MBIA INC
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 28, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Consolidated Financial Statements
Note 1: Business Developments and Risks and Uncertainties
Summary
MBIA Inc., together with its consolidated subsidiaries, (collectively, “MBIA” or the “Company”) operates within the financial guarantee insurance industry. MBIA manages three operating segments: 1) United States (“U.S.”) public finance insurance; 2) corporate; and 3) international and structured finance insurance. The Company’s U.S. public finance insurance business is managed through National Public Finance Guarantee Corporation (“National”), the corporate segment is operated through MBIA Inc. and several of its subsidiaries, including its service company, MBIA Services Corporation (“MBIA Services”) and its international and structured finance insurance business is primarily operated through MBIA Insurance Corporation and its subsidiaries (“MBIA Corp.”).
Refer to “Note 12: Business Segments” for further information about the Company’s operating segments.
Business Developments
PREPA
During 2023, 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, 2023, National had$808 million of debt service outstanding related to PREPA.
In January 1, 2024, PREPA defaulted on scheduled debt service for National insured bonds and National paid gross claims in the aggregate of $16 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.
An amended plan of adjustment for PREPA and related disclosure statement was filed on February 9, 2023. On June 26, 2023, the Court entered an order reducing bondholder allowed net unsecured claims to $2.4 billion from approximately $7.6 billion. On August 25, 2023, National entered into the First Amendment to the PREPA Plan Support Agreement (the “Amended PSA”) with the Oversight Board, on behalf of itself and as the sole Title III representative of PREPA. By order dated November 17, 2023, the Court approved the Disclosure Statement for the Third Amended Plan incorporating, among other things, the terms of the Amended PSA. On December 29, 2023, the Oversight Board filed the Corrected Fourth Amended Title III Plan (the "Amended Plan"). The Amended PSA provides that, upon effective date of the Amended Plan, National shall receive cash, together with certain fees and expense reimbursement payments, in an amount based in part on the ultimate participation, if any, of certain currently non-accepting holders of uninsured PREPA bonds. The Amended PSA also provides National with additional consideration in the form of two types of contingent values instruments, whose value cannot be assured. The Amended PSA remains subject to a number of conditions, including (but not limited to) the Title III Court’s confirmation and effectiveness of the Amended Plan, as it may be further amended with the Court’s approval. Refer to “Note 6: Loss and Loss Adjustment Expense Reserves” for a further discussion of the Company’s PREPA reserves and recoveries.
In November of 2023, National declared and paid an as-of-right dividend of $97 million 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. A portion of the dividends from National are being retained by MBIA Inc. and are intended to be used for general corporate purposes including, but not limited to, future operating expenses and debt service obligations.
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. MBIA Corp. has anticipated that it would receive substantial recoveries on the loans made to, and equity interests in, portfolio companies that, until late March of 2020, were purportedly controlled and managed by the sponsor and former collateral manager of the Zohar CDOs (collectively, the “Zohar Collateral”). Since March of 2018, MBIA Corp. had been pursuing those recoveries in a Delaware bankruptcy proceeding filed by the Zohar CDOs (“Zohar Funds Bankruptcy Cases”). Pursuant to a plan of liquidation that became effective in August of 2022, all remaining Zohar Collateral was distributed to MBIA Corp. either directly or in the form of interests in certain asset recovery entities. There still remains significant uncertainty with respect to the realizable value of the remaining loans and equity interests that formerly constituted the Zohar Collateral. 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.
The interests in the asset recovery entities include various loans to and equity interest in portfolio companies. 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. In accordance with Accounting Standards Codification (“ASC”) 360-10, Property, Plant, and Equipment and ASC 205-20, Presentation of Financial Statements-Discontinued Operations, certain of these portfolio companies met the criteria to be classified as held for sale and discontinued operations. Refer to the following “Discontinued Operations” section below for further information about the Company’s 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”).
Discontinued Operations
For those Zohar-related portfolio companies in which the Company acquired an interest and which have met the criteria for held for sale classification in accordance with ASC 360, the Company classified these entities as held for disposition. Accordingly, the Company classified the assets and liabilities of consolidated portfolio companies and the interests in certain nonconsolidated portfolio companies as held for sale. Furthermore, as these entities met the one-year probable sale criteria on the acquisition date, and the remaining held for sale criteria within a short period following the acquisition date, these entities were classified as discontinued operations in accordance with ASC 205. As of December 31, 2023 and 2022, 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, 2023 and 2022. During 2023, the net assets of one of the Company's Zohar-related portfolio companies that was classified as held for sale was disposed. The consideration received as part of this disposition was approximate to the carrying value of the assets and liabilities held for sale. For the net assets of the Company's Zohar-related portfolio companies that are classified as held for sale beyond one year, 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.
In the first quarter of 2023, the Company recorded income from discontinued operations, net of income taxes of $18 million, to correct the overstatement of a loss recognized in the fourth quarter of 2022 related to the loss on disposal group. Additionally, the Company recorded a loss from discontinued operations attributable to noncontrolling interests in the first quarter of 2023 of $8 million to correct the overstatement of a loss attributable to noncontrolling interests recognized in the fourth quarter of 2022. The Company evaluated the materiality of these errors in accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 99, Materiality, and SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements, and concluded that these errors, individually and in the aggregate, were immaterial to the current and the prior periods to which these errors relate.
The following table summarizes the components of assets and liabilities held for sale:
| As of | ||
|---|---|---|
| In millions | December 31, 2023 | December 31, 2022 |
| Assets held for sale | ||
| Cash | $1 | $12 |
| Accounts receivable | 17 | 24 |
| Goodwill | 90 | 90 |
| Other assets | 9 | 8 |
| Loss on disposal group | (44) | (54) |
| Total assets held for sale | $73 | $80 |
| Liabilities held for sale | ||
| Accounts payable | $7 | $12 |
| Debt | 39 | 30 |
| Accrued expenses and other | 18 | 19 |
| Total liabilities held for sale | $64 | $61 |
The results of operations from discontinued operations for theyears ended December 31, 2023 and 2022 consist of the following:
| Years Ended December 31, | |||||
|---|---|---|---|---|---|
| In millions · 2023 · 2022 | |||||
| Revenues: | |||||
| Revenues | $116 | $58 | |||
| Cost of sales | 58 | 29 | |||
| Total revenues from discontinued operations | 58 | 29 | |||
| Expenses: | |||||
| Operating | 67 | 28 | |||
| Interest | 4 | 1 | |||
| Increase (decrease) on loss on disposal group | (10) | 54 | |||
| Total expenses from discontinued operations | 61 | 83 | |||
| Income (loss) before income taxes from discontinued operations | (3) | (54) | |||
| Provision (benefit) for income taxes from discontinued operations | - | - | |||
| Income (loss) from discontinued operations, net of income taxes | $(3) | $(54) | |||
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. While National has entered into an agreement to support a plan to resolve the PREPA proceeding, PREPA may continue to fail to make payments when due, which could cause National to make additional claims payments which could be material. There is no assurance the Amended Plan will ultimately be confirmed and become effective. 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 on the Zohar Collateral, 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.
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, and fixed-maturity investments classified as trading. 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.
Other investments at amortized cost primarily include a promissory note that the Company accounts for as a collateralized loan receivable carried at the outstanding principal balance. This note accrues interest at a rate of 7% per annum and an additional 2% per annum after and during the continuation of an event of default. The note is prepayable at any time and from time to time without premium and penalty, and secured by certain real estate properties and other collateral of the issuer. Repayment of the note consist offour annual installments of $0.6 million, commencing on August 31, 2024, followed by a final payment of outstanding principal and accrued interest on the August 31, 2028 maturity date, subject to a ratable reduction of the remaining total payments in the event of any prepayment.
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.
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 fixed-maturity securities classified as trading and 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.
For the collateralized loan receivable, the Company performs credit evaluations and maintains allowance for potential credit losses. In determining the amount of allowance for credit losses, the Company considers the borrower-specific information, including the value of the collateral. There wereno impairment losses for the collateralized loan receivable for the year ended December 31, 2023.
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.
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. 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. 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 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.
Derivatives
The Company generally uses interest rate derivatives to manage the risk associated with changes in interest rates on specified assets and foreign currency derivatives to manage the foreign currency risk associated with certain foreign currency-denominated assets and liabilities. During 2023, the Company terminated substantially all of its interest rate derivatives. The Company's insured derivatives primarily consists of insured interest rate swaps and inflation-linked swaps related to its insured debt issuances. Derivative instruments are reported at fair value on the consolidated balance sheets as either assets or liabilities depending on the rights or obligations with gains and losses recognized in the consolidated statements of operations within “Net gains (losses) on financial instruments at fair value and foreign exchange”.
In certain instances, the Company purchased or issued securities that contain embedded derivatives that were separated from the host contracts and accounted for as derivative instruments. In addition, the Company elected to record at fair value certain financial instruments that contain embedded derivatives that would have otherwise required bifurcation from the host contracts and been accounted for separately as derivative instruments. These hybrid financial instruments included certain medium-term notes ("MTNs") and certain AFS securities. The Company elected to fair value these hybrid financial instruments in their entirety given the complexity of bifurcating the embedded derivatives.
Refer to “Note 9: Derivative Instruments” for a further discussion of the Company’s use of derivatives and their impact on the Company’s consolidated financial statements and “Note 7: Fair Value of Financial Instruments” for derivative valuation techniques and fair value disclosures.
Fair Value Measurements—Definition and Hierarchy
The Company carries certain financial instruments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement of financial instruments held or issued by the Company are determined through the use of observable market data when available. Market data is obtained from a variety of third-party sources, including dealer quotes. If dealer quotes are not available for an instrument that is infrequently traded, the Company uses alternate valuation methods, including either dealer quotes for similar instruments or pricing models that use market data inputs. The use of alternate valuation methods generally requires considerable judgment in the application of estimates and assumptions and changes to such estimates and assumptions may produce materially different fair values. The Company considers its own nonperformance risk and the nonperformance risk of its counterparties when measuring fair value.
The accounting guidance establishes a fair value hierarchy that categorizes into three levels, the inputs used to measure fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available and reliable. Observable inputs are those 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.
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.
Medium-Term Notes and Investment Agreements
MTNs and investment agreements are carried at the principal amount outstanding plus accrued interest and net of unamortized discounts, or at fair value for certain MTNs. 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.
