FINANCIAL STATEMENTS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The financial review that follows provides information that management believes is relevant to an assessment and understanding of the Corporation’s financial condition and results of operations. The discussion should be read in conjunction with the financial statements and the accompanying notes.

PBGC’s operating results are subject to significant fluctuation from year to year depending on the severity of losses from plan terminations, changes in the select interest rate, general economic conditions and other factors such as changes in law. Consequently, certain traditional financial ratios and measurements are not meaningful and, therefore, not presented.

Combined Results

The combined programs’ underwriting and financial activities resulted in a net loss of $8.019 billion. The single-employer program posted a net loss of $7.600 billion. The multiemployer program reported a net loss of $419 million, its largest to date. By law, these two programs are separate.

Investment Program: The Corporation’s investable assets consist of premium revenues accounted for in the Revolving Funds and assets from terminated plans and their sponsors accounted for in the Trust Funds. By law, PBGC is required to invest the Revolving Funds in fixed-income securities; current policy is to invest these funds only in Treasury securities. PBGC has more discretion in its management of the Trust Funds, which it invests primarily in high-quality equities.

PBGC uses institutional investment management firms to invest its assets subject to PBGC oversight. Under the guidance of its Board of Directors, PBGC began a review of its investment policy to ensure that it maintains an investment structure that is consistent with its long-term objectives and responsibilities.

As of September 30, 2003, the value of PBGC’s total investments in the single-employer and multiemployer programs, including cash, was approximately $34.5 billion. The Revolving Fund’s value was $16.4 billion and the Trust Fund’s value was $18.1 billion. Cash and fixed-income securities represented 63 percent of the total assets invested at the end of the year, compared to 72 percent at the end of 2002. Equity securities represented 37 percent of total assets invested, as compared to 28 percent at the end of 2002. A very small portion of the invested portfolio remains in real estate and other financial instruments. Results for fiscal year 2003 were generally positive for capital market investments and PBGC’s investment program. During the year, PBGC achieved a 10.3% return on total invested funds. PBGC’s fixed-income program returned 4.2% while its equity program returned 25.8%. PBGC’s five-year returns approximated their comparable market indices, meeting the Corporation’s strategic performance goal. For the year, PBGC reported a gain of about $1.3 billion from fixed-income investments and a gain of about $2.1 billion from equity investments.

Single-Employer Program

Results of Activities and Trends: The rise in business failures in more mature industries in combination with increased pension underfunding continued the trend of large claims against the pension insurance system. This resulted in a net loss in 2003 of $7.600 billion compared to the net loss of $11.370 billion in 2002. The $3.770 billion improvement was attributable to increases in investment income of $3.179 billion, premium revenue of $161 million and the net decrease in losses from completed and probable terminations ($3.936 billion). This was offset by increases in actuarial charges of $3.359 billion and administrative and other charges of $147 million.

UNDERWRITING ACTIVITY: The loss of $4.877 billion in 2003 was a significant improvement over the loss of $8.790 billion in 2002. This $3.913 billion decrease in the loss was primarily due to positive impacts from a decrease in losses from completed and probable terminations and the increase in premium revenues, offset by the increase in administrative and other charges.

Underwriting income increased from $815 million in 2002 to $976 million in 2003. The $161 million change was due primarily to the increase in variable-rate premium income triggered by the significant decrease in interest rates as well as the drop in plan asset values.

For plan years beginning in 2002 and 2003, the Required Interest Rate (RIR) used in calculating the variable-rate premium was changed to 100 percent, rather than 85 percent, of the annual yield on 30-year Treasury securities. However, the dampening effect of the RIR change on variable-rate premium revenue in 2003 was more than offset by other factors that increased plan underfunding and, therefore, variable-rate premium payments. In particular, interest rate assumptions used by plans to calculate premiums have changed since September 30, 2002. The average 30-year Treasury rate for the month of December 2001 (which was used in the calculation of 2002 premiums) was 5.48% compared to the 4.92% rate at December 2002 (which was used to calculate 2003 premiums). This was a significant change that increased plan benefit liabilities in 2003 for calendar year plans (which comprise approximately 60% of all plans). Non-calendar year plans were generally impacted in a similar manner. Consequently, variable-rate premiums increased approximately 130 percent over 2002 because of the decline in interest rate assumptions as well as any decrease in plan asset values associated with the decline in the equity markets from December 2001 to December 2002.

The Corporation’s losses from completed and probable plan terminations decreased from a loss of $9.313 billion in 2002 to a loss of $5.377 billion in 2003. As in the previous year, the loss was primarily due to new plans classified as probable and the termination of underfunded pension plans. Future losses remain unpredictable as PBGC’s loss experience is highly sensitive to losses from large claims.

Administrative expenses increased $64 million over 2002, to a total of $271 million in 2003. This was primarily due to increased plan-related termination costs and increases in PBGC administrative costs.

FINANCIAL ACTIVITY: The loss from financial activity increased from $2.580 billion in 2002 to $2.723 billion in 2003. This change was primarily due to the effect of the change in interest rates on the present value of future benefits, which was partially offset by investment income. The total return on investments was a positive 10.3% in 2003 compared to a positive 2.1% in 2002. Equity investment returns in 2003 increased by $3.946 billion over 2002 while the gain from fixed-income investments was $767 million less in 2003 than in 2002. PBGC, in accordance with accounting principles generally accepted in the United States of America (GAAP), marks its assets to market.

