UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-09583
MBIA INC.
(Exact name of registrant as specified in its charter)
Connecticut
06-1185706
(State of incorporation)
(I.R.S. Employer
Identification No.)
1 Manhattanville Road, Suite 301, Purchase, New York
10577
(Address of principal executive offices)
(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
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
MBI
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 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
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 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 No ☐
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
☐
Accelerated filer
☒
Non-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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of
the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of June 30, 2024, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant was $247.3 million.
As of February 20, 2025, 50,971,033 shares of Common Stock, par value $1 per share, were outstanding.
Documents incorporated by reference:
Portions of the Registrant’s Definitive Proxy Statement for its Annual Shareholders Meeting to be held in May of 2025 are incorporated by reference into Part III of
this Form 10-K.
TABLE OF CONTENTS
PART I
Item 1.
Business
1
Item 1A.
Risk Factors
14
Item 1B.
Unresolved Staff Comments
21
Item 1C.
Cybersecurity
21
Item 2.
Properties
23
Item 3.
Legal Proceedings
23
Item 4.
Mine Safety Disclosures
23
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
24
Item 6.
[Reserved]
25
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
26
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
50
Item 8.
Financial Statements
51
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
119
Item 9A.
Controls and Procedures
119
Item 9B.
Other Information
119
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
119
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
120
Item 11.
Executive Compensation
120
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
120
Item 13.
Certain Relationships and Related Transactions, and Director Independence
121
Item 14.
Principal Accounting Fees and Services
121
PART IV
Item 15.
Exhibits, Financial Statement Schedules
122
Signatures
126
Schedule I
127
Schedule II
128
Schedule IV
133
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:
•
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 IA 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.
1
PART I
Item 1. Business
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 to MBIA Insurance Corporation together with MBIA Mexico S.A. de C.V. (“MBIA
Mexico”).
OVERVIEW
The Company’s operating subsidiaries are running off their insured portfolios. Today, the Company’s primary objectives are
ensuring that adequate liquidity exists at the holding company to satisfy all of its outstanding obligations, mitigating losses at
National Public Finance Guarantee Corporation (“National”) and MBIA Corp., and maximizing recoveries on paid insurance
claims. We do not expect National or MBIA Corp. to write new financial guarantee policies outside of remediation related
activities.
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, whose 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 ceased pursuing the writing of new financial guarantee insurance policies in 2017, and its
primary activity today is to provide ongoing surveillance, including remediation activity where warranted, of its existing insured
portfolio of $25.3 billion gross par outstanding as of December 31, 2024. The Company has also provided financial guarantee
insurance in the international and structured finance markets through its subsidiary MBIA Corp. As of December 31, 2024,
MBIA Corp.’s total insured gross par outstanding was $2.3 billion. As a result of MBIA Corp.’s capital structure and business
prospects, we do not expect its financial performance to have a material economic impact on MBIA Inc. Refer to
“Management’s Discussion and Analysis of Financial Condition and Results of Operations––Liquidity and 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 received
both annual and special dividends from National. The Company 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 (i) retiring our unsecured and MBIA Global Funding, LLC (“GFL”) debt through calls and repurchases at
prices that create economic benefit to the Company and (ii) having the Company or National purchase or repurchase
outstanding MBIA Inc. common shares to enhance shareholder value when permissible, authorized, and when management
deems such actions are appropriate, taking into account regulatory capacity constraints, the price of the stock, anticipated
liquidity needs, and other relevant factors.
On May 3, 2023, the Company’s Board of Directors approved a share repurchase program authorizing the Company and/or
National to purchase up to $100 million of the Company’s shares in open market transactions, in privately negotiated
transactions or by any other legal means. Neither MBIA Inc. nor National repurchased or purchased any MBIA Inc. common
shares during 2024 or 2022. During 2023, National and MBIA Inc. purchased or repurchased a total of 3.6 million shares at an
average price per share of $8.12. As of December 31, 2024, the remaining authorization under this share repurchase program
was $71 million.
2
Item 1. Business (continued)
As of December 31, 2024, $718 million of unsecured debt, issued from our corporate segment, which includes MBIA Inc.’s
senior notes ("Debentures") and medium-term notes (“MTNs”) issued by its subsidiary, GFL, was outstanding. During 2024,
MBIA Inc. repurchased $16 million principal amount of its Debentures and repurchased $63 million par value outstanding of
GFL MTNs with maturities in 2024 and 2025 at a discount. During 2023, the Company repurchased $11 million par value
outstanding of GFL MTNs with maturity in 2024 at a discount. During 2022, MBIA Corp. purchased $24 million principal amount
of MBIA Inc. 6.625% Debentures due 2028, $4 million principal amount of MBIA Inc. 7.150% Debentures due 2027, $0.6
million principal amount of MBIA Inc. 7.000% Debentures due 2025 and the Company repurchased $30 million par value
outstanding of GFL MTNs.
In the fourth quarters of 2024 and 2023, National declared and paid as-of-right dividends of $69 million and $97 million,
respectively, to its ultimate parent, MBIA Inc. Additionally, on December 7, 2023, National paid a $550 million special dividend
that was approved by the New York State Department of Financial Services (“NYSDFS”) to its ultimate parent, MBIA Inc.
Also on December 7, 2023, the Company's Board of Directors declared an extraordinary cash dividend on MBIA’s common
stock of $8.00 per share. The dividend was paid on December 22, 2023 to shareholders of record as of the close of business
on December 18, 2023.
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 credit in National’s portfolio is the Puerto Rico Electric Power Authority (“PREPA”) which is in a
bankruptcy-like process under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”).
The Commonwealth of Puerto Rico itself, as well as the Puerto Rico Sales Tax Financing Corporation (“COFINA”), the Public
Building Authority (“PBA”), and the Puerto Rico Highways and Transportation Authority (“PRHTA”) have each exited the
bankruptcy-like process and National’s exposures to these credits have been reduced to zero. For additional information
relating to the risks arising from National’s remaining Puerto Rico exposure, 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.’s strategy is 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 primarily for
the benefit of its policyholders and senior creditors. Refer to “Note 6: Loss and Loss Adjustment Expense Reserves” 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.
3
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 over the next several years. 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 Corp.’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 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 material economic 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 financial guarantee policies
outside of remediation related activities. 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 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. In addition, as National's insurance portfolio runs off, a change in the diversification of the criteria noted above may
subject National to higher concentrations of certain risks.
Because we generally guarantee to the holder of an insured obligation the timely payment of amounts due in accordance with
its insurance policy terms, in the case of a default by an issuer 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.
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 time
frames 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.
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, 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, 2024, National had $25.3 billion of insured gross par outstanding on U.S. public finance obligations
covering 1,349 policies and diversified among 885 “credits,” which we define as any insured obligations secured by the same
revenue source. Insurance in force, which includes all gross insured debt service, as of December 31, 2024 was $51.2 billion.
4
Item 1. Business (continued)
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, 2024 is 8 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, 2024 was $3.9 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, 2024, National’s gross par amount outstanding for its ten largest insured U.S. public finance
credits totaled $7.6 billion, representing 30.0% of National’s total U.S. public finance gross par amount outstanding. Refer to
“Note 12: 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 operating companies' insured portfolios.
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. 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. 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.
As of December 31, 2024, MBIA Corp. had 153 policies outstanding in its insured portfolio. In addition, MBIA Corp. had 25
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 116 credits.
As of December 31, 2024, the gross par amount outstanding of MBIA Corp.’s insured obligations (excluding $0.6 billion of
insured affiliated financial obligations and $16.5 billion of U.S. public finance debt ceded to National), was $2.3 billion.
Insurance in force for the above portfolio, which includes all gross insured debt service, as of December 31, 2024 was $3.1
billion.
MBIA Corp. estimates that the average life of its international and structured finance insurance policies in force as of December
31, 2024 is 6 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, 2024 was $0.3 billion.
Refer to “Note 12: 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 operating companies' insured portfolios.
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.
5
Item 1. Business (continued)
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 Divisions (“IPM”) monitor and remediate domestic and international public finance
and structured risks. In addition, National and MBIA Corp. each has its own risk oversight committee that, as appropriate,
reviews certain portfolio decisions. Additionally, each subsidiary has its own investment committee that reviews its respective
investment 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, cybersecurity 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, including cybersecurity risk. 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. In connection with its oversight of cybersecurity risk, the Audit Committee receives semi-annual, or more
frequent as appropriate, briefings from the Company’s senior management and Enterprise Security Council Chair concerning,
among other topics, the implementation of the Company’s Cybersecurity Policy, its ongoing strategy and associated training to
prevent, identify and react to security incidents, internal and external vulnerability assessments results, and Internal Audit’s
periodic reviews of MBIA’s data security policies and procedures. For additional information relating to cybersecurity, refer to
the “Item 1C. Cybersecurity” section in Part I, Item 1C of this Form 10-K.
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.
6
Item 1. Business (continued)
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.
•
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, 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.
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.
7
Item 1. Business (continued)
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 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 include 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. See “Quantitative and Qualitative Disclosures About
Market Risk” in Part II, Item 7A of this Form 10-K for additional information on our market risk exposure. We also analyze
stressed liquidity scenarios. 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.
Environmental & Social Responsibility Risk Management
MBIA recognizes and embraces its responsibilities to the environment and to the promotion of social welfare. The Company’s
operations are analytical and administrative in nature and it has no other material locations or operations away from its
headquarters in an Energy Star certified office complex in Purchase, New York. Thus, while we regularly assess the impact of
environmental risk on our insured portfolios, and have demonstrated a strong commitment to environmental and social
responsibility, we believe that the nature of our business, small size and current operations provide us with limited opportunities
to improve upon that record. Our Risk Oversight Committee nevertheless regularly reviews and implements policies and
decisions related to environmental and social governance risks.
As part of its Enterprise Risk Management framework, MBIA has identified climate change as an emerging risk to its insured
portfolio of public finance credits. While the Company’s insurance subsidiaries are no longer writing new business and
therefore do not need to assess climate risk in the context of underwriting decisions, its existing insured portfolios will take
decades to run off and remain exposed to the impact of climate change.
The significant majority of MBIA’s outstanding insured exposure is to U.S. municipalities, which are subject to both direct and
indirect effects of climate change including an increasing risk to severe weather events, flooding and droughts. The direct
effects include costs to repair storm damage and flooding and to mitigate the impact of future events. Indirect impacts include
potential deterioration of tax bases as populations move away from areas prone to severe weather and flooding. The impact of
climate change on MBIA’s insured portfolio is real but likely to manifest itself over a long period of time. It is as yet unclear what
impact attempts to reduce carbon emissions will have. The expense to municipalities of mitigating climate risk may result in
financial strain depending upon the nature of the risk being mitigated and the availability of state and/or federal funding.
8
Item 1. Business (continued)
In response to these threats, MBIA’s risk management and insured portfolio management groups have identified the sectors of
the insured portfolio that are particularly vulnerable to the impacts of climate change and factor these risks into internal ratings,
frequency of review and potential remedial action. Sectors at increased risk to climate-driven events include water and sewer
systems, single site/revenue generating assets, bridge and road infrastructure, electric utilities and housing.
MBIA is committed to promoting social welfare for its employees, the communities in which they live and work, and the citizens
in the municipalities that benefit from its insurance. It is MBIA’s policy to ensure equal employment opportunity for all job
applicants and employees with regard to all personnel-related matters, including, but not limited to recruitment, hiring,
placement, promotion, compensation, benefits, transfers and training and all other terms and conditions of employment. In all
such activities, MBIA prohibits and will not tolerate discrimination or harassment against any persons because of age, gender
(including gender identity or gender expression), sex, race, color, religion, creed, marital status, sexual orientation, pregnancy,
disability, national origin, alien or citizenship status, genetic predisposition or carrier status, military or veteran status, or any
other characteristic protected by law.
MBIA’s Equal Employment Opportunity and Non-Discrimination and Anti-Harassment Policy applies to all applicants and
employees, and other non-employee third-parties and individuals working for or on behalf of MBIA. It prohibits harassment,
discrimination and retaliation whether engaged in by, or directed toward, fellow employees, a supervisor or manager, or third-
parties. MBIA prohibits retaliation or adverse employment action against any individual who, in good faith, reports
discrimination or harassment or participates in an investigation of such reports.
MBIA reasonably accommodates employees and applicants with disabilities (including temporary disabilities), those who are
pregnant, nursing mothers, and those with sincerely held religious beliefs, in accordance with applicable law. If an employee
suffers from a disability, is pregnant, or has a sincerely held religious belief that interferes with the employee’s ability to perform
his or her job, the employee can contact Human Resources to inquire whether a reasonable accommodation may be available
and appropriate under the circumstances. All employees are subject to the Company’s Standard of Conduct, which serves as a
critical guide for the manner in which it conducts business. All employees are required to read the Standard of Conduct and
complete an on-line compliance training program annually.
MBIA offers its employees a comprehensive compensation and benefits package that includes a competitive salary and an
annual cash performance bonus, paid time-off benefits, health and welfare voluntary benefits that include medical and dental
insurance, a health savings account that includes a company match to employee contributions, and supplemental life
insurance. Senior management also receives an annual long-term incentive award linked to shareholders' interests. The
Company also provides a qualified defined contribution pension, a qualified 401(k) plan and a voluntary non-qualified deferred
compensation plan that accepts contributions that exceed limitations established by federal regulations. In addition, the
Company provides paid and unpaid employee leave of absences such as Safe Time Leave, Family Medical Leave, Parental
Leave, Bereavement Leave, Military and Jury Duty Leave.
MBIA‘s corporate mission has long included enhancing the strength and vitality of communities, whether through offering its
insurance product, which reduces the borrowing cost of towns, cities and municipalities, or through the sponsorship of many
diverse philanthropic efforts. In 2001, MBIA formed the MBIA Foundation, a 501(c)(3) tax-exempt organization, with a mission
of helping to improve the quality of life in the communities where the Company conducts business and where its employees live
and work. Since inception, the MBIA Foundation has paid out over $23 million in matching gifts, almost $16 million in grants to
community organizations and over $450,000 in service grants in support of employees’ volunteer efforts. The MBIA Foundation
has also been active in supporting disaster relief efforts through direct donations from the Foundation and by increasing the
customary match of 2:1 to 4:1 to further encourage employees' donations. In connection with the run-off of the Company's
businesses, the MBIA Foundation was legally wound down in 2024.
Additionally, MBIA promotes employee volunteerism through its annual company-wide days of service.
9
Item 1. Business (continued)
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, 2024 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 generally accepted in the United States 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.
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 and “Note 6: Loss and Loss Adjustment Expense
Reserves” in the Notes to Consolidated Financial Statements in Part II Item 8 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 approximately 2.4% 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. In addition, National entered into a second-to-pay policy covering
the reinsurance agreement.
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 Mexico is organized and subject to primary regulation and supervision in Mexico. We have
commenced the process of dissolving this entity under Mexican law. 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, 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 and Capital Resources––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.
10
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.
Due to its significant earned surplus deficit, MBIA Insurance Corporation has not had the statutory capacity to pay dividends
since December 31, 2009, is not expected to have any statutory capacity to pay dividends, and has agreed that it will not pay
any dividends without receiving prior approval from the NYSDFS in connection with certain prior approvals to release excessive
contingency reserves. 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 and reflect such reserves in their financial statements prepared in accordance with U.S. STAT.
Under New York Insurance Law (the “NYIL”), 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. For policies which have
exceeded the percentages in aggregate by category as required by NYIL, due to refunding and scheduled amortization,
contributions are discontinued. These policies are monitored quarterly and if a deficit were to occur contributions would
resume.
Pursuant to a non-disapproval from the NYSDFS, and in accordance with NYIL and U.S. STAT, MBIA Insurance Corporation
released to surplus $32 million of excess contingency reserves during 2022. In accordance with this contingency reserve release,
MBIA Insurance Corporation maintains a fixed $5 million contingency reserve.
11
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.
During 2024 and 2023, National and MBIA Insurance Corporation reported single risk limit overages to the NYSDFS due to
changes in their statutory capital. National and MBIA Insurance Corporation were in compliance with their aggregate risk limits
as of December 31, 2024 and 2023.
Holding Company Regulation
MBIA Inc., National and MBIA Insurance Corporation also are subject to regulation under NYIL. 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.
Insight North America, LLC ("Insight Investment") manages the 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 right to manage the fixed-income investment portfolios of the Company and its subsidiaries and
guarantee certain minimum revenues thereunder. The agreements can be terminated with six-month notice by either party or
as otherwise agreed to by the parties.
12
Item 1. Business (continued)
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
The Company does not maintain a contractual relationship with Moody’s Investor Services (“Moody’s”), Standard & Poor's
Financial Services LLC, or Kroll Bond Rating Agency, other than a required contract that MBIA Mexico maintained with
Moody’s. Moody’s, at its discretion and in the absence of a contract with the Company, continues to maintain ratings on MBIA
Inc. and its other subsidiaries.
CAPITAL FACILITIES
The Company does not currently maintain a capital facility. For a discussion of the Company’s capital resources refer to
“Management’s Discussion and Analysis of Financial Condition and Results of Operations––Liquidity and Capital Resources” in
Part II, Item 7 of this Form 10-K.
FINANCIAL INFORMATION
Refer to “Note 11: 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.
EMPLOYEES AND HUMAN CAPITAL MANAGEMENT
As of December 31, 2024, MBIA had 57 employees at our single corporate headquarters located at 1 Manhattanville Road,
Purchase, New York, none of whom are covered by collective bargaining agreements. In recent years, we have experienced
only modest employee turnover and consider our employee relations to be satisfactory. MBIA’s human capital focus has been
on identifying and retaining key personnel as the Company runs off its portfolios. MBIA has a succession plan in place and has
identified internal candidates that could fill senior management and mid-level management positions as the need arises. The
Company’s senior management team and senior employee relations professionals work together on employee-related issues
and initiatives, and on an annual basis conduct a full review of personnel to enable managers to provide meaningful feedback
and growth opportunities, and to award promotions within the Company where warranted. The Company continues to rely on
compensation components (such as salary, cash bonus awards and long-term incentive plan awards) to support employee
retention. The Company incorporates performance metrics as part of the annual bonus offering with increased bonus potential
for exceptional results. We utilize third-party benchmark data to establish market-based compensation levels. We believe that
our current compensation and incentive levels reflect high performance expectations as part of our merit pay philosophy. The
targeted use of long-term incentive plan awards for key talent is an important element of MBIA’s long-term retention strategy.
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.
13
Item 1. Business (continued)
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company and their present ages and positions with the Company as of February 27, 2025 are set
forth below:
Name
Age
Position and Term of Office
William C. Fallon
65
Chief Executive Officer and Director (executive officer since July 2005)
Joseph R. Schachinger
56
Executive Vice President and Chief Financial Officer (executive officer since
April 2024)
Daniel M. Avitabile
51
Assistant Vice President, and President and Chief Risk Officer of MBIA Corp.
(executive officer since September 2017)
Adam T. Bergonzi
61
Assistant Vice President and Chief Risk Officer of National (executive officer
since September 2017)
Christopher H. Young
51
Assistant Vice President, and Chief Financial Officer of National (executive
officer 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.
Joseph R. Schachinger was named Executive Vice President and Chief Financial Officer of MBIA Inc. on April 30, 2024. Mr.
Schachinger was also appointed Chairman and Chief Financial Officer of MBIA Insurance Corporation on April 30, 2024. Prior
to those appointments, Mr. Schachinger served as the Company’s Controller since May of 2017. Prior to being appointed the
Company's Controller, he served as the Company's Deputy Controller. Prior to joining the Company, Mr. Schachinger was the
Controller, Chief Trading Risk Officer, and Financial and Operations Principal at DNB US, New York.
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, Mr. Young worked at MBIA Insurance Corporation, from 2001 to
2009, 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.
14
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”, “MBIA Corp. Risk Factors”, and “General Risk
Factors”. Risk Factors are generally listed in order of significance within each category.
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.
Certain issuers are reporting 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.
In particular, while the Commonwealth of Puerto Rico has completed its court-ordered restructuring pursuant to the Puerto Rico
Oversight, Management and Economic Stability Act (“PROMESA”), the Puerto Rico Electric Power Authority (“PREPA”)
currently remains in a bankruptcy-like proceeding under PROMESA in the United States District Court for the District of Puerto
Rico.
As of December 31, 2024, National had $745 million of debt service outstanding related to Puerto Rico. During 2024, PREPA
defaulted on scheduled debt service for National insured bonds and National paid gross claims in the aggregate of $137
million. On January 1, 2025 PREPA also defaulted on scheduled debt service for National insured bonds and National paid
gross claims in the aggregate of $13 million.
On January 29, 2024, the First Circuit Court of Appeals heard argument on the appeal of Judge Swain's ruling on the scope of
the bondholder liens and the allowed amount of the under-secured portion of the bondholders' unsecured claim. On June 12,
2024, the First Circuit Court of Appeals reversed Judge Swain's prior rulings and supported bondholder liens and claim
amounts (the "Appeal Decision"). On June 26, 2024, the Oversight Board filed a petition for a First Circuit panel rehearing, and
the Unsecured Creditors Committee ("UCC") filed an en banc appeal. On November 13, 2024, the First Circuit affirmed the
Appeal Decision. On November 27, 2024, the Oversight Board filed a petition for further rehearing, and on December 31, 2024,
the First Circuit denied the rehearing request. Following a status conference held on July 10, 2024, the Court imposed a 60-day
stay of all litigation and other filings related to the amended Plan, which stay was subsequently extended until March 24, 2025,
and ordered the parties into mediation. Following the Appeal Decision, the Oversight Board informed the Court, National and
other parties that it intended to modify National’s settlement in a forthcoming amended Plan. Thereafter, National provided
notice to the Oversight Board that National did not support the board's actions and that such actions constituted a breach and
termination of the PREPA RSA, as amended. There is no assurance that a plan that is substantially similar in the treatment of
National's claims and rights will ultimately be confirmed and become effective.
Refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations––Results of
Operations––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.
15
Item 1A. Risk Factors (continued)
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 a long period of time 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 and adversely affected.
We use financial models to project future net claims on our insured portfolio, including insured 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.
Political and economic conditions in the United States 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 fraud, terrorism,
catastrophic events, natural disasters, pandemics such as the novel coronavirus COVID-19, 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 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.
16
Item 1A. Risk Factors (continued)
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 could 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. Failure to comply with applicable laws and
regulations could expose our insurance companies and/or their constituents, 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.
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 New
York State Department of Financial Services (“NYSDFS”) may impose other remedial actions on us as described further below
to the extent our insurance companies do not meet such requirements.
Under New York Insurance Law (“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 as to
National, 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.
17
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 18: 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.
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.
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. Ineffective internal
controls over entities (including any entities the Company controls, is affiliated with or exercises significant influence over as a
result of the Zohar Recoveries or otherwise) could result in failure to ensure that such entities comply with applicable laws. 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.
18
Item 1A. Risk Factors (continued)
Capital, Liquidity and Market Related Risk Factors
We are a holding company and rely to a significant degree on cash flow from National. A disruption in this cash flow
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 from National to pay principal and interest on our
indebtedness and operating expenses, among other items. We expect that for the foreseeable future, National alone will be the
source of dividends to the Company, and it 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 13: 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 National, (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, National's inabilities to pay dividends or our inability to access capital from external sources 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.
Also, 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.
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, 2024, MBIA Inc. had $440 million of medium-term note liabilities, $278 million of Senior Notes liabilities
and $204 million of investment agreement liabilities. Our substantial indebtedness and other liabilities could have material
consequences because:
•
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, and
intercompany financing arrangements, 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.
19
Item 1A. Risk Factors (continued)
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. In the insurance operations, with respect to credit risk, increasing
interest rates could lead to increased stress on transactions in our insured portfolio with floating rate liabilities. Increasing
interest rates could also result in a lower present value of salvage reserves while declining interest rates could result in a higher
present value of future loss payments. 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.
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 “Management’s Discussion and Analysis of
Financial Condition and Results of Operations—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 material economic 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 salvage that
MBIA Insurance Corporation may collect, including in particular recoveries on loans and equity interests related to the claims it
paid in respect of the insured notes issued by Zohar collateralized debt obligation (“CDO”) 2003-1, Limited and Zohar II 2005-1
CDO (collectively, the “Zohar Recoveries”), 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. In addition, if we fail to maintain effective internal controls over entities (including any
entities the Company controls, is affiliated with or exercises significant influence over as a result of the Zohar Recoveries or
otherwise), this could result in failure to ensure that such entities comply with applicable laws.
While MBIA Insurance Corporation believes that it will receive a substantial recovery on the Zohar Recoveries, there still
remains significant uncertainty with respect to the realizable value of these assets.
20
Item 1A. Risk Factors (continued)
If the Zohar Recoveries fall below our expectations, MBIA Insurance Corporation would likely incur additional and potentially
substantial losses, which could materially impair its statutory capital and liquidity. Further, 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 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 material economic 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 residential mortgage-backed securities
(“RMBS”), 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 risk, which relates to problems with the transaction’s servicer that could adversely
affect performance of the underlying assets. As of December 31, 2024, MBIA Corp. recorded expected RMBS recoveries of
$52 million, including recoveries related to consolidated VIEs, on our RMBS transactions, in reimbursement of our past and
future expected claims. Of this amount, $23 million is included in “Insurance loss recoverable” and $29 million is included in
“Loss and loss adjustment expense reserves” on the Company’s consolidated balance sheets. RMBS recoveries relate to
structural features within the trust structures that allow for the Company to be reimbursed for prior claims paid. These
reimbursements for specific trusts include recoveries that are generated from the excess spread of the transactions. Excess
spread within insured RMBS securitizations is the difference between interest inflows on mortgage loan collateral and interest
outflows on the insured RMBS notes. There can be no assurance that this recovery will be received in its entirety or in the
expected timeframe.
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:
•
MTNs issued by MBIA Global Funding LLC (“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;
•
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;
•
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;
•
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
21
Item 1A. Risk Factors (continued)
•
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.
General Risk Factors
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, could harm our business.
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 and maintenance of a cybersecurity program which includes a variety of security measures, our
information technology systems, networks and data could be subject to cyber-attacks or physical break-ins, unauthorized
tampering or other security breaches, resulting in a failure to maintain the security, confidentiality or privacy of sensitive
information. For additional information relating to cybersecurity, refer to the “Item 1C. Cybersecurity” section in Part I, Item 1C
of this Form 10-K.
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 or inactions 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.
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 human capital management including its ability to 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.
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.
22
Item 1C. Cybersecurity
The cybersecurity program of the Company establishes the framework for safeguarding critical information assets through an
evolving, multi-tiered security approach. This program encompasses the Company’s policies and controls designed to mitigate
risks from malicious and unauthorized use, as well as cybersecurity threats or attacks targeting the Company’s Information
Assets ("IA"). These IA primarily include business and technology applications, networks, computing platforms, and the data
stored therein. The following is a discussion of our cybersecurity risk management and strategy and our cybersecurity
governance.
Risk Management and Strategy
Cybersecurity is a part of the Company’s overall risk management strategy. The Audit Committee oversees risks associated with
cybersecurity. Refer to the following "Governance" section for additional information on the Audit Committee's oversight of
cybersecurity.
The Company has developed a security architecture designed to minimize and defend against threats, with an emphasis on the
capability to effectively assess and identify cyber risks to its IA. This includes regulating access to IA and protection against
unauthorized access, malicious software, and hacking attempts. The Company maintains reasonable defenses to protect
against known threats by systematic scanning for security vulnerabilities and utilizes more advanced technologies to protect
against new threat vectors for which there is not yet a vendor-provided security solution. The Company uses tools such as
firewalls, anti-malware software, multi-factor authentication, e-mail and internet security gateways, virtual private networks, and
an active vulnerability management program to safeguard IA against cyberattacks. The Company also engages third-party
outsourced security services to continuously monitor and provide timely remediation of security events across all information
technology ("IT") assets. This serves as a virtual extension of the internal security team. In addition, the Company engages
third-party security firms to perform periodic penetration testing to validate the security of its IT infrastructure and applications.
Periodic incident response exercises are also conducted as part of the Company's overall cybersecurity program. Our
processes also address threats to its IA associated with our use of third-party security providers. Third-party risks are included
within our risk management strategy discussed above. Cybersecurity considerations affect the selection and oversight of our
third-party service providers. We perform diligence on third-parties that have access to our systems, data or facilities that
house such systems or data, and continually monitor cybersecurity threats identified through such diligence. Additionally, we
may require certain third-parties to agree by contract to manage their cybersecurity risks in specified ways, and to agree to be
subject to cybersecurity audits, which we conduct as appropriate.
The Company manages software using a risk-based approach that assesses software version requirements, technology
obsolescence, business value and cost. Web based applications have external penetration testing performed to determine
vulnerabilities and/or open exploits before deployment to production. The Company also utilizes data leakage prevention
controls to further protect IA. The Company's hardware, including computers, smartphones, and tablets, has security software
installed to extend cybersecurity and general technology management controls. In addition, the Company's IT department
arranges periodic training for Company employees related to best practices to prevent, identify, and report cybersecurity
incidents. All Company employees are required to participate in scheduled training and are obligated to certify the completion
of each training session. Additionally, all third parties retained by the Company, including vendors, that are granted access to
the Company’s IA are required to certify compliance with all relevant Company policies relating to such access and re-certify
compliance as deemed necessary. This certification includes the completion of questionnaires that are reviewed by the Chief
Information Security Officer ("CISO") and Chief Information Officer ("CIO").
Despite the Company's implementation and maintenance of the cybersecurity program and its components as identified above
and elsewhere herein that includes a variety of best practice security measures, our information technology systems, networks,
and data are subject to cyber-attacks or physical break-ins, unauthorized tampering or other security breaches.
Notwithstanding these protections, attacks may result in a failure to maintain the security, confidentiality or privacy of sensitive
information. To date, the Company has not had any cybersecurity incidents that have materially affected, or are reasonably
likely to materially affect, its business strategy, results of operations, or its financial condition. There can be no assurance that a
future cybersecurity incident would not result in a loss and/or have a material adverse effect on our reputation, business,
results of operations, or financial condition.
23
Item 1C. Cybersecurity (continued)
Governance
The Company created an Enterprise Security Council (“ESC”) that is comprised of senior IT management (including the CISO
and CIO), Internal Audit and Compliance leaders which meet regularly to evaluate potential security risks to the Company and
its IA.