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 15: 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 “Accumulated other comprehensive income (loss)” in shareholders’ equity. Operating results of the Company’s non-U.S. operations are translated at average rates of exchange prevailing during the year. Foreign currency remeasurement gains and losses resulting from transactions in non-functional currencies are recorded in earnings. The Company derecognizes the cumulative translation adjustment reported in “Accumulated other comprehensive income (loss)” and includes the amount as part of the gain or loss on the sale or liquidation of its investment in a foreign entity in the period in which the sale or liquidation occurs.
Income Taxes
Deferred income taxes are recorded with respect to 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, 2023 and 2022, 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.
In establishing a liability for an unrecognized tax benefit (“UTB”), assumptions may be made in determining whether a tax position is more likely than not to be sustained upon examination by the taxing authority and also in determining the ultimate amount that is likely to be realized. A tax position is recognized only when, based on management’s judgment regarding the application of income tax laws, it is more likely than not that the tax position will be sustained upon examination. The amount of tax benefit recognized is based on the Company’s assessment of the largest amount of benefit that is more likely than not to be realized on ultimate settlement with the taxing authority. This measurement is based on many factors, including whether a tax dispute may be settled through negotiation with the taxing authority or is only subject to review in the courts. As new information becomes available, the Company evaluates its tax positions, and adjusts its UTB, as appropriate. If the tax benefit ultimately realized differs from the amount previously recognized, the Company recognizes an adjustment of the UTB.
Refer to “Note 11: Income Taxes” for additional information about the Company’s income taxes.
Note 3: Recent Accounting Pronouncements
Recently Adopted Accounting Standards
In January of 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-01, “Reference Rate Reform – Scope,” which clarified the scope and application of the original guidance, ASU 2020-04,“Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” issued in March of 2020. In December of 2022, the FASB issued ASU 2022-06,“Reference Rate Reform – Deferral of the Sunset Date of Topic 848,” which extends the sunset date to December 31, 2024. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or other rates that are expected to be discontinued, subject to meeting certain criteria. These ASUs were effective upon issuance and included an election to apply the amendments prospectively through December 31, 2024. The Company adopted these ASUs in the second quarter of 2023 and the adoption of these ASUs did not materially affect the Company’s consolidated financial statements.
The Company has identified its LIBOR transition as primarily effecting its insurance portfolio exposures that reference or are indexed to LIBOR, interest rate swaps referencing LIBOR, investments indexed to an interbank offered rate, including LIBOR, and MBIA Corp.’s surplus notes. The Company will be applying the accounting relief as relevant contract modifications are made through December 31, 2024. Contract modifications are expected to only include those that address a LIBOR transition.
The Company has not adopted any other new accounting pronouncements that had a material impact on its consolidated financial statements.
Recent Accounting Developments
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 is 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 should be applied retrospectively to all periods presented. The Company plans to adopt the amendments of ASU 2023-07 for fiscal year ending December 31, 2024 and is currently evaluating the potential impact of adopting ASU 2023-07.
Note 3: Recent Accounting Pronouncements (continued)
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.
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 third, second and first quarters of 2023, the Company deconsolidatedone 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 wereno consolidations or deconsolidations in the fourth quarter of 2023. In 2022, the Company consolidatedone VIE related to the Zohar CDOs' plan of liquidation and deconsolidatedone VIE. There wereno gains (losses) on the consolidation and deconsolidation of the VIEs in 2022. Consolidation and deconsolidation gains andlosses, 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.
Note 4: Variable Interest Entities (continued)
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.
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, 2023 and 2022. 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.
| Carrying Value of Assets · Carrying Value of Liabilities | ||||||
|---|---|---|---|---|---|---|
| In millions | MaximumExposureto Loss | Investments | PremiumsReceivable | Insurance LossRecoverable | UnearnedPremiumRevenue | Loss and LossAdjustmentExpenseReserves |
| 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 |
| Carrying Value of Assets · Carrying Value of Liabilities | ||||||
|---|---|---|---|---|---|---|
| In millions | MaximumExposureto Loss | Investments | PremiumsReceivable | Insurance LossRecoverable | UnearnedPremiumRevenue | Loss and LossAdjustmentExpenseReserves |
| Insurance: | ||||||
| Global structured finance: | ||||||
| Mortgage-backed residential | $996 | $75 | $6 | $21 | $4 | $277 |
| Consumer asset-backed | 164 | - | - | - | 1 | 5 |
| Corporate asset-backed | 450 | - | 3 | 7 | 3 | - |
| Total global structured finance | 1,610 | 75 | 9 | 28 | 8 | 282 |
| Global public finance | 230 | - | 5 | - | 4 | - |
| Total insurance | $1,840 | $75 | $14 | $28 | $12 | $282 |
Note 5: Insurance Premiums
The following tables present a roll forward of the Company’s premiums receivable for the years ended December 31, 2023 and 2022:
| 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 MBIA's consolidated statement 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, | |||||||
| 2021 · Received · Written · Policies · Discount (1) · Other (2) · 2022 | |||||||
| $178 | $(20) | $ | - | $(6) | $5 | $3 | $160 |
(1) -Recorded within premiums earned on MBIA's consolidated statement of operations.
(2) -The change primarily relates to the reversal of credit losses due to policy terminations.
As of December 31, 2023 and 2022, the weighted average risk-free rates used to discount future installment premiums were 3.0% and 2.9%, respectively, and the weighted average expected collection term of the premiums receivable was 8.75 years and 8.95 years, respectively. As of December 31, 2023 and 2022, reinsurance premiums payable was $4 million 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.
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, 2024 | $2 |
| June 30, 2024 | 5 |
| September 30, 2024 | 4 |
| December 31, 2024 | 6 |
| Twelve months ending: | |
| December 31, 2025 | 15 |
| December 31, 2026 | 13 |
| December 31, 2027 | 12 |
| December 31, 2028 | 12 |
| Five years ending: | |
| December 31, 2033 | 47 |
| December 31, 2038 | 34 |
| December 31, 2043 and thereafter | 35 |
| Total | $185 |
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, 2023 | $232 | ||||||||
| Three months ending: | |||||||||
| March 31, 2024 | 224 | $4 | $4 | $1 | $9 | ||||
| June 30, 2024 | 217 | 3 | 4 | 1 | 8 | ||||
| September 30, 2024 | 210 | 3 | 4 | 1 | 8 | ||||
| December 31, 2024 | 203 | 3 | 4 | 1 | 8 | ||||
| Twelve months ending: | |||||||||
| December 31, 2025 | 178 | 12 | 13 | 4 | 29 | ||||
| December 31, 2026 | 156 | 11 | 11 | 3 | 25 | ||||
| December 31, 2027 | 138 | 9 | 9 | 3 | 21 | ||||
| December 31, 2028 | 122 | 8 | 8 | 3 | 19 | ||||
| Five years ending: | |||||||||
| December 31, 2033 | 63 | 27 | 32 | 11 | 70 | ||||
| December 31, 2038 | 30 | 11 | 22 | 7 | 40 | ||||
| December 31, 2043 and thereafter | - | 8 | 22 | 4 | 34 | ||||
| Total | $99 | $133 | $39 | $271 | |||||
Note 6: Loss and Loss Adjust ment 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.
“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, 2023. 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.
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, 2023 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, 2023 and 2022 are presented in the following table:
| As of December 31, 2023 · As of December 31, 2022 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | $152 | $230 | $107 | $154 | ||||||||
| International and Structured Finance Insurance: | ||||||||||||
| Before VIE eliminations | 32 | 335 | 32 | 488 | ||||||||
| VIE eliminations | (1) | (92) | (2) | (203) | ||||||||
| Total international and structured finance insurance | 31 | 243 | 30 | 285 | ||||||||
| Total | $183 | $473 | $137 | $439 | ||||||||
(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, 2023 and 2022. Changes in loss and LAE reserves, with the exception of loss and LAE payments and the impact of the revaluation of loss reserves denominated in amounts other than U.S. dollars, are recorded in “Losses and loss adjustment” expenses in the Company’s consolidated statements of operations. As of December 31, 2023, the weighted average risk-free rate used to discount the Company’s loss reserves (claim liability) was 3.97%. LAE reserves are generally expected to be settled within aone-year period and are not discounted. As of December 31, 2023 and 2022, the Company’s gross loss and LAE reserves included $8 million and $12 million, respectively, related to LAE.
| 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.
| In millions · Changes in Loss and LAE Reserves for the Year Ended December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Gross Loss · Gross Loss | ||||||
| and LAE · Accretion · Changes in · and LAE | ||||||
| Reserves as of · Net Loss · of Claim · Changes in · Unearned · Reserves as of | ||||||
| December 31, | and LAE | Liability | Discount | Changes in | Premium | December 31, |
| 2021 | Payments (1) | Discount | Rates | Assumptions (2) | Revenue | 2022 |
| $894 | $(960) | $21 | $(102) | $570 | $16 | $439 |
(1) -Amount is net of recoveries received.
(2) -Includes changes in amount and timing of estimated payments and recoveries.
The increase in the Company’s loss and LAE reserves was primarily due to updated scenarios to reflect the Amended PSA with PREPA as well as accretion, partially offset by claims payments on PREPA and the termination of a first-lien RMBS insured transaction.
The decrease in the Company’s loss and LAE reserves during 2022 was primarily due to claim payments made on Puerto Rico and RMBS exposure, and to a lesser extent, a decline in net reserves on RMBS exposure as a result of an increase in the risk-free rates used to present value loss reserves. This was partially offset by a decrease in expected PREPA recoveries on claims not yet paid, which are netted in loss and LAE reserves, as well as higher expected claim payments.
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, 2023 and 2022. 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 | |||||||
|---|---|---|---|---|---|---|---|
| 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 |
| Changes in Insurance Loss Recoverable | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross · Gross | ||||||||||||
| Recoverable · Recoverable | ||||||||||||
| as of · Accretion · Changes in · as of | ||||||||||||
| December 31, · Collections · of · Discount · Changes in · December 31, | ||||||||||||
| In millions · 2021 · for Cases · Recoveries · Rates · Assumptions · 2022 | ||||||||||||
| Insurance loss recoverable | $ | 1,296 | $ | (1,608) | $ | 7 | $ | (22) | $ | 464 | $ | 137 |
The increase in the Company’s insurance loss recoverable during 2023 was primarily due to the PREPA debt service payments, and includes a change in scenarios to reflect the current status of a proposed settlement which is expected in 2024.
The decrease in the Company’s insurance loss recoverable during 2022 was primarily due to the receipt of recoveries from the Puerto Rico Commonwealth GO ("GO") and Puerto Rico Highway and Transportation Authority ("HTA") settlements and from the sale of PREPA bankruptcy claims. In addition, the decrease was due to the receipt of the remaining collateral in the Zohar CDOs to MBIA Corp. As a result of this distribution, the insurance loss recoverable was replaced with the fair values of MBIA Corp.’s interests in entities compromising the collateral. Refer “Note 1: Business Developments and Risks and Uncertainties” to for further information on the Company’s accounting for these interests.
