<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 for the fiscal year
ended December 31, 1994 or
( ) TRANSITION REPORTS PURSUANT TO SECTION 13 OR 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. Employees Profit Sharing and 401 (K) Salary
Deferral 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
PAGE 1 OF 11
<PAGE>
MBIA INC.
EMPLOYEES PROFIT SHARING AND
401(K) SALARY DEFERRAL PLAN
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1994 AND 1993
<PAGE>
MBIA INC.
EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN
FINANCIAL STATEMENTS
INDEX
Pages
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 1994 and 1993 3
Statements of Changes in Net Assets Available
for Plan Benefits for the years ended
December 31, 1994 and 1993 4
Notes to Financial Statements 5-10
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<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
TO THE PLAN ADMINISTRATOR OF
MBIA INC. EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN:
We have audited the accompanying statements net assets available
for plan benefits of the MBIA Inc. Employees Profit Sharing and
401(K) Salary Deferral Plan as of December 31, 1994 and 1993 and
the related statements of changes in net assets available for
plan benefits for the years then ended. These financial
statements are the responsibility of the plan administrator. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes 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 plan benefits of the MBIA Inc. Employees Profit
Sharing and 401(K) Salary Deferral Plan as of December 31, 1994
and 1993, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally
accepted accounting principles.
New York, New York
June 5, 1995
/s/ COOPERS & LYBRAND L.L.P.
----------------------------
-2-
<PAGE>
MBIA INC.
EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31 December 31
1994 1993
----------- -----------
Assets:
Allocated share of Master Trust
net assets, at fair value $22,946,984 $21,069,322
Receivables:
Employee contributions 33,679 ---
----------- -----------
Total assets $22,980,663 $21,069,322
Liabilities:
Other liabilities 3,936 7,883
----------- -----------
Net assets available for
plan benefits $22,976,727 $21,061,439
=========== ===========
The accompanying notes are an integral
part of the financial statements.
-3-
<PAGE>
MBIA INC.
EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
Years ended December 31
-----------------------------
1994 1993
-----------------------------
Contributions:
Employees' salary deferral $ 1,780,414 $ 1,774,803
Employer 1,122,997 1,049,244
Income (loss) from investment activities (412,511) 1,634,460
Benefit distributions (575,612) (367,796)
----------- -----------
Net increase 1,915,288 4,090,711
Net assets available for plan
benefits, beginning of year 21,061,439 16,970,728
----------- -----------
Net assets available for plan
benefits, end of year $22,976,727 $21,061,439
=========== ===========
The accompanying notes are an integral
part of the financial statements.
-4-
<PAGE>
MBIA INC.
EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
- -------------------
The MBIA Inc. Employees Profit Sharing and 401(K) Salary Deferral
Plan (the "Plan") is a defined contribution plan for employees of
Municipal Bond Investors Assurance Corporation, MBIA Municipal
Investors Service Corporation and MBIA Securities Corp., which
are wholly-owned subsidiaries of MBIA Inc. (the "Company").
Effective April 1, 1987, a 401(K) deferral feature was
implemented enabling eligible participants to defer up to 10% of
their total eligible compensation. Matching contributions are
made by the Company for those participants making salary deferred
contributions at the rate of 100% of the participant's
contribution and up to a maximum of 5% of the participant's
eligible compensation. Participants may request loans from their
accounts in accordance with established guidelines.
The assets of both the Plan and the MBIA Inc. Employees Pension
Plan are managed by Fidelity Management Trust Company
("Fidelity"), the investment advisor, master trustee and
custodian. The participants of the Plan have the option to
direct the investment of their contribution share into one or
more of eight Fidelity funds and the Employer Stock Fund.
Vesting in employer contributions begins after three 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 becomes fully
vested in the Company's contributions. Nonvested benefits
remaining after termination of employment serve to reduce future
Company contributions.
The benefit to which a participant is entitled is 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, death or
termination, a participant or beneficiary can elect to receive a
lump-sum distribution, installment distributions or purchase a
joint and survivor annuity contract or single life annuity
contract.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"). Participants should refer
to the Summary Plan Description and Plan Document for specific
information regarding Plan provisions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------
INVESTMENTS
The Plan's assets are invested in the MBIA Inc. Master Trust (the
"Trust") with the assets of the MBIA Inc. Employees Pension Plan.
