MBIA INC
10-Q, 2000-08-11
SURETY INSURANCE
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                                  UNITED STATES

                       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, 2000


                                       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 August 4, 2000 there were outstanding  100,360,258 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, 2000
           and December 31, 1999                                               3

         Consolidated Statements of Income - Three months and
           six months ended June 30, 2000 and 1999                             4

         Consolidated Statement of Changes in Shareholders' Equity
           -  Six months ended June 30, 2000                                   5

         Consolidated Statements of Cash Flows
           -  Six months ended June 30, 2000 and 1999                          6

         Notes to Consolidated Financial Statements                        7 - 8


Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                            9 - 22



PART II  OTHER INFORMATION, AS APPLICABLE

Item 4.  Submission of Matters to a Vote of Security Holders                  23

Item 6.  Exhibits and Reports on Form 8-K                                     23


SIGNATURES                                                                    24






                                       (2)


<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                 (Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
                                                                                  June 30, 2000         December 31, 1999
                                                                                 ----------------      -------------------
<S>                                                                                  <C>                    <C>

              ASSETS
Investments:
  Fixed-maturity securities held as available-for-sale
   at fair value (amortized cost $6,189,584 and $6,006,506)                         $ 6,027,101            $ 5,783,979
  Short-term investments, at amortized cost
   (which approximates fair value)                                                      293,384                274,022
  Other investments                                                                     139,343                146,038
                                                                                   ------------           ------------
                                                                                      6,459,828              6,204,039
  Municipal investment agreement portfolio held as available-for-sale
   at fair value (amortized cost $4,657,819 and $4,583,920)                           4,577,308              4,489,551
                                                                                   ------------           ------------
    TOTAL INVESTMENTS                                                                11,037,136             10,693,590

Cash and cash equivalents                                                                70,182                 93,559
Securities borrowed or purchased under agreements to resell                             197,111                261,171
Accrued investment income                                                               143,428                135,344
Deferred acquisition costs                                                              257,657                251,922
Prepaid reinsurance premiums                                                            435,983                403,210
Reinsurance recoverable on unpaid losses                                                 27,250                 30,819
Goodwill (less accumulated amortization of $64,121 and $68,388)                         106,673                110,023
Property and equipment, at cost (less accumulated depreciation
  of $57,303 and $50,469)                                                               131,461                128,733
Receivable for investments sold                                                         203,230                 24,922
Other assets                                                                            107,136                130,606
                                                                                   ------------           ------------
    TOTAL ASSETS                                                                    $12,717,247            $12,263,899
                                                                                   ============           ============
              LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:

  Deferred premium revenue                                                          $ 2,360,138            $ 2,310,758
  Loss and loss adjustment expense reserves                                             443,694                467,279
  Municipal investment agreements                                                     3,500,919              3,483,911
  Municipal repurchase agreements                                                       971,197              1,028,921
  Long-term debt                                                                        589,320                689,204
  Short-term debt                                                                       160,194                 68,751
  Securities loaned or sold under agreements to repurchase                              305,711                288,750
  Deferred income taxes                                                                  83,109                 32,805
  Deferred fee revenue                                                                   36,049                 36,536
  Payable for investments purchased                                                     300,066                102,666
  Other liabilities                                                                     250,006                241,217
                                                                                   ------------           ------------
    TOTAL LIABILITIES                                                                 9,000,403              8,750,798
                                                                                   ------------           ------------

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 -- 100,353,537 and 100,072,846                                         100,354                100,073
  Additional paid-in capital                                                          1,200,610              1,191,108
  Retained earnings                                                                   2,707,917              2,486,478
  Accumulated other comprehensive loss, net of
   deferred income tax benefit of $(87,689) and $(112,920)                             (182,296)              (224,511)
  Unallocated ESOP shares                                                                (3,537)                (4,363)
  Unearned compensation--restricted stock                                                (8,983)                (9,986)
  Treasury stock -- 2,110,922 shares in 2000 and 520,722 shares in 1999                 (97,221)               (25,698)
                                                                                   ------------           ------------
    TOTAL SHAREHOLDERS' EQUITY                                                        3,716,844              3,513,101
                                                                                   ------------           ------------
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                      $12,717,247            $12,263,899
                                                                                   ============           ============
</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
                                                        ---------------------------------       ---------------------------------
                                                            2000                 1999               2000                1999
                                                        -------------       -------------       -------------       -------------
<S>                                                          <C>                 <C>                 <C>                 <C>
INSURANCE
  Revenues:
   Gross premiums written                                    $189,295            $146,817            $338,132            $301,727
   Ceded premiums                                             (61,810)            (35,356)           (104,776)            (95,352)
                                                        -------------       -------------       -------------       -------------
    Net premiums written                                      127,485             111,461             233,356             206,375
   (Increase) decrease in deferred premium revenue            (18,333)             (4,244)            (19,500)             12,953
                                                        -------------       -------------       -------------       -------------
    Premiums earned (net of ceded premiums of
     $33,624, $27,738, $72,003, and $58,187)                  109,152             107,217             213,856             219,328
   Net investment income                                       99,472              88,861             194,842             176,626
   Advisory fees                                                6,219               6,550              14,194              11,515
                                                        -------------       -------------       -------------       -------------
    Total insurance revenues                                  214,843             202,628             422,892             407,469

  Expenses:
   Losses and loss adjustment                                  13,735              10,239              22,322             172,169
   Policy acquisition costs, net                                8,736               9,231              17,322              18,424
   Operating                                                   21,281              20,115              40,675              38,213
                                                        -------------       -------------       -------------       -------------
     Total insurance expenses                                  43,752              39,585              80,319             228,806
                                                        -------------       -------------       -------------       -------------
  Insurance income                                            171,091             163,043             342,573             178,663
                                                        -------------       -------------       -------------       -------------

INVESTMENT MANAGEMENT SERVICES
  Revenues                                                     28,943              20,301              55,821              39,643
  Expenses                                                     15,174              10,762              28,770              20,729
                                                        -------------       -------------       -------------       -------------
  Investment management services income                        13,769               9,539              27,051              18,914
                                                        -------------       -------------       -------------       -------------

MUNICIPAL SERVICES
  Revenues                                                     11,313               6,310              18,935               9,989
  Expenses                                                     11,378               9,417              19,429              20,383
                                                        -------------       -------------       -------------       -------------
  Municipal services loss                                         (65)             (3,107)               (494)            (10,394)
                                                        -------------       -------------       -------------       -------------