Actuarial charges primarily resulted from the changes in interest rates in FY 2003 and from the aging of the present value of future benefits. The PBGC select interest rate decreased from a 25-year rate of 5.70% at September 30, 2002, to a 20-year rate of 4.40% at September 30, 2003, while the ultimate rate decreased from 4.75% to 4.50%.

Liquidity and Capital Resources: The single-employer program’s net position in 2003 declined significantly to a deficit of $11.238 billion primarily as a result of completed and probable terminations and actuarial charges. Of the program’s total assets of $34.016 billion, $33.489 billion (98 percent) were in marketable assets.

PBGC’s primary sources of cash are from premium receipts and investment activities. If funds generated from these sources are insufficient to meet operating cash needs in any period, the Corporation has available a $100 million line of credit from the U.S. Treasury for liquidity purposes. PBGC did not use this borrowing authority in 2002 or 2003 and has no plans to use it in the future. PBGC has sufficient cash flow to cover benefit payments, other operating expenses, and other liabilities for a number of years.

The total underfunding in plans (excluding probable terminations) that are sponsored by companies with below-investment-grade bond ratings, and classified by PBGC as reasonably possible, ranges from approximately $83 billion to $85 billion (see Note 7) at the December 31, 2002, measurement date. December 31st values are the most current and complete data available. Losses from these plans are not probable at this time but GAAP requires the exposure to be disclosed in the footnotes of the financial statements. This exposure was principally in air transportation; primary metals and fabricated metal products; electronic and other electrical equipment, except computer equipment; industrial and commercial machinery and computer equipment; transportation equipment; chemicals and allied products; paper and allied products; electric, gas and sanitary services; rubber and miscellaneous plastics products; and general merchandise stores.

Expected claims in the longer term are more difficult to quantify either in terms of a single number or a limited range. The amount of PBGC’s future claims depends on many factors, including current underfunding among insured plans, changes in underfunding over time and bankruptcies among sponsors. These factors are influenced by future economic conditions, most particularly those affecting interest rates, investment returns and the rate of business failures. There is significant volatility in underfunding over time, as seen over the past few years.

Claims vary substantially over time reflecting overall economic conditions, the performance of some particular industries or the bankruptcy of a few very large companies. Volatility and the concentration of claims in a small number of terminations characterize PBGC expected claims.

As discussed in Note 14 of the financial statements, the Corporation is subject to litigation that could have considerable impact on its financial condition.

Benefit payments and administrative expenses are expected to exceed $3 billion in 2004. Due to significant factors beyond PBGC’s control (e.g., fluctuations in interest rates, contributions made to PBGC-insured plans by sponsors, etc.), it remains difficult to project premium receipts. PBGC’s best estimate of 2004 premium receipts forecasts the amount to fall within the range of $1.0 billion to $1.1 billion. The single-employer program’s negative net position of $11.238 billion at year-end has not impacted the Corporation’s ability to meet its liquidity needs and responsibilities under the Employee Retirement Income Security Act. The program’s total assets of $34.016 billion assure the Corporation’s ability to meet its financial obligations for a number of years.

Multiemployer Program

Results of Activities and Trends: The 2003 multiemployer results of operations culminated in a negative net position of $261 million. The program reported a loss of $419 million in 2003 compared to a gain of $42 million in 2002. The change in net income was primarily due to the increase in the loss from future financial assistance and a decrease in investment income. The significant increase in the loss from future financial assistance resulted primarily from the reclassification of five plans as probable losses, the decrease in interest rates, and changes in plan data (e.g., updated information regarding assets, plan liabilities, contributions and withdrawal liability payments). Premium income remained stable at $25 million. Of the program’s assets, PBGC invested 97.5 percent in Treasury securities in 2003 and 98.4 percent in 2002.

Liquidity and Capital Resources: Despite the multiemployer program having a negative net position, PBGC has sufficient resources to meet its liquidity requirements as most assets are highly liquid Treasury securities. In 2004, premium receipts will approximate $25 million while benefit payments and financial assistance are expected to be about $12 million.

Federal Managers’ Financial Integrity Act Statement

Management controls in effect during fiscal year 2003 provided reasonable assurance that assets were safeguarded from material loss and that transactions were executed in accordance with management’s authority and with significant provisions of selected laws and regulations. Furthermore, PBGC management controls provided reasonable assurance that transactions were properly recorded, processed and summarized to permit the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and to maintain accountability for assets among funds. PBGC did identify a fiscal year 2003 material weakness related to the methodology used in estimating multiemployer plan liabilities. The Corporation will correct this in fiscal year 2004.

MANAGEMENT REPRESENTATION

PBGC’s management is responsible for the accompanying Statements of Financial Condition of the Single-Employer and Multiemployer Program Funds as of September 30, 2003 and 2002, the related Statements of Operations and Changes in Net Position and the Statements of Cash Flows for the years then ended. PBGC’s management is also responsible for establishing and maintaining systems of internal accounting and administrative controls that provide reasonable assurance that the control objectives, i.e., preparing reliable financial statements, safeguarding assets and complying with laws and regulations, are achieved.

In the opinion of management, the financial statements of the Single-Employer and Multiemployer Program Funds present fairly the financial position of PBGC at September 30, 2003, and September 30, 2002, and the results of their operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America (GAAP) and actuarial standards applied on a consistent basis.