-5-
<PAGE>
MBIA INC.
EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
The Plan's share of investments and income from investment
activities in the Trust is determined based on the Plan's
underlying contribution to the investment classification which
is, in turn, based on the investment fund elections of the
participants.
Investments in the Fidelity funds and the Company's common stock
are valued at their current fair values based on last reported
sales prices on the last business day of the year. Participant
loans are stated at cost plus accrued income, which approximates
fair value.
Gain or loss on sale of investments is based on specifically
identified cost. Interest income from investments is recorded as
earned on the accrual basis. Dividend income is recorded on the
ex-dividend date.
The Plan's income from investment activities includes the net
appreciation (depreciation) in the fair value of its investments
which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those 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, employees' contribution and the income
(loss) from the investment activities of the participant's
account.
ADMINISTRATIVE EXPENSES
Administrative expenses are paid directly by the Company rather
than out of Plan assets. Employee loan fees are paid out of the
participants' accounts.
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.
-6-
<PAGE>
MBIA INC.
EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
4. INVESTMENTS
- --------------
As of December 31, 1994 and 1993, the financial position of the Master Trust and
the Plan's percentage interest in each asset category were as follows:
<TABLE>
<CAPTION>
As of December 31, 1994 As of December 31, 1993
----------------------------------- -------------------------------------
Total Master Trust Total Master Trust
------------------------ Plan's ------------------------- Plan's
Cost Fair Value % Interest Cost Fair Value % Interest
----------- ----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investments at fair
value as determined
by quoted market price:
Employer Stock Fund $ 9,545,532 $ 8,640,565 100.00% $ 8,501,260 $ 8,369,235 100.00%
Fidelity Puritan Fund 1,231,509 1,163,026 38.08 841,702 839,739 36.80
Fidelity Magellan Fund 2,592,316 2,461,358 43.74 1,953,054 2,042,259 43.35
Fidelity Growth Company Fund 1,769,790 1,677,874 38.76 1,457,841 1,481,496 40.72
Fidelity Growth and Income
Portfolio 16,757,958 15,978,056 44.06 13,147,601 14,509,853 44.70
Fidelity Intermediate
Bond Fund 1,068,373 990,843 48.50 889,881 912,294 49.33
Fidelity Overseas Fund 947,439 928,024 44.26 486,520 542,306 39.94
Fidelity Blue Chip
Growth Fund 1,828,858 1,933,640 44.19 1,392,048 1,422,212 44.14
Managed Income Portfolio 6,050,045 6,050,045 41.89 5,834,398 5,834,398 43.56
----------- ----------- ------ ---------- ----------- ------
41,791,820 39,823,431 55.57 34,504,305 35,953,792 56.99
Investments at estimated fair
value:
Participant loans 1,097,170 1,097,170 74.48 812,039 812,039 71.47
----------- ----------- ------ ----------- ----------- ------
Total invested assets
available for benefits of
participating plans $42,888,990 $40,920,601 56.08% $35,316,344 $36,765,831 57.31%
=========== =========== ====== =========== =========== ======
</TABLE>
For the years ended December 31, 1994 and 1993, net appreciation
(depreciation) in the fair value of investments (determined by
quoted market price) of the Master Trust (including investments
bought and sold, as well as held during the year) was as follows:
Years ended December 31
--------------------------
1994 1993
------------ -----------
Fidelity funds ($1,101,182) $1,818,599
Employer Stock Fund (928,820) (123,315)
----------- ----------
($2,030,002) $1,695,284
=========== ==========
-7-
<PAGE>
MBIA INC.
EMLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
For the years ended December 31, 1994 and 1993, investment income
consisting of dividends and interest in the Master Trust were
$2,102,733 and $1,998,407, respectively.
5. NET ASSETS AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
- ---------------------------------------------------------------------------
As of December 31, 1994 and 1993, the net assets available for
Plan benefits of the individual investment funds were as follows:
As of December 31
----------- -----------
1994 1993
Employer Stock Fund $ 8,670,308 $ 8,361,353
Fidelity Puritan Fund 442,856 308,983
Fidelity Magellan Fund 1,076,482 885,340
Fidelity Growth Company Fund 650,287 603,251
Fidelity Growth and Income Portfolio 7,039,153 6,485,978
Fidelity Intermediate Bond Fund 480,600 450,070
Fidelity Overseas Fund 410,752 216,602
Fidelity Blue Chip Growth Fund 854,507 627,755
Managed Income Portfolio 2,534,659 2,541,744
Participant Loans 817,123 580,363
----------- -----------
$22,976,727 $21,061,439
=========== ===========
For the years ended December 31, 1994 and 1993, the changes in
net assets available for Plan benefits of the individual
investment funds were as shown on the following page:
-8-
<PAGE>
MBIA INC.
