services.

NET GAINS (LOSSES) ON FINANCIAL INSTRUMENTS AT FAIR VALUE AND FOREIGN EXCHANGE The
favorable change in net gains (losses) on financial instruments at fair value and foreign exchange for 2018
compared with 2017 was primarily due to foreign exchange gains on Euro denominated liabilities from the
strengthening of the U.S. dollar, partially offset by unfavorable changes in the fair value of the warrants issued on
MBIA Inc. common stock as a result of the increase in the stock price, which were exercised during the second
quarter of 2018.

The unfavorable change for 2017 compared with 2016 was primarily due to foreign exchange losses on Euro
denominated liabilities from the weakening of the U.S. dollar, partially offset by favorable changes in the fair value
of the warrants issued on MBIA Inc. common stock, a decrease in net losses on the sales of investments and an
increase in gains from our interest rate swaps. The changes in the fair value of warrants were primarily
attributable to a decrease in the price of MBIA Inc.’s common stock and changes in volatility, which are used in
the valuation of the warrants.

NET GAINS (LOSSES) ON EXTINGUISHMENT OF DEBT The decrease in net gains on extinguishment of debt
for 2018 compared with 2017 was primarily due to a decrease in gains from purchases, at discounts, of MTNs
issued by the Company. The increase in net gains on extinguishment of debt for 2017 compared with 2016 was
primarily due to an increase in gains from purchases, at discounts, of MTNs issued by the Company.

OPERATING EXPENSES Operating expenses decreased for 2018 compared with 2017 and 2016 primarily due
to decreases in compensation expense, primarily as a result of lower headcount.

INTEREST EXPENSE Interest expense increased for 2018 compared with 2017 due to the purchase by National
in the fourth quarter of 2017 of $129 million principal amount of MBIA Inc. 5.700% Senior Notes due 2034 that
were previously repurchased by MBIA Inc. and had not been retired. Interest expense decreased for 2017
compared with 2016 due to the maturities and repurchases of debt obligations issued by the Company.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

International and Structured Finance Insurance

Our international and structured finance insurance portfolios are managed through MBIA Corp. The financial
guarantees issued by MBIA Corp. generally provide unconditional and irrevocable guarantees of the payment of
the principal of, and interest or other amounts owing on, non-U.S. public finance and global structured finance
insured obligations when due or, in the event MBIA Corp. has the right, at its discretion, to accelerate insured
obligations upon default or otherwise. Effective on January 10, 2017, MBIA Corp.’s wholly-owned subsidiary,
MBIA UK Holdings, sold its operating subsidiary, MBIA UK, to Assured.

MBIA Corp. has insured sovereign-related and sub-sovereign bonds, privately issued bonds used for the financing
of utilities, toll roads, bridges, airports, public transportation facilities, and other types of infrastructure projects
serving a substantial public purpose. Global structured finance and asset-backed obligations typically are
securities repayable from cash flows generated by a specified pool of assets, such as residential and commercial
mortgages, insurance policies, consumer loans, corporate loans and bonds, trade and export receivables, and
leases for equipment, aircraft and real estate property. MBIA Insurance Corporation insures the investment
contracts written by MBIA Inc., and if MBIA Inc. or such subsidiaries were to have insufficient assets to pay
amounts due upon maturity or termination, MBIA Insurance Corporation would be required to make such
payments under its insurance policies. MBIA Insurance Corporation also insured debt obligations of other
affiliates, including GFL, IMC and MZ Funding LLC (“MZ Funding”). MBIA Corp. has also written insurance
policies guaranteeing the obligations under credit default swap (“CDS”) contracts of an affiliate, LaCrosse
Financial Products, LLC and certain other derivative contracts. Certain policies cover payments potentially due
under CDS, including termination payments that may become due in certain circumstances, including the
occurrence of certain insolvency or payment defaults under the CDS or derivative contracts by the insured
counterparty or by the guarantor. We no longer insure new credit derivative contracts except for transactions
related to the restructuring or reduction of existing derivative exposure. MBIA Insurance Corporation provides
reinsurance to MBIA Mexico.

MBIA Corp. has contributed to the Company’s net operating loss (“NOL”) carryforward, which is used in the
calculation of our consolidated income taxes. If MBIA Corp. becomes profitable, it is not expected to make any tax
payments under our tax sharing agreement. Refer to “Note 11: Income Taxes” in the Notes to Consolidated
Financial Statements for further information about taxes. Based on MBIA Corp.’s current projected earnings and
our expectation that it will not write new business, we believe it is unlikely that MBIA Corp. will generate significant
income in the near future. As a result of MBIA Corp.’s capital structure and business prospects, we do not expect
its financial performance to have a material impact on MBIA Inc.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

The following table presents our international and structured finance insurance segment results for the years
ended December 31, 2018, 2017 and 2016:

Years Ended December 31,

Percent Change

2018

2017

2016

2018 vs. 2017

2017 vs. 2016

In millions

Net premiums earned
Net investment income
Fees and reimbursements
Change in fair value of insured derivatives:

Realized gains (losses) and other settlements on

insured derivatives

Unrealized gains (losses) on insured derivatives

Net change in fair value of insured derivatives
Net gains (losses) on financial instruments at fair value

and foreign exchange

Other net realized gains (losses)
Revenues of consolidated VIEs:

Net investment income
Net gains (losses) on financial instruments at fair

value and foreign exchange
Other net realized gains (losses)

Total revenues

Losses and loss adjustment
Amortization of deferred acquisition costs
Operating
Interest
Expenses of consolidated VIEs:

Operating
Interest

Total expenses

78 $

6
47

(56)
31

(25)

(18)
2

25
(171)

(21)

(28)
31
21
129

11
93

257

44 $
21
57

84
12
72

(51)
—

(51)

(17)
39

130
28

278

184
43
30
119

10
80

466

(40)
21

(19)

30
(279)

—
—

(69)

146
56
44
115

14
25

400

Income (loss) before income taxes

$ (278) $ (188) $ (469)

n/m—Percent change not meaningful.

77%
-71%
-18%

10%
n/m

-51%

6%
-95%

30%

-81%
n/m

-108%

-115%
-28%
-30%
8%

10%
16%

-45%

48%

-48%
75%
-21%

28%
-100%

n/m

n/m
-114%

-13%

n/m
n/m

n/m

26%
-23%
-32%
3%

-29%
n/m

17%

-60%

As of December 31, 2018, MBIA Corp.’s total insured gross par outstanding was $11.9 billion.

On January 20, 2017, MBIA Corp. was presented with and fully satisfied a claim of $770 million on an insurance
policy it had written insuring certain notes issued by Zohar II. In order to satisfy the claim, MBIA Corp. used
approximately $60 million from its own resources and executed the following two related transactions: 1) MBIA
UK Holdings sold its operating subsidiary, MBIA UK, and made a cash payment of $23 million, to Assured, in
exchange for the receipt by MBIA UK Holdings of certain Zohar II notes owned by Assured, which had an
aggregate outstanding principal amount of $347 million as of January 10, 2017, which notes were distributed as a
dividend to MBIA Corp. upon completion of the sale of MBIA UK; and 2) MBIA Corp. executed a financing facility
(the “Facility”) with affiliates of certain holders of 14% Fixed-to-Floating Rate Surplus Notes of MBIA Corp.
(collectively, the “Senior Lenders”), and with MBIA Inc., pursuant to which the Senior Lenders provided
$325 million of senior financing and MBIA Inc. provided $38 million of subordinated financing to MZ Funding.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

NET PREMIUMS EARNED Our international and structured finance insurance segment generates net premiums
from insurance policies accounted for as financial guarantee contracts. Certain premiums are eliminated in our
consolidated financial statements as a result of the Company consolidating VIEs. In addition, we generate net
premiums from insured credit derivatives that are included in “Realized gains (losses) and other settlements on
insured derivatives” on our consolidated statements of operations. The following table provides net premiums
earned from our financial guarantee contracts for the years ended December 31, 2018, 2017 and 2016:

In millions

Net premiums earned:

Non-U.S.
U.S.

Total net premiums earned

VIEs (eliminated in consolidation)

Years Ended December 31,

Percent Change

2018

2017

2016

2018 vs. 2017

2017 vs. 2016

68 $
10

78 $

34 $
10

44 $

7 $

8 $

69
15

100%
-%

77%

-13%

-51%
-33%

-48%

14%

Net premiums earned represent gross premiums earned net of premiums ceded to reinsurers, and include
scheduled premium earnings and premium earnings from refunded issues. Net premiums earned increased for
2018 compared with 2017 primarily due to the acceleration of premiums related to the termination of several
international public finance policies in 2018. Net premiums earned decreased for 2017 compared with 2016
primarily due to decreases in scheduled premiums as a result of the sale of MBIA UK on January 10, 2017 and
from the maturity and early settlements of insured transactions with no writings of new insurance policies.

NET INVESTMENT INCOME The increase in net investment income for 2017 compared with 2016 was primarily related
to the accretion on certain Zohar II notes received in exchange for the sale of MBIA UK to Assured on January 10, 2017.

FEES AND REIMBURSEMENTS The decreases in fees and reimbursements for 2018 compared with 2017 was
due to a decrease in ceding commission income partially offset by an increase in waiver and consent fees. The
decrease in fees and reimbursements for 2017 compared to 2016 was primarily due to decreases in termination
and waiver and consent fees related to the ongoing management of our international and structured finance
insurance business and ceding commission income as a result of refunding activity. Due to the transaction-
specific nature inherent in fees and reimbursements, these revenues can vary significantly from period to period.

NET CHANGE IN FAIR VALUE OF INSURED DERIVATIVES Realized losses on insured derivatives include payments
made net of premiums and fees earned and salvage received. Premiums earned related to insured credit derivatives will
decrease over time as a result of settlements prior to maturity and amortization. For 2018, 2017 and 2016, realized losses
on insured derivatives resulted from claim payments on commercial mortgage-backed securities exposures.

For 2018, unrealized gains on insured derivatives were principally the result of par amortization, partially offset by
unfavorable changes in spreads/prices on the underlying collateral. For 2016, unrealized gains on insured
derivatives were principally the result of a decline in the weighted average life on transactions, favorable changes
in spreads/prices on the underlying collateral and a reversal of unrealized losses due to commutations, partially
offset by the effects of MBIA’s nonperformance risk on its derivative liabilities.

As of December 31, 2018 and 2017, the fair value of MBIA Corp.’s insured CDS liability was $33 million and
$63 million, respectively. As of December 31, 2018, MBIA Corp. had $70 million of gross par outstanding on an
insured credit derivative compared with $127 million as of December 31, 2017.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

NET GAINS (LOSSES) ON FINANCIAL INSTRUMENTS AT FAIR VALUE AND FOREIGN EXCHANGE The net
losses on financial instruments and foreign exchange for 2018 were primarily related to losses from foreign
currency revaluations on Chilean Unidad de Fomento denominated premium receivables due to the strengthening
of the U.S. dollar, partially offset by the revaluation of loss reserves on Mexican denominated policies as a result
of the strengthening of the U.S. dollar. The net losses on financial instruments and foreign exchange for 2017
were primarily related to unfavorable mark-to-market fluctuations on derivatives. The net gains on financial
instruments at fair value and foreign exchange for 2016 were primarily related to gains from foreign currency
revaluation of Chilean Unidad de Fomento and Euro denominated premium receivables and realized foreign
exchange gains from the liquidation of an investment portfolio in the United Kingdom.

OTHER NET REALIZED GAINS (LOSSES) Other net realized gains (losses) for 2017 were primarily related to
the settlement of litigation. Other net realized gains (losses) for 2016 related to the loss recorded to adjust the
carrying value of MBIA UK to its fair value less costs to sell prior to its sale.

REVENUES OF CONSOLIDATED VIEs For 2018, total revenues of consolidated VIEs were losses of
$111 million compared with gains of $185 million for 2017 and $31 million for 2016. The decrease in revenues of
consolidated VIEs for 2018 compared with 2017 was primarily due to the deconsolidation of two VIEs in 2018
from the Zohar Bankruptcy Settlement which resulted in a loss of $93 million and the deconsolidation of eight
other VIEs in 2018 which resulted in a loss of $78 million. The loss from the Zohar Bankruptcy Settlement resulted
from the difference between the fair value of the VIE assets that were deconsolidated and our estimate of salvage
and subrogation recoveries from those VIEs under insurance accounting. We elected to record at fair value
certain instruments that are consolidated under accounting guidance for consolidation of VIEs, and as such,
changes in fair value are reflected in earnings. The increase in revenues of consolidated VIEs for 2017 compared
with 2016 was primarily the result of gains related to changes in the fair value of assets within certain VIEs

LOSSES AND LOSS ADJUSTMENT EXPENSES Our international and structured finance insurance insured
portfolio management group is responsible for monitoring international and structured finance insured obligations.
The level and frequency of monitoring of any insured obligation depends on the type, size, rating and our
assessed performance of the insured issue. Refer to “Note 6: Loss and Loss Adjustment Expense Reserves” in
the Notes to Consolidated Financial Statements for a description of the Company’s loss reserving policy and
additional information related to its loss reserves.

Summary of Financial Guarantee Insurance Losses and LAE

The following table presents information about our financial guarantee insurance losses and LAE recorded in
accordance with GAAP for the years ended December 31, 2018, 2017 and 2016:

In millions

Losses and LAE related to actual and expected payments(1)
Recoveries of actual and expected payments

Years Ended
December 31,
2017

2018

2016

$(11) $125 $110
35

(17)

Gross losses incurred
Reinsurance

Losses and loss adjustment expenses(2)

(28)

191
— (7)

145
1

$(28) $184 $146

Percent Change

2018 vs. 2017

2017 vs. 2016

-109%
-126%

-115%
-100%

-115%

14%
89%

32%
n/m

26%

(1)—Loss and LAE with respect to Zohar II exposure reflect the expected loss and LAE payments net of expected recoveries on such
payments.
(2)—As a result of consolidation of VIEs, these amounts include the elimination of a loss and LAE benefit of $17 million for 2018 and losses
and LAE expenses of $29 million for 2017 and 2016.
n/m—Percent change not meaningful

For 2018, losses and LAE benefit primarily related to a decrease in expected payments on second-lien RMBS and
an increase in actual and expected collections related to certain collateralized debt obligations (“CDOs”). This was
partially offset by an increase in expected payments on insured first-lien RMBS transactions.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

For 2017, losses and LAE primarily related to increases in expected payments on insured first and second-lien
RMBS transactions and decreases in projected recoveries primarily related to the mortgage insurance settlement
with Old Republic Insurance Corporation.

For 2016, losses and LAE primarily related to increases in expected payments on insured first and second-lien
RMBS transactions and decreases in projected collections from excess spread within insured second-lien RMBS
securitizations, partially offset by decreases in expected payments related to CDOs.

Refer to “Note 6: Loss and Loss Adjustment Expense Reserves” in the Notes to Consolidated Financial
Statements for further information about our insurance loss recoverable and loss and LAE reserves. The following
table presents information about our insurance loss recoverable and reserves as of December 31, 2018 and
2017.

In millions

Assets:

Insurance loss recoverable
Reinsurance recoverable on paid and unpaid losses(1)

Liabilities:

Gross loss and LAE reserves
Expected recoveries on unpaid losses

Loss and LAE reserves

(1)—Reported within “Other assets” on our consolidated balance sheets.
n/m—Percent change not meaningful

December 31, December 31, Percent
Change

2017

2018

993 $
5

385
(2)

383 $

178
5

482
(16)

466

n/m
-%

-20%
-88%

-18%

Payment of claims totaling $919 million in November of 2015 and January of 2017, on MBIA Corp.’s policies
insuring certain notes issued by Zohar I and Zohar II entitles MBIA Corp. to reimbursement of such amounts plus
interest and expenses and/or to exercise certain rights and remedies to seek recovery of such amounts. Since the
second quarter of 2018, the Company no longer consolidates Zohar I and Zohar II as VIEs and estimated
recoveries from these transactions are included in “Insurance loss recoverable” on the Company’s consolidated
balance sheet. As of December 31, 2017, the fair value of the assets of Zohar I and Zohar II were included in
“Loans receivable and other instruments at fair value” under “Assets of consolidated variable interest entities” on
the Company’s consolidated balance sheet. Refer to “Note 1: Business Developments and Risks and
Uncertainties” in the Notes to Consolidated Financial Statements for additional information regarding the
estimated Zohar recoveries.

POLICY ACQUISITION COSTS AND OPERATING EXPENSES International and structured finance insurance
segment expenses for the years ended December 31, 2018, 2017 and 2016 are presented in the following table:

In millions

Gross expenses

Amortization of deferred acquisition costs
Operating

Total insurance expenses

Years Ended
December 31,

Percent Change

2018

2017

2016

2018 vs. 2017

2017 vs. 2016

$ 22 $ 31 $ 45

$ 31 $ 43 $ 56
44
30

$ 52 $ 73 $100

-29%

-28%
-30%

-29%

-31%

-23%
-32%

-27%

Gross expenses represent total insurance expenses before the deferral of any policy acquisition costs. Gross
expenses decreased for 2018 compared with 2017 and 2016 primarily due to decreases in compensation
expense. Operating expenses decreased for 2018 compared with 2017 and 2016 primarily due to decreases in
gross expenses.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

The decreases in the amortization of deferred acquisition costs for 2018 compared with 2017 and 2016 were due
to higher refunding activity in prior years. We did not defer a material amount of policy acquisition costs during
2018, 2017 or 2016. Policy acquisition costs in these periods were primarily related to ceding commissions and
premium taxes on installment policies written in prior periods.

INTEREST EXPENSE OF CONSOLIDATED VIEs For 2018 and 2017, total interest expense of consolidated VIEs
increased compared with 2016 primarily due to interest expense from the Facility. Refer to “Note 10: Debt” in the
Notes to Consolidated Financial Statements for further information about the Facility.

International and Structured Finance Insurance Portfolio Exposures

Credit Quality

The credit quality of our international and structured finance insured portfolio is assessed in the same manner as
our U.S. public finance insured portfolio. As of December 31, 2018 and 2017, 31% and 33%, respectively, of our
international and structured finance insured portfolio was rated below investment grade, before giving effect to
MBIA’s guarantees, based on MBIA’s internal ratings, which are generally more current than the underlying
ratings provided by S&P and Moody’s for this subset of our insured portfolio.

Selected Portfolio Exposures

The following is a summary of selected significant exposures within our residential mortgage insured portfolio of our
international and structured finance insurance segment. In addition, as of December 31, 2018, MBIA Corp. insured
$363 million of CDOs and related instruments. We may experience considerable incurred losses and future expected
payments in certain of these sectors. There can be no assurance that the loss reserves recorded in our financial
statements will be sufficient or that we will not experience losses on transactions on which we currently have no loss
reserves, in particular if the economy deteriorates. We may seek to purchase, directly or indirectly, obligations
guaranteed by MBIA Corp. or seek to commute policies. The amount of insurance exposure reduced, if any, and the
nature of any such actions will depend on market conditions, pricing levels from time to time, and other considerations.
In some cases, these activities may result in a reduction of loss reserves, but in all cases they are intended to limit our
ultimate losses and reduce the future volatility in loss development on the related policies. Our ability to purchase
guaranteed obligations and to commute policies will depend on management’s assessment of available liquidity.

Residential Mortgage Exposure

MBIA Corp. insures mortgage-backed securities (“MBS”) backed by residential mortgage loans, including second-
lien RMBS transactions (revolving home equity lines of credit (“HELOC”) loans and closed-end second (“CES”)
mortgages). MBIA Corp. also insures MBS backed by first-lien alternative A-paper (“Alt-A”) and subprime
mortgage loans directly through RMBS securitizations. There was considerable stress and deterioration in the
mortgage market since 2008 reflected by heightened delinquencies and losses, particularly related to mortgage
loans originated during 2005, 2006 and 2007.

The following table presents the gross par outstanding of MBIA Corp.’s total direct RMBS insured exposure as of
December 31, 2018 and 2017. Amounts include the gross par outstanding related to transactions that the
Company consolidates under accounting guidance for VIEs.

In millions

Collateral Type

HELOC Second-lien
CES Second-lien
Alt-A First-lien(1)
Subprime First-lien
Prime First-lien

Total

Gross Par Outstanding as of

December 31,
2018

December 31,
2017

Percent
Change

511
591
983
439
15

2,539

975
1,037
1,078
512
19

3,621

-48%
-43%
-9%
-14%
-21%

-30%

(1)—Includes international exposure of $245 million as of December 31, 2018 and 2017.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS (continued)

U.S. Public Finance and International and Structured Finance Reinsurance

Reinsurance enables the Company to cede exposure for purposes of syndicating risk. The Company generally
retains the right to reassume the business ceded to reinsurers under certain circumstances, including a
reinsurer’s rating downgrade below specified thresholds. Currently, we do not intend to use reinsurance to
decrease the insured exposure in our portfolio. Refer to “Note 13: Insurance in Force” in the Notes to
Consolidated Financial Statements for a further discussion about reinsurance agreements.

Taxes

Provision for Income Taxes

The Company’s income taxes and the related effective tax rates for the years ended December 31, 2018, 2017
and 2016 are presented in the following table:

In millions

Income (loss) before income taxes
Provision (benefit) for income taxes
Effective tax rate

Years Ended December 31,

2018

2017

2016

$
$(296)
$ — $

0.0%

(661)
944
-142.8%

$(339)
$ (1)
0.2%

For 2018, our effective tax rate applied to our loss before income taxes was lower than the U.S. statutory tax rate
of 21% due to the full valuation allowance on the changes in our net deferred tax asset.

For 2017, our effective tax rate applied to our loss before income taxes was lower than the then U.S. statutory
rate of 35% due to the establishment of a full valuation allowance against our net deferred tax asset.

In June of 2017, S&P downgraded the financial strength rating of National, which led the Company to cease its
efforts to write new financial guarantee business. In addition to National’s cessation of new business activity,
there was an increase in loss and LAE due to changes in assumptions on certain Puerto Rico credits. As a result
of the increase in loss and LAE, the Company has a three-year cumulative loss, which is considered significant
negative evidence in the assessment of its ability to use its net deferred tax asset. In addition, the Company
considered all available positive and negative evidence as required by GAAP, to estimate if sufficient taxable
income will be generated to use its net deferred tax asset. After considering all positive and negative evidence,
including the Company’s inability to objectively identify and forecast future sources of taxable income, the
Company concluded that it does not have sufficient positive evidence to support its ability to use its net deferred
tax asset before it expires. As of December 31, 2018 and 2017, the Company’s valuation allowance against its
net deferred tax asset was $834 million and $770 million, respectively.

Notwithstanding the full valuation allowance on its net deferred tax asset, the Company believes that it may be
able to use some of its net deferred tax asset before the expirations associated with that asset based upon
expected earnings at National and potential future sources of taxable income to be identified by the Company.
Accordingly, the Company will continue to re-evaluate its net deferred tax asset on a quarterly basis. There is no
assurance that the Company will reverse any of its valuation allowance on its net deferred tax asset in the future.

For 2016, our effective tax rate applied to our loss before income taxes was lower than the U.S. statutory rate of
35% primarily due to the provision for deferred taxes on the basis differences of our foreign subsidiary, MBIA UK,
which resulted from the change in assertion of MBIA UK paying future dividends over time to calculating deferred
taxes on the basis of the sale of MBIA UK and a valuation allowance against certain foreign tax credits.

Refer to “Note 11: Income Taxes” in the Notes to Consolidated Financial Statements for a further discussion of
income taxes, including the valuation allowance against the Company’s net deferred tax asset and its accounting
for tax uncertainties.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

CAPITAL RESOURCES

The Company manages its capital resources to minimize its cost of capital while maintaining appropriate claims-
paying resources (“CPR”) for National and MBIA Corp. The Company’s capital resources consist of total
shareholders’ equity, total debt issued by MBIA Inc. for general corporate purposes, surplus notes issued by
MBIA Corp., and the Facility issued by MZ Funding. Total capital resources were $3.0 billion and $3.2 billion as of
December 31, 2018 and 2017, respectively. As of December 31, 2018, MBIA Inc.’s investment in subsidiaries
totaled $1.9 billion.

In addition to scheduled debt maturities, from time to time, we reduce unsecured debt through calls or
repurchases. MBIA Inc. or National may also repurchase outstanding MBIA Inc. common shares when we deem it
beneficial to our shareholders. Repurchases of debt and common stock are made in the open market or in private
transactions as permitted by securities laws and other legal requirements. We may also choose to redeem debt
obligations where permitted by the relevant agreements. Refer to “Note 18: Common and Preferred Stock” in the
Notes to Consolidated Financial Statements for information about MBIA Inc.’s and National’s share repurchases
and “Note 10: Debt” in the Notes to Consolidated Financial Statements for information about debt repurchases.

MBIA Inc. supports the MTN and investment agreement obligations issued by the Company. We seek to maintain
sufficient liquidity and capital resources to meet the Company’s general corporate needs and debt service. Based
on MBIA Inc.’s debt service requirements and expected operating expenses, we expect that MBIA Inc. will have
sufficient resources to satisfy its debt obligations and its general corporate needs over time from distributions from
its operating subsidiaries; however, there can be no assurance that MBIA Inc. will have sufficient resources to do
so. In addition, the Company may also consider raising third-party capital. Refer to “Capital, Liquidity and Market
Related Risk Factors” in Part I, Item 1A of this Form 10-K and the “Liquidity—Corporate Liquidity” section included
herein for additional information about MBIA Inc.’s liquidity.

Warrants

Insurance Statutory Capital

National and MBIA Insurance Corporation are incorporated and licensed in, and are subject to primary insurance
regulation and supervision by New York State Department of Financial Services (“NYSDFS”). MBIA Mexico is
regulated by the Comisión Nacional de Seguros y Fianzas in Mexico. MBIA Corp.’s Spanish Branch is subject to
local regulation in Spain. National and MBIA Insurance Corporation each are required to file detailed annual financial
statements, as well as interim financial statements, with the NYSDFS and similar supervisory agencies in each of
the other jurisdictions in which it is licensed. These financial statements are prepared in accordance with New York
State and the National Association of Insurance Commissioners’ statements of U.S. STAT and assist our regulators
in evaluating minimum standards of solvency, including minimum capital requirements, and business conduct.

National

Capital and Surplus

National reported total statutory capital of $2.5 billion as of December 31, 2018, compared with $2.8 billion as of
December 31, 2017. As of December 31, 2018, statutory capital comprised $2.0 billion of policyholders’ surplus
and $522 million of contingency reserves. National had a statutory net loss of $27 million for the year ended
December 31, 2018. As of December 31, 2018, National’s unassigned surplus was $1.4 billion.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

CAPITAL RESOURCES (continued)

In order to maintain its New York State financial guarantee insurance license, National is required to maintain a
minimum of $65 million of policyholders’ surplus. National is also required to maintain contingency reserves to
provide protection to policyholders in the event of extreme losses in adverse economic events.

New York Insurance Law (“NYIL”) regulates the payment of dividends by financial guarantee insurance companies
and provides that such companies may not declare or distribute dividends except out of statutory earned surplus.
Under NYIL, the sum of (i) the amount of dividends declared or distributed during the preceding 12-month period
and (ii) the dividend to be declared may not exceed the lesser of (a) 10% of policyholders’ surplus, as reported in the
latest statutory financial statements or (b) 100% of adjusted net investment income for such 12-month period (the
net investment income for such 12-month period plus the excess, if any, of net investment income over dividends
declared or distributed during the two-year period preceding such 12-month period), unless the Superintendent of
the NYSDFS approves a greater dividend distribution based upon a finding that the insurer will retain sufficient
surplus to support its obligations.

National had positive earned surplus as of December 31, 2018, from which it may pay dividends, subject to the
limitations described above. During 2018, National declared and paid a dividend of $108 million to its ultimate
parent, MBIA Inc. We expect the as-of-right declared and paid dividend amounts from National to be limited to
prior year net investment income for the foreseeable future.

Claims-Paying Resources (Statutory Basis)

CPR is a key measure of the resources available to National to pay claims under its insurance policies. CPR
consists of total financial resources and reserves calculated on a statutory basis. CPR has been a common
measure used by financial guarantee insurance companies to report and compare resources and continues to be
used by MBIA’s management to evaluate changes in such resources. We have provided CPR to allow investors
and analysts to evaluate National using the same measure that MBIA’s management uses to evaluate National’s
resources to pay claims under its insurance policies. There is no directly comparable GAAP measure. Our
calculation of CPR may differ from the calculation of CPR reported by other companies.

National’s CPR and components thereto, as of December 31, 2018 and 2017 are presented in the following table:

In millions

Policyholders’ surplus
Contingency reserves

Statutory capital
Unearned premiums
Present value of installment premiums (1)

Premium resources (2)

Net loss and LAE reserves (1)
Salvage reserves

Gross loss and LAE reserves

Total claims-paying resources

As of
December 31,
2018

As of
December 31,
2017

1,998
522

2,520
496
150

646
71
607

678

2,166
594

2,760
585
164

749
227
387

614

3,844

4,123

(1)—Calculated using a discount rate of 3.67% as of December 31, 2018 and 3.25% as of December 31, 2017.
(2)—Includes financial guarantee and insured credit derivative related premiums.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

CAPITAL RESOURCES (continued)

MBIA Insurance Corporation

Capital and Surplus

MBIA Insurance Corporation reported total statutory capital of $555 million as of December 31, 2018 compared
with $464 million as of December 31, 2017. As of December 31, 2018, statutory capital comprised $356 million of
policyholders’ surplus and $199 million of contingency reserves. As of December 31, 2017, statutory capital
comprised $237 million of policyholders’ surplus and $227 million of contingency reserves. For the year ended
December 31, 2018, MBIA Insurance Corporation had statutory net income of $134 million. MBIA Insurance
Corporation’s policyholders’ surplus included negative unassigned surplus of $1.7 billion and $1.8 billion as of
December 31, 2018 and 2017, respectively. MBIA Insurance Corporation’s policyholders’ surplus may be further
negatively impacted if future additional insured losses are incurred.

As of December 31, 2018, MBIA Insurance Corporation recognized estimated recoveries on a statutory basis
related to put-back claims against Credit Suisse, excess spread recoveries on RMBS and recoveries related to
CDOs. There can be no assurance that we will be successful or that we will not be delayed in realizing these
recoveries. Refer to “Note 6: Loss and Loss Adjustment Expense Reserves” in the Notes to Consolidated
Financial Statements for additional information about these recoveries.

In order to maintain its New York State financial guarantee insurance license, MBIA Insurance Corporation is
required to maintain a minimum of $65 million of policyholders’ surplus. As of December 31, 2018, MBIA Corp.
met the required minimum surplus of $65 million. Under NYIL, MBIA Insurance Corporation is required to invest
its minimum surplus and contingency reserves and 50% of its loss reserves and unearned premium reserves in
certain qualifying assets. As of December 31, 2018, MBIA Insurance Corporation maintained its minimum
requirement of policyholders’ surplus but did not have enough qualifying assets to support its contingency
reserves and 50% of its loss reserves and unearned premium reserves. As of December 31, 2018, MBIA
Insurance Corporation was in compliance with its aggregate risk limits under the NYIL, but was not in compliance
with certain of its single risk limits. If MBIA Insurance Corporation does not comply with the above mentioned
requirements, the NYSDFS may prevent MBIA Insurance Corporation from transacting any new financial
guarantee insurance business until it no longer exceeds the limitations.

In connection with MBIA Insurance Corporation obtaining approval from the NYSDFS to release excess
contingency reserves in previous periods, MBIA Insurance Corporation agreed that it would not pay any dividends
without prior approval from the NYSDFS. Due to its significant earned surplus deficit, MBIA Insurance Corporation
has not had the statutory capacity to pay dividends since December 31, 2009. Based on estimated future income,
MBIA Insurance Corporation is not expected to have any statutory capacity to pay any dividends.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

CAPITAL RESOURCES (continued)

The NYSDFS has not approved MBIA Insurance Corporation’s requests to make interest payments on MBIA
Insurance Corporation’s 14% Fixed-to-Floating Rate Surplus Notes due January 15, 2033 (the “Surplus Notes”)
since, and including, the January 15, 2013 interest payment. The NYSDFS has cited both MBIA Insurance
Corporation’s liquidity and financial condition as well as the availability of “free and divisible surplus” as the basis
for such non-approvals. As of January 15, 2019, the most recent scheduled interest payment date, there was
$757 million of unpaid interest on the par amount outstanding of $953 million of the Surplus Notes. Under
Section 1307 of the NYIL and the Fiscal Agency Agreement governing the surplus notes, Surplus Note payments
may be made only with the prior approval by the NYSDFS and if MBIA Insurance Corporation has sufficient
“Eligible Surplus”, or as we believe, “free and divisible surplus” as an appropriate calculation of “Eligible Surplus.”
As of December 31, 2018, MBIA Insurance Corporation had “free and divisible surplus,” of $338 million. There is
no assurance the NYSDFS will approve Surplus Note payments, notwithstanding the sufficiency of MBIA
Insurance Corporation’s liquidity and financial condition. The unpaid interest on the Surplus Notes will become
due on the first business day on or after which MBIA Insurance Corporation obtains approval to pay some or all of
such unpaid interest. No interest has been accrued or will accrue on the deferred interest.

Claims-Paying Resources (Statutory Basis)

CPR is a key measure of the resources available to MBIA Corp. to pay claims under its insurance policies. CPR
consists of total financial resources and reserves calculated on a statutory basis. CPR has been a common
measure used by financial guarantee insurance companies to report and compare resources, and continues to be
used by MBIA’s management to evaluate changes in such resources. We have provided CPR to allow investors
and analysts to evaluate MBIA Corp., using the same measure that MBIA’s management uses to evaluate MBIA
Corp.’s resources to pay claims under its insurance policies. There is no directly comparable GAAP measure. Our
calculation of CPR may differ from the calculation of CPR reported by other companies.

MBIA Corp.’s CPR and components thereto, as of December 31, 2018 and 2017 are presented in the following table:

In millions

Policyholders’ surplus
Contingency reserves

Statutory capital
Unearned premiums
Present value of installment premiums (1) (4)

Premium resources (2)

Net loss and LAE reserves (1)
Salvage reserves (3)

Gross loss and LAE reserves

Total claims-paying resources

As of
December 31,
2018

As of
December 31,
2017

356
199

555
109
139

248
(865)
1,402

537

237
227

464
195
192

387
(792)
1,428

636

1,340

1,487

(1)—Calculated using a discount rate of 5.17% as of December 31, 2018 and 5.20% as of December 31, 2017.
(2)—Includes financial guarantee and insured credit derivative related premiums.
(3)—This amount primarily consists of expected recoveries related to the Company’s CDOs, excess spread and put-backs.
(4)—Based on the Company’s estimate of the remaining life for its insured exposures.

LIQUIDITY

We use a liquidity risk management framework, the primary objective of which is to match liquidity resources to
needs. We monitor our cash and liquid asset resources using cash forecasting and stress-scenario testing.
Members of MBIA’s senior management meet regularly to review liquidity metrics, discuss contingency plans and
establish target liquidity levels. We evaluate and manage liquidity on a legal-entity basis to take into account the
legal, regulatory and other limitations on available liquidity resources within the enterprise. The following is a
discussion of our liquidity resources and requirements for our holding company and our insurance subsidiaries.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

LIQUIDITY (continued)

National Liquidity

The primary sources of cash available to National are:

(cid:129)

principal and interest receipts on assets held in its investment portfolio, including proceeds from the sale
of assets;

recoveries associated with insurance loss payments; and

installment premiums.

The primary uses of cash by National are:

(cid:129)

payments of operating expenses, taxes and funding asset purchases;

loss payments and LAE on insured transactions; and

payments of dividends.

As of December 31, 2018 and 2017, National held cash and investments of $3.2 billion and $3.6 billion, respectively,
of which $488 million and $228 million, respectively, were cash and cash equivalents or short-term investments
comprised of highly rated commercial paper, money market funds and municipal, U.S. agency and corporate bonds.

The insurance policies issued or reinsured by National provide unconditional and irrevocable guarantees of
payments of the principal of, and interest or other amounts owing on, insured obligations when due. In the event
of a default in payment of principal, interest or other insured amounts by an issuer, National generally promises to
make funds available in the insured amount within one to three business days following notification. In some
cases, the amount due can be substantial, particularly if the default occurs on a transaction to which National has
a large notional exposure or on a transaction structured with large, bullet-type principal maturities. The fact that
the U.S. public finance insurance segment’s financial guarantee contracts generally cannot be accelerated by a
party other than the insurer helps to mitigate liquidity risk in this segment.

Corporate Liquidity

The primary sources of cash available to MBIA Inc. are:

(cid:129)

dividends from National;

release of funds under the tax sharing agreement;

available cash and liquid assets not subject to collateral posting requirements;

principal and interest receipts on assets held in its investment portfolio, including proceeds from the sale
of assets; and

access to capital markets.

The primary uses of cash by MBIA Inc. are:

(cid:129)

servicing outstanding unsecured corporate debt obligations and MTNs;

(cid:129) meeting collateral posting requirements under investment agreements and derivative arrangements;

(cid:129)

payments related to interest rate swaps;

payments of operating expenses; and

funding share repurchases and debt buybacks.

As of December 31, 2018 and 2017, the liquidity positions of MBIA Inc. were $457 million and $419 million,
respectively, and included cash and cash equivalents and other investments comprised of highly rated
commercial paper, money market funds and municipal, U.S. government, asset-backed and corporate bonds for
general corporate purposes, excluding the amounts held in escrow under its tax sharing agreement.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

LIQUIDITY (continued)

During the year ended December 31, 2018, $18 million was released to MBIA Inc. under the MBIA group tax
sharing agreement and related tax escrow account (“Tax Escrow Account”). In addition, $90 million was returned
to National as a result of National’s 2017 financial results. The releases were pursuant to the terms of the tax
sharing agreement following the expiration of National’s two-year NOL carry-back period under U.S. tax rules.
Subsequent to December 31, 2018, $91 million was released from the Tax Escrow Account to MBIA Inc., of which
$56 million was in cash, related to deposits made by National for the 2016 tax year. Also, $5 million was returned
to National as a result of capital losses incurred in 2018 that can be carried back to prior years. In addition to
releases or returns following the expiration of National’s two-year NOL carry-back period, from time to time, MBIA
Inc. is permitted to withdraw assets from the Tax Escrow Account if the aggregate market value of all assets held
in the Tax Escrow Account exceeds the required minimum balance. During 2018, such withdrawals totaled
$32 million. There can be no assurance that any future payments under the Tax Escrow Account from
subsidiaries will be released to MBIA Inc. due to deductible or creditable tax attributes of those subsidiaries and/or
the market value performance of the assets supporting the Tax Escrow Account.

During 2018, National purchased from MBIA Inc. $44 million par value of MBIA Inc.’s 5.700% Senior Notes due
2034 at a cost of approximately 70% of par value plus accrued interest and $10 million of MBIA Inc.’s 7.000%
Debentures due 2025 at a cost of approximately 92% of par value plus accrued interest. These notes had been
previously repurchased by MBIA Inc. and had not been retired. This transaction increased MBIA Inc.’s liquidity
position by a total of $41 million and had no impact to the Company’s consolidated balance sheet.