Loss and LAE Activity
For 2023, the incurred loss primarily relates to updating PREPA scenarios to reflect the Amended PSA, which resulted in lower net expected recoveries. Changes in scenario assumptions also include 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.
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 PSA 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.
For 2021, loss and LAE incurred primarily related to changes in loss and recovery scenario assumptions on HTA, PREPA, GO, CDO and RMBS credits, and changes in risk-free rates. National modified its HTA scenarios to reflect the most recent Plan of Adjustment including certain assumptions about recovery valuation on the date it expected to receive cash, bonds, and a CVI, which resulted in a decreased recovery value. National modified its PREPA scenarios to reflect assumptions about actual and anticipated sales of the recoverables on PREPA bankruptcy claims that have been fully satisfied by National’s insurance claim payments, which decreased its expected PREPA recoveries, partially offset by additional expected recoveries under the PREPA RSA. With regard to GO, National recorded a benefit as a result of modifying its scenario assumptions to incorporate the final terms of the Plan of Adjustment. This included a commutation of 27% of National’s outstanding insured bonds and an acceleration of National’s remaining insured bonds. In addition, National updated its GO loss reserve scenarios to include certain assumptions about recovery valuation on the date it expected to receive cash, bonds and a CVI. For CDOs, the Company incurred losses related to a decline in estimated recoveries of paid claims. The increase in risk free rates during 2021 resulted in unfavorable changes in future recoveries on unpaid losses on certain Puerto Rico exposure and favorable changes in unpaid losses on the Company’s insured first-lien RMBS exposure.
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 2023, 2022 and 2021 gross LAE related to remediating insured obligations were $6 million, $3 million and $47 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, 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.
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, 2022:
| Surveillance Categories | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Caution · Caution · Caution | |||||||||||||||||||||
| List · List · List · Classified | |||||||||||||||||||||
| $ in millions · Low · Medium · High · List · Total | |||||||||||||||||||||
| Number of policies | 57 | 3 | - | 101 | 161 | ||||||||||||||||
| Number of issues (1) | 17 | 2 | - | 80 | 99 | ||||||||||||||||
| Remaining weighted average contract period (in years) | 5.7 | 2.4 | - | 7.2 | 6.4 | ||||||||||||||||
| Gross insured contractual payments outstanding: (2) | |||||||||||||||||||||
| Principal | $1,723 | $4 | $ | - | $1,458 | $3,185 | |||||||||||||||
| Interest | 1,905 | 1 | - | 602 | 2,508 | ||||||||||||||||
| Total | $3,628 | $5 | $ | - | $2,060 | $5,693 | |||||||||||||||
| Gross Claim Liability (3) | $ | - | $ | - | $ | - | $677 | $677 | |||||||||||||
| Less: | |||||||||||||||||||||
| Gross Potential Recoveries (4) | - | - | - | 198 | 198 | ||||||||||||||||
| Discount, net (5) | - | - | - | 179 | 179 | ||||||||||||||||
| Net claim liability (recoverable) | $ | - | $ | - | $ | - | $300 | $300 | |||||||||||||
| Unearned premium revenue | $11 | $ | - | $ | - | $9 | $20 | ||||||||||||||
| Reinsurance recoverable on paid and unpaid losses (6) | $10 | ||||||||||||||||||||
(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 Fina ncial 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 held by consolidated VIEs. Financial liabilities, excluding derivative liabilities, issued by the Company primarily consist of debt issued for general corporate purposes within its corporate segment, MTNs, investment agreements, and debt issued by consolidated VIEs. Prior to 2023, the Company’s derivative liabilities were primarily interest rate swaps which were substantially terminated during the fourth quarter of 2023. As of December 31, 2023, the Company's derivative liabilities primarily consist of a cross currency swap held within consolidated VIEs.
Valuation techniques for financial instruments measured at fair value are described below.
Fixed-Maturity Securities Held as Available-For-Sale, Investments Carried at Fair Value, Investments Pledged as Collateral and Short-term Investments
These investments include investments in U.S. Treasury and government agencies, state and municipal bonds, foreign governments, corporate obligations, MBS, ABS, money market securities, and equity investments.
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 for certain equity investments, EBITDA multiples, discount rates, weightings, hard asset values and type certificate values.
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.
Loans Receivable at Fair Value
Loans receivable at fair value are assets held by consolidated VIEs 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 or internal cash flow models, 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
Other assets include receivables representing the right to receive reimbursement payments on claim payments expected to be made on certain insured VIE liabilities due to risk mitigating transactions with third parties executed to effectively defease, or, in-substance commute the Company’s exposure on its financial guarantee policies. The right to receive reimbursement payments is based on the value of the Company’s financial guarantee determined using a cash flow model. The fair value of the financial guarantee primarily contains unobservable inputs and is categorized in Level 3 of the fair value hierarchy.
Medium-term Notes at Fair Value
The Company has elected to measure certain MTNs at fair value on a recurring basis. The fair values of certain MTNs are based on quoted market prices provided by third-party sources, where available. When quoted market prices are not available, the Company applies a matrix pricing grid to determine fair value based on the quoted market prices received for similar instruments and considering the MTNs’ stated maturity and interest rate. Nonperformance risk is included in the quoted market prices and the matrix pricing grid. MTNs are categorized in Level 3 of the fair value hierarchy and do not include accrued interest.
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 or internal cash flow models. Fair values based on quoted prices of similar securities and internal cash flow models 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
Prior to 2023, the corporate segment entered into derivative transactions primarily consisting of interest rate swaps. Fair values of over-the-counter derivatives were determined using valuation models based on observable inputs, nonperformance risk of the Company and nonperformance risk of the counterparties. Observable and market-based inputs included interest rate yields, credit spreads and volatilities. These derivatives were categorized in Level 2 of the fair value hierarchy based on the lowest level input that was significant to the fair value measurement in its entirety.
A VIE consolidated by the Company entered into a derivative instrument consisting of a cross currency swap. 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, 2023 and 2022:
| 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) -Ranges 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.
| Fair Value as of · Range | ||||
|---|---|---|---|---|
| December 31, · (Weighted | ||||
| In millions | 2022 | Valuation Techniques | Unobservable Input | Average) |
| Assets: | ||||
| Equity Investments | $115 | Discounted cash flow | EBITDA multiples (1) | |
| Discount rate (1) | ||||
| Sum of the parts · Hard asset values (1) | ||||
| Type certificate values (1) | ||||
| Assets of consolidated VIEs: | ||||
| Loans receivable at fair value | 78 | Market prices of similar liabilities or internal cash flow models adjusted for financial guarantees provided to VIE obligations | Impact of financial guarantee | 12% - 88% (52%) (2) |
| Liabilities of consolidated VIEs: | ||||
| Variable interest entity notes | 172 | Market prices of VIE assets adjusted for financial guarantees provided or market prices of similar liabilities | Impact of financial guarantee | 34% - 82% (68%) (2) |
(1) -Range for EBITDA multiples, discount rate, hard asset values and type certificate values reflects their potential variability.
(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 EBITDA multiples, the discount rate, hard asset values and type certificate values. The fair value of equity investments is 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 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 or the market value derived from internal cash flow models. 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.
The significant unobservable input used in the fair value measurement of the Company’s VIE notes of consolidated VIEs is the impact of the financial guarantee. The fair value of VIE notes is calculated by adding the value of the financial guarantee to the market value of VIE assets. 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 or internal cash flow models. The value of a financial guarantee is 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, 2023 and 2022:
| 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 | ||||||||||||
| Derivative 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 | |||||||||||||
| 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) · 2022 | ||||||||||||||||||
| Assets: | ||||||||||||||||||
| Fixed-maturity investments: | ||||||||||||||||||
| U.S. Treasury and government agency | $463 | $54 | $ | - | $517 | |||||||||||||
| State and municipal bonds | - | 323 | - | 323 | ||||||||||||||
| Foreign governments | - | 21 | - | 21 | ||||||||||||||
| Corporate obligations | - | 797 | - | 797 | ||||||||||||||
| Mortgage-backed securities: | ||||||||||||||||||
| Residential mortgage-backed agency | - | 207 | - | 207 | ||||||||||||||
| Residential mortgage-backed non-agency | - | 95 | - | 95 | ||||||||||||||
| Commercial mortgage-backed | - | 24 | - | 24 | ||||||||||||||
| Asset-backed securities: | ||||||||||||||||||
| Collateralized debt obligations | - | 159 | - | 159 | ||||||||||||||
| Other asset-backed | - | 127 | - | 127 | ||||||||||||||
| Total fixed-maturity investments | 463 | 1,807 | - | 2,270 | ||||||||||||||
| Money market securities | 234 | - | - | 234 | ||||||||||||||
| Equity investments | 38 | 19 | 115 | 172 | ||||||||||||||
| Cash and cash equivalents | 50 | - | - | 50 | ||||||||||||||
| Assets of consolidated VIEs: | ||||||||||||||||||
| Corporate obligations | - | 4 | - | 4 | ||||||||||||||
| Mortgage-backed securities: | ||||||||||||||||||
| Residential mortgage-backed non-agency | - | 22 | - | 22 | ||||||||||||||
| Commercial mortgage-backed | - | 9 | - | 9 | ||||||||||||||
| Asset-backed securities: | ||||||||||||||||||
| Collateralized debt obligations | - | 5 | - | 5 | ||||||||||||||
| Other asset-backed | - | 7 | - | 7 | ||||||||||||||
| Cash | 16 | - | - | 16 | ||||||||||||||
| Loans receivable at fair value: | ||||||||||||||||||
| Residential loans receivable | - | - | 78 | 78 | ||||||||||||||
| Other assets | - | - | 23 | 23 | ||||||||||||||
| Total assets | $801 | $1,873 | $216 | $2,890 | ||||||||||||||
| Liabilities: | ||||||||||||||||||
| Medium-term notes | - | - | 41 | 41 | ||||||||||||||
| Derivative liabilities: | ||||||||||||||||||
| Non-insured interest rate derivatives | - | 49 | - | 49 | ||||||||||||||
| Liabilities of consolidated VIEs: | ||||||||||||||||||
| Variable interest entity notes | - | - | 172 | 172 | ||||||||||||||
| Currency derivatives | - | - | 6 | 6 | ||||||||||||||
| Total liabilities | $ | - | $49 | $219 | $268 | |||||||||||||
Level 3 assets at fair value as of December 31, 2023 and 2022 represented approximately 7% of total assets measured at fair value. Level 3 liabilities at fair value as of December 31, 2023 and 2022 represented approximately 99% and 82%, respectively, of total liabilities measured at fair value.