Estimates of probable terminations, nonrecoverable future financial assistance, amounts due from employers and the present value of future benefits may have a material effect on the financial results being reported. Litigation has been properly disclosed and reported in accordance with GAAP.

As a result of the aforementioned, PBGC has based these statements, in part, upon informed judgments and estimates for those transactions not yet complete or for which the ultimate effects cannot be precisely measured, or for those that are subject to the effects of any pending litigation.

The Inspector General engaged Pricewaterhouse Coopers LLP (PwC) to conduct the audit of the Corporation’s 2003 and 2002 financial statements. PwC issued an unqualified opinion on PBGC’s September 30, 2003 and 2002, financial statements.

Steven A. Kandarian
Executive Director

Hazel Broadnax
Deputy Executive Director
and Chief Financial Officer

December 22, 2003

Financial Statements

Table - PBGC Statements of Fianancial Condition - Assets

Table - PBGC Statements of Financial Condition - Liabilities

Table - PBGC Statements of Operations and Changes in Net Position

Table - PBGC Statements of Cash Flows

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002

Note 1 -- Organization and Purpose

The Pension Benefit Guaranty Corporation (PBGC or the Corporation) is a federal corporation created by Title IV of the Employee Retirement Income Security Act of 1974 (ERISA) and is subject to the provisions of the Government Corporation Control Act. Its activities are defined in ERISA as amended by the Multiemployer Pension Plan Amendments Act of 1980, the Single-Employer Pension Plan Amendments Act of 1986, the Pension Protection Act of 1987, the Retirement Protection Act of 1994 and the Consolidated Appropriations Act, 2001. The Corporation insures pensions, within statutory limits, of participants in covered single-employer and multiemployer defined benefit pension plans that meet the criteria specified in Section 4021 of ERISA.

ERISA requires that PBGC programs be self-financing. The Corporation finances its operations through premiums collected from covered plans, assets assumed from terminated plans, collection of employer liability payments due under ERISA as amended and investment income. In addition, PBGC may borrow up to $100 million from the U.S. Treasury to finance its operations. The Corporation did not use this borrowing authority during the years ended September 30, 2003, or September 30, 2002, nor is use of this authority currently planned.

ERISA provides that the U.S. Government is not liable for any obligation or liability incurred by PBGC. As of September 30, 2003, the single-employer and multiemployer funds reported deficits of $11.238 billion and $261 million, respectively. PBGC’s operating results are subject to significant fluctuation from year to year depending on the severity of losses from plan terminations, changes in the select interest rate, general economic conditions and other factors such as changes in law. PBGC estimates that the total underfunding in single-employer plans exceeded $350 billion (unaudited), and in multiemployer plans approximated $100 billion (unaudited), as of September 30, 2003. PBGC’s exposure to loss is less than these amounts because of the statutory limits of insured pensions. As disclosed in Note 7, the total underfunding in single-employer plans classified by PBGC as reasonably possible of termination as of September 30, 2003, was $85 billion. PBGC also estimates that, as of September 30, 2003, it is reasonably possible that multiemployer plans may require future financial assistance in the amount of $63 million.

Neither program at present has the resources to fully satisfy PBGC’s longterm obligations to plan participants. However, the single-employer program’s $34 billion in assets, and the multiemployer program’s $1 billion in assets, provide PBGC with sufficient liquidity to pay benefits for a number of years.

Under the single-employer program, PBGC is liable for the payment of guaranteed benefits with respect only to underfunded terminated plans. An underfunded plan may terminate only if PBGC or a bankruptcy court finds that one of the four conditions for a distress termination, as defined in ERISA, is met or if PBGC involuntarily terminates a plan under one of five specified statutory tests. The net liability assumed by PBGC is generally equal to the present value of the future benefits (including amounts owed under Section 4022(c) of ERISA) less (1) the amounts that are provided by the plan’s assets and (2) the amounts that are recoverable by PBGC from the plan sponsor and members of the plan sponsor’s controlled group, as defined by ERISA.

Under the multiemployer program, if a plan becomes insolvent, it receives financial assistance from PBGC to allow the plan to continue to pay participants their guaranteed benefits. PBGC recognizes assistance as a loss to the extent that the plan is not expected to be able to repay these amounts from future plan contributions, employer withdrawal liability or investment earnings.

Note 2 -- Significant Accounting Policies

Basis of Presentation: The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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. Estimates and assumptions may change over time as new information is obtained or subsequent developments occur. Actual results could differ from those estimates.

Valuation Method: A primary objective of PBGC’s financial statements is to provide information that is useful in assessing PBGC’s present and future ability to ensure that defined benefit pension plan beneficiaries receive benefits when due. Accordingly, PBGC values its financial assets at estimated fair value, consistent with the standards for pension plans contained in Statement of Financial Accounting Standards (FAS) No. 35 (“Accounting and Reporting by Defined Benefit Pension Plans”). PBGC values its liabilities for the present value of future benefits and present value of nonrecoverable future financial assistance at their estimated cost of settlement using the measurement principles of FAS No. 87 (“Employers’ Accounting for Pensions”).