EMPLOYEES PROFIT SHARING and 401 (K) SALARY DEFERRAL PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
Year ended December 31, 1994
-----------------------------------------------------------------------------------------------------------------------
Employer Growth Growth Blue Chip Managed
Stock Puritan Magellan Company and Income Intermediate Overseas Growth Income Participant
Fund Fund Fund Fund Fund Bond Fund Fund Fund Portfolio Loans Total
----------- --------- --------- --------- ----------- ------------ -------- -------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contri-
butions:
Employees'
salary
deferral
$ 162,623 $ 68,908 $237,893 $124,361 $ 652,962 $59,396 $ 99,927 $122,171 $252,173 $ --- $1,780,414
Employer
1,122,997 --- --- --- --- --- --- --- --- --- 1,122,997
Income from
investment
act-
ivities (779,006) 5,047 (22,275) (15,316) 150,790 (8,177) (1,860) 66,299 139,866 52,121 (412,511)
Benefit
distri-
butions (222,668) (3,331) (28,829) (15,426) (150,353) (2,464) (5,634) (47,717) (65,243) (33,947) (575,612)
Transfers
(to)
from
other
funds 25,009 63,249 4,353 (46,583) (100,224) (18,225) 101,717 85,999 (333,881) 218,586 ---
---------- -------- -------- ------- -------- ------- -------- -------- -------- -------- ----------
Net
increase
(decrease)
in net assets
available
for Plan
bene-
fits $ 308,955 $133,873 $191,142 $47,036 $553,175 $ 30,530 $194,150 $226,752 $ (7,085) $236,760 $1,915,288
========== ======== ======== ======= ======== ======== ======== ======== ======== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31, 1993
-----------------------------------------------------------------------------------------------------------------------
Employer Growth Growth Blue Chip Managed
Stock Puritan Magellan Company and Income Intermediate Overseas Growth Income Participant
Fund Fund Fund Fund Fund Bond Fund Fund Fund Portfolio Loans Total
----------- --------- --------- --------- ----------- ------------ -------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contri-
butions:
Employees'
salary
defer-
ral $ 80,834 $ 57,019 $138,823 $108,392 $ 870,039 $90,306 $ 27,896 $135,473 $266,021 $ --- $1,774,803
Employ-
er 1,049,244 --- --- --- --- --- --- --- --- --- 1,049,244
Income
from
invest-
ment
activit-
ies (16,966) 39,275 131,823 77,264 1,042,941 45,584 24,415 118,806 141,522 29,796 1,634,460
Benefit
distri-
butions (147,922) --- (8,772) (22,006) (84,974) --- (8,286) (15,078) (80,758) --- (367,796)
Transfers
(to) from
other
funds 158,676 210,521 92,753 24,537 (580,437) (10,702) 172,392 (56,492) (375,853) 364,605 ---
---------- -------- -------- ------- -------- ------- -------- -------- -------- --------- ----------
Net
increase
(decrease)
in net
assets
available
for Plan
bene-
fits $1,123,866 $306,815 $354,627 $188,187 $1,247,569 $125,188 $216,417 $182,709 $(49,068) $394,401 $4,090,711
========== ======== ======== ======== ========== ======== ======== ======== ======== ======== ==========
</TABLE>
-9-
<PAGE>
MBIA INC.
EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
6. 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).
-10-
<PAGE>
SIGANTURES
----------
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 thereunto duly authorized.
MBIA Inc.
Employees Profit Sharing and
401(K) Salary Deferral Plan
/s/ Hilda H. Boas
Date: June 5, 1995 ------------------------------
Hilda H. Boas
Senior Vice President
Plan Administrator
/s/ Louis G. Lenzi
Date: June 5, 1995 ------------------------------
Louis G. Lenzi
General Counsel
-11-