Based on our projections of National’s and MBIA Corp.’s future earnings and losses, we expect that for the
foreseeable future National will be the primary source of payments to MBIA Inc. During 2018, National declared
and paid a dividend of $108 million to its ultimate parent, MBIA Inc. There can be no assurance as to the amount
and timing of any such future dividends or payments from the tax escrow account under the tax sharing
agreement. Also, absent a special dividend subject to the approval of the NYSDFS, we expect the declared and
paid dividend amounts from National to be limited to the prior twelve months of net investment income. Refer to
the “Capital Resources – Insurance Statutory Capital” section for additional information on payments of dividends.
We do not expect MBIA Inc. to receive distributions from MBIA Corp.

Currently, a significant portion of the cash and securities held by MBIA Inc. is pledged against investment
agreement liabilities, the Asset Swap (simultaneous repurchase and reverse repurchase agreement) and
derivatives, which limits its ability to raise liquidity through asset sales. If the market value or rating eligibility of the
assets which are pledged against MBIA Inc.’s obligations were to decline, we would be required to pledge
additional eligible assets in order to meet minimum required collateral amounts against these liabilities. To
mitigate these risks, we seek to maintain cash and liquidity resources that we believe will be sufficient to make all
payments due on our obligations and to meet other financial requirements, such as posting collateral. Contingent
liquidity resources include: (1) sales of invested assets exposed to credit spread stress risk, which may occur at
losses; (2) termination and settlement of interest rate swap agreements; and (3) accessing the capital markets.
These actions, if taken, are expected to result in either additional liquidity or reduced exposure to adverse credit
spread movements. There can be no assurance that these actions will be sufficient to fully mitigate this risk.

MBIA Corp. Liquidity

The primary sources of cash available to MBIA Corp. are:

(cid:129)

recoveries associated with insurance loss payments;

installment premiums and fees; and

principal and interest receipts on assets held in its investment portfolio, including the proceeds from the
sale of assets.

The primary uses of cash by MBIA Corp. are:

(cid:129)

loss and LAE or commutation payments on insured transactions;

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

LIQUIDITY (continued)

(cid:129)

repayment of the Facility;

payments of operating expenses; and

payment of principal and interest related to its surplus notes, if and to the extent approved by the
NYSDFS. Refer to “Capital Resources – Insurance Statutory Capital” for a discussion on the
non-approval of requests to the NYSDFS to pay interest on its surplus notes.

As of December 31, 2018 and 2017, MBIA Corp. held cash and investments of $242 million and $271 million,
respectively, of which $145 million were cash and cash equivalents or short-term investments comprised of money market
funds and municipal, U.S. agency and corporate bonds that were immediately available to MBIA Insurance Corporation.

Insured transactions that require payment in full of the principal insured at maturity could present liquidity risk for
MBIA Corp. as any salvage recoveries from such payments could be recovered over an extended period of time
after the payment of the principal amount. MBIA Corp. is generally required to satisfy claims within one to three
business days, and as a result seeks to identify potential claims in advance through our monitoring process. In
order to monitor liquidity risk and maintain appropriate liquidity resources, we use the same methodology as we
use to monitor credit quality and losses within our insured portfolio, including stress scenarios. Refer to “Note 6:
Loss and Loss Adjustment Expense Reserves” in the Notes to Consolidated Financial Statements for a discussion
of our loss process.

During 2018, MBIA Corp. collected $99 million from insured RMBS transactions related to excess spread
recoveries. As of December 31, 2018, MBIA Corp. has expected excess spread recoveries of $150 million,
including recoveries related to consolidated VIEs. MBIA Corp. has also recorded expected recovery amounts
related to its claims against Credit Suisse for ineligible mortgage loans and recoveries related to CDOs. There can
be no assurance that we will be successful or not be delayed in realizing these recoveries.

Advances Agreement

MBIA Inc., National, MBIA Insurance Corporation and certain other affiliates are party to an intercompany
advances agreement (the “MBIA Advances Agreement”). The MBIA Advances Agreement permits National to
make advances to MBIA Inc. and other MBIA group companies that are party to the agreement at a rate per
annum equal to LIBOR plus 0.25%. The agreement also permits other affiliates to make advances to National or
MBIA Insurance Corporation at a rate per annum equal to LIBOR minus 0.10%. Advances by National cannot
exceed 3% of its net admitted assets as of the last quarter end. As of December 31, 2018 and 2017, there were
no amounts drawn under the agreement.

Consolidated Cash Flows

Information about our consolidated cash flows by category is presented on our consolidated statements of cash flows.
The following table summarizes our consolidated cash flows for the years ended December 31, 2018, 2017 and 2016:

In millions

Statement of cash flow data:
Net cash provided (used) by:
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes on cash and cash

equivalents

Cash and cash equivalents—beginning of year
Reclassification to assets held for sale

Years Ended December 31,

Percent Change

2018

2017

2016

2018 vs. 2017

2017 vs. 2016

$ (319) $ (652) $ (149)
2,424
1,202
(2,535)
(589)

1,206
(752)

(1)
146
—

(2)
187
—

(2)
522
(73)

187

-51%
—%
28%

-50%
-22%
—%

92%

n/m
-50%
-77%

—%
-64%
-100%

-22%

Cash and cash equivalents—end of year

$ 280 $ 146 $

n/m—Percent change not meaningful.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

LIQUIDITY (continued)

Operating activities

Net cash used by operating activities decreased for the year ended December 31, 2018 compared with 2017
primarily due to a decrease in losses and LAE paid of $383 million and a decrease in operating and employee
related expenses paid of $47 million, partially offset by a decrease in proceeds from recoveries and reinsurance
of $109 million. Net cash used by operating activities increased for the year ended December 31, 2017 compared
with 2016 primarily due to an increase in losses and LAE paid of $417 million and a decrease in investment
income received of $70 million.

Investing activities

Net cash provided by investing activities increased slightly for the year ended December 31, 2018 compared with
2017 primarily due to an increase in sales, paydowns and maturities (purchases) of short-term investments, net of
$487 million, partially offset by an increase in purchases of AFS investments of $454 million. Net cash provided by
investing activities decreased for the year ended December 31, 2017 compared with 2016 primarily due to a
decrease in net proceeds from paydowns of held-to-maturity investments of consolidated VIEs of $1.8 billion,
partially offset by an increase in net proceeds from purchases, sales and paydowns and maturities of
available-for-sale investments of $582 million.

Financing activities

Net cash used by financing activities increased for the year ended December 31, 2018 compared with 2017
primarily due to proceeds received from the Facility of $328 million in 2017 and an increase in principal paydowns
of VIE notes of $230 million, partially offset by a decrease in purchases of treasury stock of $286 million. Net cash
used by financing activities decreased for the year ended December 31, 2017 compared with 2016 primarily due
to a decrease in the principal paydowns of consolidated VIE notes of $1.9 billion primarily related to the
deconsolidation of VIEs in 2016 and proceeds received from the Facility in 2017, partially offset by an increase in
purchases of treasury stock of $220 million.

Investments

The following discussion of investments, including references to consolidated investments, excludes investments
reported under “Assets of consolidated variable interest entities” on our consolidated balance sheets. Investments
of VIEs support the repayment of VIE obligations and are not available to settle obligations of MBIA. Our AFS
investments comprise high-quality fixed-income securities and short-term investments. Refer to “Note 8:
Investments” in the Notes to Consolidated Financial Statements for detailed discussion about our investments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

LIQUIDITY (continued)

The following table presents our investment portfolio as of December 31, 2018 and 2017.

As of December 31,
2018

As of December 31,
2017

Percent
Change

In millions

Available-for-sale investments(1)
U.S. public finance insurance

Amortized cost
Unrealized net gain (loss)

Fair value

Corporate

Amortized cost
Unrealized net gain (loss)

Fair value

International and structured finance insurance

Amortized cost
Unrealized net gain (loss)

Fair value

Total available-for-sale investments:

Amortized cost
Unrealized net gain (loss)

Total available-for-sale investments at fair value

Investments carried at fair value(2)
U.S. public finance insurance
Corporate
International and structured finance insurance

Total investments carried at fair value

Other investments at amortized cost:

U.S. public finance insurance

2,704 $
(64)

2,640

921
24

945

192
4

196

3,817
(36)

3,781

198
73
19

290

3,150
(72)

3,078

1,078
49

1,127

210
8

218

-14%
-11%

-14%

-15%
-51%

-16%

-9%
-50%

-10%

4,438
(15)

4,423

-14%
140%

-15%

174
56
—

230

14%
30%
n/m

26%

4,655

-50%

-13%

Consolidated investments at carrying value

4,072 $

(1)—Unrealized gains and losses, net of applicable deferred income taxes, are reflected in accumulated other comprehensive income in
shareholders’ equity.
(2)—Changes in fair value and realized gains and losses from the sale of these investments are reflected in net income. As a result of the
adoption of ASU 2016-01, December 31, 2018 balances include money market securities. As of December 31, 2017, money market securities
were reported in AFS investments.
n/m—Percent change not meaningful.

The fair value of the Company’s investments is based on prices which include quoted prices in active markets and
prices based on market-based inputs that are either directly or indirectly observable, as well as prices from
dealers in relevant markets. Differences between fair value and amortized cost arise primarily as a result of
changes in interest rates and general market credit spreads occurring after a fixed-income security is purchased,
although other factors may also influence fair value, including specific credit-related changes, supply and demand
forces and other market factors. When the Company holds an AFS investment to maturity, any unrealized gain or
loss currently recorded in accumulated other comprehensive income (loss) in the shareholders’ equity section of
the balance sheet is reversed. As a result, the Company would realize a value substantially equal to amortized
cost. However, when investments are sold prior to maturity, the Company will realize any difference between
amortized cost and the sale price of an investment as a realized gain or loss within its consolidated statements of
operations.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

LIQUIDITY (continued)

Credit Quality

The credit quality distribution of the Company’s AFS fixed-maturity investment portfolios, excluding short-term
investments, are based on ratings from Moody’s and alternate ratings sources, such as S&P or the best estimate
of the ratings assigned by the Company, have been used for a small percentage of securities that are not rated by
Moody’s. As of December 31, 2018, the weighted average credit quality ratings and percentage of investment
grade of the Company’s AFS fixed-maturity investment portfolios, excluding short-term investments, are
presented in the following table:

Weighted average credit quality ratings
Investment grade percentage

Insured Investments

U.S. Public

Finance Insurance Corporate

International and
Structured
Finance Insurance

Total

A
93%

Aa
99%

Aa
Aa
90% 94%

MBIA’s consolidated investment portfolio includes investments that are insured by various financial guarantee
insurers (“Insured Investments”), including investments insured by National and MBIA Corp. (“Company-Insured
Investments”). When purchasing Insured Investments, the Company’s third-party portfolio manager independently
assesses the underlying credit quality, structure and liquidity of each investment, in addition to the
creditworthiness of the insurer. Insured Investments are diverse by sector, issuer and size of holding. The third-
party portfolio manager assigns underlying ratings to Insured Investments without giving effect to financial
guarantees based on underlying ratings assigned by Moody’s or S&P, when a rating is not published by Moody’s.
When a Moody’s or S&P underlying rating is not available, the underlying rating is based on the portfolio
manager’s best estimate of the rating of such investment. A downgrade of a financial guarantee insurer has
historically had an adverse effect on the fair value of investments insured by the downgraded financial guarantee
insurer. If the Company determines that declines in the fair values of Insured Investments are other-than-
temporary, the Company will record a realized loss through earnings.

As of December 31, 2018, Insured Investments at fair value represented $438 million or 11% of consolidated
investments, of which $342 million or 8% of consolidated investments were Company-Insured Investments. As of
December 31, 2018, based on the actual or estimated underlying ratings of our consolidated investment portfolio,
without giving effect to financial guarantees, the weighted average rating of only the Insured Investments in the
investment portfolio would be in the Baa range. Without giving effect to the National and MBIA Corp. guarantees
of the Company-Insured Investments in the consolidated investment portfolio, as of December 31, 2018, based
on actual or estimated underlying ratings, the weighted average rating of the consolidated investment portfolio
was in the Aa range. The weighted average rating of only the Company-Insured Investments was in the below
investment grade range, and investments rated below investment grade in the Company-Insured Investments
were 7% of the total consolidated investment portfolio.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

LIQUIDITY (continued)

Contractual Obligations

The following table summarizes the Company’s future estimated cash payments relating to contractual obligations
as of December 31, 2018. Estimating these payments requires management to make estimates and assumptions
regarding these obligations. The estimates and assumptions used by management are described below. Since
these estimates and assumptions are subjective, actual payments in future periods may vary from those reported
in the following table. Refer to “Note 13: Insurance in Force” in the Notes to Consolidated Financial Statements for
information about the Company’s exposure under insurance contracts.

In millions

2019

2020

2021

2022

2023

Thereafter

Total

As of December 31, 2018

U.S. public finance insurance segment:
Gross insurance claim obligations(1)
Lease liability
Corporate segment:
Long-term debt
Investment agreements
Medium-term notes
Lease liability

International and structured finance insurance

segment:
Surplus notes
Gross insurance claim obligations(1)
MBIA Corp. Financing Facility

2 $ 1 $ 2 $ 1 $ 1 $
3

37
18
67
1

37
47
7
—

37
11
7
—

839
82
80

129
23
349

129
23
—

298
11
65
—

129
18
—

20
29
7
—

129
12
—

17 $
20

24
34

403
358
880
—

832
474
1,033
1

2,131
1,024
—

3,486
1,182
429

Total

$1,129 $596 $212 $525 $200 $ 4,833 $7,495

(1)—Amounts on certain policies are presented net of expected recoveries. Excludes intercompany reinsurance agreements.

Gross insurance claim obligations represent the future value of probability-weighted payments MBIA expects to
make (before reinsurance and the consolidation of VIEs) under insurance policies for which the Company has
recorded loss reserves (financial guarantees) or has estimated credit impairments (insured derivatives). Certain
policies included in gross insurance claim obligations are presented net of expected recoveries. The discounted
value of estimated payments included in the table, along with probability-weighted estimated recoveries and
estimated negotiated early settlements, on policies accounted for as financial guarantee insurance contracts is
reported as case basis reserves within “Loss and loss adjustment expense reserves” on the Company’s
consolidated balance sheets. Insured derivatives are recorded at fair value and reported within “Derivative
liabilities” on the Company’s consolidated balance sheets. Estimated potential claim payments on obligations
issued by VIEs consolidated in our international and structured finance insurance segment are included within
“Gross insurance claim obligations” in the preceding table. Obligations of these VIEs are collateralized by assets
held by the VIEs, and investors in such obligations do not have recourse to the general credit of MBIA. As of
December 31, 2018, VIE notes issued by issuer-sponsored consolidated VIEs totaled $1.7 billion, including
$480 million recorded at fair value, and are not considered contractual obligations of MBIA beyond MBIA’s
insurance claim obligation. The Company’s involvement with VIEs is continually reassessed as required by
consolidation guidance, and may result in consolidation or deconsolidation of VIEs in future periods. As the
Company consolidates and deconsolidates VIEs, the amount of VIE debt obligations recorded on its balance
sheet may change significantly.

Long-term debt, investment agreements, MTNs, surplus notes and the MBIA Corp. Financing Facility include
principal and interest and exclude premiums or discounts. Liabilities issued at discounts reflect principal due at
maturity. Interest payments on floating rate obligations are estimated using applicable forward rates. Principal and
interest on callable obligations or obligations that allow investors to withdraw funds prior to legal maturity are
based on the expected call or withdrawal dates of such obligations. Liabilities denominated in foreign currencies
are presented in U.S. dollars using applicable exchange rates as of December 31, 2018.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

LIQUIDITY (continued)

Included in international and structured finance insurance segment’s surplus notes for 2019 is $743 million of
unpaid interest related to the 2013 through 2018 interest payments in which MBIA Insurance Corporation’s
requests for approval to pay was not approved by the NYSDFS. This deferred interest payment will be due on the
first business day on or after which MBIA Insurance Corporation obtains approval to make such payment. No
interest will accrue on the deferred interest. There can be no assurance that the NYSDFS will approve any
subsequent payments, or that it will approve any payment by the scheduled interest payment date. Refer to
“Capital Resources – MBIA Insurance Corporation” section for additional information on MBIA Insurance
Corporation’s surplus notes and statutory capital. Principal payments under investment agreements are based on
expected withdrawal dates. All other principal payments are based on contractual maturity dates.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company’s market risk exposures relate to changes in interest rates, foreign exchange rates and credit
spreads that affect the fair value of its financial instruments, primarily investment securities, MTNs and investment
agreement liabilities. The Company’s investments are primarily U.S. dollar-denominated fixed-income securities
including municipal bonds, U.S. government bonds, corporate bonds, MBS and asset-backed securities. In
periods of rising and/or volatile interest rates, foreign exchange rates and credit spreads, profitability could be
adversely affected should the Company have to liquidate these securities. The Company minimizes its exposure
to interest rate risk, foreign exchange risk and credit spread movement through active portfolio management to
ensure a proper mix of the types of securities held and to stagger the maturities of its fixed-income securities.

INTEREST RATE SENSITIVITY

Interest rate sensitivity can be estimated by projecting a hypothetical instantaneous increase or decrease in
interest rates. The following table presents the estimated pre-tax change in fair value of the Company’s financial
instruments as of December 31, 2018 from instantaneous shifts in interest rates:

In millions

Estimated

change in
fair value

300 Basis Point
Decrease

200 Basis Point
Decrease

100 Basis Point
Decrease

100 Basis Point
Increase

200 Basis Point
Increase

300 Basis Point
Increase

Change in Interest Rates

429 $

242 $

105 $

(84) $

(151) $

(205)

FOREIGN EXCHANGE RATE SENSITIVITY

The Company is exposed to foreign exchange rate risk in respect of liabilities denominated in currencies other
than U.S. dollars. Certain liabilities included in our corporate segment are denominated in currencies other than
U.S. dollars. The majority of the Company’s foreign exchange rate risks is with the Euro. Foreign exchange rate
sensitivity can be estimated by projecting a hypothetical instantaneous increase or decrease in foreign exchange
rates. The following table presents the estimated pre-tax change in fair value of the Company’s financial
instruments as of December 31, 2018 from instantaneous shifts in foreign exchange rates:

In millions

Estimated change in fair value

Change in Foreign Exchange Rates

Dollar Weakens

Dollar Strengthens

20%

10%

20%

$ (73) $ (36) $

36 $

Item 7A. Quantitative and Qualitative Disclosures About Market Risk (continued)

CREDIT RATE SENSITIVITY

Credit spread sensitivity can be estimated by projecting a hypothetical instantaneous increase or decrease in
credit spreads. The following table presents the estimated pre-tax change in fair value of the Company’s financial
instruments as of December 31, 2018 from instantaneous shifts in credit spread curves. It was assumed that all
credit spreads move by the same amount. It is more likely that the actual changes in credit spreads will vary by
security. National’s investment portfolio would generally be expected to experience lower credit spread volatility
than other investment portfolios since National has higher credit quality and portfolio composition in sectors that
have been less volatile historically. The changes in fair value reflect partially offsetting effects as the value of the
investment portfolios generally changes in an opposite direction from the liability portfolio.

In millions

Estimated change in fair value

Change in Credit Spreads

50 Basis Point
Decrease

50 Basis Point
Increase

200 Basis Point
Increase

60 $

(57) $

(195)

Item 8. Financial Statements and Supplementary Data

MBIA INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2018 and 2017
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017

and 2016

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2018,

2017 and 2016

Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016
Notes to Consolidated Financial Statements

Note 1: Business Developments and Risks and Uncertainties
Note 2: Significant Accounting Policies
Note 3: Recent Accounting Pronouncements
Note 4: Variable Interest Entities
Note 5: Insurance Premiums
Note 6: Loss and Loss Adjustment Expense Reserves
Note 7: Fair Value of Financial Instruments
Note 8: Investments
Note 9: Derivative Instruments
Note 10: Debt
Note 11: Income Taxes
Note 12: Business Segments
Note 13: Insurance in Force
Note 14: Insurance Regulations and Dividends
Note 15: Pension and Profit Sharing Plans
Note 16: Long-term Incentive Plans
Note 17: Earnings Per Share
Note 18: Common and Preferred Stock
Note 19: Accumulated Other Comprehensive Income
Note 20: Commitments and Contingencies
Note 21: Subsequent Events

Refer to “Item 6. Selected Financial Data” for Supplementary Financial Information

65
67
68

70
71
72
72
75
81
83
85
87
96
111
117
121
123
126
130
134
135
136
138
139
140
141
143

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of MBIA Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of MBIA Inc. and its subsidiaries (the
“Company”) as of December 31, 2018 and 2017 and the related consolidated statements of operations, of
comprehensive income (loss), of changes in shareholders’ equity and of cash flows for each of the three years in
the period ended December 31, 2018, including the related notes and financial statement schedules listed in the
index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also
have audited the Company’s internal control over financial reporting as of December 31, 2018, based on criteria
established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2018 in conformity with accounting
principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain,
in all material respects, effective internal control over financial reporting as of December 31, 2018, based on
criteria established in Internal Control—Integrated Framework (2013) issued by the COSO because a material
weakness in internal control over financial reporting existed as of that date related to the Company not designing
and maintaining effective controls at a sufficient level of precision to verify the reliability of data, the
reasonableness of assumptions and the accuracy of calculations used in its residential mortgage-backed
securities loss reserve and recovery models.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis. The material weakness referred to above is
described in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. We
considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit
of the 2018 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s
internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over
financial reporting, included in management’s report referred to above. Our responsibility is to express opinions
on the Company’s consolidated financial statements, and on the Company’s internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are
free of material misstatement, whether due to error or fraud, and whether effective internal control over financial
reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
New York, New York
February 28, 2019

We have served as the Company’s auditor since at least 1986. We have not been able to determine the specific
year we began serving as auditor of the Company.

MBIA INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions except share and per share amounts)

Assets
Investments:

Fixed-maturity securities held as available-for-sale, at fair value (amortized cost $3,601 and $3,728)
Investments carried at fair value
Investments pledged as collateral, at fair value (amortized cost $46 and $147)
Short-term investments, at fair value (amortized cost $241 and $589)
Other investments (includes investments at fair value of $— and $4)

Total investments

Cash and cash equivalents
Premiums receivable
Deferred acquisition costs
Insurance loss recoverable
Other assets
Assets of consolidated variable interest entities:

Cash
Investments held-to-maturity, at amortized cost (fair value $925 and $916)
Investments carried at fair value
Loans receivable and other instruments at fair value
Loan repurchase commitments
Other assets

Total assets

Liabilities and Equity
Liabilities:

Unearned premium revenue
Loss and loss adjustment expense reserves
Long-term debt
Medium-term notes (includes financial instruments carried at fair value of $102 and $115)
Investment agreements
Derivative liabilities
Other liabilities
Liabilities of consolidated variable interest entities:

Variable interest entity notes (includes financial instruments carried at fair value of $480 and $1,069)

Total liabilities

Commitments and contingencies (Refer to Note 20)
Equity:

December 31,
2018

December 31,
2017

3,565
222
43
241
1

4,072
222
296
74
1,564
122

58
890
157
172
418
31

8,076

587
934
2,249
722
311
199
198

1,744

6,944

3,712
200
148
589
6

4,655
122
369
95
511
128

24
890
182
1,679
407
33

9,095

752
979
2,121
765
337
262
165

2,289

7,670

Preferred stock, par value $1 per share; authorized shares—10,000,000; issued and outstanding—none
Common stock, par value $1 per share; authorized shares—400,000,000; issued shares—283,625,689

—

and 283,717,973

Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss), net of tax of $8 and $16
Treasury stock, at cost—193,803,976 and 192,233,526 shares

Total shareholders’ equity of MBIA Inc.

Preferred stock of subsidiary

Total equity

Total liabilities and equity

284
3,025
966
(156)
(3,000)

1,119
13

1,132

8,076

284
3,171
1,095
(19)
(3,118)

1,413
12

1,425

9,095

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

MBIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions except share and per share amounts)

Years Ended December 31,

2018

2017

2016

114 $

107 $

Revenues:

Premiums earned:

Scheduled premiums earned
Refunding premiums earned

Premiums earned (net of ceded premiums of $5, $6 and $7)

Net investment income
Fees and reimbursements
Change in fair value of insured derivatives:

Realized gains (losses) and other settlements on insured derivatives
Unrealized gains (losses) on insured derivatives

Net change in fair value of insured derivatives

Net gains (losses) on financial instruments at fair value and foreign

exchange

Net investment losses related to other-than-temporary impairments:
Investment losses related to other-than-temporary impairments
Other-than-temporary impairments recognized in accumulated other

comprehensive income (loss)

Net investment losses related to other-than-temporary impairments

Net gains (losses) on extinguishment of debt
Other net realized gains (losses)
Revenues of consolidated variable interest entities:

Net investment income
Net gains (losses) on financial instruments at fair value and foreign

exchange

Other net realized gains (losses)

Total revenues

Expenses:

Losses and loss adjustment
Amortization of deferred acquisition costs
Operating
Interest
Expenses of consolidated variable interest entities:

Operating
Interest

Total expenses

Income (loss) before income taxes
Provision (benefit) for income taxes

Net income (loss)

Net income (loss) per common share:

Basic
Diluted

162
130
25

(56)
31

(25)

(17)

—

(5)

(5)
3
—

25
(171)

162

63
20
71
206

11
87

458

(296)
—

201
154
15

(51)
—

(51)

(24)

(101)

(5)

(106)
28
31

130
28

433

683
23
106
197

10
75

1,094

(661)
944

(296)

(1,605)

168
132

300
152
28

(40)
21

(19)

(1)

(4)

(5)
5
(282)

—
—

294

220
40
137
197

14
25

633

(339)
(1)

(338)

$
$

(3.33) $
(3.33) $

(13.50) $
(13.50) $

(2.54)
(2.54)

Weighted average number of common shares outstanding:

Basic
Diluted

89,013,711
89,013,711

118,930,282
118,930,282

133,001,088
133,001,088

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

MBIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)

Net income (loss)
Other comprehensive income (loss):
Unrealized gains (losses) on available-for-sale securities:

Unrealized gains (losses) arising during the period
Provision (benefit) for income taxes

Total

Reclassification adjustments for (gains) losses included in net income (loss)
Provision (benefit) for income taxes

Total

Available-for-sale securities with other-than-temporary impairments:

Other-than-temporary impairments and unrealized gains (losses) arising during the

period

Provision (benefit) for income taxes

Total

Reclassification adjustments for (gains) losses included in net income (loss)
Provision (benefit) for income taxes

Total

Foreign currency translation:

Foreign currency translation gains (losses)
Provision (benefit) for income taxes

Total

Instrument-specific credit risk of liabilities measured at fair value:

Unrealized gains (losses) arising during the period

Total other comprehensive income (loss)

Comprehensive income (loss)

Years Ended December 31,

2018

2017

2016

$(296) $(1,605) $(338)

(60)
5

(65)
(5)
—

(5)

41
—

41
5
—

2
—

(22)
(1)

(21)
2
—

(3)
—

(3)
7
1

146
21

125

—

109

28
7

21
(1)
1

(2)

10
4

6
4
1

(94)
1

(95)

—

(67)

$(266) $(1,496) $(405)

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

MBIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For The Years Ended December 31, 2018, 2017 and 2016
(In millions except share amounts)

Common Stock

Amount

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (loss)

Treasury Stock

Amount

Total
Shareholders’
Equity
of MBIA Inc.

Preferred Stock
of Subsidiary

Shares Amount

Total
Equity

Balance, January 1, 2016

281,833,618 $

282 $

3,138 $ 3,038 $

(61) (130,303,241) $(2,668) $

3,729 1,315 $

12 $ 3,741

Net income (loss)
Other comprehensive income (loss)
Share-based compensation, net of tax
Treasury shares acquired under share

repurchase program

—
—
2,156,381

—

—
—
2

—

— (338)
—
—
—
22

—
(67)

—
—
— (1,925,990)

—
—
(16)

—

— (16,559,937)

(105)

(338)
(67)
8

(105)

—
—
—

—

— (338)
(67)
—
8
—

— (105)

Balance, December 31, 2016

283,989,999 $

284 $

3,160 $ 2,700 $

(128) (148,789,168) $(2,789) $

3,227 1,315 $

12 $ 3,239

Net income (loss)
Other comprehensive income (loss)
Share-based compensation, net of tax
Treasury shares acquired under share

repurchase program

—
—
(272,026)

—

—
—
—

—

— (1,605)
—
—
—
11

—
109
—

—
—
(402,707)

—
—
(4)

(1,605)
109
7

—

— (43,041,651)

(325)

—
—
—

—

— (1,605)
109
—
7
—

— (325)

Balance, December 31, 2017

283,717,973 $

284 $

3,171 $ 1,095 $

(19) (192,233,526) $(3,118) $

1,413 1,315 $

12 $ 1,425

ASU 2016-01 transition adjustment
ASU 2018-02 transition adjustment
Net income (loss)
Other comprehensive income (loss)
Share-based compensation, net of tax
Treasury shares issued for warrant

exercises

Treasury shares acquired under share

repurchase program

Other

—
—
—
—
(92,284)

—

—
—

—
—
—
—
—

—

—
—

164
—
—
3
— (296)
—
—
—
(125)

(21)

—
—

—

—
—

(164)
(3)
—
30
—

—
—
—
—
2,994,497

—

1,277,620

— (5,842,567)
—
—

—
—
—
—
132

(48)
—

—
—
(296)
30
7

(48)
—

—
—
—
—
—

—

—
—

—
—
—
—
— (296)
30
—
7
—

—

—
1

(48)
1

Balance, December 31, 2018

283,625,689 $

284 $

3,025 $

966 $

(156) (193,803,976) $(3,000) $

1,119 1,315 $

13 $ 1,132

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

MBIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)

Cash flows from operating activities:

Premiums, fees and reimbursements received
Investment income received
Insured derivative commutations and losses paid
Financial guarantee losses and loss adjustment expenses paid
Proceeds from recoveries and reinsurance
Operating and employee related expenses paid
Interest paid, net of interest converted to principal
Income taxes (paid) received

Net cash provided (used) by operating activities

Cash flows from investing activities:

Purchases of available-for-sale investments
Sales of available-for-sale investments
Paydowns and maturities of available-for-sale investments
Purchases of investments at fair value
Sales, paydowns and maturities of investments at fair value
Sales, paydowns and maturities (purchases) of short-term investments, net
Sales, paydowns and maturities of held-to-maturity investments
Paydowns and maturities of loans receivable and other instruments
Consolidation of variable interest entities
Deconsolidation of variable interest entities
(Payments) proceeds for derivative settlements
Collateral (to) from counterparties
Capital expenditures
Other investing

Net cash provided (used) by investing activities

Cash flows from financing activities:

Proceeds from investment agreements
Principal paydowns of investment agreements
Principal paydowns of medium-term notes
Proceeds from the MBIA Corp. Financing Facility
Principal paydowns of variable interest entity notes
Purchases of treasury stock
Other financing

Net cash provided (used) by financing activities

Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents—beginning of period
Reclassification to assets held for sale

Cash and cash equivalents—end of period

Reconciliation of net income (loss) to net cash provided (used) by operating activities:

Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:

Change in:

Premiums receivable
Deferred acquisition costs
Unearned premium revenue
Loss and loss adjustment expense reserves
Insurance loss recoverable
Accrued interest payable
Accrued expenses

Net investment losses related to other-than-temporary impairments
Unrealized (gains) losses on insured derivatives
Net (gains) losses on financial instruments at fair value and foreign exchange
Other net realized (gains) losses
Deferred income tax provision (benefit)
Interest on variable interest entities, net
Other operating

Total adjustments to net income (loss)

Net cash provided (used) by operating activities

Supplementary Disclosure of Consolidated Cash Flow Information

Non-cash investing activities:

Years Ended December 31,

2018

2017

2016

86
205
(56)
(385)
61
(83)
(146)
(1)

(319)

61
248
(52)
(768)
170
(130)
(177)
(4)

(652)

115
318
(43)
(351)
99
(134)
(148)
(5)

(149)

(2,265)
2,117
329
(189)
212
420
—
614
—
(7)
(24)
—
(1)
—

1,206

12
(37)
(85)
—
(598)
(44)
—

(752)

(1)
134
146
—

280

(1,811)
2,256
568
(263)
326
(67)
—
259
18
—
(64)
4
(1)
(23)

1,202

17
(75)
(157)
328
(368)
(330)
(4)

(589)

(2)
(41)
187
—

146

(2,661)
2,412
680
(199)
260
(125)
1,799
261
9
(8)
(44)
49
(1)
(8)

2,424

19
(85)
(120)
—
(2,234)
(110)
(5)

(2,535)

(2)
(262)
522
(73)

187

$ (296)

$(1,605)

$ (338)

60
21
(165)
(46)
(213)
157
(9)
5
(31)
(8)
171
—
17
18

(23)

49
22
(206)
778
(681)
116
(29)
106
—
(106)
(59)
940
35
(12)

953

75
41
(263)
29
(74)
102
7
5
(21)
(84)
282
(5)
57
38

189

$ (319)

$ (652)

$ (149)

Non-cash consideration received from the sale of MBIA UK Insurance Limited

— $

332

—

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

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1: Business Developments and Risks and Uncertainties

Summary

MBIA Inc., together with its consolidated subsidiaries, (collectively, “MBIA” or the “Company”) operates within the
financial guarantee insurance industry. MBIA manages three operating segments: 1) United States (“U.S.”) public
finance insurance; 2) corporate; and 3) international and structured finance insurance. The Company’s U.S. public
finance insurance business is managed through National Public Finance Guarantee Corporation (“National”), the
corporate segment is operated through MBIA Inc. and several of its subsidiaries, including our service company,
MBIA Services Corporation (“MBIA Services”) and its international and structured finance insurance business is
primarily operated through MBIA Insurance Corporation and its subsidiaries (“MBIA Corp.”). Effective on
January 10, 2017, MBIA Corp.’s wholly-owned subsidiary, MBIA UK (Holdings) Limited (“MBIA UK Holdings”),
sold its operating subsidiary, MBIA UK Insurance Limited (“MBIA UK”), to Assured Guaranty Corp. (“Assured”), a
subsidiary of Assured Guaranty Ltd. Refer below for a further discussion of the sale of MBIA UK. Unless
otherwise indicated or the context otherwise requires, references to “MBIA Corp.” are (i) for any references
relating to the period ended January 10, 2017, to MBIA Insurance Corporation, together with its subsidiaries,
MBIA UK, and MBIA Mexico S.A. de C.V. (“MBIA Mexico”) and (ii) for any references relating to the period after
January 10, 2017, to MBIA Insurance Corporation together with MBIA Mexico.

Refer to “Note 12: Business Segments” for further information about the Company’s operating segments.

Business Developments

Financial Strength Ratings

In June of 2017, Standard & Poor’s Financial Services LLC (“S&P”) downgraded the financial strength rating of
National which made it difficult for National to compete with higher-rated competitors. Therefore, at that time,
National ceased its efforts to write new financial guarantee business. The Company then terminated its
agreements with S&P, Kroll Bond Rating Agency (“Kroll”) and Moody’s Investors Services (“Moody’s”) to provide
financial strength ratings to MBIA Inc. and certain of its subsidiaries. S&P and Kroll subsequently withdrew all of
their ratings. On January 17, 2018, Moody’s downgraded the financial strength rating of National to Baa2 from A3
with a stable outlook, affirmed the financial strength rating of MBIA Corp. at Caa1 with a developing outlook,
downgraded MBIA Inc.’s rating to Ba3 with a stable outlook from Ba1 with a negative outlook, and affirmed the
financial strength rating of MBIA Mexico at Caa1/B3.mx with a developing outlook. Moody’s, at its discretion and
in the absence of a contract with the Company, continues to maintain ratings on MBIA Inc. and its subsidiaries.

Stock Warrants

Sale of MBIA UK

On January 10, 2017, MBIA UK Holdings sold its operating subsidiary, MBIA UK, and made a cash payment of
$23 million, to Assured in exchange for the receipt by MBIA UK Holdings of certain notes owned by Assured that
were issued by Zohar II 2005-1, Limited (“Zohar II”) with an aggregate outstanding principal amount of
$347 million as of January 10, 2017 (the “Sale Transaction”). During 2017, the Company recorded a gain of
$5 million to adjust the carrying value of MBIA UK to its fair value less costs to sell as of the sale date. These
results were reflected in the Company’s international and structured finance insurance segment and included in
“Other net realized gains (losses)” on the Company’s consolidated statement of operations.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1: Business Developments and Risks and Uncertainties (continued)

Risks and Uncertainties

The Company’s financial statements include estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses. The outcome of certain significant risks and uncertainties could cause
the Company to revise its estimates and assumptions or could cause actual results to differ from the Company’s
estimates. The discussion below highlights the significant risks and uncertainties that could have a material effect
on the Company’s financial statements and business objectives in future periods.

U.S. Public Finance Market Conditions

National continues to surveil and remediate its existing insured portfolio and will seek opportunities to enhance
shareholder value using its substantial financial resources, while protecting the interests of all policyholders.
Certain state and local governments and territory obligors that National insures are under financial and budgetary
stress. This could lead to an increase in defaults by such entities on the payment of their obligations and losses or
impairments on a greater number of National’s insured transactions. National monitors and analyzes these
situations and other stressed credits closely, and the overall extent and duration of this stress is uncertain.

The Commonwealth of Puerto Rico and certain of its instrumentalities (“Puerto Rico”) are experiencing significant
fiscal stress and constrained liquidity due to, among other things, Puerto Rico’s structural budget imbalance, the
lack of access to the capital markets, a stagnating local economy, net migration of people out of Puerto Rico and
a high debt burden. Puerto Rico continues in its efforts to rebuild its infrastructure and to otherwise recover from
the impact of Hurricane Maria in 2017, aided in part by Federal Emergency Management Agency and other
federal agencies. As part of the Title III proceedings under Puerto Rico Oversight, Management and Economic
Stability Act (“PROMESA”), Puerto Rico submitted several draft fiscal plans and an independent Financial
Oversight and Management Board for Puerto Rico (“Oversight Board”) voted to certify the most recent fiscal plan.
The current plan, or any revisions thereto, can provide no assurance that National will fully recover past amounts
paid or future amounts that may be covered under its insurance policies. In addition, the extent and duration of
such aid is inherently uncertain, and the necessary and greater involvement of the federal government, through its
actions to deliver disaster relief and other support services, in addition to the role of the Oversight Board and the
role of Puerto Rico in its own recovery, heightens political risk in connection with the restructuring of legacy debt.
This risk could lead the Oversight Board, Puerto Rico or the federal government to seek to extract greater
concessions from creditors based on the uncertainty of Puerto Rico’s long term recovery prospects. In this event,
losses at National on select Puerto Rico exposures could increase materially.

Puerto Rico defaulted on scheduled debt service for National insured bonds and National paid gross claims in the
aggregate of $276 million during 2018. On January 1, 2019, Puerto Rico also defaulted on scheduled debt service
for National insured bonds and National paid gross claims in the aggregate of $65 million.