CORPORATE
  Net realized gains                                            7,425               7,291              19,310              16,955
  Interest expense                                             13,355              13,497              26,851              26,993
  Other expenses                                                4,754               4,888               8,401               6,810
  One-time corporate charges                                       --             105,023                  --             105,023
                                                        -------------       -------------       -------------       -------------
  Corporate loss                                              (10,684)           (116,117)            (15,942)           (121,871)
                                                        -------------       -------------       -------------       -------------

  Income before income taxes                                  174,111              53,358             353,188              65,312

  Income tax provision (benefit)                               44,718              (3,435)             91,475                (901)
                                                        -------------       -------------       -------------       -------------

  NET INCOME                                                 $129,393            $ 56,793            $261,713            $ 66,213
                                                        =============       =============       =============       =============

  NET INCOME PER COMMON SHARE:
   BASIC                                                     $   1.32            $   0.57            $   2.65            $   0.66
   DILUTED                                                   $   1.31            $   0.56            $   2.64            $   0.66

  WEIGHTED AVERAGE NUMBER OF COMMON SHARES
   OUTSTANDING:
   BASIC                                                   98,323,037          99,671,350          98,711,735          99,609,359
   DILUTED                                                 98,932,392         100,592,588          99,302,974         100,532,884

</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, 2000

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

                                                                                             Accumulated
                                            Common Stock         Additional                     Other
                                       ----------------------     Paid-in       Retained    Comprehensive
                                         Shares      Amount       Capital       Earnings        Loss
                                       ----------   ---------   ------------   -----------  -------------

<S>                                        <C>        <C>         <C>          <C>               <C>
Balance, January 1, 2000                  100,073    $100,073     $1,191,108   $2,486,478       $(224,511)

Comprehensive income:
   Net income                                 ---         ---            ---      261,713             ---
   Other comprehensive income:
     Change in unrealized
      depreciation of investments
      net of change in deferred
      income taxes of $(25,231)               ---         ---            ---          ---          46,484
     Change in foreign currency
      translation                             ---         ---            ---          ---          (4,269)
      Other comprehensive income
Total comprehensive income

Treasury shares acquired                      ---         ---            ---          ---             ---

Exercise of stock options                     273         273          9,238          ---             ---

Unallocated ESOP shares                       ---         ---            (41)         ---             ---

Unearned compensation-
  restricted stock                              8           8            305          ---             ---

Dividends (declared and paid per
  common share $0.41)                         ---         ---            ---      (40,274)            ---
                                       ----------   ---------   ------------   -----------   -------------
Balance, June 30, 2000                    100,354    $100,354     $1,200,610   $2,707,917       $(182,296)
                                       ==========   =========   ============   ===========   =============

<PAGE>


                                                         Unearned
                                        Unallocated    Compensation-     Treasury Stock         Total
                                           ESOP         Restricted     --------------------  Shareholders'
                                          Shares           Stock        Shares     Amount      Equity
                                       --------------  --------------  ---------  --------- -------------
<S>                                         <C>              <C>            <C>      <C>     <C>
Balance, January 1, 2000                     $(4,363)        $(9,986)      (521)  $(25,698)  $3,513,101

Comprehensive income:
   Net income                                    ---             ---        ---        ---      261,713
   Other comprehensive income:
     Change in unrealized
      depreciation of investments
      net of change in deferred
      income taxes of $(25,231)                  ---             ---        ---        ---       46,484
     Change in foreign currency
      translation                                ---             ---        ---        ---       (4,269)
                                                                                             ------------
      Other comprehensive income                                                                 42,215
                                                                                             ------------
Total comprehensive income                                                                      303,928
                                                                                             ------------
Treasury shares acquired                         ---             ---     (1,590)   (71,523)     (71,523)

Exercise of stock options                        ---             ---        ---        ---        9,511

Unallocated ESOP shares                          826             ---        ---        ---          785

Unearned compensation-
  restricted stock                               ---           1,003        ---        ---        1,316

Dividends (declared and paid per
  common share $0.41)                            ---             ---        ---        ---      (40,274)
                                       --------------  --------------  ---------  --------- -------------
Balance, June 30, 2000                       $(3,537)        $(8,983)    (2,111)  $(97,221)  $3,716,844
                                       ==============  ==============  =========  ========= =============

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


                                               2000
                                            -----------
Disclosure of reclassification amount:
  Unrealized appreciation of
    investments arising
    during the period, net of taxes            $53,340
  Reclassification of adjustment,
    net of taxes                                (6,856)
                                            -----------
  Net unrealized appreciation,
     net of taxes                              $46,484
                                            ===========

                                    (5)
<PAGE>

                           MBIA INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                        Six months ended
                                                                             June 30
                                                                   ---------------------------
                                                                       2000           1999
                                                                   -----------     -----------
<S>                                                                <C>             <C>
Cash flows from operating activities:
  Net income                                                          $261,713        $ 66,213
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Increase in accrued investment income                               (8,084)           (995)
    Increase in deferred acquisition costs                              (5,735)         (4,600)
    Increase in prepaid reinsurance premiums                           (32,773)        (37,165)
    Increase in deferred premium revenue                                52,273          24,212
    (Decrease) increase in loss and loss adjustment
      expense reserves, net                                            (20,016)        158,631
    Depreciation                                                         6,834           4,923
    Amortization of goodwill                                             3,350           3,552
    Amortization of bond discount, net                                 (15,351)        (10,092)
    Net realized gains on sale of investments                          (19,310)        (16,955)
    Deferred income tax provision (benefit)                             25,097         (91,287)
    Other, net                                                          28,253          19,198
                                                                   -----------     -----------
    Total adjustments to net income                                     14,538          49,422
                                                                   -----------     -----------
    Net cash provided by operating activities                          276,251         115,635
                                                                   -----------     -----------