The CISO is responsible for performing a thorough examination of any identified or suspected cybersecurity incidents or
violations. The CISO will collaborate with the Company's General Counsel and other relevant personnel during this formal
review. Documentation detailing the event and an action plan, if required, will be generated by the CISO. Additionally,
communication will be promptly established with the Cyber Incident Response Team ("CIRT"), and if deemed necessary, the
Audit Committee.
The Audit Committee receives quarterly or more frequent as appropriate, briefings from the Company’s senior management and
CISO. The briefings concern, among other topics, the cyber threat landscape and associated risks to the Company, updates to
the Company’s cybersecurity program and associated policies, its ongoing strategy to prevent, identify and react to security
incidents, internal and external vulnerability assessments, penetration testing results, and Internal Audit’s periodic reviews of
MBIA’s security controls, policies, and procedures. The CIRT is comprised of senior leaders from across the company, which
include Legal, Compliance, Investor/Media Relations, and Information Technology.
Item 2. Properties
The Company leases office space located in Purchase, New York, in which the Company has their headquarters. The
Company also leases office space in 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 18: 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.
24
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 20,
2025, there were 201 shareholders of record of the Company’s common stock. The Company did not pay cash dividends
on its common stock during 2024. On December 7, 2023, the Company's Board of Directors declared an extraordinary
cash dividend on MBIA’s common stock of $8.00 per share. The dividend was paid on December 22, 2023 to
shareholders of record as of the close of business on December 18, 2023. 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.
On May 3, 2023, the Company’s Board of Directors approved a share repurchase program authorizing the Company
and/or National to purchase up to $100 million of the Company’s shares in open market transactions, in privately
negotiated transactions or by any other legal means. During 2024, the Company or National did not purchase or
repurchase any shares. During 2023, National or the Company purchased or repurchased 3.6 million shares at an
average price per share of $8.12. As of December 31, 2024, the remaining authorization under this share repurchase
program was $71 million.
The table below presents repurchases made by the Company or National in each month during the fourth quarter of 2024.
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.
Total Number
Maximum
Total
Average
of Shares
Amount That May
Number
Price
Purchased as
Be Purchased
of Shares
Paid Per
Part of Publicly
Under the Plan
Month
Purchased (1)
Share
Announced Plan
(in millions) (2)
October
159
3.48
—
$
71
November
56
4.94
—
71
December
1
6.41
—
71
(1) Represents shares repurchased in open market transactions as investments in the Company's non-qualified deferred compensation plan.
(2) On May 3, 2023, the Company's Board of Directors approved a share repurchase program authorizing the Company and/or National to purchase up to $100
million of the Company's shares in open market transactions, in privately negotiated, or by any other legal means.
As of December 31, 2024, 283,186,115 shares of Common Stock of the Company, par value $1 per share, were issued
and 50,970,181 shares were outstanding.
25
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, 2024 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.
2019
2020
2021
2022
2023
2024
MBIA Inc. Common Stock
100.00
70.75
169.78
138.17
144.73
152.78
S&P 500 Index
100.00
118.39
152.34
124.72
157.48
196.85
S&P Financials Index
100.00
98.24
132.50
118.49
132.83
173.34
Source: Bloomberg Finance L.P.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
26
The following discussion and analysis of financial condition and results of operations of MBIA Inc. should be read in
conjunction with the other sections of 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 “Risk Factors” in Part I, Item 1A of this Form 10-K for a
further discussion of risks and uncertainties.
This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and
2023 results. Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 results not included in this
Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in
Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
OVERVIEW
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 managed
through MBIA Insurance Corporation and its subsidiaries (“MBIA Corp.”).
National’s primary objectives are to maximize the performance of its existing insured portfolio through effective
surveillance and remediation activity and effectively manage 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 surplus note holders, and then its preferred stock holders. MBIA Corp. is executing this strategy
by, among other things, taking steps to maximize 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 financial guarantee policies outside of
remediation related activities.
Economic Environment
U.S. economic activity indicators have continued to expand at a solid pace with the unemployment rate stabilizing at a low
level and labor market conditions remaining solid. Inflation remains elevated. With the Federal Open Market Committee
(“FOMC”) seeking to achieve maximum employment and 2% inflation over the longer run, at the most recent meeting, the
FOMC maintained its federal funds rate target range at 4.25% to 4.50%. Economic and financial market trends could
impact the Company’s financial results. 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. Higher interest rates could adversely affect the values of
our Company’s investment portfolio, but increase investment portfolio yield and income, and decrease the present value
of loss reserves.
Business Developments
The following is a summary of business developments:
Puerto Rico
•
During 2024, the Puerto Rico Electric Power Authority (“PREPA”) defaulted on scheduled debt service for
National insured bonds and National paid gross claims in the aggregate of $137 million. As of December 31,
2024, National had $670 million of debt service outstanding related to PREPA. On January 1, 2025, PREPA
defaulted on scheduled debt service for National insured bonds and National paid gross claims in the
aggregate of $13 million.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
27
OVERVIEW (continued)
•
On January 31, 2023, National entered into a restructuring support agreement (“PREPA RSA”) with the
Financial Oversight and Management Board for Puerto Rico (the “Oversight Board”), on behalf of itself and as
the sole Title III representative of PREPA. A plan of adjustment for PREPA (the "Plan") and related disclosure
statement was filed on February 9, 2023. Subsequently, both the Plan and PREPA RSA were amended. The
Title III Court conducted confirmation hearings in March 2024. On June 12, 2024, the First Circuit Court of
Appeals reversed Judge Swain's prior rulings and supported bondholder liens and claim amounts (the "Appeal
Decision"). On June 26, 2024, the Oversight Board filed a petition for a First Circuit panel rehearing, and the
Unsecured Creditors Committee ("UCC") filed an en banc appeal. On November 13, 2024, the First Circuit
affirmed the Appeal Decision. On November 27, 2024, the Oversight Board filed a petition for further rehearing,
and on December 31, 2024, the First Circuit denied the rehearing request. Following a status conference held
on July 10, 2024, the Court imposed a 60-day stay of all litigation and other filings related to the amended
Plan, which stay was subsequently extended until March 24, 2025, and ordered the parties into mediation.
Following the Appeal Decision, the Oversight Board informed the Court, National and other parties that it
intended to modify National’s settlement in a forthcoming amended Plan. Thereafter, National provided notice
to the Oversight Board that National did not support the board's actions and that such actions constituted a
breach and termination of the PREPA RSA, as amended. There is no assurance that a plan that is
substantially similar in the treatment of National's claims and rights will ultimately be confirmed and become
effective. In the event of a substantially different confirmed plan, National’s PREPA loss reserves and
recoveries could be materially adversely affected.
Refer to the following “U.S. Public Finance Insurance Puerto Rico Exposures” section for additional information on our
Puerto Rico exposures.
Zohar CDOs
Pursuant to a plan of liquidation that became effective in August of 2022, MBIA Corp.'s interest in the remaining collateral
of the Zohar collateralized debt obligation (“CDO”) 2003-1, Limited (“Zohar I”) and Zohar II 2005-1, Limited (“Zohar II”)
(collectively, the "Zohar CDOs") was distributed to MBIA Corp. either directly or in the form of interests in certain asset
recovery entities. Since then, MBIA Corp. has sought to monetize these interests through sales. Refer to “Note 1:
Business Developments and Risks and Uncertainties” in the Notes to Consolidated Financial Statements in Part II, Item 8
of this Form 10-K for a further discussion of the Zohar CDOs.
Dividends
In December of 2024 and November of 2023, National declared and paid as-of-right dividends of $69 million and $97
million, respectively, to its ultimate parent, MBIA Inc. In addition, on December 7, 2023, National paid a $550 million
special dividend that was approved by the New York State Department of Financial Services (“NYSDFS”) to its ultimate
parent, MBIA Inc. Also on December 7, 2023, the Company's Board of Directors declared an extraordinary cash dividend
on MBIA’s common stock of $8.00 per share. The dividend was paid on December 22, 2023 to shareholders of record as
of the close of business on December 18, 2023. Due to the absence of retained earnings for MBIA Inc., the Company
accounted for the dividend as a return of capital that was paid from additional paid-in capital on the Company's
consolidated balance sheet.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
28
RESULTS OF OPERATIONS
Summary of Consolidated Results
The following table presents a summary of our consolidated financial results for the years ended December 31, 2024,
2023 and 2022:
Years Ended December 31,
In millions except for per share, percentage and share amounts
2024
2023
2022
Total revenues
$
42
$
7
$
154
Total expenses
483
491
302
Income (loss) from continuing operations before income taxes
(441)
(484)
(148)
Provision (benefit) for income taxes
-
-
1
Net income (loss) from continuing operations
(441)
(484)
(149)
Income (loss) from discontinued operations, net of income taxes
(3)
(3)
(54)
Net income (loss)
(444)
(487)
(203)
Less: Net income (loss) from discontinued operations attributable to
noncontrolling interests
3
4
(8)
Net income (loss) attributable to MBIA Inc.
$
(447)
$
(491)
(195)
Net income (loss) per basic and diluted common share attributable
to MBIA Inc.
$
(9.43)
$
(10.18)
$
(3.92)
Adjusted net income (loss) (1)
$
(184)
$
(169)
$
(145)
Adjusted net income (loss) per diluted share (1)
$
(3.90)
$
(3.49)
$
(2.90)
Weighted average basic and diluted common shares outstanding
47,436,079
48,207,574
49,803,739
___________________
(1) - Adjusted net income (loss) and adjusted net income (loss) per diluted share are non-GAAP measures. Refer to the following Non-GAAP Adjusted Net
Income (Loss) 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.
2024 vs. 2023 GAAP Results
Income (loss) from Continuing Operations Before Income Taxes
The increase in consolidated total revenues for 2024 compared with 2023 was principally due to favorable changes from
net realized investment losses from sales of investments and revenues from consolidated VIEs. These favorable changes
were partially offset by an increase in losses from fair valuing investments and a decrease in net investment income. Net
realized investment losses from sales of investments for 2024 were $3 million compared with $76 million for 2023. In
addition, 2024 and 2023 included $37 million and $70 million, respectively, of consolidated VIE losses primarily from the
reclassification of credit risk losses from accumulated other comprehensive income ("AOCI") to net income (loss) due to
early redemptions of VIE liabilities and losses from the deconsolidation of VIEs. 2024 included $49 million of losses from
fair valuing investments compared with $6 million of gains for 2023. Net investment income decreased $32 million for
2024 compared with 2023 primarily due to a lower average asset base as a result of the extraordinary cash dividend
payment on MBIA Inc.'s stock in December of 2023.
Consolidated total expenses for 2024 and 2023 included non-VIE interest expense of $208 million and $210 million,
respectively, principally from MBIA Corp.'s surplus notes. Refer to the following “Interest Expense” section of the
International and Structured Finance Insurance segment for additional information on MBIA Corp.'s surplus notes interest
expense. In addition, consolidated total expenses for 2024 included $184 million of losses and LAE compared with $177
million for 2023, primarily related to PREPA. Refer to the following “Loss and Loss Adjustment Expenses” sections of the
U.S. Public Finance Insurance and International and Structured Finance Insurance segments for additional information on
our losses and LAE. Non-VIE operating expense decreased $18 million for 2024 compared with 2023. This decrease was
primarily due to a decrease in compensation expense.
Provision for Income Taxes
For 2024 and 2023, our effective tax rate applied to our loss before income taxes was below the U.S. statutory tax rate of
21% due to the full valuation allowance on the changes in our net deferred tax asset, which included our net operating
loss (“NOL”).
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
29
RESULTS OF OPERATIONS (continued)
As of December 31, 2024 and 2023, the Company’s valuation allowance against its net deferred tax asset was $1.4 billion
and $1.2 billion, 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. 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. Refer to “Note 10: Income Taxes” in the Notes to Consolidated Financial Statements in
Part II, Item 8 of this Form 10-K 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.
Income (loss) from discontinued operations, net of income taxes
The Company classifies certain portfolio companies that the Company acquired from the Zohar CDOs bankruptcy
distribution as discontinued operations. Refer to “Note 1: Business Developments and Risks and Uncertainties” in the
Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for a further discussion of our discontinued
operations.
Non-GAAP Adjusted Net Income (Loss)
In addition to our results prepared in accordance with accounting principles generally accepted in the United States of
America (“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.
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. and its discontinued operations net of noncontrolling interest and income taxes, which given MBIA
Corp.’s capital structure and business prospects, we do not expect its financial performance to have a material economic
impact on MBIA Inc., as well as adjusting the following:
•
Mark-to-market gains (losses) on financial instruments – We remove the impact of mark-to-market gains
(losses) on financial instruments such as interest rate swaps, investment securities and hybrid financial
instruments. These amounts fluctuate based on market interest rates, credit spreads and other market factors.
•
Foreign exchange gains (losses) – We remove 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).
•
Net realized investment gains (losses), impaired securities and extinguishment of debt – We remove realized
gains (losses) on the sale of investments, net investment losses related to impairment of securities and net
gains (losses) on extinguishment of debt since the timing of these transactions are subject to management’s
assessment of market opportunities and conditions and capital liquidity positions.
•
Income taxes –We apply a zero effective tax rate for federal income tax purposes to our pre-tax adjustments, if
applicable, consistent with our consolidated effective tax rate.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
30
RESULTS OF OPERATIONS (continued)
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,
2024, 2023 and 2022:
Year Ended December 31,
In millions except share and per share amounts
2024
2023
2022
Net income (loss) attributable to MBIA Inc.
$
(447)
$
(491)
$
(195)
Less: adjusted net income (loss) adjustments:
Income (loss) from discontinued operations, net of noncontrolling interest
(6)
(7)
(46)
Income (loss) before income taxes of our international and structured
finance insurance segment and eliminations
(265)
(249)
(20)
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)
2
19
58
Foreign exchange gains (losses) (1)
7
(6)
15
Net realized investment gains (losses)
(3)
(72)
(40)
Net investment losses related to impairments of securities (2)
-
(8)
(21)
Other net realized gains (losses)
2
1
5
Adjusted net income adjustment to the (provision) benefit for income tax
-
-
(1)
Adjusted net income (loss)
$
(184)
$
(169)
$
(145)
Adjusted net income (loss) per diluted common share (3)
$
(3.90)
$
(3.49)
$
(2.90)
___________________
(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 “Other net realized gains (losses)” 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 the GAAP weighted average number of
diluted common shares outstanding.
Book Value Adjustments Per Share
In addition to GAAP book value per share, for internal purposes management also analyzes adjusted book value (“ABV”)
per share, changes to which we view as an important indicator of financial performance. ABV is also used by
management in certain components of management’s compensation. Since many of the Company’s investors and
analysts continue to use ABV to evaluate MBIA’s share price and as the basis for their investment decisions, we present
GAAP book value per share as well as the individual adjustments used by management to calculate its internal ABV
metric.
Management adjusts GAAP book value to remove the book value of MBIA Corp., its discontinued operations, and 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.
The following provides a description of management’s adjustments to GAAP book value:
•
Negative Book value of MBIA Corp. – We remove the negative book value of MBIA Corp., including its
discontinued operations based on our view that given MBIA Corp.’s current financial condition, the regulatory
regime in which it operates, the priority given to its policyholders, surplus note holders and preferred stock
holders with respect to the distribution of assets, and its legal structure, it is not and will not likely be in a
position to upstream any economic benefit to MBIA Inc. Further, MBIA Inc. does not face any material financial
liability arising from MBIA Corp.
•
Net unrealized (gains) losses on available-for-sale (“AFS”) securities excluding MBIA Corp. – 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
impairments of AFS securities are recorded in book value through earnings.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
31
RESULTS OF OPERATIONS (continued)
•
Net unearned premium revenue in excess of expected losses of National - We include 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 in order to reflect 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 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 and a zero consolidated effective tax
rate, the book value per share adjustments reflect a zero effective tax rate.
The following table provides the Company’s GAAP book value per share and management’s adjustments to book value
per share used in our internal analysis:
As of December 31,
As of December 31,
In millions except share and per share amounts
2024
2023
Total shareholders' equity of MBIA Inc.
$
(2,089) $
(1,657)
Common shares outstanding
50,970,181
50,862,931
GAAP book value per share
$
(40.99) $
(32.56)
Management's adjustments described above:
Remove negative book value per share of MBIA Corp.
(49.48)
(44.91)
Remove net unrealized gains (losses) on available-for-sale securities
included in other comprehensive income (loss)
(2.87)
(2.40)
Include net unearned premium revenue in excess of expected losses
2.43
2.91
U.S. Public Finance Insurance Segment
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, 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, 2024, National had total insured gross par outstanding of $25.3 billion.
National continues to monitor and remediate its existing insured portfolio and has pursued and may continue to pursue
other transactions that could enhance shareholder value, including receiving NYSDFS approval of a $550 million special
dividend that was paid to its ultimate parent, MBIA Inc., in 2023. Regarding its insured portfolio, some state and local
governments and territory obligors that National insures are experiencing financial and budgetary stress which could lead
to an increase in defaults by such entities on the payment of their obligations and, while such stress has not yet occurred
materially, losses or impairments on a greater number of the Company’s insured transactions. In particular, PREPA had
been experiencing significant fiscal stress and constrained liquidity. Refer to the “U.S. Public Finance Insurance Puerto
Rico Exposures” section for additional information on our PREPA 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)
32
RESULTS OF OPERATIONS (continued)
The following table presents our U.S. public finance insurance segment results for the years ended December 31, 2024,
2023 and 2022:
Years Ended December 31,
Percent Change
In millions
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
Net premiums earned
$
30
$
30
$
47
-%
-36%
Net investment income
67
93
81
-28%
15%
Net realized investment gains (losses)
(3)
(39)
(30)
-92%
30%
Net gains (losses) on financial instruments at
fair value and foreign exchange
1
8
(47)
-88%
-117%
Fees and reimbursements
4
2
3
100%
-33%
Other net realized gains (losses)
-
(8)
(19)
-100%
-58%
Total revenues
99
86
35
15%
146%
Losses and loss adjustment
191
170
143
12%
19%
Amortization of deferred acquisition costs
7
7
11
-%
-36%
Operating
39
40
41
-3%
-2%
Total expenses
237
217
195
9%
11%
Income (loss) from continuing operations before
income taxes
$
(138) $
(131)
$
(160)
5%
-18%
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.
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. Refunding activity can vary significantly from
period to period based on issuer refinancing behavior. For 2024 and 2023, scheduled premiums earned were $26 million
and $28 million, respectively, and refunded premiums earned were $4 million and $2 million, respectively.
NET INVESTMENT INCOME The decrease in net investment income for 2024 compared with 2023 was primarily due to a
lower average invested asset base as a result of the dividend payments to National's ultimate parent, MBIA Inc., in 2023.
This decrease was partially offset by higher yields on investments.
NET REALIZED INVESTMENT GAINS (LOSSES) The net realized investment losses for 2023 related to sales of
securities from the ongoing management of our U.S. public finance investment portfolio, including to generate liquidity to
pay dividends and claims.
NET GAINS (LOSSES) ON FINANCIAL INSTRUMENTS AT FAIR VALUE AND FOREIGN EXCHANGE For 2023, net
gains on financial instruments at fair value and foreign exchange were driven by fair value gains on investments for which
the fair value option was elected primarily due to a decrease in interest rates.
OTHER NET REALIZED GAINS (LOSSES) For 2023, other net realized losses were primarily related to impairments of
certain investments that were in an unrealized loss position and which we intended to sell before their values recovered to
their amortized cost basis.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
33
RESULTS OF OPERATIONS (continued)
LOSSES AND LOSS ADJUSTMENT EXPENSES For 2024, losses and LAE incurred primarily related to changes in
PREPA reserves as a result of current developments in the PREPA remediation and extending the timing of a resolution.
For 2023, losses and LAE incurred related to updating PREPA scenarios to reflect the then Amended Plan Support
Agreement with PREPA and extending the timing of a resolution.
The following table presents information about our U.S. public finance insurance loss recoverable asset and loss and LAE
reserves liabilities as of December 31, 2024 and 2023:
December 31,
December 31,
Percent
In millions
2024
2023
Change
Assets:
Insurance loss recoverable
$
165
$
152
9%
Reinsurance recoverable on paid and unpaid losses (1)
16
11
45%
Liabilities:
Loss and LAE reserves
299
230
30%
Insurance loss recoverable - ceded (2)
2
1
100%
Net reserve (salvage)
$
120
$
68
76%
(1) - Reported within "Other assets" on our consolidated balance sheets.
(2) - Reported within "Other liabilities" on our consolidated balance sheets.
The changes to the insurance loss recoverable and loss and LAE reserves as of December 31, 2024 compared with
December 31, 2023, were primarily due to PREPA as discussed above. In addition, the increase in loss and LAE reserves
included reserves on a leased-back transaction and was partially offset by the January and July of 2024 PREPA claim
payments.
Refer to “Note 6: Loss and Loss Adjustment Expense Reserves” in the Notes to Consolidated Financial Statements in
Part II, Item 8 of this Form 10-K for additional information related to the Company’s loss reserves and recoveries and loss
reserving process.
POLICY ACQUISITION COSTS AND OPERATING EXPENSES U.S. public finance insurance segment expenses for the
years ended December 31, 2024, 2023 and 2022 are presented in the following table:
Years Ended December 31,
Percent Change
In millions
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
Gross expenses
$
39
$
40
$
41
-3 %
-2 %
Amortization of deferred acquisition costs
$
7
$
7
$
11
- %
-36 %
Operating
39
40
41
-3 %
-2 %
Total insurance operating expenses
$
46
$
47
$
52
-2 %
-10 %
Gross expenses represent total insurance expenses before the deferral of any policy acquisition costs.
When an insured obligation refunds, we accelerate to expense 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
2024 or 2023 as we did not write any new insurance business in those years.
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.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
34
RESULTS OF OPERATIONS (continued)
The following table presents the credit quality distribution of National’s U.S. public finance outstanding gross par insured
as of December 31, 2024 and 2023. Capital appreciation bonds 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.
Gross Par Outstanding
In millions
December 31, 2024
December 31, 2023
Rating
Amount
%
Amount
%
AAA
$
1,022
4.1%
$
1,283
4.5%
AA
10,574
41.8%
11,919
42.0%
A
10,023
39.6%
10,539
37.1%
BBB
1,740
6.9%
2,394
8.5%
Below investment grade
1,931
7.6%
2,242
7.9%
Total
$
25,290
100.0%
$
28,377
100.0%
U.S. Public Finance Insurance Puerto Rico Exposures
On May 3, 2017, the Oversight Board certified and filed a petition under Title III of the Puerto Rico Oversight,
Management, and Economic Stability Act for Puerto Rico with the District Court of Puerto Rico thereby commencing a
bankruptcy-like case for the Puerto Rico Commonwealth GO ("GO"). Under separate petitions, the Oversight Board
subsequently commenced Title III proceedings for the Puerto Rico Sales Tax Financing Corporation (“COFINA”), Puerto
Rico Highway and Transportation Authority ("HTA"), PREPA and the Public Buildings Authority (“PBA”) on May 5, 2017,
May 21, 2017, July 2, 2017 and September 27, 2019, respectively. On February 4, 2019, the District of Puerto Rico
entered the order confirming the Third Amended Title III Plan of Adjustment for COFINA. The Title III cases for GO and
PBA were confirmed on January 18, 2022, and became effective on March 15, 2022. The confirmation hearing for the
HTA Title III case was completed on August 17, 2022, and the confirmation order was entered on October 12, 2022,
which became effective on December 6, 2022.
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 $3.1 billion relating to GO, PBA, PREPA and HTA bonds through December 31, 2024, inclusive of the commutation
payment and the additional payment in the amount of $66 million in 2019 related to COFINA and the GO and HTA
acceleration and commutation payments of $277 million and $556 million, respectively, in 2022.
Status of Puerto Rico’s Fiscal Plans
On June 23, 2023, the Oversight Board filed a fiscal plan for PREPA for fiscal year 2023, which provided for
approximately $2.4 billion of distributions to PREPA bondholders. The University of Puerto Rico (the "University") is not a
debtor in Title III and continues to be current on its debt service payment. However, the University is subject to a standstill
agreement with its senior bondholders, which has been extended to May 31, 2025. National is not a party to the standstill
agreement. As of December 31, 2024, National had $62 million of debt service outstanding related to the University.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
35
RESULTS OF OPERATIONS (continued)
PREPA
National’s largest remaining exposure to Puerto Rico, by gross par outstanding, is to PREPA.
On January 31, 2023, National entered into the PREPA RSA with the Oversight Board, on behalf of itself and as the sole
Title III representative of PREPA. The Plan and related disclosure statement was filed on February 9, 2023.
Subsequently, both the Plan and PREPA RSA were amended. The Title III Court conducted confirmation hearings in
March 2024. On June 12, 2024, the First Circuit Court of Appeals reversed Judge Swain's prior rulings and supported
bondholder liens and claim amounts (the "Appeal Decision").The Oversight Board informed the Court that it intended to
file an amendment to the Plan it believed would account for the changes required by the First Circuit opinion. On June 26,
2024, the Oversight Board filed a petition for a First Circuit panel rehearing, and the UCC filed an en banc appeal. On
November 13, 2024, the First Circuit affirmed the Appeal Decision. On November 27, 2024, the Oversight Board filed a
petition for further rehearing, and on December 31, 2024, the First Circuit denied the rehearing request. Following a status
conference held on July 10, 2024, the Court imposed a 60-day stay of all litigation and other filings related to the amended
Plan, which stay was subsequently extended until March 24, 2025, and ordered the parties into mediation. Following the
Appeal Decision, the Oversight Board informed the Court, National and other parties that it intended to modify National’s
settlement in a forthcoming amended Plan. Thereafter, National provided notice to the Oversight Board that National did
not support the board's actions and that such actions constituted a breach and termination of the PREPA RSA, as
amended.
On June 22, 2020, the Oversight Board and the Puerto Rico P3 Authority announced an agreement and contract with
LUMA Energy, LLC (“LUMA”) which calls for LUMA to take full responsibility for the operation and maintenance of
PREPA’s transmission and distribution system; the contract runs for 15-years following a transition period. PREPA retains
ownership of the system as well as responsibility for the power generation system. LUMA assumed responsibility for
operations on June 1, 2021.
On September 18, 2020, FEMA and the PR COR3 Authority announced the commitment by FEMA to provide
approximately $11.6 billion (net of the required 10% cost share) to fund projects built by PREPA and the PR Department
of Education; approximately $9.4 billion (net) of this amount is designated for PREPA. LUMA is now involved in the
planning of the related projects as well as proceedings related thereto in front the PR Energy Bureau as well as PR-
COR3.
On January 25, 2023, the Oversight Board and Puerto Rico P3 Authority announced an agreement and contract with
Genera PR LLC (“Genera”) which calls for Genera to take full responsibility of the operation and maintenance of the
existing power generation assets owned by PREPA; the contract will run for 10-years following a transition period. PREPA
retains ownership of the assets.
The following table presents our scheduled gross debt service due on our PREPA insured exposures as of December 31,
2024, for each of the subsequent five years ending December 31, and thereafter:
In millions
2025
2026
2027
2028
2029
Thereafter
Total
Puerto Rico Electric Power Authority (PREPA)
$
105
$
57
$
20
$
20
$
89
$
379
$
670
Corporate Segment
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. MBIA Services is compensated for services at cost and its net revenues and
expenses are generally managed to break-even. Capital management includes activities related to servicing obligations
issued by MBIA Inc. and its subsidiary, MBIA Global Funding, LLC (“GFL”). 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.
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 ceased issuing new MTNs and investment agreements and the outstanding liability balances and
corresponding asset balances have declined over time as liabilities matured, terminated, 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)
36
RESULTS OF OPERATIONS (continued)
The following table summarizes the consolidated results of our corporate segment for the years ended December 31,
2024, 2023 and 2022:
Years Ended December 31,
Percent Change
In millions
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
Net investment income
$
30
$
25
$
22
20%
14%
Net realized investment gains (losses)
-
(33)
(10)
-100%
n/m
Net gains (losses) on financial instruments at fair
value and foreign exchange
14
8
99
75%
-92%
Fees
50
50
51
-%
-2%
Other net realized gains (losses)
2
1
5
100%
-80%
Total revenues
96
51
167
88%
-69%
Operating
61
77
58
-21%
33%
Interest
72
76
76
-5%
-%
Total expenses
133
153
134
-13%
14%
Income (loss) from continuing operations before
income taxes
$
(37)
$
(102)
$
33
-64%
n/m
____________________
n/m - Percent change not meaningful.
NET INVESTMENT INCOME The increase in net investment income for 2024 compared with 2023 was primarily due to
rebalancing the investment portfolio into higher yielding investments.
NET REALIZED INVESTMENT GAINS (LOSSES) The net realized investment losses for 2023 related to the sales of
securities to generate liquidity to terminate interest rate swaps.
NET GAINS (LOSSES) ON FINANCIAL INSTRUMENTS AT FAIR VALUE AND FOREIGN EXCHANGE Net gains
(losses) on financial instruments at fair value and foreign exchange were primarily driven by changes in market values on
interest rate swaps, changes in the revaluation of euro-denominated liabilities and changes in fair value on investments
for which the fair value option was elected. 2023 included fair value net gains of $14 million on interest rate swaps with no
comparable amounts for 2024. The 2023 gains were due to an increase in interest rates on swaps for which we received
floating rates. Substantially all of the interest rates swaps were terminated in the second half of 2023. In addition, 2024
included foreign currency gains of $8 million on euro-denominated liabilities compared with foreign currency losses of $6
million on these liabilities for 2023. This change was due to the U.S. dollar strengthening against the euro in 2024
compared with the U.S. dollar weakening against the euro in 2023. Also, 2024 included $6 million of fair value gains on
investments for which the fair value option was elected compared with $4 million of fair value gains in 2023.
OPERATING EXPENSE Operating expense decreased for 2024 compared with 2023 primarily due to a decrease in
compensation expense primarily related to restricted stock expense. Refer to “Note 14: Benefit Plans” in the Notes to
Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for additional information related to the Company’s
restricted stock expense.