MBIA Corp. Insured Portfolio

MBIA Corp.’s primary objectives are to satisfy all claims by its policyholders and to maximize future recoveries, if
any, for its senior lending and surplus note holders, and then its preferred stock holders. MBIA Corp. is executing
this strategy by, among other things, pursuing various actions focused on maximizing the collection of recoveries
and by reducing potential losses on its insurance exposures. MBIA Corp.’s insured portfolio performance could
deteriorate and result in additional significant loss reserves and claim payments. MBIA Corp.’s ability to meet its
obligations is limited by available liquidity and its ability to secure additional liquidity through financing and other
transactions. There can be no assurance that MBIA Corp. will be successful in generating sufficient resources to
meet its obligations.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1: Business Developments and Risks and Uncertainties (continued)

Zohar and RMBS Recoveries

Payment of claims totaling $919 million in November of 2015 and January of 2017, on MBIA Corp.’s policies
insuring the Class A-1 and A-2 notes issued by Zohar CDO 2003-1, Limited (“Zohar I”) and insuring certain notes
issued by Zohar II, entitles MBIA Corp. to reimbursement of such amounts plus interest and expenses and/or to
exercise certain rights and remedies to seek recovery of such amounts. MBIA Corp. anticipates that the primary
source of the recoveries will come from the monetization of the assets of Zohar I and Zohar II, which include,
among other things, loans made to, and equity interests in, companies purportedly controlled by the sponsor and
former collateral manager of Zohar I and Zohar II (the “Zohar Sponsor”) (all the assets of Zohar I and Zohar II, the
“Zohar Assets”). On March 11, 2018, the then-director of Zohar I and Zohar II placed those funds into voluntary
bankruptcy proceedings in federal bankruptcy court in the District of Delaware (the “Zohar Funds Bankruptcy
Cases”). On May 21, 2018, the Court granted the Zohar funds’ motion to approve a settlement (the “Zohar
Bankruptcy Settlement”) which established a process by which the debtor funds, through an independent director
and a chief restructuring officer, will work with the original sponsor of the funds to monetize the Zohar Assets and
repay creditors, including MBIA Corp. In addition, the Zohar Bankruptcy Settlement provides for a stay of all
pending litigation between the parties for a minimum of fifteen months. Subsequent to the Zohar Bankruptcy
Settlement, the Company deconsolidated Zohar I and Zohar II as variable interest entities (“VIEs” or “VIE”) and,
as of December 31, 2018, salvage and subrogation recoveries related to Zohar I and Zohar II are reported within
“Insurance loss recoverable” on the Company’s consolidated balance sheet. Refer to “Note 4: Variable Interest
Entities” for additional information about the deconsolidation of the Zohar funds. Notwithstanding the Zohar
Bankruptcy Settlement, there can be no assurance that the value of the Zohar Assets will be sufficient to permit
MBIA Corp. to recover all or substantially all of the payments it made on Zohar I and Zohar II.

MBIA Corp. also projects to collect excess spread from insured residential mortgage-backed securities (“RMBS”),
and to recover proceeds from Credit Suisse Securities (USA) LLC, DLJ Mortgage Capital, Inc. and Select
Portfolio Servicing Inc. (collectively, “Credit Suisse”) arising from its failure to repurchase ineligible loans that were
included in a Credit Suisse sponsored RMBS transaction. However, the amount and timing of these collections
and recoveries are uncertain.

Failure to collect a substantial amount of its expected recoveries could impede MBIA Corp.’s ability to make
payments when due on other policies. MBIA Corp. believes that if the New York State Department of Financial
Services (“NYSDFS”) concludes at any time that MBIA Insurance Corporation will not be able to pay its
policyholder claims, the NYSDFS would likely put MBIA Insurance Corporation into a rehabilitation or liquidation
proceeding under Article 74 of the New York Insurance Law (“NYIL”) and/or take such other actions as the
NYSDFS may deem necessary to protect the interests of MBIA Insurance Corporation’s policyholders. The
determination to commence such a proceeding or take other such actions is within the exclusive control of the
NYSDFS.

Given the separation of MBIA Inc. and MBIA Corp. as distinct legal entities, the absence of any cross defaults
between the entities and the lack of reliance by MBIA Inc. on MBIA Corp. for the receipt of dividends, the
Company does not believe that a rehabilitation or liquidation proceeding with respect to MBIA Insurance
Corporation would have any significant liquidity impact on MBIA Inc. Such a proceeding could have material
adverse consequences for MBIA Corp., including the termination of insured credit default swaps (“CDS”) and
other derivative contracts for which counterparties may assert market-based claims, the acceleration of debt
obligations issued by affiliates and insured by MBIA Corp., the loss of control of MBIA Insurance Corporation to a
rehabilitator or liquidator, and unplanned costs.

Refer to “Note 6: Loss and Loss Adjustment Expense Reserves” for additional information about MBIA Corp.’s
recoveries.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1: Business Developments and Risks and Uncertainties (continued)

Corporate Liquidity

Based on the Company’s projections of National’s dividends, additional anticipated releases under its tax sharing
agreement and related tax escrow account (“Tax Escrow Account”), and other cash inflows, the Company expects
that MBIA Inc. will have sufficient cash to satisfy its debt service and general corporate needs. However, MBIA
Inc. continues to have liquidity risk that could be triggered by deterioration in the performance of invested assets,
interruption of or reduction in dividends or tax payments received from operating subsidiaries, impaired access to
the capital markets, as well as other factors, which are not anticipated at this time. Furthermore, failure by MBIA
Inc. to settle liabilities that are insured by MBIA Corp. could result in claims on MBIA Corp.

Note 2: Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates. As additional information becomes available or actual amounts become determinable, the recorded
estimates are revised and reflected in operating results.

Certain amounts have been reclassified in prior years’ financial statements to conform to the current presentation.
This includes a change in the classification of certain cash receipts and cash payments on the Company’s
consolidated statements of cash flows as resulting from the adoption of Accounting Standards Update (“ASU”)
2016-15, “Statement of Cash Flows (Topic 230)”. This classification change affected “Interest paid, net of interest
converted to principal”, in operating cash flows, and “Principal paydowns of investment agreements” and
“Principal paydowns of medium-term notes”, in financing cash flows, on the Company’s consolidated statements
of cash flows for the prior period. Such reclassifications did not materially impact total revenues, expenses,
assets, liabilities, shareholders’ equity, operating cash flows, investing cash flows, or financing cash flows for all
periods presented. Refer to “Note 3: Recent Accounting Pronouncements” for additional recent accounting
standards that impact the Company.

Consolidation

The consolidated financial statements include the accounts of MBIA Inc., its wholly-owned subsidiaries and all
other entities in which the Company has a controlling financial interest. All intercompany balances and
transactions have been eliminated. The Company determines whether it has a controlling financial interest in an
entity by first evaluating whether an entity is a voting interest entity or a VIE.

Voting interest entities are entities in which (i) the total equity investment at risk is sufficient to enable an entity to
finance its activities independently and (ii) the equity holders have the obligation to absorb losses, the right to
receive residual returns and the right to make decisions about the entity’s activities. Voting interest entities are
consolidated when the Company has a majority voting interest.

VIEs are entities that lack one or more of the characteristics of a voting interest entity. The consolidation of a VIE
is required if an entity has a variable interest (such as an equity or debt investment, a beneficial interest, a
guarantee, a written put option or a similar obligation) and that variable interest or interests give it a controlling
financial interest in the VIE. A controlling financial interest is present when an enterprise has both (a) the power to
direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation
to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The
enterprise with the controlling financial interest, known as the primary beneficiary, is required to consolidate the
VIE. The Company consolidates all VIEs in which it is the primary beneficiary. The Company elected to apply the
fair value option to all financial assets and financial liabilities of certain consolidated VIEs on a VIE-by-VIE basis.
Refer to “Note 4: Variable Interest Entities” for additional information.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 2: Significant Accounting Policies (continued)

Investments

The Company classifies its investments as available-for-sale (“AFS”), held-to-maturity (“HTM”), or trading. AFS
investments are reported in the consolidated balance sheets at fair value with unrealized gains and losses, net of
applicable deferred income taxes, reflected in accumulated other comprehensive income (loss) (“AOCI”) in
shareholders’ equity. Investments carried at fair value are reported in the consolidated balance sheets at fair
value and changes in fair value and realized gains and losses from the sale of these securities are reflected in
earnings as part of “Net gains (losses) on financial instruments at fair value and foreign exchange.” Investments
carried at fair value consist of certain investments elected under the fair value option. Short-term investments held
as AFS include all fixed-maturity securities with a remaining maturity of less than one year at the date of
purchase, commercial paper and money market securities. HTM investments are reported in the consolidated
balance sheets at amortized cost. Debt securities are classified as HTM investments when the Company has the
ability and intent to hold such investments to maturity. Investment income is recorded as earned. Bond discounts
and premiums are amortized using the effective yield method over the remaining term of the securities and
reported in “Net investment income.” For mortgage-backed securities (“MBS”) and asset-backed securities
(“ABS”), discounts and premiums are amortized using the retrospective method. Realized gains and losses
represent the difference between the amortized cost value and the sale proceeds.

Other-Than-Temporary Impairments on Investments

The Company’s consolidated statements of operations reflect the full impairment (the difference between a security’s
amortized cost basis and fair value) on debt securities that the Company intends to sell or would more likely than not
be required to sell before the expected recovery of the amortized cost basis. For AFS and HTM debt securities that
management has no intent to sell and believes that it is more likely than not such securities will not be required to be
sold prior to recovery, only the credit loss component of the impairment is recognized in earnings. For AFS securities,
the remaining fair value loss is recognized in AOCI, net of applicable deferred income taxes.

The Company’s AFS and HTM securities for which the fair value is less than amortized cost are reviewed no less
than quarterly in order to determine whether a credit loss exists. This evaluation includes both qualitative and
quantitative considerations. In assessing whether a decline in value is related to a credit loss, the Company
considers several factors, including but not limited to (a) the magnitude and duration of the decline, (b) credit
indicators and the reasons for the decline, such as general interest rate or credit spread movements, credit rating
downgrades, issuer-specific changes in credit spreads, and the financial condition of the issuer, and (c) any
guarantees associated with a security such as those provided by financial guarantee insurance companies. Credit
loss expectations for ABS and collateralized debt obligations (“CDOs”) are assessed using discounted cash flow
modeling, and the recoverability of amortized cost for corporate obligations is generally assessed using issuer-
specific credit analyses.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits, and deposits with banks with original
maturities of less than three months.

Deferred Acquisition Costs

The Company capitalized and deferred acquisition costs that were directly related to new or renewal insurance
business. Acquisition costs are costs to acquire an insurance contract which result directly from and are essential
to the insurance contracts transaction and would not have been incurred by the Company had the contract
transaction not occurred. Acquisition costs include compensation of employees involved in underwriting, certain
rating agency fees, state premium taxes and certain other underwriting expenses, reduced by ceding commission
income on premiums ceded to reinsurers. Acquisition costs also included ceding commissions paid by the
Company in connection with assuming business from other financial guarantors. Acquisition costs, net of ceding
commissions received, related to non-derivative insured financial guarantee transactions are deferred and
amortized over the period in which the related premiums are earned.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 2: Significant Accounting Policies (continued)

Derivatives

Derivative instruments are reported at fair value on the consolidated balance sheets as either assets or liabilities
depending on the rights or obligations under the contract, and changes in fair value are reported in the
consolidated statements of operations as “Net gains (losses) on financial instruments at fair value and foreign
exchange” or “Unrealized gains (losses) on insured derivatives” depending on the nature of the derivative. The
net change in the fair value of the Company’s insured derivatives has two primary components: (i) realized gains
(losses) and other settlements on insured derivatives and (ii) unrealized gains (losses) on insured derivatives.
“Realized gains (losses) and other settlements on insured derivatives” include (i) premiums received and
receivable on sold CDS contracts, (ii) premiums paid and payable to reinsurers in respect to CDS contracts,
(iii) net amounts received or paid on reinsurance commutations, (iv) losses paid and payable to CDS contract
counterparties due to the occurrence of a credit event or settlement agreement, (v) losses recovered and
recoverable on purchased CDS contracts due to the occurrence of a credit event or settlement agreement and
(vi) fees relating to CDS contracts. “Unrealized gains (losses) on insured derivatives” includes all other changes in
fair value of the insured derivative contracts.

In certain instances, the Company purchased or issued securities that contain embedded derivatives that were
separated from the host contract and accounted for as derivative instruments. In addition, the Company elected to
record at fair value certain financial instruments that contained an embedded derivative that required bifurcation
from the host contract and to be accounted for separately as a derivative instrument. These hybrid financial
instruments included certain medium-term notes (“MTNs”) and certain AFS securities. The Company elected to
fair value these hybrid financial instruments given the complexity of bifurcating the embedded derivatives.

Refer to “Note 9: Derivative Instruments” for a further discussion of the Company’s use of derivatives and their
impact on the Company’s consolidated financial statements and “Note 7: Fair Value of Financial Instruments” for
derivative valuation techniques and fair value disclosures.

Fair Value Measurements—Definition and Hierarchy

The Company carries certain financial instruments at fair value. Fair value is defined as the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The fair value measurement of financial instruments held or issued by the Company are
determined through the use of observable market data when available. Market data is obtained from a variety of
third-party sources, including dealer quotes. If dealer quotes are not available for an instrument that is infrequently
traded, the Company uses alternate valuation methods, including either dealer quotes for similar instruments or
pricing models that use market data inputs. The use of alternate valuation methods generally requires
considerable judgment in the application of estimates and assumptions and changes to such estimates and
assumptions may produce materially different fair values. The Company considers its own nonperformance risk
and the nonperformance risk of its counterparties when measuring fair value.

The accounting guidance establishes a fair value hierarchy that categorizes into three levels, the inputs used to
measure fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by
requiring that the most observable inputs be used when available and reliable. Observable inputs are those the
Company believes that market participants would use in pricing the asset or liability based on available market
data. Unobservable inputs are those that reflect the Company’s beliefs about the assumptions market participants
would use in pricing the asset or liability based on the best information available. The three levels of the fair value
hierarchy are defined as follows:

(cid:129)

Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the
Company can access. Valuations are based on quoted prices that are readily and regularly available in
an active market, with significant trading volumes.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 2: Significant Accounting Policies (continued)

(cid:129)

Level 2—Valuations based on quoted prices in markets that are not active or for which all significant
inputs are observable, either directly or indirectly. Level 2 assets include debt securities with quoted
prices that are traded less frequently than exchange-traded instruments, securities which are priced
using observable inputs and derivative contracts whose values are determined using a pricing model
with inputs that are observable in the market or can be derived principally from or corroborated by
observable market data.

Level 3—Valuations based on inputs that are unobservable or supported by little or no market activity,
and that are significant to the overall fair value measurement. Level 3 assets and liabilities include
financial instruments whose value is determined using pricing models, discounted cash flow
methodologies, or similar techniques where significant inputs are unobservable, as well as instruments
for which the determination of fair value requires significant management judgment or estimation.

The availability of observable inputs can vary from financial instrument to financial instrument and period to period
depending on the type of instrument, market activity, the approach used to measure fair value, and other factors.
The Company categorizes a financial instrument within the fair value hierarchy based on the least observable
input that is significant to the fair value measurement. When the inputs used to measure fair value of an asset or a
liability are categorized within different levels based on the definition of the fair value hierarchy, the fair value
measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input
that is significant to the entire measurement.

Refer to “Note 7: Fair Value of Financial Instruments” for additional fair value disclosures.

Loss and Loss Adjustment Expenses

The Company recognizes loss reserves on a contract-by-contract basis when the present value of expected net
cash outflows to be paid under the contract discounted using a risk-free rate as of the measurement date exceeds
the unearned premium revenue. A loss reserve is subsequently remeasured each reporting period for expected
increases or decreases due to changes in the likelihood of default and potential recoveries. Subsequent changes
to the measurement of the loss reserves are recognized as loss expense in the period of change. Measurement
and recognition of loss reserves are reported gross of any reinsurance. The Company estimates the likelihood of
possible claim payments and possible recoveries using probability-weighted expected cash flows based on
information available as of the measurement date, including market information. Accretion of the discount on a
loss reserve is included in loss expense.

The Company recognizes potential recoveries on paid claims based on probability-weighted net cash inflows
present valued at applicable risk-free rates as of the measurement date. Such amounts are reported within
“Insurance loss recoverable” on the Company’s consolidated balance sheets. To the extent the Company had
recorded potential recoveries in its loss reserves previous to a claim payment, such recoveries are reclassified to
“Insurance loss recoverable” upon payment of the related claim and remeasured each reporting period.

The Company’s loss reserve, insurance loss recoverable, and accruals for loss adjustment expense (“LAE”)
incurred are disclosed in “Note 6: Loss and Loss Adjustment Expense Reserves.”

Long-term Debt

Long-term debt is carried at the principal amount outstanding plus accrued interest and net of unamortized debt
issuance costs and discounts. Interest expense is accrued at the contractual interest rate. Debt issuance costs
and discounts are amortized and reported as interest expense.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 2: Significant Accounting Policies (continued)

Medium-Term Notes and Investment Agreements

MTNs and investment agreements are carried at the principal amount outstanding plus accrued interest and net
of unamortized discounts or at fair value for certain MTNs. Interest expense is accrued at the contractual interest
rate. Discounts are amortized and reported as interest expense.

Financial Guarantee Insurance Premiums

Unearned Premium Revenue and Receivable for Future Premiums

The Company recognizes a liability for unearned premium revenue at the inception of financial guarantee
insurance and reinsurance contracts on a contract-by-contract basis. Unearned premium revenue recognized at
inception of a contract is measured at the present value of the premium due. For most financial guarantee
insurance contracts, the Company receives the entire premium due at the inception of the contract, and
recognizes unearned premium revenue liability at that time. For certain other financial guarantee contracts, the
Company receives premiums in installments over the term of the contract. Unearned premium revenue and a
receivable for future premiums are recognized at the inception of an installment contract, and measured at the
present value of premiums expected to be collected over the contract period or expected period using a risk-free
discount rate. The expected period is used in the present value determination of unearned premium revenue and
receivable for future premiums for contracts where (a) the insured obligation is contractually prepayable,
(b) prepayments are probable, (c) the amount and timing of prepayments are reasonably estimable, and (d) a
homogenous pool of assets is the underlying collateral for the insured obligation. The Company has determined
that substantially all of its installment contracts meet the conditions required to be treated as expected period
contracts. The receivable for future premiums is reduced as installment premiums are collected. The Company
reports the accretion of the discount on installment premiums receivable as premium revenue and discloses the
amount recognized in “Note 5: Insurance Premiums.” The Company assesses the receivable for future premiums
for collectability each reporting period, adjusts the receivable for uncollectible amounts and recognizes any
write-off as operating expense, and discloses the amount recognized in “Note 5: Insurance Premiums.” As
premium revenue is recognized, the unearned premium revenue liability is reduced.

Premium Revenue Recognition

The Company recognizes and measures premium revenue over the period of the contract in proportion to the
amount of insurance protection provided. Premium revenue is measured by applying a constant rate to the
insured principal amount outstanding in a given period to recognize a proportionate share of the premium
received or expected to be received on a financial guarantee insurance contract. A constant rate for each
respective financial guarantee insurance contract is calculated as the ratio of (a) the present value of premium
received or expected to be received over the period of the contract to (b) the sum of all insured principal amounts
outstanding during each period over the term of the contract.

An issuer of an insured financial obligation may retire the obligation prior to its scheduled maturity through
refinancing or legal defeasance in satisfaction of the obligation according to its indenture, which results in the
Company’s obligation being extinguished under the financial guarantee contract. The Company recognizes any
remaining unearned premium revenue on the insured obligation as refunding premiums earned in the period the
contract is extinguished to the extent the unearned premium revenue has been collected.

Non-refundable commitment fees are considered insurance premiums and are initially recorded under unearned
premium revenue in the consolidated balance sheets when received. Once the related financial guarantee
insurance policy is issued, the commitment fees are recognized as premium written and earned using the
constant rate method. If the commitment agreement expires before the related financial guarantee is issued, the
non-refundable commitment fee is immediately recognized as premium written and earned at that time.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 2: Significant Accounting Policies (continued)

Fee and Reimbursement Revenue Recognition

The Company collects insurance related fees for services performed in connection with certain transactions.
Depending upon the type of fee received and whether it is related to an insurance policy, the fee is earned when
the related services are completed and the fee is received. Types of fees include work, waiver and consent, and
termination fees. The Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts
with Customers (Topic 606) (“ASU 2014-09”) in the first quarter of 2018 that amends the accounting guidance for
recognizing revenue related to fees and reimbursements based on the completion of the performance obligation.
The adoption of ASU 2014-09 did not affect the time of recognition or the measurement of fee and
reimbursements revenue.

Stock-Based Compensation

The Company recognizes in earnings all stock-based payment transactions at the fair value of the stock-based
compensation provided. Refer to “Note 16: Long-term Incentive Plans” for a further discussion regarding the
methodology utilized in recognizing employee stock compensation expense.

Foreign Currency Translation

Financial statement assets and liabilities denominated in foreign currencies are reported in U.S. dollars generally
using rates of exchange prevailing as of the balance sheet date and any related translation adjustments resulting
from the translation of the financial statements of the Company’s non-U.S. operations from its functional currency
into U.S. dollars are included in “Accumulated other comprehensive income (loss)” in shareholders’ equity.
Operating results of the Company’s non-U.S. operations are translated at average rates of exchange prevailing
during the year. Foreign currency remeasurement gains and losses resulting from transactions in non-functional
currencies are recorded in earnings. The Company derecognizes the cumulative translation adjustment reported
in “Accumulated other comprehensive income (loss)” and includes the amount as part of the gain or loss on the
sale or liquidation of its investment in a foreign entity in the period in which the sale or liquidation occurs.

Income Taxes

Deferred income taxes are recorded with respect to loss carryforwards and temporary differences between the tax
bases of assets and liabilities and the reported amounts in the Company’s financial statements that will result in
deductible or taxable amounts in future years when the reported amounts of assets and liabilities are recovered or
settled. Such temporary differences relate principally to net operating losses (“NOLs”), accrued surplus note
interest, loss reserve deductions, premium revenue recognition, deferred acquisition costs, asset impairments and
foreign tax credits. Valuation allowances are established to reduce deferred tax assets to the amount that more
likely than not will be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws
and rates in the period in which changes are approved by the relevant authority.

MBIA Inc. and its eligible U.S. subsidiaries file a consolidated federal income tax return. The U.S. income taxes
are allocated based on the provisions of the Company’s tax sharing agreement which governs the intercompany
settlement of tax obligations and benefits. The method of allocation between the members is based upon
calculations as if each member filed a separate tax return on its own. Under the Company’s tax sharing
agreement, each member with a NOL will receive the benefits of its tax losses and credits as it is able to earn
them out in the future.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 2: Significant Accounting Policies (continued)

In establishing a liability for an unrecognized tax benefit (“UTB”), assumptions may be made in determining whether
a tax position is more likely than not to be sustained upon examination by the taxing authority and also in
determining the ultimate amount that is likely to be realized. A tax position is recognized only when, based on
management’s judgment regarding the application of income tax laws, it is more likely than not that the tax position
will be sustained upon examination. The amount of tax benefit recognized is based on the Company’s assessment
of the largest amount of benefit that is more likely than not to be realized on ultimate settlement with the taxing
authority. This measurement is based on many factors, including whether a tax dispute may be settled through
negotiation with the taxing authority or is only subject to review in the courts. As new information becomes available,
the Company evaluates its tax positions, and adjusts its UTB, as appropriate. If the tax benefit ultimately realized
differs from the amount previously recognized, the Company recognizes an adjustment of the UTB.

Refer to “Note 11: Income Taxes” for additional information about the Company’s income taxes.

Note 3: Recent Accounting Pronouncements

Recently Adopted Accounting Standards

Revenue from Contracts with Customers (Topic 606) (ASU 2014-09) and Deferral of the Effective Date (ASU
2015-14)

In May of 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09. ASU 2014-09 amends
the accounting guidance for recognizing revenue for the transfer of goods or services from contracts with
customers unless those contracts are within the scope of other accounting standards. ASU 2014-09 does not
apply to financial guarantee insurance contracts within the scope of Topic 944, “Financial Services — Insurance.”
In August of 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606)—
Deferral of the Effective Date.” ASU 2015-14 defers the effective date of ASU 2014-09 to interim and annual
periods beginning January 1, 2018, and is applied on a retrospective or modified retrospective basis. The
Company adopted ASU 2014-09 in the first quarter of 2018 and the adoption of ASU 2014-09 did not affect the
Company’s consolidated financial statements.

Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial
Liabilities (ASU 2016-01)

In January of 2016, the FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10):
Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires certain equity
investments other than those accounted for under the equity method of accounting or result in consolidation of the
investee to be measured at fair value with changes in fair value recognized in net income, and permits an entity to
measure equity investments that do not have readily determinable fair values at cost less any impairment plus or
minus adjustments for certain changes in observable prices. An entity is also required to evaluate the need for a
valuation allowance on a deferred tax asset related to AFS debt securities in combination with the entity’s other
deferred tax assets. ASU 2016-01 requires an entity to present separately in other comprehensive income the
portion of the total change in the fair value of a liability that results from a change in the instrument-specific credit
risk for financial liabilities that the entity has elected to measure at fair value in accordance with the fair value
option for financial instruments. ASU 2016-01 was effective for interim and annual periods beginning January 1,
2018. As such, the Company reclassed a loss of $162 million from retained earnings to AOCI related to the
instrument-specific credit risk portion of financial liabilities measured at fair value in accordance with the fair value
option. In addition, the Company reclassed net unrealized gains of $2 million from AOCI to retained earnings
related to equity investments. As of December 31, 2018 and 2017, the Company had a full valuation allowance
against its deferred tax asset.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 3: Recent Accounting Pronouncements (continued)

Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from
Accumulated Other Comprehensive Income (ASU 2018-02)

In February of 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income
(Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” ASU
2018-02 permits, but does not require, the reclassification of the income tax effects of the Tax Cuts and Jobs Act
(the “Act”) from AOCI to retained earnings. ASU 2018-02 is effective for interim and annual periods beginning
after December 15, 2018. Early adoption of ASU 2018-02 is permitted and is applied in the period of adoption or
retroactively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the
Act is recognized. The Company adopted ASU 2018-02 in the first quarter of 2018. As such, the Company
reclassed income taxes of $3 million from AOCI to retained earnings. The Company’s accounting policy related to
releasing income tax effects that are lodged in AOCI is on a portfolio approach basis.

The Company has not adopted any other new accounting pronouncements that had a material impact on its
consolidated financial statements.

Recent Accounting Developments

Leases (Topic 842) (ASU 2016-02)

In February of 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, that amends the accounting guidance
for leasing transactions. ASU 2016-02 requires a lessee to classify lease contracts as finance or operating leases,
and to recognize assets and liabilities for the rights and obligations created by leasing transactions with lease
terms more than twelve months. ASU 2016-02 substantially retains the criteria for classifying leasing transactions
as finance or operating leases. For finance leases, a lessee recognizes a right-of-use asset and a lease liability
initially measured at the present value of the lease payments, and recognizes interest expense on the lease
liability separately from the amortization of the right-of-use asset. For operating leases, a lessee recognizes a
right-of-use asset and a lease liability initially measured at the present value of the lease payments, and
recognizes lease expense on a straight-line basis. ASU 2016-02 is effective for interim and annual periods
beginning January 1, 2019 with early adoption permitted, and is applied on a modified retrospective basis.

The Company plans to adopt ASU 2016-02 in its entirety in the first quarter of 2019, using an additional (and
optional) modified retrospective transition approach and will recognize and measure all leases that exist at the
adoption date. Comparative periods will be presented in accordance with Topic 840, Leases, and do not include
any retrospective adjustments to comparative periods to reflect the adoption of ASU 2016-02. Based on the
Company’s leases as of January 1, 2019, the Company expects to record a right-of-use asset and lease liability of
$23 million. The gross up of the assets and liabilities does not have a cumulative effect adjustment to the opening
balance of retained earnings and does not impact the Company’s statement of operations. Refer to “Note 20:
Commitments and Contingencies” for information about the Company’s lease commitments.

Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU
2016-13)

In June of 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement
of Credit Losses on Financial Instruments.” ASU 2016-13 requires financing receivables and other financial assets
measured at amortized cost to be presented at the net amount expected to be collected by recording an
allowance for credit losses with changes in the allowance recorded as credit loss expense or reversal of credit
loss expense based on management’s current estimate of expected credit losses each period. ASU 2016-13 does
not apply to credit losses on financial guarantee insurance contracts within the scope of Topic 944, “Financial
Services-Insurance.” ASU 2016-13 also requires impairment relating to credit losses on AFS debt securities to be
presented through an allowance for credit losses with changes in the allowance recorded in the period of the
change as credit loss expense or reversal of credit loss expense. Any impairment amount not recorded through
an allowance for credit losses on AFS debt securities is recorded through other comprehensive income. ASU
2016-13 is effective for interim and annual periods beginning January 1, 2020 with early adoption permitted
beginning January 1, 2019. ASU 2016-13 is applied on a modified retrospective basis except that prospective
application is applied to AFS debt securities with other-than-temporary impairments (“OTTI”) recognized before
the date of adoption. The Company is evaluating the impact of adopting ASU 2016-13.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 3: Recent Accounting Pronouncements (continued)

Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair
Value Measurement (ASU 2018-13)

In August of 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure
Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 modifies the
disclosure requirements on fair value measurements. ASU 2018-13 is effective for interim and annual periods
beginning January 1, 2020 with early adoption permitted to remove or modify disclosures upon issuance of the
standard and delay adoption of the additional disclosures until the effective date. Upon the effective date, certain
amendments should be applied prospectively, while others are to be applied retrospectively to all periods
presented. The Company is evaluating the impact of adopting ASU 2018-13. Since the amendments of ASU
2018-13 only impact disclosure requirements, the Company does not expect the adoption of ASU 2018-13 to
have an impact on its consolidated financial statements.

Note 4: Variable Interest Entities

Through MBIA’s international and structured finance insurance segment, the Company provides credit protection
to issuers of obligations that may involve issuer-sponsored special purpose entities (“SPEs”). An SPE may be
considered a VIE to the extent the SPE’s total equity at risk is not sufficient to permit the SPE to finance its
activities without additional subordinated financial support or its equity investors lack any one of the following
characteristics: (i) the power to direct the activities of the SPE that most significantly impact the entity’s economic
performance or (ii) the obligation to absorb the expected losses of the entity or the right to receive the expected
residual returns of the entity. A holder of a variable interest or interests in a VIE is required to assess whether it
has a controlling financial interest, and thus is required to consolidate the entity as primary beneficiary. An
assessment of a controlling financial interest identifies the primary beneficiary as the variable interest holder that
has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly
impact the entity’s economic performance and (ii) the obligation to absorb losses of the entity or the right to
receive benefits from the entity that could potentially be significant to the VIE. The primary beneficiary is required
to consolidate the VIE. An ongoing reassessment of controlling financial interest is required to be performed
based on any substantive changes in facts and circumstances involving the VIE and its variable interests.

The Company evaluates issuer-sponsored SPEs initially to determine if an entity is a VIE, and is required to
reconsider its initial determination if certain events occur. For all entities determined to be VIEs, MBIA performs
an ongoing reassessment to determine whether its guarantee to provide credit protection on obligations issued by
VIEs provides the Company with a controlling financial interest. Based on its ongoing reassessment of controlling
financial interest, the Company determines whether a VIE is required to be consolidated or deconsolidated.

The Company makes its determination for consolidation based on a qualitative assessment of the purpose and
design of a VIE, the terms and characteristics of variable interests of an entity, and the risks a VIE is designed to
create and pass through to holders of variable interests. The Company generally provides credit protection on
obligations issued by VIEs, and holds certain contractual rights according to the purpose and design of a VIE. The
Company may have the ability to direct certain activities of a VIE depending on facts and circumstances, including
the occurrence of certain contingent events, and these activities may be considered the activities of a VIE that
most significantly impact the entity’s economic performance. The Company generally considers its guarantee of
principal and interest payments of insured obligations, given nonperformance by a VIE, to be an obligation to
absorb losses of the entity that could potentially be significant to the VIE. At the time the Company determines it
has the ability to direct the activities of a VIE that most significantly impact the economic performance of the entity
based on facts and circumstances, MBIA is deemed to have a controlling financial interest in the VIE and is
required to consolidate the entity as primary beneficiary. The Company performs an ongoing reassessment of
controlling financial interest that may result in consolidation or deconsolidation of any VIE.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 4: Variable Interest Entities (continued)

Consolidated VIEs

The carrying amounts of assets and liabilities of consolidated VIEs were $1.7 billion as of December 31, 2018,
and $3.2 billion and $2.3 billion, respectively, as of December 31, 2017. The carrying amounts of assets and
liabilities are presented separately in “Assets of consolidated variable interest entities” and “Liabilities of
consolidated variable interest entities” on the Company’s consolidated balance sheets. VIEs are consolidated or
deconsolidated based on an ongoing reassessment of controlling financial interest, when events occur or
circumstances arise, and whether the ability to exercise rights that constitute power to direct activities of any VIEs
are present according to the design and characteristics of these entities. In 2018, the Court overseeing the Zohar
Funds Bankruptcy Cases approved the Zohar Bankruptcy Settlement, which concerned two entities that the
Company had consolidated as VIEs. As a result, the Company deconsolidated these two VIEs and recorded a
$93 million loss within “Other net realized gains (losses)” under “Revenues of consolidated variable interest
entities” on the Company’s consolidated statement of operations. The loss resulted from the difference between
the fair value of the VIE assets that were deconsolidated and the Company’s current estimate of salvage and
subrogation recoveries from those VIEs under insurance accounting. Refer to “Note 1: Business Developments
and Risks and Uncertainties” for further information about the Zohar Bankruptcy Settlement. In 2018, eight other
VIEs were deconsolidated. No additional VIEs were consolidated during the year ended December 31, 2018.

Holders of insured obligations of issuer-sponsored VIEs related to the Company’s international and structured
finance insurance segment do not have recourse to the general assets of MBIA. In the event of nonpayment of an
insured obligation issued by a consolidated VIE, the Company is obligated to pay principal and interest, when
due, on the respective insured obligation only. The Company’s exposure to consolidated VIEs is limited to the
credit protection provided on insured obligations and any additional variable interests held by MBIA.

Nonconsolidated VIEs

The following tables present the Company’s maximum exposure to loss for nonconsolidated VIEs and carrying
values of the assets and liabilities for its interests in these VIEs in its insurance operations as of December 31,
2018 and 2017. The maximum exposure to loss as a result of MBIA’s variable interests in VIEs is represented by
insurance in force. Insurance in force is the maximum future payments of principal and interest which may be
required under commitments to make payments on insured obligations issued by nonconsolidated VIEs. The
Company has aggregated nonconsolidated VIEs based on the underlying credit exposure of the insured
obligation. The nature of the Company’s variable interests in nonconsolidated VIEs is related to financial
guarantees and any investments in obligations issued by nonconsolidated VIEs.

December 31, 2018

Carrying Value of Assets

Carrying Value of Liabilities

Maximum
Exposure
to Loss

Investments(1)

Premiums
Receivable(2)

Insurance
Loss
Recoverable(3)

Unearned
Premium
Revenue(4)

Loss and
Loss
Adjustment
Expense
Reserves(5)

In millions

Insurance:

Global structured finance:

Mortgage-backed residential
Mortgage-backed commercial
Consumer asset-backed
Corporate asset-backed

Total global structured finance
Global public finance

$ 3,103 $

52
560
1,338

5,053
2,231

17 $
—
—
—

17
—

19 $
—
3
9

31
9

128 $
—
1
858

987
—

17 $
—
2
10

29
12

Total insurance

$ 7,284 $

17 $

40 $

987 $

41 $

345
—
12
—

357
—

357

(1)—Reported within “Investments” on MBIA’s consolidated balance sheets.
(2)—Reported within “Premiums receivable” on MBIA’s consolidated balance sheets.
(3)—Reported within “Insurance loss recoverable” on MBIA’s consolidated balance sheets.
(4)—Reported within “Unearned premium revenue” on MBIA’s consolidated balance sheets.
(5)—Reported within “Loss and loss adjustment expense reserves” on MBIA’s consolidated balance sheets.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 4: Variable Interest Entities (continued)

December 31, 2017

Carrying Value of Assets

Carrying Value of Liabilities

Maximum
Exposure
to Loss

Investments(1)

Premiums
Receivable(2)

Insurance
Loss
Recoverable(3)

Unearned
Premium
Revenue(4)

Loss and
Loss
Adjustment
Expense
Reserves(5)

In millions

Insurance:

Global structured finance:

Mortgage-backed residential
Mortgage-backed commercial
Consumer asset-backed
Corporate asset-backed

Total global structured finance
Global public finance

$ 3,741 $

94
981
1,645

6,461
2,524

19 $
—
—
—

19
—

22 $
—
4
13

39
10

172 $
—
1
—

173
—

20 $
—
3
14

37
14

Total insurance

$ 8,985 $

19 $

49 $

173 $

51 $

396
—
10
—

406
—

406

Note 5: Insurance Premiums

The Company recognizes and measures premiums related to financial guarantee (non-derivative) insurance and
reinsurance contracts in accordance with the accounting principles for financial guarantee insurance contracts.

As of December 31, 2018 and 2017, premiums receivable were $296 million and $369 million, respectively,
primarily related to installment policies for which premiums will be collected over the estimated term of the
contracts. Premiums receivable for an installment policy is initially measured at the present value of premiums
expected to be collected over the expected period or contract period of the policy using a risk-free discount rate.
Premiums receivable for policies that use the expected period of risk due to expected prepayments are adjusted
in subsequent measurement periods when prepayment assumptions change using the risk-free discount rate as
of the remeasurement date. Premiums receivable also includes the current amount of premiums due from
installment policies insuring consolidated VIEs when the premiums are payable by third-parties on behalf of the
consolidated VIEs.

The Company evaluates whether any premiums receivable are uncollectible at each balance sheet date. If the
Company determines that premiums are uncollectible, it records a write-off of such amounts in current earnings.
The majority of the Company’s premiums receivable consists of the present values of future installment premiums
that are not yet billed or due, primarily from structured finance transactions. Given that premiums due to MBIA
typically have priority over most other payment obligations of structured finance transactions, the Company
determined that the amount of uncollectible premiums as of December 31, 2018 and 2017 was insignificant.

As of December 31, 2018 and 2017, the weighted average risk-free rates used to discount future installment
premiums were 3% and 2.8%, respectively, and the weighted average expected collection term of the premiums
receivable was 9.59 years and 9.45 years, respectively. As of December 31, 2018 and 2017, reinsurance
premiums payable was $20 million and $25 million, respectively, and is included in “Other liabilities” in the
Company’s consolidated balance sheets. The reinsurance premiums payable is accreted and paid to reinsurers
as premiums due to MBIA are accreted and collected.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 5: Insurance Premiums (continued)

The following tables present a roll forward of the Company’s premiums receivable for the years ended
December 31, 2018 and 2017.

In millions

Premiums
Receivable as of
December 31, 2017

Premium
Payments
Received

Premiums
from New
Business
Written

Changes in
Expected Term
of Policies

Adjustments

Accretion of
Premiums
Receivable
Discount (1)

Premiums
Receivable as
of December 31,
2018

Other (2)

369

(74) $

— $

2 $

9 $

(10) $

296

(1)—Recorded within premiums earned on MBIA’s consolidated statement of operations.
(2)—Primarily consists of realized gains due to changes in foreign currency exchange rates.

In millions

Premiums
Receivable as of
December 31, 2016

Premium
Payments
Received

Premiums
from New
Business
Written

Changes in
Expected Term
of Policies

Adjustments

Accretion of
Premiums
Receivable
Discount (1)

Premiums
Receivable as
of December 31,
2017

Other (2)

409

(50) $

3 $

(15) $

10 $

12 $

369

(1)—Recorded within premiums earned on MBIA’s consolidated statement of operations.
(2)—Primarily consists of realized gains due to changes in foreign currency exchange rates.