Revolving and Trust Funds: PBGC accounts for its single-employer and multiemployer programs’ revolving and trust funds on an accrual basis. Each fund is charged its portion of the benefits paid each year. PBGC has combined the revolving and trust funds for presentation purposes in the financial statements. The single-employer and multiemployer programs are separate programs by law and, therefore, PBGC reports them separately.

ERISA provides for the establishment of revolving funds that are to be used by PBGC in carrying out its duties. The revolving funds support the operational and administrative functions of PBGC and fund any deficits incurred by PBGC in trusteeing plans or providing financial assistance. Premiums collected from ongoing plans are accounted for through the revolving funds. The Pension Protection Act of 1987 created a single-employer revolving fund that is credited with all premiums in excess of $8.50 per participant, including all penalties and interest charged on these amounts, and its share of earnings from investments. This fund may not be used to pay PBGC’s administrative costs or the benefits of any plan terminated prior to October 1, 1988, unless no other amounts are available.

The trust funds reflect accounting activity associated with: (1) trusteed plans—plans for which PBGC has legal responsibility, (2) plans pending trusteeship—terminated plans for which PBGC has not become legal trustee by fiscal year-end, and (3) probable terminations—plans that PBGC determines are likely to terminate and be trusteed by PBGC. PBGC cannot exercise legal control over a plan’s assets until it becomes trustee.

Allocation of Revolving and Trust Funds: PBGC allocates assets, liabilities, income and expenses to each program’s revolving and trust funds to the extent that such amounts are not directly attributable to a specific fund. Revolving fund investment income is allocated on the basis of each program’s average cash and investments available during the year while the expenses are allocated on the basis of each program’s present value of future benefits. Revolving fund assets and liabilities are allocated on the basis of the year-end equity of each program’s revolving funds. The plan assets acquired by PBGC and commingled at PBGC’s custodian bank are credited directly to the appropriate fund while the earnings and expenses on the commingled assets are allocated to each program’s trust funds on the basis of each trust fund’s value, relative to the total value of the commingled fund.

Cash and Cash Equivalents: Cash includes cash on hand and demand deposits. Cash equivalents are securities with a maturity of one business day.

Investment Valuation and Income: PBGC bases market values on the last sale of a listed security, on the mean of the “bid-and-asked” for nonlisted securities or on a valuation model in the case of fixed-income securities that are not actively traded. These valuations are determined as of the end of each fiscal year. Purchases and sales of securities are recorded on the trade date. In addition, PBGC invests in and discloses its derivative investments in accordance with the guidance contained in FAS No. 133 (“Accounting for Derivative Instruments and Hedging Activities”). Investment income is accrued as earned. Dividend income is recorded on the ex-dividend date. Realized gains and losses on sales of investments are calculated using first in first out for the revolving fund and average cost for the trust fund. PBGC marks the plan’s assets to market and any increase or
decrease in the market value of a plan’s assets occurring after the date on which the plan is terminated must, by law, be credited to or suffered by PBGC (see Notes 3, 4, and 11).

Sponsors of Terminated Plans, Receivables: The amounts due from sponsors of terminated plans or members of their controlled group represent the settled claims for employer liability (underfunding as of date of plan termination) and for contributions due their plan less an allowance for uncollectible amounts. PBGC discounts any amounts expected to be received beyond one year for time and risk factors. Some agreements between PBGC and plan sponsors provide for contingent payments based on future profits of the sponsors. The Corporation will report any such future amounts in the period they are realizable. Income and expenses related to amounts due from sponsors are reported in the underwriting section of the Statements of Operations and Changes in Net Position. Interest earned on settled claims for employer liability and due and unpaid employer contributions (DUEC) is reported as “Income: Other.” The change in the allowances for uncollectible employer liability and DUEC is reported as “Expenses: Other.”

Premiums: Premiums receivable represent the estimated earned but unpaid portion of the premiums for plans that have a plan year commencing before the end of PBGC’s fiscal year and past due premiums deemed collectible, including collectible penalties and interest. The liability for unearned premiums represents an estimate of payments received during the fiscal year that cover the portion of a plan’s year after PBGC’s fiscal year-end. Premium income represents actual and estimated revenue generated from self-assessments from defined benefit pension plans as required by Title IV of ERISA (see Note 9).

Present Value of Future Benefits (PVFB): The PVFB is the estimated liability for future pension benefits that PBGC is or will be obligated to pay the participants of trusteed plans and terminated plans pending trusteeship. This liability is stated as the actuarial present value of estimated future benefits less the present value of estimated recoveries from sponsors and members of their controlled group and the assets of terminated plans pending trusteeship. PBGC also includes the estimated liabilities attributable to probable future plan terminations as a separate line item in the PVFB (net of estimated recoveries and assets). To measure the actuarial present value, PBGC uses assumptions to adjust the value of those future payments to reflect the time value of money (by discounting) and the probability of payment (by means of decrements, such as for death or retirement). PBGC also includes anticipated expenses to settle the benefit obligation in the determination of the PVFB. PBGC’s benefit payments to participants represent a reduction to the PVFB liability.

The values of the PVFB are particularly sensitive to changes in underlying estimates and assumptions. It is likely that these estimates and assumptions will change in the near term and the impact of these changes may be material to PBGC’s financial statements (see Note 4).

1. Trusteed Plans—represents the present value of future benefit payments less the present value of expected recoveries (for which a settlement agreement has not been reached with sponsors and members of their controlled group) for plans that have terminated and been trusteed by PBGC prior to fiscal year-end.