International and Structured Finance Insurance Segment
Our international and structured finance insurance portfolio is 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.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
37
RESULTS OF OPERATIONS (continued)
MBIA Corp. insures sovereign-related and sub-sovereign bonds, utilities, privately issued bonds used for the financing of
projects that include toll roads, bridges, public transportation facilities, and other types of infrastructure projects serving a
substantial public purpose. MBIA Corp. also insures structured finance and asset-backed obligations repayable from
expected cash flows generated by a specified pool of assets, such as residential and commercial mortgages, consumer
loans and structured settlements. MBIA Insurance Corporation insures the investment agreements written by MBIA Inc.,
and if MBIA Inc. 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
insures debt obligations of GFL and obligations under certain types of derivative contracts. As of December 31, 2024,
MBIA Corp.’s total insured gross par outstanding was $2.3 billion. In addition, MBIA Corp. consolidates insured
transactions as VIEs if it determines it is the primary beneficiary, and deconsolidates such VIEs when it is no longer the
primary beneficiary.
MBIA Corp. has contributed to the Company’s 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. Based on MBIA Corp.’s current projected earnings and our expectation that it will not write new business
outside of remediation activities, 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 economic impact on MBIA Inc.
The following table presents our international and structured finance insurance segment results for the years ended
December 31, 2024, 2023 and 2022:
Years Ended December 31,
Percent Change
In millions
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
Net premiums earned
$
8
$
10
$
11
-20%
-9%
Net investment income
11
23
17
-52%
35%
Net realized investment gains (losses)
-
(4)
(1)
-100%
n/m
Net gains (losses) on financial instruments at fair
value and foreign exchange
(57)
(12)
(7)
n/m
71%
Fees and reimbursements
9
7
14
29%
-50%
Other net realized gains (losses)
(1)
3
7
-133%
-57%
Revenues of consolidated VIEs:
Net gains (losses) on financial instruments at fair
value and foreign exchange
(23)
(45)
(14)
-49%
n/m
Other net realized gains (losses)
(14)
(25)
19
-44%
n/m
Total revenues
(67)
(43)
46
56%
n/m
Losses and loss adjustment
(7)
7
(105)
n/m
-107%
Amortization of deferred acquisition costs
6
8
12
-25%
-33%
Operating
23
22
22
5%
-%
Interest
159
158
127
1%
24%
Expenses of consolidated VIEs:
Operating
17
11
8
55%
38%
Interest
1
1
3
-%
-67%
Total expenses
199
207
67
-4%
n/m
Income (loss) from continuing operations before
income taxes
$
(266) $
(250)
$
(21)
6%
n/m
_______________
n/m - Percent change not meaningful.
NET PREMIUMS EARNED Our international and structured finance insurance segment generates net premiums from
insurance policies accounted for as financial guarantee contracts. Net premiums earned represent gross premiums
earned net of premiums ceded to reinsurers, and include scheduled premium earnings and premium earnings from
refunded issues. Certain premiums may be eliminated in our consolidated financial statements as a result of the Company
consolidating VIEs. Net premiums earned were primarily non-U.S.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
38
RESULTS OF OPERATIONS (continued)
NET INVESTMENT INCOME The decrease in net investment income for 2024 compared with 2023 was primarily due to
the acceleration of accretion to par value in 2023 upon the redemption of securities that were purchased at a discount.
NET GAINS (LOSSES) ON FINANCIAL INSTRUMENTS AT FAIR VALUE AND FOREIGN EXCHANGE The net losses
for 2024 were primarily due to fair value losses on investments for which the fair value option was elected. The net losses
for 2023 were primarily driven by foreign exchange losses on non-U.S. dollar insurance balances and fair value losses on
investments for which the fair value option was elected.
REVENUES OF CONSOLIDATED VIEs The net losses of consolidated VIE revenues for 2024 and 2023 were primarily
driven by recognizing credit risk losses from the early redemptions of VIE liabilities and losses from the deconsolidation of
VIEs. For 2024 and 2023, net losses of consolidated VIE revenues included the reclassification of $28 million and $45
million, respectively, of credit risk losses from AOCI to net income (loss). In addition, 2023 included a loss of $7 million
from the deconsolidation of a VIE.
LOSSES AND LOSS ADJUSTMENT EXPENSES For 2024, the losses and LAE incurred benefit primarily related to an
increase in risk-free rates in 2024, which caused the present value of loss reserves, net of recoveries, to decline on our
insured RMBS loss reserves. This was partially offset by accretion and an increase in the secured overnight financing rate
("SOFR"), which increased loss reserves on insured RMBS floating rate liabilities.
For 2023, losses and LAE incurred primarily related to the termination of a first-lien RMBS insured transaction for which
claim payments were higher than previous reserves.
As a result of the consolidation of VIEs, loss and LAE excludes losses and LAE of $21 million and a losses and LAE
benefit of $30 million for 2024 and 2023, respectively, as VIE losses and LAE activity is eliminated in consolidation.
The following table presents information about our insurance loss recoverable and loss and LAE reserves as of December
31, 2024 and 2023.
December 31,
December 31,
Percent
In millions
2024
2023
Change
Assets:
Insurance loss recoverable
$
20
$
31
-35%
Reinsurance recoverable on paid and unpaid losses (1)
-
2
-100%
Liabilities:
Loss and LAE reserves
227
243
-7%
Net reserve (salvage)
$
207
$
210
-1%
_______________
(1) - Reported within "Other assets" on our consolidated balance sheets.
The insurance loss recoverable primarily relates to reimbursement rights arising from the payment of claims on MBIA
Corp.’s policies insuring certain RMBS transactions. Such payments also entitle MBIA Corp. to exercise certain rights and
remedies to seek recovery of its reimbursement entitlements. The decrease in MBIA Corp.’s loss and LAE reserves from
2023 was primarily due to claim payments and an increase in risk-free rates in 2024, which caused the present value of
reserves, net of recoveries, to decline. This decrease was partially offset by an increase in SOFR, which increased
reserves on floating rate liabilities, and accretion, primarily on our insured RMBS transactions.
Refer to "Note 6: Loss and Loss Adjustment Expense Reserves" in the Notes to Consolidated Financial Statements in
Part II, Item 8 of this Form 10-K for a description of the Company’s loss reserving policy and additional information related
to its loss reserves and recoverables.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
39
RESULTS OF OPERATIONS (continued)
POLICY ACQUISITION COSTS AND OPERATING EXPENSES International and structured finance insurance segment
expenses for the years ended December 31, 2024, 2023 and 2022 are presented in the following table:
Years Ended December 31,
Percent Change
In millions
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
Gross expenses
$
23
$
23
$
22
- %
5 %
Amortization of deferred acquisition costs
$
6
$
8
$
12
-25 %
-33 %
Operating
23
22
22
5 %
- %
Total insurance operating expenses
$
29
$
30
$
34
-3 %
-12 %
Gross expenses represent total insurance expenses before the deferral of any policy acquisition costs. We did not defer a
material amount of policy acquisition costs during 2024 or 2023 as no new business was written. Policy acquisition costs
in these periods were primarily related to ceding commissions and premium taxes on installment policies written in prior
periods.
INTEREST EXPENSE Interest expense relates to MBIA Corp.’s surplus notes that are indexed to 3-month SOFR. During
2023, the Company transitioned from the previously indexed 3-month London Interbank Offered Rate (“LIBOR”) rate to
the 3-month SOFR plus 0.26161%. Refer to the following “Liquidity and Capital Resources” section for more information
about MBIA Corp.’s surplus notes.
EXPENSES OF CONSOLIDATED VIEs The increase in expenses of consolidated VIEs for 2024 compared with 2023 was
primarily due to an increase in legal expenses related to a consolidated VIE.
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, 2024 and 2023, 24% and 26%, 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. Below investment grade insurance policies primarily included our first-lien RMBS and
CDO exposures.
Selected Portfolio Exposures
MBIA Corp. insures RMBS backed by residential mortgage loans, including first-lien alternative A-paper and subprime
mortgage loans directly through RMBS securitizations. As of December 31, 2024 and 2023, MBIA Corp. had $554 million
and $596 million, respectively, of first-lien RMBS gross par outstanding. These amounts include the gross par outstanding
related to transactions that the Company consolidates under accounting guidance for VIEs and includes international
exposure of $36 million and $39 million, as of December 31, 2024 and 2023, respectively. During 2024, MBIA Corp.
terminated all of its remaining ABS CDO exposure. As of December 31, 2023, MBIA Corp. insured $117 million of ABS
CDOs.
We may experience considerable incurred losses in certain of the above RMBS 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.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
40
RESULTS OF OPERATIONS (continued)
Effective in the first quarter of 2022, MBIA Corp. was granted a permitted practice by the NYSDFS related to the purchase
of certain MBIA Corp.-insured securities with gross case base loss reserves (“Remediation Securities”). The Remediation
Securities are being acquired with the intent to terminate or commute the related insurance policies. MBIA Corp. may
elect to sell the Remediation Securities to facilitate a termination or commutation.
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 12: Insurance in Force” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this
Form 10-K for a further discussion about reinsurance agreements.
LIQUIDITY AND CAPITAL RESOURCES
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.
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, 2024, 2023 and 2022:
Years Ended December 31,
Percent Change
In millions
2024
2023
2022
2024 vs 2023
2023 vs 2022
Statement of cash flow data:
Net cash provided (used) by:
Operating activities
$
(176)
$
(195)
$
(418)
-10%
-53%
Investing activities
287
767
623
-63%
23%
Financing activities
(132)
(542)
(285)
-76%
90%
Effect of exchange rate changes on cash and
cash equivalents
-
-
(2)
-%
-100%
Cash and cash equivalents - beginning of period
108
78
160
38%
-51%
Cash and cash equivalents - end of period
$
87
$
108
$
78
-19%
38%
Operating activities
Net cash used by operating activities decreased for 2024 compared with 2023 primarily due to a decrease in losses and
LAE and operating expenses paid in 2024, partially offset by higher net investment income and other proceeds from VIEs
in 2023.
Investing activities
Net cash provided by investing activities decreased for 2024 compared with 2023 primarily due to higher net proceeds
from the sales of investments in 2023 related to generating liquidity to pay the extraordinary dividend and to pay claims.
Financing activities
Net cash used by financing activities decreased for 2024 compared with 2023 primarily due to the extraordinary cash
dividend payment of $409 million to shareholders in 2023 and a net decrease in VIE-related cash activity of $29 million,
partially offset by an increase of $41 million of principal paydowns of non-VIE related debt for 2024 compared with 2023.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
41
LIQUIDITY AND CAPITAL RESOURCES (continued)
Consolidated 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. Fixed-maturity securities purchased
by the Company are generally designated as AFS. Our AFS investments comprise high-quality fixed-income securities
and short-term investments.
The credit quality distribution of the Company’s AFS fixed-maturity investment portfolios, excluding short-term
investments, are primarily based on ratings from Moody’s. 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, 2024, the weighted average credit quality rating of the Company’s AFS fixed-maturity investment
portfolio, excluding short-term investments, was Aa and 95% of the investments were investment grade.
The fair values of securities in the Company’s AFS fixed-maturity investment portfolio are sensitive to changes in interest
rates. Decreases in interest rates generally result in increases in the fair values of fixed-maturity securities and increases
in interest rates generally result in decreases in the fair values of fixed-maturity securities.
Refer to “Note 2: Significant Accounting Policies” and “Note 8: Investments” in the Notes to Consolidated Financial
Statements in Part II, Item 8 of this Form 10-K for further information about our accounting policies and investments.
Insured Investments
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. If the
Company determines that declines in the fair values of third-party Insured Investments are related to credit loss, the
Company will establish an allowance for credit losses and recognize the credit component through earnings.
As of December 31, 2024, Insured Investments at fair value represented $137 million or 8% of consolidated investments,
of which $128 million or 8% of consolidated investments were Company-Insured Investments. As of December 31, 2024,
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 below investment grade 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, 2024, 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.
National Liquidity
The primary sources of cash available to National are:
•
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.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
42
LIQUIDITY AND CAPITAL RESOURCES (continued)
The primary uses of cash by National are:
•
loss and LAE payments on insured transactions;
•
payments of dividends;
•
payments of operating expenses;
•
investment portfolio asset purchases; and
•
funding share repurchases.
As of December 31, 2024 and 2023, National held cash and investments of $1.2 billion and $1.3 billion, respectively, of
which $56 million and $75 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 U.S. public finance insurance segment’s financial
guarantee contracts generally cannot be accelerated by a party other than the insurer which helps to mitigate liquidity risk
in this segment.
As of December 31, 2024, National has a stand-alone NOL carryforward of $592 million. If National becomes profitable, it
is not expected to make any tax payments under our tax sharing agreement until it fully utilizes the available stand-alone
NOL.
Corporate Liquidity
The primary sources of cash available to MBIA Inc. are:
•
dividends from National;
•
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:
•
servicing outstanding unsecured corporate debt obligations and MTNs;
•
meeting collateral posting requirements under investment agreements;
•
payments of operating expenses;
•
funding share repurchases and debt buybacks; and
•
payment of dividends to shareholders.
As of December 31, 2024 and 2023, the liquidity positions of MBIA Inc. were $380 million and $411 million, respectively,
and included cash and cash equivalents and other investments comprised of highly rated commercial paper and U.S.
government and asset-backed bonds.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
43
LIQUIDITY AND CAPITAL RESOURCES (continued)
During 2024, National declared and paid an as-of-right dividend of $69 million to its ultimate parent, MBIA Inc. During
2023, National declared and paid an as-of-right dividend of $97 million to its ultimate parent, MBIA Inc. In addition, in
2023, National paid a $550 million special dividend that was approved by the NYSDFS to its ultimate parent, MBIA Inc.
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. There can be no assurance as to the amount and
timing of any future dividends from National. We expect that National will continue to seek approval to pay additional
special dividends to MBIA in future years. However, there can be no assurance whether or when the NYSDFS will
approve such requests and, if the NYSDFS does approve such dividends, in what amounts.
On December 7, 2023, the Company's Board of Directors declared an extraordinary cash dividend on MBIA’s common
stock of $8.00 per share. The dividend was paid on December 22, 2023 to shareholders of record as of the close of
business on December 18, 2023. Any future dividend payments by MBIA Inc. to shareholders are within the absolute
discretion of our board of directors and will depend on, among other things, the receipt of additional special dividends from
National, our results of operations, working capital requirements, capital expenditure requirements, financial condition,
level of indebtedness, contractual restrictions with respect to the payment of dividends, business opportunities, anticipated
cash needs, provisions of applicable law and other factors that our board of directors may deem relevant. Refer to the
following “Liquidity and Capital Resources-Capital Resources” section for additional information on payments of dividends.
We do not expect MBIA Inc. to receive dividends from MBIA Corp.
Currently, a 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), which limits its ability to raise liquidity through
asset sales of these securities. As the market value or rating eligibility of the assets pledged against MBIA Inc.’s
obligations declines, we are 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 sales of invested assets exposed to credit spread stress risk, which may
occur at losses, and 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:
•
recoveries associated with insurance loss payments;
•
principal and interest receipts on assets held in its investment portfolio, including the proceeds from the sale of
assets; and
•
installment premiums and fees.
The primary uses of cash by MBIA Corp. are:
•
loss and LAE or commutation payments on insured transactions; and
•
payments of operating expenses.
As of December 31, 2024 and 2023, MBIA Corp. held cash and investments of $243 million and $323 million,
respectively, of which $27 million and $41 million were cash and cash equivalents or liquid investments comprised of
money market funds and municipal, U.S. Treasury and corporate bonds that were immediately available to MBIA
Insurance Corporation.
Insured transactions that require payment of scheduled debt service payments insured when due or 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 is made. 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.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
44
LIQUIDITY AND CAPITAL RESOURCES (continued)
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 SOFR plus
0.51161%. The agreement also permits other affiliates to make advances to National or MBIA Insurance Corporation at a
rate per annum equal to SOFR plus 0.16161%. Advances by National cannot exceed 3% of its net admitted assets as of
the last quarter end. As of December 31, 2024 and 2023, there were no amounts drawn under the agreement.
Contractual Obligations
The following table summarizes the Company’s future estimated cash payments relating to contractual obligations as of
December 31, 2024. 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 the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for additional information about
these contractual obligations, including “Note 6: Loss and Loss Adjustment Expense Reserves” and “Note 12: Insurance
in Force” for additional information about our insurance claim obligations and exposures under our insurance contracts.
Due Within
In millions
Total
1 Year
U.S. public finance insurance segment:
Gross insurance claim obligations (1)
$
774
$
131
Lease liability
7
7
Corporate segment:
Long-term debt
336
63
Investment agreements
256
41
Medium-term notes
629
4
International and structured finance insurance segment:
Gross insurance claim obligations (1)
425
24
Surplus notes
3,685
1,643
Total
$
6,112
$
1,913
________________
(1) - Amounts exclude any recoveries the Company expects to receive related to these estimated payments or to prior paid claims.
Gross insurance claim obligations represent the future value of probability-weighted payments the Company’s insurance
companies expect to make (before reinsurance and the consolidation of VIEs) under insurance policies for which the
Company has recorded loss reserves. Certain probability-weighted payments incorporate commutation and/or
acceleration of specific exposures and, therefore, expected payments may differ from those the Company is contractually
obligated to make. Also, these amounts exclude any recoveries National or MBIA Corp. expect to receive related to these
estimated payments or to claims paid in prior periods. For certain of our estimated future payments, the amount of
recoveries expected to be received in the future will offset some or all of the payments.
Estimated potential insurance claim payments for 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, 2024, VIE notes issued by issuer-sponsored consolidated
VIEs totaled $31 million 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 and surplus notes 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,
2024. Principal payments under investment agreements are based on contractual maturity and exclude puttable options.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
45
LIQUIDITY AND CAPITAL RESOURCES (continued)
All other principal payments are based on contractual maturity dates. Refer to “Note 9: Debt” in the Notes to Consolidated
Financial Statements in Part II, Item 8 of this Form 10-K for information about MBIA Inc.’s debt obligations.
Included in the international and structured finance insurance segment’s surplus notes due within one year is $1.6 billion
of unpaid interest related to 2013 through 2024 interest payments for 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 from the NYSDFS. 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 its scheduled interest payment date. Refer to “MBIA Insurance Corporation – Capital
and surplus” section below for additional information on MBIA Insurance Corporation’s surplus notes and statutory capital.
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 and surplus notes issued by MBIA Corp.
In addition to scheduled debt maturities, from time to time, we reduce unsecured debt through calls or repurchases. Also,
MBIA Inc. may repurchase or National may purchase outstanding MBIA Inc. common shares when we deem it beneficial
to our shareholders. Purchases or repurchases of debt and 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 may also choose to
redeem debt obligations where permitted by the relevant agreements. MBIA Inc. or National may acquire or redeem
outstanding common shares of MBIA Inc. and outstanding debt obligations at prices when we deem it beneficial to our
shareholders. Refer to "Note 16: Common and Preferred Stock" in the Notes to Consolidated Financial Statements in Part
II, Item 8 of this Form 10-K for information about MBIA Inc.'s share repurchases and National's share purchases. Also,
refer to "Note 9: Debt" in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for
information about debt repurchases or redemptions. 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 National; 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 and Capital Resources—
Liquidity—Corporate Liquidity” section included herein for additional information about MBIA Inc.’s liquidity.
Insurance Statutory Capital
National and MBIA Insurance Corporation are incorporated and licensed in, and are subject to primary insurance
regulation and supervision by the NYSDFS. MBIA Mexico is regulated by the Comisión Nacional de Seguros y Fianzas in
Mexico. We have commenced the process of dissolving MBIA Mexico under Mexican law. 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 with statutory accounting principles (“U.S. STAT”) and
assist our regulators in evaluating minimum standards of solvency, including minimum capital requirements, and business
conduct.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
46
LIQUIDITY AND CAPITAL RESOURCES (continued)
National – Statutory Capital and Surplus
National had statutory capital of $912 million and $1.1 billion as of December 31, 2024 and 2023, respectively. As of
December 31, 2024, National’s policyholders' surplus was $602 million. For 2024 and 2023, National had statutory net
loss of $133 million and $142 million, respectively. Refer to the “National — Claims - Paying Resources (Statutory Basis)”
section below for additional information on National’s statutory capital.
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. As of December 31, 2024, National was in
compliance with its aggregate risk limits under New York Insurance Law (“NYIL”), but was not in compliance with certain
of its single risk limits. Since National does not comply with certain of its single risk limits, the NYSDFS could prevent
National from transacting any new financial guarantee insurance business.
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, 2024 from which it may pay dividends, subject to the limitations
described above. During 2024, National declared and paid an as-of-right dividend of $69 million to its ultimate parent,
MBIA Inc. During 2023, National paid a $550 million special dividend that was approved by the NYSDFS to its ultimate
parent, MBIA Inc. In addition, in 2023, National declared and paid an as-of-right dividend of $97 million to its ultimate
parent, MBIA Inc.
National – 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, 2024 and 2023 are presented in the following table:
As of December 31,
As of December 31,
In millions
2024
2023
Policyholders' surplus
$
602
$
763
Contingency reserves
310
354
Statutory capital
912
1,117
Unearned premiums
208
237
Present value of installment premiums (1)
95
101
Premium resources (2)
303
338
Net loss and LAE reserves (1)
130
75
Salvage reserves on paid claims (1)
162
151
Gross loss and LAE reserves
292
226
Total claims-paying resources
$
1,507
$
1,681
________________
(1) - Calculated using a discount rate of 4.78% and 4.67% as of December 31, 2024 and 2023, respectively.
(2) - Includes financial guarantee and insured derivative related premiums.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
47
LIQUIDITY AND CAPITAL RESOURCES (continued)
MBIA Insurance Corporation – Statutory Capital and Surplus
MBIA Insurance Corporation had statutory capital of $88 million and $152 million as of December 31, 2024 and 2023,
respectively. As of December 31, 2024, MBIA Insurance Corporation’s policyholders’ surplus was $83 million. For 2024
and 2023, MBIA Insurance Corporation had statutory net losses of $64 million and $28 million, respectively. Refer to the
“MBIA Insurance Corporation — Claims - Paying Resources (Statutory Basis)” section below for additional information on
MBIA Insurance Corporation’s statutory capital.
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. In addition, 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, 2024, 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, 2024, 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.
Since MBIA Insurance Corporation does not comply with its single risk limits, the NYSDFS could prevent MBIA Insurance
Corporation from transacting any new financial guarantee insurance business.
MBIA Insurance Corporation is also required to maintain contingency reserves to provide protection to policyholders in the
event of extreme losses in adverse economic events. MBIA Corp. maintains a fixed $5 million of contingency reserves.
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 dividends.
The NYSDFS has not approved MBIA Insurance Corporation’s requests to make interest payments on MBIA Insurance
Corporation’s 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, 2025, the most recent
scheduled interest payment date, there was $1.6 billion 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, 2024, MBIA Insurance Corporation had “free and divisible surplus” of $65 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.
MBIA Insurance Corporation — 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.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
48
LIQUIDITY AND CAPITAL RESOURCES (continued)
MBIA Corp.’s CPR and components thereto, as of December 31, 2024 and 2023 are presented in the following table:
As of December 31,
As of December 31,
In millions
2024
2023
Policyholders’ surplus
$
83
$
147
Contingency reserves
5
5
Statutory capital
88
152
Unearned premiums
21
30
Present value of installment premiums (1)
20
26
Premium resources (2)
41
56
Net loss and LAE reserves (1)
57
27
Salvage reserves on paid claims (1) (3)
170
269
Gross loss and LAE reserves
227
296
Total claims-paying resources
$
356
$
504
________________
(1) - Calculated using a discount rate of 5.42% and 5.48% as of December 31, 2024 and 2023, respectively.
(2) - Includes financial guarantee and insured derivative related premiums.
(3) - This amount primarily consists of expected recoveries related to the payment of claims on insured CDOs and RMBS. In addition, the December 31, 2023 amount
includes salvage related to a permitted practice granted by NYSDFS.
CRITICAL ACCOUNTING ESTIMATES
We prepare our consolidated financial statements in accordance with GAAP, which requires the use of estimates and
assumptions. Refer to “Note 2: Significant Accounting Policies” in the Notes to Consolidated Financial Statements in Part
II, Item 8 of this Form 10-K for a discussion of our significant accounting policies and methods used in the preparation of
our consolidated financial statements.
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 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 other expected consideration. Factors that may affect the actual ultimate realized losses for
any policy include economic conditions and trends, political developments, levels of interest rates, borrower behavior, the
default rate and salvage values of specific collateral or other expected consideration, and our ability to enforce contractual
rights through litigation and otherwise. Also, any adverse developments on macroeconomic factors could result in new or
additional losses on insured obligations. Our remediation strategy for an insured obligation that has defaulted or is
expected to default may also have an impact on our loss reserves.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
49
CRITICAL ACCOUNTING ESTIMATES (continued)
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 in
Part II, Item 8 of this Form 10-K for further information on 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.
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 5% and 7% of total assets
measured at fair value on a recurring basis as of December 31, 2024 and 2023, respectively. Level 3 liabilities
represented approximately 99% of total liabilities measured at fair value on a recurring basis as of December 31, 2024
and 2023.
Refer to “Note 7: Fair Value of Financial Instruments” in the Notes to Consolidated Financial Statements in Part II, Item 8
of this Form 10-K for further information about our financial assets and liabilities that are accounted for at fair value,
including valuation techniques and significant inputs used to estimate fair values.
50
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, 2024 from instantaneous shifts in interest rates:
Change in Interest Rates
300 Basis
200 Basis
100 Basis
100 Basis
200 Basis
300 Basis
Point
Point
Point
Point
Point
Point
In millions
Decrease
Decrease
Decrease
Increase
Increase
Increase
Estimated change in fair value
$
173
$
106
$
46
$
(37)
$
(68)
$
(93)
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, 2024 from
instantaneous shifts in foreign exchange rates:
Change in Foreign Exchange Rates
Dollar Weakens
Dollar Strengthens
In millions
20%
10%
10%
20%
Estimated change in fair value
$
(14)
$
(7)
$
7
$
14
CREDIT SPREAD 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, 2024 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. 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:
Change in Credit Spreads
50 Basis
50 Basis
200 Basis
Point
Point
Point
In millions
Decrease
Increase
Increase
Estimated change in fair value
$
29
$
(36)
$
(101)
51
Item 8. Financial Statements
MBIA INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
52
Consolidated Balance Sheets as of December 31, 2024 and 2023
54
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022
55
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022
56
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022
57
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
58
Notes to Consolidated Financial Statements
59
Note 1: Business Developments and Risks and Uncertainties
59
Note 2: Significant Accounting Policies
63
Note 3: Recent Accounting Pronouncements
69
Note 4: Variable Interest Entities
70
Note 5: Insurance Premiums
72
Note 6: Loss and Loss Adjustment Expense Reserves
74
Note 7: Fair Value of Financial Instruments
80
Note 8: Investments
91
Note 9: Debt
96
Note 10: Income Taxes
98
Note 11: Business Segments
102
Note 12: Insurance in Force
106
Note 13: Insurance Regulations and Dividends
109
Note 14: Benefit Plans
110
Note 15: Earnings Per Share
113
Note 16: Common and Preferred Stock
114
Note 17: Accumulated Other Comprehensive Income
115
Note 18: Commitments and Contingencies
116
52
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, 2024 and 2023 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, 2024,
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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in
the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the COSO.
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 on Internal Control over Financial Reporting appearing under Item 9A. 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.
53
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.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that (i) relates
to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
Certain Loss and Loss Adjustment Expense (LAE) Reserves and Insurance Loss Recoverable - U.S. Public Finance
Insurance
As described in Notes 1, 2 and 6 to the consolidated financial statements, management recognizes loss reserves on a
contract-by-contract basis when the present value of probability-weighted 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. In
addition, management recognizes potential recoveries on paid claims based on probability-weighted cash inflows present
valued at applicable risk-free rates as of the measurement date. Management 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. As of December 31, 2024, for U.S. Public Finance Insurance, the
loss and LAE reserves were $299 million and the insurance loss recoverable was $165 million, both of which primarily
relate to insured debt obligations of Puerto Rico. In formulating loss reserves and recoveries for its Puerto Rico
exposures, estimates in management’s probability-weighted scenarios include assumptions related to the nature, value,
and timing of net cash flows considering the following: environmental, economic, and political developments on the island;
litigation and ongoing discussions with creditors and obligors on the Title III proceedings; contractual debt service
payments; any existing settlement agreements or proposals and deviations from these proposals; the remediation
strategy for insured obligations that have defaulted or are expected to default; and values of other obligations of the
issuer.
The principal considerations for our determination that performing procedures relating to certain loss and LAE reserves
and insurance loss recoverable for U.S. Public Finance Insurance is a critical audit matter are (i) the significant judgment
by management in developing the estimates for the loss and LAE reserves and insurance loss recoverable, (ii) a high
degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s
aforementioned assumptions used in the cash flow models, and (iii) the audit effort involved the use of professionals with
specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls
relating to the development of the estimates for certain loss and LAE reserves and insurance loss recoverable for U.S.
Public Finance Insurance, including controls over the cash flow models and the development of significant assumptions.
These procedures also included, among others, (i) testing management’s process for developing the estimates for the
loss and LAE reserves and insurance loss recoverable for U.S. Public Finance Insurance, (ii) evaluating the
appropriateness of management’s cash flow models, (iii) testing the completeness and accuracy of data provided by
management and used in management’s models, and (iv) the involvement of professionals with specialized skill and
knowledge to assist in evaluating the reasonableness of the aforementioned assumptions used in certain of
management’s cash flow models.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 27, 2025
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)
54
December 31, 2024
December 31, 2023
Assets
Investments:
Fixed-maturity securities held as available-for-sale, at fair value (amortized cost $1,080
and $1,175)
$
925
$
1,043
Investments carried at fair value
237
337
Short-term investments, at fair value (amortized cost $492 and $548)
492
548
Other investments at amortized cost
1
3
Total investments
1,655
1,931
Cash and cash equivalents
84
104
Premiums receivable (net of allowance for credit losses of $- and $- )
133
146
Deferred acquisition costs
27
31
Insurance loss recoverable
185
183
Assets held for sale
11
73
Other assets
42
76
Assets of consolidated variable interest entities:
Cash
3
3
Investments carried at fair value
-
22
Loans receivable at fair value
28
35
Other assets
-
2
Total assets
$
2,168
$
2,606
Liabilities and Equity
Liabilities:
Unearned premium revenue
$
199
$
232
Loss and loss adjustment expense reserves
526
473
Long-term debt
2,741
2,585
Medium-term notes (includes financial instruments carried at fair value of $35 and $40)
440
497
Investment agreements
204
221
Liabilities held for sale
7
64
Other liabilities
78
86
Liabilities of consolidated variable interest entities:
Variable interest entity debt (includes financial instruments carried at fair value of $31
and $78)
43
81
Derivative liabilities
6
14
Total liabilities
4,244
4,253
Commitments and contingencies (Refer to Note 18)
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--283,186,115 and 283,186,115
283
283
Additional paid-in capital
2,492
2,515
Retained earnings (deficit)
(1,591)
(1,144)
Accumulated other comprehensive income (loss), net of tax of $7 and $7
(128)
(139)
Treasury stock, at cost--232,215,934 and 232,323,184 shares
(3,145)
(3,172)
Total shareholders' equity of MBIA Inc.