The following table presents the undiscounted future amount of premiums expected to be collected and the period
in which those collections are expected to occur:

Expected
Collection of
Premiums

4
12
6
12

32
30
26
23

86
54
72

357

In millions

Three months ending:
March 31, 2019
June 30, 2019
September 30, 2019
December 31, 2019

Twelve months ending:
December 31, 2020
December 31, 2021
December 31, 2022
December 31, 2023

Five years ending:
December 31, 2028
December 31, 2033
December 31, 2038 and thereafter

Total

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 5: Insurance Premiums (continued)

The following table presents the unearned premium revenue balance and future expected premium earnings as of
and for the periods presented:

In millions

December 31, 2018

Three months ending:
March 31, 2019
June 30, 2019
September 30, 2019
December 31, 2019

Twelve months ending:
December 31, 2020
December 31, 2021
December 31, 2022
December 31, 2023

Five years ending:
December 31, 2028
December 31, 2033
December 31, 2038 and thereafter

Total

Expected Future
Premium Earnings

Upfront

Installments

Accretion

Total Expected
Future Premium
Earnings

Unearned
Premium
Revenue

587

569
552
535
518

456
401
352
309

158
79
—

9
9
9
9

32
28
25
22

81
42
33

9
8
8
8

30
27
24
21

70
37
46

$ 299

288

2
2
2
2

7
6
6
5

20
12
11

20
19
19
19

69
61
55
48

171
91
90

662

Note 6: Loss and Loss Adjustment Expense Reserves

The Company’s insured portfolio management groups within its U.S. public finance insurance and international
and structured finance insurance businesses (collectively, “IPM”) monitor the Company’s outstanding insured
obligations with the objective of minimizing losses. IPM meets this objective by identifying issuers that, because of
deterioration in credit quality or changes in the economic, regulatory or political environment, are at a heightened
risk of defaulting on debt service of obligations insured by the Company. In such cases, IPM works with the
issuer, trustee, bond counsel, servicer, underwriter and other interested parties in an attempt to alleviate or
remedy the problem and avoid defaults on debt service payments. The Company typically requires the issuer,
servicer (if applicable) and the trustee of insured obligations to furnish periodic financial and asset-related
information, including audited financial statements, to IPM for review. IPM also monitors publicly available
information related to insured obligations. Potential problems uncovered through this review, such as poor
financial results, low fund balances, covenant or trigger violations and trustee or servicer problems, or other
events that could have an adverse impact on the insured obligation, could result in an immediate surveillance
review and an evaluation of possible remedial actions. IPM also monitors and evaluates the impact on issuers of
general economic conditions, current and proposed legislation and regulations, political developments, as well as
sovereign, state and municipal finances and budget developments.

The frequency and extent of IPM’s monitoring is based on the criteria and categories described below. Insured
obligations that are judged to merit more frequent and extensive monitoring or remediation activities due to a
deterioration in the underlying credit quality of the insured obligation or the occurrence of adverse events related
to the underlying credit of the issuer are assigned to a surveillance category (“Caution List—Low,” “Caution List—
Medium,” “Caution List—High” or “Classified List”) depending on the extent of credit deterioration or the nature of
the adverse events. IPM monitors insured obligations assigned to a surveillance category more frequently and, if
needed, develops a remediation plan to address any credit deterioration.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 6: Loss and Loss Adjustment Expense Reserves (continued)

Remediation actions may involve, among other things, waivers or renegotiations of financial covenants or triggers,
waivers of contractual provisions, the granting of consents, transfer of servicing, consideration of restructuring
plans, acceleration, security or collateral enforcement, actions in bankruptcy or receivership, litigation and similar
actions. The types of remedial actions pursued are based on the insured obligation’s risk type and the nature and
scope of the event giving rise to the remediation. As part of any such remedial actions, the Company seeks to
improve its security position and to obtain concessions from the issuer of the insured obligation. From time to
time, the issuer of an insured obligation by the Company may, with the consent of the Company, restructure the
insured obligation by extending the term, increasing or decreasing the par amount or decreasing the related
interest rate, with the Company insuring the restructured obligation.

The Company does not establish any case basis reserves for insured obligations that are assigned to “Caution
List—Low,” “Caution List—Medium” or “Caution List—High.” In the event MBIA expects to pay a claim with
respect to an insured transaction, it places the insured transaction on its “Classified List” and establishes a case
basis reserve. The following provides a description of each surveillance category:

“Caution List—Low”—Includes issuers where debt service protection is adequate under current and
anticipated circumstances. However, debt service protection and other measures of credit support and
stability may have declined since the transaction was underwritten and the issuer is less able to withstand
further adverse events. Transactions in this category generally require more frequent monitoring than
transactions that do not appear within a surveillance category. IPM subjects issuers in this category to
heightened scrutiny.

“Caution List—Medium”—Includes issuers where debt service protection is adequate under current and
anticipated circumstances, although adverse trends have developed and are more pronounced than for
“Caution List – Low.” Issuers in this category may have breached one or more covenants or triggers. These
issuers are more closely monitored by IPM but generally take remedial action on their own.

“Caution List—High”—Includes issuers where more proactive remedial action is needed but where no
defaults on debt service payments are expected. Issuers in this category exhibit more significant
weaknesses, such as low debt service coverage, reduced or insufficient collateral protection or inadequate
liquidity, which could lead to debt service defaults in the future. Issuers in this category may have breached
one or more covenants or triggers and have not taken conclusive remedial action. Therefore, IPM adopts a
remediation plan and takes more proactive remedial actions.

“Classified List”—Includes all insured obligations where the Company has paid a claim or where a claim
payment is expected. It also includes insured obligations where a significant LAE payment has been made, or
is expected to be made, to mitigate a claim payment. This may include property improvements, bond
purchases and commutation payments. Generally, IPM is actively remediating these credits where possible,
including restructurings through legal proceedings, usually with the assistance of specialist counsel and
advisors.

In establishing case basis loss reserves, the Company calculates the present value of probability-weighted
estimated loss payments, net of estimated recoveries, using a discount rate equal to the risk-free rate applicable
to the currency and the weighted average remaining life of the insurance contract as required by accounting
principles for financial guarantee contracts. Yields on U.S. Treasury offerings are used to discount loss reserves
denominated in U.S. dollars, which represent the majority of the loss reserves. Similarly, yields on foreign
government offerings are used to discount loss reserves denominated in currencies other than the U.S. dollar. If
the Company were to apply different discount rates, its case basis reserves may have been higher or lower than
those established as of December 31, 2018. For example, a higher discount rate applied to expected future
payments would have decreased the amount of a case basis reserve established by the Company and a lower
rate would have increased the amount of a reserve established by the Company. Similarly, a higher discount rate
applied to the potential future recoveries would have decreased the amount of a loss recoverable established by
the Company and a lower rate would have increased the amount of a loss recoverable established by the
Company.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 6: Loss and Loss Adjustment Expense Reserves (continued)

U.S. Public Finance Insurance

U.S. public finance insured transactions consist of municipal bonds, including tax-exempt and taxable
indebtedness of U.S. political subdivisions, as well as utilities, airports, health care institutions, higher educational
facilities, student loan issuers, housing authorities and other similar agencies and obligations issued by private
entities that finance projects that serve a substantial public purpose. The Company estimates future losses by
using probability-weighted cash flow scenarios that are customized to each insured transaction. Future loss
estimates consider debt service due for each insured transaction, which includes par outstanding and interest
due, as well as recoveries for such payments, if any. Gross par outstanding for capital appreciation bonds
represents the par amount at the time of issuance of the insurance policy.

Certain local governments remain under financial and budgetary stress and a few have filed for protection under
Title 11 of the United States Code (the “Bankruptcy Code”), or have entered into state statutory proceedings
established to assist municipalities in managing through periods of severe fiscal stress. In the case of Puerto
Rico, certain credits that the Company insures have filed petitions for covered instrumentalities under Title III of
the Puerto Rico Oversight, Management and Economic Stability Act (“PROMESA”), which incorporates by
reference provisions from the Bankruptcy Code. This could lead to an increase in defaults by such entities on the
payment of their obligations and losses or impairments in greater amounts on the Company’s insured
transactions. The filing for protection under the Bankruptcy Code or entering state statutory proceedings does not
necessarily result in a default or indicate that an ultimate loss will occur. Refer to “Note 1: Business Development
and Risk and Uncertainties”, for further information on the Company’s Puerto Rico exposures.

International and Structured Finance Insurance

The international and structured finance insurance segment’s case basis reserves and insurance loss recoveries
recorded in accordance with GAAP do not include estimates for a policy insuring a credit derivative or on financial
guarantee VIEs that are eliminated in consolidation. The policy insuring a credit derivative contract is accounted
for as a derivative and is carried at fair value in the Company’s consolidated financial statements under GAAP.
The fair value of an insured credit derivative contract is influenced by a variety of market and transaction-specific
factors that may be unrelated to potential future claim payments under the Company’s insurance policies. Refer to
“Note 9: Derivative Instruments” for a further discussion of the Company’s use of derivatives and their impact on
the Company’s consolidated financial statements.

RMBS Case Basis Reserves (Financial Guarantees)

The Company’s RMBS reserves and recoveries relate to financial guarantee insurance policies, excluding those
on consolidated VIEs. The Company’s first-lien RMBS case basis reserves primarily relate to RMBS backed by
alternative A-paper and subprime mortgage loans. The Company’s second-lien RMBS case basis reserves relate
to RMBS backed by home equity lines of credit and closed-end second mortgages. The Company calculated
RMBS case basis reserves as of December 31, 2018 for both first and second-lien RMBS transactions using a
process called the “Roll Rate Methodology.” The Roll Rate Methodology is a multi-step process using databases
of loan level information, proprietary internal cash flow models, and commercially available models to estimate
potential losses and recoveries on insured bonds. “Roll Rate” is defined as the probability that current loans
become delinquent and subsequently default and loans in the delinquent pipeline are charged-off or liquidated.
Generally, Roll Rates are calculated for the previous twelve months and averaged. The loss reserve estimates
are based on a probability-weighted average of three scenarios of loan losses. Additional data used for both
second and first-liens include historic averages of deal specific voluntary prepayment rates, forward projections of
the London Interbank Offered Rate (“LIBOR”) interest rates, and historic averages of deal-specific loss severities.
In addition, for second-lien RMBS backed by home equity lines of credit, the Company assumes a constant basis
spread between Prime and LIBOR interest rates.

In calculating ultimate cumulative losses for RMBS, the Company estimates the amount of second-lien loans that
are expected to be charged-off (deemed uncollectible by servicers of the transactions) or first-lien loans liquidated
in the future.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 6: Loss and Loss Adjustment Expense Reserves (continued)

For first-lien RMBS, the Company estimates the amount of loans that are expected to be liquidated through
foreclosure or short sale. The time to liquidation for a defaulted loan is specific to the loan’s delinquency bucket.

For all transactions, cash flow models consider allocations and other structural aspects and claims against MBIA
Corp.’s insurance policy consistent with such policy’s terms and conditions. The estimated net claims from the
procedure above are then discounted using a risk-free rate to a net present value reflecting MBIA’s general
obligation to pay claims over time and not on an accelerated basis.

The Company monitors portfolio performance on a monthly basis against projected performance, reviewing
delinquencies, roll rates, and prepayment rates (including voluntary and involuntary). However, loan performance
remains difficult to predict and losses may exceed expectations. In the event of a material deviation in actual
performance from projected performance, the Company would increase or decrease the case basis reserves
accordingly.

RMBS Recoveries

The Company primarily records two types of recoveries related to insured RMBS exposures: excess spread that
is generated from the trust structures in the insured transactions; and second-lien “put-back” claims related to
those mortgage loans whose inclusion in an insured securitization failed to comply with representations and
warranties (“ineligible loans”).

Once a claim payment has been made, the claim liability has been satisfied and the Company’s right to recovery
is no longer considered an offset to future expected claim payments, the right to recovery is recorded as a
salvage asset. The amount of recoveries recorded by the Company is limited to paid claims plus the present
value of projected estimated future claim payments. As claim payments are made, the recorded amount of
potential recoveries may exceed the remaining amount of the claim liability for a given policy. The gross claim
liability and gross potential recoveries reflect the elimination of claim liabilities and potential recoveries related to
VIEs consolidated by the Company.

Excess Spread

Excess spread within insured RMBS securitizations is the difference between interest inflows on mortgage loan
collateral and interest outflows on the insured RMBS notes. The aggregate amount of excess spread depends on
the future loss trends, which include future delinquency trends, average time to charge-off/liquidate delinquent
loans, the future spread between Prime and the LIBOR interest rates, and borrower refinancing behavior (which
may be affected by changes in the interest rate environment) that results in voluntary prepayments. Minor
deviations in loss trends and voluntary prepayments may substantially impact the amounts collected from excess
spread. Excess spread also includes subsequent recoveries on previously charged-off loans associated with
insured second-lien RMBS securitizations.

Second-lien Put-Back Claims Related to Ineligible Loans

The Company has settled the majority of the Company’s put-back claims relating to the inclusion of ineligible loans
in securitizations it insured. Only its claims against Credit Suisse remain outstanding. Credit Suisse has challenged
the Company’s assessment of the ineligibility of individual mortgage loans and the dispute is the subject of litigation
for which there is no assurance that the Company will prevail. The Company’s settlement amounts on its prior
put-back claims have been consistent with the put-back recoveries that had been included in the Company’s
financial statements at the times preceding the settlements. Based on the Company’s assessment of the strength of
its contractual put-back rights against Credit Suisse, as well as on its prior settlements with other sellers/servicers
and success of other monolines’ put-back settlements, the Company believes it will prevail in enforcing its
contractual rights and that it is entitled to collect the full amount of its incurred losses. The Company is also entitled
to collect interest on amounts paid; it believes that in the context of its put-back litigation, the appropriate interest
rate should be the New York State statutory rate. However, the Company currently calculates its put-back recoveries
using the contractual interest rate, which is lower than the New York State statutory rate.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 6: Loss and Loss Adjustment Expense Reserves (continued)

Notwithstanding the foregoing, uncertainty remains with respect to the ultimate outcome of the litigation with
Credit Suisse, which is contemplated in the probability-weighted cash flow scenario based-modeling the Company
uses. The Credit Suisse recovery scenarios are based on the amount of incurred losses measured against certain
probabilities of ultimate resolution of the dispute with Credit Suisse. Most of the probability weight is assigned to
partial recovery scenarios and are discounted using the current risk-free discount rates associated against the
underlying transaction’s cash flows.

The Company continues to consider relevant facts and circumstances in developing its assumptions on expected
cash inflows, probability of potential recoveries (including the outcome of litigation) and recovery period. The
estimated amount and likelihood of potential recoveries are expected to be revised and supplemented to the
extent there are developments in the pending litigation and/or changes to the financial condition of Credit Suisse.
While the Company believes it will be successful in realizing its recoveries from its put-back contract claims
against Credit Suisse, the ultimate amount recovered may be materially different from that recorded by the
Company given the inherent uncertainty of the manner of resolving the claims (i.e., litigation and/or negotiated
out-of-court settlement) and the assumptions used in the required estimation process for accounting purposes
which are based, in part, on judgments and other information that are not easily corroborated by historical data or
other relevant benchmarks. Refer to “Note 20: Commitments and Contingencies” for further information about the
Company’s litigation with Credit Suisse.

CDO Reserves and Recoveries

The Company also has loss and LAE reserves on certain transactions within its CDO portfolio, primarily its multi-
sector CDO asset class that was insured in the form of financial guarantee policies. MBIA’s insured multi-sector
CDOs are transactions that include a variety of collateral ranging from corporate bonds to structured finance
assets (which includes, but are not limited to, RMBS-related collateral, multi-sector and corporate CDOs).

The following discussion provides information about the Company’s process for estimating reserves and credit
impairments on these policies, determined as the present value of the probability-weighted potential future losses,
net of estimated recoveries, across multiple scenarios.

The Company considers several factors when developing the range of potential outcomes and their impact on
MBIA. The following approaches require substantial judgments about the future performance of each transaction:

1. Each transaction is evaluated for its commutation potential, which is customized by counterparty and

considers historical commutation prices, the level of dialogue with the counterparty and the credit quality
and payment profile of the underlying exposure.

2. A range of loss scenarios is considered under different default and severity rates for each transaction’s

collateral.

Zohar Recoveries

MBIA Corp. will seek to recover the payments it made (plus interest and expenses) with respect to Zohar I and
Zohar II. MBIA Corp. anticipates that the primary source of the recoveries will come from the monetization of the
Zohar Assets as anticipated in the Zohar Bankruptcy Settlement. Since the second quarter of 2018, the Company
no longer consolidates the Zohar funds as VIEs and estimated recoveries from Zohar I and Zohar II are included
in “Insurance loss recoverable” on the Company’s consolidated balance sheets. As of December 31, 2017, the
fair value of the assets of Zohar I and Zohar II are included in “Loans receivable and other instruments at fair
value” under “Assets of consolidated variable interest entities” on the Company’s consolidated balance sheets.
Refer to “Note 1: Business Developments and Risks and Uncertainties” for additional information about the
estimated Zohar recoveries. Notwithstanding the procedures agreed to in the Zohar Bankruptcy Settlement, there
can be no assurance that the value of the Zohar Assets will be sufficient to permit MBIA Corp. to recover all or
substantially all of the payments it made on Zohar I and Zohar II.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 6: Loss and Loss Adjustment Expense Reserves (continued)

Failure to recover a substantial amount of such payments could impede MBIA Corp.’s ability to make payments
when due on other policies. MBIA Corp. believes that if the NYSDFS concludes at any time that MBIA Insurance
Corporation will not be able to pay its policyholder claims, the NYSDFS would likely put MBIA Insurance
Corporation into a rehabilitation or liquidation proceeding under Article 74 of the NYIL and/or take such other
actions as the NYSDFS may deem necessary to protect the interests of MBIA Insurance Corporation’s
policyholders. The determination to commence such a proceeding or take other such actions is within the
exclusive control of the NYSDFS.

Summary of Loss and LAE Reserves and Recoveries

The Company’s loss and LAE reserves and recoveries before consolidated VIE eliminations, along with amounts
that were eliminated as a result of consolidated VIEs, which are included in the Company’s consolidated balance
sheets as of December 31, 2018 and 2017 are presented in the following table:

In millions

U.S. Public Finance Insurance
International and Structured Finance Insurance:

Before VIE eliminations(1)
VIE eliminations(1)

Total international and structured finance insurance

Total

As of December 31, 2018 As of December 31, 2017

Balance Sheet Line Item Balance Sheet Line Item

Insurance
loss
recoverable

Loss and
LAE
reserves

Insurance
loss
recoverable

Loss and
LAE
reserves

571 $

551 $

333 $

512

1,430
(437)

993

637
(254)

383

1,478
(1,300)

178

1,564 $

934 $

511 $

710
(243)

467

979

(1)—Includes loan repurchase commitments of $418 million and $407 million as of December 31, 2018 and 2017, respectively.

Changes in Loss and LAE Reserves

The following table presents changes in the Company’s loss and LAE reserves for the years ended December 31,
2018 and 2017. Changes in loss reserves attributable to the accretion of the claim liability discount, changes in
discount rates, changes in amount and timing of estimated claim payments and recoveries, changes in
assumptions and changes in LAE reserves are recorded in “Losses and loss adjustment” expenses in the
Company’s consolidated statements of operations. As of December 31, 2018, the weighted average risk-free rate
used to discount the Company’s loss reserves (claim liability) was 2.79%. LAE reserves are generally expected to
be settled within a one-year period and are not discounted. As of December 31, 2018 and 2017, the Company’s
gross loss and LAE reserves included $60 million and $66 million, respectively, related to LAE.

In millions

Gross Loss
and LAE
Reserves as of
December 31,
2017

Changes in Loss and LAE Reserves for the Year Ended December 31, 2018

Loss
Payments

Accretion
of Claim
Liability
Discount

Changes in
Discount
Rates

Changes in
Assumptions

Changes in
Unearned
Premium
Revenue

Changes in
LAE
Reserves

Gross Loss
and LAE
Reserves as of
December 31,
2018

979

(354)

261

(6)

934

In millions

Gross Loss
and LAE
Reserves as of
December 31,
2016

Changes in Loss and LAE Reserves for the Year Ended December 31, 2017

Loss
Payments(1)

Accretion
of Claim
Liability
Discount

Changes in
Discount
Rates

Changes in
Assumptions

Changes in
Unearned
Premium
Revenue

Changes
in LAE
Reserves

Other(2)

Gross Loss
and LAE
Reserves as of
December 31,
2017

541

$ (1,069)

661

(30)

$ 843

979

(1)—Includes payments made to satisfy the Zohar II Claim.
(2)—Primarily changes in the amount to satisfy the Zohar II Claim.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 6: Loss and Loss Adjustment Expense Reserves (continued)

The decrease in the Company’s gross loss and LAE reserves during 2018 was primarily related to insured RMBS
and other insured financial guarantee transactions, partially offset by additional net incurred losses on certain
Puerto Rico exposures.

The increase in the Company’s gross loss and LAE reserves during 2017 was primarily related to increases due
to changes in assumptions on certain Puerto Rico exposures.

Changes in Insurance Loss Recoverable and Recoveries on Unpaid Losses

Current period changes in the Company’s estimate of potential recoveries may be recorded as an insurance loss
recoverable asset, netted against the gross loss and LAE reserve liability, or both. The following table presents
changes in the Company’s insurance loss recoverable and changes in recoveries on unpaid losses reported
within the Company’s claim liability for the years ended December 31, 2018 and 2017. Changes in insurance loss
recoverable attributable to the accretion of the discount on the recoverable, changes in discount rates, changes in
amount and timing of estimated collections, changes in assumptions and changes in LAE recoveries are recorded
in “Losses and loss adjustment” expenses in the Company’s consolidated statements of operations.

Changes in Insurance Loss Recoverable and Recoveries on Unpaid
Losses for the Year Ended December 31, 2018

In millions

Insurance loss recoverable
Recoveries on unpaid losses (3)

Total

Gross
Reserve as of
December 31,
2017

Collections
for Cases

Accretion of
Recoveries

Changes in
Discount
Rates

Changes in
Assumptions

Changes
in LAE

Recoveries Other(1)

Gross
Reserve as of
December 31,
2018

511 $
35

546 $

(56) $
—

(56) $

25 $
1

26 $

(13) $
(1)

(14) $

1,099(2) $
(8)

— $
(8)

(2) $
—

1,091 $

(8) $

(2) $

1,564
19

1,583

(1)—Primarily changes in amount and timing of collections.
(2)—Includes amounts which have been paid and are expected to be recovered in the future.
(3)—Excludes certain Puerto Rico recoveries which have been netted against reserves.

Changes in Insurance Loss Recoverable and Recoveries on Unpaid
Losses for the Year Ended December 31, 2017

In millions

Insurance loss recoverable
Recoveries on unpaid losses (2)

Total

Gross
Reserve as of
December 31,
2016

Collections
for Cases

Accretion of
Recoveries

Changes in
Discount
Rates

Changes in
Assumptions

Changes
in LAE

Recoveries Other(1)

Gross
Reserve as of
December 31,
2017

504 $
79

(124) $
—

583 $

(124) $

10 $
1

11 $

2 $
1

3 $

113 $
(45)

68 $

— $
(1)

(1) $

6 $
—

6 $

511
35

546

(1)—Primarily changes in amount and timing of collections.
(2)—Excludes certain Puerto Rico recoveries which have been netted against reserves.

The increase in the Company’s insurance loss recoverable during 2018 was primarily due to the re-establishment
of recoveries for Zohar I and Zohar II upon deconsolidation during 2018 and anticipated recoveries of claims paid
on certain Puerto Rico credits.

The increase in the Company’s insurance loss recoverable during 2017 was primarily due to losses paid on
certain Puerto Rico credits offset by a decrease in insured RMBS transactions. The decrease in the RMBS
insurance loss recoverable was primarily related to the collection of mortgage insurance from the settlement of
litigation involving Old Republic Insurance Corporation and a decrease in expected recoveries from first-lien
RMBS transactions. The decrease in the Company’s recoveries on unpaid losses is primarily related to insured
RMBS transactions.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 6: Loss and Loss Adjustment Expense Reserves (continued)

Loss and LAE Activity

For 2018, losses and LAE incurred primarily related to increases in expected payments on Puerto Rico
exposures, partially offset by a decrease in expected payments on second-lien RMBS transactions and an
increase in expected collections from CDOs.

For 2017, losses and LAE primarily related to increases in actual and expected payments on certain Puerto Rico
exposures, insured first-lien RMBS transactions and a decrease in actual and projected collections from mortgage
insurance included in the Company’s excess spread within its second-lien RMBS transactions from the settlement
of litigation regarding insurance coverage involving Old Republic Insurance Corporation, Bank of America, N.A.
and the Bank of New York Mellon.

For 2016, loss and LAE primarily related to increases in actual and expected payments on certain Puerto Rico
exposures and insured first and second-lien RMBS transactions and decreases in projected collections from
excess spread within insured second-lien RMBS transactions. These were partially offset by increases in
recoveries of actual and expected payments on certain Puerto Rico exposures and decreases in actual and
expected payments on CDOs.

Costs associated with remediating insured obligations assigned to the Company’s surveillance categories are
recorded as LAE and are included in “Losses and loss adjustment” expenses on the Company’s consolidated
statements of operations. For the years ended 2018, 2017 and 2016, gross LAE related to remediating insured
obligations were $23 million, $42 million and $48 million, respectively.

Surveillance Categories

The following table provides information about the financial guarantees and related claim liability included in each
of MBIA’s surveillance categories as of December 31, 2018:

Surveillance Categories

$ in millions

Number of policies
Number of issues(1)
Remaining weighted average contract period (in years)
Gross insured contractual payments outstanding:(2)

Principal
Interest

Total

Gross Claim Liability(3)
Less:

Gross Potential Recoveries(4)
Discount, net(5)

Net claim liability (recoverable)

Caution Caution Caution
List
Medium

List
High

List
Low

Classified
List

Total

50
16
6.7

18
4
8.0

—
—
—

232
101
9.7

300
121
8.9

$1,604 $ 249 $ — $ 5,353 $ 7,206
7,655
—

2,118

5,414

123

$3,722 $ 372 $ — $ 10,767 $14,861

$ — $ — $ — $

977 $

977

—
—

2,255
(670)

$ — $ — $ — $ (608) $ (608)

Unearned premium revenue
Reinsurance recoverable on paid and unpaid losses(6)

5 $

4 $ — $

63 $
$

72
21

(1)—An “issue” represents the aggregate of financial guarantee policies that share the same revenue source for purposes of making debt
service payments on the insured debt.
(2)—Represents contractual principal and interest payments due by the issuer of the obligations insured by MBIA.
(3)—The gross claim liability with respect to Puerto Rico exposures are net of expected recoveries for policies in a net payable position.
(4)—Gross potential recoveries with respect to certain Puerto Rico exposures are net of the claim liability for policies in a net recoverable position.
(5)—Represents discount related to Gross Claim Liability and Gross Potential Recoveries.
(6)—Included in “Other assets” on the Company’s consolidated balance sheets.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 6: Loss and Loss Adjustment Expense Reserves (continued)

The following table provides information about the financial guarantees and related claim liability included in each
of MBIA’s surveillance categories as of December 31, 2017:

$ in millions

Number of policies
Number of issues(1)
Remaining weighted average contract period (in years)
Gross insured contractual payments outstanding:(2)

Principal
Interest

Total

Gross Claim Liability(3)
Less:

Gross Potential Recoveries(4)
Discount, net(5)

Net claim liability (recoverable)

Surveillance Categories

Caution
List
Low

Caution
List
Medium

Caution
List
High

Classified
List

Total

89
20
7.4

5
4
4.3

1
1
8.7

280
119
9.7

375
144
8.9

$2,764 $
2,676

13 $ 104 $ 6,083 $ 8,964
8,481

5,756

$5,440 $

16 $ 150 $ 11,839 $17,445

$ — $ — $ — $ 1,082 $ 1,082

—
—

782
(178)

$ — $ — $ — $

478 $

478

Unearned premium revenue
Reinsurance recoverable on paid and unpaid losses(6)

9 $ — $

4 $

77 $
$

90
17

(1)—An “issue” represents the aggregate of financial guarantee policies that share the same revenue source for purposes of making debt
service payments on the insured debt.
(2)—Represents contractual principal and interest payments due by the issuer of the obligations insured by MBIA.
(3)—The gross claim liability with respect to Puerto Rico exposures are net of expected recoveries for policies in a net payable position.
(4)—Gross potential recoveries with respect to certain Puerto Rico exposures are net of the claim liability for policies in a net recoverable
position.
(5)—Represents discount related to Gross Claim Liability and Gross Potential Recoveries.
(6)—Included in “Other assets” on the Company’s consolidated balance sheets.

The change from a net claim liability as of December 31, 2017 to a net claim recoverable as of December 31,
2018 is due to the deconsolidation of the Zohar funds as VIEs and the recording of estimated recoveries from
Zohar I and Zohar II in 2018 within “Insurance loss recoverable” on the Company’s consolidated balance sheet.
As of December 31, 2017, gross potential recoveries exclude the recoveries of Zohar I and Zohar II that are
included in “Loans receivable and other instruments at fair value” which are presented in “Assets of consolidated
variable interest entities” on the Company’s consolidated balance sheets.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 7: Fair Value of Financial Instruments

Fair Value Measurement

Financial Assets

Financial assets held by the Company primarily consist of investments in debt securities. Substantially all of the
Company’s investments are priced by independent third parties, including pricing services and brokers. Typically, the
Company receives one pricing service value or broker quote for each instrument, which represents a non-binding
indication of value. The Company, along with its third-party portfolio manager, reviews the assumptions, inputs and
methodologies used by pricing services and brokers to obtain reasonable assurance that the prices used in its
valuations reflect fair value. When the Company and its third-party portfolio manager believe a third-party quotation
differs significantly from its internally developed expectation of fair value, whether higher or lower, the Company
reviews its data or assumptions with the provider. This review includes comparing significant assumptions such as
prepayment speeds, default ratios, forward yield curves, credit spreads and other significant quantitative inputs to
internal assumptions, and working with the price provider to reconcile the differences. The price provider may
subsequently provide an updated price. In the event that the price provider does not update its price, and the Company
still does not agree with the price provided, its third-party portfolio manager will obtain a price from another third-party
provider or use an internally developed price which it believes represents the fair value of the investment. The fair
values of investments for which internal prices were used were not significant to the aggregate fair value of the
Company’s investment portfolio as of December 31, 2018 or 2017. All challenges to third-party prices are reviewed by
staff of the Company as well as its third-party portfolio manager with relevant expertise to ensure reasonableness of
assumptions. A pricing analysis is reviewed and approved by the Company’s valuation committee.

Financial Liabilities (excluding derivative liabilities)

Financial liabilities, excluding derivative liabilities, issued by the Company primarily consist of debt issued for
general corporate purposes within its corporate segment, MTNs, investment agreements and debt issued by
consolidated VIEs. The majority of the financial liabilities that the Company has elected to fair value or that require
fair value reporting or disclosures are valued based on the estimated value of the underlying collateral, the
Company’s or a third-party’s estimate of discounted cash flow model estimates, or quoted market values for
similar products. These valuations include adjustments for expected nonperformance risk of the Company.

Derivative Liabilities

The Company’s derivative liabilities are primarily interest rate swaps and an insured credit derivative. The
Company’s insured credit derivative contract is a non-traded structured credit derivative transaction and since it is
highly customized, there is generally no observable market for this derivative. The Company estimates its fair
value in a hypothetical market based on an internal model that incorporates market or estimated prices of similar
securities that are obtained for all collateral within a transaction, the present value of the market-implied potential
loss and nonperformance risk. The Company reviews its valuation model results on a quarterly basis to assess
the appropriateness of the assumptions and results in light of current market activity and conditions. This review is
performed by internal staff with relevant expertise.

Internal Review Process

All significant financial assets and liabilities are reviewed by the valuation committee to ensure compliance with
the Company’s policies and risk procedures in the development of fair values of financial assets and liabilities.
The valuation committee reviews, among other things, key assumptions used for internally developed prices,
significant changes in sources and uses of inputs, including changes in model approaches, and any adjustments
from third-party inputs or prices to internally developed inputs or prices. The committee also reviews any
significant impairment or improvements in fair values of the financial instruments from prior periods. The
committee is comprised of senior finance and other team members with relevant experience in the financial
instruments the committee is responsible for. The committee documents its agreement with the fair value
measurements reported in the Company’s consolidated financial statements.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 7: Fair Value of Financial Instruments (continued)

Valuation Techniques

Valuation techniques for financial instruments measured at fair value are described below.

Fixed-Maturity Securities Held as Available-For-Sale, Investments Carried at Fair Value, Investments Pledged as
Collateral and Short-term Investments

These investments include investments in U.S. Treasury and government agencies, state and municipal bonds,
foreign governments, corporate obligations, MBS, ABS, money market securities, and perpetual debt and equity
securities.

These investments are generally valued based on recently executed transaction prices or quoted market prices.
When quoted market prices are not available, fair value is generally determined using quoted prices of similar
investments or a valuation model based on observable and unobservable inputs. Inputs vary depending on the
type of investment. Observable inputs include contractual cash flows, interest rate yield curves, CDS spreads,
prepayment and volatility scores, diversity scores, cross-currency basis index spreads, and credit spreads for
structures similar to the financial instrument in terms of issuer, maturity and seniority. Unobservable inputs include
cash flow projections and the value of any credit enhancement.

The investment in the fixed-income fund was measured at fair value by applying the net asset value per share
practical expedient. The investment in the fixed-income fund may be redeemed on a quarterly basis with prior
redemption notification of ninety days subject to withdrawal limitations. The investment is required to be held for a
minimum of twelve months, and any subsequent quarterly redemption is limited to 25% of the investment or a
complete redemption over four consecutive quarters in the amounts of 25%, 33%, 50%, and 100% of the
remaining investment balance as of the first, second, third and fourth consecutive quarters, respectively.

The investment in money market securities was also measured at fair value by applying the net asset value per
share practical expedient. These funds are backed by high quality, very liquid short-term instruments and the
probability is remote that the funds would be sold for a value other than net asset value.

Investments based on quoted market prices of identical investments in active markets are classified as Level 1 of
the fair value hierarchy. Level 1 investments generally consist of U.S. Treasury and government agency and
perpetual debt and equity securities. Quoted market prices of investments in less active markets, as well as
investments which are valued based on other than quoted prices for which the inputs are observable, such as
interest rate yield curves, are categorized in Level 2 of the fair value hierarchy. Investments that contain
significant inputs that are not observable are categorized as Level 3.

Cash and Cash Equivalents

The carrying amounts of cash and cash equivalents approximate fair value due to the short-term nature and credit
worthiness of these instruments and are categorized in Level 1 of the fair value hierarchy.

Loans Receivable and Other Instruments at Fair Value

Loans receivable and other instruments at fair value are comprised of loans and other instruments held by
consolidated VIEs consisting of residential mortgage and corporate loans and other instruments. Fair values of
residential mortgage loans are determined using quoted prices for MBS issued by the respective VIE and
adjusted for the fair values of the financial guarantees provided by MBIA Corp. on the related MBS. The fair
values of the financial guarantees consider expected claim payments, net of recoveries, under MBIA Corp.’s
policies. Fair values of corporate loans and other instruments, which are to privately held companies, are based
on methodologies that generally use comparable EBITDA multiples and the most current available EBITDAs.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 7: Fair Value of Financial Instruments (continued)

Loan Repurchase Commitments

Loan repurchase commitments are obligations owed by the sellers/servicers of mortgage loans to MBIA as
reimbursement of paid claims. Loan repurchase commitments are assets of the consolidated VIEs. This asset
represents the rights of MBIA against the sellers/servicers for breaches of representations and warranties that the
securitized residential mortgage loans sold to the trust to comply with stated underwriting guidelines and for the
sellers/servicers to cure, replace, or repurchase mortgage loans. Fair value measurements of loan repurchase
commitments represent the amounts owed by the sellers/servicers to MBIA as reimbursement of paid claims.
Loan repurchase commitments are not securities and no quoted prices or comparable market transaction
information are observable or available. Fair values of loan repurchase commitments are determined using
discounted cash flow techniques and are categorized in Level 3 of the fair value hierarchy.

Other Assets

A VIE consolidated by the Company has entered into a derivative instrument consisting of a cross currency swap.
The cross currency swap is entered into to manage the variability in cash flows resulting from fluctuations in
foreign currency rates. The fair value of the VIE derivative is determined based on inputs from unobservable cash
flows projection of the derivative, discounted using observable discount rates. As the significant inputs are
unobservable, the derivative contract is categorized in Level 3 of the fair value hierarchy.

Other assets also include receivables representing the right to receive reimbursement payments on claim
payments expected to be made on certain insured VIE liabilities due to risk mitigating transactions with third
parties executed to effectively defease, or, in-substance commute the Company’s exposure on its financial
guarantee policies. The right to receive reimbursement payments is based on the value of the Company’s
financial guarantee determined using the cash flow model. The fair value of the financial guarantee primarily
contains unobservable inputs and is categorized in Level 3 of the fair value hierarchy.

Medium-term Notes at Fair Value

The Company has elected to measure certain MTNs at fair value on a recurring basis. The fair values of certain
MTNs are based on quoted market prices provided by third-party sources, where available. When quoted market
prices are not available, the Company applies a matrix pricing grid to determine fair value based on the quoted
market prices received for similar instruments and considering the MTNs’ stated maturity and interest rate.
Nonperformance risk is included in the quoted market prices and the matrix pricing grid. MTNs are categorized in
Level 3 of the fair value hierarchy.

Variable Interest Entity Notes

The fair values of VIE notes are determined based on recently executed transaction prices or quoted prices where
observable. When position-specific quoted prices are not observable, fair values are based on quoted prices of
similar securities. Fair values based on quoted prices of similar securities may be adjusted for factors unique to
the securities, including any credit enhancement. Observable inputs include interest rate yield curves and bond
spreads of similar securities. Unobservable inputs include the value of any credit enhancement. VIE notes are
categorized in Level 2 or Level 3 of the fair value hierarchy based on the lowest level input that is significant to the
fair value measurement in its entirety.

Derivatives

The corporate segment has entered into derivative transactions primarily consisting of interest rate swaps. Fair
values of over-the-counter derivatives are determined using valuation models based on observable inputs,
nonperformance risk of the Company and nonperformance risk of the counterparties. Observable and market-
based inputs include interest rate yields, credit spreads and volatilities. These derivatives are categorized in
Level 2 or Level 3 of the fair value hierarchy based on the lowest level input that is significant to the fair value
measurement in its entirety.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 7: Fair Value of Financial Instruments (continued)

Derivatives—Insurance

The derivative contracts insured by the Company cannot be legally traded and generally do not have observable
market prices. The Company determines the fair values of insured credit derivatives using valuation models
based on observable inputs and considering nonperformance risk of the Company. Negotiated settlements are
also considered to validate the valuation models and to reflect assumptions the Company believes market
participants would use.

Valuation Model Overview

The Company uses an internally developed Direct Price Model to value its insured credit derivative that
incorporates market prices or estimated prices of similar securities that are obtained for all collateral within a
transaction, the present value of the market-implied potential losses, and nonperformance risk. The valuation of
the insured credit derivative includes the impact of its credit standing. The insured credit derivative is categorized
in Level 3 of the fair value hierarchy based on unobservable inputs that are significant to the fair value
measurement in its entirety.

