MBIA INC
10-Q, 1997-08-14
SURETY INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10-Q



         (X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE 
             SECURITIES EXCHANGE ACT OF 1934


                       For the Quarter Ended June 30, 1997


                                       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         I.R.S. Employer Identification No. 06-1185706



                                    MBIA INC.
                            A Connecticut Corporation
                      113 King Street, Armonk, N. Y. 10504
                                 (914) 273-4545



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes __X__ NO _____

As of July 31, 1997 there were  outstanding  44,627,131  shares of Common Stock,
par value $1 per share, of the registrant.


<PAGE>
                                      INDEX


                                                                         PAGE
PART I    FINANCIAL INFORMATION                                          ----

Item 1.   Financial Statements (Unaudited)
             MBIA Inc. and Subsidiaries

          Consolidated Balance Sheets - June 30, 1997
             and December 31, 1996                                        3

          Consolidated Statements of Income - Three months 
             and six months ended June 30, 1997 and 1996                  4

          Consolidated Statement of Changes in Shareholders' Equity
             -  Six months ended June 30, 1997                            5

          Consolidated Statements of Cash Flows
             -  Six months ended June 30, 1997 and 1996                   6

          Notes to Consolidated Financial Statements                      7


Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                          8-20



PART II   OTHER INFORMATION, AS APPLICABLE

Item 6.   Exhibits and Reports on Form 8-K                               21


SIGNATURES                                                               22


                                       (2)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 (Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
                                                                               June 30, 1997        December 31, 1996
                                                                             -----------------     ------------------
                                                                                (Unaudited)              (Audited)
                ASSETS
Investments:
<S>                                                                              <C>                   <C>    
   Fixed-maturity securities held as available-for-sale
    at fair value (amortized cost $4,195,557 and $4,001,562)                     $4,342,607            $4,149,700
   Short-term investments, at amortized cost
    (which approximates fair value)                                                 175,948               176,088
   Other investments                                                                 15,374                14,851                
                                                                              -------------         -------------
                                                                                  4,533,929             4,340,639
   Municipal investment agreement portfolio held as available-for-sale
    at fair value (amortized cost $3,259,330 and $3,263,211)                      3,280,435             3,293,298
                                                                              -------------         -------------
      TOTAL INVESTMENTS                                                           7,814,364             7,633,937

Cash and cash equivalents                                                            34,003                 7,356
Securities borrowed or purchased under agreements to resell                         286,401               217,000
Accrued investment income                                                           107,465               104,725
Deferred acquisition costs                                                          151,750               147,750
Prepaid reinsurance premiums                                                        224,394               216,846
Goodwill (less accumulated amortization of $46,168 and $43,050)                     116,422               105,138
Property and equipment, at cost (less accumulated depreciation
   of $23,741 and $21,642)                                                           56,900                50,923
Receivable for investments sold                                                       3,762                   980
Other assets                                                                        110,861                77,360
                                                                              -------------         -------------
      TOTAL ASSETS                                                               $8,906,322            $8,562,015
                                                                              =============         =============
                LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
   Deferred premium revenue                                                      $1,873,916            $1,785,875
   Loss and loss adjustment expense reserves                                         68,114                59,314
   Municipal investment agreements                                                2,139,901             2,290,609
   Municipal repurchase agreements                                                1,036,178               968,671
   Long-term debt                                                                   374,065               374,010
   Short-term debt                                                                   60,000                29,100
   Securities loaned or sold under agreements to repurchase                         341,301               217,000
   Deferred income taxes                                                            212,221               206,492
   Payable for investments purchased                                                 79,369                52,029
   Other liabilities                                                                 99,166                99,218
                                                                              -------------         -------------
      TOTAL LIABILITIES                                                           6,284,231             6,082,318
                                                                              -------------         -------------
Shareholders' Equity:
   Preferred stock, par value $1 per share; authorized shares--10,000,000;
    issued  and outstanding--none                                                       ---                   ---
   Common stock, par value $1 per share; authorized shares--200,000,000;
    issued shares-- 43,409,919 and 43,294,243                                        43,410                43,294
   Additional paid-in capital                                                       810,770               803,078
   Retained earnings                                                              1,665,991             1,518,994
   Cumulative translation adjustment                                                 (7,545)               (1,042)
   Unrealized appreciation of investments, net of
    deferred income tax provision of $59,535 and $62,706                            110,312               116,424
   Unearned compensation--restricted stock                                             (847)               (1,051)
                                                                              -------------         -------------
      TOTAL SHAREHOLDERS' EQUITY                                                  2,622,091             2,479,697
                                                                              -------------         -------------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                 $8,906,322            $8,562,015
                                                                              =============         =============
</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                      (3)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

                 (Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
                                                       Three months ended                Six months ended
                                                            June 30                            June 30
                                                 ------------------------------    -------------------------------
                                                     1997            1996               1997            1996
                                                 --------------  --------------    ---------------  --------------
<S>                                                   <C>             <C>                <C>             <C>    
Revenues
    Insurance:
      Gross premiums written                          $164,662        $134,001           $256,754        $254,600
      Ceded premiums                                   (22,834)        (11,914)           (28,813)        (26,629)
                                                 --------------  --------------    ---------------  --------------
        Net premiums written                           141,828         122,087            227,941         227,971
      Increase in deferred premium revenue             (68,608)        (60,021)           (83,344)       (105,553)
                                                 --------------  --------------    ---------------  --------------
        Premiums earned (net of ceded
          premiums of $10,940, $9,682,
          $21,265 and $18,902)                          73,220          62,066            144,597         122,418
      Net investment income                             67,445          61,473            133,984         120,571
      Net realized gains                                 2,481           3,895              6,855           6,587
    Investment management services:
      Income                                             6,649           6,631             13,839          12,724
      Net realized gains (losses)                           43             (34)             1,652             934
    Other                                                3,167             994              5,945           1,988
                                                 --------------  --------------    ---------------  --------------
        Total revenues                                 153,005         135,025            306,872         265,222
                                                 --------------  --------------    ---------------  --------------
Expenses
    Insurance:
      Losses and loss adjustment                         4,823           4,288              8,258           7,466
      Policy acquisition costs, net                      6,830           5,990             13,575          11,890
      Operating                                         11,651          11,525             23,789          22,074
    Investment management services                       4,006           3,549              8,043           6,960
    Interest                                             8,754           8,241             17,311          16,378
    Other                                                4,677             602              8,531           1,050
                                                 --------------  --------------    ---------------  --------------
        Total expenses                                  40,741          34,195             79,507          65,818
                                                 --------------  --------------    ---------------  --------------
Income before income taxes                             112,264         100,830            227,365         199,404

Provision for income taxes                              23,244          21,093             47,406          42,042
                                                 --------------  --------------    ---------------  --------------
NET INCOME                                           $  89,020        $ 79,737           $179,959        $157,362
                                                 ==============  ==============    ===============  ==============
NET INCOME PER COMMON SHARE                          $    2.03        $   1.84           $   4.12        $   3.65
                                                 ==============  ==============    ===============  ==============
WEIGHTED AVERAGE NUMBER OF
    COMMON SHARES AND COMMON
    STOCK EQUIVALENTS OUTSTANDING                   43,755,926      43,304,435         43,727,880      43,121,218
                                                 ==============  ==============    ===============  ==============
</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                      (4)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)