(2,089)
(1,657)
Preferred stock of subsidiary and noncontrolling interest held for sale
13
10
Total equity
(2,076)
(1,647)
Total liabilities and equity
$
2,168
$
2,606
The accompanying notes are an integral part of the consolidated financial statements.
MBIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions except share amounts)
55
Years Ended December 31,
2024
2023
2022
Revenues
Premiums earned:
Scheduled premiums earned
$
32
$
35
$
39
Refunding premiums earned
4
2
14
Premiums earned (net of ceded premiums of $1, $1, and $1)
36
37
53
Net investment income
84
116
95
Net realized investment gains (losses)
(3)
(76)
(41)
Net gains (losses) on financial instruments at fair value and foreign exchange
(42)
4
45
Fees and reimbursements
3
-
5
Other net realized gains (losses)
1
(4)
(8)
Revenues of consolidated variable interest entities:
Net gains (losses) on financial instruments at fair value and foreign exchange
(23)
(45)
(14)
Other net realized gains (losses)
(14)
(25)
19
Total revenues
42
7
154
Expenses
Losses and loss adjustment
184
177
38
Amortization of deferred acquisition costs
4
5
8
Operating
69
87
68
Interest
208
210
179
Expenses of consolidated variable interest entities:
Operating
17
11
8
Interest
1
1
1
Total expenses
483
491
302
Income (loss) from continuing operations before income taxes
(441)
(484)
(148)
Provision (benefit) for income taxes
-
-
1
Income (loss) from continuing operations
(441)
(484)
(149)
Income (loss) from discontinued operations, net of income taxes
(3)
(3)
(54)
Net income (loss)
(444)
(487)
(203)
Less: Net income from discontinued operations attributable to noncontrolling
interest
3
4
(8)
Net income (loss) attributable to MBIA Inc.
$
(447)
$
(491)
$
(195)
Net income (loss) per common share attributable to MBIA Inc. - basic and
diluted
Continuing operations
$
(9.31)
$
(10.03)
$
(3.00)
Discontinued operations
(0.12)
(0.15)
(0.92)
Net income (loss) per common share attributable to MBIA Inc. - basic and diluted
$
(9.43)
$
(10.18)
$
(3.92)
Weighted average number of common shares outstanding
Basic
47,436,079
48,207,574
49,803,739
Diluted
47,436,079
48,207,574
49,803,739
The accompanying notes are an integral part of the consolidated financial statements.
MBIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
56
Years Ended December 31,
2024
2023
2022
Net income (loss) attributable to MBIA Inc.
$
(447)
$
(491)
$
(195)
Other comprehensive income (loss):
Available-for-sale securities with no credit losses:
Unrealized gains (losses) arising during the period
(19)
33
(362)
Reclassification adjustments for (gains) losses included in net income (loss)
3
67
(10)
Foreign currency translation:
Foreign currency translation gains (losses)
(1)
-
2
Instrument-specific credit risk of liabilities measured at fair value:
Unrealized gains (losses) arising during the period
-
(1)
(31)
Reclassification adjustments for (gains) losses included in net income (loss)
28
45
18
Total other comprehensive income (loss)
11
144
(383)
Comprehensive income (loss) attributable to MBIA Inc.
$
(436)
$
(347)
$
(578)
The accompanying notes are an integral part of the consolidated financial statements.
MBIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In millions except share and per share amounts)
57
Years Ended December 31,
2024
2023
2022
Common shares
Balance at beginning and end of year
283,186,115
283,186,115
283,186,115
Common stock amount
Balance at beginning and end of year
$
283
$
283
$
283
Additional paid-in capital
Balance at beginning of year
$
2,515
$
2,925
$
2,931
Cash dividends paid ($8.00 per common share)
-
(409)
-
Share-based compensation
(23)
(1)
(6)
Balance at end of year
$
2,492
$
2,515
$
2,925
Retained earnings (deficit)
Balance at beginning of year
$
(1,144)
$
(653)
$
(458)
Net income (loss) attributable to MBIA Inc.
(447)
(491)
(195)
Balance at end of year
$
(1,591)
$
(1,144)
$
(653)
Accumulated other comprehensive income (loss)
Balance at beginning of year
$
(139)
$
(283)
$
100
Other comprehensive income (loss)
11
144
(383)
Balance at end of year
$
(128)
$
(139)
$
(283)
Treasury shares
Balance at beginning of year
(232,323,184)
(228,333,444)
(228,630,003)
Treasury shares acquired under share repurchase program
-
(3,568,886)
-
Other
107,250
(420,854)
296,559
Balance at end of year
(232,215,934)
(232,323,184)
(228,333,444)
Treasury stock amount
Balance at beginning of year
$
(3,172)
$
(3,154)
$
(3,169)
Treasury shares acquired under share repurchase program
-
(29)
-
Other
27
11
15
Balance at end of year
$
(3,145)
$
(3,172)
$
(3,154)
Total shareholders' equity of MBIA Inc.
Balance at beginning of year
$
(1,657)
$
(882)
$
(313)
Period change
(432)
(775)
(569)
Balance at end of year
$
(2,089)
$
(1,657)
$
(882)
Preferred stock of subsidiary shares
Balance at beginning and end of year
1,315
1,315
1,315
Preferred stock of subsidiary and noncontrolling interest held for
sale
Balance at beginning of year
$
10
6
13
Period change
3
4
(7)
Balance at end of year
$
13
$
10
$
6
Total equity
$
(2,076)
$
(1,647)
$
(876)
The accompanying notes are an integral part of the consolidated financial statements.
MBIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
58
Years Ended December 31,
2024
2023
2022
Cash flows from operating activities:
Premiums, fees and reimbursements received
$
17
$
18
$
25
Investment income received
57
105
92
Proceeds from litigation settlement
-
-
18
Financial guarantee losses and loss adjustment expenses paid
(157)
(214)
(1,108)
Proceeds from recoveries and reinsurance, net of salvage paid to reinsurers
22
10
694
Operating expenses paid and other operating
(57)
(71)
(97)
Other proceeds from consolidated variable interest entities
2
28
-
Interest paid, net of interest converted to principal
(53)
(64)
(43)
Income taxes (paid) received
-
-
(1)
Cash (used) provided by discontinued operations
(7)
(7)
2
Net cash provided (used) by operating activities
(176)
(195)
(418)
Cash flows from investing activities:
Purchases of available-for-sale investments
(210)
(366)
(1,009)
Sales of available-for-sale investments
115
943
1,100
Paydowns, maturities and other proceeds of available-for-sale investments
207
214
411
Purchases of investments at fair value
(114)
(77)
(148)
Sales, paydowns, maturities and other proceeds of investments at fair value
189
279
228
Sales, paydowns and maturities (purchases) of short-term investments, net
76
(186)
31
Paydowns and maturities of loans receivable
6
9
8
Consolidation/(deconsolidation) of variable interest entities
-
(2)
2
(Payments) proceeds for derivative settlements
(1)
(38)
(10)
Proceeds (payments) from discontinued operations
19
(9)
10
Net cash provided (used) by investing activities
287
767
623
Cash flows from financing activities:
Proceeds from investment agreements
-
7
8
Principal paydowns of investment agreements
(5)
(12)
(54)
Principal paydowns of medium-term notes
(62)
(15)
(74)
Proceeds from variable interest entity debt
8
62
2
Principal paydowns/redemptions of variable interest entity debt
(59)
(142)
(135)
Dividends paid
-
(409)
-
Principal paydowns of long-term debt
(1)
-
(29)
Purchases of treasury stock
(4)
(38)
(3)
Cash provided (used) by discontinued operations
(9)
5
-
Net cash provided (used) by financing activities
(132)
(542)
(285)
Effect of exchange rate changes on cash and cash equivalents
-
-
(2)
Net increase (decrease) in cash and cash equivalents
(21)
30
(82)
Cash and cash equivalents - beginning of year
108
78
160
Cash and cash equivalents - end of year
$
87
$
108
$
78
Reconciliation of net income (loss) to net cash provided (used) by operating
activities:
Net income (loss)
$
(444)
$
(487)
$
(203)
Income (loss) from discontinued operations, net of income taxes
(3)
(3)
(54)
Income (loss) from continuing operations
(441)
(484)
(149)
Adjustments to reconcile net income (loss) from continuing operations to net cash
provided (used) by operating activities:
Change in:
Premiums receivable
13
14
32
Unearned premium revenue
(33)
(34)
(56)
Loss and loss adjustment expense reserves
53
24
(468)
Insurance loss recoverable
(2)
(46)
120
Accrued interest payable
162
159
145
Other assets and liabilities
8
(1)
(67)
Net realized investment gains (losses)
3
76
41
Net (gains) losses on financial instruments at fair value and foreign exchange
65
41
(31)
Other net realized (gains) losses
13
29
(11)
Other operating
(17)
27
26
Total adjustments to income (loss) from continuing operations
265
289
(269)
Net cash provided (used) by operating activities
$
(176)
$
(195)
$
(418)
Supplementary Disclosure of Consolidated Cash Flow Information:
Non-cash investing activities:
Loans receivable disposed of a variable interest entity
$
-
$
28
$
-
Other investments, received from sale of net assets held for sale
-
3
-
Fixed-maturity securities held as available-for-sale, received as salvage
-
-
582
Investments carried at fair value, received as salvage
-
-
277
Non-cash financing activities:
Variable interest entity notes disposed of upon deconsolidation
-
22
-
The accompanying notes are an integral part of the consolidated financial statements.
59
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 managed through MBIA
Inc. and several of its subsidiaries, including its service company, MBIA Services Corporation (“MBIA Services”) and its
international and structured finance insurance business is managed through MBIA Insurance Corporation and its subsidiaries
(“MBIA Corp.”).
Refer to “Note 11: Business Segments” for further information about the Company’s operating segments.
Business Developments
PREPA
During 2024, the Puerto Rico Electric Power Authority (“PREPA”) defaulted on scheduled debt service for National insured
bonds and National paid gross claims in the aggregate of $137 million. As of December 31, 2024, National had $670 million of
debt service outstanding related to PREPA.
In January 1, 2025, PREPA defaulted on scheduled debt service for National insured bonds and National paid gross claims in
the aggregate of $13 million.
On January 31, 2023, National entered into a restructuring support agreement (“PREPA RSA”) with the Financial Oversight and
Management Board for Puerto Rico (the “Oversight Board”), on behalf of itself and as the sole Title III representative of PREPA.
A plan of adjustment for PREPA (the "Plan") and related disclosure statement was filed on February 9, 2023. Subsequently, both
the Plan and PREPA RSA were amended. The Title III Court conducted confirmation hearings in March 2024. On June 12, 2024,
the First Circuit Court of Appeals reversed Judge Swain's prior rulings and supported bondholder liens and claim amounts (the
"Appeal Decision"). On June 26, 2024, the Oversight Board filed a petition for a First Circuit panel rehearing, and the Unsecured
Creditors Committee ("UCC") filed an en banc appeal. On November 13, 2024, the First Circuit affirmed the Appeal Decision. On
November 27, 2024, the Oversight Board filed a petition for further rehearing, and on December 31, 2024, the First Circuit
denied the rehearing request. Following a status conference held on July 10, 2024, the Court imposed a 60-day stay of all
litigation and other filings related to the amended Plan, which stay was subsequently extended until March 24, 2025, and
ordered the parties into mediation. Following the Appeal Decision, the Oversight Board informed the Court, National and other
parties that it intended to modify National’s settlement in a forthcoming amended Plan. Thereafter, National provided notice to
the Oversight Board that National did not support the board's actions and that such actions constituted a breach and termination
of the PREPA RSA, as amended. There is no assurance that a plan that is substantially similar in the treatment of National's
claims and rights will ultimately be confirmed and become effective. In the event of a substantially different confirmed plan,
National’s PREPA loss reserves and recoveries could be materially adversely affected. Refer to “Note 6: Loss and Loss
Adjustment Expense Reserves” for a further discussion of the Company’s PREPA reserves and recoveries.
60
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1: Business Developments and Risks and Uncertainties (continued)
Zohar CDOs
Payment of claims on MBIA Corp.’s policies insuring the Class A-1 and A-2 notes issued by Zohar collateralized debt obligation
(“CDO”) 2003-1, Limited (“Zohar I”) and Zohar II 2005-1, Limited (“Zohar II”) (collectively, the “Zohar CDOs”), entitled 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. Pursuant to a plan of liquidation that became effective in August of 2022, all remaining loans made to, and equity
interests in, portfolio companies, were distributed to MBIA Corp. either directly or in the form of interests in certain asset recovery
entities. For those portfolio companies in which the Company does not have a majority of the voting interest, the Company
recorded these assets as investments. For those portfolio companies in which the Company owns a majority of the voting
interest, the Company consolidated the assets, liabilities, and financial results of these companies and classified these entities
as discontinued operations and held for sale. Refer to “Note 2: Significant Accounting Policies” for the Company’s accounting
policies related to its net assets held for sale and discontinued operations. In addition, certain of the Zohar debtors’ litigation
claims were transferred into a litigation trust that the Company consolidated as a variable interest entity (“VIE”).
There still remains significant uncertainty with respect to the realizable value of the remaining loans to and equity interests in
these portfolio companies and the litigation trust. Further, as the monetization of these assets unfolds, and new information
concerning the financial condition of the portfolio companies is disclosed, the Company will continue to revise its expectations for
recoveries.
Discontinued Operations
As of December 31, 2024 and 2023, the assets and liabilities of these entities are presented within “Assets held for sale” and
“Liabilities held for sale” on the Company’s consolidated balance sheets. Additionally, the results of operations for these entities
are classified as “Income from discontinued operations, net of income taxes” on the Company’s consolidated statements of
operations for the years ended December 31, 2024, 2023 and 2022. During 2024, certain net assets of one of the Company's
Zohar-related portfolio companies that were classified as held for sale were disposed. Any remaining assets and liabilities are
being wound-down and were classified as held for use. Also, during 2023, certain net assets of another Zohar-related portfolio
company that were classified as held for sale were disposed. The consideration received as part of these dispositions were
approximate to the carrying values of the assets and liabilities sold.
61
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1: Business Developments and Risks and Uncertainties (continued)
The following table summarizes the components of assets and liabilities held for sale:
As of
In millions
December 31, 2024
December 31, 2023
Assets held for sale
Cash
$
-
$
1
Accounts receivable
1
17
Goodwill
11
90
Other assets
2
9
Loss on disposal group
(3)
(44)
Total assets held for sale
$
11
$
73
Liabilities held for sale
Accounts payable
$
1
$
7
Debt
1
39
Accrued expenses and other
5
18
Total liabilities held for sale
$
7
$
64
The results of operations from discontinued operations for the years ended December 31, 2024, 2023 and 2022 consist of the
following:
Years Ended December 31,
In millions
2024
2023
2022
Revenues:
Revenues
$
59
$
116
$
58
Cost of sales
28
58
29
Total revenues from discontinued operations
31
58
29
Expenses:
Operating
31
67
28
Interest
3
4
1
Increase (decrease) on loss on disposal group
-
(10)
54
Total expenses from discontinued operations
34
61
83
Income (loss) before income taxes from discontinued operations
(3)
(3)
(54)
Provision (benefit) for income taxes from discontinued operations
-
-
-
Income (loss) from discontinued operations, net of income taxes
$
(3)
$
(3)
$
(54)
Dividends
In December of 2024 and November of 2023, National declared and paid as-of-right dividends of $69 million and $97 million,
respectively, to its ultimate parent, MBIA Inc. In addition, on December 7, 2023, National paid a $550 million special dividend
that was approved by the New York State Department of Financial Services (“NYSDFS”) to its ultimate parent, MBIA Inc. Also on
December 7, 2023, the Company's Board of Directors declared an extraordinary cash dividend on MBIA’s common stock of
$8.00 per share. The dividend was paid on December 22, 2023 to shareholders of record as of the close of business on
December 18, 2023. Due to the absence of retained earnings for MBIA Inc., the Company accounted for the dividend as a return
of capital that was paid from additional paid-in capital on the Company's consolidated balance sheet.
62
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 materially 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.
National’s Insured Portfolio
National continues to monitor and remediate its existing insured portfolio. 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. In
particular, PREPA is currently in bankruptcy-like proceedings in the United States District Court for the District of Puerto Rico.
Refer to the “PREPA” section above for further information. National monitors and analyzes these situations and other stressed
credits closely, and the overall extent and duration of this stress is uncertain.
MBIA Corp.’s Insured Portfolio
MBIA Corp.’s primary objectives are to satisfy all claims by its policyholders and to maximize future recoveries, if any, for its
surplus note holders, and then its preferred stock holders. MBIA Corp. is executing this strategy by, among other things, taking
steps to maximize the collection of recoveries and by reducing and mitigating 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.
Recoveries
In addition to the recoveries related to the Zohar CDOs, MBIA Corp. also projects to collect recoveries from prior claims
associated with insured residential mortgage-backed securities (“RMBS”); however, the amount and timing of these collections
are uncertain.
Failure to collect its expected recoveries 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 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 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 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.
63
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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.
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 may elect to apply the fair value option to the financial assets and financial
liabilities of consolidated VIEs on a VIE-by-VIE basis. Refer to “Note 4: Variable Interest Entities” for additional
information.
Investments
The Company classifies its fixed-maturity investments as available-for-sale (“AFS”), held-to-maturity or trading. AFS
investments are reported in the consolidated balance sheets at fair value with non-credit related unrealized gains and
losses, net of applicable deferred income taxes, reflected in accumulated other comprehensive income (loss) (“AOCI”) in
shareholders’ equity. The specific identification method is used to determine realized gains and losses on AFS securities.
Investments carried at fair value consist of equity instruments and fixed-maturity investments elected under the fair value
option. Short-term investments include all fixed-maturity securities held as AFS with a remaining maturity of less than one
year at the date of purchase, including commercial paper and money market securities.
Investment income is recorded as earned, which includes the current period interest accruals deemed collectible. Accrued
interest income is recorded as part of “Other assets” on the Company’s consolidated balance sheets. Bond discounts and
premiums are amortized using the effective yield method over the remaining term of the securities and reported in “Net
investment income” on the Company’s consolidated statements of operations. However, premiums on certain callable
debt securities are amortized to the next call date. For mortgage-backed securities ("MBS") and asset-backed securities
(“ABS”), discounts and premiums are amortized using the retrospective or prospective method.
64
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 2: Significant Accounting Policies (continued)
Changes in the fair values of investments carried at fair value are reflected in earnings as part of “Net gains (losses) on
financial instruments at fair value and foreign exchange” on the Company’s consolidated statements of operations. For
VIE investments carried at fair value, interest income is also recorded as part of fair value changes within “Net gains
(losses) on financial instruments at fair value and foreign exchange”. Realized gains and losses from the sale and other
dispositions of AFS investments are reflected in earnings as part of “Net realized investment gains (losses)” on the
Company’s consolidated statements of operations.
Credit Losses
For AFS debt securities, the Company’s consolidated statements of operations reflect the full impairment (the difference
between a security’s amortized cost basis and fair value) if the Company intends to sell or would more likely than not be
required to sell before the expected recovery of the amortized cost basis. AFS debt securities in an unrealized loss
position are evaluated on a quarterly basis to determine if credit losses exist. The Company considers that credit losses
exist when the Company does not expect to recover the entire amortized cost basis of the debt security. The Company
measures an allowance for credit losses on a security-by-security basis as the difference between the recorded
investment and the present value of the cash flows expected to be collected, discounted at the instrument’s effective
interest rate. Only the amounts of impairment associated with the credit losses are recognized as charges to earnings.
The carrying values of debt securities are presented net of any allowance for credit losses. For AFS debt securities,
adjustments to the amortized cost basis are recorded if there is an intent to sell before recovery of the impairment. For
debt securities with an allowance for credit loss, changes in credit losses including accretion of the allowance for credit
losses are recognized in earnings through other net realized gains (losses) with a corresponding change to the allowance
for credit losses.
Accrued interest income on debt securities is not assessed for credit losses since the Company reverses any past due
accrued interest income through earnings as a charge against net investment income. Interest income is subsequently
recognized to the extent cash is received.
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 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 contract and
would not have been incurred by the Company had the contract 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. Since the cessation of new
insurance business by the Company, new acquisition costs relate to installment-based policies written prior to such
cessation.
65
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 2: Significant Accounting Policies (continued)
Held For Sale Classification and Discontinued Operations
In connection with the Zohar CDOs' plan of liquidation and the acquisition of the related interests, the Company classifies
the assets and liabilities of consolidated portfolio companies and the interests in certain nonconsolidated portfolio
companies as held for sale since they met the held for sale criteria in accordance with Accounting Standards Codification
(“ASC”) 360-10, Property, Plant, and Equipment. Additionally, since these consolidated portfolio companies met the one-
year probable sale criteria on acquisition, and the remaining held for sale criteria within a short period following the
acquisition, these companies were classified as discontinued operations in accordance with ASC 205-20, Presentation of
Financial Statements-Discontinued Operations. For the net assets held for sale beyond the one-year probable sale
criteria, the Company continues to meet exceptions permitting it to continue to record these net assets as held for sale.
The Company continues to actively market its net assets held for sale and has identified interested parties, including
having attained various stages of a sales or liquidation process. In addition, the Company has continued to (i) take
necessary actions to respond to changes in circumstances, including recording a loss on disposal group; (ii) actively
market the net assets at prices that are deemed reasonable; and (iii) meet the criteria for held for sale classification. The
assets and liabilities of these companies are presented within “Assets held for sale” and “Liabilities held for sale” on the
Company’s consolidated balance sheets. Also, the results of operations for these companies are classified as "Income
from discontinued operations, net of income taxes" on the Company’s consolidated statements of operations. The
Company consolidated the operating results of these portfolio companies on a two-month lag to allow for a more timely
preparation of the Company's consolidated financial statements. Refer to “Note 1: Business Developments and Risks and
Uncertainties” for further information about the Company’s held for sale assets and liabilities and discontinued operations.
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 that the Company believes
market participants would use in pricing an 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:
•
Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company
can access at the measurement date. An active market is a market in which transactions occur with sufficient
frequency and volume to provide pricing information on an ongoing basis.
•
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.
66
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 2: Significant Accounting Policies (continued)
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 probability-weighted
expected net cash outflows to be paid under the contract discounted using a risk-free rate as of the measurement date
exceed 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 loss reserves are recognized as loss expense or benefit in the period of change. Measurement and
recognition of loss reserves are reported gross of any reinsurance on the Company’s consolidated balance sheets. The
Company estimates the likelihood of possible claim payments and possible recoveries of such claim payments using
probability-weighted expected cash flows as of the measurement date based on information available, including market
information. Accretion of the discounts on loss reserves and recoveries is included in loss expense. The Company
considers its ability to collect contractual interest on claim payments when developing its expected inflows. The inclusion
of such interest may result in the Company recording recoveries in excess of its actual or expected claim payments on a
policy.
The Company recognizes potential recoveries on paid claims based on probability-weighted 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 at each reporting period.
The Company’s loss reserves, 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, including VIE loans payable, 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.
For long-term debt issued by consolidated VIEs in which the Company's variable interest arises from financial guarantees
written by its insurance operations, the Company has elected the fair value option on these instruments. Changes in fair
value are reported within “Net gains (losses) on financial instruments at fair value and foreign exchange” under “Revenues
of consolidated variable interest entities” on the Company’s consolidated statements of operations, except for the portion
of the total change in fair value of financial liabilities caused by changes in the instrument-specific credit risk which is
presented separately in AOCI in shareholders' equity.
67
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 2: Significant Accounting Policies (continued)
Medium-Term Notes and Investment Agreements
Medium-term notes ("MTNs") and investment agreements are carried at the principal amount outstanding plus accrued
interest and net of unamortized discounts, or elected to be recorded at fair value for certain MTNs that are hybrid financial
instruments given the complexity of bifurcating the embedded derivatives. For MTNs carried at fair value, changes in fair
value are recorded in earnings, except for the portion of unrealized gains (losses) caused by a change in the instrument-
specific credit risk which are recorded in AOCI. 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 recognized 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
received the entire premium due at the inception of the contract, and recognized an 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 were recognized at the inception of each
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. 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. The Company has determined that substantially all of its installment contracts meet the conditions required to be
treated as expected period contracts. 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 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.” As premium revenue is recognized, the unearned premium revenue liability
is reduced.
Credit Losses on Premium Receivables
The Company evaluates the collectability of outstanding premium receivables on a quarterly basis and measures any
allowance for credit losses as the difference between the recorded premium receivable amount and the current projected
net present value of premiums expected to be collected, discounted at the effective interest rate, which is the applicable
risk-free rate described in the preceding paragraph. Estimating the allowance for credit losses involves substantial
judgment, including forecasting an insured transaction’s cash flows, such as the future performance of the transaction’s
underlying assets and the impact of certain macro-economic factors, as well as incorporating any historical experience of
uncollectible balances and a transaction’s liability structure, including the seniority of premium payments to the Company.
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.
68
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 2: Significant Accounting Policies (continued)
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.
Fee and Reimbursement Revenue Recognition
The Company collects insurance related fees for services performed in connection with certain transactions. Fees are
earned when the related services are completed. Types of fees include waiver and consent and termination fees.
Stock-Based Compensation
The Company recognizes in earnings, generally over the vesting or service period of an award, the cost of all stock-based
payment transactions using the fair value of the stock-based compensation provided. Refer to “Note 14: Benefit 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. 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
AOCI 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 AOCI 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 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, foreign tax credits, loss reserve deductions,
premium revenue recognition, deferred acquisition costs, and unrealized gains and losses. Valuation allowances are
established to reduce deferred tax assets to the amount that more likely than not will be realized. As of December 31,
2024 and 2023, the Company had a full valuation allowance on its net deferred tax asset. 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 on calculations as if each
member filed its separate tax return. Under the Company’s tax sharing agreement, each member with an NOL will receive
the benefits of its tax losses and credits as it is able to earn them out in the future.
69
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 10: Income Taxes” for additional information about the Company’s income taxes.
Note 3: Recent Accounting Pronouncements
Recently Adopted Accounting Standards
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07)
In November of 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures” which
improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment
expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity
can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a
single reportable segment, and contain other disclosure requirements. This ASU was effective for annual periods
beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early
adoption permitted. Upon the effective date, the amendments were applied retrospectively to all periods presented. The
Company adopted the amendments of ASU 2023-07 for its fiscal year ending December 31, 2024. The adoption of ASU
2023-07 only impacted the segment disclosures within the Company's consolidated financial statements and did not
impact amounts reported on the Company's balance sheet, statement of operations, statement of comprehensive income
or statement of cash flows.
The Company has not adopted any other new accounting pronouncements that had a material impact on its consolidated
financial statements.
Recent Accounting Developments
Income Taxes (Topic 740): Improvements to Income Tax Disclosure (ASU 2023-09)
In December of 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” which requires
disaggregated information about a reporting entity’s effective tax rate reconciliation, information on income taxes paid, and
contain other disclosure requirements. This ASU is effective for annual periods beginning after December 15, 2024, with
early adoption permitted. Upon the effective date, the amendments should be applied prospectively with retrospective
application permitted. The Company is currently evaluating the potential impact of adopting ASU 2023-09.
Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):
Disaggregation of Income Statement Expenses (ASU 2024-03)
In November of 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses" which requires to
disclose the amounts of employee compensation, depreciation, intangible asset amortization, and certain other costs and
expenses included in each relevant expense caption on the consolidated statements of operations and include certain
amounts that are already required to be disclosed under current GAAP in the same disclosure. Additionally, ASU 2024-03
requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not
separately disaggregated quantitatively and the disclosure of the total amount of selling expenses. This ASU is effective
for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December
15, 2027, with early adoption permitted. Upon the effective date, the amendments can be applied either prospectively or
retrospectively. The Company is currently evaluating the potential impact of adopting ASU 2024-03.
70
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 4: Variable Interest Entities
Primarily 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 that most significantly impact the VIE’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.
Consolidated VIEs
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 VIE are
present according to the design and characteristics of these entities. During the fourth, third and first quarters of 2024, the
Company had no additional consolidations or deconsolidations of VIEs. During the second quarter of 2024, the Company
did not consolidate any additional VIEs and deconsolidated one VIE due to the prepayment of outstanding notes and
recorded losses of $14 million, of which $9 million was due to credit losses in AOCI that were released to earnings. During
the third, second and first quarters of 2023, the Company deconsolidated one structured finance VIE each quarter due to
the commutation of the credit enhancement on or prepayments of the outstanding notes of the VIEs that the Company
insured and recorded losses of $7 million, $7 million and $15 million, respectively. There were no consolidations or
deconsolidations in the fourth quarter of 2023. Consolidation and deconsolidation gains and losses, if any, are recorded
within “Other net realized gains (losses)” under “Revenues of consolidated variable interest entities” on the Company’s
consolidated statements of operations.
Holders of insured obligations of issuer-sponsored VIEs do not have recourse to the general assets of the Company. 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 the Company.