The Company also has other derivative liabilities as a result of a commutation that occurred in 2014. The fair
value of the derivative is determined using a discounted cash flow model. Key inputs include unobservable cash
flows projected over the expected term of the derivative. As the significant inputs are unobservable, the derivative
contract is categorized in Level 3 of the fair value hierarchy.

Other Liabilities

Stock warrants issued by the Company are valued using the Black-Scholes model and are recorded at fair value.
Inputs into the warrant valuation include the Company’s stock price, the strike price of the warrant, time to
expiration, a volatility parameter, interest rates, and dividend data. As all significant inputs are market-based and
observable, warrants are categorized in Level 2 of the fair value hierarchy. As of December 31, 2018, there were
no warrants outstanding.

Other payable relates to certain contingent consideration. The fair value of the liability is based on the cash flow
methodologies using observable and unobservable inputs. Unobservable inputs include invested asset balances
and asset management fees that are significant to the fair value estimate and the liability is categorized in Level 3
of the fair value hierarchy.

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 7: Fair Value of Financial Instruments (continued)

Significant Unobservable Inputs

The following tables provide quantitative information regarding the significant unobservable inputs used by the
Company for assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 and 2017.

In millions
Assets of consolidated

VIEs:
Loans receivable and
other instruments at
fair value

Loan repurchase
commitments

Liabilities of consolidated

VIEs:
Variable interest entity

notes

Credit derivative

liabilities:
CMBS

Other derivative liabilities

Fair Value as
of
December 31,
2018

Valuation Techniques

Unobservable Input

Range (Weighted
Average)

172 Market prices adjusted
for financial guarantees
provided to VIE
obligations

Impact of financial
guarantee(1)

-17%—75% (7%)

418 Discounted cash flow

Recovery rates(2)
Breach rates(2)

366 Market prices of VIE

assets adjusted for
financial guarantees
provided

Impact of financial
guarantee

0%—63% (39%)

33 Direct Price Model

7 Discounted cash flow

Nonperformance risk
Cash flows

54%—54% (54%)
$0—$49 ($25) (3)

(1)—Negative percentage represents financial guarantee policies in a receivable position.
(2)—Recovery rates and breach rates include estimates about potential variations in the outcome of litigation with a counterparty.
(3)—Midpoint of cash flows are used for the weighted average.

In millions
Assets of consolidated

VIEs:
Loans receivable and
other instruments at
fair value

Loan repurchase
commitments

Liabilities of consolidated

VIEs:
Variable interest entity

notes

Credit derivative

liabilities:
CMBS

Other derivative liabilities

Fair Value as
of
December 31,
2017

Valuation Techniques

Unobservable Input

Range (Weighted
Average)

1,679 Market prices adjusted
for financial guarantees
provided to VIE
obligations
Multiples of EBITDA

407 Discounted cash flow

Impact of financial
guarantee(1)

-25%—35% (-2%)

Multiples(2)

Recovery rates(3)
Breach rates(3)

406 Market prices of VIE

assets adjusted for
financial guarantees
provided

Impact of financial
guarantee

0%—60% (36%)

63 Direct Price Model

4 Discounted cash flow

Nonperformance risk
Cash flows

54%—54% (54%)
$0—$49 ($25)(4)

(1)—Negative percentage represents financial guarantee policies in a receivable position.
(2)—Unobservable inputs are primarily based on comparable companies’ EBITDA multiples.
(3)—Recovery rates and breach rates include estimates about potential variations in the outcome of litigation with a counterparty.
(4)—Midpoint of cash flows are used for the weighted average.

100

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 7: Fair Value of Financial Instruments (continued)

Sensitivity of Significant Unobservable Inputs

As of December 31, 2018, the significant unobservable input used in the fair value measurement of the
Company’s residential loans receivable at fair value of consolidated VIEs is the impact of the financial guarantee.
The fair value of residential loans receivable is calculated by subtracting the value of the financial guarantee from
the market value of VIE liabilities. The value of a financial guarantee is estimated by the Company as the present
value of expected cash payments, net of recoveries, under the policy. If there is a lower expected cash flow on
the underlying loans receivable of the VIE, the value of the financial guarantee provided by the Company under
the insurance policy increases. This results in a lower fair value of the residential loans receivable in relation to
the obligations of the VIE. In addition to the impact of the financial guarantee, as of December 31, 2017, the fair
value of corporate loans receivable and other instruments also includes certain methodologies using multiples of
EBITDA. Multiples are external factors that are considered when determining the fair values of corporate loans.
These loans are to privately held companies for which the Company has limited information.

The significant unobservable inputs used in the fair value measurement of the Company’s loan repurchase
commitments of consolidated VIEs are the recovery rates and breach rates. Recovery rates reflect the estimates
of future cash flows reduced for litigation delays and risks and/or potential financial distress of the sellers/
servicers. The estimated recoveries of the loan repurchase commitments may differ from the actual recoveries
that may be received in the future. Breach rates represent the rate at which mortgages fail to comply with stated
representations and warranties of the sellers/servicers. Significant increases or decreases in the recovery rates
and the breach rates would result in significantly higher or lower fair values of the loan repurchase commitments,
respectively. Additionally, changes in the legal environment and the ability of the counterparties to pay would
impact the recovery rate assumptions, which could significantly impact the fair value measurement. Any
significant challenges by the counterparties to the Company’s determination of breaches of representations and
warranties could have a material adverse impact on the fair value measurement. Recovery rates and breach rates
are determined independently. Changes in one input will not necessarily have any impact on the other input.

The significant unobservable input used in the fair value measurement of the Company’s VIE notes of
consolidated VIEs is the impact of the financial guarantee. The fair value of VIE notes is calculated by adding the
value of the financial guarantee to the market value of VIE assets. The value of a financial guarantee is estimated
by the Company as the present value of expected cash payments under the policy. As the value of the guarantee
provided by the Company to the obligations issued by the VIE increases, the credit support adds value to the
liabilities of the VIE. This results in an increase in the fair value of the liabilities of the VIE.

The significant unobservable input used in the fair value measurement of MBIA Corp.’s commercial mortgage-
backed securities (“CMBS”) credit derivative, which is valued using the Direct Price Model, is nonperformance
risk. The nonperformance risk is an assumption of MBIA Corp.’s own ability to pay and whether MBIA Corp. will
have the necessary resources to pay the obligations as they come due. Any significant increase or decrease in
MBIA Corp.’s nonperformance risk would result in a decrease or increase in the fair value of the derivative
liabilities, respectively.

The significant unobservable input used in the fair value measurement of MBIA Corp.’s other derivatives, which
are valued using a discounted cash flow model, is the estimates of future cash flows discounted using market
rates and CDS spreads. Any significant increase or decrease in future cash flows would result in an increase or
decrease in the fair value of the derivative liability, respectively.

101

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 7: Fair Value of Financial Instruments (continued)

Fair Value Measurements

The following tables present the fair value of the Company’s assets (including short-term investments) and
liabilities measured and reported at fair value on a recurring basis as of December 31, 2018 and 2017:

In millions

Assets:
Fixed-maturity investments:

U.S. Treasury and government agency
State and municipal bonds
Foreign governments
Corporate obligations
Mortgage-backed securities:

Residential mortgage-backed agency
Residential mortgage-backed non-agency
Commercial mortgage-backed

Asset-backed securities:

Collateralized debt obligations
Other asset-backed

Total fixed-maturity investments

Money market securities
Perpetual debt and equity securities
Fixed-income fund
Cash and cash equivalents
Derivative assets:

Non-insured derivative assets:

Interest rate derivatives

Fair Value Measurements at Reporting Date Using

Quoted Prices in
Active Markets
for Identical
Assets (Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Balance as of
December 31,
2018

1,028 $
—
—
—

—
—
—

—
—

1,028
—
23
—
222

90 $

728
9
1,410

219
28
47

121
181

2,833
—
35
—
—

—

— $
—
—
—

—
—
7(1)

—
3(1)

10
—
—
—
—

—

1,118
728
9
1,410

219
28
54

121
184

3,871

67(2)
58
75(2)

222

102

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 7: Fair Value of Financial Instruments (continued)

In millions

Assets of consolidated VIEs:

Corporate obligations
Mortgage-backed securities:

Residential mortgage-backed non-agency
Commercial mortgage-backed

Asset-backed securities:

Collateralized debt obligations
Other asset-backed

Cash
Loans receivable and other instruments at

fair value:
Residential loans receivable
Loan repurchase commitments
Other assets:
Currency derivatives

Other

Total assets

Liabilities:
Medium-term notes
Derivative liabilities:

Insured derivatives:
Credit derivatives

Non-insured derivatives:

Interest rate derivatives
Other
Other liabilities:
Other payable

Liabilities of consolidated VIEs:
Variable interest entity notes

Fair Value Measurements at Reporting Date Using

Quoted Prices in
Active Markets
for Identical
Assets (Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Balance as of
December 31,
2018

—

—
—

—
—
58

—
—

92
34

6
10
—

—
—

5(1)

—
—

1(1)
—
—

172
418

17(1)
14(1)

92
34

7
10
58

172
418

17
14

1,331 $

3,021 $

637 $

5,131

— $

102(1) $

102

—

—
—

—

157
—

—

114

—
7

5(1)

366

513 $

157
7

480

786

Total liabilities

— $

273 $

(1)—Unobservable inputs are either not developed by the Company or do not significantly impact the overall fair values of the aggregate
financial assets and liabilities.
(2)—Investment that was measured at fair value by applying the net asset value per share practical expedient, and was required not to be
classified in the fair value hierarchy.

103

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 7: Fair Value of Financial Instruments (continued)

In millions

Assets:
Fixed-maturity investments:

U.S. Treasury and government agency
State and municipal bonds
Foreign governments
Corporate obligations
Mortgage-backed securities:

Residential mortgage-backed agency
Residential mortgage-backed non-agency
Commercial mortgage-backed

Asset-backed securities:

Collateralized debt obligations
Other asset-backed

Total fixed-maturity investments

Money market securities
Perpetual debt and equity securities
Fixed-income fund
Cash and cash equivalents
Derivative assets:

Non-insured derivative assets:

Interest rate derivatives

Fair Value Measurements at Reporting Date Using

Quoted Prices in
Active Markets
for Identical
Assets (Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Balance as of
December 31,
2017

1,256 $
—
—
—

—
—
—

—
—

1,256
180
26
—
122

96 $

858
10
1,338

368
32
60

118
178

3,058
—
37
—
—

—

— $
—
—
2(1)

—
—
7(1)

—
5(1)

14
—
—
—
—

—

1,352
858
10
1,340

368
32
67

118
183

4,328
180
63
82(2)

122

104

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 7: Fair Value of Financial Instruments (continued)

In millions

Assets of consolidated VIEs:

Corporate obligations
Mortgage-backed securities:

Residential mortgage-backed

non-agency

Commercial mortgage-backed

Asset-backed securities:

Collateralized debt obligations
Other asset-backed

Cash
Loans receivable and other instruments

at fair value:
Residential loans receivable
Corporate loans receivable and other

instruments

Loan repurchase commitments
Other assets:

Currency derivatives
Other

Total assets

Liabilities:
Medium-term notes
Derivative liabilities:

Insured derivatives:
Credit derivatives

Non-insured derivatives:

Interest rate derivatives
Other
Other liabilities:
Warrants
Other payable

Liabilities of consolidated VIEs:
Variable interest entity notes

Fair Value Measurements at Reporting Date Using

Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Balance as of
December 31,
2017

—

—
—

—
—
24

—

—
—

108
30

8
10
—

—

—
—

—

—
6(1)

1(1)
—
—

759

920
407

19(1)
14(1)

108
36

9
10
24

759

920
407

19
14

1,608 $

3,272 $

2,140 $

7,102

— $

115(1) $

115

—

—
—

—

193
—

6
—

—
4

—
7(1)

193
4

6
7

663

864 $

406

595 $

1,069

1,459

Total liabilities

— $

Level 3 assets at fair value as of December 31, 2018 and 2017 represented approximately 12% and 30%,
respectively, of total assets measured at fair value. Level 3 liabilities at fair value as of December 31, 2018 and
2017 represented approximately 65% and 41%, respectively, of total liabilities measured at fair value.

105

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 7: Fair Value of Financial Instruments (continued)

The following tables present the fair values and carrying values of the Company’s assets and liabilities that are
disclosed at fair value but not reported at fair value on the Company’s consolidated balance sheets as of
December 31, 2018 and 2017:

In millions

Assets:

Other investments

Assets of consolidated VIEs:

Investments held-to-maturity

Total assets

Liabilities:

Long-term debt
Medium-term notes
Investment agreements

Liabilities of consolidated VIEs:
Variable interest entity notes

Total liabilities

Financial Guarantees:

Gross liability (recoverable)
Ceded

In millions

Assets:

Other investments

Assets of consolidated VIEs:

Investments held-to-maturity

Total assets

Liabilities:

Long-term debt
Medium-term notes
Investment agreements

Liabilities of consolidated VIEs:
Variable interest entity notes

Total liabilities

Financial Guarantees:

Gross liability
Ceded

Fair Value Measurements at Reporting Date Using

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant
Other Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Fair Value
Balance as of
December 31,
2018

Carry Value
Balance as of
December 31,
2018

— $

—

— $

— $
—
—

—

— $

— $
—

1 $

— $

1 $

—

925

1 $

925 $

926 $

1,101 $
—
—

378

— $

422
388

925

1,101 $
422
388

1,303

1,479 $

1,735 $

3,214 $

890

891

2,249
620
311

1,264

4,444

— $
—

993 $
65

(43)
35

Fair Value Measurements at Reporting Date Using

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant
Other Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Fair Value
Balance as of
December 31,
2017

Carry Value
Balance as of
December 31,
2017

— $

—

— $

— $
—
—

—

— $

— $
—

2 $

— $

2 $

—

916

2 $

916 $

918 $

1,002 $
—
—

352

— $

406
433

916

1,002 $
406
433

1,268

1,354 $

1,755 $

3,109 $

890

892

2,121
650
337

1,220

4,328

— $
—

1,785 $
61

1,220
39

The carrying value of the Company’s gross financial guarantees consists of unearned premium revenue and loss
and LAE reserves, net of the insurance loss recoverable as reported on the Company’s consolidated balance
sheets. The carrying value of ceded financial guarantees consists of prepaid reinsurance premiums and
reinsurance recoverable on paid and unpaid losses as reported within “Other assets”, net of gross salvage
payable to reinsurers as reported within “Other liabilities” on the Company’s consolidated balance sheets.

106

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 7: Fair Value of Financial Instruments (continued)

The following tables present information about changes in Level 3 assets (including short-term investments) and
liabilities measured at fair value on a recurring basis for the years ended December 31, 2018 and 2017:

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Year Ended
December 31, 2018

Balance,
Beginning
of Year

Realized
Gains /
(Losses)

Unrealized
Gains /
(Losses)
Included
in
Earnings

Unrealized
Gains /
(Losses)
Included
in OCI

Foreign
Exchange
Recognized
in OCI or
Earnings Purchases Issuances Settlements Sales

Transfers
into
Level 3(1)

Transfers
out of
Level 3(1)

Ending
Balance

Change in
Unrealized
Gains
(Losses) for
the Period
Included in
Earnings for
Assets still
held as of
December 31,
2018

2 $

— $

(2) $ — $

7
5

—

759

920

407
19
14

—
—

—

—
—
—

—
—

—

11
(2)
—

—
(1)

—

—
—
—

—
—

—

—
—
—

—
5

—

—
—
—

—
—

—

—
—
—

—
(1)

(1)

—

—
(3)

—

(114)

(487)

(6)

(925)

—
—
—

7
—

—

—
—
—

(7)
(2)

—

(6)

—

—
—
—

7
3

—

172

—

418
17
14

—

—
—

—

(22)

—

11
(2)
—

In millions

Assets:
Corporate obligations
Commercial mortgage-

backed

Other asset-backed
Assets of consolidated

VIEs:

Corporate obligations
Commercial mortgage-

backed

Collateralized debt

obligations

Loans receivable-

residential

Loans receivable and
other instruments-
corporate

Loan repurchase
commitments

Currency derivatives
Other

Total assets

2,140 $

— $

34 $

(1) $

— $

5 $

— $

(122) $(1,415) $

13 $

(17) $

637 $

(13)

Balance,
Beginning
of Year

Realized
(Gains) /
Losses

Unrealized
(Gains) /
Losses
Included
in
Earnings

Unrealized
(Gains) /
Losses
Included in
Credit Risk
in OCI

Foreign
Exchange
Recognized
in OCI or
Earnings Purchases Issuances Settlements Sales

Transfers
into
Level 3(1)

Transfers
out of
Level 3(1)

Ending
Balance

In millions

Change in
Unrealized
(Gains)
Losses for
the Period
Included in
Earnings for
Liabilities
still held
as of
December 31,
2018

Liabilities:
Medium-term notes
Credit derivatives
Other derivatives
Other payable
Liabilities of consolidated

VIEs:
VIE notes

115 $
63
4
7

406

Total liabilities

595 $

(9) $
56
—
—

86 $

(1) $

(30)
3
1

(30)

(57) $

55 $
—
—
—

(10) $
—
—
—

(20)

—

35 $

(10) $

— $
—
—
—

—

— $

— $
—
—
—

8 $

(48) $ — $
(56) —
— —
(3) —

(37) —

(144) $ — $

— $
—
—
—

—

— $

— $
—
—
—

102 $
33
7
5

—

366

— $

513 $

(11)
(30)
3
1

(30)

(67)

(1)—Transferred in and out at the end of the period.

107

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 7: Fair Value of Financial Instruments (continued)

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Year Ended
December 31, 2017

Balance,
Beginning
of Year

Realized
Gains /
(Losses)

Unrealized
Gains /
(Losses)
Included
in
Earnings

Unrealized
Gains /
(Losses)
Included
in OCI

Foreign
Exchange
Recognized
in OCI or
Earnings Purchases Issuances Settlements Sales

Transfers
into
Level 3(1)

Transfers
out of
Level 3(1)

Ending
Balance

Change in
Unrealized
Gains
(Losses) for
the Period
Included in
Earnings for
Assets
still held
as of
December 31,
2017

2 $

— $

1 $

— $

— $ — $

— $

(1) $

2 $

—

15
44
—

—

1
1

916

150

404
19
—

—

—
—
—

—

—
—

—

—
—
—

—

—
—
—

—

—
—

3
2
(3)

—

—
2
—

—

—
—

—

—
—
—

—

—
—
—

—

—
—

—

—
(2)
—

—

—
—
—

—

—
—

—

719

—
—
17

—

—
—
—

—

—
—

—

—
—
—

— —

(7) —
(41) —
— —

(2) —

— (3)

— —
— —

(236) —

(38) —

— —
— —
— —

—
—
1

—
1

—

—
—
—

(7)

(8)
—
(1)

(4)

—

—
(2)

—

—
—
—

—
5
—

—

1
—

759

920

407
19
14

—

—
—
—

—

—
—

3
—
(3)

In millions

Assets:
Corporate obligations
Commercial mortgage-

backed

Collateralized debt

obligations

Other asset-backed
State and municipal bonds
Assets of consolidated

VIEs:

Corporate obligations
Commercial mortgage-

backed

Collateralized debt

obligations

Other asset-backed
Loans receivable-

residential

Loans receivable and other
instruments-corporate

Loan repurchase
commitments

Currency derivatives
Other

Total assets

1,552 $

— $

170 $

2 $

(2) $

737 $

— $

(324) $ (3) $

31 $

(23) $ 2,140 $

168

Balance,
Beginning
of Year

Realized
(Gains) /
Losses

Unrealized
(Gains) /
Losses
Included
in
Earnings

Unrealized
(Gains) /
Losses
Included
in OCI

Foreign
Exchange
Recognized
in OCI or
Earnings Purchases Issuances Settlements Sales

Transfers
into
Level 3(1)

Transfers
out of
Level 3(1)

Ending
Balance

Change in
Unrealized
(Gains)
Losses for
the Period
Included in
Earnings for
Liabilities
still held
as of
December 31,
2017

In millions

Liabilities:
Medium-term notes
Credit derivatives
Other derivatives
Other payable
Liabilities of consolidated

VIEs:
VIE notes

101 $
64
20
—

— $
51
—
—

476

—

(1) $
(1)
18
—

53 $

— $
—
—
—

—

— $

15 $
—
—
—

—

15 $

— $
—
—
7

—

7 $

— $
—
—
—

—

— $

— $ — $

(51) —
(34) —
— —

(56)

(51)

(141) $(51) $

— $
—
—
—

—

— $

— $
—
—
—

115 $
63
4
7

—

406

— $

595 $

14
1
18
—

Total liabilities

661 $

51 $

(1)—Transferred in and out at the end of the period.

108

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 7: Fair Value of Financial Instruments (continued)

For the year ended December 31, 2018, sales include the impact of the deconsolidation of VIEs. Refer to “Note 4:
Variable Interest Entities” for additional information about the deconsolidation of VIEs. For the year ended
December 31, 2018, transfers into Level 3 and out of Level 2 were principally related to CMBS and corporate
obligations, where inputs, which are significant to their valuation, became unobservable during the period. CMBS,
corporate obligations and other asset-backed comprised the majority of the instruments transferred out of Level 3
where inputs, which are significant to their valuation, became observable during the period. These inputs included
spreads, prepayment speeds, default speeds, default severities, yield curves observable at commonly quoted
intervals, and market corroborated inputs. There were no transfers into or out of Level 1.

For the year ended December 31, 2017, transfers into Level 3 and out of Level 2 were principally related to CMBS
and corporate obligations, where inputs, which are significant to their valuation, became unobservable during the
period. CDOs, CMBS, corporate obligations and other asset-backed comprised the majority of the instruments
transferred out of Level 3 where inputs, which are significant to their valuation, became observable during the
period. These inputs included spreads, prepayment speeds, default speeds, default severities, yield curves
observable at commonly quoted intervals, and market corroborated inputs. There were no transfers into or out of
Level 1.

All Level 1, 2 and 3 designations are made at the end of each accounting period.

Gains and losses (realized and unrealized) included in earnings relating to Level 3 assets and liabilities for the
years ended December 31, 2018, 2017 and 2016 are reported on the Company’s consolidated statements of
operations as follows:

In millions

Revenues:

Unrealized gains (losses) on insured derivatives
Realized gains (losses) and other settlements on insured

derivatives

Net gains (losses) on financial instruments at fair value

and foreign exchange

Net investment losses related to other-than-temporary

impairments

Other net realized gains (losses)
Revenues of consolidated VIEs:

Total Gains (Losses)
Included in Earnings

Change in Unrealized Gains (Losses)
for the Period Included in Earnings
for Assets and Liabilities still held as
of December 31,

2018

2017

2016

2018

2017

2016

$ 30 $ 1 $ 21 $

30 $

(1) $

(56)

(51)

(43)

(32)

— — (1)
(1) — —

—

—
(1)

—

(32)

—
—

131

—

—
—

Net gains (losses) on financial instruments at fair value

and foreign exchange

131

Total

$ 15 $ 49 $ (8) $

54 $

98 $

Fair Value Option

The Company elected to record at fair value certain financial instruments that have been consolidated in
connection with the adoption of the accounting guidance for consolidation of VIEs, among others.

109

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 7: Fair Value of Financial Instruments (continued)

The following table presents the gains and (losses) included in the Company’s consolidated statements of
operations for the years ended December 31, 2018, 2017 and 2016 for financial instruments for which the fair
value option was elected:

In millions

Investments carried at fair value(1)
Fixed-maturity securities held at fair value-VIE(2)
Loans receivable and other instruments at fair value:

Residential mortgage loans(2)
Corporate loans and other instruments(2)

Loan repurchase commitments(2)
Other assets-VIE(2)
Medium-term notes(1)
Other liabilities(3)
Variable interest entity notes(2)

Years Ended December 31,

2018

2017

2016

$ (11)
(25)

8
(22)

7
(124)

(100)
11
12
—
19
(2)
118

(158)
52
3
(3)
(14)
—
230

(268)
—
8
—
4
—
383

(1)—Reported within “Net gains (losses) on financial instruments at fair value and foreign exchange” on MBIA’s consolidated
statements of operations.
(2)—Reported within “Net gains (losses) on financial instruments at fair value and foreign exchange-VIE” on MBIA’s
consolidated statements of operations.
(3)—Reported within “Other net realized gains (losses)” on MBIA’s consolidated statements of operations.

Instrument-Specific Credit Risk of Liabilities Elected Under the Fair Value Option

As of December 31, 2018, the cumulative changes in instrument-specific credit risk of liabilities elected under the fair
value option were a loss of $110 million reported in “Accumulated other comprehensive income” on the Company’s
consolidated balance sheets. Changes in value attributable to instrument-specific credit risk were derived principally
from changes in the Company’s credit spread. For liabilities of VIEs, additional adjustments to instrument-specific credit
risk are required, which is determined by an analysis of deal specific performance of collateral that support these
liabilities. During the year ended December 31, 2018, the portions of instrument-specific credit risk included in AOCI
that were recognized in earnings due to settlement of liabilities were losses of $97 million.

The following table reflects the difference between the aggregate fair value and the aggregate remaining
contractual principal balance outstanding as of December 31, 2018 and 2017 for loans and notes for which the
fair value option was elected:

In millions

Loans receivable and other instruments at fair

value:
Residential mortgage loans
Residential mortgage loans (90 days or more

past due)

Corporate loans and other instruments (90

days or more past due)

Total loans receivable and other instruments at

fair value

Variable interest entity notes
Medium-term notes

As of December 31, 2018

As of December 31, 2017

Contractual
Outstanding
Principal

Fair
Value Difference

Contractual
Outstanding
Principal

Fair
Value

Difference

168 $164 $

4 $

732 $ 727 $

153

—

145

—

170

1,394

920

$
$
$

321 $172 $
1,295 $480 $
114 $102 $

149 $
815 $
12 $

2,296 $1,679 $
1,882 $1,069 $
180 $ 115 $

138

474

617
813
65

The difference between the contractual outstanding principal and the fair values on loans receivable and other
instruments, VIE notes and MTNs, in the preceding table, are primarily attributable to credit risk. This is due to the
high rate of defaults on loans and the collateral supporting the VIE notes and the nonperformance risk of the
Company on its MTNs, which resulted in depressed pricing of the financial instruments.

110

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 8: Investments

Investments, excluding those elected under the fair value option, include debt and equity securities classified as
either AFS or HTM.

The following tables present the amortized cost, fair value, corresponding gross unrealized gains and losses and
OTTI for AFS and HTM investments in the Company’s consolidated investment portfolio as of December 31, 2018
and 2017:

In millions

AFS Investments
Fixed-maturity investments:

U.S. Treasury and government agency
State and municipal bonds
Foreign governments
Corporate obligations
Mortgage-backed securities:

Residential mortgage-backed agency
Residential mortgage-backed non-agency
Commercial mortgage-backed

Asset-backed securities:

Collateralized debt obligations
Other asset-backed

Total AFS investments

HTM Investments
Assets of consolidated VIEs:

Corporate obligations

Total HTM investments

December 31, 2018

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
Value

Other-Than-
Temporary
Impairments(1)

$ 1,093 $
641
9
1,473

26 $
97
—
6

(10) $1,109 $
(11)
—
(131)

727
9
1,348

218
30
53

122
178

1
1
—

—
—

(5)
(4)
(2)

(3)
(1)

214
27
51

119
177

—
42
—
(68)

—
—
—

—
—

$ 3,817 $

131 $

(167) $3,781 $

(26)

890 $

35 $

— $ 925 $

—

(1)—Represents unrealized gains or losses on OTTI securities recognized in AOCI, which includes the non-credit component of impairments,
as well as all subsequent changes in fair value of such impaired securities reported in AOCI.

111

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 8: Investments (continued)

In millions

AFS Investments
Fixed-maturity investments:

U.S. Treasury and government agency
State and municipal bonds
Foreign governments
Corporate obligations
Mortgage-backed securities:

Residential mortgage-backed agency
Residential mortgage-backed non-agency
Commercial mortgage-backed

Asset-backed securities:

Collateralized debt obligations
Other asset-backed

Total fixed-maturity investments

Money market securities
Perpetual debt and equity securities

Total AFS investments

HTM Investments
Assets of consolidated VIEs:

Corporate obligations

Total HTM investments

December 31, 2017

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
Value

Other-Than-
Temporary
Impairments(1)

$ 1,317 $
840
10
1,332

34 $
29
—
25

(6) $1,345 $

(12)
—
(80)

857
10
1,277

365
35
66

116
175

4,256
179
3

1
1
—

—
—

90
—
1

(4)
(4)
—

—
—

362
32
66

116
175

(106)
—
—

4,240
179
4

$ 4,438 $

91 $

(106) $4,423 $

890 $

26 $

— $ 916 $

—
—
—
(72)

—
—
—

—
1

(71)
—
—

(71)

—

The following table presents the distribution by contractual maturity of AFS and HTM fixed-maturity securities at
amortized cost and fair value as of December 31, 2018. Contractual maturity may differ from expected maturity as
borrowers may have the right to call or prepay obligations.

In millions

Due in one year or less
Due after one year through five years
Due after five years through ten years
Due after ten years
Mortgage-backed and asset-backed

Total fixed-maturity investments

Deposited and Pledged Securities

AFS Securities

HTM Securities

Consolidated VIEs

Amortized
Cost

Fair
Value

Amortized
Cost

Fair
Value

820 $ 831 $
715
651
1,030
601

741
568
1,053
588

— $ —
—
—
—
—
925
890
—
—

$ 3,817 $3,781 $

890 $925

The fair value of securities on deposit with various regulatory authorities as of December 31, 2018 and 2017 was
$11 million and $10 million, respectively. These deposits are required to comply with state insurance laws.

Pursuant to the Company’s tax sharing agreement, securities held by MBIA Inc. in the Tax Escrow Account are
included as “Investments pledged as collateral, at fair value” on the Company’s consolidated balance sheets.

112

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 8: Investments (continued)

Investment agreement obligations require the Company to pledge securities as collateral. Securities pledged in
connection with investment agreements may not be repledged by the investment agreement counterparty. As of
December 31, 2018 and 2017, the fair value of securities pledged as collateral for these investment agreements
approximated $314 million and $353 million, respectively. The Company’s collateral as of December 31, 2018
consisted principally of U.S. Treasury and government agency and state and municipal bonds, and was primarily
held with major U.S. banks.

Refer to “Note 9: Derivative Instruments” for information about securities posted to derivative counterparties.

Impaired Investments

The following tables present the gross unrealized losses related to AFS and HTM investments as of
December 31, 2018 and 2017:

In millions

AFS Investments
Fixed-maturity investments:

U.S. Treasury and government agency
State and municipal bonds
Foreign governments
Corporate obligations
Mortgage-backed securities:

Residential mortgage-backed agency
Residential mortgage-backed non-agency
Commercial mortgage-backed

Asset-backed securities:

Collateralized debt obligations
Other asset-backed

Less than 12 Months

December 31, 2018

12 Months or
Longer

Total

Fair
Value

Unrealized
Losses

Fair
Value

Unrealized
Losses

Fair
Value

Unrealized
Losses

$ 231 $
60
5
900

(1) $278 $
(1)
—
(41)

135
2
335

(9) $ 509 $

(10)
—
(90)

195
7
1,235

(10)
(11)
—
(131)

29
2
24

98
127

(1)
—
—

(3)
—

118
13
21

7
35

(4)
(4)
(2)

—
(1)

147
15
45

105
162

(5)
(4)
(2)

(3)
(1)

Total AFS investments

$1,476 $

(47) $944 $

(120) $2,420 $

(167)

In millions

AFS Investments
Fixed-maturity investments:

U.S. Treasury and government agency
State and municipal bonds
Foreign governments
Corporate obligations
Mortgage-backed securities:

Residential mortgage-backed agency
Residential mortgage-backed non-agency
Commercial mortgage-backed

Asset-backed securities:

Collateralized debt obligations
Other asset-backed

Less than 12 Months

December 31, 2017

12 Months or
Longer

Total

Fair
Value

Unrealized
Losses

Fair
Value

Unrealized
Losses

Fair
Value

Unrealized
Losses

$ 353 $
203
8
425

(1) $124 $
(8)
—
(3)

116
—
163

(5) $ 477 $
(4)
—
(77)

319
8
588

105
—
27

12
71

(1)
—
—

—
—

156
14
5

—
39

(3)
(4)
—

—
—

261
14
32

12
110

(6)
(12)
—
(80)

(4)
(4)
—

—
—

Total AFS investments

$1,204 $

(13) $617 $

(93) $1,821 $

(106)

Gross unrealized losses on AFS investments increased as of December 31, 2018 compared with December 31,
2017 primarily due to higher interest rates and wider credit spreads.

113

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 8: Investments (continued)

With the weighting applied on the fair value of each security relative to the total fair value, the weighted average
contractual maturity of securities in an unrealized loss position as of December 31, 2018 and 2017 was 11 and 12
years, respectively. As of December 31, 2018 and 2017, there were 182 and 133 securities, respectively, that
were in an unrealized loss position for a continuous twelve-month period or longer, of which, fair values of 64 and
24 securities, respectively, were below book value by more than 5%.

The following table presents the distribution of securities in an unrealized loss position for a continuous twelve-
month period or longer where fair value was below book value by more than 5% as of December 31, 2018:

Percentage of Fair Value
Below Book Value

> 5% to 15%
> 15% to 25%
> 25% to 50%
> 50%

Total

AFS Securities

Number of
Securities

Book Value
(in millions)

Fair Value
(in millions)

47
11
3
3

299
35
12
99

445

273
29
9
30

341

The Company concluded that it does not have the intent to sell securities in an unrealized loss position and it is
more likely than not, that it would not have to sell these securities before recovery of their cost basis. In making
this conclusion, the Company examined the cash flow projections for its investment portfolios, the potential
sources and uses of cash in its businesses, and the cash resources available to its business other than sales of
securities. It also considered the existence of any risk management or other plans as of December 31, 2018 that
would require the sale of impaired securities. Impaired securities that the Company intends to sell before the
expected recovery of such securities’ fair values have been written down to fair value.

Other-Than-Temporary Impairments

Evaluating AFS Securities for OTTI

The Company has an ongoing review process for all securities in its investment portfolio, including a quarterly
assessment of OTTI. This evaluation includes both qualitative and quantitative considerations. In assessing
whether a decline in value is related to a credit loss, the Company considers several factors, including but not
limited to (i) the magnitude and duration of declines in fair value; (ii) the reasons for the declines in fair value, such
as general credit spread movements in each asset-backed sector, transaction-specific changes in credit spreads,
credit rating downgrades, modeled defaults, and principal and interest payment priorities within each investment
structure; and (iii) any guarantees associated with a security such as those provided by financial guarantee
insurance companies, including MBIA Corp. and National.

In calculating credit-related losses, the Company uses cash flow modeling based on the type of security. The
Company’s cash flow analysis considers all sources of cash, including credit enhancement, that support the
payment of amounts owed by an issuer of a security. This includes the consideration of cash expected to be
provided by financial guarantors, including MBIA Corp. and National, resulting from an actual or potential
insurance policy claim. In general, any change in the amount and/or timing of cash flows received or expected to
be received, whether or not such cash flows are contractually defined, is reflected in the Company’s cash flow
analysis for purposes of assessing an OTTI loss on an impaired security.

Each quarter, an internal committee, comprising staff that is independent of the Company’s evaluation process for
determining OTTI of securities, reviews and approves the valuation of investments. Among other responsibilities,
this committee ensures that the Company’s process for identifying and calculating OTTI, including the use of
models and assumptions, is reasonable and complies with the Company’s internal policy.

114

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 8: Investments (continued)

Determination of Credit Loss on ABS, MBS and Corporate Obligations

ABS investments are evaluated for OTTI using historical collateral performance, deal waterfall and structural
protections, credit ratings, and forward looking projections of collateral performance based on business and
economic conditions specific to each collateral type and risk. The underlying collateral is evaluated to identify any
specific performance concerns, and stress scenarios are considered in forecasting ultimate returns of principal.
Based on this evaluation, if a principal default is projected for a security, estimated future cash flows are
discounted at the security’s effective interest rate used to recognize interest income on the security. For CDO
investments, the Company uses the same tools as its RMBS investments discussed below, aggregating the bond
level cash flows to the CDO investment level. If the present value of cash flows is less than the Company’s
amortized cost for the security, the difference is recorded as an OTTI loss.

RMBS investments are evaluated for OTTI using several quantitative tools. Loan level data is obtained and
analyzed in a model that produces prepayment, default, and severity vectors. The model uses macro inputs,
including housing price assumptions and interest rates. The vector outputs are used as inputs to a third-party
cash flow model, which considers deal waterfall dynamics and structural features, to generate cash flows for an
RMBS investment. The expected cash flows of the security are then discounted at the interest rate used to
recognize interest income of the security to arrive at a present value amount. If the present value of the cash
flows is less than the Company’s amortized cost for the investment, the difference is recorded as an OTTI loss.

Corporate obligation investments are evaluated for OTTI using credit analysis techniques. The Company’s
analysis includes a detailed review of a number of quantitative and qualitative factors impacting the value of an
individual security. These factors include the interest rate of the security (fixed or floating), the security’s current
market spread, any collateral supporting the security, the security’s position in the issuer’s capital structure, and
credit rating upgrades or downgrades. Additionally, these factors include an assessment of various issuer-related
credit metrics including market capitalization, earnings, cash flow, capitalization, interest coverage, leverage,
liquidity and management. The Company’s analysis is augmented by comparing market prices for similar
securities of other issuers in the same sector, as well as any recent corporate or government actions that may
impact the ultimate return of principal. If the Company determines that a principal default is projected, a recovery
analysis is performed using the above data. If the Company’s estimated recovery value for the security is less
than its amortized cost, the difference is recorded as an OTTI loss.

During 2017, certain municipal bonds had liquidity concerns, recent credit downgrades and other adverse
financial conditions. As a result, the Company placed these bonds on a non-accrual basis and recognized an
OTTI loss for the difference between its amortized cost and fair value. This OTTI loss was included in “Investment
losses related to other-than-temporary impairments” on the Company’s consolidated statement of operations.

Determination of Credit Loss Guaranteed by the Company on Other Third-Party Guarantors

The Company does not recognize OTTI on securities insured by MBIA Corp. and National since those securities,
whether or not owned by the Company, are evaluated for impairments in accordance with its loss reserving policy.
Refer to “Note 2: Significant Accounting Policies” included herein for information about the Company’s loss
reserving policy and “Note 6: Loss and Loss Adjustment Expenses Reserves” for information about loss reserves.

115

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 8: Investments (continued)

The following table provides information about securities held by the Company as of December 31, 2018 that
were in an unrealized loss position and insured by a financial guarantor, along with the amount of insurance loss
reserves corresponding to the par amount owned by the Company:

In millions

Mortgage-backed:

MBIA(1)

Corporate obligations:

MBIA(1)

Other:

Other

Total

Fair
Value

Unrealized
Loss

Insurance Loss
Reserve(2)

$ 13

(4)

(8)

—

$ 95

(12)

—

(1)—Includes investments insured by MBIA Corp. and National.
(2)—Insurance loss reserve estimates are based on the proportion of par value owned to the total amount of par value insured.