                     For the six months ended June 30, 1997

                     (In thousands except per share amounts)
<TABLE>
<CAPTION>
                                                                                                            Unearned
                                      Common Stock     Additional              Cumulative    Unrealized   Compensation-
                                   ----------------     Paid-in     Retained  Translation   Appreciation   Restricted
                                    Shares    Amount     Capital    Earnings   Adjustment  of Investments    Stock
                                   --------  --------  ----------  ---------- -----------  -------------- ------------
<S>                                 <C>       <C>       <C>        <C>            <C>           <C>           <C>
     Balance, January 1, 1997       43,294    $43,294   $803,078   $1,518,994    $(1,042)      $116,424      $(1,051)
 
     Unearned compensation-
      restricted stock                   8          8        782          ---        ---            ---          204

     Exercise of stock options         108        108      6,910          ---        ---            ---          ---

     Net income                        ---        ---        ---      179,959        ---            ---          ---
 
     Change in foreign currency
      translation                      ---        ---        ---          ---     (6,503)           ---          ---

     Change in unrealized
      appreciation of investments
      net of change in deferred
      income taxes of $3,171           ---        ---        ---          ---        ---         (6,112)         ---

     Dividends (declared and paid 
      per common share $0.76)          ---        ---        ---      (32,962)       ---            ---          ---
                                  --------   --------  ---------   ----------   --------      ---------    ---------
     Balance, June 30, 1997         43,410    $43,410   $810,770   $1,665,991    $(7,545)      $110,312      $  (847)
                                  ========   ========  =========   ==========   ========      =========    =========
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       (5)

<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                          Six months ended
                                                                               June 30
                                                                   ------------------------------
                                                                       1997              1996
                                                                   ------------      ------------
<S>                                                                   <C>               <C>   
Cash flows from operating activities:
    Net income                                                        $ 179,959         $ 157,362
    Adjustments to reconcile net income to net cash
      provided by operating activities:
      Increase in accrued investment income                              (2,740)          (11,660)
      Increase in deferred acquisition costs                             (4,000)           (3,188)
      Increase in prepaid reinsurance premiums                           (7,548)           (7,727)
      Increase in deferred premium revenue                               90,892           113,280
      Increase in loss and loss adjustment expense reserves               8,800             7,932
      Depreciation                                                        2,487             2,135
      Amortization of goodwill                                            3,118             2,524
      Amortization of bond discount, net                                 (9,148)           (9,471)
      Net realized gains on sale of investments                          (8,507)           (7,521)
      Deferred income taxes                                               9,054             6,886
      Other, net                                                        (41,922)          (26,962)
                                                                   ------------      ------------
      Total adjustments to net income                                    40,486            66,228
                                                                   ------------      ------------
      Net cash provided by operating activities                         220,445           223,590
                                                                   ------------      ------------
Cash flows from investing activities:
    Purchase of fixed-maturity securities, net
      of payable for investments purchased                             (889,051)         (698,356)
    Sale of fixed-maturity securities, net of
      receivable for investments sold                                   613,369           334,469
    Redemption of fixed-maturity securities, net of
      receivable for investments redeemed                                69,313            75,960
    Sale (purchase) of short-term investments, net                       13,391           (15,264)
    Sale of other investments, net                                          523               401
    Purchases for municipal investment agreement
      portfolio, net of payable for investments purchased              (550,696)         (970,773)
    Sales from municipal investment agreement
      portfolio, net of receivable for investments sold                 595,636           580,883
    Capital expenditures, net of disposals                               (6,412)           (3,180)
    Other, net                                                          (16,458)              ---
                                                                   ------------      ------------
      Net cash used by investing activities                            (170,385)         (695,860)
                                                                   ------------      ------------
Cash flows from financing activities:
    Net proceeds from issuance of common stock                              ---            55,233
    Net proceeds from issuance of short-term debt                        30,900            20,600
    Dividends paid                                                      (32,919)          (29,276)
    Proceeds from issuance of municipal investment
      and repurchase agreements                                         732,821         1,053,077
    Payments for drawdowns of municipal investment
      and repurchase agreements                                        (816,133)         (649,811)
    Securities sold under agreements to repurchase                       54,900               ---
    Exercise of stock options                                             7,018            10,841
                                                                   ------------      ------------
      Net cash (used) provided by financing activities                  (23,413)          460,664
                                                                   ------------      ------------
Net increase (decrease) in cash and cash equivalents                     26,647           (11,606)
Cash and cash equivalents - beginning of period                           7,356            23,258
                                                                   ------------      ------------
Cash and cash equivalents - end of period                             $  34,003         $  11,652
                                                                   ============      ============
SUPPLEMENTAL CASH FLOW DISCLOSURES:
    Income taxes paid                                                 $  40,075         $  33,116
    Interest paid:
      Municipal investment and repurchase agreements                  $  51,455         $  56,785
      Long-term debt                                                     15,913            15,810
      Short-term debt                                                     1,149               323
</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       (6)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                                        
1.   Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with the  instructions  to Form  10-Q and,  accordingly,  do not
include all of the information and  disclosures  required by generally  accepted
accounting  principles.  These statements should be read in conjunction with the
consolidated  financial  statements and notes thereto  included in Form 10-K for
the year ended December 31, 1996 for MBIA Inc. and  Subsidiaries  (the company).
The  accompanying  consolidated  financial  statements  have not been audited by
independent accountants in accordance with generally accepted auditing standards
but  in  the  opinion  of  management  such  financial  statements  include  all
adjustments,  consisting  only of normal  recurring  adjustments,  necessary  to
summarize fairly the company's financial position and results of operations. The
results  of  operations  for the six  months  ended  June  30,  1997  may not be
indicative of the results that may be expected for the year ending  December 31,
1997.  The  December  31, 1996  condensed  balance  sheet data was derived  from
audited financial  statements,  but does not include all disclosures required by
generally accepted accounting principles.  The consolidated financial statements
include  the  accounts of the company  and its wholly  owned  subsidiaries.  All
significant  intercompany  balances have been  eliminated.  Certain amounts have
been reclassified in prior years' financial statements to conform to the current
presentation.

2.   Dividends Declared

Dividends declared by the company during the six months ended June 30, 1997 were
$33.0 million.

3.   Recent Accounting Pronouncement

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards 128 (SFAS 128), "Earnings per Share," effective
for periods  ending after December 15, 1997.  SFAS 128 requires the  calculation
and  presentation  on the face of the income  statement of "basic"  earnings per
share and, if applicable, "diluted" earnings per share. Basic earnings per share
are  calculated  based on the weighted  average  common shares  outstanding.  In
calculating  diluted  earnings  per share,  the number of shares is increased to
include all  potentially  dilutive common shares,  including stock options.  The
adoption  of SFAS 128 is not  expected  to have a  material  effect on  reported
earnings per share.

4.   Subsequent Event

In July 1997,  the company  completed the sale of 1.15 million  shares of common
stock at $114 per share and sold $100  million of 30-year  debentures.  The $225
million of net proceeds will be used to support the company's future growth.

                                      (7)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                            
INTRODUCTION
- ------------
MBIA Inc.  (our  company or MBIA) is the  world's  premier  financial  guarantee
company and a leading provider of investment management products and services.

