UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| x | Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
| For the fiscal year ended December 31, 2008 |
or
| ¨ | Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
| For the Transition Period from to |
Commission File No. 1-9583
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
MBIA Inc.
401(k) Plan
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
MBIA Inc.
113 King Street
Armonk, N. Y. 10504
Required Information
The MBIA Inc. 401(k) Plan (the “Plan”) is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In lieu of the requirements of items 1-3 of Form 11-K, the financial statements of the Plan and the supplemental schedule have been prepared in accordance with the financial reporting requirements of ERISA and are presented herein.
MBIA INC.
401(k) PLAN
FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2008 AND 2007
SUPPLEMENTAL SCHEDULE
AS OF DECEMBER 31, 2008
401(k) PLAN
TABLE OF CONTENTS
INDEX
| Page(s) | ||
| 2 | ||
| Statements of Net Assets Available for Benefits as of December 31, 2008 and 2007 |
3 | |
| 4 | ||
| 5-14 | ||
| Schedule H – Line 4i -Schedule of Assets (Held at End of Year) as of December 31, 2008 |
15-16 | |
| 17 | ||
| Exhibit |
||
| Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm |
18 |
Schedules required by the Department of Labor’s Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, other than those listed
above, have been omitted because they are not applicable.
1
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of MBIA Inc. 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits of MBIA Inc. 401(k) Plan (the “Plan”) as of December 31, 2008 and 2007, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2008 and 2007 and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2008 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
| /s/ Salibello & Broder LLP |
| June 18, 2009 |
| New York, New York |
2
401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2008 AND 2007
| December 31, 2008 |
December 31, 2007 | |||||
| Investments, at fair value: (Note 4) |
||||||
| Mutual funds and commingled fund |
$ | 45,494,819 | $ | 77,989,218 | ||
| Common stock |
2,833,849 | 11,818,137 | ||||
| Participant loans |
606,635 | 751,018 | ||||
| Total investments, at fair value |
48,935,303 | 90,558,373 | ||||
| Dividend receivable |
— | 215,683 | ||||
| Net assets available for benefits, at fair value |
48,935,303 | 90,774,056 | ||||
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
513,856 | 115,857 | ||||
| Net assets available for benefits |
$ | 49,449,159 | $ | 90,889,913 | ||
The accompanying notes are an integral part of the financial statements.
3
401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
| For the Years Ended December 31, | ||||||||
| 2008 | 2007 | |||||||
| Additions: |
||||||||
| Additions to net assets attributed to: |
||||||||
| Contributions: |
||||||||
| Employees |
$ | 5,391,102 | $ | 5,691,661 | ||||
| Employer |
2,952,401 | 2,760,310 | ||||||
| Total contributions |
8,343,503 | 8,451,971 | ||||||
| Interest and dividends |
1,951,913 | 6,653,091 | ||||||
| Total additions |
10,295,416 | 15,105,062 | ||||||
| Deductions: |
||||||||
| Deductions from net assets attributed to: |
||||||||
| Net depreciation in fair value of investments (Note 4) |
(36,497,427 | ) | (31,810,996 | ) | ||||
| Benefit distributions |
(15,238,743 | ) | (10,357,029 | ) | ||||
| Total deductions |
(51,736,170 | ) | (42,168,025 | ) | ||||
| Net decrease |
(41,440,754 | ) | (27,062,963 | ) | ||||
| Net assets available for benefits: |
||||||||
| Beginning of year |
90,889,913 | 117,952,876 | ||||||
| End of year |
$ | 49,449,159 | $ | 90,889,913 | ||||
The accompanying notes are an integral part of the financial statements.
4
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2008 AND 2007
1. Plan Description
The MBIA Inc. 401(k) Plan (the “Plan”) is a defined contribution plan for employees of MBIA Inc. and Subsidiaries (the “Company” or “Employer”) who are at least 21 years of age. Leased employees, temporary employees and employees classified as interns are not eligible to participate in the Plan. Effective January 1, 2008, eligible participants may contribute up to 25% of their total eligible compensation into the Plan. Prior to 2008, eligible participants were able to contribute up to 10% of such compensation. The Company matches employee contributions at the rate of 100% of each participant’s contribution up to a maximum of 5%. Contributions are subject to certain limitations. During 2008, the Plan was amended to allow employer matching contributions to be made in the form of cash, whereby participants may direct the Company match to an investment of their choice. Prior to the amendment, the Company matching contribution was made in the form of MBIA Inc. common stock. Participants may request loans from their accounts in accordance with established guidelines.