2. Terminated Plans Pending Trusteeship—represents the present value of future benefit payments less the plans’ net assets (at fair value) anticipated to be received and the present value of expected recoveries (for which a settlement agreement has not been reached with sponsors and members of their controlled group) for plans that have terminated but have not been trusteed by PBGC prior to fiscal year-end.

3. Settlements and Judgments—represents estimated liabilities related to settled litigation.

4. Net Claims for Probable Terminations—represents PBGC’s best estimate of the losses, net of plan assets and the present value of expected recoveries (from sponsors and members of their controlled group) for plans that are likely to terminate in a future year. These estimated losses are based on conditions that existed as of PBGC’s fiscal year-end. Management believes it is likely that one or more events subsequent to PBGC’s fiscal year-end will occur, confirming the loss. Criteria used for classifying a plan as probable include: the plan sponsor is in chapter 11 liquidation or comparable state insolvency proceeding with no known solvent controlled group member; sponsor files for distress plan termination; or PBGC seeks involuntary plan termination.

   In addition, PBGC provides a reserve for probable losses for plans not specifically identified and for plans with estimated underfunding less than $5 million. The reserve for unidentified losses is based on PBGC’s historical experience (see Note 4).

5. In accordance with Statement of Financial Accounting Standards No. 5, PBGC’s exposure to losses from plans of companies that are classified as reasonably possible is disclosed in the footnotes. Criteria used for classifying a company as reasonably possible include: the plan sponsor in Chapter 11 reorganization; funding waiver pending or outstanding with the Internal Revenue Service (IRS); minimum funding contribution missed; below-investmentgrade bond rating for Standard & Poor’s (BB+) or Moody’s (Ba1); no bond rating but unsecured debt below investment grade; or no bond rating but the ratio of long-term debt plus unfunded benefit liability to market value of shares is 1.5 or greater (see Note 7).

6. In addition, PBGC identifies certain plans as high risk if the plan sponsor meets the following criteria: the company is currently in Chapter 11 proceedings; has received a minimum funding waiver within the past five years; has granted security to an unsecured creditor as part of a renegotiation of debt within the past two years; is known to have been in default on existing debt within the past two years (regardless of whether it received a waiver of default); the company’s unsecured debt is now rated CCC+/Caa1 or lower by S&P or Moody’s, respectively; or any other set of circumstances that in the analyst’s judgment constitutes a high risk situation.

   PBGC specifically reviews each plan identified as high risk and classifies those plans as probable if, based on available evidence, PBGC concludes that plan termination is likely. Otherwise, high risk plans are classified as reasonably possible.

Present Value of Nonrecoverable Future Financial Assistance: In accordance with Title IV of ERISA, PBGC provides financial assistance to multiemployer plans, in the form of loans, to enable the plans to pay guaranteed benefits to participants and reasonable administrative expenses. These loans, issued in exchange for interest-bearing promissory notes, constitute an obligation of each plan.

The present value of nonrecoverable future financial assistance represents the estimated nonrecoverable payments to be provided by PBGC in the future to multiemployer plans that will not be able to meet their benefit obligations. The present value of nonrecoverable future financial assistance is based on the difference between the present value of future guaranteed benefits and expenses and the market value of plan assets, including the present value of future amounts expected to be paid by employers, for those plans that are expected to require future assistance. The amount reflects the rates at which, in the opinion of management, these liabilities (net of expenses) could be settled in the market for single-premium nonparticipating group annuities issued by private insurers (see Note 5).

A liability for a particular plan is included in the Present Value of Nonrecoverable Future Financial Assistance when it is determined that the plan is insolvent and will require assistance to pay the participants their guaranteed benefit. Determining insolvency requires considering several complex factors, such as an estimate of future cash flows, future mortality rates, and age of participants not in pay status.

Other Expenses: These expenses represent a current period estimate of the net amount of receivables deemed to be uncollectible. The estimate is based on the most recent status of the debtor (e.g., sponsor), the age of the receivables and other factors that indicate the element of uncollectibility in the receivables outstanding.

Losses from Completed and Probable Terminations: Amounts reported as losses from completed and probable terminations represent the difference as of the actual or expected date of plan termination between the present value of future benefits (including amounts owed under Section 4022(c) of ERISA) assumed, or expected to be assumed, by PBGC, less related plan assets and the present value of expected recoveries from sponsors and members of their controlled group (see Note 10). In addition, the plan’s net income from date of plan termination to the beginning of the fiscal year is included as a component of losses from completed and probable terminations for plans with termination dates prior to the year in which they were added to PBGC’s inventory of terminated plans.

Actuarial Adjustments and Charges (Credits): PBGC classifies actuarial adjustments related to changes in method and the effect of experience as underwriting activity; actuarial adjustments are the result of the movement of plans from one valuation methodology to another (e.g., nonseriatim to seriatim) and of new data (e.g., deaths, revised participant data). Actuarial charges (credits) related to changes in interest rates and passage of time are classified as financial activity. These adjustments and charges (credits) represent the change in the PVFB that results from applying actuarial assumptions in the calculation of future benefit liabilities (see Note 4).

Depreciation: PBGC calculates depreciation of its furniture and equipment on a straight-line basis over the estimated useful lives of the assets. The useful lives range from 5 to 10 years. Routine maintenance and leasehold improvements (the amounts of which are not material) are charged to operations as incurred.

