MBIA INC
11-K, 2000-06-28
SURETY INSURANCE
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 11-K



     (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES  EXCHANGE ACT
         OF 1934 for the fiscal year ended December 31, 1999 or


     ( ) TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15 (d) OF
         THE SECURITIES EXCHANGE ACT OF 1934

             For the Transition Period from __________ to __________

Commission File No. 1-9583


A. Full title of the plan and the address of the plan, if different from that of
   the issuer named below:


                                    MBIA INC.
                   EMPLOYEES PROFIT SHARING AND 401 (K) SALARY
                                  DEFERRAL PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of
   its principal executive office:


                                    MBIA Inc.
                                 113 King Street
                               Armonk, N. Y. 10504


<PAGE>







                                    MBIA INC.
                          EMPLOYEES PROFIT SHARING AND
                           401(K) SALARY DEFERRAL PLAN


                              FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                           DECEMBER 31, 1999 AND 1998




<PAGE>



                                    MBIA INC.
            EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN

                              FINANCIAL STATEMENTS





                                      INDEX



                                                                Pages
                                                               --------
Report of Independent Accountants                                  2


Financial Statements:
     Statements of Net Assets Available for Plan
       Benefits as of December 31, 1999 and 1998                   3

     Statements of Changes in Net Assets Available
       for Plan Benefits for the years ended
       December 31, 1999 and 1998                                  4

     Notes to Financial Statements                                 5-11

     Supplemental Schedule 27A                                     12

Signatures                                                         13









Schedules other than those listed above have been omitted  since they are either
                         not required or not applicable.



                                        1


<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS





TO THE PARTICIPANTS AND ADMINISTRATOR OF
MBIA INC. EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN:


In our opinion,  the  accompanying  statements of net assets  available for
plan benefits and the related  statements of changes in net assets available for
plan benefits present fairly, in all material respects, the net assets available
for benefits of MBIA Inc.  Employees  Profit Sharing and 401 (K) Salary Deferral
Plan (the "Plan") at December 31, 1999 and December 31, 1998, and the changes in
net assets  available for benefits for the years then ended in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial  statements  are the  responsibility  of the  Plan's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
auditing  standards  generally  accepted in the United States of America,  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for the opinion  expressed above.

Our  audits  were  conducted  for the  purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes is presented for the purpose of additional analysis
and  is  not  a  required  part  of  the  basic  financial   statements  but  is
supplementary  information  required  by the  Department  of  Labor's  Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. This  supplemental  schedule is the  responsibility of the
Plan's management.  The supplemental schedule has been subjected to the auditing
procedures  applied in the audits of the basic financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial  statements  taken  as a  whole.

The schedule of assets held for investment  purposes that  accompanies  the
Plan's  financial  statements  does not disclose the historical  cost of certain
Plan assets held by the Plan trustee. Disclosure of this information is required
by the Department of Labor's Rules and  Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.


/s/ PRICEWATERHOUSECOOPERS
--------------------------


New York, New York
June 16, 2000



                                        2

<PAGE>



                                    MBIA INC.
            EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN

              STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS







                                          December 31,     December 31,
                                             1999              1998
                                          ------------     ------------
Assets:
     Investments, at fair value
      (cost $90,120,473 and
      $64,631,291, respectively)          $88,772,586      $68,954,922

     Participant loans                      1,364,852        1,447,835

     Employer contribution receivable          26,548              ---
                                          -----------      -----------
       Total assets                        90,163,986       70,402,757

Liabilities:
     Other liabilities                            ---           52,032
                                          -----------      -----------

       Net assets available for
         plan benefits                    $90,163,986      $70,350,725
                                          ===========      ===========






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


                                        3
<PAGE>




                                    MBIA INC.
            EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN

                       STATEMENTS OF CHANGES IN NET ASSETS
                           AVAILABLE FOR PLAN BENEFITS



                                          Years ended December 31
                                       ----------------------------
                                          1999               1998
                                       ----------        ----------
Contributions:
  Employees' salary deferral          $ 6,842,683       $ 3,659,572