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, 2023 and 2022. 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) · 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 | ||||||||
| 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 | ||||||||
| 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) · 2022 · 2022 | ||||||||||||
| Liabilities: | ||||||||||||
| Long-term debt | $ | - | $330 | $ | - | $330 | $2,428 | |||||
| Medium-term notes | - | - | 310 | 310 | 458 | |||||||
| Investment agreements | - | - | 257 | 257 | 233 | |||||||
| Liabilities of consolidated VIEs: | ||||||||||||
| Variable interest entity loans payable | - | - | 2 | 2 | 2 | |||||||
| Total liabilities | $ | - | $330 | $569 | $899 | $3,121 | ||||||
| Financial Guarantees: | ||||||||||||
| Gross liability (recoverable) | $ | - | $ | - | $864 | $864 | $568 | |||||
| Ceded recoverable (liability) | - | - | 21 | 21 | 15 | |||||||
The following tables present information about changes in Level 3 assets (including short-term investments) and liabilities measured at fair value on a recurring basis for the years ended December 31, 2023 and 2022:
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 investments | 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 · 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 | 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 MBIA's Consolidated Statement of Comprehensive Income/Loss.
(2) -Reported within the "Instrument-specific credit risk of liabilities measured at fair value" on MBIA's Consolidated Statement of Comprehensive Income/Loss.
Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Year Ended December 31, 2022
| Change in · Change in | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unrealized · Unrealized | ||||||||||||||||||||||||||||
| Gains · Gains | ||||||||||||||||||||||||||||
| (Losses) for · (Losses) for | ||||||||||||||||||||||||||||
| the Period · the Period | ||||||||||||||||||||||||||||
| Included in · Included in | ||||||||||||||||||||||||||||
| Total · Earnings for · Earnings 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 | 2022 | 2022(1) | ||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||
| Residential mortgage- backed non-agency | $ | - | $2 | $ | - | $59 | $ | - | $(11) | $(50) | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||
| Equity securities | - | 14 | - | 101 | - | - | - | - | - | 115 | - | - | ||||||||||||||||
| Assets of consolidated VIEs: | ||||||||||||||||||||||||||||
| Collateralized debt obligations | 4 | - | - | - | - | (4) | - | - | - | - | - | - | ||||||||||||||||
| Loans receivable - residential | 77 | 10 | - | - | - | (9) | - | - | - | 78 | 5 | - | ||||||||||||||||
| Currency derivatives | 9 | (9) | - | - | - | - | - | - | - | - | (9) | - | ||||||||||||||||
| Other | 14 | 9 | - | - | - | - | - | - | - | 23 | 9 | - | ||||||||||||||||
| Total assets | $104 | $26 | $ | - | $160 | $ | - | $(24) | $(50) | $ | - | $ | - | $216 | $5 | $ | - | |||||||||||
| 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 | 2022 | 2022(2) | ||||||||||||
| Liabilities: | ||||||||||||||||||||||||
| Medium-term notes | $98 | $(24) | $16 | $ | - | $ | - | $(49) | $ | - | $ | - | $ | - | $41 | $(23) | $17 | |||||||
| Liabilities of consolidated VIEs: | ||||||||||||||||||||||||
| VIE notes | 291 | 14 | (2) | - | - | (131) | - | - | - | 172 | (10) | 14 | ||||||||||||
| Currency derivatives | - | 6 | - | - | - | - | - | - | - | 6 | 6 | - | ||||||||||||
| Total liabilities | $389 | $(4) | $14 | $ | - | $ | - | $(180) | $ | - | $ | - | $ | - | $219 | $(27) | $31 | |||||||
(1) -Reported within the "Unrealized gains (losses) on available-for-sale securities" on MBIA's Consolidated Statement of Comprehensive Income/Loss.
(2) -Reported within the "Instrument-specific credit risk of liabilities measured at fair value" on MBIA's Consolidated Statement of Comprehensive Income/Loss.
For the year ended December 31, 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, 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.
For the year ended December 31, 2022, there were no transfers into or out of Level 3.
Gains and losses (realized and unrealized) included in earnings relating to Level 3 assets and liabilities for the years ended December 31, 2023, 2022 and 2021 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, | |||||||||||||
| 2023 · 2022 · 2021 · 2023 · 2022 · 2021 | |||||||||||||
| Revenues: | |||||||||||||
| Net gains (losses) on financial instruments at fair value and foreign exchange | $(12) | $40 | $17 | $(12) | $23 | $17 | |||||||
| Revenues of consolidated VIEs (1) | (62) | (10) | (15) | (10) | 9 | - | |||||||
| Total | $(74) | $30 | $2 | $(22) | $32 | $17 | |||||||
(1) - Reported within "Net gains (losses) on financial instruments at fair value and foreign exchange-VIE" and "Other net realized gains (losses)-VIE" on MBIA's consolidated statements of operations.
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.
The following table presents the gains and (losses) included in the Company's consolidated statements of operations for theyears ended December 31, 2023, 2022 and 2021 for financial instruments for which the fair value option was elected:
| Years Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| In millions · 2023 · 2022 · 2021 | |||||||
| Investments carried at fair value (1) | $1 | $(17) | $3 | ||||
| Fixed-maturity securities held at fair value-VIE (3) | (4) | (5) | 4 | ||||
| Loans receivable and other instruments at fair value: | |||||||
| Residential mortgage loans (3) | (33) | 10 | 32 | ||||
| Loan repurchase commitments (2) | - | - | (4) | ||||
| Other assets-VIE (3) | 4 | 9 | - | ||||
| Medium-term notes (1) | (5) | 24 | 17 | ||||
| Variable interest entity notes (3) | (25) | (20) | (50) | ||||
(1) -Reported within "Net gains (losses) on financial instruments at fair value and foreign exchange" on MBIA's consolidated statements of operations.
(2) -Reported within "Net gains (losses) on financial instruments at fair value and foreign exchange-VIE" on MBIA's consolidated statements of operations.
(3) -Reported within "Net gains (losses) on financial instruments at fair value and foreign exchange-VIE" and "Other net realized gains (losses)-VIE" on MBIA'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, 2023 and 2022 for loans and notes for which the fair value option was elected:
| As of December 31, 2023 · As of December 31, 2022 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Contractual · Contractual | |||||||||||||
| Outstanding · Fair · Outstanding · Fair | |||||||||||||
| In millions · Principal · Value · Difference · Principal · Value · Difference | |||||||||||||
| Loans receivable at fair value: | |||||||||||||
| Residential mortgage loans - current | $18 | $18 | $ | - | $39 | $39 | $ | - | |||||
| Residential mortgage loans (90 days or more past due) | 58 | 17 | 41 | 149 | 39 | 110 | |||||||
| Total loans receivable and other instruments at fair value | $76 | $35 | $41 | $188 | $78 | $110 | |||||||
| Variable interest entity notes | $328 | $78 | $250 | $780 | $172 | $608 | |||||||
| Medium-term notes | $55 | $40 | $15 | $53 | $41 | $12 | |||||||
The differences between the contractual outstanding principal and the fair values on 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, 2023 and 2022, the cumulative changes in instrument-specific credit risk of liabilities elected under the fair value option were losses of $1 million and $45 million, respectively, reported in “Accumulated other comprehensive income” on the Company’s consolidated balance sheets. Changes in value attributable to instrument-specific credit risk were derived principally from changes in the Company’s credit spread. For liabilities of VIEs, additional adjustments to instrument-specific credit risk are required, which is determined by an analysis of deal specific performance of collateral that support these liabilities. During theyears ended December 31, 2023, 2022 and 2021, the portions of instrument-specific credit risk included in AOCI that were recognized in earnings due to settlement of liabilities were losses of $45 million, $18 million and $36 million, respectively.
Note 8: Inve stments
Investments, excluding equity instruments, those elected under the fair value option and those classified as trading, 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, 2023 and 2022:
| 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 | |||||||||||
| 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 | $541 | $ | - | $5 | $(38) | $508 | |||||||||||
| State and municipal bonds | 173 | - | 2 | (11) | 164 | ||||||||||||
| Foreign governments | 23 | - | - | (3) | 20 | ||||||||||||
| Corporate obligations | 862 | - | 1 | (148) | 715 | ||||||||||||
| Mortgage-backed securities: | |||||||||||||||||
| Residential mortgage-backed agency | 217 | - | - | (22) | 195 | ||||||||||||
| Residential mortgage-backed non-agency | 96 | - | 3 | (11) | 88 | ||||||||||||
| Commercial mortgage-backed | 24 | - | - | (1) | 23 | ||||||||||||
| Asset-backed securities: | |||||||||||||||||
| Collateralized debt obligations | 117 | - | - | (5) | 112 | ||||||||||||
| Other asset-backed | 110 | - | - | (4) | 106 | ||||||||||||
| Total AFS investments | $2,163 | $ | - | $11 | $(243) | $1,931 | |||||||||||
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, 2023. 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 | $573 | $573 |
| Due after one year through five years | 162 | 158 |
| Due after five years through ten years | 192 | 169 |
| Due after ten years | 446 | 362 |
| Mortgage-backed and asset-backed | 315 | 295 |
| Total fixed-maturity investments | $1,688 | $1,557 |
Deposited and Pledged Securities
The fair value of securities on deposit with various regulatory authorities as of December 31, 2023 and 2022 was $11 million and $10 million, respectively. 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, 2023 and 2022, the fair value of securities pledged as collateral for these investment agreements were $241 million and $251 million, respectively. The Company’s collateral as of December 31, 2023 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, 2023 and 2022:
| 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) | ||||||||||||||
| 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 | $266 | $(34) | $29 | $(4) | $295 | $(38) | ||||||||||||||
| State and municipal bonds | 92 | (10) | 1 | (1) | 93 | (11) | ||||||||||||||
| Foreign governments | 9 | (3) | - | - | 9 | (3) | ||||||||||||||
| Corporate obligations | 508 | (106) | 141 | (42) | 649 | (148) | ||||||||||||||
| Mortgage-backed securities: | ||||||||||||||||||||
| Residential mortgage-backed agency | 112 | (9) | 65 | (13) | 177 | (22) | ||||||||||||||
| Residential mortgage-backed non-agency | 65 | (10) | 2 | (1) | 67 | (11) | ||||||||||||||
| Commercial mortgage-backed | 18 | (1) | 1 | - | 19 | (1) | ||||||||||||||
| Asset-backed securities: | ||||||||||||||||||||
| Collateralized debt obligations | 51 | (1) | 60 | (4) | 111 | (5) | ||||||||||||||
| Other asset-backed | 44 | (3) | 24 | (1) | 68 | (4) | ||||||||||||||
| Total AFS investments | $1,165 | $(177) | $323 | $(66) | $1,488 | $(243) | ||||||||||||||
Gross unrealized losses on AFS investments decreased as of December 31, 2023 compared with December 31, 2022 primarily due to the reversal of unrealized losses into earnings driven by sales of investments and, to a lesser extent, also due to lower interest rates and 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, 2023 and 2022 was 14 years. As of December 31, 2023 and 2022, there were 450 and 210 securities, respectively, that were in an unrealized loss position for a continuous twelve- month period or longer, of which, fair values of 365 and 190 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, 2023:
| AFS Securities | |||
|---|---|---|---|
| Percentage of Fair Value | Number of | Book Value | Fair Value |
| Below Book Value | Securities | (in millions) | (in millions) |
| > 5% to 15% | 194 | $329 | $293 |
| > 15% to 25% | 99 | 209 | 169 |
| > 25% to 50% | 70 | 185 | 127 |
| > 50% | 2 | - | - |
| Total | 365 | $723 | $589 |
As of December 31, 2023, 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, 2023 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, 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.