Through MBIA Insurance Corp. and its subsidiaries  (our insurance  company),  we
provide  financial  guarantees to  municipalities  and other bond  issuers.  Our
primary  business is insuring  municipal bonds issued by  governmental  units to
finance essential public services. We also guarantee structured asset-backed and
mortgage-backed transactions, selected corporate bonds, including investor-owned
utility debt, and obligations of high-quality financial institutions. We provide
these products in both the new issue and secondary markets -- internationally as
well as domestically.

MBIA also  provides  investment  management  products and services to the public
sector.  These  include  cash  management,   municipal  investment   agreements,
discretionary asset management and administrative services. In addition, we have
expanded  the  range of  municipal  services  that we offer to state  and  local
governments.

RESULTS OF OPERATIONS
- ---------------------
SUMMARY
The following chart presents  highlights of our consolidated  financial  results
for the second quarter and first half of 1997 and 1996:
<TABLE>
<CAPTION>
                                                                       Percent Change
                                                                 -------------------------
                                                                 2nd Quarter  Year-to-date
                                                                 -----------  ------------
                                2nd Quarter        June 30           1997          1997
                              ---------------   ---------------       vs.           vs.
                               1997     1996     1997      1996      1996          1996
- ------------------------------------------------------------------------------------------
<S>                           <C>      <C>      <C>       <C>         <C>           <C>
Net income (in millions)      $89.0    $79.7    $180.0    $157.4      12%           14%
  
Per share data:
  Net income                  $2.03    $1.84    $ 4.12    $ 3.65      10%           13%
  Operating earnings          $2.00    $1.79    $ 3.99    $ 3.54      12%           13%
  Core earnings               $1.83    $1.62    $ 3.64    $ 3.22      13%           13%

  Book value                                    $60.40    $52.77                    14%
  Adjusted book value                           $87.69    $77.48                    13%
</TABLE>

                                      (8)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


We believe core  earnings,  which exclude the effects of refundings and calls of
our insured issues,  realized capital gains and losses,  accounting  changes and
other non-recurring items, provide the most indicative measure of our underlying
profit trend.  In 1997,  core  earnings per share  increased by 13% for both the
second  quarter and first six months over the  comparable  periods in 1996.  The
consistent  double-digit  increases in quarterly year-to-year core earnings over
the past 20 quarters  are due  primarily  to growth in  premiums  earned and net
investment  income  generated  by  our  insurance  operations,  as  well  as the
contributions  of operating  earnings from our  investment  management  services
businesses.

Any  difference  between  the  growth  rate of core  earnings  and net income is
related to the net income effects of refunded issues and realized  capital gains
and losses.

Operating  earnings per share,  which  excludes  the impact of realized  capital
gains and  losses,  increased  by 13% for the first six  months  and 12% for the
second quarter, over the comparable periods last year.

Our book  value at the end of the first six months of 1997 was $60.40 per share,
up from  $52.77 for the first half of 1996.  As with core  earnings,  we believe
that a more appropriate  measure of a financial  guarantee  company's  intrinsic
value is its adjusted book value. It is defined as book value plus the after-tax
effects of our net deferred premium revenue (net of deferred  acquisition costs)
plus the present value of unrecorded future installment premiums.  The following
table presents the components of our adjusted book value per share:

                                                      Percent Change
                                June 30,   June 30,   --------------
                                  1997       1996     1997  vs. 1996
- ---------------------------------------------------------------------
Book value                       $60.40     $52.77         14%
After-tax value of:
  Net deferred premium
   revenue, net of deferred
    acquisition costs             22.43      20.81          8%
  Present value of future
    installment premiums*          4.86       3.90         25% 
- ---------------------------------------------------------------------
Adjusted book value              $87.69     $77.48         13%
- ---------------------------------------------------------------------

*  The discount rate used to present value future installment premiums was 9% in
   1997 and 1996.

Our  adjusted  book value per share was $87.69 at June 30,  1997, a 13% increase
from June 30, 1996. The increase was due to our strong operating results, growth
from new business  written,  and, with lower interest rates, the increase in the
fair value of our fixed-income investment portfolios.

                                      (9)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

FINANCIAL GUARANTEE INSURANCE
For the first six months of 1997 total gross premiums written (GPW) increased by
1% to $256.8  million  from  $254.6  million in 1996.  GPW,  as  reported on our
financial statements, reflects cash receipts only and does not include the value
of future premium receipts  expected for  installment-based  insurance  policies
originated  in  the  period.  To  provide   additional   information   regarding
year-to-year changes in new business premium production, we discuss our adjusted
gross  premiums  (AGP),  which  include  our  upfront  premiums  as  well as the
estimated  present value of current and future  premiums from  installment-based
insurance  policies issued in the period.  MBIA's premium production in terms of
GPW and AGP for the second quarters and first half of 1997 and 1996 is presented
in the following table:

<TABLE>
<CAPTION>
                                                                         Percent Change
                                                                  ------------------------- 
                                                                  2nd Quarter  Year-to-date
                                                                  -----------  ------------
                                2nd Quarter       Year-to-date       1997          1997
                              ----------------  ----------------      vs.           vs.
In millions                   1997      1996     1997      1996      1996          1996
- ------------------------------------------------------------------------------------------- 
<S>                         <C>       <C>      <C>       <C>         <C>            <C>
Premiums written: 
 GPW                        $164.7    $134.0   $256.8    $254.6      23%            1%
 AGP                        $185.7    $155.0   $291.1    $284.7      20%            2%
</TABLE>


We estimate the present value of our total future installment  premium stream on
outstanding  policies to be $324.6 million at second quarter-end 1997,  compared
with $258.0 million at second quarter-end 1996.

MUNICIPAL MARKET  New issuance in the municipal market was $49.3 billion for the
second quarter of 1997, up 13% from $43.6 billion in the second quarter of 1996.
The insured portion of this market rose to 57% from 54% in the second quarter of
1996.  With a 50% market share,  we continued  our market  leadership in the new
issue insured  municipal market. In the second quarter of this year we set a new
record in our history in terms of gross premiums written.

Municipal  market  domestic new issuance  information and MBIA's par and premium
writings in both the new issue and secondary  domestic municipal finance markets
are shown in the following table:

                                      (10)

<PAGE>

                           MBIA INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
                                                                         Percent Change
                                                                  -------------------------
                                                                  2nd Quarter  Year-to-date
                                                                  -----------  ------------
                                2nd Quarter        Year-to-date       1997          1997
                              ----------------   ----------------      vs.           vs.
Domestic Municipal             1997      1996      1997      1996     1996          1996
- -------------------------------------------------------------------------------------------
<S>                          <C>       <C>       <C>       <C>         <C>           <C>
Total new issue market:*
 Par value (in billions)     $ 49.3    $ 43.6    $ 84.4    $ 80.7      13%           5%
 Insured penetration            57%       54%       57%       53%
 MBIA market share              50%       39%       47%       41%

MBIA insured:
 Par value: (in billions)    $ 14.4    $ 11.3    $ 23.0    $ 20.4      28%          13%
 Premiums: (in millions)
  GPW                        $138.1    $119.0    $213.6    $205.6      16%           4%
  AGP                        $143.5    $117.1    $217.5    $201.8      22%           8%
- -------------------------------------------------------------------------------------------
</TABLE>

  *  Market data are reported on a sale date basis while MBIA's insured data are
     based  on  closing  date  information.  Typically,  there  can be a one- to
     four-week delay between the sale date and closing date of an insured issue.