  Employer                              2,281,788         1,944,844

Transfer from 1838 Salary Savings Plan  3,009,973               ---

Transfer from CapMAC ESOP Plan         13,976,301               ---

Transfer from CapMAC 401(K) Plan              ---         8,566,478

Interest and dividends                  3,517,721         2,558,488

Net appreciation in fair
value of investments                   (1,350,100)        4,811,394

Benefit distributions                  (8,465,105)       (3,482,156)
                                      -----------       -----------
     Net increase                      19,813,261        18,058,660

Net assets available for plan
  benefits, beginning of year          70,350,725        52,292,065
                                      -----------       -----------

     Net assets available for
       plan benefits, end of year     $90,163,986       $70,350,725
                                      ===========       ===========

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



                                        4


<PAGE>
                                    MBIA INC.
            EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN
                          NOTES TO FINANCIAL STATEMENTS




1. PLAN DESCRIPTION
-------------------
The  MBIA  Inc.  Employees  Profit  Sharing  and  401(K)  Salary  Deferral  Plan
(the "Plan")  is a defined  contribution  plan for  employees  of MBIA Inc.  and
Subsidiaries  (the  "Company") who have completed six months of service,  are at
least 21 years of age, and work a minimum of 21 hours per week.  Effective April
1,  1987,  a  401(K)  deferral   feature  was  implemented   enabling   eligible
participants to defer up to 10% of their total eligible  compensation.  Matching
contributions are made by the Company, in the form of MBIA Inc. common stock, at
the rate of 100% of the participant's  contribution up to a maximum of 5% of the
participant's eligible  compensation.  Participants may request loans from their
accounts in accordance with established  guidelines.  Loan balances  outstanding
are reflected as assets of the Plan. Interest income on the loans is recorded as
earned.

The Plan's assets are managed by Fidelity Management Trust Company ("Fidelity"),
the investment advisor, trustee and custodian. The participants of the Plan have
the option to direct the investment of their contribution share into one or more
of ten Fidelity funds, one Baron Asset Management Company,  Inc. ("Baron") fund,
one or more of four  1838  Investment  Advisors,  Inc.  ("1838")  funds  and the
Employer Stock Fund. 1838 is a wholly-owned subsidiary of MBIA Inc.

Vesting in employer  contributions  begins after three years of service and full
vesting is achieved after five years of service.  Participants  are fully vested
in their salary deferred  contributions  at all times.  Upon reaching the normal
retirement date, death or becoming disabled,  a participant becomes fully vested
in the Company's  contributions.  Nonvested benefits remaining after termination
of employment  serve to reduce future Company  contributions.  In 1999 and 1998,
employer contributions were reduced by $23,220 and $76,765,  respectively,  from
forfeited nonvested accounts.

A  participant  is  entitled  to  the  benefit  that  can  be  provided  by  the
contributions  and  income  thereon,   including  net  realized  and  unrealized
investment  gains and losses of each  participant's  account.  Upon  retirement,
disability,  death or  termination,  a participant or  beneficiary  can elect to
receive a lump-sum distribution,  installment  distributions or purchase a joint
and survivor annuity contract or single life annuity contract.

The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA"). Participants should refer to the Summary Plan Description
and Plan Document for specific information regarding Plan provisions.

                                        5


<PAGE>

                                    MBIA INC.
            EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN
                    NOTES TO FINANCIAL STATEMENTS (Continued)


On February 17, 1998, MBIA Inc. and CapMAC Holdings Inc. ("CapMAC")  consummated
a merger.  Effective the date of the merger,  the account balances in the CapMAC
401(K)  Plan were  transferred  to the MBIA Inc.  Employees  Profit  Sharing and
401(K) Salary  Deferral  Plan.  Under MBIA Inc.'s  vesting  requirements,  these
employees have received credit for their years of service with CapMAC.

On July 31,  1998,  MBIA Inc.  completed a merger of its  investment  management
business with 1838.  Effective January 1, 1999, the account balances in the 1838
Salary Savings Plan were  transferred to the MBIA Inc.  Employees Profit Sharing
and 401(K) Salary Deferral Plan. Under MBIA Inc.'s vesting  requirements,  these
employees have received credit for their years of service with 1838.