Cash flows from investing activities:
  Purchase of fixed-maturity securities, net
   of payable for investments purchased                             (3,399,501)     (3,512,961)
  Sale of fixed-maturity securities, net of
   receivable for investments sold                                   3,061,188       3,145,933
  Redemption of fixed-maturity securities, net of
   receivable for investments redeemed                                 133,480         161,559
 (Purchase) sale of short-term investments, net                         (2,407)        168,968
  Sale of other investments, net                                         5,316          17,613
  Purchases for municipal investment agreement
   portfolio, net of payable for investments purchased              (1,069,705)     (1,275,646)
  Sales from municipal investment agreement
   portfolio, net of receivable for investments sold                 1,045,166         849,215
  Capital expenditures, net of disposals                                (9,739)        (15,964)
  Other, net                                                             8,385          (2,173)
                                                                   -----------     -----------
    Net cash used by investing activities                             (227,817)       (463,456)
                                                                   -----------     -----------
Cash flows from financing activities:
  Net repayment from retirement of short-term debt                      (8,500)             --
  Dividends paid                                                       (40,516)        (39,874)
  Purchase of treasury stock                                           (71,523)             --
  Proceeds from issuance of municipal investment
   and repurchase agreements                                         1,036,880       1,258,565
  Payments for drawdowns of municipal investment
   and repurchase agreements                                        (1,078,684)       (801,998)
  Securities loaned or sold under agreements to repurchase, net         81,021         (35,071)
  Exercise of stock options                                              9,511          11,471
                                                                   -----------     -----------
    Net cash (used) provided by financing activities                   (71,811)        393,093
                                                                   -----------     -----------

Net (decrease) increase in cash and cash equivalents                   (23,377)         45,272
Cash and cash equivalents - beginning of period                         93,559          20,757
                                                                   -----------     -----------
Cash and cash equivalents - end of period                             $ 70,182        $ 66,029
                                                                   ===========     ===========

Supplemental cash flow disclosures:
  Income taxes paid                                                   $ 37,686        $ 88,999
  Interest paid:
    Municipal investment and repurchase agreements                    $128,044        $102,293
    Long-term debt                                                      26,194          26,144
</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, 1999 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,  2000 may not be  indicative  of the results
     that may be expected for the year ending  December  31, 2000.  The December
     31, 1999 balance sheet 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. Business segment results are presented gross
     of intersegment transactions, which are not material to each segment.

2.   DIVIDENDS DECLARED
     ------------------
     Dividends declared by the company during the six months ended June 30, 2000
     were $40.3 million.

3.   RECENT ACCOUNTING PRONOUNCEMENTS
     --------------------------------
     In June 1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
     Statement of Financial Accounting Standards 133, "Accounting for Derivative
     Instruments and Hedging  Activities."  (SFAS 133) SFAS 133 is effective for
     all quarters of all fiscal years  beginning after June 15, 2000 (January 1,
     2001 for the company). SFAS 133 requires that all derivative instruments be
     recorded  on the  balance  sheet at their fair  value.  Changes in the fair
     value of  derivatives  are recorded each period in the current  earnings or
     other comprehensive income, depending on whether a derivative is designated
     as  part  of a  hedge  transaction  and,  if  it  is,  the  type  of  hedge
     transaction.  For fair value  hedge  transactions  in which the  company is
     hedging  changes in an  asset's,  liability's,  or firm  commitment's  fair
     value,  changes  in the  fair  value  of  the  derivative  instrument  will
     generally be offset in the income statement by changes in the hedged item's
     fair  value.  For  cash-flow  hedge  transactions  in which the  company is
     hedging the  variability  of cash flows related to a  variable-rate  asset,
     liability,  or a forecasted  transaction,  changes in the fair value of the
     derivative  instrument will be reported in other comprehensive  income. The
     gains and losses on the  derivative  instrument  that are reported in other
     comprehensive  income  will be  reclassified  as  earnings in the period in
     which  earnings  are impacted by the  variability  of the cash flows of the


                                       (7)
<PAGE>


                           MBIA Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Continued)



     hedged item.  The  ineffective  portion of all hedges will be recognized in
     current-period  earnings.  The company is currently  evaluating  the impact
     that the adoption of SFAS 133 will have on its  earnings  and  statement of
     financial position.

4.   UNALLOCATED LOSS RESERVE METHODOLOGY UPDATE
     -------------------------------------------
     The  company   completed  an  update  of  its  unallocated  loss  reserving
     methodology in the first quarter of 1999.  The update  included an analysis
     of loss-reserve  factors based on the latest  available  industry data. The
     company included the analysis of historical default and recovery experience
     for the relevant sectors of the fixed-income  market.  Also factored in was
     the changing mix of the company's  book of business.  The study resulted in
     an increase in the company's quarterly loss provision and a one-time charge
     in the first quarter of 1999 of $153 million to incorporate the new factors
     on the existing insured portfolio.

5.   CAPITAL ASSET WRITE-DOWN
     ------------------------
     Early in 1999,  the company  concluded that its investment in Capital Asset
     was not  consistent  with  its  strategic  objectives  and  took  steps  to
     restructure  it for  divestiture.  As  part of this  process,  the  company
     evaluated the recoverability of its investment in Capital Asset.  Through a
     detailed  valuation  exercise,   management   estimated  the  total  pretax
     impairment  to be $102 million  and,  accordingly,  a  write-down  for that
     amount was recorded in the  consolidated  statement of income as a one-time
     corporate charge during the second quarter of 1999.




                                       (8)
<PAGE>
                           MBIA Inc. and Subsidiaries
                      Management's Discussion and Analysis
                of Financial Condition and Results of Operations



OVERVIEW
--------
MBIA  Inc.  and  Subsidiaries  (the  company)  turned in a solid  quarter  as we
continue to focus on our triple-A ratings,  no-loss underwriting standards,  and
building of shareholder value. We continued our disciplined  approach to pricing
and risk selection  enabling the company to add another  quarter of high quality
future earnings to our balance sheet. Our asset management  business posted very
strong results for the quarter as operating income rose 44%. The company is well
positioned to capitalize on strong  long-term  growth prospects in our insurance
and  investment   management  business  segments  and,   particularly,   in  our
international financial guarantee sector.

FORWARD-LOOKING AND CAUTIONARY STATEMENTS
-----------------------------------------
Statements included in this discussion which are not historical or current facts
are "forward-looking  statements" made pursuant to the safe harbor provisions of
the  Private  Securities  Litigation  Reform Act of 1998.  The words  "believe,"
"anticipate,"  "project,"  "plan," "expect,"  "intend," "will likely result," or
"will continue," and similar expressions  identify  forward-looking  statements.
These statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. We wish to caution readers not to place undue reliance
on any such forward-looking statements,  which speak only as of their respective
dates.  The  following  are some of the factors that could affect our  financial
performance  or could cause actual results to differ  materially  from estimates
contained in or underlying our company's forward-looking statements:

o  fluctuations in the economic, credit or interest rate environment in the
   United States and abroad;
o  level of activity within the national and international credit markets;
o  competitive conditions and pricing levels;
o  legislative and regulatory developments;
o  technological developments;
o  changes in tax laws;
o  the effects of mergers, acquisitions and divestitures; and
o  uncertainties that have not been identified at this time.