The Plan is administered by the Company and the Plan’s assets are managed by Fidelity Management Trust Company (“Fidelity”), the investment advisor, trustee and custodian. At January 1, 2007, the participants of the Plan had the option to direct their investment into one or more of twenty-five funds (nineteen Fidelity funds, two Baron Asset Management Company, Inc. (“Baron”) funds, one Pacific Investment Management Company LLC (“PIMCO”) fund, one Van Kampen Investments fund, one Morgan Stanley Investment Management fund, and the Employer Stock Fund). During 2007, the Plan added eight new funds (three Fidelity funds, one PIMCO fund, one Allianz Global Investors fund, one Davis Advisors fund, one Royce & Associates, LLC (“Royce”) fund, and one Cohen and Steers Realty Shares, Inc. fund) and removed one Fidelity fund, bringing the number of investment options available to the participants to thirty-two funds at December 31, 2007. During 2008, the Plan added one Dodge & Cox Funds fund and removed one Fidelity fund. The transactions with Fidelity and the Company qualify as exempt party-in-interest transactions.
Vesting in employer contributions begins after two years of service and full vesting is achieved after five years of service. Participants are fully vested in their salary deferred contributions at all times. Upon reaching the normal retirement date, death or becoming disabled, a participant will be entitled to receive benefit payments. Nonvested benefits remaining after termination of employment are forfeited and generally may serve to pay the Plan’s administrative expenses and to reduce future Company contributions. During 2008 and 2007, $84,331 and $233,085, respectively, of forfeitures were used to fund the Company’s matching obligation pursuant to the terms of the Plan. The forfeiture balance as of December 31, 2008 and 2007 was $7,563 and $15,967, respectively.
A participant is entitled to the benefit that can be provided by the contributions and income thereon, including net realized and unrealized investment gains and losses, of each participant’s account. Upon retirement, disability, death or termination, a participant or beneficiary can elect to receive either a lump-sum distribution or installment distributions.
5
MBIA INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2008 AND 2007
A participant may borrow from their account a minimum of $1,000 up to a maximum equal to the lesser of $50,000 reduced by the excess, if any, of the highest outstanding balance of loans from the Plan during the one-year period prior to the date of the loan over the current outstanding balance of loans or 50% of their vested account balance. Loan terms may range from 1 to 5 years, or longer for the purchase of a principal residence but not to exceed 10 years. The loans are collateralized by 50% of the vested account balance and bear a reasonable rate of interest as determined by the Plan Administrator based on the interest rates charged for similar types of loans by other lenders. Principal and interest is paid ratably through semi-monthly payroll deductions or through direct payment from former employees.
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Participants should refer to the Summary Plan Description and Plan Document for specific information regarding Plan provisions.
2. Summary of Significant Accounting Policies
The financial statements have been prepared on the basis of 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, changes therein and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. As additional information becomes available or actual amounts become determinable, the recorded estimates are revised. Actual results could differ from those estimates.
Significant accounting policies are as follows:
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting.
Investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investments contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. Contract value represents contributions, transfers in or loan repayments made by participants plus interest and dividends, less withdrawals, transfers out or loan initiations by participants. The statement of net assets available for benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts, held by the commingled fund, from fair value to contract value. The statements of changes in net assets available for benefits are prepared on a contract value basis.
6
MBIA INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2008 AND 2007
Investments
The Plan’s shares of mutual funds are valued at the net asset value of shares held by the Plan at each year end. Investment in the commingled fund is stated at fair value as determined by the issuer based on the value of the underlying investments. The Plan’s common stock is stated at fair value based on the last reported sales price on the last business day of the year.
Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits. The Company’s common stock comprises approximately 6% and 13% of the net assets available for benefits at December 31, 2008 and 2007, respectively.
Interest income from investments is recorded on an accrual basis. Dividend income is recorded on the ex-dividend date.
The Plan’s net appreciation (depreciation) in the fair value of its investments consists of realized gains and losses and unrealized appreciation and depreciation on investments.
For further information regarding investments see Note 4, “Investments”.
Contributions
Contributions from eligible participants and matching Company contributions are recorded in the month the related payroll deductions are made.