In July 1999, the CapMAC  Employee Stock Ownership Plan ("ESOP") was merged with
the Plan.  Prior to the merger of the plans,  213,175 ESOP shares were allocated
to the CapMAC  participants.  In conjunction with the merger of the plans, there
were  147,364  unallocated  ESOP  shares  remaining  that  are  used to fund the
Company's match obligations.


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------
The financial  statements have been prepared on the basis of generally  accepted
accounting  principles  (GAAP).  The  preparation  of  financial  statements  in
conformity with GAAP requires  management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  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.
Actual results could differ from those estimates.

The Plan provides for various  investment  options in any combination of stocks,
bonds, fixed income securities,  mutual funds, and other investment  securities.
Investment  securities  are exposed to various  risks,  such as  interest  rate,
market,  and credit  risks.  Due to the level of risk  associated  with  certain
investment  securities,  it is at least reasonably  possible that changes in the
values  of  investment  securities  will  occur in the near  term and that  such
changes could materially affect  participants'  account balances and the amounts
reported in the Statements of Net Assets Available for Plan Benefits.


                                      6
<PAGE>

                                    MBIA INC.
            EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN
                    NOTES TO FINANCIAL STATEMENTS (Continued)


Significant accounting policies are as follows:

BASIS OF ACCOUNTING
The financial  statements of the Plan are prepared  under the accrual  method of
accounting.

INVESTMENTS
The Plan's  investments  are valued at their  current  fair values based on last
reported  sales prices on the last business day of the year.  Participant  loans
are stated at cost plus accrued income, which approximates fair value.

Income from investment  activities is determined based on the Plan's  underlying
contribution to the investment  classification  which is, in turn,  based on the
investment fund elections of the participants.

Gain or loss on the sale of  investments  is based  on  specifically  identified
cost.  Interest  income  from  investments  is recorded as earned on the accrual
basis. Dividend income is recorded on the ex-dividend date.

The  Plan's  net  appreciation  (depreciation)  in the  fair  value  of its
investments  consists  of the  realized  gains  or  losses  and  the  unrealized
appreciation (depreciation) on those investments.

CONTRIBUTIONS
Contributions from eligible  participants and matching Company contributions are
recorded in the month the related payroll deductions are made.

PARTICIPANT ACCOUNTS
Each   participant   has  an  account  which  is  credited  with  the  Company's
contribution,  employees' contribution and the income (loss) from the investment
activities of the participant's account.

PAYMENT OF BENEFITS
Benefits are recorded when paid.

ADMINISTRATIVE EXPENSES
Administrative  expenses,  which  consist  primarily of  investment  management,
record  keeping and auditing  fees, are paid directly by the Company rather than
out of Plan  assets.  Employee  loan  fees  are  paid  out of the  participants'
accounts.

                                        7

<PAGE>

                                    MBIA INC.
            EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN
                    NOTES TO FINANCIAL STATEMENTS (Continued)



3. PLAN TERMINATION
-------------------
The Company has not expressed any intent to  discontinue  its  contributions  or
terminate  the Plan.  However,  it  reserves  the right to  temporarily  suspend
contributions  to or amend or terminate the Plan. Upon  termination of the Plan,
the accounts of all participants  shall become fully vested,  and the net assets
of the Plan shall be distributed among the participants and beneficiaries of the
Plan in proportion to their respective account balances.


4. INVESTMENTS
---------------
Prior to 1999,  the Plan's  assets were  invested in the MBIA Inc.  Master Trust
(the "Master Trust") together with the assets of the MBIA Inc. Employees Pension
Plan.  During 1999,  the Master Trust was  dissolved  and the Plan's assets were
transferred into a separate trust.