Our  company  undertakes  no  obligation  to  publicly  correct  or  update  any
forward-looking  statement  if we later  become  aware that such results are not
likely to be achieved.


                                       (9)
<PAGE>
                           MBIA Inc. and Subsidiaries
                      Management's Discussion and Analysis
          of Financial Condition and Results of Operations (Continued)



RESULTS OF OPERATIONS
---------------------
SUMMARY
The following chart presents  highlights of our consolidated  financial  results
for the second quarter and first six months of 2000 and 1999.
<TABLE>
<CAPTION>

                                                                                          Percent Change
                                                                                     --------------------------
                                                                                     2nd Quarter   Year-to-date
                                                                                     -----------   ------------
                                                  2nd Quarter            June 30        2000           2000
                                              -----------------    ------------------    vs.            vs.
                                               2000       1999       2000      1999     1999           1999
---------------------------------------------------------------------------------------------------------------
<S>                                           <C>        <C>       <C>        <C>       <C>            <C>
Net income (in millions):
 As reported                                  $  129     $   57    $   262    $    66   128%           295%
 Excluding one-time charges                   $  129     $  122    $   262    $   246     6%             6%

Per share data: *
 Net income:
  As reported                                 $ 1.31     $ 0.56    $  2.64    $  0.66   134%           300%
  Excluding one-time charges                  $ 1.31     $ 1.21    $  2.64    $  2.45     8%             8%
  Operating earnings                          $ 1.26     $ 1.16    $  2.51    $  2.34     9%             7%
  Core earnings                               $ 1.20     $ 1.07    $  2.44    $  2.11    12%            16%

 Book value                                                        $ 37.88    $ 35.56                    7%
 Adjusted book value                                               $ 55.58    $ 51.52                    8%
---------------------------------------------------------------------------------------------------------------
</TABLE>
*All earnings per share calculations are diluted.


     Core  earnings,  which exclude the effects of  refundings  and calls on our
insured  issues,  realized  gains and  losses on our  investment  portfolio  and
nonrecurring  charges,  provide the most  indicative  measure of our  underlying
profit.  For the second quarter and first six months of 2000,  core earnings per
share increased 12% and 16%, respectively, over the second quarter and first six
months of 1999,  reflecting strong results in our investment management services
segment and a near breakeven result in our municipal services segment.

     Our second quarter and first six months of 2000 net income and earnings per
share,  excluding one-time charges, grew 6% and 8%, respectively.  Including the
one-time charges,  second quarter net income increased by 128% over 1999 and our
first half net income increased 295% over 1999.

     Operating  earnings per share,  which exclude the impact of realized  gains
and losses and one-time charges, increased by 9% and 7%, respectively,  over the
second quarter and first half of 1999.

     Our book value at June 30,  2000 was $37.88  per share,  up from  $35.56 at
June 30, 1999. 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 net


                                      (10)
<PAGE>
                           MBIA Inc. and Subsidiaries
                      Management's Discussion and Analysis
          of Financial Condition and Results of Operations (Continued)



deferred premium revenue net of deferred acquisition costs, the present value of
unrecorded future  installment  premiums,  and the unrealized gains or losses on
investment contract liabilities. Our adjusted book value per share was $55.58 at
June 30, 2000, an 8% increase from second quarter-end 1999.

The  following  table  presents the  components  of our adjusted  book value per
share:

                                                                  Percent Change
                                 June 30,         June 30,        --------------
                                   2000             1999          2000 vs. 1999
-------------------------------------------------------------------------------
Book value                       $37.88            $35.56              7%
After-tax value of:
    Net deferred premium
     revenue, net of deferred
     acquisition costs            11.04             10.74              3%
    Present value of future
     installment premiums*         5.29              4.33             22%
    Unrealized gain on
     investment contract
     liabilities                   1.37              0.89             54%
-------------------------------------------------------------------------------
Adjusted book value              $55.58            $51.52              8%
-------------------------------------------------------------------------------
*The discount rate used to present value future installment  premiums was 9% for
 both periods.


INSURANCE

The  company's  production  in terms of adjusted  gross  premiums  (AGP),  gross
premiums  written  (GPW) and par  insured  for the second  quarter and first six
months of 2000 and 1999 is presented in the following table:
<TABLE>
<CAPTION>
                                                                            Percent Change
                                                                     --------------------------
                                                                     2nd Quarter   Year-to-date
                                                                     -----------   ------------
                               2nd Quarter           June 30            2000           2000
                              ------------        -------------          vs.            vs.
                              2000    1999        2000     1999         1999           1999
-----------------------------------------------------------------------------------------------
<S>                           <C>     <C>         <C>      <C>           <C>            <C>
Premiums written:
(in millions)
     AGP                      $226    $144        $381     $326          58%            17%
     GPW                      $189    $147        $338     $302          29%            12%

Par insured (in billions)     $ 27    $ 19        $ 42     $ 43          38%           (4)%

</TABLE>

     In the second quarter of 2000,  bond issuance was down  significantly  from
1999  levels.  However,  we were able to  maintain  our pricing  discipline  and
continued to write  business of levels A and above for the period.  As a result,
AGP was up by 58% compared to the second quarter of 1999,  while par insured was
up by only 38%.  AGP  includes  our upfront  premiums  as well as the  estimated
present value of current and future  premiums from  installment-based  insurance
policies issued during the period. GPW, as reported in our financial statements,
primarily  reflects  cash  receipts  and does not  include  the  value of future
premium receipts  expected from installment  policies


                                      (11)
<PAGE>
                           MBIA Inc. and Subsidiaries
                      Management's Discussion and Analysis
          of Financial Condition and Results of Operations (Continued)



originated in the period.  GPW was $189 million,  up 29% over the second quarter
of 1999.

     For the first six  months  of 2000 AGP was up by 17%  compared  to the same
period a year ago,  while par insured  was down by 4%. GPW was $338  million for
the first half of 2000, up 12% over the first half of 1999.

         We estimate the present value of our total future  installment  premium
stream on  outstanding  policies to be $799 million at June 30,  2000,  compared
with $664 million at June 30, 1999.