STRUCTURED FINANCE MARKET The par value issuance in the asset-backed  securities
market (excluding private placements and mortgage-backed  securities,  for which
market data are unavailable) decreased 9% in the first six months and 14% in the
second  quarter of 1997.  The decrease is attributed to lower issuance of credit
card-backed securities; a market, however, in which MBIA is not a player.

For the first six months, MBIA insured $8.7 billion of par value of asset-backed
securities (including mortgage-backed  securities) compared with $8.4 billion in
the  comparable  period  last  year.  Gross  premiums  written  for the  quarter
increased  by 55% to $13.1  million  from $8.5  million for the same period last
year. On a year-to-date  basis,  gross premiums written were down 10%, primarily
due to the benefit of a $12.1 million  premium from a  non-recurring  structured
finance  reinsurance  transaction  in the first  quarter of last  year.  For the
second  quarter,  MBIA  saw a  decline  in its AGP and par  amount  written,  as
senior/sub structures have made inroads into the insured penetration in the home
equity loan sector. Details regarding the asset-backed market and MBIA's par and
premium writings in both the domestic new issue and secondary structured finance
markets (which includes mortgaged-backed as well as asset-backed securities) are
shown in the following table:

                                      (11)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
                                                                          Percent Change
                                                                  ------------------------- 
                                                                  2nd Quarter  Year-to-date
                                                                  -----------  ------------
                                2nd Quarter        Year-to-date       1997          1997
Domestic                      ----------------   ----------------      vs.           vs.
Structured Finance             1997      1996      1997      1996     1996          1996
- -------------------------------------------------------------------------------------------
<S>                           <C>       <C>       <C>       <C>      <C>            <C>
Total asset-backed
  market:*
 Par value (in billions)      $34.8     $40.6     $69.3     $76.0    (14%)          (9%)

MBIA insured:
 Par value: (in billions)     $ 3.5     $ 4.7     $ 8.7     $ 8.4    (26%)           4%
 Premiums: (in millions)
  GPW                         $13.1     $ 8.5     $25.0     $27.8     55%          (10%)
  AGP                         $20.0     $24.2     $46.2     $52.5    (17%)         (12%)
- -------------------------------------------------------------------------------------------
</TABLE>

*  Market data exclude mortgage-backed securities and private placements.

INTERNATIONAL  MARKET  In late  1995,  we  formed  a joint  venture  with  AMBAC
Indemnity  Corporation  (another  leading  Triple-A  rated  financial  guarantee
insurer)  to  market  financial   guarantee  insurance   internationally.   This
initiative  has  contributed  to a  substantial  expansion of our  international
business. For the first six months, par value increased by 20%. AGP increased by
9% while GPW decreased by 29%  reflecting a growing  proportion  of  installment
based policies written in the international market. Our international  municipal
and structured  finance  business volume in the new issue and secondary  markets
for the first six months and second  quarters of 1997 and 1996 is illustrated in
the following table:
<TABLE>
<CAPTION>
                                                                        Percent Change
                                                                  ------------------------- 
                                                                  2nd Quarter  Year-to-date
                                                                  -----------  ------------
                                2nd Quarter        Year-to-date       1997          1997
                              ----------------   ----------------      vs.           vs.
International                  1997      1996      1997      1996     1996          1996
- ------------------------------------------------------------------------------------------- 
<S>                           <C>       <C>       <C>       <C>       <C>            <C>
Par value (in billions)       $ 1.3     $ 0.4     $ 1.3     $ 1.1     237%           20%
Premiums: (in millions)
  GPW                         $ 9.4     $ 2.8     $ 9.9     $13.8     227%          (29%)
  AGP                         $17.6     $ 5.4     $17.8     $16.4     224%            9%
</TABLE>
CEDED PREMIUMS  Reinsurance  allows an insurance company to transfer portions of
its insured  business to a  reinsurance  company.  In  exchange  for  insuring a
portion of our risk,  the  reinsurance  company  receives a part of our  premium
(ceded  premium)  for  which we, in turn,  receive a ceding  commission.  We use
reinsurance  to increase our capacity to write new business  when we are subject
to certain single risk limitations and to manage the overall risk profile of our
insurance portfolio.

                                      (12)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Premiums ceded to reinsurers  from all insurance  operations  were $28.8 million
and  $22.8  million  in the  first  six  months  and  second  quarter  of  1997,
respectively.  For the first six months,  cessions as a function of GPW were 11%
in 1997  and 10% in 1996.  Any  variance  in the  level  of  cessions  generally
reflects the higher or lower  utilization of treaty or  facultative  reinsurance
required to comply with regulatory constraints or our own single risk limits.

Most of our  reinsurers  are  rated  Double-A  or higher  by  Standard  & Poor's
Corporation  or Single-A or higher by A. M. Best Co.  Although we remain  liable
for all reinsured risks, we believe we will recover the reinsured portion of any
losses that may occur.

REVENUES Our insurance  revenues are primarily  comprised of premiums earned and
investment income. Premiums are recognized over the life of the bonds we insure.
The slow premium  recognition  coupled with compounding  investment  income from
investing  our  premiums  and capital  form a solid  foundation  for  consistent
revenue growth.

PREMIUMS EARNED  For  approximately  80% of our insurance  writings,  we receive
premiums  upfront  and earn  them pro rata  over the  period of risk of the bond
issue.  Accordingly,  the portion of net  premiums  earned on each policy in any
given year  represents a relatively  small  percentage  of the total net upfront
premium received.  The balance represents  deferred premium revenue to be earned
over the remaining life of the insured bond issue.

For 20% of our business writings - primarily our structured  finance business --
we collect  installment  premiums.  Installment  premiums  are  credited  to the
deferred  premium revenue  account when received,  and are recognized as revenue
over each installment period - generally one year or less.

When an  MBIA-insured  bond  issue is  refunded  or  retired  early the  related
deferred premium revenue is earned immediately,  except for any portion that may
be applied as a credit towards  insuring the refunding bond issue. The amount of
bond  refundings  and  calls is  influenced  by a  variety  of  factors  such as
prevailing  interest  rates,  the coupon  rates of the bond issue,  the issuer's
desire or ability to modify bond covenants and applicable  regulations under the
Internal Revenue Code. The composition of MBIA's premiums earned in terms of its
scheduled and refunded components is illustrated in the following table:

                                      (13)

<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
                                                                        Percent Change
                                                                  ------------------------- 
                                                                  2nd Quarter  Year-to-date
                                                                  -----------  ------------
                                2nd Quarter       Year-to-date       1997          1997
                              ----------------  ----------------      vs.           vs.
In millions                   1997      1996     1997      1996      1996          1996
- -------------------------------------------------------------------------------------------
<S>                          <C>       <C>     <C>       <C>         <C>            <C>    
Premiums earned:
 Scheduled                   $60.9     $50.1   $118.8    $ 98.9      22%            20%
 Refunded                     12.3      12.0     25.8      23.5       2%            10%
- -------------------------------------------------------------------------------------------
Total                        $73.2     $62.1   $144.6    $122.4      18%            18%
</TABLE>

The  year-to-year  increase  in  premiums  earned  from  scheduled  amortization
reflects the additive  effect of new business  written,  including the expanding
installment  premium  activity  from the  structured  finance and  international
sectors.