Determination of Credit Losses on Guaranteed by the Company on 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, 2023 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, 2023.
| Unrealized · Insurance Loss | |||
|---|---|---|---|
| In millions | Fair Value | Loss | Reserve (1) |
| Mortgage-backed | $18 | $(4) | $22 |
| Corporate obligations | 78 | (34) | - |
| Total | $96 | $(38) | $22 |
(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.
Allowance for Credit Losses Rollforward for AFS
The following table presents the rollforward of allowance for credit losses on AFS investments for theyear ended December 31, 2022. The additions to the allowance for credit losses for year ended December 31, 2022 were related to concerns on an issuer’s credit deterioration as a result of the Ukraine and Russia conflict. Such allowance for credit losses was reversed in the same year due to the Company's intent to sell these securities. The Company did not establish an allowance for credit losses for AFS securities during 2023.
| Balance · Additions · Additions · Reductions · Reductions- · Change in · Balance | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| as of · not · arising · from · Intent · Allowance · as of | ||||||||||||||||
| December 31, · previously · from PCD · Securities · to sell · Previously · Write · December 31, | ||||||||||||||||
| In millions · 2021 · recorded · Assets · Sold · or MLTN · Recorded · Offs · Recoveries · 2022 | ||||||||||||||||
| AFS Investments | ||||||||||||||||
| Fixed-maturity investments: | ||||||||||||||||
| Corporate obligations | $ | - | $3 | $ | - | $ | - | $3 | $ | - | $ | - | $ | - | $ | - |
| Total Allowance on AFS investments | $ | - | $3 | $ | - | $ | - | $3 | $ | - | $ | - | $ | - | $ | - |
Sales of Available-for-Sale Investments
Gross realized gains and losses from sales of AFS investments are recorded within “Net realized investment gains (losses)”on the Company’s consolidated statements of operations. The proceeds and the gross realized gains and losses from sales of fixed-maturity securities held as AFS for theyears ended December 31, 2023, 2022 and 2021 are as follows:
| Years Ended December 31, | |||
|---|---|---|---|
| In millions | 2023 | 2022 | 2021 |
| Proceeds from sales | $943 | $1,100 | $597 |
| Gross realized gains | $4 | $5 | $12 |
| Gross realized losses | $(79) | $(47) | $(9) |
Equity and Trading Investments
Equity and trading investments are included within “Investments carried at fair value” on the Company’s consolidated balance sheets. Unrealized gains and losses recognized on equity and trading investments held as of the end of each period for the years ended December 31, 2023, 2022 and 2021 are as follows:
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| In millions · 2023 · 2022 · 2021 | ||||||
| Net gains (losses) recognized during the period on equity and trading securities | $(2) | $(21) | $6 | |||
| Less: | ||||||
| Net gains (losses) recognized during the period on equity and trading securities sold during the period | - | (6) | 1 | |||
| Unrealized gains (losses) recognized during the period on equity and trading securities still held at the reporting date | $(2) | $(15) | $5 | |||
Note 9: Deri vative Instruments
The Company has insured interest rate swaps and inflation-linked swaps related to its insured debt issuances in the U.S. public finance insurance and the international and structured finance insurance segments. These derivatives do not qualify for the financial guarantee scope exception and are accounted for as derivative instruments. The Company’s international and structured finance insurance segment consolidated a VIE which is party to a cross currency swap, entered into to manage the variability in cash flows resulting from fluctuations in foreign currency rates.
In the fourth quarter of 2023, the Company terminated substantially all of the derivative interest rate swaps used to manage the risks associated with fluctuations in interest rates in the corporate segment.
Credit Derivatives Sold
The following tables present information about credit derivatives sold by the Company’s insurance operations that were outstanding as of December 31, 2023 and 2022. Credit ratings represent the lower of underlying ratings assigned to the collateral by Moody’s Investor Services (“Moody’s”), Standard & Poor’s Financial Services, LLC (“S&P”) or MBIA.
| $ in millions | As of December 31, 2023 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notional Value | |||||||||||||
| Credit Derivatives Sold · Weighted Average Remaining Expected Maturity · AAA · AA · A · BBB · Below Investment Grade · Total Notional · Fair Value Asset (Liability) | |||||||||||||
| Insured swaps | 13.3 Years | $ | - | $42 | $962 | $205 | $60 | $1,269 | $(1) | ||||
| Total fair value | $ | - | $ | - | $ | - | $ | - | $(1) | $(1) | |||
| $ in millions | As of December 31, 2022 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notional Value | |||||||||||||||
| Credit Derivatives Sold · Weighted Average Remaining Expected Maturity · AAA · AA · A · BBB · Below Investment Grade · Total Notional · Fair Value Asset (Liability) | |||||||||||||||
| Insured swaps | 13.7 Years | $ | - | $50 | $1,013 | $227 | $60 | $1,350 | $ | - | |||||
| Total fair value | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||
Internal credit ratings assigned by MBIA on the underlying credit exposures are assigned by the Company’s surveillance group. In assigning an internal rating, current status reports from issuers and trustees, as well as publicly available transaction-specific information, are reviewed. The maximum potential amount of future payments (undiscounted) on insured swaps that are primarily insured interest rate swaps is estimated as the net interest settlements plus principal payments where applicable, on amortizing swaps.
MBIA may hold recourse provisions through subrogation rights of the swap counterparty, whereby if MBIA makes a claim payment, it may be entitled to receive net swap settlements from the issuer under the swap agreement.
Counterparty Credit Risk
For the interest rate swaps the Company terminated in the corporate segment during the fourth quarter of 2023, the Company managed counterparty credit risk on an individual counterparty basis through master netting agreements. These agreements allowed the Company to contractually net amounts due from a counterparty with those amounts due to such counterparty when certain triggering events occurred. The Company only executed swaps under master netting agreements, which typically contained mutual credit downgrade provisions that generally provided the ability to require assignment or termination in the event either MBIA or the counterparty was downgraded below a specified credit rating.
Under these agreements, the Company might receive or provide cash, U.S. Treasury or other highly rated securities to secure counterparties’ exposure to the Company or its exposure to counterparties, respectively. Such collateral was available to the holder to pay for replacing the counterparty in the event that the counterparty defaults. As of December 31, 2022, the Company didnot hold or post cash collateral to derivative counterparties.
As of December 31, 2022, the Company had securities with a fair value of $73 million posted to derivative counterparties, and the amount is included within “Fixed-maturity securities held as available-for-sale, at fair value” on the Company’s consolidated balance sheets.
As of December 31, 2023 and 2022, the fair value on theone remaining interest rate swap, Credit Support Annex (“CSA”) was a liability of $1 million. This CSA governs collateral posting requirements between MBIA and its derivative counterparties. As of December 31, 2023 and 2022, the counterparty was rated Aa3 by Moody’s and A+ by S&P.
Financial Statement Presentation
The fair value of amounts recognized for eligible derivative contracts executed with the same counterparty under a master netting agreement, including any cash collateral that may have been received or posted by the Company, is presented on a net basis in accordance with accounting guidance for the offsetting of fair value amounts related to derivative instruments. Insured swaps are not subject to master netting agreements. VIE derivative assets and liabilities are not presented net of any master netting agreements. Counterparty netting of derivative assets and liabilities offsets balances in “Interest rate swaps”, when applicable.
The following tables present the total fair value of the Company’s derivative assets and liabilities by instrument and balance sheet location, before counterparty netting, as of December 31, 2023 and 2022:
| In millions · Derivative Assets · Derivative Liabilities | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Notional | ||||||||||
| Amount · Fair · Fair | ||||||||||
| Derivative Instruments · Outstanding · Balance Sheet Location · Value · Balance Sheet Location · Value | ||||||||||
| Not designated as hedging instruments: | ||||||||||
| Insured swaps | $1,269 | Other assets | $ | - | Derivative liabilities | $(1) | ||||
| Interest rate swaps | 55 | Other assets | - | Derivative liabilities | (1) | |||||
| Currency swaps-VIE | 39 | Other assets-VIE | - | Derivative liabilities-VIE | (14) | |||||
| Total non-designated derivatives | $1,363 | $ | - | $(16) | ||||||
| In millions · Derivative Assets · Derivative Liabilities | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Notional | ||||||||||
| Amount · Fair · Fair | ||||||||||
| Derivative Instruments · Outstanding · Balance Sheet Location · Value · Balance Sheet Location · Value | ||||||||||
| Not designated as hedging instruments: | ||||||||||
| Insured swaps | $1,350 | Other assets | $ | - | Derivative liabilities | $ | - | |||
| Interest rate swaps | 380 | Other assets | - | Derivative liabilities | (49) | |||||
| Currency swaps-VIE | 36 | Other assets-VIE | - | Derivative liabilities-VIE | (6) | |||||
| Total non-designated derivatives | $1,766 | $ | - | $(55) | ||||||
The Company has elected to bifurcate the complex interest calculations embedded in certain MTNs into separate derivatives. The fair value of the bifurcate embedded derivatives is measured quarterly and in accordance with the accounting guidance for derivative instruments and hedging activities, the balance sheet location of the Company’s embedded derivative instruments is determined by the location of the related host contract, MTNs. The change in fair value of the Company's embedded derivatives is primarily driven by the redemption of their related MTNs. As of December 31, 2023 and 2022, the Company had embedded derivative assets of $1 million and embedded derivative liabilities of $3 million and $2 million, respectively.