71
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 4: Variable Interest Entities (continued)
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, 2024 and 2023. 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, 2024
Carrying Value of Assets
Carrying Value of Liabilities
In millions
Maximum
Exposure
to Loss
Investments
Premiums
Receivable
Insurance
Loss
Recoverable
Unearned
Premium
Revenue
Loss and
Loss
Adjustment
Expense
Reserves
Insurance:
Global structured finance:
Mortgage-backed residential
$
785
$
26
$
5
$
21
$
3
$
224
Consumer asset-backed
86
-
-
-
-
3
Corporate asset-backed
358
-
2
-
2
-
Total global structured finance
1,229
26
7
21
5
227
Global public finance
196
-
3
-
3
-
Total insurance
$
1,426
$
26
$
10
$
21
$
8
$
227
December 31, 2023
Carrying Value of Assets
Carrying Value of Liabilities
In millions
Maximum
Exposure
to Loss
Investments
Premiums
Receivable
Insurance
Loss
Recoverable
Unearned
Premium
Revenue
Loss and
Loss
Adjustment
Expense
Reserves
Insurance:
Global structured finance:
Mortgage-backed residential
$
853
$
19
$
5
$
23
$
3
$
239
Consumer asset-backed
121
-
-
1
-
3
Corporate asset-backed
402
-
2
7
3
-
Total global structured finance
1,376
19
7
31
6
242
Global public finance
218
-
4
-
4
-
Total insurance
$
1,594
$
19
$
11
$
31
$
10
$
242
72
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5: Insurance Premiums
The following tables present a roll forward of the Company’s premiums receivable for the years ended December 31,
2024 and 2023:
In millions
Adjustments
Premiums
Premiums
Changes in
Accretion of
Premiums
Receivable as of
Premium
from New
Expected
Premiums
Receivable as of
December 31,
Payments
Business
Term of
Receivable
December 31,
2023
Received
Written
Policies
Discount (1)
2024
$
146
$
(17)
$
-
$
-
$
4
$
133
(1) - Recorded within premiums earned on the Company's consolidated statements of operations.
In millions
Adjustments
Premiums
Premiums
Changes in
Accretion of
Premiums
Receivable as of
Premium
from New
Expected
Premiums
Receivable as of
December 31,
Payments
Business
Term of
Receivable
December 31,
2022
Received
Written
Policies
Discount (1)
2023
$
160
$
(18)
$
-
$
-
$
4
$
146
(1) - Recorded within premiums earned on the Company's consolidated statements of operations.
As of December 31, 2024 and 2023, the weighted average risk-free rates used to discount future installment premiums
was 3.0%, and the weighted average expected collection term of the premiums receivable was 8.57 years and 8.75 years,
respectively. As of December 31, 2024 and 2023, reinsurance premiums payable was $3 million and $4 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.
73
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5: Insurance Premiums (continued)
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
In millions
Premiums
Three months ending:
March 31, 2025
$
2
June 30, 2025
4
September 30, 2025
4
December 31, 2025
5
Twelve months ending:
December 31, 2026
13
December 31, 2027
12
December 31, 2028
12
December 31, 2029
11
Five years ending:
December 31, 2034
44
December 31, 2039
31
December 31, 2044 and thereafter
30
Total
$
168
The following table presents the unearned premium revenue balance and future expected premium earnings as of and for
the periods presented:
Total
Expected
Unearned
Expected Future
Future
Premium
Premium Earnings
Premium
In millions
Revenue
Upfront
Installments
Accretion
Earnings
December 31, 2024
$
199
Three months ending:
March 31, 2025
193
$
3
$
3
$
1
$
7
June 30, 2025
186
3
4
1
8
September 30, 2025
180
3
3
1
7
December 31, 2025
174
3
3
1
7
Twelve months ending:
December 31, 2026
153
10
11
3
24
December 31, 2027
135
9
9
3
21
December 31, 2028
119
8
8
3
19
December 31, 2029
105
7
7
3
17
Five years ending:
December 31, 2034
54
21
30
10
61
December 31, 2039
25
9
20
6
35
December 31, 2044 and thereafter
-
7
18
3
28
Total
$
83
$
116
$
35
$
234
74
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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.
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.
75
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 6: Loss and Loss Adjustment Expense Reserves (continued)
“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.
The establishment of the appropriate level of loss reserves is an inherently uncertain process involving numerous
assumptions, estimates and subjective judgments by management 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
other expected consideration. Factors that may affect the actual ultimate realized losses for any policy include economic
conditions and trends, political developments, levels of interest rates, borrower behavior, the default rate and salvage
values of specific collateral or other expected consideration, and the Company’s ability to enforce contractual rights
through litigation and otherwise, including the collection of contractual interest on claim payments. The Company’s
remediation strategy for an insured obligation that has defaulted or is expected to default may also have an impact on the
Company’s loss reserves.
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. Significant changes in discount rates from period to period
may have a material impact on the present value of the Company’s loss reserves and expected recoveries. In addition, 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, 2024. 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.
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, 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.
Puerto Rico
In formulating loss reserves and recoveries for its Puerto Rico exposures, estimates in the Company’s probability-
weighted scenarios include assumptions related to the nature, value, and timing of net cash flows considering the
following: environmental, economic, and political developments on the island; litigation and ongoing discussions with
creditors and obligors on the Title III proceedings; contractual debt service payments; any existing settlement agreements
or proposals and deviations from these proposals; the remediation strategy for insured obligations that have defaulted or
are expected to default; and values of other obligations of the issuer. Refer to “Note 1: Business Developments and Risks
and Uncertainties” for further information on the Company’s Puerto Rico exposures.
76
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 6: Loss and Loss Adjustment Expense Reserves (continued)
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 reserves and recoveries on consolidated VIEs, since they are eliminated in
consolidation.
RMBS Case Basis Reserves (Financial Guarantees)
The Company’s RMBS case basis reserves primarily relate to RMBS backed by alternative A-paper and subprime
mortgage loans. The Company calculated RMBS case basis reserves as of December 31, 2024 using a process called
the Roll Rate Methodology (“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. The loss reserve estimates are
based on a probability-weighted average of potential scenarios of loan losses. Additional data used for both first and
second-lien loans include historic averages of deal specific voluntary prepayment rates, forward projections of the secured
overnight financing rate, and historic averages of deal-specific loss severities. Where applicable, the Company factors in
termination scenarios when clean up calls are imminent.
In calculating ultimate cumulative losses for RMBS, the Company estimates the amount of first-lien loans that are
expected to be liquidated in the future through foreclosure or short sale, and estimates the amount of second-lien loans
that are expected to be charged-off (deemed uncollectible by servicers of the transactions). The time to liquidation for a
defaulted loan is specific to the loan’s delinquency bucket.
For all RMBS 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 RMBS 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 and re-evaluate its
assumptions.
RMBS Recoveries
The Company’s RMBS recoveries relate to structural features within the trust structures that allow for the Company to be
reimbursed for prior claims paid. These reimbursements for specific trusts include recoveries that are generated from the
excess spread of the transactions. Excess spread within insured RMBS securitizations is the difference between interest
inflows on mortgage loan collateral and interest outflows on the insured RMBS notes.
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 consolidating VIEs for the international and structured finance insurance segment, which
are included in the Company’s consolidated balance sheets as of December 31, 2024 and 2023 are presented in the
following table:
77
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 6: Loss and Loss Adjustment Expense Reserves (continued)
As of December 31, 2024
As of December 31, 2023
In millions
Balance Sheet Line Item
Balance Sheet Line Item
Insurance loss
recoverable
Loss and LAE
reserves (1)
Insurance loss
recoverable
Loss and LAE
reserves (1)
U.S. Public Finance Insurance
$
165
$
299
$
152
$
230
International and Structured Finance Insurance:
Before VIE eliminations
23
238
32
335
VIE eliminations
(3)
(11)
(1)
(92)
Total international and structured finance insurance
20
227
31
243
Total
$
185
$
526
$
183
$
473
(1) - Amounts are net of estimated recoveries of expected future claims.
Changes in Loss and LAE Reserves
Loss and LAE reserves represent the Company’s estimate of future claims and LAE payments, net of any future
recoveries of such payments. The following tables present changes in the Company’s loss and LAE reserves for the years
ended December 31, 2024 and 2023. Changes in loss and LAE reserves, with the exception of loss and LAE payments,
are recorded in “Losses and loss adjustment” expenses in the Company’s consolidated statements of operations. As of
December 31, 2024 and 2023, the weighted average risk-free rate used to discount the Company’s loss reserves (claim
liability) was 4.50% and 3.97%, respectively. LAE reserves are generally expected to be settled within a one-year period
and are not discounted. As of December 31, 2024 and 2023, the Company’s gross loss and LAE reserves included $19
million and $8 million, respectively, related to LAE.
In millions
Changes in Loss and LAE Reserves for the Year Ended December 31, 2024
Gross Loss
Gross Loss
and LAE
Accretion
Changes in
and LAE
Reserves as of
Loss
of Claim
Changes in
Unearned
Reserves as of
December 31,
and LAE
Liability
Discount
Changes in
Premium
December 31,
2023
Payments
Discount
Rates
Assumptions (1)
Revenue
2024
$
473
$
(157)
$
19
$
(19)
$
212
$
(2)
$
526
(1) - Includes changes in amount and timing of estimated payments and recoveries.
In millions
Changes in Loss and LAE Reserves for the Year Ended December 31, 2023
Gross Loss
Gross Loss
and LAE
Accretion
Changes in
and LAE
Reserves as of
Loss
of Claim
Changes in
Unearned
Reserves as of
December 31,
and LAE
Liability
Discount
Changes in
Premium
December 31,
2022
Payments
Discount
Rates
Assumptions (1)
Revenue
2023
$
439
$
(214)
$
15
$
(4)
$
235
$
2
$
473
(1) - includes changes in amount and timing of estimated payments and recoveries.
The increase in the Company’s loss and LAE reserves during 2024 was primarily due to assumption changes for
National's PREPA reserves, partially offset by the January and July claims payments on PREPA. Refer to "Note 1:
Business Developments and Risks and Uncertainties" for further information on PREPA. In addition, National established
reserves on a U.S. Public Finance lease-backed transaction.
The increase in the Company’s loss and LAE reserves during 2023 was primarily due to updated scenarios to reflect the
then Amended Plan Support Agreement ("PSA") with PREPA as well as accretion, partially offset by claims payments on
PREPA and the termination of a first-lien RMBS insured transaction.
78
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 6: Loss and Loss Adjustment Expense Reserves (continued)
Changes in Insurance Loss Recoverable
Insurance loss recoverable represents the Company’s estimate of expected recoveries on paid claims and LAE. The
Company recognizes potential recoveries on paid claims based on the probability-weighted net cash inflows present
valued at applicable risk-free rates as of the measurement date. The following tables present changes in the Company’s
insurance loss recoverable for the years ended December 31, 2024 and 2023. Changes in insurance loss recoverable
with the exception of collections, are recorded in “Losses and loss adjustment” expenses in the Company’s consolidated
statements of operations.
Changes in Insurance Loss Recoverable
for the Year Ended December 31, 2024
Gross
Gross
Recoverable
Recoverable
as of
Accretion
Changes in
as of
December 31,
Collections
of
Discount
Changes in
December 31,
In millions
2023
for Cases
Recoveries
Rates
Assumptions
2024
Insurance loss recoverable
$
183
$
(16)
$
7
$
-
$
11
$
185
Changes in Insurance Loss Recoverable
for the Year Ended December 31, 2023
Gross
Gross
Recoverable
Recoverable
as of
Accretion
Changes in
as of
December 31,
Collections
of
Discount
Changes in
December 31,
In millions
2022
for Cases
Recoveries
Rates
Assumptions
2023
Insurance loss recoverable
$
137
$
(8)
$
6
$
-
$
48
$
183
The increase in the Company’s insurance loss recoverable during 2024 was primarily due to reclassifying expected
PREPA recoveries from loss and LAE reserves on paid claims related to 2024 claim payments, partially offset by
assumption changes related to PREPA reserves and from collections of recoveries.
The increase in the Company’s insurance loss recoverable during 2023 was primarily due to the PREPA debt service
payments, and included a change in scenarios to reflect the then current status of a proposed settlement which was
expected in 2024.
Loss and LAE Activity
For 2024, the incurred loss primarily related to updating PREPA scenarios to reflect current developments in the PREPA
remediation and extending the timing of resolution. In addition, the incurred loss related to reserves on a U.S. public
finance lease-backed transaction.
For 2023, the incurred loss primarily relates to updating PREPA scenarios to reflect the then PSA, which resulted in lower
net expected recoveries. Changes in scenario assumptions also included extending the effective date of a settlement until
2024. In addition, for 2023, the incurred loss included the termination of a first-lien RMBS insured transaction.
79
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 6: Loss and Loss Adjustment Expense Reserves (continued)
For 2022, the loss and LAE incurred primarily related to changes in the Company's estimate of expected recoveries on
National's PREPA exposure. PREPA loss reserves and recoveries included certain assumptions about the timing and
amount of claims payments and recoveries. National's expected recoveries on PREPA reflected assumptions from the
PREPA RSA agreed to in January of 2023. In addition, an increase in risk-free rates during 2022 attributed to the
decrease in National's estimated present value of expected PREPA recoveries. This was partially offset by loss incurred
benefits related to HTA and GO recoveries to reflect the fair values of the consideration received as of the acquisition
date, which was higher than previous estimates. Additionally, an increase in risk-free rates during 2022, resulted in a
decrease in the present value of net case reserves on first-lien RMBS.
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 2024, 2023 and 2022 gross LAE related to remediating insured obligations were $17 million, $6 million
and $3 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, 2024:
Surveillance Categories
Caution
Caution
Caution
List
List
List
Classified
$ in millions
Low
Medium
High
List
Total
Number of policies
29
-
-
90
119
Number of issues (1)
10
-
-
76
86
Remaining weighted average contract period (in years)
5.7
-
-
6.4
6.2
Gross insured contractual payments outstanding: (2)
Principal
$
717
$
-
$
-
$
1,509
$
2,226
Interest
1,307
-
-
569
1,876
Total
$
2,024
$
-
$
-
$
2,078
$
4,102
Gross Claim Liability (3)
$
-
$
-
$
-
$
906
$
906
Less:
Gross Potential Recoveries (4)
-
-
-
467
467
Discount, net (5)
-
-
-
107
107
Net claim liability (recoverable)
$
-
$
-
$
-
$
332
$
332
Unearned premium revenue
$
4
$
-
$
-
$
9
$
13
Reinsurance recoverable on paid and unpaid losses (6)
$
16
(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.
80
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, 2023:
Surveillance Categories
Caution
Caution
Caution
List
List
List
Classified
$ in millions
Low
Medium
High
List
Total
Number of policies
35
-
-
94
129
Number of issues (1)
13
-
-
77
90
Remaining weighted average contract period (in years)
5.6
-
-
7.1
6.3
Gross insured contractual payments outstanding: (2)
Principal
$
1,336
$
-
$
-
$
1,244
$
2,580
Interest
1,614
-
-
504
2,118
Total
$
2,950
$
-
$
-
$
1,748
$
4,698
Gross Claim Liability (3)
$
-
$
-
$
-
$
651
$
651
Less:
Gross Potential Recoveries (4)
-
-
-
235
235
Discount, net (5)
-
-
-
125
125
Net claim liability (recoverable)
$
-
$
-
$
-
$
291
$
291
Unearned premium revenue
$
9
$
-
$
-
$
7
$
16
Reinsurance recoverable on paid and unpaid losses (6)
$
13
(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.
Note 7: Fair Value of Financial Instruments
Fair Value Measurement
Financial Assets and Liabilities
Financial assets held by the Company primarily consist of investments in debt and equity securities and loans receivables
at fair value. Financial 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.
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 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, equity investments and loans carried at fair
value.
81
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 7: Fair Value of Financial Instruments (continued)
Substantially all of these investments are valued based on recently executed transaction prices or quoted market prices
by independent third parties, including pricing services and brokers. 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, credit default swap (“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, the value of any credit enhancement and
currently for certain equity investments, a discount rate, EBITDA multiple and EBITDA royalty share.
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, money market securities
and equity investments. 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.
Variable Interest Entity Loans Receivable at Fair Value
Loans receivable at fair value are assets held by a consolidated VIE consisting of residential mortgage loans and are
categorized in Level 3 of the fair value hierarchy. Fair values of residential mortgage loans are determined using quoted
prices for similar securities, 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.
Other Assets
As of December 31, 2023, other assets included 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 was based on the value of the Company’s financial guarantee determined
using a cash flow model. The fair value of the financial guarantee primarily contained unobservable inputs and is
categorized in Level 3 of the fair value hierarchy.
Medium-term Notes at Fair Value
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 and do not include accrued interest.
82
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 7: Fair Value of Financial Instruments (continued)
Variable Interest Entity Debt
The fair values of VIE debt 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, bond spreads of similar securities
and MBIA Corp.’s CDS spreads. Unobservable inputs include the value of any credit enhancement. VIE debt are
categorized in 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
A VIE consolidated by the Company entered into a derivative instrument consisting of a cross currency swap that as of
December 31, 2024 and December 31, 2023 had outstanding notional amounts of $36 million and $39 million,
respectively. The cross currency swap was entered into to manage the variability in cash flows resulting from fluctuations
in foreign currency rates. The fair value of the VIE derivative was determined based on the valuation provided by an
independent third-party, which is included in “Liabilities of consolidated variable interest entities – Derivative liabilities” on
the Company’s consolidated balance sheets. As the significant inputs are unobservable, the derivative contract is
categorized in Level 3 of the fair value hierarchy.
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, 2024 and 2023:
Fair Value as
of
Range
December 31,
(Weighted
In millions
2024
Valuation Techniques
Unobservable Input
Average)
Assets:
Equity Investments
$
52
Discounted cash flow
Discount rate (1)
EBITDA multiple (1)
Type certificate
Discount rate (1)
EBITDA royalty share (1)
Loans carried at fair
value
15
Discounted cash flow
Discount rate (1)
Assets of consolidated
VIEs:
Loans receivable at fair
value
28
Market prices of similar liabilities
adjusted for financial guarantees
provided to VIE obligations
Impact of financial guarantee
27% - 27% (27%) (2)
(1) - Ranges for discount rate, EBITDA multiple and EBITDA royalty share are not meaningful.
(2) - Weighted average represents the total MBIA guarantees as a percentage of total instrument fair value.
83
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 7: Fair Value of Financial Instruments (continued)
Fair Value as
of
Range
December 31,
(Weighted
In millions
2023
Valuation Techniques
Unobservable Input
Average)
Assets:
Equity Investments
$
108
Discounted cash flow
EBITDA multiples (1)
Discount rate (1)
Weightings (1)
Sum of the parts
Hard asset values (1)
Type certificate values (1)
Weightings (1)
Assets of consolidated VIEs:
Loans receivable at fair
value
35
Market prices of similar liabilities or
internal cash flow models adjusted for
financial guarantees provided to VIE
obligations
Impact of financial guarantee
27% - 27% (27%) (2)
Liabilities of consolidated
VIEs:
Variable interest entity
notes
78
Market prices of VIE assets adjusted for
financial guarantees provided or market
prices of similar liabilities
Impact of financial guarantee
74% - 74% (74%) (2)
(1) - Range for EBITDA multiples, discount rate, weightings, hard asset values and type certificate values are not meaningful.
(2) - Weighted average represents the total MBIA guarantees as a percentage of total instrument fair value.
Sensitivity of Significant Unobservable Inputs
The significant unobservable inputs used in the fair value measurement of the Company’s equity investments at fair value
are the discount rate, EBITDA multiple and EBITDA royalty share. The fair value of equity investments is determined as
the mid-point of a range of valuation scenarios. If there had been lower or higher EBITDA multiple or EBITDA royalty
share, the value of equity investments would have been lower or higher, respectively. If there had been a lower or higher
discount rate, the value of equity investments would have been higher or lower, respectively. Prior to the second quarter
of 2024, the significant unobservable inputs used in the fair value measurement of the Company’s equity investments at
fair value were the EBITDA multiples, discount rate, hard asset values and type certificate values. The fair value of equity
investments was determined by taking a weighted average of valuation scenarios. If there had been lower or higher
EBITDA multiples, hard asset values or type certificate values, the value of equity investments would have been lower or
higher, respectively. If there had been a lower or higher discount rate, the value of equity investments would have been
higher or lower, respectively.
The significant unobservable input used in the fair value measurement of the loans carried at fair value is the discount
rate. The loans carried at fair value is determined by discounting cash flows. The discount rate includes the credit spread
which primarily reflects the credit quality of the obligor. If there had been a lower or higher discount rate, the value of loans
carried at fair value would have been higher or lower, respectively.
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 similar instruments to that of the
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 had been 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 would
have been higher. This would have resulted in a lower fair value of the residential loans receivable in relation to the
obligations of the VIE.
84
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 7: Fair Value of Financial Instruments (continued)
As of December 31, 2023, the significant unobservable input used in the fair value measurement of the Company’s VIE
notes of consolidated VIEs was the impact of the financial guarantee. The fair value of VIE notes was calculated by
adding the value of the financial guarantee to the market value of VIE assets. When the VIE note is backed by RMBS, the
fair value of the VIE liability is calculated by applying the market value of similar instruments to that of the VIE liabilities.
The value of a financial guarantee was estimated by the Company as the present value of expected cash payments under
the policy. If the value of the guarantee provided by the Company to the obligations issued by the VIE had increased, the
credit support would have added value to the liabilities of the VIE. This would have resulted in an increased fair value of
the liabilities of the VIE.
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, 2024 and 2023:
Fair Value Measurements at Reporting Date Using
Quoted Prices in
Significant
Active Markets
Other
Significant
for Identical
Observable
Unobservable
Balance as of
Assets
Inputs
Inputs
December 31,
In millions
(Level 1)
(Level 2)
(Level 3)
2024
Assets:
Fixed-maturity investments:
U.S. Treasury and government agency
$
481
$
-
$
-
$
481
State and municipal bonds
-
102
-
102
Foreign governments
-
10
-
10
Corporate obligations
-
435
16
(1)
451
Mortgage-backed securities:
Residential mortgage-backed agency
-
111
-
111
Residential mortgage-backed non-agency
-
41
-
41
Commercial mortgage-backed
-
7
-
7
Asset-backed securities:
Collateralized debt obligations
-
101
-
101
Other asset-backed
-
52
-
52
Total fixed-maturity investments
481
859
16
1,356
Money market securities
181
-
-
181
Equity investments
48
7
52
117
(2)
Cash and cash equivalents
84
-
-
84
Assets of consolidated VIEs:
Cash
3
-
-
3
Loans receivable at fair value:
Residential loans receivable
-
-
28
28
Total assets
$
797
$
866
$
96
$
1,769
Liabilities:
Medium-term notes
$
-
$
-
$
35
$
35
Other liabilities:
Insured credit derivatives
-
1
-
1
Liabilities of consolidated VIEs:
Variable interest entity notes
-
-
31
31
Currency derivatives
-
-
6
6
Total liabilities
$
-
$
1
$
72
$
73
(1) - Includes loans carried at fair value of $15 million.
(2) - Includes $10 million of an exchange-traded bond fund that seeks to track the investment results of an index composed of U.S. dollar-denominated, high yield corporate
bonds. The fund is measured at fair value by applying the net asset value per share practical expedient, and is not required to be classified in the fair value hierarchy.
85
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 7: Fair Value of Financial Instruments (continued)
Fair Value Measurements at Reporting Date Using
Quoted Prices in
Significant
Active Markets
Other
Significant
for Identical
Observable
Unobservable
Balance as of
Assets
Inputs
Inputs
December 31,
In millions
(Level 1)
(Level 2)
(Level 3)
2023
Assets:
Fixed-maturity investments:
U.S. Treasury and government agency
$
705
$
7
$
-
$
712
State and municipal bonds
-
123
-
123
Foreign governments
-
18
-
18
Corporate obligations
-
496
1
497
Mortgage-backed securities:
Residential mortgage-backed agency
-
149
-
149
Residential mortgage-backed non-agency
-
34
-
34
Commercial mortgage-backed
-
14
-
14
Asset-backed securities:
Collateralized debt obligations
-
146
-
146
Other asset-backed
-
46
-
46
Total fixed-maturity investments
705
1,033
1
1,739
Money market securities
34
-
-
34
Equity investments
39
8
108
155
Cash and cash equivalents
104
-
-
104
Assets of consolidated VIEs:
Mortgage-backed securities:
Residential mortgage-backed non-agency
-
10
-
10
Commercial mortgage-backed
-
10
-
10
Asset-backed securities:
Collateralized debt obligations
-
1
-
1
Other asset-backed
-
1
-
1
Cash
3
-
-
3
Loans receivable at fair value:
Residential loans receivable
-
-
35
35
Other assets
-
-
2
2
Total assets
$
885
$
1,063
$
146
$
2,094
Liabilities:
Medium-term notes
$
-
$
-
$
40
$
40
Other liabilities:
Insured credit derivatives
-
1
-
1
Non-insured interest rate derivatives
-
1
-
1
Liabilities of consolidated VIEs:
Variable interest entity notes
-
-
78
78
Currency derivatives
-
-
14
14
Total liabilities
$
-
$
2
$
132
$
134
Level 3 assets at fair value as of December 31, 2024 and 2023 represented approximately 5% and 7%, respectively, of
total assets measured at fair value. Level 3 liabilities at fair value as of December 31, 2024 and 2023 represented
approximately 99% of total liabilities measured at fair value.
86
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, 2024 and
2023. The majority of the financial assets and liabilities that the Company requires fair value reporting or disclosures are
valued based on the Company’s or a third party’s estimate of discounted cash flow model estimates, or quoted market
values for identical or similar products.
Fair Value Measurements at Reporting Date Using
Quoted Prices in
Significant
Significant
Fair Value
Carry Value
Active Markets for
Other
Observable
Unobservable
Balance as of
Balance as of
Identical Assets
Inputs
Inputs
December 31,
December 31,
In millions
(Level 1)
(Level 2)
(Level 3)
2024
2024
Assets:
Other investments
$
-
$
-
$
1
$
1
$
1
Total assets
$
-
$
-
$
1
$
1
$
1
Liabilities:
Long-term debt
$
-
$
305
$
-
$
305
$
2,741
Medium-term notes
-
-
217
217
403
(1)
Investment agreements
-
-
217
217
204
Liabilities of consolidated VIEs:
Variable interest entity loans
payable
-
-
12
12
12
Total liabilities
$
-
$
305
$
446
$
751
$
3,360
Financial Guarantees:
Gross liability (recoverable)
$
-
$
-
$
764
$
764
$
540
Ceded recoverable (liability)
-
-
19
19
18
(1) - The carry value includes the complex interest calculations embedded in certain MTNs elected to be accounted for as separate derivatives that are reported together with
the host contract. As of December 31, 2024, the Company had no embedded derivative assets and had embedded derivative liabilities of $2 million.
Fair Value Measurements at Reporting Date Using
Quoted Prices in
Significant
Significant
Fair Value
Carry Value
Active Markets for
Other Observable
Unobservable
Balance as of
Balance as of
Identical Assets
Inputs
Inputs
December 31,
December 31,
In millions
(Level 1)
(Level 2)
(Level 3)
2023
2023
Assets:
Other investments
$
-
$
-
$
3
$
3
$
3
Total assets
$
-
$
-
$
3
$
3
$
3
Liabilities:
Long-term debt
$
-
$
287
$
-
$
287
$
2,585
Medium-term notes
-
-
291
291
455
(1)
Investment agreements
-
-
243
243
221
Liabilities of consolidated
VIEs:
Variable interest entity loans
payable
-
-
3
3
3
Total liabilities
$
-
$
287
$
537
$
824
$
3,264
Financial Guarantees:
Gross liability (recoverable)
$
-
$
-
$
837
$
837
$
522
Ceded recoverable (liability)
-
-
20
20
16
(1) - The carry value includes the complex interest calculations embedded in certain MTNs elected to be accounted for as separate derivatives that are reported together with
the host contract. As of December 31, 2023, the Company had embedded derivative assets and liabilities of $1 million and $3 million, respectively.
87
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 and liabilities measured at fair value on a
recurring basis for the years ended December 31, 2024 and 2023:
Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Year Ended December 31, 2024
Change in
Change in
Unrealized
Unrealized
Gains
Gains
(Losses) for
(Losses) for
the Period
the Period
Included in
Included in
Total
Earnings for
OCI for
Gains /
Unrealized
Assets
Assets
(Losses)
Gains /
still held
still held
Balance
Included
(Losses)
Transfers
Transfers
as of
as of
Beginning
in
Included
into
out of
Ending
December 31,
December 31,
In millions
of Year
Earnings
in OCI(1)
Purchases
Issuances
Settlements
Sales
Level 3
Level 3
Balance
2024
2024(1)
Assets:
Corporate obligations
$
1
$
(2)
$
-
$
17
$
-
$
-
$
-
$
-
$
-
$
16
(3) $
-
$
-
Equity investments
108
(56)
-
-
-
-
-
-
-
52
(56)
-
Assets of consolidated
VIEs:
Loans receivable -
residential
35
(4)
-
-
-
(3)
-
-
-
28
(6)
-
Other
2
-
-
-
-
-
(2)
-
-
-
-
-
Total assets
$
146
$
(62)
$
-
$
17
$
-
$
(3)
$
(2)
$
-
$
-
$
96
$
(62)
$
-
Change in
Change in
Unrealized
Unrealized
(Gains)
(Gains)
Losses for
Losses for
the Period
the Period
Included in
Included in
Total
Unrealized
Earnings for
OCI for
(Gains) /
(Gains) /
Liabilities
Liabilities
Losses
Losses
still held
still held
Balance,
Included
Included in
Transfers
Transfers
as of
as of
Beginning
in
Credit Risk
into
out of
Ending
December 31,
December 31,
In millions
of Year
Earnings
in OCI(2)
Purchases
Issuances
Settlements
Sales
Level 3
Level 3
Balance
2024
2024(2)
Liabilities:
Medium-term notes
$
40
$
(4)
$
(1)
$
-
$
-
$
-
$
-
$
-
$
-
$
35
$
(4)
$
(1)
Liabilities of consolidated
VIEs:
VIE notes
78
40
(27)
-
-
(40)
(20)
-
-
31
-
1
Currency derivatives
14
(8)
-
-
-
-
-
-
-
6
(8)
-
Total liabilities
$
132
$
28
$
(28)
$
-
$
-
$
(40)
$ (20)
$
-
$
-
$
72
$
(12)
$
-
(1) - Reported within the "Unrealized gains (losses) on available-for-sale securities" on the Company's consolidated statements of comprehensive income (loss).
(2) - Reported within the "Instrument-specific credit risk of liabilities measured at fair value" on the Company's consolidated statements of comprehensive income (loss).
(3) - Includes loans carried at fair value of $15 million.