INVESTMENT INCOME Our insurance related investment income (exclusive of realized
capital  gains)  increased  by 11% to $134.0  million in the first six months of
1997 from $120.6  million in 1996. For the quarter,  net  investment  income was
$67.4 million, a 10% increase over the same period last year. The increases were
primarily  due to the growth of cash flow  available  for  investment.  Our cash
flows were generated from operations,  the compounding of previously  earned and
reinvested investment income and the addition of funds from financing activities
in  February,  1996.  Insurance  related net  realized  capital  gains were $6.9
million in the first six months of 1997 and $6.6 million in 1996. These realized
gains  were  generated  as a result  of  ongoing  management  of the  investment
portfolio.

LOSSES AND LOSS  ADJUSTMENT  EXPENSES (LAE)  We maintain a general  loss reserve
based on our estimate of unidentified  losses from our insured  obligations.  To
the extent that we identify specific insured issues as currently or likely to be
in  default,  the  present  value  of our  expected  payments,  net of  expected
reinsurance  and  collateral  recoveries,  is  allocated  within  the total loss
reserve as case-specific reserves.

We  periodically  evaluate our  estimates  for losses and LAE and any  resulting
adjustments  are  reflected in current  earnings.  We believe that our reserving
methodology  and the  resulting  reserves are adequate to cover the ultimate net
cost of claims.  However,  the reserves are necessarily based on estimates,  and
there can be no  assurance  that any  ultimate  liability  will not exceed  such
estimates.

                                      (14)

<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

The following table shows the  case-specific  and unallocated  components of our
total loss and LAE reserves at the first half of 1997 and 1996:

                                            Percent Change
                      June 30,  June 30,    --------------
In millions             1997      1996      1997  vs. 1996
- ----------------------------------------------------------
Reserves:
 Case-specific         $20.2     $15.7           29%
 Unallocated            47.9      34.7           38%
- ----------------------------------------------------------
Total                  $68.1     $50.4           35%

Provision              $ 8.3     $ 7.5           11%

Our provision for losses and LAE increased in tandem with new business  writings
in  accordance  with  our  loss  reserving  methodology.   The  changes  in  the
case-specific  reserve had no impact on our net income since they were offset by
corresponding changes in the unallocated portion of the total reserve.

OPERATING  EXPENSES  Those  expenses  related to the production of our insurance
business (policy  acquisition costs) are deferred and recognized over the period
in which the related  premiums  are earned.  Our  company's  policy  acquisition
costs,  general operating expenses and total operating expenses are shown in the
following table:

<TABLE>
<CAPTION>
                                                                        Percent Change
                                                                  -------------------------
                                                                  2nd Quarter  Year-to-date
                                                                  -----------  ------------
                               2nd Quarter       Year-to-date        1997          1997
                             ----------------  ----------------       vs.           vs.
In millions                   1997      1996     1997      1996      1996          1996
- -------------------------------------------------------------------------------------------
<S>                          <C>       <C>      <C>       <C>        <C>           <C>
Policy acquisition
  costs, net                 $ 6.8     $ 6.0    $13.6     $11.9      14%           14%
Operating                     11.7      11.5     23.8      22.1       1%            8%
- -------------------------------------------------------------------------------------------
Total insurance
  operating expenses         $18.5     $17.5    $37.4     $34.0       6%           10%
</TABLE>

For first six months and second quarter of 1997, policy acquisition costs net of
deferrals  increased 14%. The ratio of policy acquisition costs net of deferrals
to earned  premiums  has  remained  relatively  constant in the 9% range for the
first six  months  and  second  quarters  of 1997 and 1996.  Operating  expenses
increased by 8% for the first six months and 1% for the second  quarter over the
prior year's comparable periods.

INVESTMENT MANAGEMENT SERVICES
Our investment  management  businesses  have expanded the services we provide to
the public sector and added new revenue sources. Average assets under management
for these businesses have increased from $6.0 billion during second quarter 1996
to $7.7 billion during second  quarter 1997.

                                      (15)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


These assets include our municipal  investment  agreements,  pooled public funds
and  third-party  accounts.  The 28%  increase  in average  assets in the second
quarter of 1997 is primarily  attributable  to our acquisition of American Money
Management  Associates,  Inc.  (AMMA) in late  1996.  The 14%  decline in pretax
operating  results  compared  with the same  period last year is due to revenues
remaining flat resulting from a shift among an increasingly diverse mix of asset
types.  Pretax financial  results for the second quarters and first half of 1997
and 1996 are summarized on the following table:
<TABLE>
<CAPTION>
                                                                        Percent Change
                                                                  -------------------------
                                                                  2nd Quarter  Year-to-date
                                                                  -----------  ------------
                                2nd Quarter       Year-to-date       1997          1997
                              ----------------  ----------------      vs.           vs.
In millions                    1997      1996     1997      1996     1996          1996
- -------------------------------------------------------------------------------------------
<S>                            <C>       <C>     <C>       <C>       <C>            <C>
Revenues                       $6.6      $6.6    $13.8     $12.7     ---             9%
Expenses                       $4.0      $3.5    $ 8.0     $ 6.9     13%            16%
- -------------------------------------------------------------------------------------------
Pretax operating
  income                       $2.6      $3.1    $ 5.8     $ 5.8    (14%)           ---

Net realized gains             $---      $---    $ 1.7     $ 0.9     ---            77%
</TABLE>

The following  provides a summary of each of our primary  investment  management
businesses:

MBIA  MUNICIPAL   INVESTORS  SERVICE  CORPORATION   (MBIA-MISC)   provides  cash
management  services and fixed-rate  investment  placement  services directly to
local  governments  and  school  districts.  In  addition,   MBIA-MISC  performs
investment fund administration services for clients, which provide an additional
source of revenue to our company at little added cost.  In late 1996,  MBIA-MISC
acquired AMMA,  which provides  investment  and treasury  management  consulting
services for municipal and quasi-public sector clients.  Both MBIA-MISC and AMMA
are Securities and Exchange Commission (SEC) -- registered investment advisers.

At second  quarter-end  1997,  MBIA-MISC had $3.8 billion of client assets under
management  compared with $2.8 billion at second  quarter-end  1996,  reflecting
primarily the addition of assets under  management  from the acquisition of AMMA
in late 1996.

MBIA INVESTMENT MANAGEMENT CORP. (IMC) provides guaranteed investment agreements
for bond  proceeds of states and  municipalities.  At second  quarter-end  1997,
principal and accrued  interest  outstanding  on investment  agreements was $3.2
billion  compared  with $3.0 billion at second  quarter-end  1996.  At amortized
cost, the assets  supporting  IMC's investment  agreement  liabilities were $3.3
billion and $3.1 billion at June 30, 1997 and 1996,  respectively.  These assets
are comprised of  high-quality  securities with an average credit quality rating
of Double-A.
                                      (16)
<PAGE>

                           MBIA INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


IMC, from time to time, uses derivative financial instruments to manage interest
rate  risk.  We  have  established   policies  limiting  the  amount,  type  and
concentration of such instruments. By matter of policy, derivative positions can
only be used to hedge  interest rate exposures and not for  speculative  trading
purposes.  At second  quarter-end  1997,  our exposure to  derivative  financial
instruments was not significant.