The following table presents the effect of derivative instruments on the consolidated statements of operations for theyears ended December 31, 2023, 2022 and 2021:
| In millions | ||||||
|---|---|---|---|---|---|---|
| Derivatives Not Designated | Years Ended December 31, | |||||
| as Hedging Instruments · Location of Gain (Loss) Recognized in Income on Derivative · 2023 · 2022 · 2021 | ||||||
| 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 | 18 | ||
| Currency swaps-VIE | Net gains (losses) on financial instruments at fair value and foreign exchange-VIE | (7) | (15) | 3 | ||
| Total | $6 | $65 | $21 | |||
Note 10: 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 | 2023 | 2022 |
| 7.000% Debentures due 2025 | $45 | $45 |
| 7.150% Debentures due 2027 | 96 | 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 | 1,378 | 1,222 |
| Debt issuance costs | (7) | (8) |
| Total | $2,585 | $2,428 |
(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 LIBOR plus 11.26% until June 30, 2023. In connection with the Company's transition from LIBOR, effective July 1, 2023, the interest rate is based on three-month term Secured Overnight Financing Rate ("SOFR") plus 11.52161% at each future reset date.
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 and $1 million principal amount of MBIA Inc. 7.000% Debentures due 2025. As of December 31, 2023, National owned $308 million principal amount of the 5.700% Senior Notes due 2034 and $10 million principal amount of MBIA Inc.7.000% Debentures due 2025; MBIA Corp. owned $29 million principal amount of MBIA Inc.6.625% Debentures due 2028, $5 million principal amount of MBIA Inc.7.150% Debentures due 2027 and $1 million principal amount of MBIA Inc.7.000% Debentures due 2025; and MBIA Inc., through its corporate segment, owned $13 million of MBIA Corp. surplus notes. These amounts are eliminated 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:
Note 10: Debt (continued)
| In millions | 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | Total |
|---|---|---|---|---|---|---|---|
| Corporate debt | $— | $45 | $— | $96 | $112 | $21 | $274 |
| Surplus Notes due 2033 | — | — | — | — | — | 940 | 940 |
| Total debt obligations due | $— | $45 | $— | $96 | $112 | $961 | $1,214 |
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.
Investment agreements have been issued with fixed interest rates in U.S. dollars. As of December 31, 2023 and 2022, the annual interest rates on these agreements ranged from 4.78% to 6.88% and the weighted average interest rates were 6.06% and 6.09%, respectively. Expected principal payments due under these investment agreements in each of the next five years ending December 31, and thereafter, based upon contractual maturity dates, are as follows:
| Principal | |
|---|---|
| In millions | Amount |
| Maturity date: | |
| 2024 | $23 |
| 2025 | 35 |
| 2026 | 59 |
| 2027 | 29 |
| 2028 | 29 |
| Thereafter (through 2037) | 63 |
| Total expected principal payments (1) | $238 |
| Less discount and other adjustments (2) | 17 |
| Total | $221 |
(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. Certain MTNs are measured at fair value in accordance with the accounting guidance in Accounting Standards Codification Topic 815, “Derivatives and Hedging”. 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%. As of December 31, 2022, the interest rates of the MTNs ranged from 2.06% to 5.90% and the weighted average interest rate was 4.65%. Expected principal payments due under MTN obligations based on their contractual maturity dates are as follows:
| Principal | |
|---|---|
| In millions | Amount |
| Maturity date: | |
| 2024 | $34 |
| 2025 | 32 |
| 2026 | — |
| 2027 | 2 |
| 2028 | 30 |
| Thereafter (through 2035) | 572 |
| Total expected principal payments (1) | $670 |
| Less discount and other adjustments (2) | 173 |
| Total | $497 |
(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 $12 million and accrued interest adjustment of $3 million.
Note 10: Debt (continued)
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, 2023 and 2022, the aggregate unpaid contractual principal of consolidated VIE notes was $328 million and $780 million, respectively. As of December 31, 2023 and 2022, the unpaid contractual principal of MBIA-insured consolidated VIE notes was $96 million and $189 million, respectively, which excludes liabilities where the Company’s insured exposure has 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.
The following table provides the expected principal payments due under MBIA-insured consolidated VIE notes as of December 31, 2023, which are net of principal payments where the Company’s insured exposure has been fully offset by way of loss remediation transactions. For RMBS consolidated VIEs, principal amounts are based on the expected maturity dates and for all other consolidated VIEs, principal amounts are based on the contractual maturity dates.
| Insured | |
|---|---|
| Principal | |
| In millions | Amount |
| Maturity date: | |
| 2024 | $43 |
| 2025 | 9 |
| 2026 | 8 |
| 2027 | 4 |
| 2028 | 5 |
| Thereafter (through 2038) | 27 |
| Total | $96 |
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. During 2022, the third party loan funded at a principal amount of $7 million was partially repaid and as of December 31, 2023 and 2022 the outstanding balance was $3 million and $2 million, respectively. The outstanding unfunded commitment available to the litigation trust as of December 31, 2023 was $9 million.
Note 11: Income Taxes
Income (loss) from continuing operations before provision (benefit) for income taxes consisted of:
| Years Ended December 31, | |||
|---|---|---|---|
| In millions | 2023 | 2022 | 2021 |
| Domestic | $(484) | $(148) | $(445) |
| Foreign | - | - | - |
| Income (loss) from continuing operations before income taxes | $(484) | $(148) | $(445) |
The Company files a consolidated tax return that includes all of its U.S. subsidiaries and foreign branches. The Company also files tax returns in Spain, Mexico, and various state and local jurisdictions. Income tax expense (benefit) on income (loss) and shareholder's equity, net of changes in the Company's valuation allowance, consisted of:
| Years Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| In millions · 2023 · 2022 · 2021 | |||||||||
| Current taxes: | |||||||||
| Federal · $ · - · $ · - · $ · - | |||||||||
| State · - · - · - | |||||||||
| Foreign | - | 1 | - | ||||||
| Deferred taxes: | |||||||||
| Federal · - · - · - | |||||||||
| Foreign · - · - · - | |||||||||
| Provision (benefit) for income taxes | - | 1 | - | ||||||
| Income taxes charged (credited) to shareholders' equity related to: | |||||||||
| Change in unrealized gains (losses) on AFS securities · - · - · - | |||||||||
| Change in AFS securities with OTTI · - · - · - | |||||||||
| Change in foreign currency translation · - · - · - | |||||||||
| Total income taxes charged (credited) to shareholders' equity | - | - | - | ||||||
| Total effect of income taxes | $ | - | $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, 2023, 2022 and 2021 is presented in the following table:
| Years Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2023 · 2022 · 2021 | |||||||
| Federal income tax computed at the statutory rate | 21.0% | 21.0% | 21.0% | ||||
| Increase (reduction) in taxes resulting from: | |||||||
| Change in valuation allowance | (18.8)% | (9.4)% | (20.6)% | ||||
| Deferred inventory adjustments | (1.3)% | (9.3)% | 0.0% | ||||
| Excessive Remuneration Sec. 162(m) | (1.1)% | (1.7)% | (0.4)% | ||||
| Other | 0.2% | (1.1)% | 0.0% | ||||
| Effective tax rate | 0.0% | (0.5)% | 0.0% | ||||
Note 11: Income Taxes (continued)
Deferred Tax Asset, Net of Valuation Allowance
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based off of differences between the financial statement and tax basis 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 is more likely than not will be realized.
The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2023 and 2022 are presented in the following table:
| As of | |||||||
|---|---|---|---|---|---|---|---|
| In millions · December 31, 2023 · December 31, 2022 | |||||||
| Deferred tax liabilities: | |||||||
| Unearned premium revenue | $34 | $36 | |||||
| Deferred acquisition costs | 7 | 4 | |||||
| Net gains on financial instruments at fair value and foreign exchange | 92 | 121 | |||||
| Net deferred taxes on VIEs | 11 | 27 | |||||
| Total gross deferred tax liabilities | 144 | 188 | |||||
| Deferred tax assets: | |||||||
| Compensation and employee benefits | 7 | 8 | |||||
| Accrued interest | 292 | 259 | |||||
| Loss and loss adjustment expense reserves | 62 | 148 | |||||
| Net operating loss | 871 | 814 | |||||
| Foreign tax credits | 56 | 57 | |||||
| Other-than-temporary impairments and capital loss carryforward | 55 | 16 | |||||
| Net unrealized gains and losses in accumulated other comprehensive income | 30 | 72 | |||||
| Other | 16 | 13 | |||||
| Total gross deferred tax assets | 1,389 | 1,387 | |||||
| Valuation allowance | 1,245 | 1,199 | |||||
| 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 $1.2 billion as of December 31, 2023 and December 31, 2022. 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.
Note 11: 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, 2023.
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, 2023 and 2022, the Company hadno significant UTB.
Federal income tax returns through 2011 have been examined or surveyed. As of December 31, 2023, the Company’s NOL is approximately $4.1 billion. NOLs generated prior to tax reform and property and casualty NOLs generated after tax reform will expire between tax years 2026 through 2043. As of December 31, 2023, the Company has a foreign tax credit carryforward of $56 million, which will expire between tax years 2023 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 17: Common and Preferred Stock” for further information about excise tax on stock buybacks.
Note 12: Busi ness Segments
As defined by segment reporting, an operating segment is a component of a company (i) that engages in business activities from which it earns revenue and incurs expenses, (ii) whose operating results are regularly reviewed by the Chief Operating Decision Maker to assess the performance of the segment and to make decisions about the allocation of resources to the segment and, (iii) for which discrete financial information is available.
The Company manages its businesses across three operating segments: 1) U.S. public finance insurance; 2) corporate; and 3) international and structured finance insurance. The Company’s U.S. public finance insurance business is operated through National and its international and structured finance insurance business is operated through MBIA Corp.
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. 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 principally conducted through MBIA Corp. The financial guarantees issued by MBIA Corp. generally provide unconditional and irrevocable guarantees of the payment of principal of, and interest or other amounts owing on, non-U.S. public finance and global structured finance insured obligations when due, or in the event MBIA Corp. has the right, at its discretion, to accelerate insured obligations upon default or otherwise. MBIA Corp. insures 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. Global structured finance and asset-backed obligations typically are securities repayable from expected cash flows generated by a specified pool of assets, such as residential and commercial mortgages, structured settlements, consumer loans, and corporate loans and bonds. 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.