88
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, 2023
Change in
Change in
Unrealized
Unrealized
Gains
Gains
(Losses) for
(Losses) for
the Period
the Period
Included in
Included in
Total
Earnings for
OCI for
Gains /
Unrealized
Assets
Assets
(Losses)
Gains /
still held
still held
Balance,
Included
(Losses)
Transfers
Transfers
as of
as of
Beginning
in
Included
into
out of
Ending
December 31,
December 31,
In millions
of Year
Earnings
in OCI(1)
Purchases
Issuances
Settlements
Sales
Level 3
Level 3
Balance
2023
2023(1)
Assets:
Corporate obligations
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
1
$
-
$
1
$
-
$
-
Equity securities
115
(7)
-
-
-
-
-
-
-
108
(7)
-
Assets of consolidated
VIEs:
Loans receivable -
residential
78
(33)
-
-
-
(9)
(1)
-
-
35
1
-
Other
23
4
-
-
-
-
(25)
-
-
2
(1)
-
Total assets
$
216
$
(36)
$
-
$
-
$
-
$
(9)
$ (26)
$
1
$
-
$
146
$
(7)
$
-
Change in
Change in
Unrealized
Unrealized
(Gains)
(Gains)
Losses for
Losses for
the Period
the Period
Included in
Included in
Total
Earnings for
OCI for
(Gains) /
Unrealized
Liabilities
Liabilities
Losses
(Gains) /
still held
still held
Balance,
Included
Losses
Transfers
Transfers
as of
as of
Beginning
in
Included
into
out of
Ending
December 31,
December 31,
In millions
of Year
Earnings
in OCI(2)
Purchases
Issuances
Settlements
Sales
Level 3
Level 3
Balance
2023
2023(2)
Liabilities:
Medium-term notes
$
41
$
5
$
(6 )
$
-
$
-
$
-
$
-
$
-
$
-
$
40
$
5
$
(6 )
Liabilities of
consolidated VIEs:
VIE notes
172
25
(38 )
-
62
(46 )
(97 )
-
-
78
2
2
Currency derivatives
6
8
-
-
-
-
-
-
-
14
8
-
Total liabilities
$
219
$
38
$
(44 )
$
-
$
62
$
(46 )
$
(97 )
$
-
$
-
$
132
$
15
$
(4 )
(1) - Reported within the "Unrealized gains (losses) on available-for-sale securities" on the Company's consolidated statements of comprehensive income (loss).
(2) - Reported within the "Instrument-specific credit risk of liabilities measured at fair value" on the Company's consolidated statements of comprehensive income (loss).
For the years ended December 31, 2024 and 2023, 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, 2024, there were no transfers into or out of Level 3.
For the year ended December 31, 2023, transfers into Level 3 and out of Level 2 were related to corporate obligations,
where inputs, which are significant to their valuation, became unobservable during the year. 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 out of Level 3.
89
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 7: Fair Value of Financial Instruments (continued)
Gains and losses (realized and unrealized) included in earnings relating to Level 3 assets and liabilities for the years
ended December 31, 2024, 2023 and 2022 are reported on the Company’s consolidated statements of operations as
follows:
Change in Unrealized Gains (Losses)
for the Period Included in Earnings
Total Gains (Losses)
for Assets and Liabilities still
In millions
Included in Earnings
held as of December 31,
2024
2023
2022
2024
2023
2022
Revenues:
Net gains (losses) on financial instruments
at fair value and foreign exchange
$
(54)
$
(12)
$
40
$
(52)
$
(12)
$
23
Revenues of consolidated VIEs (1)
(36)
(62)
(10)
2
(10)
9
Total
$
(90)
$
(74)
$
30
$
(50)
$
(22)
$
32
(1) - Reported within "Net gains (losses) on financial instruments at fair value and foreign exchange-VIE" and "Other net realized gains (losses)-VIE" on the Company's
consolidated statements of operations.
Derivative Instruments
The Company's derivatives are comprised of insured swaps, primarily consisting of insured interest rate swaps and
inflation-linked swaps related to its insured debt issuance, embedded derivatives containing the complex interest rate
calculations and a cross currency swap entered into by a consolidated VIE. The following table presents the effect of
derivative instruments on the Company's consolidated statements of operations for the years ended December 31, 2024,
2023 and 2022:
In millions
Derivatives Not
Designated
Years Ended December 31,
as Hedging Instruments
Location of Gain (Loss) Recognized in Income on Derivative
2024
2023
2022
Insured swaps
Net gains (losses) on financial instruments at fair value and foreign
exchange
$
-
$
-
$
1
Interest rate swaps
Net gains (losses) on financial instruments at fair value and foreign
exchange
-
13
79
Currency swaps-VIE
Net gains (losses) on financial instruments at fair value and foreign
exchange-VIE
8
(7)
(15)
Total
$
8
$
6
$
65
Fair Value Option
The Company elected to record at fair value certain financial instruments, including certain equity investments and
financial instruments that are consolidated in connection with the adoption of the accounting guidance for consolidation of
VIEs.
90
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, 2024, 2023 and 2022 for financial instruments for which the fair value option was elected:
Years Ended December 31,
In millions
2024
2023
2022
Investments carried at fair value (1)
$
(55)
$
1
$
(17)
Fixed-maturity securities held at fair value-VIE (2)
(1)
(4)
(5)
Loans receivable and other instruments at fair value:
Residential mortgage loans (2)
(4)
(33)
10
Other assets-VIE (2)
-
4
9
Medium-term notes (1)
4
(5)
24
Variable interest entity notes (2)
(40)
(25)
(20)
(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 "Net gains (losses) on financial instruments at fair value and foreign exchange-VIE" and "Other net realized gains (losses)-VIE" on the Company's
consolidated statements of operations.
The following table reflects the difference between the aggregate fair value and the aggregate remaining contractual
principal balance outstanding as of December 31, 2024 and 2023 for loans and notes for which the fair value option was
elected:
As of December 31, 2024
As of December 31, 2023
Contractual
Contractual
Outstanding
Fair
Outstanding
Fair
In millions
Principal
Value
Difference
Principal
Value
Difference
Loans receivable at fair value:
Residential mortgage loans - current
$
12
$
12
$
-
$
18
$
18
$
-
Residential mortgage loans (90 days or more
past due)
48
16
32
58
17
41
Corporate loans - current
16
15
1
-
-
-
Total loans receivable at fair value
$
76
$
43
$
33
$
76
$
35
$
41
Variable interest entity notes
$
45
$
31
$
14
$
328
$
78
$
250
Medium-term notes
$
52
$
35
$
17
$
55
$
40
$
15
The differences between the contractual outstanding principal and the fair values on residential mortgage loans
receivable, 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 (90 days or more past due), the collateral supporting the VIE notes and the nonperformance risk of
the Company on its MTNs, all of which resulted in depressed pricing of the financial instruments.
Instrument-Specific Credit Risk of Liabilities Elected Under the Fair Value Option
As of December 31, 2024 and 2023, the cumulative changes in instrument-specific credit risk of liabilities elected under
the fair value option were gains of $27 million and losses of $1 million, respectively, reported in AOCI 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 years ended December 31, 2024, 2023 and 2022, the portions of instrument-specific credit risk included in AOCI that
were recognized in earnings due to settlement of liabilities were losses of $28 million, $45 million and $18 million,
respectively.
91
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 8: Investments
Investments, excluding equity instruments and those elected under the fair value option, primarily consist of debt
instruments classified as AFS.
The following tables present the amortized cost, allowance for credit losses, corresponding gross unrealized gains and
losses and fair value for AFS investments in the Company’s consolidated investment portfolio as of December 31, 2024
and 2023:
December 31, 2024
Allowance
Gross
Gross
Amortized
for Credit
Unrealized
Unrealized
Fair
In millions
Cost
Losses
Gains
Losses
Value
AFS Investments
Fixed-maturity investments:
U.S. Treasury and government agency
$
500
$
-
$
-
$
(19)
$
481
State and municipal bonds
110
-
2
(11)
101
Foreign governments
12
-
-
(2)
10
Corporate obligations
496
-
1
(106)
391
Mortgage-backed securities:
Residential mortgage-backed agency
127
-
-
(16)
111
Residential mortgage-backed non-agency
36
-
1
(5)
32
Commercial mortgage-backed
7
-
-
-
7
Asset-backed securities:
Collateralized debt obligations
71
-
1
-
72
Other asset-backed
32
-
-
(1)
31
Total AFS investments
$
1,391
$
-
$
5
$
(160)
$
1,236
December 31, 2023
Allowance
Gross
Gross
Amortized
for Credit
Unrealized
Unrealized
Fair
In millions
Cost
Losses
Gains
Losses
Value
AFS Investments
Fixed-maturity investments:
U.S. Treasury and government agency
$
721
$
-
$
1
$
(18 )
$
704
State and municipal bonds
128
-
3
(8 )
123
Foreign governments
19
-
1
(2 )
18
Corporate obligations
505
-
2
(90 )
417
Mortgage-backed securities:
Residential mortgage-backed agency
149
-
-
(14 )
135
Residential mortgage-backed non-agency
31
-
1
(5 )
27
Commercial mortgage-backed
13
-
-
-
13
Asset-backed securities:
Collateralized debt obligations
96
-
1
(1 )
96
Other asset-backed
26
-
-
(2 )
24
Total AFS investments
$
1,688
$
-
$
9
$
(140 )
$
1,557
92
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 8: Investments (continued)
The following table presents the distribution by contractual maturity of AFS fixed-maturity securities at amortized cost, net
of allowance for credit losses, and fair value as of December 31, 2024. Contractual maturity may differ from expected
maturity as borrowers may have the right to call or prepay obligations.
AFS Securities
Net
Amortized
Fair
In millions
Cost
Value
Due in one year or less
$
329
$
329
Due after one year through five years
149
146
Due after five years through ten years
202
176
Due after ten years
438
332
Mortgage-backed and asset-backed
273
253
Total fixed-maturity investments
$
1,391
$
1,236
Deposited and Pledged Securities
The fair value of securities on deposit with various regulatory authorities as of December 31, 2024 and 2023 was $11
million. These deposits are required to comply with state insurance laws.
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, 2024 and 2023, the fair value of securities pledged as collateral for these investment agreements were
$213 million and $241 million, respectively. The Company’s collateral as of December 31, 2024 consisted principally of
U.S. Treasury and government agency and corporate obligations, and was primarily held with major U.S. banks.
Impaired Investments
The following tables present the non-credit related gross unrealized losses related to AFS investments as of December
31, 2024 and 2023:
December 31, 2024
Less than 12 Months
12 Months or Longer
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
In millions
Value
Losses
Value
Losses
Value
Losses
AFS Investments
Fixed-maturity investments:
U.S. Treasury and government agency
$
41
$
(1) $
123
$
(18)
$
164
$
(19)
State and municipal bonds
15
(1)
63
(10)
78
(11)
Foreign governments
5
-
5
(2)
10
(2)
Corporate obligations
25
(1)
302
(105)
327
(106)
Mortgage-backed securities:
Residential mortgage-backed agency
5
-
100
(16)
105
(16)
Residential mortgage-backed non-
agency
6
(1)
21
(4)
27
(5)
Asset-backed securities:
Collateralized debt obligations
6
-
8
-
14
-
Other asset-backed
3
-
12
(1)
15
(1)
Total AFS investments
$
106
$
(4) $
634
$
(156)
$
740
$
(160)
93
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 8: Investments (continued)
December 31, 2023
Less than 12 Months
12 Months or Longer
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
In millions
Value
Losses
Value
Losses
Value
Losses
AFS Investments
Fixed-maturity investments:
U.S. Treasury and government agency
$
11
$
-
$
143
$
(18)
$
154
$
(18)
State and municipal bonds
23
(1)
57
(7)
80
(8)
Foreign governments
-
-
6
(2)
6
(2)
Corporate obligations
17
-
337
(90)
354
(90)
Mortgage-backed securities:
Residential mortgage-backed agency
-
-
118
(14)
118
(14)
Residential mortgage-backed non-
agency
3
-
21
(5)
24
(5)
Commercial mortgage-backed
4
-
3
-
7
-
Asset-backed securities:
Collateralized debt obligations
-
-
89
(1)
89
(1)
Other asset-backed
-
-
22
(2)
22
(2)
Total AFS investments
$
58
$
(1)
$
796
$
(139)
$
854
$
(140)
Gross unrealized losses on AFS investments increased as of December 31, 2024 compared with December 31, 2023
primarily due to higher interest rates, partially offset by tighter credit spreads.
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, 2024 and 2023 was 15 and 14 years,
respectively. As of December 31, 2024 and 2023, there were 366 and 450 securities, respectively, that were in an
unrealized loss position for a continuous twelve- month period or longer, of which, fair values of 318 and 365 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, 2024:
AFS Securities
Percentage of Fair Value
Number of
Book Value
Fair Value
Below Book Value
Securities
(in millions)
(in millions)
> 5% to 15%
125
$
157
$
142
> 15% to 25%
99
300
246
> 25% to 50%
92
236
150
> 50%
2
-
-
Total
318
$
693
$
538
94
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 8: Investments (continued)
As of December 31, 2024, 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, 2024 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. For the years ended December 31, 2023 and 2022,
impairment loss due to intent to sell securities in an unrealized position was $8 million and $21 million, respectively, and
reported in "Other net realized gains (losses)" on the Company's consolidated results of operations.
Credit Losses on Investments
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 that support the payment of amounts owed by an issuer of a security. For
AFS investments, this includes the credit enhancement taking into 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 a credit
loss on an impaired security.
Each quarter, an internal committee, comprising staff that is independent of the Company’s evaluation process for
determining credit losses of securities, reviews and approves the valuation of investments. Among other responsibilities,
this committee ensures that the Company’s process for identifying and calculating allowance for credit losses, including
the use of models and assumptions, is reasonable and complies with the Company’s internal policy.
Determination of Credit Losses on ABS, MBS and Corporate Obligations
AFS ABS investments are evaluated for credit loss 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 a credit loss.
AFS RMBS investments are evaluated for credit losses 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 a credit loss.
For AFS corporate obligation investments, credit losses are evaluated 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 a credit loss.
95
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 8: Investments (continued)
Determination of Credit Losses Guaranteed by the Company and Other Third-Party Guarantors
The Company does not recognize credit losses 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 Expense Reserves" for information about loss reserves.
The following table provides information about securities held by the Company as of December 31, 2024 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. The Company did not hold any securities in an unrealized loss
position that were insured by a third-party financial guarantor as of December 31, 2024.
Unrealized
Insurance Loss
In millions
Fair Value
Loss
Reserve (1)
Mortgage-backed
$
21
$
(5)
$
24
Corporate obligations
74
(45)
-
Total
$
95
$
(50)
$
24
(1) - Insurance loss reserve estimates are based on the proportion of par value owned to the total amount of par value insured and are discounted using a discount rate equal
to the risk-free rate applicable to the currency and weighted average remaining life of the insurance contract and may differ from the fair value.
Sales of Available-for-Sale Investments
The proceeds and the gross realized gains and losses from sales of fixed-maturity securities held as AFS for the years
ended December 31, 2024, 2023 and 2022 are as follows:
Years Ended December 31,
In millions
2024
2023
2022
Proceeds from sales
$
115
$
943
$
1,100
Gross realized gains
$
1
$
4
$
5
Gross realized losses
$
(4)
$
(79)
$
(47)
Equity and Trading Investments
Unrealized gains and losses recognized on equity and trading investments held as of the end of each period for the years
ended December 31, 2024, 2023 and 2022 are as follows:
Years Ended December 31,
In millions
2024
2023
2022
Net gains (losses) recognized during the period on equity and trading
securities
$
(50 )
$
(2 )
$
(21 )
Less:
Net gains (losses) recognized during the period on equity and trading
securities sold during the period
-
-
(6 )
Unrealized gains (losses) recognized during the period on equity and trading
securities still held at the reporting date
$
(50 )
$
(2 )
$
(15 )
96
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 9: Debt
Long-Term Debt
The Company’s long-term debt consists of notes and debentures including accrued interest as follows:
As of December 31,
In millions
2024
2023
7.000% Debentures due 2025
$
45
$
45
7.150% Debentures due 2027
95
96
6.625% Debentures due 2028
112
112
5.700% Senior Notes due 2034 (1)
21
21
Surplus Notes due 2033 (2)
940
940
Accrued interest
1,535
1,378
Debt issuance costs
(7)
(7)
Total
$
2,741
$
2,585
(1) - Callable anytime at the greater of par or the present value of the remaining scheduled payments of principal and interest.
(2) - Contractual interest rate is based on three-month term Secured Overnight Financing Rate ("SOFR") plus 11.52161% at each future reset date.
During 2024, MBIA Inc. repurchased $10 million and $1 million principal amounts of MBIA Inc. 7.000% Debentures due
2025 from National and MBIA Corp., respectively, and $5 million principal amount of MBIA Inc. 7.150% Debentures due
2027 from MBIA Corp. As of December 31, 2024, National owned $308 million principal amount of MBIA Inc. 5.700%
Senior Notes due 2034 and MBIA Corp. owned $29 million principal amount of MBIA Inc. 6.625% Debentures due 2028;
and MBIA Inc., through its corporate segment, owned $13 million of MBIA Corp. surplus notes. These amounts are
eliminated in the Company's consolidated financial statements.
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 from the NYSDFS 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, 2028 and 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
2025
2026
2027
2028
2029
Thereafter
Total
Corporate debt
$
45
$
—
$
95
$
112
$
—
$
21
$
273
Surplus Notes due 2033
—
—
—
—
—
940
940
Total debt obligations due
$
45
$
—
$
95
$
112
$
—
$
961
$
1,213
Investment Agreements
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.
97
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 9: Debt (continued)
Investment agreements have been issued with fixed interest rates in U.S. dollars. As of December 31, 2024 and 2023, the
annual interest rates on these agreements ranged from 4.78% to 6.88% and the weighted average interest rates were
6.01% and 6.06%, respectively. Expected principal payments due under investment agreements in each of the next five
years ending December 31, and thereafter, based upon contractual maturity dates, are as follows:
Principal
In millions
Amount
Maturity date:
2025
$
35
2026
58
2027
29
2028
29
2029
—
Thereafter (through 2037)
63
Total expected principal payments (1)
$
214
Less discount and other adjustments (2)
10
Total
$
204
(1)- Amounts reflect principal due at maturity for investment agreements issued at a discount.
(2)- Discount is net of carrying amount adjustment of $2 million and accrued interest adjustment of $4 million.
Medium-Term Notes
MTNs have been issued with fixed or floating interest rates in U.S. dollars or Euros. Floating rates on Euro-denominated
MTNs are floored at 0% when the actual floating rates become negative. As of December 31, 2024, the interest rates of
the MTNs ranged from 2.50% to 5.90% and the weighted average interest rate was 5.17%. As of December 31, 2023, the
interest rates of the MTNs ranged from 2.21% to 5.90% and the weighted average interest rate was 4.76%. Expected
principal payments due under MTN obligations in each of the next five years ending December 31, and thereafter, based
upon contractual maturity dates, are as follows:
Principal
In millions
Amount
Maturity date:
2025
$
—
2026
—
2027
2
2028
30
2029
—
Thereafter (through 2035)
567
Total expected principal payments (1)
$
599
Less discount and other adjustments (2)
159
Total
$
440
(1)- Amounts reflect principal due at maturity for notes issued at a discount.
(2)- Discount is net of carrying amount and market value adjustments of $9 million and accrued interest adjustment of $3 million.
Variable Interest Entity Debt
VIE notes elected to be recorded at fair value are debt instruments that were issued primarily in U.S. dollars by VIEs
consolidated 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.
Holders of insured obligations of issuer-sponsored VIEs do not have recourse to the general assets of the Company. In
the event of non-payment of an obligation issued by a consolidated VIE, the Company is obligated to pay principal and
interest, when due, on MBIA-insured obligations only.
As of December 31, 2024 and 2023, the aggregate unpaid contractual principal of consolidated VIE notes were $45
million and $328 million, respectively. As of December 31, 2024, the unpaid contractual principal of MBIA-insured
consolidated VIE notes was $36 million and as of December 31, 2023, the unpaid contractual principal of MBIA-insured
consolidated VIE notes was $96 million, which excluded liabilities where the Company’s insured exposure had been fully
offset by way of loss remediation transactions. Refer to “Note 7: Fair Value of Financial Instruments” for information about
the fair values of consolidated VIE notes.
98
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 9: Debt (continued)
Expected principal payments due under MBIA-insured consolidated VIE notes in each of the next five years ending
December 31, and thereafter, based upon expected contractual maturity dates, are as follows:
Insured
Principal
In millions
Amount
Maturity date:
2025
$
10
2026
8
2027
8
2028
4
2029
2
Thereafter (through 2035)
4
Total
$
36
Following the creation of a litigation trust established to liquidate the Zohar Collateral pursuant to a plan of liquidation that
became effective in August of 2022, certain lenders agreed to make term loans to fund the trust that the Company
consolidates as a VIE, in an aggregate amount not to exceed the commitment amount. Loans made to the trust bear
interest at 18% per annum, mature on August 2, 2027, and can be prepaid at any time in part or in whole, in some cases
subject to certain fees. Accrued interest due on the interest payment date is capitalized and added to the outstanding
principal in lieu of cash payment. Loans are secured by recoveries from the litigation claims transferred into the trust.
Proceeds received from the settlement of the litigation claims are first applied to the outstanding loan balances and, to the
extent of any excess, distributed to the trust beneficiaries or used to permanently reduce the unused commitment
amounts. As of December 31, 2024 and 2023 the outstanding balance was $12 million and $3 million, respectively. As of
December 31, 2024, there was no unused commitment amount available to the litigation trust.
Note 10: Income Taxes
Income (loss) from continuing operations before provision (benefit) for income taxes consisted of:
Years Ended December 31,
In millions
2024
2023
2022
Domestic
$
(441)
$
(484)
$
(148)
Foreign
-
-
-
Income (loss) from continuing operations before income taxes
$
(441)
$
(484)
$
(148)
99
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 10: 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 Mexico and in various state and local jurisdictions. Income tax expense (benefit) on income (loss)
and shareholder's equity, net of changes in the Company's valuation allowance, consisted of:
Years Ended December 31,
In millions
2024
2023
2022
Current taxes:
Federal
$
-
$
-
$
-
State
-
-
-
Foreign
-
-
1
Deferred taxes:
Federal
-
-
-
Foreign
-
-
-
Provision (benefit) for income taxes
$
-
$
-
$
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, 2024, 2023 and 2022 is presented in the following table:
Years Ended December 31,
2024
2023
2022
Federal income tax computed at the statutory rate
21.0%
21.0%
21.0%
Increase (reduction) in taxes resulting from:
Change in valuation allowance
(18.9)%
(18.8)%
(9.4)%
Deferred inventory adjustments
(0.9)%
(1.3)%
(9.3)%
Excessive Remuneration Sec. 162(m)
(0.4)%
(1.1)%
(1.7)%
Other
(0.8)%
0.2%
(1.1)%
Effective tax rate
0.0%
0.0%
(0.5)%
100
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 10: Income Taxes (continued)
Deferred Tax Asset, Net of Valuation Allowance
The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2024 and
2023 are presented in the following table:
As of
In millions
December 31,
2024
December 31,
2023
Deferred tax liabilities:
Unearned premium revenue
$
30
$
34
Deferred acquisition costs
6
7
Net gains on financial instruments at fair value and foreign exchange
32
102
Net deferred taxes on VIEs
2
11
Total gross deferred tax liabilities
70
154
Deferred tax assets:
Compensation and employee benefits
4
7
Accrued interest
326
292
Loss and loss adjustment expense reserves
40
62
Net operating loss
918
871
Foreign tax credits
55
56
Other-than-temporary impairments and capital loss carryforward
51
55
Net unrealized gains and losses in accumulated other comprehensive
income
27
30
Other
29
26
Total gross deferred tax assets
1,450
1,399
Valuation allowance
1,380
1,245
Net deferred tax asset
$
-
$
-
The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income
will be generated to permit use of its existing deferred tax assets. A significant piece of objective negative evidence
evaluated was the Company having a three-year cumulative loss. Such objective evidence limits the ability to consider
other subjective evidence, such as the Company’s projections of pre-tax income. On the basis of this evaluation, the
Company has recorded a full valuation allowance against its net deferred tax asset of $1.4 billion and $1.2 billion as of
December 31, 2024 and 2023, respectively. The Company will continue to analyze the valuation allowance on a quarterly
basis.
Net operating losses (“NOLs”) of property and casualty insurance companies are permitted to be carried back two years
and carried forward 20 years. NOLs of property and casualty insurance companies are not subject to the 80 percent
taxable income limitation and indefinite lived carryforward period required by the Tax Cuts and Jobs Act applicable to
general corporate NOLs.
101
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 10: Income Taxes (continued)
Treatment of Undistributed Earnings of Certain Foreign Subsidiaries - "Accounting for Income Taxes - Special
Areas"
The Company's amount of undistributed earnings of certain foreign subsidiaries was not material as of December 31,
2024.
Accounting for Uncertainty in Income Taxes
The Company’s policy is to record and disclose any change in unrecognized tax benefit (“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, 2024 and 2023, the Company had no significant UTB.
Federal income tax returns through 2011 have been examined or surveyed. As of December 31, 2024, the Company’s
NOL is approximately $4.4 billion. NOLs generated prior to tax reform and property and casualty NOLs generated after tax
reform will expire between tax years 2026 through 2044. As of December 31, 2024, the Company has a foreign tax credit
carryforward of $55 million, which will expire between tax years 2025 through 2033.
Section 382 of the Internal Revenue Code
Included in the Company’s Amended By-Laws are 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. With certain exceptions, the By-Laws generally prohibit 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.
Inflation Reduction Act
On August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into law and includes several tax changes, notably a
new 15% minimum tax on the book income of large corporations and a 1% excise tax on most stock buybacks. The IRA
did not have a material impact on the Company’s financial results. Refer to “Note 16: Common and Preferred Stock” for
further information about excise tax on stock buybacks.
102
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 11: 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 ("CODM") 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 CODM is the Chief Executive Officer. The Company
evaluates the performance of all of its reportable segments based on each segment's income (loss) from continuing
operations before income taxes. The CODM uses each segment's income (loss) from continuing operations before
income taxes to allocate resources, including employees and financial or capital resources. Operating decisions are made
during the Company's annual planning and quarterly forecasting processes, and after considering budget-to-actual
variances on a quarterly basis using the income (loss) from continuing operations before income taxes. 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, 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. MBIA Services is compensated for services at cost and its
net revenues and expenses are generally managed to break-even. Capital management includes activities related to
servicing obligations issued by MBIA Inc. and its subsidiary, MBIA Global Funding, LLC (“GFL”). 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. MBIA Inc. also
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 managed 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 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, public transportation facilities, and other types of infrastructure
projects serving a substantial public purpose. MBIA Corp. also insures structured finance and asset-backed obligations
repayable from expected cash flows generated by a specified pool of assets, such as residential and commercial
mortgages, consumer loans and structured settlements. 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 Insurance Corporation also insures debt obligations of GFL. MBIA Corp. has also written
policies guaranteeing obligations under certain derivative contracts, including termination payments that may become due
upon certain insolvency or payment defaults of the financial guarantor or the issuer. MBIA Corp. has not written any
meaningful amount of business since 2008.
103
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 11: Business Segments (continued)
The following tables provide the Company’s segment results for the years ended December 31, 2024, 2023 and 2022:
Year Ended December 31, 2024
U.S.
International
Public
and Structured
Finance
Finance
In millions
Insurance
Corporate
Insurance
Eliminations
Consolidated
Revenues (1)
$
72
$
28
$
21
$
-
$
121
Net gains (losses) on financial instruments at fair value and
foreign exchange
1
14
(57)
-
(42)
Revenues of consolidated VIEs
-
-
(37)
-
(37)
Inter-segment revenues (2)
26
54
6
(86)
-
Total revenues (3)
99
96
(67)
(86)
42
Losses and loss adjustment
191
-
(7)
-
184
Compensation and benefits
-
44
-
-
44
Interest
-
72
159
(23)
208
Inter-segment service charge
32
-
18
(50)
-
Other segment items (4)
14
17
29
(13)
47
Total expenses
237
133
199
(86)
483
Income (loss) from continuing operations before income
taxes
$
(138)
$
(37)
$
(266)
$
-
$
(441)
Total assets per reportable segment
$
1,549
$
707
$
834
$
(933)
(5) $
2,157
Assets held for sale
11
Total assets
$
2,168
(1) - Consists primarily of net premiums earned, net investment income, net realized investment gains (losses), fees and reimbursements and other net realized gains
(losses).
(2) - Primarily represents intercompany service charges and intercompany net investment income.
(3) - Includes net investment income of $67 million, $30 million, $11 million, and ($24) million for the U.S. Public Finance, Corporate, International and Structured Finance, and
Eliminations segments, respectively.
(4) - Other segment items for each reportable segment include:
a. U.S. Public Finance Insurance - amortization of DAC, professional service fees, occupancy costs and other operating expenses;
b. Corporate - professional service fees, occupancy costs and other operating expenses;
c. International and Structured Finance Insurance - expenses of consolidated VIEs, amortization of DAC, professional service fees and other operating expenses, and
d. Elimination - inter-segment amortization of DAC and inter-segment occupancy costs.
(5) - Consists principally of intercompany reinsurance balances.
104
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 11: Business Segments (continued)
Year Ended December 31, 2023
In millions
U.S. Public
Finance
Insurance
Corporate
International
and Structured
Finance
Insurance
Eliminations
Consolidated
Revenues (1)
$
51
$
(11)
$
33
$
-
$
73
Net gains (losses) on financial instruments at fair value
and foreign exchange
8
8
(12)
-
4
Revenues of consolidated VIEs
-
-
(70)
-
(70)
Inter-segment revenues (2)
27
54
6
(87)
-
Total revenues (3)
86
51
(43)
(87)
7
Losses and loss adjustment
170
-
7
-
177
Compensation and benefits
-
61
-
-
61
Interest
-
76
158
(24)
210
Inter-segment service charge
33
-
17
(50)
-
Other segment items (4)
14
16
25
(12)
43
Total expenses
217
153
207
(86)
491
Income (loss) from continuing operations before income
taxes
$
(131)
$
(102)
$
(250)
$
(1)
$
(484)
Total assets per reportable segment
$
1,742
$
755
$
974
$
(938)
(5) $
2,533
Assets held for sale
73
Total assets
$
2,606
(1) - Consists primarily of net premiums earned, net investment income, net realized investment gains (losses), fees and reimbursements and other net realized gains
(losses).
(2) - Primarily represents intercompany service charges and intercompany net investment income.
(3) - Includes net investment income of $93 million, $25 million, $23 million, and ($25) million for the U.S. Public Finance, Corporate, International and Structured Finance, and
Eliminations segments, respectively.