MUNICIPAL MARKET Domestic new issue municipal market  information and MBIA's par
and premium  writings  in both the new issue and  secondary  domestic  municipal
markets are shown in the following table:
<TABLE>
<CAPTION>
                                                                            Percent Change
                                                                     --------------------------
                                                                     2nd Quarter   Year-to-date
                                                                     -----------   ------------
                               2nd Quarter           June 30            2000           2000
                              ------------        -------------          vs.            vs.
Domestic Municipal            2000    1999        2000     1999         1999           1999
-----------------------------------------------------------------------------------------------
<S>                          <C>      <C>        <C>      <C>           <C>           <C>
Total new issue market:*
  Par value (in billions)    $  45    $ 49       $  81    $ 102         (8)%          (21)%
  Insured penetration          44%     52%         46%      54%
  MBIA market share            35%     26%         29%      24%

MBIA insured:
  Par insured (in billions)  $  11    $  9       $  16    $  18          23%          (14)%
  Premiums (in millions):
   AGP                       $ 104    $ 90       $ 176    $ 186          16%           (5)%
   GPW                       $  95    $ 83       $ 170    $ 176          15%           (3)%
-----------------------------------------------------------------------------------------------
</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.


New issuance was lower in the municipal market,  decreasing by 8% to $45 billion
for the second quarter of 2000,  compared with $49 billion in the second quarter
of 1999. The insured  penetration also decreased in the second quarter to 44% in
2000 from 52% in the second quarter of 1999.  MBIA's market share of insured par
was 35% for the quarter compared with 26% in last year's second quarter. For the
first six months of 2000,  new issuance in the municipal  market was down 21% to
$81 billion  and  insured  penetration  was 46%,  down from 54% last year.  MBIA
captured 29% of the insured  municipal market this year compared with 24% in the
first six months of 1999.

     Somewhat  offsetting  the  lower new issue  market  was a strong  secondary
market, as activity in this market is frequently counter-cyclical to activity in
the new issue market,  and returns tend to be higher. By taking advantage of our
strong  secondary  operations


                                      (12)
<PAGE>
                           MBIA Inc. and Subsidiaries
                      Management's Discussion and Analysis
          of Financial Condition and Results of Operations (Continued)



and some unique  opportunities,  we were able to improve our overall returns and
maintain strong credit quality in the business we wrote.

     MBIA's  domestic  municipal AGP increased by 16% over 1999's second quarter
while par insured  increased by 23%. On a  year-to-date  basis,  par insured was
down 14% while AGP was down only 5%,  significantly  less than the  reduction in
par insured and the market in general.

     Looking  ahead  to the  third  quarter  in  the  municipal  market,  we are
expecting stronger issuance, a better mix of business, and firm pricing.

STRUCTURED  FINANCE MARKET Details regarding the asset-backed  market and MBIA's
par and premium writings in both the domestic new issue and secondary structured
finance markets are shown in the table below:
<TABLE>
<CAPTION>
                                                                            Percent Change
                                                                     --------------------------
                                                                     2nd Quarter   Year-to-date
                                                                     -----------   ------------
                               2nd Quarter           June 30            2000           2000
Domestic                      ------------        -------------          vs.            vs.
Structured Finance            2000    1999        2000     1999         1999           1999
-----------------------------------------------------------------------------------------------
<S>                           <C>     <C>         <C>       <C>          <C>            <C>
Total asset-backed market:*
  Par value (in billions)     $ 59    $ 50        $111      $99          18%            12%

MBIA insured:
  Par written (in billions)   $ 11    $  9        $ 17      $21          21%          (18)%
  Premiums (in millions):
   AGP                        $ 58    $ 42        $ 96      $84          40%            15%
   GPW                        $ 42    $ 36        $ 87      $77          16%            13%
-----------------------------------------------------------------------------------------------
</TABLE>
* Market data exclude mortgage-backed securities and private placements.

     Issuance in the asset backed market  increased 18% over the second  quarter
of 1999.  For the six month  period,  issuance  is up 12%,  still  below what we
expect for the full year. MBIA regained some momentum during the second quarter,
insuring $11 billion of par value,  up 21% compared  with the second  quarter of
last year. AGP was up 40% for the quarter,  again due to our pricing discipline.
For the year par insured was down 18% while AGP was up 15%.

     Credit  quality  improved  modestly  during  the  quarter,  with 40% of the
business written rated A or better.  Looking ahead to the third quarter,  volume
has been picking up and our business prospects look strong.


                                      (13)
<PAGE>
                           MBIA Inc. and Subsidiaries
                      Management's Discussion and Analysis
          of Financial Condition and Results of Operations (Continued)



INTERNATIONAL  MARKET The international  results were up sharply over the second
quarter of 1999.  The  quarterly  mix of business  included  several  very large
deals,  and a good  diversification  by bond  type and by  country.  During  the
quarter 86% of international  business insured was rated A or above, up from 82%
in the first  quarter of the year.  For the first half of 2000  global CDO deals
dominated the mix of business, followed by CDO volume from Europe and Australia.
Our municipal and structured  finance  international  business volume in the new
issue and secondary  markets for the second quarter and first six months of 2000
and 1999 are illustrated as follows:
<TABLE>
<CAPTION>
                                                                               Percent Change
                                                                        --------------------------
                                                                        2nd Quarter   Year-to-date
                                                                        -----------   ------------
                                  2nd Quarter           June 30            2000           2000
                                 ------------        -------------          vs.            vs.
International                    2000    1999        2000     1999         1999           1999
-----------------------------------------------------------------------------------------------
<S>                              <C>     <C>        <C>       <C>           <C>            <C>
   Par insured (in billions)     $  6    $  2       $   9     $  5          177%           93%
   Premiums (in millions):
    AGP                          $ 64    $ 12       $ 109     $ 55          423%           97%
    GPW                          $ 51    $ 27       $  82     $ 49           90%           65%
-----------------------------------------------------------------------------------------------
</TABLE>



International  par insured  was up 177% to $6 billion in the second  quarter and
AGP was $64 million,  up over 400%. For the six month period par and AGP were up
93% and 97%,  respectively,  as we have reported almost as much AGP in the first
six months of 2000 as we did for the entire year of 1999.