As of December  31,  1999,  the  financial  position of the Plan on a cash basis
(excluding the ending accrual for employer contributions) in each asset category
were as follows:

                                                          December 31, 1999
                                               ---------------------------------
                                                     Cost            Fair Value
                                               --------------       ------------

Employer Stock Fund*                             $ 24,706,235       $ 20,216,619
ESOP Fund                                          13,483,220         10,998,903
Fidelity Puritan Fund                               1,003,815            955,317
Fidelity Magellan Fund*                             4,471,245          4,931,065
Fidelity Growth Company Fund*                       4,066,838          6,133,866
Fidelity Growth and Income Portfolio*              15,743,017         16,184,712
Fidelity Intermediate Bond Fund                     3,512,395          3,347,159
Fidelity Value Fund                                   774,108            714,131
Fidelity Overseas Fund                              1,879,288          2,343,806
Fidelity Blue Chip Growth Fund*                     6,526,273          7,714,054
Fidelity Spartan U.S. Equity Index Fund*            4,527,256          5,283,267
Fidelity Managed Income Fund                        4,418,889          4,418,889
Baron Asset Fund                                        6,135              6,499
1838 International Equity Fund                      1,168,617          1,363,871
1838 Small Cap Equity Fund                            606,950            604,858
1838 Large Cap Equity Fund                          3,121,252          3,451,955
1838 Fixed Income Fund                                104,940            103,615
                                               --------------       ------------
                                                 $ 90,120,473       $ 88,772,586
                                               ==============       ============

Participant Loans                                   1,364,852          1,364,852

   * Each of these  investments,  at fair  value,  represents  5% or more of the
     Plan's net assets at December 31, 1999.


                                        8

<PAGE>

As of December 31, 1998,  the  financial  position of the Master Trust on a cash
basis  (excluding the ending accrual for employer  contributions)  in each asset
category was as follows:



                                                       December 31, 1998
                                           -------------------------------------
                                                Total Master Trust
                                           ---------------------------   Plan's
                                                              Fair         %
                                               Cost           Value     Interest
                                           ------------   ------------  --------

Investments at fair value as
 determined by quoted market price:
  Employer Stock Fund                      $ 25,197,919   $ 24,705,494   100.00%
  Fidelity Puritan Fund                       2,087,034      2,153,130    43.58
  Fidelity Magellan Fund                      5,587,461      6,835,328    46.64
  Fidelity Growth Company Fund                5,563,113      6,292,964    50.87
  Fidelity Growth and
    Income Portfolio                         33,714,612     39,913,846    42.99
  Fidelity Intermediate Bond Fund             7,054,960      7,022,758    51.22
  Fidelity Value Fund                         1,029,183        884,941    62.25
  Fidelity Overseas Fund                      2,579,615      2,726,259    47.81
  Fidelity Blue Chip Growth Fund              8,350,449      9,953,345    61.49
  Fidelity Spartan U. S. Equity
    Index Fund                                3,817,399      4,266,375    89.68
  Managed Income Portfolio                    8,779,948      8,779,948    49.71
                                           ------------  -------------    60.73
                                            103,761,693    113,534,388

  Participant loans                           1,671,672      1,671,672    86.61
                                          -------------  -------------

    Total invested assets
      available for benefits of
      participating plans                  $105,433,365   $115,206,060    61.11%
                                           ============   ============


The Plan's  interest in the Master Trust as of December 31, 1998 is presented in
the Statement of Net Assets Available for Plan Benefits.

For the year  ended  December  31,  1998 net  appreciation  in the fair value of
investments  (determined by quoted market price) of the Master Trust  (including
investments  bought and sold, as well as held during the year) was  $10,777,182.
Investment  income  consisting of dividends and interest in the Master Trust for
the year ended December 31, 1998, was $4,995,117.


5. CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
------------------------------------------------------------
For the years  ended  December  31,  1999 and 1998,  the  changes  in net assets
available for Plan benefits of the individual  investment funds were as shown on
the following page:


                                        9

<PAGE>
                                    MBIA INC.
            EMPLOYEES PROFIT SHARING and 401 (K) SALARY DEFERRAL PLAN
                    NOTES TO FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
                                                    Year ended December 31, 1999
                            --------------------------------------------------------------------------
                              Employer                                           Growth      Growth
                               Stock         ESOP       Puritan     Magellan     Company    and Income
                               Fund          Fund        Fund         Fund         Fund        Fund
                            -----------   -----------  -----------  ----------  ----------  ----------
<S>                         <C>           <C>            <C>        <C>         <C>          <C>
Contributions:
 Employees' salary deferral $   596,150   $       ---     $139,770  $  386,888  $  378,534   $ 908,645