(4) - Other segment items for each reportable segment include:
a. U.S. Public Finance Insurance - amortization of DAC, professional service fees, occupancy costs and other operating expenses;
b. Corporate - professional service fees, occupancy costs and other operating expenses;
c. International and Structured Finance Insurance - expenses of consolidated VIEs, amortization of DAC, professional service fees and other operating expenses, and
d. Elimination - inter-segment amortization of DAC and inter-segment occupancy costs.
(5) - Consists principally of intercompany reinsurance balances.
105
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 11: Business Segments (continued)
Year Ended December 31, 2022
In millions
U.S. Public
Finance
Insurance
Corporate
International
and Structured
Finance
Insurance
Eliminations
Consolidated
Revenues (1)
$
53
$
13
$
39
$
(1)
$
104
Net gains (losses) on financial instruments at fair
value and foreign exchange
(47)
99
(7)
-
45
Revenues of consolidated VIEs
-
-
5
-
5
Inter-segment revenues (2)
29
55
9
(93)
-
Total revenues (3)
35
167
46
(94)
154
Losses and loss adjustment
143
-
(105)
-
38
Compensation and benefits
-
44
-
-
44
Interest
-
76
127
(24)
179
Inter-segment service charge
34
-
17
(51)
-
Other segment items (4)
18
14
28
(19)
41
Total expenses
195
134
67
(94)
302
Income (loss) from continuing operations before
income taxes
$
(160)
$
33
$
(21)
$
-
$
(148)
Total assets per reportable segment
$
2,491
$
645
$
1,132
$
(973)
(5) $
3,295
Assets held for sale
80
Total assets
$
3,375
(1) - Consists primarily of net premiums earned, net investment income, net realized investment gains (losses), fees and reimbursements and other net realized gains
(losses).
(2) - Primarily represents intercompany service charges and intercompany net investment income.
(3) - Includes net investment income of $81 million, $22 million, $17 million, and ($25) million for the U.S. Public Finance, Corporate, International and Structured Finance, and
Eliminations segments, respectively.
(4) - Other segment items for each reportable segment include:
a. U.S. Public Finance Insurance - amortization of DAC, professional service fees, occupancy costs and other operating expenses;
b. Corporate - professional service fees, occupancy costs and other operating expenses;
c. International and Structured Finance Insurance - expenses of consolidated VIEs, amortization of DAC, professional service fees and other operating expenses, and
d. Elimination - inter-segment amortization of DAC and inter-segment occupancy costs.
(5) - Consists principally of intercompany reinsurance balances.
Net premiums earned reported within the Company’s insurance segments are generated within and outside the U.S. The
following table summarizes net premiums earned by geographic location for the years ended December 31, 2024, 2023
and 2022:
Years Ended December 31,
In millions
2024
2023
2022
Net premiums earned:
United States
$
29
$
29
$
45
Other Americas
7
8
8
Total
$
36
$
37
$
53
106
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 12: Insurance in Force
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.
The Company’s ultimate exposure to credit loss in the event of nonperformance by the issuer of the insured obligation is
represented by insurance in force. Insurance in force is the estimated maximum potential exposure to insured obligations
before considering the Company's various legal rights to the underlying collateral and other remedies available under its
financial guarantee contract. The calculation of insurance in force includes estimates, which the Company periodically
updates, relating to the expected remaining term of insured obligations supported by homogeneous pools of assets,
foreign exchange rates, a municipality's taxing power, municipal revenues derived from a public project or dedicated tax or
fee and other assumptions based on the characteristics of each insured obligation. The Company insures predominantly
fixed-rate instruments. For variable rate contracts and contracts which reference the consumer price indices, the
Company's methodology includes utilizing the respective interest rates in effect at the inception of the insurance contracts.
Actual insurance in force may differ from estimated insurance in force due to refundings, terminations and commutations,
prepayments, changes in floating interest rates and consumer price indices, changes in foreign exchange rates on non-
U.S. denominated insured obligations and other factors.
As of December 31, 2024, the Company's insurance in force 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:
As of December 31,
$ in billions
2024
2023
% of
% of
Insurance
Insurance
Insurance
Insurance
Geographic Location
in Force
in Force
in Force
in Force
California
$
12.1
22.3%
$
13.4
22.0%
Illinois
6.0
11.0%
6.6
10.8%
New Jersey
3.8
7.0%
3.8
6.2%
Hawaii
3.5
6.5%
3.6
6.0%
Virginia
3.2
6.0%
3.4
5.6%
Texas
2.0
3.7%
2.7
4.4%
Colorado
1.6
2.9%
1.7
2.8%
Oregon
1.4
2.5%
1.7
2.8%
Georgia
1.2
2.2%
1.5
2.4%
New York
1.1
2.1%
1.5
2.5%
Subtotal
35.9
66.2%
39.9
65.5%
Nationally Diversified
6.3
11.5%
6.7
11.1%
Other states
10.1
18.5%
11.8
19.4%
Total United States
52.3
96.2%
58.4
96.0%
Internationally Diversified
0.2
0.4%
0.2
0.3%
Country specific
1.8
3.4%
2.3
3.7%
Total non-United States
2.0
3.8%
2.5
4.0%
Total
$
54.3
100.0%
$
60.9
100.0%
107
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 12: 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:
As of December 31,
$ in billions
2024
2023
Insurance
Gross Par
Insurance
Gross Par
Bond type
in Force
Amount
in Force
Amount
Global public finance - United States:
General obligation (1)
$
14.6
$
7.0
$
16.8
$
8.0
Military housing
12.7
6.5
13.2
6.6
Tax-backed
9.8
4.2
11.0
4.9
Transportation
6.1
1.9
6.5
2.1
Municipal utilities
5.4
3.9
6.4
4.6
Higher education
0.8
0.6
1.0
0.7
General obligation - lease
0.8
0.5
1.0
0.7
Health care
0.6
0.4
0.7
0.4
Investor-owned utilities (2)
0.4
0.3
0.4
0.3
Other (3)
-
-
0.1
-
Total United States
51.2
25.3
57.1
28.3
Global public finance - non-United States:
Sovereign-related and sub-sovereign (4)
1.1
0.9
1.3
1.0
Transportation
0.3
0.2
0.4
0.4
Other (5)
0.1
0.1
0.1
0.1
Total non-United States
1.5
1.2
1.8
1.5
Total global public finance
52.7
26.5
58.9
29.8
Global structured finance:
Mortgage-backed residential
0.8
0.5
0.9
0.6
Corporate asset-backed
0.4
0.4
0.5
0.4
Mortgage-backed commercial
0.3
0.1
0.4
0.2
Consumer asset-backed
0.1
0.1
0.1
0.1
Collateralized debt obligations
-
-
0.1
0.1
Total global structured finance
1.6
1.1
2.0
1.4
Total
$
54.3
$
27.6
$
60.9
$
31.2
(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 stadium related financings, municipal housing and certain non-profit enterprises.
(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, tax backed and utility transactions.
Affiliated Financial Obligations Insured by MBIA Corp.
Investment agreement contracts and MTNs issued by the Company’s corporate segment 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, 2024, the maximum amount of future
payments that MBIA Corp. could be required to make under these guarantees is $0.9 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.
108
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 12: Insurance in Force (continued)
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 $1.5 billion and $1.7 billion as of December
31, 2024 and 2023, respectively.
As of December 31, 2024, the aggregate amount of insured par outstanding ceded by MBIA to reinsurers under
reinsurance agreements was $671 million compared with $782 million as of December 31, 2023. As of December 31,
2024, $539 million of the ceded par outstanding was ceded from the Company’s U.S. public finance insurance segment
and $132 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, 2024 for its U.S. public finance
and international and structured finance insurance operations.
In millions
Reinsurers
Standard & Poor's
Rating (Status)
Moody's Rating (Status)
Ceded Par
Outstanding
Letters of
Credit/Trust
Accounts
Reinsurance
Recoverable/(Payable),
Net(1)
Assured Guaranty Re Ltd.
AA
WR(2)
$
348 $
21 $
13
(Stable Outlook)
Assured Guaranty Inc.
AA
A1
317
-
1
(Stable Outlook)
(Stable Outlook)
Others
A or above
WR(2) or above
6
-
-
Total
$
671 $
21 $
14
(1) - Total reinsurance recoverable/(payable) is primarily related to recoverables on paid and unpaid losses net of paid and unpaid salvage due to reinsurers.
(2) - Represents a withdrawal of ratings.
109
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 13: 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. The Company has commenced the process of dissolving MBIA Mexico under
Mexican law. 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 2024, 2023 and 2022, National had statutory net losses of $133 million, $142 million and statutory net income of $75
million, respectively. As of December 31, 2024, National’s statutory capital was $912 million, consisting of policyholders’
surplus of $602 million and contingency reserves of $310 million. As of December 31, 2023, National had statutory capital
of $1.1 billion.
As of December 31, 2024, National was in compliance with its aggregate risk limits under NYIL, but was not in compliance
with certain of its single risk limits.
MBIA Insurance Corporation
For 2024, 2023 and 2022, MBIA Insurance Corporation had statutory net losses of $64 million, $28 million and statutory
net income of $46 million, respectively. As of December 31, 2024, MBIA Insurance Corporation’s statutory capital was $88
million, consisting of policyholders’ surplus of $83 million and contingency reserves of $5 million. As of December 31,
2023, MBIA Insurance Corporation had statutory capital of $152 million. MBIA Insurance Corporation’s policyholders’
surplus as of December 31, 2024 and 2023 included negative unassigned surplus of $1.9 billion. MBIA Insurance
Corporation’s policyholders’ surplus may be further negatively impacted if future additional insured losses are incurred.
As of December 31, 2024, 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.
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.
During 2024, National declared and paid a dividend of $69 million to its ultimate parent, MBIA Inc. In 2023, National paid a
$550 million special dividend that was approved by the NYSDFS to its ultimate parent, MBIA Inc. In addition, National
declared and paid an as-of-right dividend of $97 million to its ultimate parent, MBIA Inc.
110
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 13: Insurance Regulations and Dividends (continued)
In 2024, 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, 2024 and is not expected to have any statutory capacity to pay
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 14: Benefit Plans
Long-term Incentive Plans
Plan Description
The Company maintains the Amended and Restated MBIA Inc. Omnibus Incentive Plan (the “Omnibus Plan”), which was
originally effective upon approval by the shareholders of the Company on May 5, 2005, and subsequently amended on
May 7, 2009, May 1, 2012, May 5, 2020, May 3, 2022 and May 2024. Under the Omnibus Plan a maximum of 17,750,000
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. In 2024, the
type of equity awards granted by the Company were time-based restricted stock. In 2022 and 2023, the Company granted
time and performance based restricted stock awards.
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 1,370,920 shares available for future grants under the Omnibus Plan as of December 31, 2024.
In accordance with accounting guidance for share-based payments, the Company expenses the fair value of stock-based
compensation as described in the following sections. 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 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 restricted stock awards beyond the retirement date in accordance with the original vesting terms and
to immediately vest all outstanding time-based restricted stock 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 restricted stock awards has been included in the
compensation expense amounts. Refer to the “Performance Based Awards” section below for additional information on
compensation expense.
111
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 14: Benefit Plans (continued)
Restricted Stock
The fair value of the restricted shares awarded, net of cancellations, determined on the grant date during 2024 was $5
million and 2023 was $6 million, respectively. The amount of unearned compensation, net of estimated forfeitures, was $2
million as of December 31, 2024, which is expected to be recognized as expense over a weighted average period of 1.87
years. Unearned compensation is amortized to expense over the appropriate vesting period.
In connection with the MBIA Inc. dividend payment to shareholders, payments to restricted stockholders was considered a
modification of the original restricted stock awards since the dividend payment was required to be made to restricted
stockholders. There was no additional compensation expense recognized on the restricted stock awards as a result of the
dividend payment, since the fair value of the awards immediately before the modification was the same as the fair value of
the awards after the modification, including the cash payment. Therefore, the dividend payment to restricted stockholders
was effectively a cash settlement of a portion of the original awards since no future service is required to earn the
cash. Since the restricted stock awards were unvested at the modification date, the dividend payment accelerated the
recognition of compensation expense by $5 million in 2023 for the portion of the arrangement that was settled. Refer to
“Note 1: Business Developments and Risks and Uncertainties” for additional information on the dividend.
Compensation expense related to the restricted shares, net of estimated forfeitures, was $7 million, $18 million and $12
million for the years ended December 31, 2024, 2023 and 2022, respectively. There was no tax charge related to the
restricted share awards during 2024, 2023 and 2022 after consideration of the Company’s valuation allowance.
A summary of the Company’s restricted shares outstanding as of December 31, 2024, 2023 and 2022, and changes
during the years ended on those dates, is presented in the following table:
Restricted Share Activity
2024
2023
2022
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
4,838,270
$
9.9295
5,759,505
$
9.5583
5,907,636
$
9.1868
Granted
793,891
6.4543
519,238
11.6314
478,670
13.4214
Vested
(1,418,225)
8.6867
(1,440,473)
9.0587
(586,582)
9.2154
Forfeited
(216,460)
13.8595
—
—
(40,219)
5.9673
Outstanding at end of year
3,997,476
$
9.4675
4,838,270
$
9.9295
5,759,505
$
9.5583
Performance Based Awards
During 2023 and 2022, the Company granted 255,340 and 216,460 restricted shares, respectively, to certain key
employees which have a vesting schedule dependent on the achievement of certain stock price targets 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. As of December 31, 2024 and December 31, 2022, certain
previously awarded grants did not meet the stock price performance target. The corresponding cancellation of shares has
been included in the above restricted stock disclosures. As of December 31, 2023, certain previously awarded grants
exceeded the stock price performance target which resulted in issuing additional shares. In 2024, the Company granted
71,193 restricted shares representing the dividend value on the above target shares that will vest on the same vesting
schedule as the performance shares. The corresponding issuance of additional shares has been included in the above
restricted stock disclosure.
112
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 14: Benefit Plans (continued)
Pension, 401(k) and Deferred Compensation 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. Pension benefits vest over the first five-year
period of employment 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.
The Company also maintains a qualified 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 the first five-year period of employment 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.
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.
Expenses related to these plans for the years ended December 31, 2024, 2023 and 2022 were $2 million, $2 million and
$3 million, respectively.
113
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 15: 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 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 reported separately for continuing operations and discontinued
operations. Basic earnings per share for continuing operations and discontinued operations is computed by dividing net
income from continuing operations and discontinued operations 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 unvested restricted stock outstanding during the period that could potentially result in the issuance of common stock.
The dilution from unvested restricted stock is calculated by applying the two-class method and using the treasury stock
method. The treasury stock method assumes the proceeds from 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 become vested, the transaction would be net share
settled resulting in a significantly lower impact to the outstanding share balance in comparison to the total amount of the
potentially dilutive securities. During periods of net loss, unvested restricted stock is excluded from the calculation
because it would have an antidilutive effect. Therefore, in periods of net loss, the calculation of basic and diluted earnings
per share would result in the same value.
The following table presents the computation of basic and diluted earnings per share for the years ended December 31,
2024, 2023 and 2022:
Years Ended December 31,
In millions except per share amounts
2024
2023
2022
Basic and diluted earnings per share:
Net income (loss) from continuing operations available to common shareholders
$
(441)
$
(484) $ (149)
Income (loss) from discontinued operations, net of income taxes
(3)
(3)
(54)
Less: Net income (loss) from discontinued operations attributable to noncontrolling
interests
3
4
(8)
Net income (loss) from discontinued operations attributable to MBIA Inc.
(6)
(7)
(46)
Net income (loss) attributable to MBIA Inc.
$
(447)
$
(491) $ (195)
Basic and diluted weighted average shares (1)
47.4
48.2
49.8
Net income (loss) per common share attributable to MBIA Inc. - basic and diluted:
Continuing operations
$
(9.31)
$
(10.03) $ (3.00)
Discontinued operations
(0.12)
(0.15)
(0.92)
Net income (loss) per share attributable to MBIA Inc. - basic and diluted
$
(9.43)
$
(10.18) $ (3.92)
Potentially dilutive securities excluded from the calculation of diluted EPS
because of antidilutive affect
3.2
4.3
5.0
(1) - Includes approximately 1 million of participating securities that met the service condition and were eligible to receive nonforfeitable dividends or dividend equivalents for
each of the years ended December 31, 2024, 2023 and 2022 respectively.
114
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 16: Common and Preferred Stock
Common Stock
Share Repurchases
Purchases or 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 purchases or 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 May 3, 2023,
the Company’s Board of Directors approved a share repurchase program authorizing the Company and/or National to
purchase up to $100 million of the Company’s shares in open market transactions, in privately negotiated transactions or
by any other legal means. During 2024, MBIA Inc. or National did not repurchase or purchase any MBIA Inc. common
shares. During 2023, National or the Company purchased or repurchased 3.6 million shares at an average price per share
of $8.12. As of December 31, 2024, the remaining authorization under this share repurchase program was $71 million.
Any excise tax on share repurchases is reflected as an additional cost of the shares acquired and is recorded in “Treasury
stock, at cost” with a corresponding liability recorded in “Other liabilities” on the Company’s consolidated balance sheets.
For 2023, the excise tax calculated was not material and is not included in the above amounts.
Dividends
On December 7, 2023, the Company's Board of Directors declared an extraordinary cash dividend on MBIA’s common
stock of $8.00 per share. Refer to “Note 1: Business Developments and Risks and Uncertainties” for a further information
about this dividend.
Preferred Stock
As of December 31, 2024, 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 2024, 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 SOFR plus 2.26161%. 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, 2024 and 2023, 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.
115
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 17: Accumulated Other Comprehensive Income
The following table presents the changes in the components of AOCI for the years ended December 31, 2024, 2023 and
2022:
In millions
Unrealized
Gains (Losses)
on AFS
Securities, Net
Foreign Current
Translation, Net
Instrument-
Specific Credit
Risk of Liabilities
Measured at Fair
Value, Net
Total
Balance, January 1, 2022
$
138
$
(6) $
(32) $
100
Other comprehensive income (loss) before
reclassifications
(362)
2
(31)
(391)
Amounts reclassified from AOCI
(10)
-
18
8
Net period other comprehensive income (loss)
(372)
2
(13)
(383)
Balance, December 31, 2022
$
(234) $
(4) $
(45) $ (283)
Other comprehensive income (loss) before
reclassifications
33
-
(1)
32
Amounts reclassified from AOCI
67
-
45
112
Net period other comprehensive income (loss)
100
-
44
144
Balance, December 31, 2023
$
(134) $
(4) $
(1) $ (139)
Other comprehensive income (loss) before
reclassifications
(19)
(1)
-
(20)
Amounts reclassified from AOCI
3
-
28
31
Net period other comprehensive income (loss)
(16)
(1)
28
11
Balance, December 31, 2024
$
(150) $
(5) $
27
$ (128)
The following table presents the details of the reclassifications from AOCI for the years ended December 31, 2024, 2023
and 2022:
In millions
Amounts Reclassified from AOCI
Years Ended December 31,
Details about AOCI Components
2024
2023
2022
Affected Line Item on the Consolidated
Statements of Operations
Unrealized gains (losses) on AFS securities:
Realized gains (losses) on sale of securities
$
(3)
$
(67)
$
10
Net realized investment gains (losses)
Instrument-specific credit risk of liabilities:
Deconsolidation of VIEs
(9)
(20)
-
Other net realized gains (losses) - VIEs
Settlement of liabilities
(19)
(25)
(18)
Net gains (losses) on financial instruments at fair value
and foreign exchange - VIEs
Total reclassifications for the period
$
(31)
$
(112)
$
(8)
Net income (loss) attributable to MBIA Inc.
116
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 18: 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
Zohar CDO 2003-1, Ltd., et al. v. Patriarch Partners, LLC et al., Case No. 1:17-cv-0307-WHP (S.D.N.Y.)
On November 27, 2017, Lynn Tilton and certain affiliated entities including Patriarch Partners, LLC commenced a third-
party complaint against MBIA Inc., MBIA Insurance Corp. and other Zohar Fund stakeholders seeking damages for
alleged breaches of the contracts governing the Zohar Funds and additional alleged legal duties and obligations relating
to the Funds. On December 22, 2020, the Company and the other third-party defendants moved to dismiss the third-party
complaint. On July 6, 2021, following the completion of briefing on those motions to dismiss, the presiding judge, the
Honorable William H. Pauley died, and the case was reassigned to the Honorable P. Kevin Castel. On September 29,
2021, Judge Castel issued a decision on the motions to dismiss; granting them almost in full, with certain claims being
stayed rather than dismissed, pending further developments in the Adversary Proceedings pending in the Zohar Funds
Bankruptcy Cases in Delaware Bankruptcy Court.
Zohar Litigation Trust-A v. Tilton, et al. (f/k/a MBIA Insurance Corp. v. Tilton et al.),Adversary Case No. 20-50776
(KBO) (Bankr. Del.)
On July 30, 2020, MBIA Corp. commenced an adversary proceeding in the Zohar Funds Bankruptcy Cases against Lynn
Tilton and certain affiliated entities seeking damages incurred by MBIA Corp. in connection with insurance policies it
issued on senior notes issued by Zohar I and Zohar II. On July 23, 2021, the court denied in part and granted in part
Tilton’s and her affiliated defendants’ motion to dismiss the complaint. The court denied defendants’ motion with respect
to MBIA’s claims for breach of contract, tortious interference, unjust enrichment, and malicious prosecution of claims
Tilton brought against MBIA in Delaware. On February 1, 2022, MBIA filed its most recent Amended Complaint pursuant
to and in accordance with the court’s multiple rulings on defendants’ motion to dismiss and related filings regarding the
parties’ pleadings. Defendants filed their Answer to MBIA’s most recent Amended Complaint on April 13, 2022. Following
the confirmation of a liquidation plan of the Zohar Collateral by the Delaware Bankruptcy Court and that plan becoming
effective on August 2, 2022, MBIA Corp.’s claims in this adversary proceeding, among other assets, were transferred and
assigned to a litigation trust (Zohar Litigation Trust-A, or "the Trust") and distributed to MBIA Corp. in the form of interests
in the Trust subject to oversight by MBIA Corp. and another former Zohar creditor. As a result, on September 12, 2022,
the court ordered the substitution of the Trust, as successor-in-interest to MBIA Corp., for MBIA Corp. as plaintiff in this
adversary proceeding. Accordingly, MBIA Corp. is no longer the plaintiff or party to this adversary proceeding. On
September 13, 2022, the Delaware Bankruptcy Court ordered the consolidation of this adversary proceeding for discovery
and pretrial proceedings with an adversary proceeding commenced in 2020 by the Zohar Funds against Lynn Tilton in the
Delaware Bankruptcy Court. Pursuant to that order, all pleadings concerning the now-consolidated proceedings shall be
filed only in the adversary proceeding captioned Zohar III, Corp. v. Patriarch Partners, LLC, Adv. Proc. No. 20-50534
(KBO).
117
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 18: Commitments and Contingencies (continued)
Complaint Objecting to Defendant's Claims and Seeking Related Relief, Case No. 17-BK-4780-LTS (D.P.R. July 1, 2019)
On July 1, 2019, the Oversight Board and the Puerto Rico Fiscal Agency and Financial Advisory Authority filed an
adversary complaint against the Trustee for the PREPA bonds, challenging the validity of the liens arising under the Trust
Agreement securing the insurance obligations of National. On September 30, 2022, the Oversight Board filed an amended
complaint objecting to: (1) the secured claims asserted by the Trustee in PREPA’s assets; and (2) all unsecured claims of
the Trustee, including as a result of the disallowance of the Trustee’s claims. The Oversight Board alleges that the
Trustee’s security interest in PREPA’s property is limited to moneys deposited to the credit of the sinking fund and
subordinate funds, and are non-recourse except as to the same sinking and subordinate funds moneys actually
deposited. In addition it asserts that the Trust Agreement does not grant security interests in any of the covenants or
remedies thereunder, that any security interests in deposit accounts other than those held by the Trustee are unperfected,
and that there can be no security interest in the covenants and remedies, and if so, would be unperfected. The
Defendants, including National, filed an answer and counterclaim on October 17, 2022. On October 24, 2022, the
Oversight Board and Defendants each filed summary judgment motions seeking expedited resolution of certain counts in
the amended complaint. On March 22, 2023, the Court ruled on summary judgment, finding the bondholders' liens only
extend to the amount of funds held in certain specified accounts. In addition, the court determined that the unsecured
portion of the bondholders' claims were subject to estimation of their scope. On January 29, 2024, the First Circuit Court
of Appeals heard argument on the appeals and cross appeals of the parties. On June 12, 2024, the First Circuit Court of
Appeals reversed Judge Swain's prior rulings and supported bondholder liens and claim amounts (the "Appeal Decision").
On June 26, 2024, the Oversight Board filed a petition for a First Circuit panel rehearing, and the UCC filed an en banc
appeal. On November 13, 2024, the First Circuit affirmed the Appeal Decision. On November 27, 2024, the Oversight
Board filed a petition for further rehearing, and on December 31, 2024, the First Circuit denied the rehearing request.
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 legal proceedings 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. The 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 is recognized on a straight-
line basis.
In May of 2024, the Company notified its landlord of the Purchase, New York lease that it is exercising its right to
terminate the lease in August of 2025 ("Termination Date"). In connection with this termination notice, the Company will
pay a termination fee that includes the unamortized amount of incentives, free rent and other costs at the Termination
Date. The Company accounted for this termination as a lease modification and remeasured its lease liability to the present
value of the remaining lease payments and adjusted its right-of-use ("ROU") asset as of the modification date in
accordance with ASC 842. This resulted in a decrease of the Company's ROU asset and lease liability of $7 million and
did not have a material impact to lease expense recognized in the Company’s consolidated statements of operations.
118
MBIA Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 18: Commitments and Contingencies (continued)
The following table provides information about the Company’s leases as of December 31, 2024:
$ in millions
As of
December 31, 2024
Balance Sheet
Location
Right-of-use asset
$
1
Other assets
Lease liability
$
6
Other liabilities
Weighted average remaining lease term
(years)
0.7
Discount rate used for operating leases
10.5%
Total future minimum lease payments
$
7
Other Commitment
MBIA Corp. and other non-affiliates agreed to provide a delayed draw term loan commitment to an entity which MBIA
Corp. holds as an equity investment. MBIA Corp.'s maximum commitment to this loan is approximately $15 million which
was fully drawn and outstanding as of December 31, 2024.
119
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 Annual Report on 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 effective as of December 31, 2024, the end of the period covered by this report.
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.
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.
Management has assessed the effectiveness of MBIA Inc.’s internal control over financial reporting as of December 31,
2024. In making its assessment, management used the criteria described 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, 2024 was effective.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 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.”
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 2024.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
120
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, 2024 (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.
The Company has adopted an insider trading policy governing the purchase, sale and other dispositions of its securities
by directors, officers and certain other insiders that is reasonably designed to promote compliance with insider trading
laws, rules and regulations and any applicable listing standards. A copy of this policy is filed with this Annual Report on
Form 10-K as Exhibit 19.1.
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, 2024, 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 14: Benefit Plans” in the Notes to Consolidated Financial Statements included in
this Annual Report on Form 10-K.
(a)
(b)
(c)
Number of
securities
remaining
Number of
available for
securities
Weighted
future issuance
to be issued
average
under equity
upon exercise
exercise price
compensation
of outstanding
of outstanding
plans (excluding
options,
options,
securities
warrants
warrants
reflected
Plan category
and rights (1)
and rights
in column (a)) (2)
Equity compensation plans approved by security holders
19,128
$
12.35
1,528,781
Equity compensation plans not approved by security holders
—
—
—
Total
19,128
12.35
1,528,781
(1) - Represents phantom shares granted under the Deferred Compensation and Stock Ownership Plan for Non-Employee Directors.
(2) - Includes 1,370,920 shares of common stock available for future grants under the MBIA Inc. 2005 Omnibus Incentive Plan and 157,861 shares of
common stock available for future grants under the Deferred Compensation and Stock Ownership Plan for Non-Employee Directors.
121
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.
122
Part IV
Item 15. Exhibits, Financial Statement Schedules
(a) Financial Statements and Financial Statement Schedules and Exhibits
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, 2024 and 2023.
Consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022.
Consolidated statements of comprehensive income (loss) for the years ended December 31, 2024, 2023 and
2022.
Consolidated statements of changes in shareholders’ equity for the years ended December 31, 2024, 2023 and
2022.
Consolidated statements of cash flows for the years ended December 31, 2024, 2023 and 2022.
Notes to consolidated financial statements.
2. Financial Statement Schedules
The following financial statement schedules are filed as part of this Annual Report on Form 10-K.
Schedule
Title
I
Summary of investments, other than investments in related parties, as of December 31, 2024.
II
Condensed financial information of Registrant:
Condensed balance sheets as of December 31, 2024 and 2023.
Condensed statements of operations for the years ended December 31, 2024, 2023 and 2022.
Condensed statements of cash flows for the years ended December 31, 2024, 2023 and 2022.
Notes to condensed financial statements.
IV
Reinsurance for the years ended December 31, 2024, 2023 and 2022.
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.)
123
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 March 27, 2020 incorporated by reference to Exhibit 3.1 to the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2022.
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.
In accordance with Item 601(b)(4)(iii) of Regulation S-K, certain instruments defining the rights of holders of long term
debt of the Company and its consolidated subsidiaries pursuant to which the total amount of securities authorized
thereunder does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis are not
filed herewith. The Company hereby agrees to furnish a copy of any such instrument to the SEC upon request.
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. Amended and Restated MBIA Inc. Omnibus Incentive Plan, as amended through May 2, 2024, incorporated by
reference to Exhibit 10.1 to the Company’s Form S-8 filed on June 24, 2024.
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.
124
Item 15. Exhibits, Financial Statement Schedules (continued)
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,
incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2018.
10.8. Restricted Stock Agreement, dated as of November 8, 2018, between MBIA Inc. and Adam T. Bergonzi,
incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2018.
10.9. Restricted Stock Agreement, dated as of November 8, 2018, between MBIA Inc. and William C. Fallon, incorporated
by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
10.10. Restricted Stock Agreement, dated as of November 8, 2018, between MBIA Inc. and Christopher H. Young,
incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2018.
10.11. Form of Restricted Stock Agreement Template between MBIA Inc. and (Named Executive Officers/Grantees) for
grants of restricted stock pursuant to the Amended and Restated MBIA Inc. Omnibus Incentive Plan, as amended,
incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021.