MBIA CAPITAL MANAGEMENT CORP. (CMC) provides investment  management services for
IMC's investment agreements,  MBIA-MISC's municipal cash management programs and
MBIA's  insurance  related  portfolios,  as well as  third-party  accounts.  CMC
assumed full management for MBIA's  insurance  related  fixed-income  investment
portfolio in 1996, which was previously managed externally.

MUNICIPAL SERVICES
MBIA MUNICIPAL SERVICES COMPANY (formerly know as Strategic Services,  Inc.) was
established in 1996 to provide tax  administration and related services to state
and local governments.  In May 1996, MBIA Municipal Services Company acquired an
equity  interest in Capital  Asset  Holdings  (Capital  Asset),  a purchaser and
servicer of delinquent tax  certificates.  It also provides a series of services
to  assist  taxing  authorities  in the  preparation,  analysis,  packaging  and
completion of delinquent  tax  obligation  sales.  At second  quarter-end  1997,
Capital Asset had a tax lien portfolio of $626 million.

In January 1997,  MBIA  Municipal  Services  Company  acquired a 95% interest in
Municipal Tax Bureau (MTB), a provider of tax revenue  compliance and collection
services to public sector entities.

INTEREST EXPENSE
Interest  expense in the first six months and second  quarter of 1997, was $17.3
million and $8.8  million,  respectively  compared  with $16.4  million and $8.2
million in the same  periods last year.  The increase in interest  expense was a
result of short-term  bank  borrowings in 1997 under existing lines of credit in
conjunction with short-term liquidity needs.

TAXES
Our  tax  policy  is  to  optimize  our  after-tax  income  by  maintaining  the
appropriate  mix of taxable and tax-exempt  investments.  Our effective tax rate
has remained unchanged, at 21% for the first six months of 1997 and 1996.


                                      (17)

<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


CAPITAL RESOURCES
- -----------------
We carefully manage our capital resources to optimize our cost of capital, while
maintaining   appropriate   claims-paying  resources  to  sustain  our  Triple-A
claims-paying  ratings. At the end of the second quarter,  our total capital was
$2.6  billion  with total  long-term  borrowings  at $374  million.  We use debt
financing to lower our overall cost of capital, thereby increasing our return on
shareholders' equity. We maintain debt at levels we consider to be prudent based
on our cash flow and total capital. The following table shows our long-term debt
and ratios we use to measure it:


                                    June 30,   December 31,
                                      1997         1996
- -----------------------------------------------------------
Long-term debt (in millions)          $374         $374
Long-term debt to total capital         12%          13%
Ratio of earnings to fixed charges      14.1x        13.2x

In addition,  our insurance company has a $725 million  irrevocable standby line
of credit with a group of major worldwide banks to provide funds for the payment
of claims in the event that severe losses  should occur.  The agreement is for a
seven-year term which expires on September 30, 2003 and,  subject to approval by
the banks,  may be renewed annually to extend the term to seven years beyond the
renewal date.

From time to time MBIA accesses the capital markets to support the growth of our
businesses.  In  October  1996,  to provide  us with  flexibility  to access the
capital  markets when market and business  conditions are favorable,  we filed a
registration  statement with the SEC to allow us to offer and sell a combination
of up to $250 million of debt  securities,  common stock and/or preferred stock.
In July 1997,  MBIA completed the sale of 1.15 million shares of common stock at
$114 per share and sold $100 million of 30-year debentures.  The $225 million of
net proceeds will be used to support the company's future growth.

As of June 30, 1997,  total  claims-paying  resources for our insurance  company
stood at $5.6 billion, a 14% increase over June 30, 1996.


LIQUIDITY
- ---------
Cash flow needs at the parent  company  level are primarily for dividends to our
shareholders  and  interest  payments  on  our  debt.  These  requirements  have
historically  been met by  upstreaming  dividend  payments  from  our  insurance
company  which  generates  substantial  cash  flow  from  premium  writings  and
investment  income.  In the  first  half of 1997,  operating  cash flow from our
insurance company was $209 million.

Under New York state insurance law, without prior approval of the superintendent
of the state insurance  department,  financial guarantee insurance companies can
pay  dividends  from  earned  surplus  subject to  retaining  a minimum  capital
requirement.  In our case,  dividends in any 12-month  period  cannot be greater
than  10% of  policyholders'  surplus.  In the  first  six  months  of 1997  our
insurance  company paid no dividends and at June 30, 1997 had dividend  capacity
of $127 million without special regulatory approval.

                                      (18)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Our company has significant  liquidity supporting its businesses.  At the end of
the second quarter,  cash  equivalents and short-term  investments  totaled $210
million. Should significant cash flow reductions occur in any of our businesses,
for any  combination of reasons,  we have  additional  alternatives  for meeting
ongoing cash requirements. They include, among other things, selling or pledging
our  fixed-income  investments from our investment  portfolio,  tapping existing
liquidity facilities and new borrowings.

Our  company has  substantial  external  borrowing  capacity.  We  maintain  two
short-term bank lines totaling $300 million with a group of worldwide  banks. At
second  quarter-end  1997, $60 million was outstanding under these facilities to
fund interim cash requirements.

Our  investment  portfolio  provides  a high  degree  of  liquidity  since it is
comprised  of  readily  marketable  high-quality   fixed-income  securities  and
short-term investments. At the end of the second quarter 1997, the fair value of
our consolidated investment portfolio increased to $7.8 billion, as shown below:

                                                            Percent Change
                                  June 30,   December 31,   -------------- 
In millions                         1997        1996        1997 vs. 1996
- --------------------------------------------------------------------------
Insurance operations:
  Amortized cost                  $4,387      $4,193             5%
  Unrealized gain                    147         148            (1%)
- ---------------------------------------------------------------------------
Fair value                        $4,534      $4,341             4%
- ---------------------------------------------------------------------------
Municipal investment
  agreements:
  Amortized cost                  $3,259      $3,263           ---
  Unrealized gain                     21          30           (30%)
- ---------------------------------------------------------------------------
Fair value                        $3,280      $3,293           ---
- ---------------------------------------------------------------------------
Total portfolio at fair value     $7,814      $7,634             2%

The  increase in the fair value of our  insurance  related  investments  for the
period was a result of the increase in the amortized cost of our invested assets
due to positive cash flows partially  offset by a nominal decrease in unrealized
gains.  The fair  value  of  investments  related  to our  municipal  investment
agreement  business  declined  slightly  to $3.28  billion at June 30, 1997 from
$3.29  billion at  December  31,  1996,  due  primarily  to the impact of higher
interest rates.

                                      (19)

<PAGE>

                           MBIA INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Our  investment  portfolios  are  considered  to be  available-for-sale  and the
differences  between  their fair value and  amortized  cost,  net of  applicable
taxes,  are  reflected as an  adjustment to  shareholders'  equity.  Differences
between fair value and amortized cost arise  primarily as a result of changes in
interest rates  occurring after a fixed-income  security is purchased,  although
other factors influence fair value, including credit-related actions, supply and
demand forces and other market factors. The  weighted-average  credit quality of
our fixed-income  portfolios has been maintained at Double-A since our inception
in 1986,  and  since we  generally  intend to hold  most of our  investments  to
maturity as part of our risk-management  strategy,  we expect to realize a value
substantially equal to amortized cost.