 Employer                     1,767,579       514,209          ---         ---         ---         ---

Transfer from
 1838 Salary Savings Plan           ---           ---          ---         ---         ---         ---

Transfer from
 CapMAC ESOP Plan                   ---    13,976,301          ---         ---         ---         ---

Interest and dividends          301,789        43,502       79,096     350,757     417,133   1,121,848

Net appreciation
(depreciation) in fair
 value of investments        (4,710,583)   (2,742,529)     (48,246)    492,093   2,174,216     539,136

Benefit distributions        (2,408,987)     (792,287)    (175,217)   (476,361)   (536,272) (2,104,668)

Transfers from (to) other
 funds                           43,757          (293)      21,670     989,460     498,855  (1,439,398)
                            -----------   -----------  -----------  ----------  ----------  ----------

Net increase (decrease) in
 net assets available
 for Plan benefits          $(4,410,295)  $10,998,903     $ 17,073  $1,742,837  $2,932,466   $(974,437)
                            ===========   ===========  ===========  ==========  ==========  ==========

<PAGE>
<CAPTION>


                                                       Year ended December 31, 1999
                            --------------------------------------------------------------------------
                                                                     Blue Chip    Spartan     Managed
                            Intermediate     Value      Overseas      Growth    U.S. Equity   Income
                             Bond Fund       Fund          Fund        Fund     Index Fund   Portfolio
                            ------------  -----------  -----------  ----------  -----------  ---------
<S>                            <C>           <C>        <C>         <C>          <C>         <C>
Contributions:
 Employees' salary deferral    $ 107,693     $185,415   $  541,675  $  556,711   $1,003,227  $ 283,325

 Employer                            ---          ---          ---         ---          ---        ---

 Transfer from
  1838 Salary Savings Plan           ---          ---          ---         ---          ---      6,734

 Transfer from
  CapMAC ESOP Plan                   ---          ---          ---         ---          ---        ---

 Interest and dividends          209,839       85,258      138,931     272,013       86,020    222,263

 Net appreciation
 (depreciation) in fair
  value of investments          (177,293)     (42,233)     518,654   1,236,488      828,727        ---

 Benefit distributions          (156,240)     (77,928)    (220,028)   (508,768)    (433,038)  (457,972)

 Transfers from (to) other
  funds                         (234,167)      12,758       61,080      37,598      (27,853)       (37)
                            ------------  -----------  -----------  ----------  -----------  ---------

 Net increase (decrease) in
  net assets available
  for Plan benefits            $(250,168)    $163,270   $1,040,312  $1,594,042   $1,457,083  $  54,313
                            ============  ===========  ===========  ==========  ===========  =========

<PAGE>
<CAPTION>
                                                          Year ended December 31, 1999
                            ------------------------------------------------------------------------------------
                                            1838         1838       1838        1838
                              Baron     International  Small Cap  Large Cap     Fixed   Participant
                              Asset        Equity       Equity     Equity      Income     Loans         TOTAL
                            ----------  -------------  ---------  ----------  --------  -----------  -----------

<S>                             <C>        <C>          <C>       <C>         <C>          <C>       <C>
Contributions:
 Employees' salary deferral     $  925     $  565,035   $166,567  $  977,368  $ 44,485     $    ---  $ 6,842,683

 Employer                          ---            ---        ---         ---       ---          ---    2,281,788

Transfer from
 1838 Salary Savings Plan          ---        551,235    530,660   1,848,281    38,369       34,694    3,009,973

Transfer from
 CapMAC ESOP Plan                  ---            ---        ---         ---       ---          ---   13,976,301

Interest and dividends             ---         59,920        270      11,522     1,548      116,012    3,517,721

Net appreciation
(depreciation) i
 value of investments              364        197,237    (15,853)    401,047    (1,325)         ---   (1,350,100)