Credit Loss Rollforward

The portion of certain OTTI losses on fixed-maturity securities that does not represent credit losses is recognized
in AOCI. For these impairments, the net amount recognized in earnings represents the difference between the
amortized cost of the security and the net present value of its projected future discounted cash flows prior to
impairment. Any remaining difference between the fair value and amortized cost is recognized in AOCI. The
following table presents the amount of credit loss impairments recognized in earnings on fixed-maturity securities
held by MBIA as of the dates indicated, for which a portion of the OTTI losses was recognized in AOCI, and the
corresponding changes in such amounts. The additional credit loss impairments on securities previously impaired
for the years ended December 31, 2018, 2017 and 2016, primarily related to a corporate obligation that incurred
liquidity concerns, ongoing credit risk and other adverse financial conditions. Also, during 2017, the credit loss
impairment on securities not previously impaired related to municipal bonds that were impaired to their recovery
value which were further impaired to their fair value, resulting in reductions of such credit loss impairment in the
same year.

In millions

Credit Losses Recognized in Earnings Related to OTTI

Years Ended December 31,

2018

2017

2016

Beginning balance
Additions for credit loss impairments recognized in the current period on securities

32 $

29 $

not previously impaired

Additions for credit loss impairments recognized in the current period on securities

previously impaired

Reductions for credit loss impairments previously recognized on securities sold

during the period

Reductions for credit loss impairments previously recognized on securities impaired

to fair value during the period

Ending balance

—

(2)

(11)

37 $

32 $

—

(1)

—

116

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 8: Investments (continued)

Sales of Available-for-Sale Investments

Gross realized gains and losses are recorded within “Net gains (losses) on financial instruments at fair value and
foreign exchange” on the Company’s consolidated statements of operations. The proceeds and the gross realized
gains and losses from sales of fixed-maturity securities held as AFS for the years ended December 31, 2018,
2017 and 2016 are as follows:

In millions

Proceeds from sales
Gross realized gains
Gross realized losses

Equity Investments

Years Ended December 31,

2018

2017

$
$
$

2,117
6
(19)

$
$
$

2,256
40
(22)

$
$
$

2016

2,412
84
(23)

Unrealized gains and losses recognized on equity investments held as of December 31, 2018 for the year ended
December 31, 2018 are as follows:

In millions

Net gains and (losses) recognized during the period on

equity securities

Less:

Net gains and (losses) recognized during the period on

equity securities sold during the period

Unrealized gains and (losses) recognized during the

period on equity securities still held as of December 31,
2018

Year Ended
December 31, 2018

(4)

(5)

Note 9: Derivative Instruments

U.S. Public Finance Insurance

The Company’s derivative exposure within its U.S. public finance insurance operations primarily consists of insured
interest rate and inflation-linked swaps related to insured U.S. public finance debt issues. These derivatives do not
qualify for the financial guarantee scope exception and are accounted for as derivative instruments.

Corporate

The Company has entered into derivative instruments primarily consisting of interest rate swaps to manage the
risks associated with fluctuations in interest rates affecting the value of certain assets and liabilities.

International and Structured Finance Insurance

The Company has entered into a derivative instrument to provide financial guarantee insurance to a structured
finance transaction that does not qualify for the financial guarantee scope exception and, therefore, is accounted
for as a derivative. The insured CDS contract, referencing CMBS, is intended to be held for the entire term of the
contract unless a settlement with the counterparty is negotiated. The Company no longer insures new CDS
contracts except for transactions related to the restructuring or reduction of existing derivative exposure. The
Company’s derivative exposure within its international and structured finance insurance segment also includes
insured interest rate and inflation-linked swaps related to insured debt issues.

The Company has also entered into a derivative contract as a result of a commutation that occurred in 2014.
Changes in the fair value of the Company’s non-insured derivative are included in “Net gains (losses) on financial
instruments at fair value and foreign exchange” on the Company’s consolidated statements of operations.

117

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 9: Derivative Instruments (continued)

Variable Interest Entities

A VIE consolidated by the Company has entered into a cross currency swap, which was entered into to manage
the variability in cash flows resulting from fluctuations in foreign currency rates.

Credit Derivatives Sold

The following tables present information about credit derivatives sold by the Company’s insurance operations that
were outstanding as of December 31, 2018 and 2017. Credit ratings represent the lower of underlying ratings
assigned to the collateral by Moody’s, S&P or MBIA.

$ in millions

Credit Derivatives Sold

Insured credit default swaps
Insured swaps

Total notional

Total fair value

$ in millions

Credit Derivatives Sold

Insured credit default swaps
Insured swaps

Total notional

Total fair value

As of December 31, 2018

Notional Value

Weighted
Average
Remaining
Expected
Maturity

AAA

BBB

Below
Investment
Grade

Total
Notional

Fair Value
Asset
(Liability)

1.0 Years $ — $ — $ — $ — $
74

15.7 Years

1,463

896

—

70 $
—

70 $

2,433

(33)
(2)

$ — $ 74 $1,463 $896 $

70 $ 2,503

$ — $ — $

(1) $ (1) $

(33)

(35)

As of December 31, 2017

Notional Value

Weighted
Average
Remaining
Expected
Maturity

AAA

BBB

Below
Investment
Grade

Total
Notional

Fair Value
Asset
(Liability)

1.0 Years $ — $ — $ — $ — $

127 $

15.5 Years

— 117

1,818

846

2,801

(63)
(2)

$ — $117 $1,818 $846 $

147 $ 2,928

$ — $ — $

(1) $ (1) $

(63)

(65)

Internal credit ratings assigned by MBIA on the underlying collateral are derived by the Company’s surveillance
group. In assigning an internal rating, current status reports from issuers and trustees, as well as publicly
available transaction-specific information, are reviewed. Also, where appropriate, cash flow analyses and
collateral valuations are considered. The maximum potential amount of future payments (undiscounted) on
insured CDS and insured swaps is estimated as the notional value of such contracts.

MBIA may hold recourse provisions with third parties in derivative instruments through subrogation rights,
whereby if MBIA makes a claim payment, it may be entitled to any rights of the insured counterparty, including the
right to any assets held as collateral.

Counterparty Credit Risk

The Company manages counterparty credit risk on an individual counterparty basis through master netting
agreements covering derivative instruments in the corporate segment. These agreements allow the Company to
contractually net amounts due from a counterparty with those amounts due to such counterparty when certain
triggering events occur. The Company only executes swaps under master netting agreements, which typically
contain mutual credit downgrade provisions that generally provide the ability to require assignment or termination
in the event either MBIA or the counterparty is downgraded below a specified credit rating.

118

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 9: Derivative Instruments (continued)

Under these agreements, the Company may receive or provide cash, U.S. Treasury or other highly rated
securities to secure counterparties’ exposure to the Company or its exposure to counterparties, respectively.
Such collateral is available to the holder to pay for replacing the counterparty in the event that the counterparty
defaults. As of December 31, 2018 and 2017, the Company did not hold or post cash collateral to derivative
counterparties.

As of December 31, 2018 and 2017, the Company had securities with a fair value of $205 million and
$237 million, respectively, posted to derivative counterparties and these amounts are included within “Fixed-
maturity securities held as available-for-sale, at fair value” on the Company’s consolidated balance sheets.

As of December 31, 2018 and 2017, the fair value on one Credit Support Annex (“CSA”) was $2 million. This CSA
governs collateral posting requirements between MBIA and its derivative counterparties. The Company did not
receive collateral due to the Company’s credit rating, which was below the CSA minimum credit ratings level for
holding counterparty collateral. As of December 31, 2018 and 2017, the counterparty was rated A1 by Moody’s
and A+ by S&P.

Financial Statement Presentation

The fair value of amounts recognized for eligible derivative contracts executed with the same counterparty under
a master netting agreement, including any cash collateral that may have been received or posted by the
Company, is presented on a net basis in accordance with accounting guidance for the offsetting of fair value
amounts related to derivative instruments. Insured CDS and insured swaps are not subject to master netting
agreements. VIE derivative assets and liabilities are not presented net of any master netting agreements.
Counterparty netting of derivative assets and liabilities offsets balances in “Interest rate swaps”, when applicable.

The following table presents the total fair value of the Company’s derivative assets and liabilities by instrument
and balance sheet location, before counterparty netting, as of December 31, 2018:

In millions

Derivative Assets(1)

Derivative Liabilities(1)

Derivative Instruments

Outstanding Balance Sheet Location

Notional
Amount

Fair
Value

Balance Sheet Location

Not designated as hedging instruments:

Insured credit default swaps
Insured swaps
Interest rate swaps
Interest rate swaps-embedded
Currency swaps-VIE
All other

Total non-designated derivatives

70
2,433
712
293
62
49

3,619

Other assets
Other assets
Other assets
Medium-term notes
Other assets-VIE
Other assets

$ — Derivative liabilities
— Derivative liabilities
2 Derivative liabilities
— Medium-term notes
16 Derivative liabilities-VIE
— Derivative liabilities

$ 18

Fair
Value

$ (33)
(2)
(157)
(13)
—
(7)

$(212)

(1)—In accordance with the accounting guidance for derivative instruments and hedging activities, the balance sheet location of the
Company’s embedded derivative instruments is determined by the location of the related host contract.

119

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 9: Derivative Instruments (continued)

The following table presents the total fair value of the Company’s derivative assets and liabilities by instrument
and balance sheet location, before counterparty netting, as of December 31, 2017:

In millions

Derivative Assets(1)

Derivative Liabilities(1)

Derivative Instruments

Outstanding Balance Sheet Location

Notional
Amount

Fair
Value

Balance Sheet Location

Not designated as hedging instruments:

Insured credit default swaps
Insured swaps
Interest rate swaps
Interest rate swaps-embedded
Currency swaps-VIE
All other
All other-embedded

Total non-designated derivatives

127
2,801
747
305
69
49
2

4,100

Other assets
Other assets
Other assets
Medium-term notes
Other assets-VIE
Other assets
Other investments

$ — Derivative liabilities
— Derivative liabilities
2 Derivative liabilities
1 Medium-term notes

19 Derivative liabilities-VIE
— Derivative liabilities
— Other investments

$ 22

Fair
Value

$ (63)
(2)
(193)
(6)
—
(4)
(1)

$(269)

The following table presents the effect of derivative instruments on the consolidated statements of operations for
the years ended December 31, 2018, 2017 and 2016:

In millions

Derivatives Not Designated as Hedging
Instruments

Location of Gain (Loss) Recognized in Income on Derivative

2018

2017

2016

Years Ended December 31,

Insured credit default swaps
Insured credit default swaps

Unrealized gains (losses) on insured derivatives
Realized gains (losses) and other settlements on

insured derivatives

Interest rate swaps

Net gains (losses) on financial instruments at fair

value and foreign exchange

Interest rate swaps-VIE

Net gains (losses) on financial instruments at fair

value and foreign exchange-VIE

Currency swaps-VIE

Net gains (losses) on financial instruments at fair

All other

Total

value and foreign exchange-VIE

Net gains (losses) on financial instruments at fair

value and foreign exchange

$ 31 $ — $ 21

(56)

(51)

(40)

—

(2)

(4)

—

(1)

(11)

(19)

(2)

$ (27) $ (68) $ (15)

120

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 10: Debt

Long-Term Debt

The Company’s long-term debt consists of notes and debentures including accrued interest as follows:

In millions

6.400% Senior Notes due 2022(1)
7.000% Debentures due 2025
7.150% Debentures due 2027
6.625% Debentures due 2028
5.700% Senior Notes due 2034(2)
Surplus Notes due 2033(3)
Accrued interest
Debt issuance costs

Total

As of December 31,

2018

2017

265
46
100
141
21
940
751
(15)

265
46
100
141
21
940
624
(16)

$ 2,249

$ 2,121

(1)—Callable on or after August 15, 2006 at par.
(2)—Callable anytime at the greater of par or the present value of the remaining scheduled payments of principal and
interest.
(3)—Contractual interest rate is based on three month LIBOR plus 11.26%.

During 2018, National purchased the remaining $44 million principal amount of MBIA Inc. 5.700% Senior Notes
due 2034 and $10 million principal amount of MBIA Inc. 7.000% Debentures due 2025 that were previously
repurchased by MBIA Inc. and had not been retired. As of December 31, 2018, National owned $308 million
principal amount of the 5.700% Senior Notes due 2034 and $10 million principal amount of MBIA Inc. 7.000%
Debentures due 2025, and MBIA Inc., through its corporate segment, owned $13 million of MBIA Corp. surplus
notes. These amounts are eliminated on a consolidated basis.

Interest and principal payments on the surplus notes are subject to prior approval by the NYSDFS. From the
January 15, 2013 interest payment to the present, MBIA Corp.’s requests for approval of the note interest
payments have not been approved by the NYSDFS. MBIA Corp. provides notice to the Fiscal Agent when it will
not make a scheduled interest payment. The deferred interest payment will become due on the first business day
on or after which MBIA Corp. obtains approval to make such payment. No interest will accrue on the deferred
interest. The surplus notes were callable at par at the option of MBIA Corp. on the fifth anniversary of the date of
issuance, and are callable at par on January 15, 2023 and every fifth anniversary thereafter and are callable on
any other date at par plus a make-whole amount, subject to prior approval by the Superintendent and other
restrictions. The cash received from the issuance of surplus notes was used for general business purposes and
the deferred debt issuance costs are being amortized over the term of the surplus notes.

The aggregate maturities of principal payments of long-term debt obligations in each of the next five years ending
December 31, and thereafter, are as follows:

In millions

Corporate debt
Surplus Notes due 2033

Total debt obligations due

Investment Agreements

2019

2020

2021

2022

2023

Thereafter

Total

$ — $ — $ — $265 $ — $

— — —

— —

308 $ 573
940
940

$ — $ — $ — $265 $ — $ 1,248 $1,513

Certain investment agreements provide for early termination, including, in some cases, with make-whole
payments, upon certain contingent events including the bankruptcy of MBIA Inc. or the commencement of an
insolvency proceeding with respect to MBIA Corp. Upon the occurrence of certain contractually agreed-upon
events, some of these funds may be withdrawn by the investor prior to their contractual maturity dates. All of the
investment agreements have been collateralized in accordance with the contractual terms.

121

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 10: Debt (continued)

Investment agreements have been issued with either fixed or floating interest rates in U.S. dollars. As of
December 31, 2018, the annual interest rates on these agreements ranged from 4.78% to 6.88% and the
weighted average interest rate was 5.83%. As of December 31, 2017, the annual interest rates on these
agreements ranged from 4.74% to 6.88% and the weighted average interest rate was 5.75%. Expected principal
payments due under these investment agreements in each of the next five years ending December 31 and
thereafter, based upon contractual maturity dates, are as follows:

In millions

Maturity date:
2019
2020
2021
2022
2023
Thereafter (through 2037)

Total expected principal payments(1)
Less discount and other adjustments(2)

Total

Principal Amount

7
35
2
2
20
295

361
50

311

(1)— Amounts reflect principal due at maturity for investment agreements issued at a discount.
(2)—Discount is net of carrying amount adjustment of $4 million and accrued interest adjustment of $5 million.

Medium-Term Notes

MTNs are denominated in U.S. dollars or foreign currencies and accrue interest based on fixed or floating interest
rates. Certain MTNs are measured at fair value in accordance with the accounting guidance for hybrid financial
instruments. As of December 31, 2018, the interest rates of the MTNs ranged from 0% to 6.00% and the weighted
average interest rate was 3.23%. As of December 31, 2017, the interest rates of the MTNs ranged from 0% to
6.00% and the weighted average interest rate was 2.90%. During 2018, the Company repurchased $78 million
par value outstanding at a cost of approximately 89% of par value of MTNs issued by the Company’s corporate
segment. Expected principal payments due under MTN obligations based on their contractual maturity dates are
as follows:

In millions

Maturity date:
2019
2020
2021
2022
2023
Thereafter (through 2036)

Total expected principal payments(1)
Less discount and other adjustments(2)

Total

Principal Amount

58
—
—
58
—
835

951
229

722

(1)—Amounts reflect principal due at maturity for notes issued at a discount.
(2)—Discount is net of carrying amount adjustment of $34 million and accrued interest adjustment of $5 million.

122

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 10: Debt (continued)

Variable Interest Entity Notes

VIE notes are variable interest rate debt instruments that were issued primarily in U.S. dollars by consolidated
VIEs within the Company’s international and structured finance insurance segment. These VIE notes consist of
debt instruments issued by issuer-sponsored consolidated VIEs collateralized by assets held by those
consolidated VIEs. As of December 31, 2018, for VIE notes not accounted for at fair value, contractual interest
rates ranged from 2.81% to 14.00% and the weighted average interest rate was 6.91%. As of December 31,
2017, for VIE notes not accounted for at fair value, contractual interest rates ranged from 1.85% to 14.00% and
the weighted average interest rate was 6.01%.

In connection with the Zohar II Claim in January of 2017, MBIA Corp. entered into the Facility. The initial
outstanding principal amount of the Facility was $366 million, of which, $38 million of subordinated financing was
provided by MBIA Inc. and eliminated in consolidation. As of December 31, 2018 and 2017, the consolidated
outstanding amount of the Facility was $373 million and $330 million, respectively. Under the Facility, MBIA Inc.
has agreed to provide an additional $50 million subordinated financing to MZ Funding, which MZ Funding would
then lend to MBIA Corp., if needed by MBIA Insurance Corporation for liquidity purposes. The Facility is secured
by a first priority security interest in all of MBIA Corp.’s right, title and interest in the recovery of its claims from the
assets of Zohar I and Zohar II which include, among other things, loans made to, and equity interests in,
companies purportedly controlled by the Zohar Sponsor and any claims that the Company may have against the
Zohar Sponsor. MBIA Corp. was obligated to pay a commitment fee of $10 million for this facility. The Facility
matures on January 20, 2020 and bears interest at 14% per annum. If funds received from MBIA Corp. under the
Facility are insufficient to pay interest on interest payment dates, MZ Funding may elect to pay interest in kind,
which increases the outstanding principal amount.

The maturity of the principal balances of the Company’s international and structured finance insurance segment’s
VIE notes, as of December 31, 2018 is presented in the following table:

In millions

Maturity date:
2019
2020
2021
2022
2023
Thereafter (through 2052)

Total

Principal Amount

108
396
72
41
13
1,111

1,741(1)

(1)—Includes $480 million of VIE notes accounted for at fair value as of December 31, 2018.

Note 11: Income Taxes

Income (loss) from operations before provision (benefit) for income taxes consisted of:

In millions

Domestic
Foreign

Income (loss) before income taxes

Years Ended December 31,

2018

2017

2016

$(287)
(9)

$(638)
(23)

$(362)
23

$(296)

$(661)

$(339)

123

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 11: Income Taxes (continued)

The Company files a consolidated tax return that includes all of its U.S. subsidiaries and foreign branches. The
Company also files tax returns in Spain, Mexico, and various state and local jurisdictions. Income tax expense
(benefit) on income (loss) and shareholders’ equity consisted of:

In millions

Current taxes:
Federal
State

Deferred taxes:

Federal
Foreign

Provision (benefit) for income taxes

Income taxes charged (credited) to shareholders’ equity related to:

Change in unrealized gains (losses) on AFS securities
Change in AFS securities with OTTI
Change in foreign currency translation

Total income taxes charged (credited) to shareholders’ equity

Total effect of income taxes

Years Ended December 31,

2018

2017

2016

$ — $
1

4
—

(1)
—

—

5
—
—

945
(5)

944

(1)
1
21

$ 965

$ 13

4
1

(8)
2

(1)

8
5
1

A reconciliation of the U.S. federal statutory tax rate to the Company’s effective income tax rate for the years
ended December 31, 2018, 2017 and 2016 is presented in the following table:

Federal income tax computed at the statutory rate
Increase (reduction) in taxes resulting from:

Tax Reform/Change in Tax Rate
Mark-to-market on warrants
Change in valuation allowance
Nondeductible compensation
Deferred inventory adjustments
Foreign Taxes
Basis difference in foreign subsidiary
Other

Years Ended December 31,

2018

21.0%

2017

2016

35.0%

0.0%
(0.7)%

0.0%
(71.4)%
(1.5)%
1.4%
(2.2)%
(20.9)% (116.9)%
(1.4)%
0.0%
3.6%
0.8%
8.2%
0.0%
0.0% (33.0)%
(0.3)%
0.1%

0.0%
(1.0)%
0.0%
0.0%
1.6%

Effective tax rate

0.0% (142.8)%

0.2%

Deferred Tax Asset, Net of Valuation Allowance

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events
that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are
determined based on the differences between the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in
tax rates on tax assets and liabilities is recognized in income in the period that includes the enactment date.
Valuation allowances are established to reduce deferred tax assets to the amount that more likely than not will be
realized.

124

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 11: Income Taxes (continued)

The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31,
2018 and 2017 are presented in the following table:

In millions

Deferred tax liabilities:

Unearned premium revenue
Deferral of cancellation of indebtedness income
Deferred acquisition costs
Partnership basis difference
Basis difference in foreign subsidiaries
Net deferred taxes on VIEs

Total gross deferred tax liabilities

Deferred tax assets:

Compensation and employee benefits
Accrued interest
Loss and loss adjustment expense reserves
Net operating loss
Foreign tax credits
Other-than-temporary impairments
Net unrealized losses on insured derivatives
Net losses on financial instruments at fair value and foreign exchange
Net unrealized losses in accumulated other comprehensive income
Other

Total gross deferred tax assets

Valuation allowance

Net deferred tax asset

As of

December 31,
2018

December 31,
2017

59
—
16
3
—
55

133

7
158
135
512
62
22
8
30
32
1

967

834

— $

75
14
21
11
1
38

160

11
131
87
582
62
22
14
13
5
3

930

770

—

On June 26, 2017, S&P downgraded the financial strength rating of National, which led the Company to cease its
efforts to write new financial guarantee business. In addition to National’s cessation of new business activity,
there was an increase in loss and LAE due to changes in assumptions on certain Puerto Rico credits. As a result
of the increase in loss and LAE, the Company has a three-year cumulative loss, which is considered significant
negative evidence in the assessment of its ability to use its deferred tax assets. In addition, the Company
considered all available positive and negative evidence as required by GAAP, to estimate if sufficient taxable
income will be generated to use its deferred tax assets. After considering all positive and negative evidence,
including the Company’s inability to objectively identify and forecast future sources of taxable income, the
Company concluded in the second quarter of 2017 it did not have sufficient positive evidence to support its ability
to use its deferred tax assets before they would expire. Accordingly, the Company has a full valuation allowance
against its net deferred tax asset of $834 million and $770 million as of December 31, 2018 and 2017,
respectively. The Company will continue to analyze the valuation allowance on a quarterly basis.

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the “Act”),
which among other items reduces the federal corporate tax rate to 21% effective January 1, 2018. As a result,
during the fourth quarter of 2017, the Company revalued its net tax deferred tax asset using the newly enacted
tax rate of 21%.

Under the Act, NOLs of property and casualty insurance companies retain their current two-year carryback and
20-year carryforward periods and will not be subject to the 80 percent taxable income limitation and indefinite
lived carryforward period applicable to general corporate NOLs. Therefore, NOLs generated after 2017 by the
Company’s insurance companies and non-insurance companies will be treated differently under the Act.

125

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 11: Income Taxes (continued)

Treatment of Undistributed Earnings of Certain Foreign Subsidiaries—“Accounting for Income Taxes—
Special Areas”

During 2017, the Company sold MBIA UK and reversed any deferred income taxes with respect to the differences
in the book and tax basis in the Company’s carrying value of MBIA UK. The Company’s amount of undistributed
earnings of certain foreign subsidiaries was not material as of December 31, 2018.

Accounting for Uncertainty in Income Taxes

The Company’s policy is to record and disclose any change in UTB and related interest and/or penalties to
income tax in the consolidated statements of operations. The Company includes interest as a component of
income tax expense. As of December 31, 2018 and 2017, the Company had no UTB.

Federal income tax returns through 2011 have been examined or surveyed. As of December 31, 2018, the
Company’s NOL is approximately $2.4 billion. The NOL will expire between tax years 2031 through 2037. As of
December 31, 2018, the Company has a foreign tax credit carryforward of $62 million, which will expire between
tax years 2019 through 2028. As of December 31, 2018, the Company has an alternative minimum tax (“AMT”)
credit carryforward of $26 million, which does not expire. As a result of tax reform, AMT credits are now fully
refundable no later than 2022. The AMT credit has been reclassed out of the deferred tax asset and into other
assets as the AMT credits are now a receivable.

Section 382 of the Internal Revenue Code

On May 2, 2018, MBIA Inc.’s shareholders ratified an amendment to the Company’s By-Laws, which had been
adopted earlier by MBIA Inc.’s Board of Directors. The amendment places restrictions on certain acquisitions of
Company stock that otherwise may have increased the likelihood of an ownership change within the meaning of
Section 382 of the Internal Revenue Code. The amendment generally prohibits a person from becoming a
“Section 382 five-percent shareholder” by acquiring, directly or by attribution, 5% or more of the outstanding
shares of the Company’s common stock and will generally restrict existing “Section 382 five-percent
shareholders” from increasing their ownership interest under Section 382 by more than one percentage point over
their percentage stock ownership immediately prior to the effective date of the amendment or, if lower, their
percentage thereafter.

Note 12: Business Segments

As defined by segment reporting, an operating segment is a component of a company (i) that engages in
business activities from which it earns revenue and incurs expenses, (ii) whose operating results are regularly
reviewed by the Chief Operating Decision Maker to assess the performance of the segment and to make
decisions about the allocation of resources to the segment and, (iii) for which discrete financial information is
available.

The Company manages its businesses across three operating segments: 1) U.S. public finance insurance; 2)
corporate; and 3) international and structured finance insurance. The Company’s U.S. public finance insurance
business is operated through National and its international and structured finance insurance business is operated
through MBIA Corp.

126

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 12: Business Segments (continued)

The following sections provide a description of each of the Company’s reportable operating segments.

U.S. Public Finance Insurance

The Company’s U.S. public finance insurance portfolio is managed through National. The financial guarantees
issued by National provide unconditional and irrevocable guarantees of the payment of the principal of, and
interest or other amounts owing on, U.S. public finance insured obligations when due. The obligations are not
subject to acceleration, except that National may have the right, at its discretion, to accelerate insured obligations
upon default or otherwise. National’s guarantees insure municipal bonds, including tax-exempt and taxable
indebtedness of U.S. political subdivisions, as well as utilities, airports, health care institutions, higher educational
facilities, student loan issuers, housing authorities and other similar agencies and obligations issued by private
entities that finance projects that serve a substantial public purpose. Municipal bonds and privately issued bonds
used for the financing of public purpose projects are generally supported by taxes, assessments, fees or tariffs
related to the use of these projects, lease payments or other similar types of revenue streams.

Corporate

The Company’s corporate segment consists of general corporate activities, including providing support services to
MBIA Inc.’s subsidiaries as well as asset and capital management. Support services are provided by the
Company’s service company, MBIA Services, and include, among others, management, legal, accounting,
treasury, information technology, and insurance portfolio surveillance, on a fee-for-service basis. Capital
management includes activities related to servicing obligations issued by MBIA Inc. and its subsidiaries, MBIA
Global Funding, LLC (“GFL”) and MBIA Investment Management Corp. (“IMC”). MBIA Inc. issued debt to finance
the operations of the MBIA group. GFL raised funds through the issuance of MTNs with varying maturities, which
were in turn guaranteed by MBIA Corp. GFL lent the proceeds of these MTN issuances to MBIA Inc. IMC, along
with MBIA Inc., provided customized investment agreements, guaranteed by MBIA Corp., for bond proceeds and
other public funds for such purposes as construction, loan origination, escrow and debt service or other reserve
fund requirements. The Company has ceased issuing new MTNs and investment agreements and the
outstanding liability balances and corresponding asset balances have declined over time as liabilities matured,
terminated or were called or repurchased. All of the debt within the corporate segment is managed collectively
and is serviced by available liquidity.

International and Structured Finance Insurance

The Company’s international and structured finance insurance segment is principally conducted through MBIA
Corp. The financial guarantees issued by MBIA Corp. generally provide unconditional and irrevocable guarantees
of the payment of principal of, and interest or other amounts owing on, non-U.S. public finance and global
structured finance insured obligations when due, or in the event MBIA Corp. has the right, at its discretion, to
accelerate insured obligations upon default or otherwise. MBIA Corp. insures the investment contracts written by
MBIA Inc., and if MBIA Inc. were to have insufficient assets to pay amounts due upon maturity or termination,
MBIA Corp. would make such payments. MBIA Corp. insures debt obligations of the following affiliates:

(cid:129) MBIA Inc.;

(cid:129)

GFL;

IMC;

(cid:129) MZ Funding LLC; and

(cid:129)

LaCrosse Financial Products, LLC, a wholly-owned affiliate, to which MBIA Insurance Corporation has
written insurance policies guaranteeing the obligations under CDS. Certain policies cover payments
potentially due under CDS, including termination payments that may become due in certain
circumstances, including the occurrence of certain insolvency or payment defaults under the CDS or
derivatives contracts by the insured counterparty or by the guarantor.

127

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 12: Business Segments (continued)

MBIA Corp. insures non-U.S. public finance and global structured finance obligations, including asset-backed
obligations. MBIA Corp. has insured sovereign-related and sub-sovereign bonds, utilities, privately issued bonds
used for the financing of projects that include toll roads, bridges, airports, public transportation facilities, and other
types of infrastructure projects serving a substantial public purpose. Global structured finance and asset-backed
obligations typically are securities repayable from expected cash flows generated by a specified pool of assets,
such as residential and commercial mortgages, insurance policies, consumer loans, corporate loans and bonds,
trade and export receivables, and leases for equipment, aircraft and real estate property. MBIA Corp. has also
written policies guaranteeing obligations under certain other derivative contracts, including termination payments
that may become due upon certain insolvency or payment defaults of the financial guarantor or the issuer. The
Company is no longer insuring new credit derivative contracts except for transactions related to the restructuring
or reduction of existing derivative exposure. MBIA Corp. has not written any meaningful amount of business since
2008.

Segments Results

The following tables provide the Company’s segment results for the years ended December 31, 2018, 2017 and
2016:

In millions

Year Ended December 31, 2018

U.S.
Public
Finance
Insurance Corporate

International
and Structured
Finance
Insurance

Eliminations Consolidated

Revenues(1)
Net change in fair value of insured derivatives
Net gains (losses) on financial instruments at fair value and

foreign exchange

Net investment losses related to other-than-temporary

impairments

Net gains (losses) on extinguishment of debt
Other net realized gains (losses)
Revenues of consolidated VIEs
Inter-segment revenues(2)

Total revenues

Losses and loss adjustment
Operating
Interest
Expenses of consolidated VIEs
Inter-segment expenses(2)

Total expenses

Income (loss) before income taxes

Identifiable assets

178
—

(20)

(5)
—
—
—
29

182
91
18
—
—
44

153

4,203

31
—

—
3
(2)
—
45

99
—
47
78
—
20

145

(46)

1,192

108
(25)

(19)

—
—
2
(111)
24

(21)
(28)
26
128
98
33

257

— $
—

—

—
—
—
—
(98)

(98)
—
—
—
—
(97)

(97)

(278)

4,742

(1)

(2,061)(3) $

317
(25)

(17)

(5)
3
—
(111)
—

162
63
91
206
98
—

458

(296)

8,076

(1)—Represents the sum of third-party financial guarantee net premiums earned, net investment income, insurance-related fees and
reimbursements and other fees.
(2)—Represents intercompany premium income and expense and intercompany interest income and expense pertaining to intercompany
receivables and payables.
(3)—Consists primarily of intercompany reinsurance balances and repurchase agreements.

128

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 12: Business Segments (continued)

In millions

Year Ended December 31, 2017

U.S.
Public
Finance
Insurance Corporate

International
and Structured
Finance
Insurance

Eliminations Consolidated

Revenues(1)
Net change in fair value of insured derivatives
Net gains (losses) on financial instruments at fair value and

foreign exchange

Net investment losses related to other-than-temporary

impairments

Net gains (losses) on extinguishment of debt
Other net realized gains (losses)
Revenues of consolidated VIEs
Inter-segment revenues(2)

Total revenues

Losses and loss adjustment
Operating
Interest
Expenses of consolidated VIEs
Inter-segment expenses(2)

Total expenses

Income (loss) before income taxes

Identifiable assets

262
—

(106)
—
(4)
—
23

200
499
36
—
—
72

607

30
—

(32)

—
28
(4)
—
60

82
—
59
81
—
11

151

(69)

1,312

(407)

4,582

78
(51)

(17)

—
—
39
185
44

278
184
34
116
85
47

466

— $
—

—

—
—
—
—
(127)

(127)
—
—
—
—
(130)

(130)

(188)

5,404

(2,203)(3) $

370
(51)

(24)

(106)
28
31
185
—

433
683
129
197
85
—

1,094

(661)

9,095

In millions

Revenues(1)
Net change in fair value of insured derivatives
Net gains (losses) on financial instruments at fair value and

foreign exchange

Net investment losses related to other-than-temporary

impairments

Net gains (losses) on extinguishment of debt
Other net realized gains (losses)
Revenues of consolidated VIEs
Inter-segment revenues(2)

Total revenues

Losses and loss adjustment
Operating
Interest
Expenses of consolidated VIEs
Inter-segment expenses(2)

Total expenses

Income (loss) before income taxes

Identifiable assets

Year Ended December 31, 2016

U.S.
Public
Finance
Insurance Corporate

International
and Structured
Finance
Insurance

Eliminations Consolidated

335
—

24
—

(4)
—
2
—
22

427
74
40
—
—
69

183

244

5,077

(14)

(1)
5
(5)
—
58

67
—
80
91
—
4

175

(108)

2,479

121
(19)

—
—
(279)
31
51

(69)
146
57
106
39
52

400

— $
—

—

—
—
—
—
(131)

(131)
—
—
—
—
(125)

(125)

480
(19)

(5)
5
(282)
31
—

294
220
177
197
39
—

633

(469)

6,486

(6)

(339)

(2,905)(3) $

11,137

(1)—Represents the sum of third-party financial guarantee net premiums earned, net investment income, insurance-related fees and
reimbursements and other fees.
(2)—Represents intercompany premium income and expense and intercompany interest income and expense pertaining to intercompany
receivables and payables.
(3)—Consists of intercompany deferred income taxes, reinsurance balances and repurchase agreements.

129

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 12: Business Segments (continued)

Premiums on financial guarantees and insured derivatives reported within the Company’s insurance segments are
generated within and outside the U.S. The following table summarizes premiums earned on financial guarantees
and insured derivatives by geographic location of risk for the years ended December 31, 2018, 2017 and 2016:

In millions

Total premiums earned:

United States
Other Americas
United Kingdom
Other

Total

Note 13: Insurance in Force

Years Ended December 31,

2018

2017

2016

94
68
—
—

162

169
25
2
6

202

238
26
27
13

304

The Company guarantees the payment of principal of, and interest or other amounts owing on, municipal, asset-
backed, mortgage-backed and other non-municipal securities including CDS contracts. The Company’s insurance
in force represents the aggregate amount of the insured principal of, and interest or other amounts owing on,
insured obligations. The Company’s ultimate exposure to credit loss in the event of nonperformance by the issuer
of the insured obligation is represented by the insurance in force in the tables that follow.

The financial guarantees issued by the Company provide unconditional and irrevocable guarantees of the
payment of the principal of, and interest or other amounts owing on, insured obligations when due. The
obligations are generally not subject to acceleration, except in the event the Company has the right, at its
discretion, to accelerate insured obligations upon default or otherwise. Payments to be made by the issuer on the
bonds or notes may be backed by a pledge of revenues, reserve funds, letters of credit, investment contracts or
collateral in the form of mortgages or other assets. The right to such funds or collateral would typically become
National’s or MBIA Corp.’s upon the payment of a claim by either National or MBIA Corp.

130

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 13: Insurance in Force (continued)

As of December 31, 2018, insurance in force, which represents principal and interest or other amounts owing on
insured obligations, had an expected maturity through 2058. The distribution of MBIA Corp.’s and National’s
combined insurance in force by geographic location, excluding financial obligations guaranteed by MBIA Corp. on
behalf of affiliated companies, is presented in the following table:

$ in billions

Geographic Location

California
Illinois
Puerto Rico
New Jersey
New York
Hawaii
Texas
Virginia
Oregon
Florida

Subtotal

Nationally Diversified
Other states

Total United States

Internationally Diversified
Country specific

Total non-United States

Total

As of December 31,

2018

2017

Insurance
in Force

% of
Insurance
in Force

Insurance
in Force

% of
Insurance
in Force

25.9
11.1
7.9
6.8
5.9
4.3
4.3
3.7
3.2
3.1

76.2
13.5
29.1

118.8

0.4
8.9

9.3

20.2% $

8.7%
6.2%
5.3%
4.6%
3.4%
3.4%
2.9%
2.5%
2.4%

59.6%
10.5%
22.7%

92.8%

0.3%
6.9%

7.2%

30.3
13.1
8.2
7.6
9.3
4.5
6.1
4.2
3.6
3.8

90.7
15.7
37.0

143.4

0.4
11.1

11.5

19.6%
8.5%
5.3%
4.9%
6.0%
2.9%
3.9%
2.7%
2.3%
2.5%

58.6%
10.1%
23.9%

92.6%

0.3%
7.1%

7.4%

$ 128.1

100.0% $ 154.9

100.0%

131

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 13: Insurance in Force (continued)

The insurance in force and insured gross par outstanding by type of bond, excluding financial obligations
guaranteed by MBIA Corp. on behalf of affiliated companies, are presented in the following table:

$ in billions

Bond type

Global public finance—United States:

General obligation (1)
General obligation—lease
Municipal utilities
Tax-backed
Transportation
Higher education
Health care
Military housing
Investor-owned utilities(2)
Municipal housing
Other (3)

Total United States

Global public finance—non-United States:

International utilities
Sovereign-related and sub-sovereign(4)
Transportation
Other(5)

Total non-United States

Total global public finance

Global structured finance:

Collateralized debt obligations(6)
Mortgage-backed residential
Mortgage-backed commercial
Consumer asset-backed
Corporate asset-backed(7)

Total global structured finance

As of December 31,

2018

2017

Insurance
in Force

Gross Par
Amount

Insurance
in Force

Gross Par
Amount

34.2
4.0
14.2
24.0
12.0
2.5
1.7
15.8
2.0
0.3
0.9

111.6

1.4
3.5
3.0
0.1

8.0

17.3
3.0
9.5
11.2
4.8
1.7
1.2
7.2
1.3
0.2
0.5

57.9

1.2
2.5
2.5
0.1

6.3

119.6

64.2

0.5
3.4
0.6
0.5
3.5

8.5

0.4
2.5
0.3
0.4
2.0

5.6

42.8
5.1
17.7
26.5
15.2
3.2
2.6
16.3
3.1
0.4
1.1

134.0

1.7
3.8
4.5
0.2

10.2

144.2

0.5
4.7
0.7
0.9
3.9

10.7

22.9
3.8
11.8
12.4
6.9
2.1
1.8
7.3
2.0
0.3
0.6

71.9

1.4
2.7
3.6
0.1

7.8

79.7

0.4
3.6
0.3
0.7
2.3

7.3

Total

$ 128.1

69.8

$ 154.9

87.0

(1)—Includes general obligation unlimited and limited (property) tax bonds, general fund obligation bonds and pension obligation bonds of
states, cities, counties, schools and special districts.
(2)—Includes investor owned utilities, industrial development and pollution control revenue bonds.
(3)—Includes certain non-profit enterprises, stadium related financing and student loans.
(4)—Includes regions, departments or their equivalent in each jurisdiction as well as sovereign owned entities that are supported by a
sovereign state, region or department.
(5)—Includes municipal owned entities backed by sponsoring local government and tax backed transactions.
(6)—Includes a transaction (represented by structured pools of CRE assets) that does not include typical CDO structuring characteristics, such
as tranched credit risk, cash flow waterfalls, or interest and over-collateralization coverage tests.
(7)—As of December 31, 2018, includes structured insurance securitizations of $2.2 billion and $1.0 billion of insurance in force and gross par
amount, respectively. As of December 31, 2017, includes structured insurance securitizations of $2.3 billion and $1.1 billion of insurance in
force and gross par amount, respectively.