19.1. MBIA Inc. Insider Trading Policy
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.
97.1. MBIA Inc. Executive Compensation Clawback Policy, incorporated by reference to Exhibit 97.1 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2023.
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.
125
Item 15. Exhibits, Financial Statement Schedules (continued)
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.INS. XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRL
tags are embedded within the Inline XBRL document.
101.SCH. Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104. Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
126
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)
Date:
By:
/s/ William C. Fallon
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
Director and Chief Executive Officer
February 27, 2025
William C. Fallon
/s/ Joseph R. Schachinger
Chief Financial Officer
February 27, 2025
Joseph R. Schachinger
/s/ Shengying Yu
Assistant Vice President and Controller (Chief
February 27, 2025
Shengying Yu
Accounting Officer)
/s/ Steven J. Gilbert
Chairman and Director
February 27, 2025
Steven J. Gilbert
/s/ Diane Dewbrey
Director
February 27, 2025
Diane Dewbrey
/s/ Janice L. Innis-Thompson
Director
February 27, 2025
Janice L. Innis-Thompson
/s/ Theodore Shasta
Director
February 27, 2025
Theodore Shasta
/s/ Richard C. Vaughan
Director
February 27, 2025
Richard C. Vaughan
127
SCHEDULE I
MBIA INC. AND SUBSIDIARIES
SUMMARY OF INVESTMENTS, OTHER THAN INVESTMENTS IN RELATED PARTIES
December 31, 2024
(In millions)
December 31, 2024
Amount at
which shown
in the
Type of investment
Cost
Fair Value
balance sheet
Available-for-sale:
U.S. Treasury and government agency
$
189
$
170
$
170
State and municipal bonds
110
101
101
Foreign governments
12
10
10
Corporate obligations
496
391
391
Mortgage-backed securities:
Residential mortgage-backed agency
127
111
111
Residential mortgage-backed non-agency
36
32
32
Commercial mortgage-backed
7
7
7
Asset-backed securities:
Collateralized debt obligations
71
72
72
Other asset-backed
32
31
31
Total long-term available-for-sale
1,080
925
925
Short-term available-for-sale
311
311
311
Total available-for-sale
1,391
1,236
1,236
Investments at fair value
463
418
418
Other investments
1
1
1
Total investments
$
1,855
$
1,655
$
1,655
Assets of consolidated variable interest entities:
Loans receivable
$
37
$
28
$
28
Total investments of consolidated variable interest entities
$
37
$
28
$
28
128
SCHEDULE II
MBIA INC. (PARENT COMPANY)
CONDENSED BALANCE SHEETS
(In millions except share and per share amounts)
December 31,
2024
December 31,
2023
Assets
Investments:
Fixed-maturity securities held as available-for-sale, at fair value (amortized cost $120
and $131)
$
114
$
127
Short-term investments held as available-for-sale, at fair value (amortized cost $445
and $480)
445
480
Total investments
559
607
Cash and cash equivalents
32
33
Other assets
1
26
Total assets
$
592
$
666
Liabilities and Shareholders' Equity
Liabilities:
Investment agreements
$
204
$
221
Long-term debt
278
278
Affiliate loans payable
478
533
Accumulated loss of wholly-owned subsidiaries
1,721
1,290
Other liabilities
-
1
Total liabilities
2,681
2,323
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--283,186,115 and 283,186,115
283
283
Additional paid-in capital
2,492
2,515
Retained earnings (deficit)
(1,591)
(1,144)
Accumulated other comprehensive income (loss), net of tax
(128)
(139)
Treasury stock, at cost--232,215,934 and 232,323,184 shares
(3,145)
(3,172)
Total shareholders' equity of MBIA Inc.
(2,089)
(1,657)
Total liabilities and shareholders' equity
$
592
$
666
The condensed financial statements should be read in conjunction with the consolidated financial statements
and notes thereto and the accompanying notes.
129
SCHEDULE II
MBIA INC. (PARENT COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(In millions)
Years ended December 31,
2024
2023
2022
Revenues:
Net investment income
$
27
$
21
$
20
Net realized investment gains (losses)
-
(32)
(10)
Net gains (losses) on financial instruments at fair value and foreign
exchange
8
4
110
Other net realized gains (losses)
2
1
5
Total revenues
37
(6)
125
Expenses:
Operating
13
15
11
Interest
72
76
76
Total expenses
85
91
87
Gain (loss) before income taxes and equity in earnings of subsidiaries
(48)
(97)
38
Provision (benefit) for income taxes
(2)
(1)
(3)
Gain (loss) before equity in earnings of subsidiaries
(46)
(96)
41
Equity in net income (loss) of subsidiaries
(401)
(395)
(236)
Net income (loss)
$
(447)
$
(491)
$
(195)
The condensed financial statements should be read in conjunction with the consolidated financial statements
and notes thereto and the accompanying notes.
130
SCHEDULE II
MBIA INC. (PARENT COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(in millions)
Years ended December 31,
2024
2023
2022
Cash flows from operating activities:
Investment income received
$
7
$
369
$
89
Operating expenses paid and other operating
(9)
(16)
(25)
Interest paid, net of interest converted to principal
(68)
(72)
(51)
Income taxes (paid) received
2
1
(1)
Net cash provided (used) by operating activities
(68)
282
12
Cash flows from investing activities:
Purchases of available-for-sale investments
(27)
(67)
(86)
Sales of available-for-sale investments
-
289
149
Paydowns and maturities of available-for-sale investments
51
65
18
Sales, paydowns and maturities (purchases) of short-term investments, net
54
(380)
(41)
(Payments) proceeds for derivative settlements
(1)
(38)
(10)
Return of capital from subsidiaries, net
53
295
74
Net cash provided (used) by investing activities
130
164
104
Cash flows from financing activities:
Proceeds from investment agreements
-
7
8
Principal paydowns of investment agreements
(5)
(12)
(54)
Dividends paid
-
(409)
-
Principal paydowns of long-term debt
(1)
-
-
Payments for affiliate loans
(62)
(15)
(74)
Purchases of treasury stock
-
(6)
-
Restricted stock awards settlements
5
6
6
Net cash provided (used) by financing activities
(63)
(429)
(114)
Effect of exchange rates on cash and cash equivalents
-
-
(1)
Net increase (decrease) in cash and cash equivalents
(1)
17
1
Cash and cash equivalents - beginning of year
33
16
15
Cash and cash equivalents - end of year
$
32
$
33
$
16
Reconciliation of net income (loss) to net cash provided (used) by operating activities:
Net income (loss)
$
(447)
$
(491)
$
(195)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating
activities:
Change in:
Intercompany accounts receivable
-
(20)
(25)
Equity in earnings of subsidiaries
401
395
235
Dividends from subsidiaries
-
352
72
Net realized investment gains (losses)
-
32
10
Net (gains) losses on financial instruments at fair value and foreign exchange
(8)
(4)
(110)
Other net realized (gains) losses
(2)
(1)
(5)
Other operating
(12)
19
30
Total adjustments to net income (loss)
379
773
207
Net cash provided (used) by operating activities
$
(68)
$
282
$
12
The condensed financial statements should be read in conjunction with the consolidated financial statements
and notes thereto and the accompanying notes.
131
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, 2024, 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 $380 million.
During 2024, the Parent Company repurchased $10 million and $1 million principal amounts of the Parent Company
7.000% Debentures due 2025 from National and MBIA Corp., respectively, and $5 million principal amount of the Parent
Company 7.150% Debentures due 2027 from MBIA Corp. As of December 31, 2024, National owned $308 million
principal amount of the Parent Company 5.700% Senior Notes due 2034 and MBIA Corp. owned $29 million principal
amount of the Parent Company 6.625% Debentures due 2028; and the Parent Company owned $13 million of MBIA Corp.
surplus notes.
2. Accounting Policies
The Parent Company carries its investments in subsidiaries under the equity method.
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 2024, National declared and paid dividends of $69 million to its ultimate parent, MBIA Inc. The Parent Company
accounted for the dividend as a return of investment.
During 2023, National declared and paid a special dividend of $550 million and an as-of-right dividend of $97 million to its
ultimate parent, MBIA Inc.
During 2022, National declared and paid dividends of $72 million to its ultimate parent, MBIA Inc.
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. For a further discussion of the net
deferred tax asset, refer to footnote 10 to the Company’s consolidated financial statements.
132
SCHEDULE II
MBIA INC. (PARENT COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
5. Obligations under Investment Agreements
Refer to footnote 9 to the Company’s consolidated financial statements for information of investment agreements.
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, 2024 and 2023, the fair value of securities pledged as collateral with
respect to these investment agreements approximated $213 million and $241 million, respectively. The Parent Company’s
collateral as of December 31, 2024, consisted principally of U.S. Treasury and government agency and state and
municipal bonds, and was primarily held with major U.S. banks.
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.
8. Extraordinary Cash Dividend
On December 7, 2023, the Company's Board of Directors declared an extraordinary cash dividend on MBIA’s common
stock of $8.00 per share. The dividend was paid on December 22, 2023 to shareholders of record as of the close of
business on December 18, 2023.
133
SCHEDULE IV
MBIA INC. AND SUBSIDIARIES
REINSURANCE
Years Ended December 31, 2024, 2023 and 2022
(In millions)
Column A
Column B
Column C
Column D
Column E
Column F
Insurance Premium Written
Direct Amount
Ceded to Others
Assumed from
Other Companies
Net Amount
Percentage of
Amount
Assumed to Net
2024
$
4
$
-
$
-
$
4
0%
2023
$
5
$
-
$
-
$
5
0%
2022
$
(3)
$
-
$
-
$
(3)
0%
Exhibit 19.1
MBIA Policy Statement:
Insider Trading Policy
Page 1 of 8
MBIA INC. POLICY STATEMENT
TOPIC: INSIDER TRADING POLICY
I.
Purpose
Inside Information. It is against the laws of many countries, including the U.S., to “tip”
others who might make an investment decision based on Inside Information, as defined
below, or to trade on such a tip. The penalties for trading on or communicating Inside
Information are severe, both for the individual involved in such unlawful conduct
and for MBIA. These penalties include treble damages, disgorgement of profits and
jail sentences. In addition, Covered Persons could be subject to disciplinary action for
violating the policies set forth herein, including termination. If your securities transactions
become the subject of scrutiny, your actions will be decided after the fact with the clarity
of 20/20 hindsight. Therefore, if you have any questions about how to implement this
Policy, and the procedures herein for avoiding violations of insider trading laws and
regulations, contact the Legal Department or Chief Compliance Officer before taking
action.
Personal Trading Plans. Rule 10b5-1 (the “Rule”), adopted by the SEC in connection
with the issuance of Regulation FD, the “Fair Disclosure” rule, addresses certain issues
relating to insider trading liability. The Rule states that when a person trades in a security
while he or she is aware of material, non-public information, that person has traded “on
the basis of” that information for purposes of the anti-fraud provisions of the federal
securities laws. Thus, an individual cannot avoid insider trading liability based on the
argument that the individual did not actually use material inside information known to the
individual in making his/her trade.
The Rule also creates an affirmative defense to insider trading liability by providing that a
person's purchase or sale of a security is not “on the basis of” material non-public
information if the person making the purchase or sale demonstrates that before becoming
aware of the Inside Information, the person had (a) entered into a binding contract to
purchase or sell the security, (b) instructed another person to purchase or sell the security
for the instructing person's account, or (c) adopted a written plan for trading securities
(such contract, instruction or plan, a “Plan”), and the transactions in question were
executed pursuant to the Plan. A purchase or sale is not pursuant to a contract,
instruction, or plan if, among other things, the person who entered into the Plan altered or
deviated from the Plan to purchase or sell securities (whether by changing the amount,
price, or timing of the purchase or sale), or entered into or altered a corresponding or
hedging transaction or position with respect to those securities.
Exhibit 19.1
MBIA Policy Statement:
Insider Trading Policy
Page 2 of 8
A Plan must:
•
specify the amount of securities to be purchased or sold and the price at which, or
the date on which, the securities are to be purchased or sold;
•
include a written formula or algorithm, or computer program, for determining the
amount of securities to be purchased or sold and the price at which, or the date on
which, the securities are to be purchased or sold; or
•
not permit the person to exercise any subsequent influence over how, when, or
whether to effect purchases or sales. In addition, any other person who may effect
sales under the Plan must not be aware of the material nonpublic information when
doing so.
Members of MBIA’s Board of Directors and employees of MBIA engaging in transactions
in securities issued by the Company, including the sale of stock obtained as a result of the
exercise of options on MBIA Securities, may wish to take advantage of the safe harbor
offered by the Rule by utilizing a Plan as described in the Rule. Individuals can create a
variety of types of Plans to meet their financial preferences. While it is the responsibility
of the individual Covered Person to establish a Plan and trade in accordance with the
Plan, the Company can assist in the effort through procedures it established to help
design, create and maintain effective Plans that comply with the provisions of the Rule.
II.
Certain Definitions
“Covered Persons” or “you” means MBIA directors, officers and employees, whether
full-time, part-time or temporary, and those consultants, contractors, interns, vendors
and other individuals working for or on behalf of MBIA who have regular access to MBIA
property, who represent MBIA to third parties or who are identified as Covered Persons
in consultation with Compliance or the Legal Department. Any Covered Person action
that could be questionable is also unacceptable if engaged in by a related third party,
such as a spouse, family member, friend or any other person or entity with whom the
Covered Person is closely identified or in which the Covered Person has any significant
financial interest.
“Inside Information” is information that is both material and non-public.
“Insider” means directors, officers and employees of MBIA. It may also include people
who enter into a special relationship with MBIA and are given access to material, non-
public information solely for MBIA purposes (e.g., outside attorneys, accountants,
consultants, reinsurers, rating agencies, etc.).
Information is considered “material,” in general, if there is a likelihood that a reasonable
investor would consider it important in making an investment decision or information that
is likely to affect the price of securities.
Information is “non-public” if it has not been broadly disseminated to investors (e.g., by a
press release or in a report filed with the SEC) and if there has not been a sufficient
opportunity for the marketplace to absorb the information and make allowance for its
impact.
Exhibit 19.1
MBIA Policy Statement:
Insider Trading Policy
Page 3 of 8
“Interested Parties Securities” means the securities of an issuer for which MBIA provides
a financial guaranty insurance policy, whether or not such securities are insured by
MBIA.
“MBIA,” “Company” or “us” means MBIA Inc. and its subsidiaries.
“MBIA Securities” means equity or debt securities issued by MBIA Inc. or its subsidiaries,
and related derivatives.
“NYSE” means the New York Stock Exchange.
“Permitted Parties” means attorneys and/or investment bankers who are working on
specific projects for MBIA, MBIA’s accountants, rating agency professionals, regulators
and reinsurers, banks and others who have been or are considering providing or
underwriting credit to MBIA or its subsidiaries.
“Plan” means a written plan for trading securities.
“Policy” means this Policy Statement.
“Related Parties” means spouses, children, and adults living in the same household or
family trusts.
“Reporting Persons” means directors, executive officers and other persons who are
required to file reports under Section 16 of the Securities Exchange Act of 1934, as
amended.
“Retirement Plan Blackout Periods” mean certain blackout periods that are imposed on
any Company retirement plans.
“Rule” means Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
“SEC” means the United States Securities and Exchange Commission.
“Selective disclosure” means disclosure made in a forum that is not simultaneously
available to all investors, such as one-on-one telephone calls or meetings with analysts or
investors, correspondence, presentations, etc.
“Senior Officials” of MBIA for purposes of Regulation FD include members of the MBIA
Board of Directors, the senior management of MBIA Inc., the Head of Investor Relations,
and any other officers whose primary responsibility is to communicate with investors and
other external audiences.
“Tipping” means sharing material nonpublic information with a third party, whether or not
for compensation.
Exhibit 19.1
MBIA Policy Statement:
Insider Trading Policy
Page 4 of 8
III.
Policy Statement
Inside Information Policy Statement.
Restrictions on Trading Securities and Tipping. Covered Persons are
prohibited from directly or indirectly trading any securities or Tipping Inside
Information related to any securities when they obtain Inside Information about the
security in the course of their employment or engagement, including MBIA
Securities or Interested Parties Securities. Covered Persons must comply with all
applicable insider trading laws and regulations.
Restrictions on Trading MBIA Securities and Interested Parties Securities. It
is MBIA’s policy that, in order to minimize the risk that a Covered Person trades in,
or is even viewed as having traded in, MBIA Securities or Interested Parties
Securities while in possession of or having access to Inside Information, Covered
Persons must comply with the procedures set forth herein.
If you are in possession of Inside Information when your employment with the Company
terminates, the restrictions on trading securities and Tipping set forth above shall
continue until such time that such information has become public or is no longer
material.
Personal Trading Plan Policy Statement. It is MBIA’s policy to allow members of MBIA’s
Board of Directors and employees of MBIA engaging in transactions in MBIA Securities,
including the sale of stock obtained as a result of the exercise of options on MBIA
Securities, to take advantage of the safe harbor offered by the Rule by utilizing a Plan as
described in the Rule in accordance with the procedures set forth below.
Covered Persons who violate this Policy will be subject to disciplinary and/or legal action
for violating the policies set forth herein, including termination and/or forfeiture of certain
benefits. If a Covered Person knows or learns of a violation or potential violation of this
Policy, he or she must promptly report the facts to the Legal Department or Compliance.
Nothing in this Policy concedes or admits that any practice or act by MBIA is not subject
to an immunity, exception or defense to applicable laws or regulations.
IV.
Roles and Responsibilities
A.
Responsibility for the Implementation of this Policy
Each Covered Person is responsible for adhering to the policies and procedures set forth
herein.
Exhibit 19.1
MBIA Policy Statement:
Insider Trading Policy
Page 5 of 8
The Legal Department and Chief Compliance Officer are responsible for implementing this
Policy, for answering all questions regarding the implementation of this Policy and for
resolving issues of whether information received by a Covered Person is material and
non-public and thus, Inside Information.
B. Responsibility for Approval, Periodic Review and Escalation Procedures
The Legal Department and Chief Compliance Officer will approve and review this Policy
on a regular basis and update it as necessary. Upon learning of a violation or potential
violation of any provision of this Policy, the Legal Department or Chief Compliance Officer
will, in appropriate cases, promptly prepare a written report to the MBIA Risk Oversight
Committee providing full details and recommendations for further action.
V.
Scope
This Policy sets forth the policies and procedures of MBIA on a global, enterprise-wide
basis with respect to the use and dissemination of Inside Information by Covered Persons.
In addition to complying with this Policy, all Covered Persons located outside the United
States must comply with any and all local rules and regulations relating to the use and
dissemination of Inside Information, as advised by the Legal Department, Chief
Compliance Officer or local counsel, and where there may be a conflict between this Policy
and any local rule or regulation, such local rule or regulation will prevail.
VI.
Procedures
Part 1 Use of Inside Information
Restrictions on Trading MBIA Securities, Interested Parties Securities and Tipping.
In order to minimize the risk that a Covered Person trades in, or is even viewed as having
traded in, MBIA Securities or Interested Parties Securities or Tipping Inside Information
related to MBIA Securities or Interested Parties Securities while in possession of or having
access to Inside Information, MBIA has adopted the following procedures. In addition, this
Policy identifies those times when trading in MBIA's stock by certain Covered Persons is
not appropriate and is therefore not permitted. Furthermore, this Policy prohibits trading
in various derivative instruments related to MBIA Securities.
•
Prior Approval for Certain Officers: The following persons (and their Related Parties)
must have approval from the General Counsel, the Chief Compliance Officer or an
attorney in the Legal Department designated by the General Counsel before buying or
selling MBIA Securities or Interested Parties Securities: members of the Board of
Directors; officers with a title of Vice President or above; and any other Covered
Person designated by the General Counsel or Chief Compliance Officer from time to
time. Approval should be requested by all Covered Persons using the Trading
Approval tool on the corporate intranet. Non-discretionary account transactions are
not subject to the foregoing prior approval requirements.
Exhibit 19.1
MBIA Policy Statement:
Insider Trading Policy
Page 6 of 8
Blackout Periods: Covered Persons (and Related Parties) are prohibited from trading in
MBIA Securities during the period that begins no later than on the last NYSE trading day
prior to any scheduled key assumptions meetings in anticipation of MBIA Loss Reserve
Committee meetings in accordance with a notice provided by the Chief Compliance Officer
and ends after the second full NYSE trading day following the date on which MBIA
releases annual and quarterly earnings for such quarter. In addition, Covered Persons
are prohibited from trading in MBIA Securities during any other period during which the
Company announces that trading in MBIA Securities is prohibited. Any automatic
investments in MBIA Securities within any benefit plans are permitted at any time, but
discretionary trades within any benefit plans are only allowed during the trading window
and are subject to the preapproval requirements above.
•
Personal Trading Plans: Members of the Board of Directors and employees (and
Related Parties) may trade in MBIA Securities at any time, including during any
”blackout periods” as described above (i) if the trade is done pursuant to a Plan that is
approved by the Legal Department and is adopted at a time when the person adopting
the plan is not in possession of Inside Information; or (ii) if the order to buy or sell MBIA
Securities is given to a broker while the Covered Person (or Related Parties) is
otherwise permitted to trade the stock, provided that such order is properly
documented by such broker. To be approved by the Legal Department or Chief
Compliance Officer, a Plan should indicate the dates of, or price levels at which, and
the number of securities that the Covered Person (or Related Parties) plans to buy or
sell on such dates or at such price levels. Please refer to the section heading - The
Use and Dissemination of Inside Information - Personal Trading Plans Under SEC
Rule 10b5-1 in Part 2 of this Policy for more information.
•
Reporting Requirements: Reporting Persons must file reports of transactions in MBIA
Securities by filing a Form 4 with the SEC within two (2) business days following the
execution of such transactions. In order to ensure timely reporting of any trades by
the Company on their behalf, each Reporting Person shall notify the Legal Department
prior to a proposed transaction in MBIA Securities, by submitting a trading request,
unless the transaction is pursuant to a personal trading plan described above.
Personal trading plans on file with the Legal Department or Compliance constitute the
required notice. Promptly after the completed transaction, either the Reporting Person
or his/her broker must promptly provide the terms of the trade including the type of
transaction, the share price and the number of shares to the Legal Department or
Compliance.
•
Derivative Transactions: Covered Persons are prohibited from engaging in short sales
or transactions involving puts, calls and other types of derivative securities in MBIA
Securities, including equity swaps and similar derivative transactions.
•
Hedging Transactions. Certain forms of hedging or monetization transactions (such
as zero-cost collars and forward sale contracts) allow a person to lock in much of the
value of his or her stock holdings, often in exchange for all or part of the potential for
upside appreciation in the stock. These transactions allow the person to continue to
own the stock, but without the full risks and rewards of ownership. When that occurs,
the person may no longer have the same objectives as the Company's other
Exhibit 19.1
MBIA Policy Statement:
Insider Trading Policy
Page 7 of 8
stockholders. Therefore, Covered Persons are strongly discouraged from
engaging in such transactions with respect to MBIA Securities. Any Covered
Person wishing to enter into such an arrangement must first pre-clear the proposed
transaction with the Legal Department. Any request for pre-clearance of a hedging or
similar arrangement must be submitted to the Legal Department at least two weeks
before the proposed execution of documents evidencing the proposed transaction.
The Legal Department will then determine whether the transaction may proceed and,
if so, assist in complying with the SEC's reporting requirements.
•
Margin Accounts and Pledges. Securities held in a margin account may be sold by the
broker without the customer’s consent if the customer fails to meet a margin call.
Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in
foreclosure if the borrower defaults on the loan. A margin sale or foreclosure sale may
occur at a time when the pledger is aware of Inside Information or otherwise is not
permitted to trade in MBIA Securities pursuant to a blackout period restriction.
Therefore, the Company prohibits you from pledging MBIA Securities as collateral for
a loan, unless you first pre-clear the proposed transaction with the Legal Department.
Any person proposing to pledge MBIA Securities as collateral for a loan must submit
a request for pre-clearance to the Legal Department at least two weeks prior to the
proposed execution of documents evidencing the proposed pledge.
•
Retirement Plan Blackout Periods. It is unlawful for any Senior Officials of MBIA Inc.,
directly or indirectly, to purchase, sell or otherwise acquire or transfer any MBIA equity
security during certain Retirement Plan Blackout Periods. Regularly scheduled
“blackout periods” are excluded. The Company will notify Senior Officials of any
Retirement Plan Blackout Periods. All trading by Senior Officials, including any trades
under trading plans, must be suspended during Retirement Plan Blackout Periods.
•
Client Information. Covered Persons in MBIA’s insurance surveillance and financial
reporting operations may be at greater risk of violating the restrictions on insider
trading because of their fiduciary responsibilities to their clients and the potential
conflicts of interest inherent in their relationships with clients. In particular, if the
Company acquires inside information in the course of reviewing credits for insurance,
certain procedures have been adopted to prevent the transmission of this information.
Part 2 Personal Trading Plans Under SEC Rule 10b5-1
Personal Trading Plan Guidelines. The following guidelines are intended to assist
Covered Persons in the adoption of personal trading plans and other arrangements as a
defense to liability for insider trading violations, in accordance with the Rule:
1.
An individual wishing to take advantage of the Rule should draft a written Plan
consistent with the requirements of the Rule as noted above and should submit it
to the Legal Department or Compliance for review. The Legal Department or
Compliance will review each Plan and may suggest changes where appropriate.
The Legal Department or Compliance will maintain a file for all Company-reviewed
Plans.
Exhibit 19.1
MBIA Policy Statement:
Insider Trading Policy
Page 8 of 8
2.
In order to obtain the protection of the safe harbor rules under the Rule, after the
individual has filed his/her Plan with the Legal Department or Compliance, the
individual is responsible for executing all transactions in MBIA Securities in
accordance with the terms of the Plan. Individuals who are trading pursuant to a
Plan should retain brokerage confirms or other documentary evidence of the sale
or purchase of stock pursuant to each Plan transaction in order to facilitate
effective monitoring. The sale or purchase of MBIA Securities (including pursuant
to the exercise of any stock options) that is not done in accordance with the Plan
will not be subject to the safe harbor provisions of the Rule.
3.
It is MBIA’s policy that Plans may not be amended during blackout periods or
during any period in which the Covered Person who established the Plan has
Inside Information. Directors and employees will have to continue purchasing or
selling Company stock in accordance with the terms of the original Plan until such
information becomes public or until the end of the blackout period. Notice of any
amendment or termination of Plan should be given to the Legal Department or
Compliance.
4.
Reporting Persons must file reports of transactions in MBIA Securities by filing a
Form 4 with the SEC within two (2) business days following the execution of such
transactions. Although notice is required to be given to the Legal Department or
Compliance, personal trading plans on file with the Legal Department or
Compliance constitutes notice. Within two (2) hours of the completed transaction,
either the Reporting Person or his/her broker must promptly provide the terms of
the trade including the type of transaction, the share price and the number of
shares involved to the Legal Department or Compliance.
5.
All trading by Senior Officials, including any trades under Plans, must be
suspended during Retirement Plan Blackout Periods. Regularly scheduled
“blackout periods” are excluded. The Company will notify directors and executive
officers of any Retirement Plan Blackout Periods.
VII.
Effective Date
This Policy is effective January 15, 2025.
Exhibit 21
SUBSIDIARIES OF MBIA INC.
Name of Subsidiary
State/Country of Incorporation
MBIA Capital Corp.
Delaware
MBIA Global Funding, LLC
Delaware
MBIA Insurance Corporation
New York
MBIA Mexico, S.A. de C.V.
Mexico
MBIA Services Corporation
Delaware
National Public Finance Guarantee Holdings, Inc.
Delaware
National Public Finance Guarantee Corporation
New York
New Phoenix II, LLC
Delaware
Phoenix II Intermediate, LLC
Delaware
Phoenix II Recovery, LLC
Delaware
Promotora de Infraestructura Registral II, S.A. de C.V., SOFOM, E.R.
Mexico
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-34101, 033-
46062, 333-84300, 333-127539, 333-149839, 333-152894, 333-159648, 333-165713, 333-183529, 333-190738, 333-
194335, 333-262687, 333-264991 and 333-280443) of MBIA Inc. of our report dated February 27, 2025 relating to the
financial statements and financial statement schedules and the effectiveness of internal control over financial reporting,
which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 27, 2025
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William C. Fallon, certify that:
1.
I have reviewed the Annual Report of MBIA Inc. (the “Company”) on Form 10-K for the period ending December
31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”);
2.
Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Report;
3.
Based on my knowledge, the financial statements, and other financial information included in this Report, fairly
present in all material respects the financial condition, results of operations and cash flows of the Company as of,
and for, the periods presented in this Report;
4.
The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this Report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, 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;
(c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this
Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this Report based on such evaluation; and
(d) disclosed in this Report any change in the Company’s internal control over financial reporting that occurred
during the Company’s fourth quarter of 2024 that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting; and
5.
The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the Company’s auditors and to the audit committee of the board of directors:
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize
and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the Company’s internal control over financial reporting.
/s/ William C. Fallon
William C. Fallon
Chief Executive Officer
February 27, 2025
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph R. Schachinger, certify that:
1.
I have reviewed the Annual Report of MBIA Inc. (the “Company”) on Form 10-K for the period ending December
31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”);
2.
Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Report;
3.
Based on my knowledge, the financial statements, and other financial information included in this Report, fairly
present in all material respects the financial condition, results of operations and cash flows of the Company as of,
and for, the periods presented in this Report;
4.
The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this Report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, 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;
(c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this
Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this Report based on such evaluation; and
(d) disclosed in this Report any change in the Company’s internal control over financial reporting that occurred
during the Company’s fourth quarter of 2024 that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting; and
5.
The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the Company’s auditors and to the audit committee of the board of directors:
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize
and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the Company’s internal control over financial reporting.
/s/ Joseph R. Schachinger
Joseph R. Schachinger
Chief Financial Officer
February 27, 2025
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of MBIA Inc. (the “Company”) on Form 10-K for the period ending December 31,
2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William C. Fallon, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-
Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
/s/ William C. Fallon
William C. Fallon
Chief Executive Officer
February 27, 2025
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of MBIA Inc. (the “Company”) on Form 10-K for the period ending December 31,
2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph R. Schachinger,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
/s/ Joseph R. Schachinger
Joseph R. Schachinger
Chief Financial Officer
February 27, 2025