Participant Accounts
Each participant has an account which is credited with the Company’s contribution, employee’s contribution, and net results from the investment activities of the participant’s account, reduced for any withdrawal activity.
Participant Loans
Participant loan balances are stated at cost, plus accrued interest, which approximates market value. Loans outstanding are reflected as assets of the Plan. Interest income on the loans is recorded as earned.
Payment of Benefits
Benefits are recorded when paid.
Administrative Expenses
Administrative expenses, which consist primarily of investment management, recordkeeping and auditing fees, are paid directly by the Company rather than from Plan assets. Employee loan fees are paid from the participants accounts.
7
MBIA INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2008 AND 2007
Income Taxes
Effective January 1, 2007, the Plan adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes”, an interpretation of FASB Statement No. 109, “Accounting for Income Taxes”. FIN 48 establishes financial accounting and disclosure requirements for recognition and measurement of tax positions taken or expected to be taken on a tax return. The adoption of FIN 48 had no impact on the Plan’s net assets available for benefits as of December 31, 2008 and December 31, 2007, respectively, or changes in net assets available for benefits for the years then ended.
Fair Value Measurements
Effective January 1, 2008, the Plan adopted Statement of Financial Accounting Standards No. 157, “Fair Value Measurements,” (“SFAS 157”). Under SFAS 157, the fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Plan uses various valuation approaches. SFAS 157 establishes a fair value hierarchy for inputs used in measuring 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. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Plan. Unobservable inputs reflect the Plan’s assumption about the inputs market participants would use in pricing the asset or liability developed based on the best information available in current circumstances. The fair value hierarchy is categorized into three levels based on valuation inputs as follows:
Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Plan has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2 – Valuations based on: a) quoted prices for similar assets or liabilities in active markets, b) quoted prices for identical or similar assets or liabilities in markets that are not active, c) inputs other than quoted prices that are observable for the asset or liability, and d) inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 – Valuations based on inputs that are unobservable and supported by little or no market activity and that are significant to the overall fair value measurement.
To the extent that the valuation is based on inputs that are less observable or unobservable, the determination of fair value requires more judgment accordingly, the degree of judgment exercised
8
MBIA INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2008 AND 2007
in determining fair value is the greatest for the investments categorized in Level 3. Estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had the securities been readily marketable.
New Accounting Pronouncement
Effective January 1, 2008, the Plan adopted Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” (“SFAS 159”). SFAS 159 provides for an irrevocable option to measure eligible financial assets and liabilities at fair value, with changes in fair value recorded in earnings, that otherwise are not permitted to be accounted for at fair value under other accounting standards. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The adoption of SFAS 159 had no impact on the Plan’s net assets available for benefits as of December 31, 2008 or changes in net assets available for benefits for the year then ended.
Reclassification
Certain amounts included in the financial statements as of and for the year ended December 31, 2007 have been reclassified for comparative purposes.
3. Plan Termination
The Company has not expressed any intent to discontinue its contributions or terminate the Plan. However, it reserves the right to temporarily suspend contributions to or amend or terminate the Plan. Upon termination of the Plan, the accounts of all participants shall become fully vested, and the net assets of the Plan shall be distributed among the participants and beneficiaries of the Plan in proportion to their respective account balances, subject to the provisions of ERISA.