     On March 21, 2000 the  company  and Ambac  Financial  Group,  Inc.  (Ambac)
announced the restructuring of the international joint marketing and reinsurance
arrangements  that  have been in place  since  1995  with the  formation  of the
MBIA-AMBAC  International  joint  venture.  The company and Ambac will  continue
having  reciprocal  reinsurance and surveillance  arrangements for international
business  in  2000.  The  companies  will  market  and  originate  international
financial  guarantee insurance  independently.  The restructuring did not affect
business  conducted in Japan where the market for  financial  guarantees is just
beginning  to develop.  The  companies  will  continue  to market and  originate
transactions  jointly under the original  arrangement  in Japan.  We believe the
decision  to  dissolve  the  MBIA/AMBAC  joint  venture is working  better  than
expected for both parties.


Reinsurance  Premiums ceded to reinsurers from all insurance operations were $62
million  and $35 million in the second  quarter of 2000 and 1999,  respectively.
Cessions as a percentage of GPW  increased to 33% in 2000 from 24% in 1999.  For
the first six  months of 2000 we have ceded 31% of GPW,  slightly  less than the
32% we ceded in last year's first half.


                                      (14)
<PAGE>
                           MBIA Inc. and Subsidiaries
                      Management's Discussion and Analysis
          of Financial Condition and Results of Operations (Continued)



     Reinsurance  is a very good capital  source for MBIA. It allows us to write
better  quality,  better  return  business,  and yet stay within our very strict
single risk and credit guidelines. We have continued the initiative begun in the
fourth quarter of 1998 as we focused on reducing  larger single risks across the
portfolio.

     Most of our  reinsurers are rated Double-A or higher by S&P, or Single-A or
higher by A. M. Best Co.  Although we remain liable for all reinsured  risks, we
are confident that we will recover the reinsured  portion of any losses,  should
they occur.

PREMIUMS  EARNED  The  composition  of  MBIA's  premiums  earned in terms of its
scheduled and refunded components is illustrated below:
<TABLE>
<CAPTION>
                                                                               Percent Change
                                                                        --------------------------
                                                                        2nd Quarter   Year-to-date
                                                                        -----------   ------------
                                  2nd Quarter            June 30            2000           2000
                                 ------------         -------------          vs.            vs.
In millions                      2000    1999         2000     1999         1999           1999
--------------------------------------------------------------------------------------------------
<S>                             <C>     <C>          <C>      <C>             <C>           <C>
Premiums earned:
   Scheduled                    $ 100   $  92        $ 202    $ 181           9%            11%
   Refunded                         9      15           12       38        (40)%          (68)%
--------------------------------------------------------------------------------------------------
Total                           $ 109   $ 107        $ 214    $ 219           2%           (2)%
--------------------------------------------------------------------------------------------------
</TABLE>


     Premiums are recognized over the life of the bonds we insure.  The extended
premium  recognition  coupled with compounding  investment income from investing
our premiums and capital form a solid foundation for consistent  revenue growth.
In the  second  quarter  and  first  six  months of 2000  premiums  earned  from
scheduled amortization  increased by 9% and 11%,  respectively,  over the second
quarter  and  first six  months of 1999,  indicating  that the  benefits  of the
increased pricing strategy established in early 1999 are beginning to emerge.

     Refunded premiums earned declined significantly this year compared with the
second quarter of 1999, reflecting the higher interest rate environment. When an
MBIA-insured  bond issue is refunded  or retired  early,  the  related  deferred
premium revenue is earned  immediately.  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.

INVESTMENT INCOME Our insurance-related investment income (exclusive of realized
gains)  increased 12% to $99 million in the second  quarter of 2000, up from $89
million  in the  second  quarter  of  1999.  In the  first  six  months  of 2000
investment  income is up 10% over 1999.  This  increase was  primarily  due to a
shift in the investment  portfolio from tax-exempt to taxable  investments,  and
the growth of cash flow available for investment.  Our cash flows were generated
from  operations  and  the  compounding  of  previously  earned  and  reinvested
investment income.


                                      (15)
<PAGE>
                           MBIA Inc. and Subsidiaries
                      Management's Discussion and Analysis
          of Financial Condition and Results of Operations (Continued)



ADVISORY  FEES The company  collects  fee revenues in  conjunction  with certain
structured finance transactions. Fees are generally deferred and earned over the
life of the related  transactions.  In the second quarter of 2000,  advisory fee
revenues decreased 5% to $6 million from $7 million. This decrease was primarily
due to the non-deferrable  type of fees recognized during the quarter.  Advisory
fees are up 23% for the first six  months  of 2000  compared  with the first six
months of 1999.

LOSSES AND LOSS  ADJUSTMENT  EXPENSES  (LAE) We maintain a loss reserve based on
our  estimate of  unidentified  losses from our insured  obligations.  The total
reserve  is  calculated  by  applying  a risk  factor  based  on a study of bond
defaults to net debt service  written.  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 based on estimates,  and there can be
no assurance that any ultimate liability will not exceed such estimates.

     In 1999,  we completed  an update of our loss  reserving  methodology.  The
update  included  an  analysis  of  loss-reserve  factors  based  on the  latest
available  industry  data.  We included the analysis of  historical  default and
recovery  experience for the relevant sectors of the fixed-income  market.  Also
factored in was the changing mix of our book of business.  The study resulted in
an increase in our company's  loss  reserving  factors and a one-time  charge of
$153 million in the first quarter of 1999, to incorporate the new factors on the
existing insured portfolio.

     The following table shows the  case-specific,  reinsurance  recoverable and
unallocated  components  of our total  loss and LAE  reserves  at the end of the
second  quarter of 2000 and 1999,  as well as our loss  provision for the second
quarter of 2000 and 1999:
<TABLE>
<CAPTION>
                                                                        Percent Change
                                                June 30,    June 30,    --------------
In millions                                       2000        1999       2000 vs. 1999
--------------------------------------------------------------------------------------
<S>                                               <C>         <C>            <C>
Case-specific:
 Gross                                            $199        $217           (8)%
 Reinsurance recoverable on unpaid losses           27          30           (9)%
--------------------------------------------------------------------------------------
Net case reserves                                  172         187           (8)%
Unallocated                                        244         242            1 %
--------------------------------------------------------------------------------------
Net loss and LAE reserves                         $416        $429           (3)%

Provision                                         $ 14        $ 10            34%
</TABLE>


                                      (16)
<PAGE>
                           MBIA Inc. and Subsidiaries
                      Management's Discussion and Analysis
          of Financial Condition and Results of Operations (Continued)