                                      (20)

<PAGE>



PART  II  -  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits

         11.   Computation of Earnings Per Share Assuming Full Dilution

         27.   Financial Data Schedule

         99.   Additional Exhibits - MBIA Insurance Corporation and
               Subsidiaries Consolidated Financial Statements

     (b) Reports on Form 8-K - No reports on Form 8-K were filed in this
         quarter.












                                      (21)

<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                                        MBIA  INC.
                                           -----------------------------   
                                                       Registrant



Date:     August 14, 1997                      /s/  JULLIETTE S. TEHRANI
      ------------------------             -----------------------------
                                               Julliette S. Tehrani
                                               Executive Vice President,
                                               Chief Financial Officer
                                               and Treasurer



Date:     August 14, 1997                    /s/ ELIZABETH B. SULLIVAN
      -----------------------              ----------------------------
                                              Elizabeth B. Sullivan
                                              Vice President,
                                              Controller
                                              (Principal Accounting Officer)





                                      (22)

                                                                      EXHIBIT 11


                           MBIA INC. AND SUBSIDIARIES


            COMPUTATION OF EARNINGS PER SHARE ASSUMING FULL DILUTION

                     (In thousands except per share amounts)
<TABLE>
<CAPTION>

                                             THREE MONTHS ENDED             SIX MONTHS ENDED
                                                   JUNE 30                       JUNE 30
                                       ---------------------------    ---------------------------
                                            1997           1996            1997           1996
                                       ------------   ------------    ------------   ------------
<S>                                        <C>            <C>             <C>            <C>   
Net income                                 $ 89,020       $ 79,737        $179,959       $157,362
                                       ============   ============    ============   ============

Fully diluted shares:

   Average number of common
       shares outstanding                    43,361         42,901          43,336         42,695

   Assumed exercise of dilutive
       stock options                            433            439             442            456
                                       ------------   ------------    ------------   ------------
                                             43,794         43,340          43,778         43,151
                                       ============   ============    ============   ============

Earnings per share assuming
   full dilution                              $2.03          $1.84           $4.11          $3.65
                                       ============   ============    ============   ============
</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                           7
<CIK>                                          0000814585
<NAME>                                         MBIA Inc.
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   JUN-30-1997
<DEBT-HELD-FOR-SALE>                           4,342,607
<DEBT-CARRYING-VALUE>                          0
<DEBT-MARKET-VALUE>                            0
<EQUITIES>                                     0
<MORTGAGE>                                     0
<REAL-ESTATE>                                  0
<TOTAL-INVEST>                                 7,814,364
<CASH>                                         34,003
<RECOVER-REINSURE>                             0
<DEFERRED-ACQUISITION>                         151,750
<TOTAL-ASSETS>                                 8,906,322
<POLICY-LOSSES>                                68,114
<UNEARNED-PREMIUMS>                            1,873,916
<POLICY-OTHER>                                 0
<POLICY-HOLDER-FUNDS>                          0
<NOTES-PAYABLE>                                434,065
<COMMON>                                       43,410
                          0
                                    0
<OTHER-SE>                                     2,578,681
<TOTAL-LIABILITY-AND-EQUITY>                   8,906,322
                                     144,597
<INVESTMENT-INCOME>                            133,984
<INVESTMENT-GAINS>                             6,855
<OTHER-INCOME>                                 21,436
<BENEFITS>                                     8,258
<UNDERWRITING-AMORTIZATION>                    13,575
<UNDERWRITING-OTHER>                           23,789
<INCOME-PRETAX>                                227,365
<INCOME-TAX>                                   47,406
<INCOME-CONTINUING>                            179,959
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   179,959
<EPS-PRIMARY>                                  4.12
<EPS-DILUTED>                                  4.11
<RESERVE-OPEN>                                 0
<PROVISION-CURRENT>                            0
<PROVISION-PRIOR>                              0
<PAYMENTS-CURRENT>                             0
<PAYMENTS-PRIOR>                               0
<RESERVE-CLOSE>                                0
<CUMULATIVE-DEFICIENCY>                        0

        


</TABLE>


                           MBIA INSURANCE CORPORATION
                                AND SUBSIDIARIES







                        CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF JUNE 30, 1997 AND DECEMBER 31, 1996

                AND FOR THE PERIODS ENDED JUNE 30, 1997 AND 1996



<PAGE>


                           MBIA INSURANCE CORPORATION
                                AND SUBSIDIARIES



                                    I N D E X
                                    ---------


                                                                   PAGE
                                                                   ----
Consolidated Balance Sheets -
    June 30, 1997 (Unaudited) and December 31, 1996 (Audited)        3

Consolidated Statements of Income -
    Three months and six months ended June 30, 1997
      and 1996 (Unaudited)                                           4

Consolidated Statement of Changes in Shareholder's Equity -
    Six months ended June 30, 1997 (Unaudited)                       5

Consolidated  Statements  of Cash Flows -
    Six months  ended June 30, 1997 and 1996(Unaudited)              6

Notes to Consolidated Financial Statements (Unaudited)               7


                                      -2-

<PAGE>

                   MBIA INSURANCE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 (Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
                                                                    June 30, 1997    December 31, 1996
                                                                    -------------    -----------------
                                                                     (Unaudited)         (Audited)
                    ASSETS
<S>                                                                    <C>                  <C>
Investments:
   Fixed-maturity securities held as available-for-sale
      at fair value (amortized cost $4,195,557 and $4,001,562)         $4,342,607           $4,149,700
   Short-term investments, at amortized cost
      (which approximates fair value)                                     168,148              169,889
   Other investments                                                       15,374               14,851
                                                                     ------------         ------------
        TOTAL INVESTMENTS                                               4,526,129            4,334,440
Cash and cash equivalents                                                  15,265                3,288
Securities purchased under agreements to resell                           159,520              108,900
Accrued investment income                                                  70,084               65,194
Deferred acquisition costs                                                151,750              147,750
Prepaid reinsurance premiums                                              224,394              216,846
Goodwill (less accumulated amortization
   of $44,707 and $42,262)                                                 98,273              100,718
Property and equipment, at cost (less accumulated
   depreciation of $16,177 and $14,782)                                    51,052               47,176
Receivable for investments sold                                             2,012                  975
Other assets                                                              109,036               40,871
                                                                     ------------         ------------
        TOTAL ASSETS                                                   $5,407,515           $5,066,158
                                                                     ============         ============
               LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
   Deferred premium revenue                                            $1,873,916           $1,785,875
   Loss and loss adjustment expense reserves                               68,114               59,314
   Securities sold under agreements to repurchase                         159,520              108,900
   Deferred income taxes                                                  204,577              195,704
   Payable for investments purchased                                       39,858               48,811
   Other liabilities                                                       65,500               63,683
                                                                     ------------         ------------
        TOTAL LIABILITIES                                               2,411,485            2,262,287
                                                                     ------------         ------------
Shareholder's Equity:
   Common stock, par value $150 per share; authorized,
      issued and outstanding - 100,000 shares                              15,000               15,000
   Additional paid-in capital                                           1,050,034            1,041,876
   Retained earnings                                                    1,842,091            1,651,315
   Cumulative translation adjustment                                       (7,689)              (1,188)
   Unrealized appreciation of investments,
      net of deferred income tax provision
      of $52,149 and $52,175                                               96,594               96,868
                                                                     ------------         ------------
        TOTAL SHAREHOLDER'S EQUITY                                      2,996,030            2,803,871
                                                                     ------------         ------------
        TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                     $5,407,515           $5,066,158
                                                                     ============         ============
</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                      (3)
<PAGE>