Note 12: Business Segments (continued)
The following tables provide the Company’s segment results for theyears ended December 31, 2023, 2022 and 2021:
| U.S. · International | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Public · and Structured | ||||||||||||
| Finance · Finance | ||||||||||||
| In millions · Insurance · Corporate · Insurance · Eliminations · Consolidated | ||||||||||||
| Revenues (1) | $51 | $(12) | $33 | $ | - | $72 | ||||||
| Net gains (losses) on financial instruments at fair value and foreign exchange | 8 | 8 | (12) | - | 4 | |||||||
| Net gains (losses) on extinguishment of debt | - | 1 | - | - | 1 | |||||||
| Revenues of consolidated VIEs | - | - | (70) | - | (70) | |||||||
| Inter-segment revenues (2) | 27 | 54 | 6 | (87) | - | |||||||
| Total revenues | 86 | 51 | (43) | (87) | 7 | |||||||
| Losses and loss adjustment | 170 | - | 7 | - | 177 | |||||||
| Amortization of deferred acquisition costs and operating | 7 | 74 | 10 | 1 | 92 | |||||||
| Interest | - | 55 | 155 | - | 210 | |||||||
| Expenses of consolidated VIEs | - | - | 12 | - | 12 | |||||||
| Inter-segment expenses (2) | 40 | 24 | 23 | (87) | - | |||||||
| Total expenses | 217 | 153 | 207 | (86) | 491 | |||||||
| Income (loss) from continuing operations before income taxes | $(131) | $(102) | $(250) | $(1) | $(484) | |||||||
| Identifiable assets per segment | $1,742 | $755 | $974 | $(938) | (3) | $2,533 | ||||||
| Assets held for sale | - | - | - | - | 73 | |||||||
| Total identifiable assets | $1,742 | $755 | $974 | $(938) | $2,606 | |||||||
(1) -Consists 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 and expenses.
(3) -Consists principally of intercompany reinsurance balances.
| In millions · U.S. Public Finance Insurance · Corporate · International and Structured Finance Insurance · Eliminations · Consolidated | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues (1) | $53 | $8 | $39 | $ | - | $100 | ||||||
| Net gains (losses) on financial instruments at fair value and foreign exchange | (47) | 99 | (7) | - | 45 | |||||||
| Net gains (losses) on extinguishment of debt | - | 5 | - | (1) | 4 | |||||||
| Revenues of consolidated VIEs | - | - | 5 | - | 5 | |||||||
| Inter-segment revenues (2) | 29 | 55 | 9 | (93) | - | |||||||
| Total revenues | 35 | 167 | 46 | (94) | 154 | |||||||
| Losses and loss adjustment | 143 | - | (105) | - | 38 | |||||||
| Amortization of deferred acquisition costs and operating | 8 | 55 | 12 | 1 | 76 | |||||||
| Interest | - | 56 | 124 | (1) | 179 | |||||||
| Expenses of consolidated VIEs | - | - | 9 | - | 9 | |||||||
| Inter-segment expenses (2) | 44 | 23 | 27 | (94) | - | |||||||
| Total expenses | 195 | 134 | 67 | (94) | 302 | |||||||
| Income (loss) from continuing operations before income taxes | $(160) | $33 | $(21) | $ | - | $(148) | ||||||
| Identifiable assets per segment | $2,491 | $645 | $1,132 | $(973) | (3) | $3,295 | ||||||
| Assets held for sale | - | - | - | - | 80 | |||||||
| Identifiable assets | $2,491 | $645 | $1,132 | $(973) | $3,375 | |||||||
(1) - Consists 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 and expenses.
(3) - Consists principally of intercompany reinsurance balances.
Note 12: Business Segments (continued)
| In millions · U.S. Public Finance Insurance · Corporate · International and Structured Finance Insurance · Eliminations · Consolidated | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues (1) | $85 | $13 | $44 | $ | - | $142 | ||||||
| Net gains (losses) on financial instruments at fair value and foreign exchange | (2) | 56 | (14) | - | 40 | |||||||
| Net gains (losses) on extinguishment of debt | - | 30 | - | - | 30 | |||||||
| Revenues of consolidated VIEs | - | - | (23) | - | (23) | |||||||
| Inter-segment revenues (2) | 27 | 67 | 12 | (106) | - | |||||||
| Total revenues | 110 | 166 | 19 | (106) | 189 | |||||||
| Losses and loss adjustment | 227 | - | 123 | - | 350 | |||||||
| Amortization of deferred acquisition costs and operating | 17 | 71 | 9 | - | 97 | |||||||
| Interest | - | 56 | 107 | - | 163 | |||||||
| Expenses of consolidated VIEs | - | - | 24 | - | 24 | |||||||
| Inter-segment expenses (2) | 45 | 22 | 38 | (105) | - | |||||||
| Total expenses | 289 | 149 | 301 | (105) | 634 | |||||||
| Income (loss) from continuing operations before income taxes | $(179) | $17 | $(282) | $(1) | $(445) | |||||||
(1) - Consists 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 and expenses.
Premiums on financial guarantees and insured derivatives reported within the Company’s insurance segments are generated within and outside the U.S. The following table summarizes premiums earned on financial guarantees and insured derivatives by geographic location of risk for theyears ended December 31, 2023, 2022 and 2021:
| Years Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| In millions · 2023 · 2022 · 2021 | |||||||
| Total premiums earned: | |||||||
| United States | $29 | $45 | $45 | ||||
| Other Americas | 8 | 8 | 29 | ||||
| Other | - | - | 1 | ||||
| Total | $37 | $53 | $75 | ||||
Note 13: 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, 2023, 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 · 2023 · 2022 | |||||||||
| % of · % of | |||||||||
| Insurance · Insurance · Insurance · Insurance | |||||||||
| Geographic Location · in Force · in Force · in Force · in Force | |||||||||
| California | $13.4 | 22.0% | $14.8 | 21.8% | |||||
| Illinois | 6.6 | 10.8% | 7.5 | 11.0% | |||||
| New Jersey | 3.8 | 6.2% | 4.1 | 6.1% | |||||
| Hawaii | 3.6 | 6.0% | 3.8 | 5.6% | |||||
| Virginia | 3.4 | 5.6% | 3.6 | 5.2% | |||||
| Texas | 2.7 | 4.4% | 2.9 | 4.2% | |||||
| Oregon | 1.7 | 2.8% | 2.0 | 3.0% | |||||
| Colorado | 1.7 | 2.8% | 1.8 | 2.7% | |||||
| New York | 1.5 | 2.5% | 2.0 | 2.9% | |||||
| Georgia | 1.5 | 2.4% | 1.6 | 2.4% | |||||
| Subtotal | 39.9 | 65.5% | 44.1 | 64.9% | |||||
| Nationally Diversified | 6.7 | 11.1% | 7.3 | 10.7% | |||||
| Other states | 11.8 | 19.4% | 13.7 | 20.1% | |||||
| Total United States | 58.4 | 96.0% | 65.1 | 95.7% | |||||
| Internationally Diversified | 0.2 | 0.3% | 0.2 | 0.4% | |||||
| Country specific | 2.3 | 3.7% | 2.7 | 3.9% | |||||
| Total non-United States | 2.5 | 4.0% | 2.9 | 4.3% | |||||
| Total | $60.9 | 100.0% | $68.0 | 100.0% | |||||
The insurance in forceand 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 · 2023 · 2022 | |||||||||||||
| Insurance · Gross Par · Insurance · Gross Par | |||||||||||||
| Bond type · in Force · Amount · in Force · Amount | |||||||||||||
| Global public finance - United States: | |||||||||||||
| General obligation (1) | $16.8 | $8.0 | $19.1 | $9.1 | |||||||||
| Military housing | 13.2 | 6.6 | 13.8 | 6.8 | |||||||||
| Tax-backed | 11.0 | 4.9 | 12.2 | 5.6 | |||||||||
| Transportation | 6.5 | 2.1 | 6.9 | 2.2 | |||||||||
| Municipal utilities | 6.4 | 4.6 | 7.6 | 5.2 | |||||||||
| General obligation - lease | 1.0 | 0.7 | 1.3 | 1.0 | |||||||||
| Higher education | 1.0 | 0.7 | 1.1 | 0.8 | |||||||||
| Health care | 0.7 | 0.4 | 0.8 | 0.6 | |||||||||
| Investor-owned utilities (2) | 0.4 | 0.3 | 0.5 | 0.3 | |||||||||
| Other (3) | 0.1 | 0.0 | 0.1 | 0.1 | |||||||||
| Total United States | 57.1 | 28.3 | 63.4 | 31.7 | |||||||||
| Global public finance - non-United States: | |||||||||||||
| Sovereign-related and sub-sovereign (4) | 1.3 | 1.0 | 1.5 | 1.2 | |||||||||
| Transportation | 0.4 | 0.4 | 0.5 | 0.4 | |||||||||
| Other (5) | 0.1 | 0.1 | 0.1 | 0.1 | |||||||||
| Total non-United States | 1.8 | 1.5 | 2.1 | 1.7 | |||||||||
| Total global public finance | 58.9 | 29.8 | 65.5 | 33.4 | |||||||||
| Global structured finance: | |||||||||||||
| Mortgage-backed residential | 0.9 | 0.6 | 1.2 | 0.8 | |||||||||
| Corporate asset-backed | 0.5 | 0.4 | 0.5 | 0.4 | |||||||||
| Mortgage-backed commercial | 0.4 | 0.2 | 0.4 | 0.2 | |||||||||
| Collateralized debt obligations | 0.1 | 0.1 | 0.2 | 0.2 | |||||||||
| Consumer asset-backed | 0.1 | 0.1 | 0.2 | 0.1 | |||||||||
| Total global structured finance | 2.0 | 1.4 | 2.5 | 1.7 | |||||||||
| Total | $60.9 | $31.2 | $68.0 | $35.1 | |||||||||
(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, 2023, the maximum amount of future payments that MBIA Corp. could be required to make under these guarantees is $1.0 billion. These guarantees, which mature through 2037, were entered into on an arm’s length basis. MBIA Corp. has both direct recourse provisions and subrogation rights in these transactions. If MBIA Corp. is required to make a payment under any of these affiliate guarantees, it would have the right to seek reimbursement from such affiliate and to liquidate any collateral to recover amounts paid under the guarantee.
Reinsured Exposure
Reinsurance enables the Company to cede exposure for purposes of syndicating risk. The Company generally retains the right to reassume the business ceded to reinsurers under certain circumstances, including a reinsurer’s rating downgrade below specified thresholds. At this time, the Company does not intend to utilize reinsurance to decrease the insured exposure in its portfolio.