132

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 13: Insurance in Force (continued)

Affiliated Financial Obligations Insured by MBIA Corp.

Investment agreement contracts and MTNs issued by the Company’s corporate segment and the Facility issued
by the Company’s international and structured finance insurance segment are insured by MBIA Corp. and are not
included in the previous tables. If MBIA Inc. or these subsidiaries were to have insufficient assets to pay amounts
due, MBIA Corp. would be obligated to make such payments under its insurance policies. As of December 31,
2018, the maximum amount of future payments that MBIA Corp. could be required to make under these
guarantees is $2.0 billion. These guarantees, which mature through 2037, were entered into on an arm’s length
basis. MBIA Corp. has both direct recourse provisions and subrogation rights in these transactions. If MBIA Corp.
is required to make a payment under any of these affiliate guarantees, it would have the right to seek
reimbursement from such affiliate and to liquidate any collateral to recover amounts paid under the guarantee.

Reinsured Exposure

Reinsurance enables the Company to cede exposure for purposes of syndicating risk. The Company generally
retains the right to reassume the business ceded to reinsurers under certain circumstances, including a
reinsurer’s rating downgrade below specified thresholds. At this time, the Company does not intend to utilize
reinsurance to decrease the insured exposure in its portfolio.

MBIA requires certain unauthorized reinsurers to maintain bank letters of credit or establish trust accounts to
cover liabilities ceded to such reinsurers under reinsurance contracts. The Company remains liable on a primary
basis for all reinsured risk. MBIA believes that its reinsurers remain capable of meeting their obligations, although,
there can be no assurance of such in the future.

The aggregate amount of insurance in force ceded by MBIA to reinsurers was $4.2 billion and $5.1 billion as of
December 31, 2018 and 2017, respectively.

As of December 31, 2018, the aggregate amount of insured par outstanding ceded by MBIA to reinsurers under
reinsurance agreements was $2.2 billion compared with $2.7 billion as of December 31, 2017. As of
December 31, 2018, $1.7 billion of the ceded par outstanding was ceded from the Company’s U.S. public finance
insurance segment and $499 million was ceded from the Company’s international and structured finance
insurance segment. Under National’s reinsurance agreement with MBIA Corp., if a reinsurer of MBIA Corp. is
unable to pay claims ceded by MBIA Corp. on U.S. public finance exposure, National will assume liability for such
ceded claim payments. The following table presents information about the Company’s reinsurance agreements as
of December 31, 2018 for its U.S. public finance and international and structured finance insurance operations.

In millions

Reinsurers

Assured Guaranty Re Ltd.

Assured Guaranty Corp.

Overseas Private

Investment Corporation

Others

Total

Standard &
Poor’s Rating
(Status)

AA
(Stable Outlook)
AA
(Stable Outlook)
AA+
(Stable Outlook)
A+ or above

Moody’s Rating
(Status)

Ceded Par
Outstanding

Letters of
Credit/Trust
Accounts

Reinsurance
Recoverable(1)

WR(2)

1,009 $

27 $

A3
(Stable Outlook)
Aaa
(Stable Outlook)

WR(2)

870

244

—

2,194 $

30 $

—

(1)—Total reinsurance recoverable is primarily related to recoverables on unpaid losses.
(2)—Represents a withdrawal of ratings.

133

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 14: Insurance Regulations and Dividends

National and MBIA Insurance Corporation are subject to insurance regulations and supervision of the State of
New York (their state of domicile) and all U.S. and non-U.S. jurisdictions in which they are licensed to conduct
insurance business. In order to maintain their New York State financial guarantee insurance license, National and
MBIA Insurance Corporation are required to maintain a minimum of $65 million of policyholders’ surplus. MBIA
Mexico is regulated by the Comisión Nacional de Seguros y Fianzas in Mexico. MBIA Corp.’s Spanish Branch is
subject to local regulation in Spain. The extent of insurance regulation and supervision varies by jurisdiction, but
New York and most other jurisdictions have laws and regulations prescribing minimum standards of solvency and
business conduct, which must be maintained by insurance companies. Among other things, these laws prescribe
permitted classes and concentrations of investments and limit both the aggregate and individual securities risks
that National and MBIA Insurance Corporation may insure on a net basis based on the type of obligations insured.
In addition, some insurance laws and regulations require the approval or filing of policy forms and rates. National
and MBIA Insurance Corporation are required to file detailed annual financial statements with the NYSDFS. The
operations and accounts of National and MBIA Insurance Corporation are subject to examination by regulatory
agencies at regular intervals.

Statutory Capital and Regulations

National

For the years ended December 31, 2018 and 2017, National had statutory net losses of $27 million and
$321 million, respectively. As of December 31, 2018, National’s statutory capital was $2.5 billion, consisting of
policyholders’ surplus of $2.0 billion and contingency reserves of $522 million. As of December 31, 2017, National
had statutory capital of $2.8 billion.

MBIA Insurance Corporation

As of December 31, 2018, MBIA Insurance Corporation’s statutory capital was $555 million, consisting of
policyholders’ surplus of $356 million and contingency reserve of $199 million. As of December 31, 2017, MBIA
Insurance Corporation had statutory capital of $464 million.

For the years ended December 31, 2018 and 2017, MBIA Insurance Corporation had statutory net income of
$134 million and $107 million, respectively. MBIA Insurance Corporation’s policyholders’ surplus as of
December 31, 2018 and 2017 included negative unassigned surplus of $1.7 billion and $1.8 billion, respectively.
MBIA Insurance Corporation’s policyholders’ surplus may be further negatively impacted if future additional
insured losses are incurred.

As of December 31, 2018 and 2017, MBIA Insurance Corporation was in compliance with its aggregate risk limits
under the NYIL, but was not in compliance with certain of its single risk limits. If new overages occur with respect
to its single risk limits, MBIA Insurance Corporation will report them to the NYSDFS.

Under NYIL, MBIA Insurance Corporation is also required to establish a contingency reserve to provide protection
to policyholders in the event of extreme losses in adverse economic events. The amount of the reserve is based
on the percentage of principal insured or premiums earned, depending on the type of obligation (net of collateral,
reinsurance, refunding, refinancings and certain insured securities). Under NYIL, MBIA Insurance Corporation is
required to invest its minimum surplus and contingency reserves, and 50% of its loss reserves and unearned
premium reserves, in certain qualifying assets. As of December 31, 2018, MBIA Insurance Corporation
maintained its minimum requirement of policyholders’ surplus but did not have enough qualifying assets to
support its contingency reserves and 50% of its loss reserves and unearned premium reserves. Not having
enough qualifying assets to support its contingency reserves limits the amount of earned surplus that might
otherwise be available for the payment of dividends. Reductions in the contingency reserve may be recognized
based on excess reserves and under certain stipulated conditions, subject to the approval of the Superintendent
of the NYSDFS. If MBIA Insurance Corporation does not comply with the above mentioned requirements, the
NYSDFS may prevent MBIA Insurance Corporation from transacting any new financial guarantee insurance
business until it no longer exceeds the limitations.

134

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 14: Insurance Regulations and Dividends (continued)

Dividends

NYIL regulates the payment of dividends by financial guarantee insurance companies and provides that such
companies may not declare or distribute dividends except out of statutory earned surplus. Under NYIL, the sum of
(i) the amount of dividends declared or distributed during the preceding 12-month period and (ii) the dividend to
be declared may not exceed the lesser of (a) 10% of policyholders’ surplus, as reported in the latest statutory
financial statements or (b) 100% of adjusted net investment income for such 12-month period (the net investment
income for such 12-month period plus the excess, if any, of net investment income over dividends declared or
distributed during the two-year period preceding such 12-month period), unless the Superintendent of the
NYSDFS approves a greater dividend distribution based upon a finding that the insurer will retain sufficient
surplus to support its obligations.

In 2018 and 2017, National declared and paid dividends of $108 million and $118 million, respectively, to its
ultimate parent, MBIA Inc.

In 2018, MBIA Insurance Corporation did not declare or pay any dividends to MBIA Inc. or the holders of its
preferred stock. MBIA Insurance Corporation is currently unable to pay dividends, including those related to its
preferred stock, as a result of its earned surplus deficit as of December 31, 2018 and is not expected to have any
statutory capacity to pay any dividends in the near term. In connection with MBIA Insurance Corporation obtaining
approval from the NYSDFS to release excess contingency reserves in previous periods, MBIA Insurance
Corporation agreed that it would not pay any dividends without prior approval from the NYSDFS.

Note 15: Pension and Profit Sharing Plans

The Company maintains a qualified non-contributory defined contribution pension plan to which the Company
contributes 10% of each eligible employee’s annual compensation. Annual compensation for determining such
contributions consists of base salary and bonus, as applicable, up to a maximum of $2 million in 2018 and 2017.
Pension benefits vest over a five-year period with 20% vested after two years, 60% vested after three years, 80%
vested after four years and 100% vested after five years. The Company funds the annual pension contribution by
the following February of each applicable year. Pension expense related to the Company’s qualified pension plan
for the years ended December 31, 2018, 2017 and 2016 was $1 million, $2 million, and $1 million, respectively.

The Company also maintains a qualified profit sharing/401(k) plan. The plan is a voluntary contributory plan that
allows eligible employees to defer compensation for federal income tax purposes under Section 401(k) of the
Internal Revenue Code of 1986, as amended. Employees may contribute, through payroll deductions, up to 25%
of eligible compensation. The Company matches employee contributions up to the first 5% of such compensation.
The 401(k) matching contributions are made in the form of cash, whereby participants may direct the Company
match to an investment of their choice. The 401(k) matching benefits vest over a five-year period with 20% vested
after two years, 60% vested after three years, 80% vested after four years and 100% vested after five years.
Generally, a participating employee is entitled to distributions from the plans upon termination of employment,
retirement, death or disability. Participants who qualify for distribution may receive a single lump sum, transfer the
assets to another qualified plan or individual retirement account, or receive a series of specified installment
payments. Profit sharing/401(k) expense related to the Company’s qualified plan for each of the years ended
December 31, 2018, 2017 and 2016 was $1 million.

In addition to the above two plans, the Company maintains a non-qualified deferred compensation plan.
Contributions to the above qualified plans that exceed limitations established by federal regulations are then
contributed to the non-qualified deferred compensation plan. The non-qualified pension and profit sharing/401(k)
expense for the years ended December 31, 2018, 2017 and 2016 was $1 million, $3 million and $3 million,
respectively.

135

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 16: Long-term Incentive Plans

Plan Description

The Company maintains the MBIA Inc. 2005 Omnibus Incentive Plan (the “Omnibus Plan”), as amended on
May 7, 2009 and May 1, 2012. Under the Omnibus Plan a maximum of 14,000,000 shares of the Company’s
common stock can be used for any type of award including stock options, performance shares, performance
units, restricted stock, restricted stock units and dividend equivalents. Any shares issued under the Omnibus Plan
in connection with stock options shall be counted against this limit as 1 share covered by such option. For all
awards other than stock options, any shares issued shall be counted against this limit as 1.28 shares for every
share issued after the May 1, 2012 amendment and two shares for every share issued prior to the May 1, 2012
amendment.

The stock option component of the Omnibus Plan enables key employees of the Company and its subsidiaries to
acquire shares of common stock of the Company or to benefit from appreciation in the price of the common stock
of the Company. The stock option grants, which may be awarded every year, provide the right to purchase shares
of common stock at the fair value of the stock on the date of the grant. Options granted will either be Incentive
Stock Options (“ISOs”) that qualify under Section 422(a) of the Internal Revenue Code, or Non-Qualified Stock
Options (“NQSOs”). ISOs and NQSOs are granted at a price not less than 100% of the fair value, defined as the
closing price on the grant date, of the Company’s common stock. Options are exercisable as specified at the time
of grant depending on the level of the recipient (generally five years) and expire either seven or ten years from the
date of grant (or shorter if specified or following termination of employment).

Under the restricted stock component of the Omnibus Plan, certain employees are granted restricted shares of
the Company’s common stock. These awards have a restriction period lasting between three to seven years
depending on the type of award, after which time the awards fully vest. During the vesting period, these shares
may not be sold. Restricted stock may be granted to all employees.

There were 2,471,234 shares available for future grants under the Omnibus Plan as of December 31, 2018.

In accordance with accounting guidance for share-based payments, the Company expenses the fair value of
employee stock options and other forms of stock-based compensation. In addition, the guidance classifies share-
based payment awards as either liability awards, which are remeasured at fair value at each balance sheet date,
or equity awards, which are measured on the grant date and not subsequently remeasured. Generally, awards
with cash-based settlement repurchase features or that are settled at a fixed dollar amount are classified as
liability awards, and changes in fair value will be reported in earnings. Awards with net-settlement features or that
permit a cashless exercise with third-party brokers are classified as equity awards and changes in fair value are
not reported in earnings. The Company’s long-term incentive plans include features which result in equity awards.
In addition, the guidance requires the use of a forfeiture estimate. The Company uses historical employee
termination information to estimate the forfeiture rate applied to current stock-based awards.

The Company maintains voluntary retirement benefits, which provide certain benefits to eligible employees of the
Company upon retirement. A description of these benefits is included in the Company’s proxy statement. One of
the components of the retirement program for those employees that are retirement eligible is to continue to vest
all performance-based stock options and restricted share awards beyond the retirement date in accordance with
the original vesting terms and to immediately vest all outstanding time-based stock options and restricted share
grants. The accounting guidance for share-based payment requires compensation costs for those employees to
be recognized from the date of grant through the retirement eligible date. Accelerated expense, if any, relating to
this retirement benefit for both stock option awards and restricted stock awards has been included in the
compensation expense amounts.

136

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 16: Long-term Incentive Plans (continued)

Restricted Stock

The fair value of the restricted shares awarded, net of cancellations, determined on the grant date was $37 million and
$6 million for 2018 and 2017, respectively. The amount of unearned compensation, net of estimated forfeitures, was
$36 million as of December 31, 2018, which is expected to be recognized as expense over a weighted average period
of 3.3 years. Unearned compensation is amortized to expense over the appropriate vesting period.

Compensation expense related to the restricted shares, net of estimated forfeitures, was $6 million, $10 million
and $16 million for the years ended December 31, 2018, 2017 and 2016, respectively. There was no tax charge
related to the restricted share awards during 2018 and 2017 after consideration of the Company’s valuation
allowance. The tax charge related to the restricted share awards during 2016 was $1 million.

A summary of the Company’s restricted shares outstanding as of December 31, 2018, 2017 and 2016, and
changes during the years ended on those dates, is presented in the following table:

Restricted Share Activity

2018

2017

2016

Number of
Shares

Weighted
Average Price
Per Share

Number of
Shares

Weighted
Average Price
Per Share

Number of
Shares

Weighted
Average Price
Per Share

Outstanding at beginning of

year
Granted
Vested
Forfeited

2,392,978 $
3,668,801
(267,163)
(750,000)

9.6142
9.9711

3,916,661 $
708,529
10.0705 (1,051,657)
9.9576 (1,180,555)

9.3553 4,727,319 $
9.3740
9.9732
8.2912

756,381
(917,039)
(650,000)

9.9302
8.2722
13.6196
6.2601

Outstanding at end of year

5,044,616 $

9.7986

2,392,978 $

9.6142 3,916,661 $

9.3553

Stock Options

The Company determines the fair value for stock option awards at the date of grant and is estimated using the
Black-Scholes option pricing model. This model was developed for use in estimating the fair value of traded
options that have no vesting restrictions, are fully transferable, and contain both service and some performance
conditions. In addition, option valuation models require the input of highly subjective assumptions including the
expected stock price volatility.

During 2018, 2017 and 2016, there were no stock option awards granted. The Company did not expense deferred
tax assets during 2018 and 2017 after consideration of the Company’s valuation allowance. During 2016, the
Company expensed deferred tax assets of $1 million related to the stock option awards as a charge through the
statements of operations. As of December 31, 2018, there was no remaining unrecognized compensation cost
and all stock options had vested.

There were no stock options outstanding as of December 31, 2018. A summary of the Company’s stock options
activity as of December 31, 2017 and 2016, and changes during the years ended on those dates, is presented in
the following tables:

Options

Outstanding at beginning of year
Exercised
Expired or forfeited
Outstanding at end of year

Exercisable at end of year

2017

2016

Number of
Shares

Weighted
Average Price
Per Share

Number of
Shares

Weighted
Average Price
Per Share

237,800 $

14.6689

2,325,300 $

5.0500 (2,050,000)
(37,500)
237,800 $

65.5624
—

6.3703
4.4722
57.5100
14.6689

—

237,800 $

14.6689

(200,000)
(37,800)

— $

137

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 16: Long-term Incentive Plans (continued)

Performance Based Awards

During 2018 and 2017, the Company granted 247,286 and 65,287 restricted shares to certain key employees
which have a vesting schedule dependent on the achievement of certain stock price targets of the Company.
During 2017, the Company granted 127,001 restricted shares to certain key employees which have a vesting
schedule dependent on the achievement of certain internal performance conditions of the Company. The grants
and corresponding compensation expense have been included in the above restricted stock disclosures. As
permitted by the accounting guidance for share-based payments, the Company estimates the fair value of awards
that contain market performance conditions at the date of grant using a binomial lattice model with a Monte Carlo
simulation and recognizes compensation cost over the requisite service period. The binomial lattice model can
better incorporate assumptions about a stock price path because the model can accommodate a large number of
potential stock prices over the award’s term in comparison to the Black-Scholes model. The Company estimates
the fair value of awards that contain internal performance conditions at the date of grant and recognizes
compensation cost over the requisite service period if it is probable that the internal performance conditions will
be achieved. The Company reassesses the probability of vesting at each reporting period and the final
compensation cost associated with awards dependent on the achievement of certain internal performance
conditions will reflect only those awards that ultimately vest.

Note 17: Earnings Per Share

Earnings per share is calculated using the two-class method in which earnings are allocated to common stock and
participating securities based on their rights to receive nonforfeitable dividends or dividend equivalents. The
Company grants restricted stock and restricted stock units to certain employees and non-employee directors in
accordance with the Company’s long-term incentive programs, which entitle the participants to receive
nonforfeitable dividends or dividend equivalents during the vesting period on the same basis as those dividends
are paid to common shareholders. These unvested stock awards represent participating securities. During
periods of net income, the calculation of earnings per share exclude the income attributable to participating
securities in the numerator and the dilutive impact of these securities from the denominator. During periods of net
loss, no effect is given to participating securities in the numerator and the denominator excludes the dilutive
impact of these securities since they do not share in the losses of the Company.

Basic earnings per share excludes dilution and is computed by dividing net income available to common
shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings
per share reflects the dilutive effect of all stock options, warrants and unvested restricted stock outstanding during
the period that could potentially result in the issuance of common stock. The dilution from stock options, warrants
and unvested restricted stock are calculated by applying the two-class method and using the treasury stock
method. The treasury stock method assumes the proceeds from the exercise of stock options and warrants or the
unrecognized compensation expense from unvested restricted stock will be used to purchase shares of the
Company’s common stock at the average market price during the period. If the potentially dilutive securities
disclosed in the table below are either exercised or vested, the transaction would be net share settled resulting in
a significantly lower impact to the outstanding share balance. During periods of net loss, stock options, warrants
and unvested restricted stock are excluded from the calculation because they would have an antidilutive affect.
Therefore, in periods of net loss, the calculation of basic and diluted earnings per share would result in the same
value.

138

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 17: Earnings Per Share (continued)

The following table presents the computation of basic and diluted earnings per share for the years ended
December 31, 2018, 2017 and 2016:

In millions except per share amounts

Basic earnings per share:

Net income (loss) available to common shareholders
Basic weighted average shares (1)

Net income (loss) per basic common share

Diluted earnings per share:

Net income (loss) available to common shareholders
Diluted weighted average shares

Net income (loss) per diluted common share

Potentially dilutive securities excluded from the diluted EPS because of

antidilutive affect

Years Ended December 31,

2018

2017

2016

(296)
89.0

(1,605)
118.9

(338)
133.0

$(3.33) $(13.50) $(2.54)

(296)
89.0

(1,605)
118.9

(338)
133.0

$(3.33) $(13.50) $(2.54)

4.4

14.1

16.5

(1) Includes 0.8 million, 0.3 million and 0.9 million of participating securities that met the service condition and were eligible to receive
nonforfeitable dividends or dividend equivalents for the years ended December 31, 2018, 2017 and 2016, respectively.

Note 18: Common and Preferred Stock

Common Stock

Share Repurchases

Repurchases of common stock may be made from time to time in the open market or in private transactions as
permitted by securities laws and other legal requirements. The Company believes that share repurchases can be
an appropriate deployment of capital in excess of amounts needed to support the Company’s liquidity while
maintaining the claims-paying resources of MBIA Corp. and National, as well as other business needs.

On February 23, 2016, the Company’s Board of Directors authorized the repurchase by the Company or National
of up to $100 million of its outstanding shares under a new share repurchase authorization. On June 27, 2017, the
Company’s Board of Directors approved a new share repurchase authorization for the Company or National to
repurchase up to $250 million of the Company’s outstanding common shares. This new program replaced
approximately $13 million remaining under the Board’s February 23, 2016 authorization. During 2017, the
Company exhausted any remaining capacity under the June 27, 2017 authorization. On November 3, 2017, the
Company’s Board of Directors approved a new share repurchase authorization for the Company or National to
repurchase up to $250 million of the Company’s outstanding common shares.

The following table provides information about the Company’s or National’s share repurchases for the years
ended December 31, 2018 and 2017:

In millions, except per share amounts

Number of shares repurchased
Average price paid per share
Remaining authorization as of December 31

2018

2017

5.8
$8.21
$ 202

43.0
$7.55
$ 250

Subsequent to December 31, 2018 through February 21, 2019, the Company repurchased .5 million common
shares of MBIA Inc. at an average share price of $8.94 under the November 3, 2017 share repurchase
authorization. As of February 21, 2019, $198 million remained available under this new program.

During 2018 and 2017, 62,134 and 490,557 shares, respectively, were purchased by the Company for settling
awards under the Company’s long-term incentive plans.

139

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 18: Common and Preferred Stock (continued)

Stock Warrants

In April and June of 2018, the holder of certain MBIA Inc. warrants exercised its right to purchase, in total, 11.85 million
shares of MBIA Inc. common stock at an exercise price of $9.59 per share. As a result, the Company issued a total of
1.3 million shares of MBIA Inc. common stock to the holder in accordance with the cashless settlement provision of the
warrants. As of December 31, 2018, there were no warrants outstanding. As of December 31, 2017, the fair value of
the warrants was $6 million and reported within “Other liabilities” on the consolidated balance sheet.

Preferred Stock

As of December 31, 2018, MBIA Insurance Corporation had 2,759 shares of preferred stock issued and
outstanding with a carrying value of $28 million, including 1,444 shares held by MBIA Inc. that were purchased at
a weighted average price of $10,900 per share or 10.9% of face value and 1,315 shares held by unaffiliated
investors. During 2018, MBIA Inc. did not repurchase any additional shares.

In accordance with MBIA’s fixed-rate election, the dividend rate on the preferred stock was determined using a fixed-
rate equivalent of LIBOR plus 200 basis points. Each share of preferred stock has a par value of $1,000 with a
liquidation preference of $100,000. The holders of the preferred stock are generally not entitled to any voting rights.
Subject to certain requirements, the preferred stock may be redeemed, in whole or in part, at the option of MBIA
Corp. at any time or from time to time for cash at a redemption price equal to the liquidation preference per share
plus any accrued and unpaid dividends thereon at the date of redemption for the then current dividend period and
any previously accumulated dividends payable without interest on such unpaid dividends. As of December 31, 2018
and 2017, there were no dividends declared on the preferred stock. Payment of dividends on MBIA Corp.’s preferred
stock is subject to the same restrictions that apply to dividends on common stock under NYIL.

Note 19: Accumulated Other Comprehensive Income

The following table presents the changes in the components of AOCI for the years ended December 31, 2018,
2017 and 2016:

In millions

Unrealized
Gains (Losses)
on AFS
Securities, Net

Foreign Currency
Translation, Net

Instrument-Specific
Credit Risk of
Liabilities Measured
at Fair Value, Net

Total

Balance, January 1, 2016

(22) $

(39) $

— $ (61)

Other comprehensive income (loss) before

reclassifications

Amounts reclassified from AOCI

Net period other comprehensive income (loss)
Balance, December 31, 2016

Other comprehensive income (loss) before

reclassifications

Amounts reclassified from AOCI

Net period other comprehensive income (loss)
Balance, December 31, 2017

ASU 2016-01 transition adjustment
ASU 2018-02 transition adjustment
Net period other comprehensive income (loss)

Balance, December 31, 2018

27
1

28
6

(24)
8

(16)
(10) $

(2)
(3)
(24)

(95)
—

(95)
(134)

125
—

125
(9) $

—
—
2

(39) $

(7) $

— (68)
1
—

— (67)
— (128)

—
—

101(1)
8

—
109
— $ (19)

(162)
—
52

(164)
(3)
30

(110) $(156)

(1)—Includes items included in the Company’s loss calculation to adjust the carrying value of MBIA UK to its fair value less costs to sell for the
year ended December 31, 2016. The sale was completed in January of 2017 and as such, these amounts included in AOCI were reversed and
included in the Sale Transaction.

140

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 19: Accumulated Other Comprehensive Income (continued)

The following table presents the details of the reclassifications from AOCI for the years ended December 31,
2018, 2017 and 2016:

In millions

Amounts Reclassified
from AOCI Years
Ended December 31,

Details about AOCI Components

2018

2017

2016

Affected Line Item on the Consolidated
Statements of Operations

Unrealized gains (losses) on

AFS securities:
Realized gain (loss) on sale of

securities

OTTI
Amortization on securities

$ 6
(5)
(1)

—
—

$ 3
(7)
(5)

(9)
(1)

$ 7
(4)
(6)

(3)
(2)

Net gains (losses) on financial instruments at fair
value and foreign exchange
Net investment losses related to OTTI
Net investment income

Income (loss) before income taxes
Provision (benefit) for income taxes

Total reclassifications for the

Net income (loss)

period

$—

$(8)

$(1)

Note 20: Commitments and Contingencies

MBIA has received subpoenas or informal inquiries from a variety of regulators, regarding a variety of subjects.
MBIA has cooperated fully with each of these regulators and has or is in the process of satisfying all such
requests. MBIA may receive additional inquiries from these or other regulators and expects to provide additional
information to such regulators regarding their inquiries in the future.

Litigation

MBIA Insurance Corp. v. Credit Suisse Securities (USA) LLC, et al.; Index No. 603751/2009 (N.Y. Sup. Ct., N.Y.
County)

On December 14, 2009, MBIA Corp. commenced an action in New York State Supreme Court, New York County,
against Credit Suisse. The complaint seeks damages for claims in connection with the procurement of financial
guarantee insurance on the Home Equity Mortgage Trust Series 2007-2 securitization. On January 30, 2013,
MBIA Corp. filed an amended complaint. MBIA’s claims currently include that Credit Suisse falsely represented:
(i) the attributes of the securitized loans; (ii) that the loans complied with the governing underwriting guidelines;
and (iii) that Credit Suisse had conducted extensive due diligence on and quality control reviews of the securitized
loans to ensure compliance with the underwriting guidelines and breached its contractual obligations to cure or
repurchase loans found to be in breach of the representations and warranties applicable thereto. In May of 2018,
Justice Kornreich, who had presided over the above-captioned case since its inception, retired from the bench.
On May 25, 2018, Justice Schecter was assigned to be the new presiding justice. A pretrial conference was held
on February 7, 2019, the Court scheduled a two-week trial to begin on July 22, 2019.

Lynn Tilton and Patriarch Partners XV, LLC v. MBIA Inc. and MBIA Insurance Corp. v.; Index
No.68880/2015 (N.Y. Sup. Ct., County of Westchester)

On November 2, 2015, Lynn Tilton and Patriarch Partners XV, LLC filed a complaint in New York State Supreme
Court, Westchester County, against MBIA Inc. and MBIA Corp., alleging fraudulent inducement and related claims
arising from purported promises made in connection with insurance policies issued by MBIA Corp. on certain
collateralized loan obligations managed by Ms. Tilton and affiliated Patriarch entities, and seeking damages. The
plaintiffs filed an amended complaint on January 15, 2016. On March 11, 2018, Ms. Tilton commenced the Zohar
Funds Bankruptcy Cases. On May 21, 2018, the court approved the Zohar Bankruptcy Settlement. Subsequently,
the parties to the above-captioned litigation jointly filed a request to stay the case for, at minimum, fifteen months,
which was granted by Justice Walsh on June 11, 2018.

141

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 20: Commitments and Contingencies (continued)

Assured Guaranty Corp. et al. v. Commonwealth of Puerto Rico et al., Case No. 17 BK 3567-LTS (D.P.R. June 3,
2017) (Swain, J.)

On May 21, 2017, the Oversight Board filed a petition under Title III of PROMESA to adjust the debts for the
Puerto Rico Highways & Transportation Authority (“PRHTA”). On June 3, 2017, National, together with Assured
Guaranty Corp. and Assured Guaranty Municipal Corp. and Financial Guaranty Insurance Company, filed an
adversary complaint PRHTA Title III case, alleging that the Commonwealth and PRHTA are unlawfully diverting
pledged special revenues from the payment of certain PRHTA bonds to the Commonwealth’s General Fund.
Motions to dismiss were filed on June 28, 2017, and oral arguments were heard on November 21, 2017. On
January 30, 2018, the court granted the Commonwealth defendants’ motion to dismiss the PRHTA-related
adversary complaint. On February 9, 2018, National, together with Assured, Assured Guaranty Municipal Corp.
and Financial Guaranty Insurance Company, filed their notice of appeal of the motions to dismiss to the United
States Court of Appeals for the First Circuit. Appellants filed their opening brief on May 9, 2018, and Appellees
filed their opposition brief on July 9, 2018. Appellants’ reply brief was filed on August 8, 2018. Oral argument was
held on November 5, 2018.

The Financial Oversight and Management Board for Puerto Rico, as representative of The Puerto Rico Electric
Power Authority, et al., Case No. 17 BK 4780-LTS (D.P.R. July 19, 2017) (Swain, J.)

On July 18, 2017, National, together with other PREPA bondholders, asked the court overseeing PREPA’s Title III
bankruptcy proceeding to lift the automatic bankruptcy stay, and permit bondholders to seek appointment of a
receiver to oversee PREPA. On September 14, 2017, the court held that PROMESA barred relief from the stay
because the appointment of a receiver would (i) interfere with PREPA’s property and governmental powers, and
(ii) violate the court’s exclusive jurisdiction over PREPA’s property. The court also held that a comparison of the
harms facing both parties pointed towards denying relief from the stay. The bondholders appealed the decision to
the First Circuit. As of April 23, 2018, the appeal was fully briefed. The First Circuit heard oral argument on
June 5, 2018. On August 8, 2018, the United State Court of Appeals for the First Circuit issued an order reversing
Judge Swain’s decision on jurisdictional grounds and remanding the motion. On October 3, 2018, National,
together with Assured Guaranty Corp., Assured Guaranty Municipal Corp., and Syncora Guarantee Inc.
(collectively, “Movants”) filed an updated motion for relief from the automatic stay to allow Movants to exercise
their statutory right to have a receiver appointed at PREPA. Discovery in connection with Movants’ motion is
ongoing. The Court is scheduled to hold a hearing on the stay motion on May 8, 2019, and will continue the
hearing to May 9, 2019, if necessary.

142

MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 20: Commitments and Contingencies (continued)

The Official Committee of Unsecured Creditors of the Commonwealth of Puerto Rico, as agent of the
Commonwealth of Puerto Rico v. Bettina Whyte, as agent of the Puerto Rico Sales Tax Financing Corporation,
Adv. Proc. No. 17-257-LTS in Case No. 17 BK 3283-LTS (D.P.R. Sept. 8, 2017)

On August 10, 2017, the Court approved and entered a Stipulation and Order Approving Procedure to Resolve
Commonwealth-COFINA Dispute in the PROMESA Title III proceeding relating to whether sales and use taxes
purportedly pledged by COFINA to secure debt are property of the Commonwealth or COFINA under applicable law.
On November 16, 2017, National intervened as a Defendant in the adversary proceeding and filed its answer,
affirmative defenses, and counterclaims. On December 21, 2017, the Court issued an order, which, inter alia,
dismissed without prejudice, certain claims of the intervenors that exceeded the scope of the Commonwealth-COFINA
dispute including certain of National’s counterclaims. On June 5, 2018, the Commonwealth and COFINA Agents
submitted a Joint Urgent Motion, which disclosed their agreement in principle to settle the Commonwealth-COFINA
Dispute and related issues under the Agents’ mediation authority. Under the proposed settlement terms, COFINA and
the Commonwealth would agree to share the statutory Pledged Sales Tax Base Amount. COFINA would receive (a)
53.65% of the yearly scheduled Pledged Sales Tax Base Amount (beginning with payments made on July 1, 2018),
and (b) 100% of the funds on deposit prior to July 1, 2018 in the debt service accounts held by the Bank of New York
Mellon. COFINA’s Title III plan of adjustment would provide that, to the extent permitted under applicable law, all
restructured securities issued by reorganized COFINA (or a new entity established pursuant to COFINA’s Title III plan
of adjustment) would be tax-exempt. The Title III Court held a hearing to approve the settlement agreement, as
amended by the parties, and confirm a plan of adjustment in the COFINA case incorporating the settlement on
January 16 and 17, 2019 (the “Confirmation Hearing”). The Court took confirmation of the plan of adjustment and
approval of the Commonwealth/COFINA settlement under advisement and directed the parties to submit
supplementation by January 21, 2019 in support of the relief sought at the Confirmation Hearing and supplemental
briefing by January 24, 2019 supporting the authority of the court to determine the substantive validity of the new
COFINA bond legislation and resolve constitutional challenges to the COFINA structure, among other things. On
February 4, 2019, the District Court for the District of Puerto Rico entered the order confirming the Third Amended
Title III Plan of Adjustment for COFINA. The Plan effective date was February 12, 2019.

For those aforementioned actions in which it is a defendant, the Company is defending against those actions and
expects ultimately to prevail on the merits. There is no assurance, however, that the Company will prevail in these
actions. Adverse rulings in these actions could have a material adverse effect on the Company’s ability to
implement its strategy and on its business, results of operations, cash flows and financial condition. At this stage
of the litigation, there has not been a determination as to the amount, if any, of damages. Accordingly, the
Company is not able to estimate any amount of loss or range of loss. The Company similarly can provide no
assurance that it will be successful in those actions in which it is a plaintiff.

There are no other material lawsuits pending or, to the knowledge of the Company, threatened, to which the
Company or any of its subsidiaries is a party.

Lease Commitments

The Company has a lease agreement for its headquarters in Purchase, New York as well as other immaterial
leases for offices in New York, New York and San Francisco, California. The Purchase, New York initial lease
term expires in 2030 with the option to terminate the lease in 2025 upon the payment of a termination amount.
This lease agreement included an incentive amount to fund certain leasehold improvements, renewal options,
escalation clauses and a free rent period. This lease agreement has been classified as an operating lease, and
operating rent expense has been recognized on a straight-line basis since the second quarter of 2014. As of
December 31, 2018, total future minimum lease payments remaining on this lease were $34 million.

Note 21: Subsequent Events

Refer to “Note 20: Commitments and Contingencies” for information about legal proceedings that occurred after
December 31, 2018.

143

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Form 10-K, an evaluation of the effectiveness of the design and
operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) was performed under the supervision and with the
participation of the Company’s senior management, including the Chief Executive Officer and the Chief Financial
Officer. Based on that evaluation, the Company’s Chief Executive Officer and the Chief Financial Officer have
concluded that the Company’s disclosure controls and procedures were not effective because of a material
weakness in internal control over financial reporting related to the process used to estimate its loss reserves and
recoveries for residential mortgage-backed securities (“RMBS”) insured by MBIA Insurance Corporation.
Management did not identify a material misstatement within its consolidated financial statements in this or any
prior filed Annual Report on Form 10-K or quarterly report on Form 10-Q as a result of the material weakness.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis.

Changes in Internal Control over Financial Reporting

As required by Rule 13a-15(d) under the Exchange Act, the Company’s management, including its Chief
Executive Officer and Chief Financial Officer, has evaluated the Company’s internal control over financial
reporting to determine whether any changes occurred during the fourth fiscal quarter covered by this annual
report that have materially affected or are reasonably likely to materially affect, our internal control over financial
reporting. Based on that evaluation, there has been no such change during the fourth fiscal quarter of 2018.

Management’s Report on Internal Control over Financial Reporting

Management of MBIA Inc. and its subsidiaries is responsible for establishing and maintaining adequate internal
control over financial reporting. The Company’s internal control over financial reporting is a process designed
under the supervision of the Company’s principal executive and principal financial officers to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States of America.

MBIA’s internal control over financial reporting includes policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of
assets; (2) provide reasonable assurances that transactions are recorded as necessary to permit preparation of
financial statements in accordance with accounting principles generally accepted in the United States of America,
and that receipts and expenditures are being made only in accordance with authorizations of management and
the directors of the Company; and, (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the
Company’s financial statements.

Management has assessed the effectiveness of MBIA Inc.’s internal control over financial reporting as of
December 31, 2018. In making its assessment, management conducted an assessment of the effectiveness of
the Company’s internal control over financial reporting based on the framework established in Internal Control—
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Based on this assessment and those criteria, management has determined that the Company’s internal
control over financial reporting as of December 31, 2018 was not effective as described below.

144

Item 9A. Controls and Procedures (continued)

In connection with Management’s review of internal control over financial reporting as of December 31, 2018, it
concluded that it did not design and maintain controls at a sufficient level of precision to verify the reliability of
data, the reasonableness of assumptions and the accuracy of calculations used in its RMBS loss reserve and
recovery models. This control deficiency did not result in a material misstatement of the Company’s interim or
annual consolidated financial statements or related financial disclosures. This control deficiency also did not
include issues related to the integrity of the source data used for loss reserve analysis, but rather related to the
controls over the accuracy and completeness of the data as it was used within the processing of the RMBS
models. However, this control deficiency could have resulted in a misstatement of its RMBS loss and loss
adjustment expense reserves, insurance loss recoverable, loss and loss adjustment expenses and related
financial disclosures, which would have resulted in a material misstatement of the annual or interim consolidated
financial statements that would not have been prevented or detected. Accordingly, Management has concluded
that this control deficiency constitutes a material weakness.