9
MBIA INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2008 AND 2007
4. Investments
The Plan’s investments at fair value as of December 31, 2008 and 2007 are presented in the following table:
| December 31, 2008 |
December 31, 2007 |
|||||||
| Common Stock: |
||||||||
| MBIA Inc. |
$ | 2,833,849 | * | $ | 11,818,137 | * | ||
| Mutual Funds: |
||||||||
| Fidelity Puritan Fund |
1,311,786 | 2,116,262 | ||||||
| Fidelity Magellan Fund |
1,914,168 | 3,978,334 | ||||||
| Fidelity Growth Company Fund |
3,675,995 | * | 6,546,158 | * | ||||
| Fidelity Growth and Income Portfolio |
— | 10,475,718 | * | |||||
| Fidelity Intermediate Bond Fund |
2,452,624 | 4,139,845 | ||||||
| Fidelity Value Fund |
1,720,733 | 4,210,327 | ||||||
| Fidelity Overseas Fund |
3,779,135 | * | 7,543,176 | * | ||||
| Fidelity Blue Chip Growth Fund |
2,495,480 | * | 5,104,790 | * | ||||
| Fidelity Spartan U.S. Equity Index Fund |
4,604,583 | * | 7,875,665 | * | ||||
| Fidelity Spartan Extended Market Index Fund |
76,470 | 52,358 | ||||||
| Fidelity Low-Priced Stock Fund |
692,268 | 1,382,074 | ||||||
| Fidelity Freedom Income Fund |
227,654 | 52,496 | ||||||
| Fidelity Freedom Fund 2010 |
1,471,678 | 605,292 | ||||||
| Fidelity Freedom Fund 2015 |
895,012 | 304,001 | ||||||
| Fidelity Freedom Fund 2020 |
1,442,144 | 702,681 | ||||||
| Fidelity Freedom Fund 2025 |
1,611,249 | 669,857 | ||||||
| Fidelity Freedom Fund 2030 |
1,104,096 | 641,003 | ||||||
| Fidelity Freedom Fund 2035 |
335,618 | 414,187 | ||||||
| Fidelity Freedom Fund 2040 |
284,285 | 142,732 | ||||||
| Fidelity Freedom Fund 2045 |
197,899 | 197,293 | ||||||
| Fidelity Freedom Fund 2050 |
31,948 | 14,470 | ||||||
| Baron Asset Fund |
1,123,420 | 2,191,886 | ||||||
| Baron Growth Fund |
1,306,654 | 2,293,658 | ||||||
| Van Kampen International Growth Fund |
1,097,088 | 2,925,070 | ||||||
| PIMCO High Yield Institutional Fund |
662,240 | 761,405 | ||||||
| Morgan Stanley Inst. International Equity Fund |
652,425 | 1,229,161 | ||||||
| Cohen and Steers Realty Shares, Inc. Fund |
49,101 | 34,521 | ||||||
| Davis New York Venture Fund |
141,614 | 118,792 | ||||||
| Royce Opportunity Fund |
87,425 | 226,769 | ||||||
| Allianz NFJ Dividend Value Fund |
342,973 | 262,552 | ||||||
| Dodge and Cox International Stock Fund |
180,972 | — | ||||||
| Commingled Fund: |
||||||||
| Fidelity Managed Income Portfolio Fund** |
9,526,082 | * | 10,776,685 | * | ||||
| Participant Loans*** |
606,635 | 751,018 | ||||||
| $ | 48,935,303 | $ | 90,558,373 | |||||
| * | Each of these investments, at fair value, represents 5% or more of the Plan’s net assets as of the respective year end date. |
| ** | Contract value totaled $10,039,938 at December 31, 2008 and $10,892,542 at December 31, 2007. For further information, see Note 6, “Investment Contract”. |
| *** | Interest rates range from 6.25% to 11.5%. Maturity dates range from March 27, 2009 to April 29, 2017. |
10
MBIA INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2008 AND 2007
The Plan’s net (depreciation) appreciation in fair value of investments for the years ended December 31, 2008 and 2007 were as follows:
| Years Ended December 31, | ||||||||
| 2008 | 2007 | |||||||
| Investments: |
||||||||
| Mutual funds and commingled fund |
$ | (9,888,701 | ) | $ | 711,058 | |||
| Common stock |
(26,608,726 | ) | (32,552,054 | ) | ||||
| Net (depreciation) in fair value |
$ | (36,497,427 | ) | $ | (31,810,996 | ) | ||
The Plan’s investment assets recorded at fair value have been categorized based upon a fair value hierarchy in accordance with SFAS 157. The following table presents information about the Plan’s assets measured at fair value as of December 31, 2008:
| Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Balance at December 31, 2008 | |||||||||
| Mutual funds |
$ | 35,968,737 | $ | — | $ | — | $ | 35,968,737 | ||||
| Commingled fund |
— | 9,526,082 | — | 9,526,082 | ||||||||
| Common stock |
2,833,849 | — | — | 2,833,849 | ||||||||
| Participant loans |
— | — | 606,635 | 606,635 | ||||||||
| Total investment assets at fair value |
$ | 38,802,586 | $ | 9,526,082 | $ | 606,635 | $ | 48,935,303 | ||||
11
MBIA INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2008 AND 2007
The following table presents a reconciliation of the beginning and ending balances of Level 3 Plan’s investment assets for the year ended December 31, 2008:
| Fair Value Measurements Using Significant Unobservable Inputs |