MBIA requires certain unauthorized reinsurers to maintain bank letters of credit or establish trust accounts to cover liabilities ceded to such reinsurers under reinsurance contracts. The Company remains liable on a primary basis for all reinsured risk. MBIA believes that its reinsurers remain capable of meeting their obligations, although, there can be no assurance of such in the future.
The aggregate amount of insurance in force ceded by MBIA to reinsurers was $1.7 billion and $2.0 billion as of December 31, 2023 and 2022, respectively.
As of December 31, 2023, the aggregate amount of insured par outstanding ceded by MBIA to reinsurers under reinsurance agreements was $782 million compared with $897 million as of December 31, 2022. As of December 31, 2023, $639 million of the ceded par outstanding was ceded from the Company’s U.S. public finance insurance segment and $143 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, 2023 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) | $405 | $19 | $10 |
| (Stable Outlook) | |||||
| Assured Guaranty Corp. | AA | A2 | 328 | - | 2 |
| (Stable Outlook) · (Stable Outlook) | |||||
| Others | A or above | WR(2) or above | 49 | - | - |
| (Stable Outlook) | |||||
| Total | $782 | $19 | $12 | ||
(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.
Note 14: Insurance Regulations and Dividends
National and MBIA Insurance Corporation are subject to insurance regulations and supervision of the State of New York (their state of domicile) and all U.S. and non-U.S. jurisdictions in which they are licensed to conduct insurance business. In order to maintain their New York State financial guarantee insurance license, National and MBIA Insurance Corporation are required to maintain a minimum of $65 million of policyholders’ surplus. MBIA Mexico is regulated by the Comisión Nacional de Seguros y Fianzas in Mexico. MBIA Corp.’s Spanish Branch was subject to local regulation in Spain. In May of 2023, MBIA Corp.’s Spanish Branch was legally closed. 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.
Note 14: Insurance Regulations and Dividends (continued)
Statutory Capital and Regulations
National
For 2023, 2022 and 2021, National had a statutory net loss of $142 million, statutory net income of $75 million and $55 million, respectively. As of December 31, 2023, National’s statutory capital was $1.1 billion, consisting of policyholders’ surplus of $0.8 billion and contingency reserves of $354 million. As of December 31, 2022, National had statutory capital of $1.9 billion.
As of December 31, 2023, 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 2023, 2022 and 2021, MBIA Insurance Corporation had a statutory net loss of $28 million, statutory net income of $46 million and statutory net loss of $129 million, respectively. As of December 31, 2023, MBIA Insurance Corporation’s statutory capital was $152 million, consisting of policyholders’ surplus of $147 million and contingency reserves of $5 million. As of December 31, 2022, MBIA Insurance Corporation had statutory capital of $169 million. MBIA Insurance Corporation’s policyholders’ surplus as of December 31, 2023 and 2022 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, 2023, MBIA Insurance Corporation was in compliance with its aggregate risk limits under the NYIL, but was not in compliance with certain of its single risk limits. If new overages occur with respect to its single risk limits, MBIA Insurance Corporation will report them to the NYSDFS.
NYIL regulates the payment of dividends by financial guarantee insurance companies and provides that such companies may not declare or distribute dividends except out of statutory earned surplus. Under NYIL, the sum of (i) the amount of dividends declared or distributed during the preceding 12-month period and (ii) the dividend to be declared may not exceed the lesser of (a)10% of policyholders’ surplus, as reported in the latest statutory financial statements or (b)100% of adjusted net investment income for such 12-month period (the net investment income for such 12-month period plus the excess, if any, of net investment income over dividends declared or distributed during the two-year period preceding such 12-month period), unless the Superintendent of the NYSDFS approves a greater dividend distribution based upon a finding that the insurer will retain sufficient surplus to support its obligations.
In 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. During 2022, National declared and paid a dividend of $72 million to its ultimate parent, MBIA Inc.
In 2023, 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, 2023 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 15: 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 and May 3, 2022. Under the Omnibus Plan a maximum of 17,400,000 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 andtwo shares for every share issued prior to the May 1, 2012 amendment. Currently, the type of equity awards granted by the Company include time- and performance-based restricted stock.
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 toseven 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 1,760,032 shares available for future grants under the Omnibus Plan as of December 31, 2023.
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.
Restricted Stock
The fair value of the restricted shares awarded, net of cancellations, determined on the grant date during 2023 and 2022 was $6 million. The amount of unearned compensation, net of estimated forfeitures, was $4 million as of December 31, 2023, which is expected to be recognized as expense over a weighted average period of 1.31 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 wasno 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.
Note 15: Benefit Plans (continued)
Compensation expense related to the restricted shares, net of estimated forfeitures, was $18 million, $12 million and $12 million for the years ended December 31, 2023, 2022 and 2021, respectively. There wasno tax charge related to the restricted share awards during 2023, 2022 and 2021 after consideration of the Company’s valuation allowance.
A summary of the Company’s restricted shares outstanding as of December 31, 2023, 2022 and 2021, and changes during the years ended on those dates, is presented in the following table:
| Restricted Share Activity | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||
| 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 | 5,759,505 | $9.5583 | 5,907,636 | $9.1868 | 5,454,807 | $9.5344 |
| Granted | 519,238 | 11.6314 | 478,670 | 13.4214 | 978,866 | 6.8492 |
| Vested | (1,440,473) | 9.0587 | (586,582) | 9.2154 | (526,037) | 8.4418 |
| Forfeited | — | — | (40,219) | 5.9673 | — | — |
| Outstanding at end of year | 4,838,270 | $9.9295 | 5,759,505 | $9.5583 | 5,907,636 | $9.1868 |
Performance Based Awards
During 2023, 2022 and 2021, the Company granted 255,340,216,460 and 502,822 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, 2023, certain previously awarded grants exceeded the stock price performance target. The corresponding issuance of additional shares has been included in the above restricted stock disclosure. As of December 31, 2022 certain previously awarded grantsdid not meet the stock price performance target. The corresponding cancellation of shares was included in the above restricted stock disclosures. As of December 31, 2021, certain previously awarded grants exceeded the stock price performance target. The corresponding issuance of additional shares has been included in the above restricted stock disclosure.
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, 2023, 2022 and 2021 were $2 million, $3 million and $4 million, respectively.
Note 16: 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, 2023, 2022 and 2021:
| Years Ended December 31, | |||
|---|---|---|---|
| In millions except per share amounts | 2023 | 2022 | 2021 |
| Basic and diluted earnings per share: | |||
| Net income (loss) from continuing operations available to common shareholders | $(484) | $(149) | $(445) |
| Income (loss) from discontinued operations, net of income taxes | (3) | (54) | - |
| Less: Net income (loss) from discontinued operations attributable to noncontrolling interests | 4 | (8) | - |
| Net income (loss) from discontinued operations attributable to MBIA Inc. | (7) | (46) | - |
| Net income (loss) attributable to MBIA Inc. | $(491) | $(195) | $(445) |
| Basic and diluted weighted average shares (1) | 48.2 | 49.8 | 49.5 |
| Net income (loss) per common share attributable to MBIA Inc. - basic and diluted: | |||
| Continuing operations | $(10.03) | $(3.00) | $(8.99) |
| Discontinued operations | (0.15) | (0.92) | - |
| Net income (loss) per share attributable to MBIA Inc. - basic and diluted | $(10.18) | $(3.92) | $(8.99) |
| Potentially dilutive securities excluded from the calculation of diluted EPS because of antidilutive affect | 4.3 | 5.0 | 5.1 |
(1) -Includes 0.6 million,0.8 million and 0.9 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, 2023, 2022 and 2021 respectively.
Note 17: 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 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, 2023, the remaining authorization under this share repurchase program was $71 million. The IRA, enacted in August 2022 imposes a 1% excise tax, net of any allowable offsets, on share repurchases occurring after December 31, 2022. The 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.
During 2022, MBIA Inc. or National did not have an authorization approved by the Company’s Board of Directors to repurchase or purchase outstanding MBIA Inc. common shares.
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, 2023, 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 2023, 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, 2023 and 2022, there wereno dividends declared on the preferred stock. Payment of dividends on MBIA Corp.’s preferred stock is subject to the same restrictions that apply to dividends on common stock under NYIL.
Note 18: Accumulated Other Comp rehensive Income
The following table presents the changes in the components of AOCI for theyears ended December 31, 2023, 2022 and 2021:
| 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, 2021 | $176 | $(10) | $(51) | $115 | |||||
| Other comprehensive income (loss) before reclassifications | (26) | 4 | (17) | (39) | |||||
| Amounts reclassified from AOCI | (12) | - | 36 | 24 | |||||
| Net period other comprehensive income (loss) | (38) | 4 | 19 | (15) | |||||
| Balance, December 31, 2021 | $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) | |||||
The following table presents the details of the reclassifications from AOCI for theyears ended December 31, 2023, 2022 and 2021:
| In millions | Amounts Reclassified from AOCI | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31, | |||||||||
| Details about AOCI Components · 2023 · 2022 · 2021 · Affected Line Item on the Consolidated Statements of Operations | |||||||||
| Unrealized gains (losses) on AFS securities: | |||||||||
| Realized gains (losses) on sale of securities | $(67) | $10 | $12 | Net realized investment gains (losses) | |||||
| (67) | 10 | 12 | Income (loss) before income taxes | ||||||
| (67) | 10 | 12 | Net income (loss) | ||||||
| Instrument-specific credit risk of liabilities: | |||||||||
| Deconsolidation of VIEs | (20) | - | (16) | Other net realized gains (losses) - VIE | |||||
| Settlement of liabilities | (25) | (18) | (20) | Net gains (losses) on financial instruments at fair value and foreign exchange - VIE | |||||
| Total reclassifications for the period | $(112) | $(8) | $(24) | Net income (loss) | |||||
Note 19: Commitm ents 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).
Note 19: 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.
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 areno 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. The following table provides information about the Company’s leases as of December 31, 2023:
| $ in millions | As ofDecember 31, 2023 | Balance SheetLocation |
|---|---|---|
| Right-of-use asset | $15 | Other assets |
| Lease liability | $15 | Other liabilities |
| Weighted average remaining lease term (years) | 6.7 | |
| Discount rate used for operating leases | 7.5% | |
| Total future minimum lease payments | $20 |
Other Commitment
In December of 2023, 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.'smaximum commitment to this loan is approximately $6 million. As of December 31, 2023, there wereno amounts drawn under this loan.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.