The Company’s internal control over financial reporting as of December 31, 2018 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is
included in Item 8, “Financial Statements and Supplementary Data.” As mentioned above, Management did not
identify a material misstatement within its consolidated financial statements in this or any prior filed Annual Report
on Form 10-K or quarterly report on Form 10-Q as a result of the material weakness. The Company’s
independent auditor has issued an unqualified opinion on the financial statements included in this Form 10-K.

Remediation Steps to Address the Material Weakness

The Company has commenced its remediation plan with the goal of remediating this material weakness as soon
as possible, subject to the conclusion by Management that the enhanced internal control over financial reporting
is operating effectively following appropriate testing, although the Company cannot estimate when the remediation
will be completed. Specifically, management plans to identify and document key controls over data, assumptions
and calculations used in the Company’s RMBS loss reserving and recovery models and modify existing controls
as necessary to ensure they operate at a sufficient level of precision.

During the remediation of the above material weakness, the Company may decide to modify other internal
controls to further strengthen its overall internal control environment.

Item 9B. Other Information

None.

145

Part III

Item 10. Directors, Executive Officers and Corporate Governance

Information regarding directors will be set forth under “Proposals for Shareholder Approval Recommended by the
Board—Proposal 1: Election of Directors” and “Board of Directors Corporate Governance—The Board of
Directors and its Committees” in the Company’s Proxy Statement to be filed within 120 days of the end of our
fiscal year ended December 31, 2018 (the “Proxy Statement”) and is incorporated by reference.

Information regarding executive officers is set forth under Part I, Item 1, “Business—Executive Officers of the
Registrant,” included in this annual report.

Information regarding Section 16(a) beneficial ownership reporting compliance will be set forth in the section
“Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement and is incorporated by
reference.

Information regarding the Company’s Audit Committee will be set forth under “Board of Directors Corporate
Governance—The Board of Directors and its Committees” in the Proxy Statement and is incorporated by reference.

The Company has adopted a code of ethics that applies to all employees of the Company including its Chief
Executive Officer, Chief Financial Officer and its controller. A copy of such code of ethics can be found on the
Company’s internet website at www.mbia.com. The Company intends to satisfy the disclosure requirements
under Item 10 of Form 8-K regarding an amendment to, or waiver from, a provision of its code of ethics and that
relates to a substantive amendment or material departure from a provision of the Code by posting such
information on its internet website at www.mbia.com.

Item 11. Executive Compensation

Information regarding compensation of the Company’s directors and executive officers will be set forth under
“Board of Directors Corporate Governance—The Board of Directors and its Committees,” “Compensation and
Governance Committee Report,” “Compensation Discussion and Analysis” and “Executive Compensation Tables”
in the Proxy Statement and is incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters

Information regarding security ownership of certain beneficial owners and management will be set forth under
“Security Ownership of Certain Beneficial Owners” and “Security Ownership of Directors and Executive Officers”
in the Proxy Statement and is incorporated by reference.

The following table provides information as of December 31, 2018, regarding securities authorized for issuance
under our equity compensation plans. All outstanding awards relate to our common stock. For additional
information about our equity compensation plans refer to “Note 16: Long-term Incentive Plans” in the Notes to
Consolidated Financial Statements included in this Annual Report on Form 10-K.

Plan category

Equity compensation plans approved

by security holders

Equity compensation plans not
approved by security holders

Total

(a)

(b)

(c)

Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights (1)

Weighted average
exercise price of
outstanding options,
warrants and rights

Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
column (a))(2)

163,292 $

—

163,292 $

13.19

—

13.19

2,633,754

—

2,633,754

(1)—Represents phantom shares granted under the Deferred Compensation and Stock Ownership Plan for Non-Employee Directors.
(2)—Includes 2,471,234 shares of common stock available for future grants under the MBIA Inc. 2005 Omnibus Incentive Plan and 162,520
shares of common stock available for future grants under the Deferred Compensation and Stock Ownership Plan for Non-Employee Directors.

146

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information regarding certain relationships and related transactions will be set forth under “Certain Relationships
and Related Transactions” in the Proxy Statement and is incorporated by reference. Information regarding
director independence will be set forth under “Proposals for Shareholder Approval Recommended by the Board—
Proposal 1: Election of Directors—Director Independence” in the Proxy Statement and is incorporated by
reference.

Item 14. Principal Accounting Fees and Services

Information regarding principal accounting fees and services will be set forth under “Principal Accountant Fees
and Services” in the Proxy Statement and is incorporated by reference.

147

Item 15. Exhibits, Financial Statement Schedules

(a) Financial Statements and Financial Statement Schedules and Exhibits

Part IV

1. Financial Statements

The following financial statements of MBIA Inc. have been included in Part II, Item 8 hereof:

Report of Independent Registered Public Accounting Firm.

Consolidated balance sheets as of December 31, 2018 and 2017.

Consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016.

Consolidated statements of comprehensive income (loss) for the years ended December 31, 2018, 2017
and 2016.

Consolidated statements of changes in shareholders’ equity for the years ended December 31, 2018,
2017 and 2016.

Consolidated statements of cash flows for the years ended December 31, 2018, 2017 and 2016.

Notes to consolidated financial statements.

2. Financial Statement Schedules

The following financial statement schedules are filed as part of this report.

Schedule

Title

I.
II.

Summary of investments, other than investments in related parties, as of December 31, 2018.
Condensed financial information of Registrant:

Condensed balance sheets as of December 31, 2018 and 2017.
Condensed statements of operations for the years ended December 31, 2018, 2017 and 2016.
Condensed statements of cash flows for the years ended December 31, 2018, 2017 and 2016.
Notes to condensed financial statements.

IV.

Reinsurance for the years ended December 31, 2018, 2017 and 2016.

The report of the Registrant’s Independent Registered Public Accounting Firm with respect to the above listed
financial statement schedules is included within the report listed under Item 15.1 above.

All other schedules are omitted because they are not applicable or the required information is shown in the
consolidated financial statements or notes thereto.

3. Exhibits

An exhibit index immediately preceding the Exhibits indicates the exhibit number where each exhibit filed as part
of this report can be found.

(Note Regarding Reliance on Statements in Our Contracts: In reviewing the agreements included as exhibits
to this Annual Report on Form 10-K, please remember that they are included to provide you with information
regarding their terms and are not intended to provide any other factual or disclosure information about MBIA Inc.,
its subsidiaries or the other parties to the agreements. The agreements contain representations and warranties by
each of the parties to the applicable agreement. These representations and warranties have been made solely for
the benefit of the other parties to the applicable agreement and (i) should not in all instances be treated as
categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements
prove to be inaccurate; (ii) have been qualified by disclosures that were made to the other party in connection with
the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
(iii) may apply standards of materiality in a way that is different from what may be viewed as material to investors;
and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be
specified in the agreement and are subject to more recent developments. Accordingly, these representations and
warranties may not describe the actual state of affairs as of the date they were made or at any other time.)

148

Item 15. Exhibits, Financial Statement Schedules (continued)

3. Articles of Incorporation and By-Laws.

3.1. Amended and Restated Certificate of Incorporation, dated May 5, 2005, incorporated by reference to
Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005.

3.2. By-Laws as Amended as of February 12, 2019.

4. Instruments Defining the Rights of Security Holders, including Indentures.

4.1. Indenture, dated as of August 1, 1990, between MBIA Inc. and The First National Bank of Chicago, Trustee,
incorporated by reference to Exhibit 10.72 to the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 1992 as amended by the First Supplemental Indenture, dated as of August 22, 2002,
between MBIA Inc. and Bank One Trust Company, N.A., as Trustee, in connection with the $300,000,000 6.4%
senior notes due 2022, incorporated by reference to the Exhibit 4.04 to the Company’s Current Report on Form
8-K filed on August 22, 2002, and the Second Supplemental Indenture, dated as of November 21, 2012, between
MBIA Inc. and The Bank of New York Mellon, as Trustee, incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K filed on November 26, 2012.

4.2. Senior Indenture, dated as of November 24, 2004, between MBIA Inc. and The Bank of New York, as
Trustee, incorporated by reference to Exhibit 4.01 to the Company’s Current Report on Form 8-K filed on
November 29, 2004 as amended by the First Supplemental Indenture, dated as of November 24, 2004, between
MBIA Inc. and The Bank of New York, as Trustee, in connection with the $350,000,000 5.70% senior notes due
2034, incorporated by reference to Exhibit 4.02 to the Company’s Current Report on Form 8-K filed on
November 29, 2004 as amended by the Second Supplemental Indenture, dated as of November 21, 2012,
between MBIA Inc. and The Bank of New York Mellon, as Trustee, incorporated by reference to Exhibit 4.2 to the
Company’s Current Report on Form 8-K filed on November 26, 2012.

4.3. Fiscal Agency Agreement, dated as of January 16, 2008, between MBIA Insurance Corporation and The
Bank of New York, incorporated by reference to Exhibit 4.01 to the Company’s Current Report on Form 8-K filed
on January 17, 2008.

4.4. Form of MBIA Corp. 14% Fixed-to-Floating Rate Global Note due January 15, 2033, incorporated by
reference to Exhibit 4.02 to the Company’s Current Report on Form 8-K filed on January 17, 2008.

4.5. Senior Note Indenture, dated as of January 10, 2017, between MZ Funding LLC and Wilmington Savings
Fund Society, FSB, as Trustee and Collateral Agent, incorporated by reference to Exhibit 99.1 to the Company’s
Current Report on Form 8-K filed on January 10, 2017.

4.6. Form of MZ Funding LLC $328,250,000 14% Senior Secured Note due January 20, 2020, incorporated by
reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on January 10, 2017.

4.7. Subordinated Note Indenture, dated as of January 10, 2017, between MZ Funding LLC and Wilmington
Savings Fund Society, FSB, as Trustee and Collateral Agent, incorporated by reference to Exhibit 99.3 to the
Company’s Current Report on Form 8-K filed on January 10, 2017.

4.8. Form of MZ Funding LLC $88,000,000 14% Senior Secured Note due January 20, 2020, incorporated by
reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K filed on January 10, 2017.

4.9. Credit Agreement dated as of January 10, 2017 between MBIA Insurance Corp. and MZ Funding LLC,
incorporated by reference to Exhibit 99.5 to the Company’s Current Report on Form 8-K filed on January 10,
2017.

4.10. Security Agreement dated as of January 10, 2017 between MBIA Insurance Corp. as Grantor and MZ
Funding LLC as Secured Party, incorporated by reference to Exhibit 99.6 to the Company’s Current Report on
Form 8-K filed on January 10, 2017.

149

Item 15. Exhibits, Financial Statement Schedules (continued)

4.11. Security Agreement dated as of January 10, 2017 between MZ Funding LLC as Grantor and Wilmington
Savings Fund Society, FSB as Collateral Agent under the Senior Note Indenture referenced herein as Exhibit 4.8
and incorporated by reference to Exhibit 99.7 to the Company’s Current Report on Form 8-K filed on January 10,
2017.

4.12. Security Agreement dated as of January 10, 2017 between MZ Funding LLC as Grantor and Wilmington
Savings Fund Society, FSB as Collateral Agent under the Subordinated Note Indenture referenced herein as
Exhibit 4.9 and incorporated by reference to Exhibit 99.8 to the Company’s Current Report on Form 8-K filed on
January 10, 2017.

4.13. Pledge Agreement dated as of January 10, 2017 between MBIA Inc. as Pledgor and Wilmington Savings
Fund Society, FSB as Collateral Agent under the Subordinated Note Indenture referenced herein as Exhibit 4.7
and incorporated by reference to Exhibit 99.9 to the Company’s Current Report on Form 8-K filed on January 10,
2017.

4.14. Intercreditor Agreement dated as of January 10, 2017 amongst Wilmington Savings Fund Society, FSB as
Trustee MZ Funding LLC and MBIA Insurance Corp. as Insurer, incorporated by reference to Exhibit 99.10 to the
Company’s Current Report on Form 8-K filed on January 10, 2017.

10. Material Contracts

Executive Compensation Plans and Arrangements

The following Exhibits identify all existing executive compensation plans and arrangements:

10.1. MBIA Inc. Annual Incentive Plan, effective January 1, 2016, incorporated by reference to Exhibit A to the
Company’s Proxy Statement filed on March 24, 2015.

10.2. MBIA Inc. 2005 Omnibus Incentive Plan, as amended through March, 2012, incorporated by reference to
Exhibit A to the Company’s Proxy Statement filed on March 19, 2012, as amended by the Amendment thereto,
effective as of May 2, 2013.

10.3. Key Employee Employment Protection Plan, amended as of February 27, 2007, incorporated by reference
to Exhibit 10.80 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as
further amended by Amendment No. 2, effective February 22, 2010, incorporated by reference to Exhibit 10.13 to
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

10.4. Form of Key Employee Employment Protection Agreement, amended as of February 27, 2007, incorporated
by reference to Exhibit 10.81 to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2007.

10.5. MBIA Inc. 2005 Non-Employee Director Deferred Compensation Plan (as amended through February 2014),
incorporated by reference to Exhibit 10.1 to the Company’s Form S-8 filed on March 5, 2014
(Reg. No. 333-194335).

10.6. Amended and Restated MBIA Inc. Deferred Compensation and Excess Benefit Plan, effective as of
March 22, 2010, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2010.

10.7. Restricted Stock Agreement, dated as of November 8, 2018, between MBIA Inc. and Daniel M. Avitabile.

10.8. Restricted Stock Agreement, dated as of November 8, 2018, between MBIA Inc. and Adam T. Bergonzi.

10.9. Restricted Stock Agreement, dated as of November 8, 2018, between MBIA Inc. and William C. Fallon.

150

Item 15. Exhibits, Financial Statement Schedules (continued)

10.10. Restricted Stock Agreement, dated as of November 8, 2018, between MBIA Inc. and Jonathan C. Harris.

10.11. Restricted Stock Agreement, dated as of November 8, 2018, between MBIA Inc. and Anthony McKiernan.

10.12. Restricted Stock Agreement, dated as of November 8, 2018, between MBIA Inc. and
Christopher H. Young.

21. List of Subsidiaries.

23. Consent of PricewaterhouseCoopers LLP.

31.1. Chief Executive Officer—Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2. Chief Financial Officer—Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1. Chief Executive Officer—Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

32.2. Chief Financial Officer—Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

99.1. Quota Share Reinsurance Agreement between MBIA Insurance Corporation and MBIA Insurance Corp. of
Illinois dated February 17, 2009, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on
Form 8-K filed on February 20, 2009.

99.2. Novation Agreement, dated as of September 14, 2012, between Financial Guaranty Insurance Company
and National Public Finance Guarantee Corporation, incorporated by reference to Exhibit 99.3 to the Company’s
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013.

99.3. Amended and Restated Tax Sharing Agreement, dated as of September 8, 2011, between MBIA Inc. and
certain of its subsidiaries, incorporated by reference to Exhibit 99.3 to the Company’s Annual Report on Form
10-K for the year ended December 31, 2014.

101. Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of
December 31, 2018 and 2017; (ii) Consolidated Statements of Operations for the years ended December 31,
2018, 2017 and 2016; (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended
December 31, 2018, 2017 and 2016; (iv) Consolidated Statements of Changes in Shareholders’ Equity for the
years ended December 31, 2018, 2017 and 2016; (v) Consolidated Statements of Cash Flows for the years
ended December 31, 2018, 2017 and 2016 and (vi) Notes to Consolidated Financial Statements.

151

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

MBIA Inc.
(Registrant)

Dated: February 28, 2019

/s/ William C. Fallon

By
Name: William C. Fallon
Title:

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ William C. Fallon

William C. Fallon

Director and Chief Executive Officer

February 28, 2019

/s/ Anthony McKiernan

Chief Financial Officer

February 28, 2019

Anthony McKiernan

/s/

Joseph R. Schachinger
Joseph R. Schachinger

Assistant Vice President and Controller
(Chief Accounting Officer)

February 28, 2019

/s/ Charles R. Rinehart

Chairman and Director

February 28, 2019

Charles R. Rinehart

/s/

Francis Y. Chin
Francis Y. Chin

/s/ Diane L. Dewbrey

Diane L. Dewbrey

/s/ Steven J. Gilbert

Steven J. Gilbert

/s/ Theodore Shasta

Theodore Shasta

Director

February 28, 2019

/s/ Richard C. Vaughan

Director

February 28, 2019

Richard C. Vaughan

152

SCHEDULE I

MBIA INC. AND SUBSIDIARIES
SUMMARY OF INVESTMENTS, OTHER THAN INVESTMENTS IN RELATED PARTIES
December 31, 2018
(In millions)

Type of investment

Available-for-sale:

U.S. Treasury and government agency
State and municipal bonds
Foreign governments
Corporate obligations
Mortgage-backed securities:

Residential mortgage-backed agency
Residential mortgage-backed non-agency
Commercial mortgage-backed

Asset-backed securities:

Collateralized debt obligations
Other asset-backed

Total long-term available-for-sale

Short-term available-for-sale

Total available-for-sale

Investments at fair value
Other investments

Total investments

Assets of consolidated variable interest entities:

Investments at fair value
Held-to-maturity:

Corporate obligations

Loans receivable

December 31, 2018

Cost

Fair Value

Amount at
which shown
in the
balance sheet

$ 916 $
641
3
1,457

932 $
727
3
1,332

218
30
53

122
178

3,618
199

3,817
300
1

214
27
51

119
177

3,582
199

3,781
290
1

$4,118 $ 4,072 $

143

890
159

157

925
172

932
727
3
1,332

214
27
51

119
177

3,582
199

3,781
290
1

4,072

157

890
172

Total investments of consolidated variable interest entities

$1,192 $ 1,254 $

1,219

153

SCHEDULE II

MBIA INC. (PARENT COMPANY)
CONDENSED BALANCE SHEETS
(In millions except share and per share amounts)

Assets
Investments:

Fixed-maturity securities held as available-for-sale, at fair value (amortized cost

$815 and $590)

Investments carried at fair value
Investments pledged as collateral, at fair value (amortized cost $49 and $155)
Short-term investments held as available-for-sale, at fair value (amortized cost $83

and $283)

Other investments

Total investments
Cash and cash equivalents
Investment in wholly-owned subsidiaries
Other assets

Total assets

Liabilities and Shareholders’ Equity

Liabilities:

Investment agreements
Long-term debt
Affiliate loans payable
Income taxes payable
Other liabilities

Total liabilities

Shareholders’ Equity:

Preferred stock, par value $1 per share; authorized shares—10,000,000; issued

and outstanding—none

Common stock, par value $1 per share; authorized shares—400,000,000; issued

shares—283,625,689 and 283,717,973

Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss), net of tax
Treasury stock, at cost—193,803,976 and 192,233,526 shares

Total shareholders’ equity of MBIA Inc.

Total liabilities and shareholders’ equity

December 31,
2018

December 31,
2017

839 $
7
46

83
—

975
40
1,876
130

3,021 $

276 $
577
729
138
182

639
8
148

283
1

1,079
10
2,290
144

3,523

301
576
772
237
224

1,902

2,110

—

284
3,025
966
(156)
(3,000)

1,119

3,021 $

284
3,171
1,095
(19)
(3,118)

1,413

3,523

The condensed financial statements should be read in conjunction with the
consolidated financial statements and notes thereto and the accompanying notes.

154

SCHEDULE II

MBIA INC. (PARENT COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(In millions)

Revenues:

Net investment income
Net gains (losses) on financial instruments at fair value and foreign exchange
Investment losses related to other-than-temporary impairments:

Investment losses related to other-than-temporary impairments
Other-than-temporary impairments recognized in accumulated other

comprehensive income (loss)

Net investment losses related to other-than-temporary impairments

Net gains (losses) on extinguishment of debt
Other net realized gains (losses)

Total revenues

Expenses:
Operating
Interest

Total expenses

Gain (loss) before income taxes and equity in earnings of subsidiaries

Provision (benefit) for income taxes

Gain (loss) before equity in earnings of subsidiaries

Equity in net income (loss) of subsidiaries

Net income (loss)

Years ended December 31,

2018

2017

2016

35 $
20

35 $

(34)

29
(13)

—

—
3
(2)

11
93

104

(48)
(35)

—

—
28
(3)

13
87

(1)

—

(1)
5
(5)

16
90

100

(74)
507

106

(91)
(15)

(13)
(283)

(581)
(1,024)

(76)
(262)

$(296) $(1,605) $(338)

The condensed financial statements should be read in conjunction with the
consolidated financial statements and notes thereto and the accompanying notes.

155

SCHEDULE II

MBIA INC. (PARENT COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(In millions)

Cash flows from operating activities:

Fees and reimbursements received
Investment income received
Operating expenses paid
Interest paid, net of interest converted to principal
Income taxes (paid) received

Net cash provided (used) by operating activities

Cash flows from investing activities:

Purchases of available-for-sale investments
Sales of available-for-sale investments
Paydowns and maturities of available-for-sale investments
Purchases of investments at fair value
Sales, paydowns and maturities of investments at fair value
Sales, paydowns and maturities (purchases) of short-term investments, net
(Payments) proceeds for derivative settlements
Collateral (to) from counterparty
Contributions to subsidiaries, net
Advances to subsidiaries, net

Net cash provided (used) by investing activities

Cash flows from financing activities:

Proceeds from investment agreements
Principal paydowns of investment agreements
Proceeds from long-term debt
Payments for affiliate loans
Purchases of treasury stock
Restricted stock awards settlements

Net cash provided (used) by financing activities

Effect of exchange rates on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents—beginning of year

Cash and cash equivalents—end of year

Reconciliation of net income (loss) to net cash provided (used) by operating activities:

Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating

activities:
Change in:

Intercompany accounts receivable
Current income taxes

Equity in earnings of subsidiaries
Dividends from subsidiaries
Net (gains) losses on financial instruments at fair value and foreign exchange
Deferred income tax provision (benefit)
(Gains) losses on extinguishment of debt
Other operating

Total adjustments to net income (loss)

Years ended December 31,

2018

2017

2016

$ — $
132
(17)
(91)
(16)

(495)
175
101
(9)
10
262
(24)
—
51
3

11
(35)
40
(71)
—
4

(51)

(1)
30
10

— $

141
(27)
(101)
26

(164)
172
152
(70)
71
(34)
(30)
4
(12)
(3)

15
(72)
127
(142)
(65)
11

(126)

(2)
(3)
13

4
144
(18)
(93)
73

110

(129)
165
90
(57)
58
1
(37)
52
(10)
—

133

16
(71)
—
(111)
(108)
8

(266)

1
(22)
35

40 $

10 $

$(296) $(1,605) $(338)

(9)
(15)
283
112
(20)
(35)
—
(12)

304

(22)
48
1,024
118
34
485
(28)
(15)

1,644

(8)
78
262
118
13
(20)
(5)
10

448

Net cash provided (used) by operating activities

8 $

39 $ 110

The condensed financial statements should be read in conjunction with the
consolidated financial statements and notes thereto and the accompanying notes.

156

SCHEDULE II

MBIA INC. (PARENT COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS

1. Condensed Financial Statements

Certain information and footnote disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America have been condensed or omitted.
This includes the Statements of Comprehensive Income (Loss) which is exactly the same as the Company’s
Consolidated Statements of Comprehensive Income (Loss). It is suggested that these condensed financial
statements be read in conjunction with the Company’s consolidated financial statements and the notes thereto.

The activities of MBIA Inc. (the “Parent Company”) consist of general corporate activities and funding activities,
which principally include holding and managing investments, servicing outstanding corporate debt, investment
agreements issued by the Parent Company and its subsidiaries, and posting collateral under investment
agreement and derivative contracts.

The Parent Company is subject to the same liquidity risks and uncertainties as described in footnote 1 to the
Company’s consolidated financial statements. As of December 31, 2018, the liquidity position of the Parent
Company, which included cash and cash equivalents or short-term investments comprised of highly rated
commercial paper, money market funds and municipal, U.S. agency and corporate bonds for general corporate
purposes, excluding the amount held in escrow under its tax sharing agreement, was $457 million.

During 2018, National Public Finance Guarantee Corporation (“National”) purchased from the Parent Company,
$44 million principal amount of MBIA Inc. 5.700% Senior Notes due 2034 and $10 million principal amount of
MBIA Inc. 7.000% Debentures due 2025 that were previously repurchased by the Parent Company and had not
been retired. During 2017, National purchased from the Parent Company, $129 million principal amount of MBIA
Inc. 5.700% Senior Notes due 2034 that were previously repurchased by the Parent Company and had not been
retired. The MBIA Inc. 5.700% Senior Notes due 2034 and the MBIA Inc. 7.000% Debentures that were
purchased by National are eliminated from the Parent Company’s condensed balance sheet.

2. Accounting Policies

The Parent Company carries its investments in subsidiaries under the equity method.

Certain amounts have been reclassified in prior years’ financial statements to conform to the current presentation.
This includes a change in the classification of certain cash receipts and cash payments on the Company’s
consolidated statements of cash flows resulting from the adoption of Accounting Standards Update (“ASU”)
2016-15, “Statement of Cash Flows (Topic 230)”. This classification change affected “Interest paid, net of interest
converted to principal”, in operating cash flows, and “Principal paydowns of investment agreements” and
“Payments for affiliate loans”, in financing cash flows, on the Company’s consolidated statements of cash flows
for the prior periods. Such reclassifications did not materially impact total revenues, expenses, assets, liabilities,
shareholders’ equity, operating cash flows, investing cash flows, or financing cash flows for all periods presented.

For a further discussion of significant accounting policies and recent accounting pronouncements, refer to
footnotes 2 and 3 to the Company’s consolidated financial statements.

3. Dividends from Subsidiaries

During 2018, National declared and paid a dividend of $108 million to its ultimate parent, MBIA Inc. In addition,
National Public Finance Guarantee Holdings, Inc. declared and paid a dividend of $1 million to the Parent
Company and MBIA Capital Corp. declared and paid a dividend of $3 million to the Parent Company.

During 2017 and 2016, National Public Finance Guarantee Holdings, Inc. declared and paid a dividend of
$118 million to the Parent Company.

157

4. Deferred Tax Asset, Net of Valuation Allowance

The Parent Company recognizes deferred tax assets and liabilities for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are
determined based on the differences between the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in
tax rates on tax assets and liabilities is recognized in income in the period that includes the enactment date.
Valuation allowances are established to reduce deferred tax assets to the amount that more likely than not will be
realized.

The Parent Company considered all available positive and negative evidence as required by generally accepted
accounting principles, to estimate if sufficient taxable income will be generated to use its net deferred tax asset.
After considering all positive and negative evidence, including the Parent Company’s inability to objectively
identify and forecast future sources of taxable income, the Parent Company concluded in the second quarter of
2017 it did not have sufficient positive evidence to support its ability to use its net deferred tax asset before it
would expire. Accordingly, the Parent Company established a full valuation allowance against its net deferred tax
asset.

For a further discussion of the net deferred tax asset, refer to footnote 11 to the Company’s consolidated financial
statements.

5. Obligations under Investment Agreements

Investment agreements, as described in footnote 10 to the Company’s consolidated financial statements, are
conducted by both the Parent Company and its wholly-owned subsidiary, MBIA Investment Management Corp.

6. Pledged Collateral

Substantially all of the obligations under investment agreements require the Parent Company and its subsidiaries
to pledge securities as collateral. As of December 31, 2018 and 2017, the fair value of securities pledged as
collateral with respect to these investment agreements approximated $314 million and $350 million, respectively.
The Parent Company’s collateral as of December 31, 2018, consisted principally of U.S. Treasury and
government agency and state and municipal bonds, and was primarily held with major U.S. banks.

Under derivative contracts entered into by the Parent Company, collateral postings are required by either the
Parent Company or the counterparty when the aggregate market value of derivative contracts entered into with
the same counterparty exceeds a predefined threshold. As of December 31, 2018 and 2017, the Parent Company
and its subsidiaries pledged securities with a fair value of $205 million and $237 million, respectively, to derivative
counterparties.

7. Affiliate Loans Payable

Affiliate loans payable consists of loans payable to MBIA Global Funding, LLC (“GFL”). GFL raised funds through
the issuance of medium-term notes with varying maturities, which were, in turn, guaranteed by MBIA Corp. GFL
lent the proceeds of these medium-term note issuances to the Parent Company.

158

SCHEDULE IV

MBIA INC. AND SUBSIDIARIES
REINSURANCE

Years Ended December 31, 2018, 2017 and 2016
(In millions)

Column A
Insurance
Premium Written

2018

2017

2016

Column B
Direct
Amount

Column C
Ceded to
Others

Column D
Assumed
From
Other
Companies

Column F
Percentage
of Amount
Assumed
to Net

Column E
Net
Amount

3 $

(1) $

37 $

1 $

— $

(2)

159

The MBIA Inc. By-Laws as amended as of February 28, 2019, as set forth in the Form 10-K/A filed March 13,
2019, are available for review on the MBIA Inc. website at: https://investor.mbia.com/investor-relations/ethics-
and-governance/default.aspx.

Exhibit 3.2

RESTRICTED STOCK AGREEMENT

Exhibit 10.7

This Restricted Stock Agreement (this “Agreement”) is made and entered into as of November 8,

2018 between MBIA Inc., a Connecticut corporation (together with its successors and assigns, the
“Company”), and Daniel M. Avitabile (the “Grantee”).

W I T N E S S E T H:

WHEREAS, the Company maintains the MBIA Inc. 2005 Omnibus Incentive Plan (as amended,
the “Plan”), pursuant to which the Compensation and Governance Committee (the “Committee”) of the
Company’s Board of Directors (the “Board”) may recommend that the Board grant, among other
awards, shares of common stock (the “Restricted Stock”), par value $1 per share, of the Company,
which are subject to certain forfeiture provisions and/or certain restrictions on transferability selected by
the Committee pursuant to the terms of the Plan (capitalized terms used in this Agreement without
definition shall have the meanings ascribed to such terms in the Plan);

WHEREAS, the Committee and the Board have determined that the Company’s current Named
Executive Officers (collectively, the “Executives” and each an “Executive”) each possesses unique
skills and experience which are essential to the achievement of the Company’s priorities, including the
generation of shareholder value, over the long term;

WHEREAS, the Committee and the Board have determined that in order to enhance the prospect

that the Executives remain with the Company on a long-term basis and to promote continuity and
stability, it is in the best interests of the Company and its shareholders to offer the Executives long-
term, time-based awards of Restricted Stock that will ensure that the Executives’ focus remains on the
long-term strength of the Company and further align the interests of the Executives with the long-term
interests of the Company;

WHEREAS, the Committee and the Board have approved the award to the Grantee on

November 8, 2018 (the “Grant Date”) of 333,333 shares of Restricted Stock that are subject to the
time based restrictions set forth in Section 2(a) below (the “Shares”);

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other

good and valuable consideration, receipt of which is hereby acknowledged, the Company and the
Grantee (together, the “Parties”) do hereby agree as follows:

Grant and Vesting of Restricted Stock.

(a) Grant of Restricted Stock. Subject to the terms and conditions set forth in this

Agreement and in accordance with the Plan, the Company hereby evidences its grant to the
Grantee of 333,333 Shares.

(b)

Restriction Period. Except as otherwise provided herein, the Shares granted
hereby may not be sold, assigned, transferred, pledged, hypothecated or otherwise directly or
indirectly encumbered or disposed of except to the extent that the Shares have become “vested”
(i.e., become non-forfeitable) pursuant to Section 2 below.

Vesting of Shares.

(a)

Vesting of Shares. To the extent not previously forfeited and except as set forth

in Section 2(b) or Section 2(c) below, the Shares shall become vested on March 3, 2025 (the
“Vesting Date”) if the Grantee is continuously employed by the Company through the Vesting
Date. Except as provided in Section 2(b) or Section 2(c) below, in the event the Grantee’s
employment terminates prior to the Vesting Date, the Shares shall be forfeited by the Grantee.

(b)

Early Vesting of Shares Upon Qualifying Termination. The Shares shall become

vested immediately if and when the Grantee experiences a “Qualifying Termination” prior to the
Vesting Date. A “Qualifying Termination” means a termination of the Grantee’s employment
(a) due to his death or Disability, (b) by the Company, or its successor in the event of a Change in
Control, without Cause, or (c) with the approval of the Board, or the Board of Directors of the
Company’s successor, in the event of a Change in Control.

(c)

Change in Control. In the event the Company experiences a Change in Control

prior to March 3, 2025, the Shares shall be substituted with an Alternative Award (as defined in the
Plan) which shall vest on the earlier of March 3, 2025 or the date the Grantee experiences a
“Qualifying Termination” as defined in Section 2(b) above.

No Right to Continued Employment; Post-Employment Restrictions. The grant of the

Shares hereunder shall not be construed as granting to the Grantee any right of continued
employment, and the right of the Company to terminate the Grantee’s employment at any time at will
(whether by dismissal, discharge or otherwise) is specifically reserved.

Nonassignability of the Shares. The Shares are personal to the Grantee and, except as

expressly permitted in this Agreement or the Plan, no rights granted hereunder may be transferred,
assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and no such
rights shall be subject to execution, attachment or similar process, except that the Shares may be
transferred, in whole or in part, to any Permitted Transferee, provided that such Permitted Transferees
shall be bound by the provisions of this Agreement. Any person or entity to whom the Shares have
been transferred in whole or in part in accordance with this Section 4 shall, to the extent of the transfer,
succeed to the rights and obligations of the Grantee under this Agreement.

Legend. Until the vesting of the Shares and the end of any transfer restriction pursuant
to Section 2 above, each certificate evidencing such Shares shall be registered in the Grantee’s name
and shall bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN A
RESTRICTED STOCK AGREEMENT BETWEEN MBIA INC. AND GRANTEE, AND NEITHER THIS
CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE
TRANSFERABLE EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS
ON FILE WITH THE SECRETARY OF THE COMPANY.” Promptly following the vesting of the Shares
or the end of any transfer restriction with respect to the Shares pursuant to Section 2 above, the
Grantee or any broker designated by the Grantee shall be furnished certificate(s) or book entry
evidence of ownership of the Shares that bear no such legend for the Shares that have vested or with
respect to which the transfer restriction has ended.

Withholding. Without limiting the Company’s authority under the Plan, the Grantee

agrees that the Company shall withhold a sufficient number of vested Shares that have an aggregate
Fair Market Value on the date of vesting required to cover any applicable tax withholding requirements
arising out of this Agreement.

Amendment or Waiver. No provision of this Agreement may be amended unless such

amendment is set forth in a writing that is signed by the Parties and that specifically identifies the
provision(s) being amended. No waiver by any person of any breach of any condition or provision
contained in this Agreement shall be deemed a waiver of any breach of a similar or dissimilar condition
or provision at the same or any prior or any subsequent time. To be effective, any waiver must be in
writing signed by the waiving person.

References and Headings. References herein to rights and obligations of the Grantee

shall apply, where appropriate, to the estate or other legal representative of the Grantee or his
successors and assigns as permitted under this Agreement, as the case may be, without regard to
whether specific reference to such estate or other legal representative or his successors and assigns is
contained in a particular provision of this Agreement. The headings of Sections contained in this
Agreement are for convenience only and shall not control or affect the meaning or construction of any
provision of this Agreement.

Notices. Any notice required or permitted to be given under this Agreement shall be in

writing and shall be deemed to have been given (a) when delivered directly to the person concerned or
(b) three business days after being sent by postage-prepaid certified or registered mail or by nationally
recognized overnight carrier, return receipt requested, duly addressed to the person concerned at the
location indicated below (or to such changed address as such party may subsequently by similar
process give notice of):

If to the Company, at the Company’s headquarters and to the
attention of the Office of the Secretary, with a copy to
Debevoise & Plimpton LLP, 919 Third Avenue, New York,
New York 10022, Attention: Lawrence K. Cagney.

If to the Grantee, at the Company’s headquarters and to the
attention of the Grantee.

If to a transferee permitted under Section 4, to the address (if
any) supplied by the Grantee to the Company.

10.

Resolution of Disputes. Any dispute or controversy arising out of or relating to this

Agreement, the Grantee’s employment with the Company, or the termination thereof, shall be resolved
by binding confidential arbitration, to be held in New York City before three arbitrators in accordance
with the Commercial Arbitration Rules of the American Arbitration Association. Each of the Parties shall
be entitled to appoint one of the three arbitrators and the third arbitrator shall be appointed by the
arbitrators appointed by the Parties. Judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. The Company shall promptly pay all costs and
expenses, including without limitation reasonable attorneys’ fees, incurred by the Grantee (or his
permitted successors and assigns) in resolving any claim raised in such an arbitration, other than any
claim brought by the Grantee (or the Grantee’s permitted successors and assigns) that the arbitrator(s)
determine to have been brought (a) in bad faith or (b) without any reasonable basis.

11.

The Company’s Representations. The Company represents and warrants that (a) it is
fully authorized by action of the Board and of the Committee (and of any other person or body whose
action is required) to enter into this Agreement and to perform its obligations hereunder; (b) the grant of
the Shares and this Agreement have been approved in accordance with Rule 16b-3(d)(1) promulgated
under the 1934 Act; (c) the execution, delivery and performance of this Agreement by the Company does
not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate
governance document of the Company; and (d) upon the execution and delivery of this Agreement by the
Company and the Grantee, this Agreement shall be the valid and binding obligation of the Company,
enforceable in accordance with its terms, except to the extent enforceability may be limited by applicable
bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

12.

Successors.

(a)

This Agreement shall be binding upon and inure to the benefit of the Parties and

their respective permitted successors, heirs (in the case of the Grantee) and assigns.

(b)

No rights or obligations of the Company under this Agreement may be assigned

or transferred by the Company except that such rights and obligations may be assigned or
transferred pursuant to a merger, consolidation or other combination in which the Company is not
the continuing entity, or a sale or liquidation of all or substantially all of the business and assets of
the Company, provided that the assignee or transferee is the successor to all or substantially all of
the business and assets of the Company and such assignee or transferee expressly assumes the
liabilities, obligations and duties of the Company as set forth in this Agreement. In the event of any
merger, consolidation, other combination, sale of business and assets, or liquidation as described
in the preceding sentence, the Company shall use its best reasonable efforts to cause such
assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of
the Company hereunder.

13. Governing Law. This Agreement shall be governed by and construed and enforced in

accordance with the laws of the State of Connecticut without regard to the principles of conflict of laws.

14.

Counterparts. This Agreement may be executed in two or more counterparts, each of

which shall be deemed an original, but all of which, when taken together, shall constitute one
document.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first

written above.

MBIA INC.

By: /s/ Jonathan Harris

Jonathan Harris, General Counsel

GRANTEE

/s/ Daniel M. Avitabile

Daniel M. Avitabile

RESTRICTED STOCK AGREEMENT

Exhibit 10.8

This Restricted Stock Agreement (this “Agreement”) is made and entered into as of November 8,

2018 between MBIA Inc., a Connecticut corporation (together with its successors and assigns, the
“Company”), and Adam T. Bergonzi (the “Grantee”).

W I T N E S S E T H:

WHEREAS, the Committee and the Board have determined that in order to enhance the prospect

WHEREAS, the Committee and the Board have approved the award to the Grantee on

November 8, 2018 (the “Grant Date”) of 500,000 shares of Restricted Stock that are subject to the
time based restrictions set forth in Section 2(a) below (the “Shares”);

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other

good and valuable consideration, receipt of which is hereby acknowledged, the Company and the
Grantee (together, the “Parties”) do hereby agree as follows:

Grant and Vesting of Restricted Stock.

(a) Grant of Restricted Stock. Subject to the terms and conditions set forth in this

Agreement and in accordance with the Plan, the Company hereby evidences its grant to the
Grantee of 500,000 Shares.