||||
| Balance, beginning of year |
$ | 751,018 | ||
| Purchases, sales, issuances and settlements (net) |
(144,383 | ) | ||
| Balance, end of year |
$ | 606,635 | ||
5. Nonparticipant-directed Investments
Information about the net assets of the Plan and the significant components of the changes in net assets of the Plan relating to the nonparticipant-directed investments is as follows:
| As of December 31, | ||||||
| 2008 | 2007 | |||||
| Net assets: |
||||||
| Common stock |
$ | — | $ | 11,818,137 | ||
| Dividend receivable |
— | 215,683 | ||||
| Total |
$ | — | $ | 12,033,820 | ||
| Year Ended December 31, 2008 |
||||
| Change in net assets: |
||||
| Net depreciation |
$ | (9,888,701 | ) | |
| Interest and dividends |
2,337 | |||
| Contributions |
2,489,462 | |||
| Benefit distributions |
(1,379,807 | ) | ||
| Transfers to participant-directed investments |
(3,257,111 | ) | ||
| Net change in fair value |
$ | (12,033,820 | ) | |
12
MBIA INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2008 AND 2007
6. Investment Contract
The Plan holds an investment in a commingled fund, specifically the Fidelity Managed Income Portfolio Fund (the “MIP”). The MIP invests in investment contracts issued by insurance companies and other financial institutions, fixed income securities, money market funds and may include derivative instruments such as futures contracts and swap agreements to provide daily liquidity. The investment contract issuers seek to preserve the principal investment and earnings, but cannot guarantee that they will be able to do so. The MIP is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The MIP is included in the Plan’s financial statements at contract value as described in Note 2. There are no reserves against contract values for credit risk of the contract issuers or otherwise.
As of December 31, 2008 and 2007, the MIP had an average crediting interest rate of 3.57% and 4.82%, respectively. For the years ended December 31, 2008 and 2007, the Plan investment at contract value had an average yield, based on both actual earnings and interest rate credited to participants, of 3.04% and 4.40%, respectively.
Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (a) amendments to the Plan documents (including complete or partial plan termination or merger with another plan), (b) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions, (c) bankruptcy of the plan sponsor or other plan sponsor events (e.g., divestitures or spin-offs of a subsidiary) which cause a significant withdrawal from the Plan, or (d) the failure of the Plan to qualify for exemption from federal income taxes or any other prohibited transaction exception under ERISA. The Plan Administrator does not believe that the occurrence of any such event, which would limit the Plan’s ability to transact at contract value with participants, is probable.
7. Tax Status
The Internal Revenue Service has advised that the Plan constitutes a qualified plan under Section 401(a) of the Internal Revenue Code and is therefore exempt from federal income taxes under provisions of Section 501(a). The Plan obtained its latest determination letter on April 30, 2003 in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. Since the date of the determination letter, there have been no significant Plan amendments. The Company is in the process of updating the Plan document for submission to the Internal Revenue Service in order to obtain a more current determination letter. In the Company’s view, the Plan has continued to maintain its tax exempt status and is in compliance with all applicable requirements of the Internal Revenue Code.
13
MBIA INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2008 AND 2007
8. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits as reported in the Plan’s financial statements at December 31, 2008 and 2007 to Form 5500:
| December 31, 2008 |
December 31, 2007 |
|||||||
| Net assets available for benefits per the financial statements |
$ | 49,449,159 | $ | 90,889,913 | ||||
| Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
(513,856 | ) | (115,857 | ) | ||||
| Net assets available for benefits per the Form 5500 |
$ | 48,935,303 | $ | 90,774,056 | ||||
The following is a reconciliation of the decrease in net assets available for benefits as reported in the Plan’s financial statements to the Form 5500 for the years ended December 31, 2008.