Note 3 -- Investments

Premium receipts are invested in securities issued by the U.S. Government.

The trust funds include assets PBGC acquires or expects to acquire with respect to terminated plans and investment income thereon. These assets generally are held by custodian banks.

The basis and market value of the investments by type are detailed below. The basis indicated is cost of the asset if acquired after the date of plan termination or the market value at date of plan termination if the asset was acquired as a result of a plan’s termination. PBGC marks the plan’s assets to market and any increase or decrease in the market value of a plan’s assets occurring after the date on which the plan is terminated must, by law, be credited to or suffered by PBGC. Note 11 provides the components of investment income.

Table - Investments of Single-Employer Revolving Funds and Single-Employer Trusteed Plans

Table - Investments of Multi-Employer Revolving Funds and Multi-Employer Trusteed Plans

Derivative Investments: Derivatives are accounted for at market value in accordance with Statement of Financial Accounting Standards No. 133, as amended. Derivatives are marked to market with changes in value reported within financial income. During fiscal years 2002 and 2003, PBGC invested in an investment product that contained Standard & Poor’s (S&P) 500 financial futures contracts. The objective of this investment strategy is to exceed, net of fees, the total rate of return of the S&P 500 Index while maintaining a very similar risk level to that of the index. S&P 500 Index futures are used to obtain cost-effective equity exposure for implementing the strategy. Beginning September 24, 2003, PBGC invested in an investment product that contained U.S. government bond futures and a swaption contract. The objective of this investment strategy is to exceed, net of fees, the total rate of return of a customized benchmark for a long duration fixed income mandate. This benchmark proxies the expected behavior of PBGC's liabilities and reflects the objective of mitigating interest rate sensitivity. Government bond futures are held to adjust interest rate exposure (duration). Swaptions are held (or sold) to adjust interest rate exposure (duration) and to generate income to reflect the investment views of the portfolio managers regarding relationships between interest rates. At September 30, 2003, PBGC had one written swaption with a notional amount of $59,000,000. In 2002 and 2003, PBGC also invested in an investment product that contained U.S. and non-U.S. stock index futures contracts, U.S. and non-U.S. government bond futures and forward contracts, U.S. stock warrants, non-U.S. government debt option contracts and foreign currency forward and option contracts. The objective of this investment strategy is to exceed, net of fees, the total rate of return of a customized benchmark for a global balanced mandate while maintaining a very similar risk level to that benchmark. Stock index futures contracts are held to affect asset allocation and country equity exposure. Government bond futures and forward contracts are held to affect sector asset allocation and to adjust interest rate (duration) and country exposure. U.S. stock warrants are held as a result of a corporate action. Non-U.S. government debt option contracts are held to reflect the investment views of the portfolio managers regarding government debt issues. Foreign currency forward and option contracts are held to hedge currency exposure (i.e., minimize currency risk) of certain assets and to adjust overall currency exposure to reflect the investment views of the portfolio managers regarding relationships between currencies. PBGC is accomplishing these objectives typically, but not exclusively, by holding long and short positions in stock index futures, government bond futures, foreign currency forward contracts and other derivative instruments. The counterparties to PBGC’s foreign currency exchange contracts are major financial institutions. PBGC has never experienced non-performance by any of its counterparties.

In addition to the initial margin of generally 1 to 6 percent maintained with the broker in Treasury bills or similar instruments, financial futures contracts require daily settlement of variation margin. For the fiscal years ended September 30, 2003, and September 30, 2002, gains and losses from settled margin calls are reported in Investment income on the Statements of Operations and Changes in Net Position. The fair value of the derivative instruments (the amount needed to settle at September 30) reported on the Statements of Financial Condition as part of “Sale of securities” was $2 million at September 30, 2003, as compared to less than $1 million at September 30, 2002, and $7 million as part of “Due for purchases of securities” at September 30, 2003, as compared to $6 million at September 30, 2002.

Financial futures contracts are traded on organized exchanges and thus bear minimal credit risk. The exchange clears, settles and guarantees transactions occurring through its facilities. Institutional investors hold these futures contracts on behalf of PBGC and mark to market daily. In periods of extreme volatility, margin calls may create a high liquidity demand on the underlying portfolio. To mitigate this, PBGC maintains adequate liquidity in its portfolio to meet these margin calls.

Security Lending: PBGC participates in a security lending program administered by its custodian bank. The custodian bank requires collateral that equals 102 percent to 105 percent of the securities lent. The collateral is held by the custodian bank. In addition to the lending program managed by the custodian bank, some of PBGC’s investment managers are authorized to invest in repurchase agreements and reverse repurchase agreements. The manager either receives cash as collateral or pays cash out to be used as collateral. Any cash collateral received is invested. The total value of securities on loan at September 30, 2003, and September 30, 2002, was $213 million and $122 million, respectively.

Note 4 -- Present Value of Future Benefits

The following table summarizes the actuarial adjustments, charges and credits that explain how the Corporation’s single-employer program liability for the present value of future benefits changed for the years ended September 30, 2003 and 2002.