Benefit distributions              ---        (36,185)    (3,427)        ---       ---      (77,727)  (8,465,105)

Transfers from (to) other
 funds                           5,210         26,629    (73,359)    213,467    20,539     (155,916)         ---
                            ----------  -------------  ---------  ----------  --------  -----------  -----------

Net increase (decrease) in
 net assets available
 for Plan benefits              $6,499     $1,363,871   $604,858  $3,451,955  $103,616     $(82,937) $19,813,261
                            ==========  =============  =========  ==========  ========  ===========  ===========


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                    Year ended December 31, 1998
                            --------------------------------------------------------------------------
                              Employer                                            Growth      Growth
                               Stock         ESOP       Puritan      Magellan     Company    and Income
                               Fund          Fund        Fund          Fund         Fund        Fund
                            -----------   -----------  -----------  ----------  ----------  ----------
<S>                            <C>               <C>     <C>        <C>         <C>          <C>
Contributions:
 Employees' salary deferral    $247,051          $---     $155,725  $  335,729  $  371,863    $ 938,935

 Employer                     1,944,884           ---          ---         ---         ---          ---

Transfer from
 CapMAC 401(K) Plan                 ---           ---          ---     176,439     892,440      127,944

Interest and dividends          285,387           ---       98,509     144,263     216,081      997,640

Net appreciation
(depreciation) in fair
 value of investments          (460,884)          ---       37,454     608,897     394,417    2,892,173

Benefit distributions        (1,277,753)          ---     (324,306)   (126,975)   (204,823)    (795,435)

Transfers from (to) other
 funds                          (11,176)          ---      172,169     (89,870)   (560,989)  (1,937,312)
                            -----------   -----------  -----------  ----------  ----------  -----------

Net increase (decrease) in
 net assets available
 for Plan benefits             $727,509          $---     $139,551  $1,048,483  $1,108,989   $2,223,945
                            ===========   ===========  ===========  ==========  ==========  ===========

<PAGE>
<CAPTION>


                                                       Year ended December 31, 1998
                            ---------------------------------------------------------------------------
                                                                     Blue Chip    Spartan      Managed
                            Intermediate     Value      Overseas      Growth    U.S. Equity    Income
                             Bond Fund       Fund          Fund        Fund     Index Fund    Portfolio
                            ------------  -----------  -----------  ----------  -----------  ----------
<S>                           <C>            <C>          <C>       <C>          <C>         <C>
Contributions:
 Employees' salary deferral   $  110,285     $155,519     $178,512  $  479,390   $  391,685  $  294,878

 Employer                            ---          ---          ---         ---          ---         ---

Transfer from
 CapMAC 401(K) Plan              641,050      251,480      295,422   2,389,173    2,818,636     889,770

Interest and dividends           104,682       69,912       23,549     253,057       37,132     207,016

Net appreciation
(depreciation) in fair
 value of investments             (6,652)     (98,593)      69,930     987,683      386,969         ---

Benefit distributions            (31,522)     (25,330)     (35,928)   (186,969)     (77,953)   (354,924)

Transfers from (to) other
 funds                         2,113,975     (104,170)    (179,078)   (225,900)     123,992     568,031
                            ------------  -----------  -----------  ----------  -----------  ----------

Net increase (decrease) in
 net assets available
 for Plan benefits            $2,931,818     $248,818     $352,407  $3,696,434   $3,680,461  $1,604,771
                            ============  ===========  ===========  ==========  ===========  ==========


<PAGE>
<CAPTION>

                                                          Year ended December 31, 1998
                            ------------------------------------------------------------------------------------
                                            1838         1838        1838       1838
                              Baron     International  Small Cap   Large Cap    Fixed   Participant
                              Asset        Equity       Equity      Equity      Income     Loans        TOTAL
                            ----------  -------------  ---------   ---------   -------  -----------  -----------
<S>                               <C>            <C>        <C>         <C>       <C>      <C>       <C>
Contributions:
 Employees' salary deferral       $---           $---       $---        $---      $---     $    ---  $ 3,659,572

 Employer                          ---            ---        ---         ---       ---          ---    1,944,884