                   MBIA INSURANCE CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                   Three months ended               Six months ended
                                                         June 30                         June 30
                                             ----------------------------    ----------------------------
                                                  1997            1996            1997            1996
                                             ------------    ------------    ------------    ------------
<S>                                             <C>             <C>             <C>             <C>    
Revenues:
    Gross premiums written                      $165,158        $134,443        $257,744        $255,454
    Ceded premiums                               (22,834)        (11,914)        (28,813)        (26,629)
                                             ------------    ------------    ------------    ------------
        Net premiums written                     142,324         122,529         228,931         228,825
    Increase in deferred premium revenue         (68,608)        (60,021)        (83,344)       (105,553)
                                             ------------    ------------    ------------    ------------
        Premiums earned (net of ceded
            premiums of $10,940, $9,682
            $21,265 and $18,902)                  73,716          62,508         145,587         123,272
    Net investment income                         67,441          61,401         133,918         120,404
    Net realized gains                             2,481           3,895           6,855           6,587
    Other                                            369             354             693           1,323
                                             ------------    ------------    ------------    ------------
        Total revenues                           144,007         128,158         287,053         251,586
                                             ------------    ------------    ------------    ------------
Expenses:
    Losses and loss adjustment                     4,823           4,288           8,258           7,466
    Policy acquisition costs, net                  6,830           5,990          13,575          11,890
    Operating                                     11,670          11,525          23,829          22,074
                                             ------------    ------------    ------------    ------------
        Total expenses                            23,323          21,803          45,662          41,430
                                             ------------    ------------    ------------    ------------
Income before income taxes                       120,684         106,355         241,391         210,156

Provision for income taxes                        25,235          22,786          50,615          45,285
                                             ------------    ------------    ------------    ------------
Net income                                      $ 95,449        $ 83,569        $190,776        $164,871
                                             ============    ============    ============    ============
</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                      (4)
<PAGE>

                   MBIA INSURANCE CORPORATION AND SUBSIDIARIES
      CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (Unaudited)


                     For the six months ended June 30, 1997

                 (Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
                                                        
                                      Common Stock         Additional                 Cumulative     Unrealized    
                                  ---------------------     Paid-in       Retained    Translation   Appreciation
                                   Shares       Amount      Capital       Earnings    Adjustment   of Investments
                                  --------     --------  ------------  ------------  ------------  --------------
<S>                                <C>          <C>        <C>           <C>              <C>             <C>
Balance, January 1, 1997           100,000      $15,000    $1,041,876    $1,651,315       ($1,188)        $96,868

Net income                             ---          ---           ---       190,776           ---             ---

Change in foreign
    currency translation               ---          ---           ---           ---        (6,501)            ---

Change in unrealized
    appreciation of investments
    net of change in deferred
    income taxes of $26                ---          ---           ---           ---           ---            (274)

Tax reduction related to tax
    sharing agreement
    with MBIA Inc.                     ---          ---         8,158           ---           ---             ---
                               -----------  -----------  ------------  ------------  ------------  --------------
Balance, June 30, 1997             100,000      $15,000    $1,050,034    $1,842,091       ($7,689)        $96,594
                               ===========  ===========  ============  ============  ============  ==============
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                      (5)
<PAGE>
                   MBIA INSURANCE CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                           Six months ended
                                                                               June 30
                                                                     ----------------------------
                                                                         1997             1996
                                                                     ------------    ------------
<S>                                                                      <C>             <C>    
Cash flows from operating activities:
     Net income                                                          $190,776        $164,871
     Adjustments to reconcile net income to net
        cash provided by operating activities:
        Increase in accrued investment income                              (4,890)         (4,247)
        Increase in deferred acquisition costs                             (4,000)         (3,188)
        Increase in prepaid reinsurance premiums                           (7,548)         (7,727)
        Increase in deferred premium revenue                               90,892         113,280
        Increase in loss and loss adjustment expense reserves               8,800           7,932
        Depreciation                                                        1,821           1,442
        Amortization of goodwill                                            2,445           2,448
        Amortization of bond discount, net                                 (4,289)         (2,870)
        Net realized gains on sale of investments                          (6,855)         (6,587)
        Deferred income taxes                                               9,053           6,886
        Other, net                                                        (67,656)         27,690
                                                                     ------------    ------------
        Total adjustments to net income                                    17,773         135,059
                                                                     ------------    ------------
        Net cash provided by operating activities                         208,549         299,930
                                                                     ------------    ------------   
Cash flows from investing activities:
     Purchase of fixed-maturity securities, net
        of payable for investments purchased                             (889,051)       (698,356)
     Sale of fixed-maturity securities, net of
        receivable for investments sold                                   613,369         334,470
     Redemption of fixed-maturity securities,
        net of receivable for investments redeemed                         69,313          75,960
     Sale (purchase) of short-term investments, net                        14,992          (6,763)
     Sale of other investments, net                                           523             402
     Capital expenditures, net of disposals                                (5,718)         (3,129)
                                                                     ------------    ------------
        Net cash used by investing activities                            (196,572)       (297,416)
                                                                     ------------    ------------
Net increase in cash and cash equivalents                                  11,977           2,514
Cash and cash equivalents - beginning of period                             3,288           2,135
                                                                     ------------    ------------
Cash and cash equivalents - end of period                                $ 15,265        $  4,649
                                                                     ============    ============
Supplemental cash flow disclosures:
     Income taxes paid                                                   $ 39,500        $ 32,978

</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       (6)

<PAGE>

                   MBIA INSURANCE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




1.  Basis of Presentation
- -------------------------
The accompanying consolidated financial statements are unaudited and include the
accounts of MBIA Insurance Corporation and its Subsidiaries (the "Company"). The
statements do not include all of the  information  and  disclosures  required by
generally  accepted  accounting  principles.  These statements should be read in
conjunction  with the  Company's  consolidated  financial  statements  and notes
thereto for the year ended  December 31,  1996.  The  accompanying  consolidated
financial  statements  have not  been  audited  by  independent  accountants  in
accordance  with  generally  accepted  auditing  standards but in the opinion of
management such financial statements include all adjustments, consisting only of
normal  recurring  adjustments,  necessary  to  summarize  fairly the  Company's
financial position and results of operations.  The results of operations for the
six months ended June 30, 1997 may not be  indicative of the results that may be
expected for the year ending  December 31, 1997. The December 31, 1996 condensed
balance sheet data was derived from audited financial  statements,  but does not
include all disclosures  required by generally accepted  accounting  principles.
The consolidated  financial  statements  include the accounts of the Company and
its wholly owned subsidiaries.  All significant  intercompany balances have been
eliminated.  Certain amounts have been  reclassified  in prior years'  financial
statements to conform to the current presentation.

2.  Dividends Declared
- ----------------------
No dividends  were declared by the Company  during the six months ended June 30,
1997.


                                      (7)


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