| December 31, 2008 |
||||
| Net decrease in net assets available for benefits per the financial statements |
$ | (41,440,754 | ) | |
| Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
(397,999 | ) | ||
| Net decrease in assets available for benefits per the Form 5500 |
$ | (41,838,753 | ) | |
14
401(k) PLAN
SCHEDULE H (FORM 5500) – LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
ID # 13-2689375, PLAN 002
DECEMBER 31, 2008
| (a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investments, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
(d) Cost (1) |
(e) Current Value | ||||||
| Common Stock: |
||||||||||
| * |
MBIA Inc. |
Common stock | $ | 10,252,850 | $ | 2,833,849 | ||||
| Mutual Funds: |
||||||||||
| * |
Fidelity Puritan Fund |
Mutual fund | 1,311,786 | |||||||
| * |
Fidelity Magellan Fund |
Mutual fund | 1,914,168 | |||||||
| * |
Fidelity Growth Company Fund |
Mutual fund | 3,675,995 | |||||||
| * |
Fidelity Intermediate Bond Fund |
Mutual fund | 2,452,624 | |||||||
| * |
Fidelity Value Fund |
Mutual fund | 1,720,733 | |||||||
| * |
Fidelity Overseas Fund |
Mutual fund | 3,779,135 | |||||||
| * |
Fidelity Blue Chip Growth Fund |
Mutual fund | 2,495,480 | |||||||
| * |
Fidelity Spartan U.S. Equity Index Fund |
Mutual fund | 4,604,583 | |||||||
| * |
Fidelity Spartan Extended Market Index Fund |
Mutual fund | 76,470 | |||||||
| * |
Fidelity Low-Priced Stock Fund |
Mutual fund | 692,268 | |||||||
| * |
Fidelity Freedom Income Fund |
Mutual fund | 227,654 | |||||||
| * |
Fidelity Freedom Fund 2010 |
Mutual fund | 1,471,678 | |||||||
| * |
Fidelity Freedom Fund 2015 |
Mutual fund | 895,012 | |||||||
| * |
Fidelity Freedom Fund 2020 |
Mutual fund | 1,442,144 | |||||||
| * |
Fidelity Freedom Fund 2025 |
Mutual fund | 1,611,249 | |||||||
| * |
Fidelity Freedom Fund 2030 |
Mutual fund | 1,104,096 | |||||||
| * |
Fidelity Freedom Fund 2035 |
Mutual fund | 335,618 | |||||||
| * |
Fidelity Freedom Fund 2040 |
Mutual fund | 284,285 | |||||||
| * |
Fidelity Freedom Fund 2045 |
Mutual fund | 197,899 | |||||||
| * |
Fidelity Freedom Fund 2050 |
Mutual fund | 31,948 | |||||||
| Baron Asset Fund |
Mutual fund | 1,123,420 | ||||||||
| Baron Growth Fund |
Mutual fund | 1,306,654 | ||||||||
| Van Kampen International Growth Fund |
Mutual fund | 1,097,088 | ||||||||
| PIMCO High Yield Institutional Fund |
Mutual fund | 662,240 | ||||||||
| Morgan Stanley Inst. International Equity Fund |
Mutual fund | 652,425 | ||||||||
| Cohen and Steers Realty Shares, Inc. Fund |
Mutual fund | 49,101 | ||||||||
| Davis New York Venture Fund |
Mutual fund | 141,614 | ||||||||
| Royce Opportunity Fund |
Mutual fund | 87,425 | ||||||||
| Allianz NFJ Dividend Value Fund |
Mutual fund | 342,973 | ||||||||
| Dodge and Cox International Stock Fund |
Mutual fund | 180,972 | ||||||||
15
MBIA INC.
401(k) PLAN
SCHEDULE H (FORM 5500) – LINE 4i (Continued)
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
ID # 13-2689375, PLAN 002
DECEMBER 31, 2008
| (a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investments, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
(d) Cost (1) |
(e) Current Value | |||||
| Commingled Fund: | |||||||||
| * | Fidelity Managed Income Portfolio Fund |
Commingled fund | $ | 9,526,082 | |||||
| Participant Loans | Interest rates: 6.25% to 11.5%; Maturity dates: March 27, 2009 to April 29, 2017 |
606,635 | |||||||
| Total | $ | 48,935,303 | |||||||
| (1) | Cost is not required for participant-directed investments. |
| * | Fidelity Management Trust Company, including associated funds, and the Company are parties-in-interest. |
16
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| MBIA Inc. 401(k) Plan | ||||
| Date: June 18, 2009 | /s/ C. EDWARD CHAPLIN | |||
| C. Edward Chaplin | ||||
| Vice President | ||||
| Chief Financial Officer | ||||
| Date: June 18, 2009 | /s/ ALAN PEARLMAN | |||
| Alan Pearlman | ||||
| Plan Administrator | ||||
17