For FY 2003, PBGC used a 20-year select interest rate of 4.40% followed by an ultimate rate of 4.50% for the remaining years and for FY 2002, a 25-year select interest rate of 5.70% followed by an ultimate rate of 4.75% for the remaining years. These rates were determined to be those needed to continue to match the survey of annuity prices provided by the American Council of Life Insurers. PBGC’s regulations state that both the interest rate and the length of the select period may vary to produce the best fit with these prices. The prices reflect rates at which, in the opinion of management, the liabilities (net of expenses) could be settled in the market at September 30, for the respective year, for single-premium nonparticipating group annuities issued by private insurers. Many factors, including Federal Reserve policy, may impact these rates.

For September 30, 2003, PBGC used the 1994 Group Annuity Mortality (GAM) Static Table (with margins), set forward two years and projected 18 years to 2012 using Scale AA. For September 30, 2002, PBGC used the same table, set forward two years but projected 16 years to 2010 using Scale AA. The number of years that PBGC projects the mortality table reflects the number of years from the 1994 base year of the table to the end of the fiscal year (9 years in 2003 versus 8 years in 2002) plus PBGC’s calculated duration of its liabilities (9 years in 2003 versus 8 years in 2002). PBGC’s procedure is based on the procedures recommended by the Society of Actuaries UP-94 Task Force (which developed the GAM94 table) for taking into account future mortality improvements.

The reserve for administrative expenses in the 2003 and 2002 valuation was assumed to be 1.18 percent of benefit liabilities plus additional reserves for cases whose plan asset determinations, participant database audits and actuarial valuations were not yet complete. The expense assumption was based on a study performed for PBGC in 2000 by a major accounting firm. The factors to determine the additional reserves were based on case size, number of participants and time since trusteeship.

The present values of future benefits for trusteed multiemployer plans for 2003 and 2002 reflect the payment of benefits and the changes in interest assumptions, passage of time and the effect of experience.

The resulting liability represents PBGC’s best estimate of the measure of anticipated experience under these programs.

Table - Reconciliation of the Present Value of Future Benefits for Years Ended September 30, 2003 and 2002

The following table details the assets that make up single-employer terminated plans pending trusteeship:

Table - Assets of Single-Employer Terminated Plans Pending Trusteeship,Net

Net Claims for Probable Terminations: Factors that are presently not fully determinable may be responsible for these claim estimates differing from actual experience. Included in net claims for probable terminations is a provision for future benefit liabilities for plans not specifically identified.

The values recorded in the following reconciliation table have been adjusted to the expected dates of termination.

Table - Reconciliation of Net Claims for Probable Terminations

The following table itemizes the probable exposure by industry:

Table - Probables Exposure by Industry

The following table shows what has happened to plans classified as probables. This table does not capture or include those plans that were not initially classified as probable.

Table - Probable Experience

Note 5 -- Multiemployer Financial Assistance

PBGC provides financial assistance to multiemployer defined benefit pension plans in the form of loans. An allowance is set up to the extent that repayment of these loans is not expected.

Table - Notes Receivable Multi-Employer Financial Assistance

The losses from financial assistance reflected in the Statements of Operations and Changes in Net Position include annual changes in the estimated present value of nonrecoverable future financial assistance and assistance granted that was not previously accrued.

Table - Present Value of Nonrecoverable Future Financial Assistance and Losses From Financial Assistance

Note 6 -- Accounts Payable and Accrued Expenses

The following table itemizes accounts payable and accrued expenses reported in the Statements of Financial Condition:

Table - Accounts Payable and Accrued Expenses

Note 7 -- Contingencies

There are a number of large single-employer plans that are sponsored by companies whose credit quality is below investment grade and may terminate. In addition, there are some multiemployer plans that may require future financial assistance. The amounts disclosed below represent the Corporation’s best estimates given the inherent uncertainties about these plans.

In accordance with Statement of Financial Accounting Standards No. 5, PBGC classified a number of these companies as reasonably possible terminations as the sponsors’ financial condition and other factors did not indicate that termination of their plans was likely as of year-end. The estimated aggregate unfunded vested benefits exposure to PBGC for the companies’ single-employer plans classified as reasonably possible as of September 30, 2003, ranged from $83 to $85 billion.

The estimated unfunded vested benefits exposure has been calculated as of December 31, 2002. PBGC calculated this estimate as in previous years by using data obtained from filings and submissions with the government and from corporate annual reports for fiscal years ending in calendar 2002. The Corporation adjusted the value reported for liabilities to the December 31, 2002, PBGC select interest rate of 5.00% (the liabilities are not valued at September 30 as the information is not available). When available, data were adjusted to a consistent set of mortality assumptions. The underfunding associated with these sponsors’ plans would generally tend to be greater at September 30, 2003, because of the economic conditions (e.g., lower interest rates and/or low investment returns on plan assets) that existed between December 31, 2002, and September 30, 2003. The Corporation did not adjust the estimate for events that occurred between December 31, 2002, and September 30, 2003.

The following table itemizes the reasonably possible exposure by industry:

Table - Resonably Possible Exposure by Industry

PBGC included amounts in the liability for the present value of nonrecoverable future financial assistance (see Note 5) for multiemployer plans that PBGC estimated may require future financial assistance. In addition, PBGC currently estimates that it is reasonably possible that other multiemployer plans may require future financial assistance in the amount of $63 million.