Transfer from
 CapMAC 401(K) Plan                ---            ---        ---         ---       ---       84,124    8,566,478

Interest and dividends             ---            ---        ---         ---       ---      121,260    2,558,488

Net appreciation
(depreciation) in fair
 value of investments              ---            ---        ---         ---       ---          ---    4,811,394

Benefit distributions              ---            ---        ---         ---       ---      (40,238)   3,482,156

Transfers from (to) other
 funds                             ---            ---        ---         ---       ---      130,328          ---
                            ----------  -------------  ---------   ---------   -------  -----------  -----------

Net increase (decrease) in
 net assets available
 for Plan benefits                $---           $---       $---        $---      $---     $295,474  $18,058,660
                            ==========  =============  =========   =========   =======  ===========  ===========

</TABLE>
                                       10
<PAGE>

6. TAX STATUS
-------------
The Internal  Revenue Service has advised that the Plan  constitutes a qualified
plan under Section 401 (a) of the Internal  Revenue Code and is therefore exempt
from federal income taxes under provisions of Section 501 (a).

The Plan obtained its latest  determination letter on July 12, 1995 in which the
Internal  Revenue  Service  stated  that  the  Plan,  as then  designed,  was in
compliance with the applicable  requirements  of the Internal  Revenue Code. The
Plan has been amended since receiving the  determination  letter.  However,  the
Plan administrator and the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance  with the applicable  requirements  of
the Internal Revenue Code.  Therefore,  they believe that the Plan was qualified
and the related Trust was tax-exempt as of the financial statement date.



                                       11

<PAGE>

                                    MBIA INC.
            EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN
                              SUPPLEMENTAL SCHEDULE
         LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (1)
                              at December 31, 1999



   Description                                     Cost (2)    Current Value
   ------------                                   ---------    -------------
   Employer Stock Fund                                          $ 20,216,619
   ESOP Fund                                                      10,998,903
   Fidelity Puritan Fund*                                            955,317
   Fidelity Magellan Fund*                                         4,931,065
   Fidelity Growth Company Fund*                                   6,133,866
   Fidelity Growth and Income Portfolio*                          16,184,712
   Fidelity Intermediate Bond Fund*                                3,347,159
   Fidelity Value Fund*                                              714,131
   Fidelity Overseas Fund*                                         2,343,806
   Fidelity Blue Chip Growth Fund*                                 7,714,054
   Fidelity Spartan U.S. Equity Index Fund*                        5,283,267
   Fidelity Managed Income Fund*                                   4,418,889
   Baron Asset Fund*                                                   6,499
   1838 International Equity Fund*                                 1,363,871
   1838 Small Cap Equity Fund*                                       604,858
   1838 Large Cap Equity Fund*                                     3,451,955
   1838 Fixed Income Fund*                                           103,615
                                                                ------------
                                                                $ 88,772,586
   Participant Loans
   -----------------
   Loans, at cost                                 1,364,852        1,364,852
                                                                ------------

   Total                                                        $ 90,137,438
                                                                ============


(1) This  schedule  has been  certified  as  complete  and  accurate by the Plan
trustee.

(2) The trustee has informed the Plan's  management  that it is not possible for
the trustee to provide historical cost for the funds.

* Fidelity Management Trust Company,  1838 Investment Advisors,  Inc., and Baron
Asset Management Company, Inc., are parties in interest.



    See Notes to Financial Statements and Report of Independent Accountants.



                                       12

<PAGE>


                                   SIGNATURES
                                  ------------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  annual  report  to be  signed  on its  behalf  by the  undersigned
thereunto duly authorized.


                                    MBIA Inc.
                          Employees Profit Sharing and
                           401(K) Salary Deferral Plan





Date:  June 27, 2000                        /s/  KEVIN D. SILVA
      ----------------                     ---------------------------
                                                 Kevin D. Silva
                                                 Executive Vice President & CAO
                                                 Plan Administrator



Date:  June 27, 2000                        /s/  RAM WERTHEIM
      ----------------                     ------------------------
                                                 Ram Wertheim
                                                 General Counsel


                                       13


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