OPERATING  EXPENSES 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 insurance  operating  expenses,  as well as related
expense ratios, are shown below:
<TABLE>
<CAPTION>
                                                                               Percent Change
                                                                        --------------------------
                                                                        2nd Quarter   Year-to-date
                                                                        -----------   ------------
                                  2nd Quarter            June 30            2000           2000
                                 ------------         -------------          vs.            vs.
In millions                      2000    1999         2000     1999         1999           1999
--------------------------------------------------------------------------------------------------
<S>                              <C>     <C>          <C>      <C>                         <C>
Policy acquisition costs, net    $  9    $  9         $ 17     $ 18          ---           (6)%
Operating                          21      20           41       38           6%             6%
                                 -----------------------------------------------------------------
Total insurance
 operating expenses              $ 30    $ 29         $ 58     $ 56           2%             2%

Expense ratio:
 GAAP                           27.5%   27.4%        27.1%    25.8%
 Statutory                      19.7%   24.4%        20.3%    22.8%
--------------------------------------------------------------------------------------------------
</TABLE>


     For the second quarter of 2000,  policy  acquisition costs net of deferrals
remained  consistent  with the  second  quarter  of 1999.  The  ratio of  policy
acquisition costs net of deferrals to earned premiums  decreased to 8.0% for the
second  quarter of 2000 compared with 8.6% for the comparable  1999 period.  For
the first half of 2000, policy  acquisition costs net of deferrals  decreased 6%
to $17 million  compared with the first six months of 1999.  The ratio of policy
acquisition costs net of deferrals to earned premiums  decreased to 8.1% for the
first half of 2000 compared with 8.4% for the comparable 1999 period.

     Operating  expenses  increased 6% over the second quarter and the first six
months of 1999. Total insurance  operating  expenses increased modestly over the
second quarter and the first half of 1999,  reflecting  the company's  increased
emphasis on expense management.

Financial   guarantee  insurance  companies  use  the  statutory  expense  ratio
(expenses  before  deferrals  divided by net  premiums  written) as a measure of
expense management. Our company's second quarter 2000 statutory expense ratio of
19.7% is  significantly  below the second quarter 1999 ratio of 24.4%.  The GAAP
expense ratio remained  relatively flat with the second quarter of 1999. For the
first six months of 2000 the statutory  expense ratio of 20.3% is also below the
comparable 1999 period ratio of 22.8%.

INSURANCE  INCOME The company's  insurance income of $171 million for the second
quarter  of 2000  increased  5% over the second  quarter of 1999.  For the first
half, insurance income,  excluding the one-time pre-tax charge of $152.7 million
in 1999 to increase  loss  reserves,  rose 3 percent to $343  million  from $331
million a year ago.


                                      (17)

<PAGE>
                           MBIA Inc. and Subsidiaries
                      Management's Discussion and Analysis
          of Financial Condition and Results of Operations (Continued)



INVESTMENT MANAGEMENT SERVICES

In 1998 after our merger with 1838 Investment Advisors, Inc. (1838), the company
formed a holding company, MBIA Asset Management Corporation,  to consolidate the
resources and capabilities of our four investment management services. The table
below summarizes our consolidated  investment  management results for the second
quarter and first six months of 2000 and 1999:
<TABLE>
<CAPTION>
                                                                               Percent Change
                                                                        --------------------------
                                                                        2nd Quarter   Year-to-date
                                                                        -----------   ------------
                                  2nd Quarter            June 30            2000           2000
                                 ------------         -------------          vs.            vs.
In millions                      2000    1999         2000     1999         1999           1999
--------------------------------------------------------------------------------------------------
<S>                              <C>     <C>          <C>      <C>           <C>            <C>
Revenues                         $ 29    $ 20         $ 56     $ 40          43%            41%
Expenses                           15      10           29       21          41%            39%
--------------------------------------------------------------------------------------------------
Income                           $ 14    $ 10         $ 27     $ 19          44%            43%
</TABLE>


     The  success  of the  merger  with  1838  is  reflected  in the  investment
management  services operating results,  with consolidated  revenues up 43% over
the second  quarter of 1999,  while  expenses were up slightly less at 41%. As a
result,  operating  income  increased by 44% for the second quarter of 2000 over
the same period in 1999.  We ended the  quarter  with over $34 billion in assets
under management, up 24% from June 30, 1999.

     MBIA Asset  Management  Corporation  is comprised of 1838,  MBIA  Municipal
Investors Service Corp. (MBIA-MISC),  MBIA Investment Management Corp. (IMC) and
MBIA Capital Management Corp. (CMC). The following provides a summary of each of
these businesses:

1838 is a full-service asset management firm with a strong  institutional focus.
It manages over $14 billion in equity,  fixed-income and balanced portfolios for
a client base comprised of municipalities,  endowments,  foundations,  corporate
employee benefit plans and high-net-worth individuals.

MBIA-MISC   provides  cash  management,   investment  fund   administration  and
fixed-rate  investment  placement  services  directly to local  governments  and
school   districts.   MBIA-MISC   is  a  Securities   and  Exchange   Commission
(SEC)-registered  investment  adviser and at June 30,  2000 had $7.5  billion in
assets under management, up 13% over June 30, 1999.

IMC provides state and local governments with tailored investment agreements for
bond proceeds and other public funds,  such as construction,  loan  origination,
capitalized interest and debt service reserve funds. At June 30, 2000, principal
and accrued interest  outstanding on investment and repurchasing  agreements was
$4.5 billion,  compared  with $3.9 billion at June 30, 1999. At amortized  cost,
the assets  supporting  IMC's  investment  agreements were $4.7 billion and $4.0
billion at June 30, 2000 and


                                      (18)
<PAGE>
                           MBIA Inc. and Subsidiaries
                      Management's Discussion and Analysis
          of Financial Condition and Results of Operations (Continued)



1999.  These assets are  comprised of  high-quality  securities  with an average
credit quality rating of Double-A.

     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  2000,  our exposure to  derivative  financial
instruments was not material.


CMC  is  an  SEC-registered  investment  adviser  and  National  Association  of
Securities  Dealers member firm. CMC specializes in fixed-income  management for
institutional  funds  and  provides  investment  management  services  for IMC's
investment  agreements,  MBIA-MISC's  municipal cash management programs and the
company's  insurance  related  portfolios.  At June 30, 2000,  CMC's third party
assets under management were $1.8 billion compared with $1.6 billion at June 30,
1999.