The Corporation calculated the future financial assistance liability for each multiemployer plan identified as probable or reasonably possible as the present value of guaranteed future benefit and expense payments net of any future contributions or withdrawal liability payments as of the later of September 30, 2003, or the projected (or actual, if known) date of plan insolvency, discounted back to September 30, 2003, using interest only. The Corporation’s identification of plans that are likely to require such assistance and estimation of related amounts required consideration of many complex factors, such as an estimate of future cash flows, future mortality rates, and age of participants not in pay status. These factors are affected by future events, including actions by plans and their sponsors, most of which are beyond the Corporation’s control.

PBGC used select and ultimate interest rate assumptions of 4.40% for the first 20 years after the valuation date and 4.50% thereafter. The Corporation also used the 1994 Group Annuity Mortality Static Table (with margins), set forward two years, projected 18 years to 2012 using Scale AA.

Note 8 -- Commitments

PBGC leases its office facility under a commitment that began on December 11, 1993, and expires December 10, 2008. The lease provides for periodic rate increases based on increases in operating costs and real estate taxes over a base amount. In addition, PBGC is leasing space for field benefit administrators. These leases began in 1996 and expire in 2010. The minimum future lease payments for office facilities having noncancellable terms in excess of one year as of September 30, 2003, are as follows:

Table - Commitments: Future Lease Payments

Lease expenditures were $14.6 million in 2003 and $12.2 million in 2002.

Note 9 -- Premiums

For both the single-employer and multiemployer programs, ERISA provides that PBGC shall continue to guarantee basic benefits despite the failure of a plan administrator to pay premiums when due. PBGC assesses interest and penalties on the unpaid or underpayment of premiums. Interest continues to accrue until the premium and the interest due are paid. The amount of penalty that can be levied is capped at 100 percent of the premium late payment or underpayment. Annual premiums for the single-employer program are $19 per participant for a fully funded plan. Underfunded single-employer plans pay an additional variable-rate charge, based on funding levels. The multiemployer premium is $2.60 per participant.

Note 10 -- Losses from Completed and Probable Terminations

Amounts reported as losses are the present value of future benefits (including amounts owed under Section 4022(c)) less related plan assets and the present value of expected recoveries from sponsors. The following table details the components that make up the losses:

Table - Losses From Completed And Probable Terminations -- Single-employer Program

Note 11 -- Financial Income

The following tables detail the combined financial income by type of investment as well as the investment profile for both the single-employer and multiemployer programs:

Table - Financial Income

Table - Investment Profile

Note 12 -- Employee Benefit Plans

All permanent full-time and part-time PBGC employees are covered by the Civil Service Retirement System (CSRS) or the Federal Employees Retirement System (FERS). Full-time and part-time employees with less than five years service under CSRS and hired after December 31, 1983, are automatically covered by both Social Security and FERS. Employees hired before January 1, 1984, participate in CSRS unless they elected and qualified to transfer to FERS.

The Corporation’s contribution to the CSRS plan for the first three months of 2003 was 7.5 percent and 7.0 percent for the remainder of the year and 8.51 percent for 2002 of base pay for those employees covered by that system. For those employees covered by FERS, the Corporation’s contribution was 10.7 percent of base pay for both 2003 and 2002. In addition, for FERS-covered employees, PBGC automatically contributes 1 percent of base pay to the employee’s Thrift Savings account, matches the first 3 percent contributed by the employee and matches one-half of the next 2 percent contributed by the employee. Total retirement plan expenses amounted to $10 million in 2003 and $8 million in 2002.

These financial statements do not reflect CSRS or FERS assets or accumulated plan benefits applicable to PBGC employees. These amounts are reported by the U.S. Office of Personnel Management (OPM) and are not allocated to the individual employers. OPM accounts for federal health and life insurance programs for those eligible retired PBGC employees who had selected federal government-sponsored plans. PBGC does not offer other supplemental health and life insurance benefits to its employees.

Note 13 -- Cash Flows

The following is a reconciliation between the net income as reported in the Statements of Operations and Changes in Net Position and net cash provided by operating activities as reported in the Statements of Cash Flows.

Table - Reconciliation of Net Income to Net Cash Provided by Operating Activities

Note 14 -- Litigation

Legal challenges to PBGC policies and positions continued in 2003. At the end of the fiscal year, PBGC had 119 active cases in state and federal courts and 633 bankruptcy cases. PBGC records as a liability on its financial statements an estimated cost for unresolved litigation to the extent that losses in such cases are probable and estimable in amount. PBGC estimates that possible losses of up to $47 million could be incurred in the event that PBGC does not prevail in these matters.

Note 15 -- Subsequent Events

Subsequent to September 30, 2003, business and financial conditions significantly deteriorated for some sponsors of large single-employer plans that may terminate. These plans will be added as probables or to the terminated inventory in FY 2004. Had these plan sponsor events occurred prior to FY 2003 year-end, PBGC’s financial statements would have reflected an increase of $48 million in the Net loss and a decrease in the Net position in the same amount.

Subsequent to September 30, 2003, a buyer for a company whose plan is classified as probable entered into an agreement to purchase the company and assume the pension plan. This plan has been removed from probables in FY 2004. Had this occurred prior to FY 2003 year-end, PBGC’s singleemployer financial statements would have reflected a decrease of $125 million in the Net loss and an increase in the Net position of the same amount.

The total effect of all of the afore-mentioned subsequent events would have resulted in a decrease of $77 million in the Net loss and an increase in the Net position of the same amount.

There were no subsequent events to report on the multiemployer program.

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