MUNICIPAL SERVICES

MBIA  MuniServices  Company  (MBIA  MuniServices)(formerly  known  as  Strategic
Services,  Inc.) was  established  in 1996 as part of the company's  strategy to
broaden its product offerings to its core clients,  leveraging its relationships
and  presence  as a leading  provider  of  products  and  services to the public
sector. During 1999, the company completed a reorganization of the operations of
two of its  subsidiaries,  Municipal  Tax Bureau  (MTB) and  Municipal  Resource
Consultants (MRC). With the reorganization complete, this business, operating as
MBIA MuniServices, is now focused on delivering revenue enhancement services and
products to public-sector  clients nationwide,  consisting of discovery,  audit,
collections/recovery, enforcement and information (data) services. The Municipal
Services segment also includes Capital Asset Holdings,  Inc.  (Capital Asset), a
servicer of delinquent tax certificates.

     In the second quarter of 2000 the municipal  services  operations lost $0.1
million  compared with a loss of $3 million  during the same period of 1999. For
the first half of 2000, municipal services reported a $0.5 million loss compared
with a loss of $10 million in the comparable 1999 period.


CORPORATE

NET REALIZED  GAINS Net realized  gains were $7 million in the second quarter of
2000, the same as in the second quarter of 1999. For the first half of 2000, net
realized  gains were $19 million  compared  with $17  million in the  comparable
1999 period.

INTEREST  EXPENSE In the second  quarter of 2000,  we  incurred  $13  million of
interest expense,  the same as in the second quarter of 1999. For the first half
of 2000,  interest  expense  was $27  million,  the same as in the first half of
1999.


                                      (19)
<PAGE>
                           MBIA Inc. and Subsidiaries
                      Management's Discussion and Analysis
          of Financial Condition and Results of Operations (Continued)



OTHER EXPENSES Other expenses were comprised primarily of non-insurance goodwill
amortization and general corporate overhead. In the second quarter of 2000 other
expenses were $5 million,  the same as the comparable 1999 period. For the first
half of 2000,  other  expenses were $8 million,  slightly  higher than the first
half of 1999.

ONE-TIME  CORPORATE  CHARGES In the second  quarter of 1999  one-time  corporate
charges  were  comprised  of a $102  million  charge for the  write-down  of the
carrying value of the company's investment in Capital Asset and the value of the
loans provided by the company to Capital Asset,  as well as a $3 million loss on
the sale of MuniFinancial.


TAXES

Our  tax  policy  is  to  optimize  our  after-tax  income  by  maintaining  the
appropriate mix of taxable and tax-exempt investments.  However, we will see our
tax rate fluctuate from time-to-time as we manage our investment  portfolio on a
total return basis. Our effective tax rate has increased over last year's second
quarter  primarily  due to a shift  from  tax-exempt  investments  into  taxable
investments.


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 June 30, 2000, our total shareholders' equity was $3.7
billion,  with total long-term borrowings at $589 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 the ratio we use to measure it:

                                      June 30,                   December 31,
                                        2000                         1999
--------------------------------------------------------------------------------
Long-term debt (in millions)            $589                         $689
Long-term debt to total capital           14%                          16%



         In July 1999,  the Board of Directors  authorized the repurchase of 7.5
million shares of common stock of the company.  The company began the repurchase
program  in the fourth  quarter of 1999.  As of June 30,  2000 the  company  has
repurchased a total of 2,090,200 shares at an average price of $46.03.


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<PAGE>
                           MBIA Inc. and Subsidiaries
                      Management's Discussion and Analysis
          of Financial Condition and Results of Operations (Continued)



     In addition,  our insurance company has a $900 million  irrevocable standby
line of credit  facility with a group of major  Triple-A  Rated 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 October 31, 2006, and,
subject to approval by the banks,  may be renewed annually to extend the term to
seven years  beyond the renewal  date.  Our  insurance  company  also  maintains
stop-loss  reinsurance  coverage of $175 million in excess of incurred losses of
$700 million.

     At quarter end,  total  claims-paying  resources for our insurance  company
stood at $8.8 billion, an 8% increase over second quarter-end 1999.


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  the  insurance
company,  which  generates  substantial  cash flow  from  premium  writings  and
investment  income. In the first half of 2000,  operating cash flow totaled $276
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.  During the second quarter of 2000
our  insurance  company  paid  dividends of $14 million and at June 30, 2000 had
dividend capacity in excess of $60 million without special regulatory approval.

     The company has significant liquidity supporting its businesses. At the end
of the second  quarter of 2000,  cash  equivalents  and  short-term  investments
totaled $364 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  selling or pledging our
fixed-income  investments  from  our  investment  portfolio,   tapping  existing
liquidity facilities and new borrowings.

     The company has substantial  external borrowing  capacity.  We maintain two
short-term bank lines totaling $650 million with a group of worldwide  banks. At
June 30, 2000, there were no balances outstanding under these lines.

     The 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 June 30, 2000,  the fair value of our  consolidated
investment portfolio was $11.0 billion, as shown below:


                                      (21)
<PAGE>
                           MBIA Inc. and Subsidiaries
                      Management's Discussion and Analysis
          of Financial Condition and Results of Operations (Continued)


<TABLE>
<CAPTION>

                                           June 30,          December 31,           Percent Change
In millions                                  2000                1999                2000 vs. 1999
---------------------------------------------------------------------------------------------------
<S>                                       <C>                 <C>                        <C>
Insurance operations:
 Amortized cost                           $ 6,622             $ 6,427                      3%
 Unrealized loss                             (162)               (223)                  (27)%
---------------------------------------------------------------------------------------------------
Fair value                                $ 6,460             $ 6,204                      4%
---------------------------------------------------------------------------------------------------

Municipal investment
 Agreements:
 Amortized cost                           $ 4,658             $ 4,584                      2%
 Unrealized loss                              (81)                (94)                  (15)%
---------------------------------------------------------------------------------------------------
Fair value                                $ 4,577             $ 4,490                      2%
---------------------------------------------------------------------------------------------------
Total portfolio at fair value             $11,037             $10,694                      3%
</TABLE>

     The growth of our  insurance-related  investments in 2000 was the result of
positive  cash flows.  The fair value of  investments  related to our  municipal
investment agreement business has increased to $4.6 billion from $4.5 billion at
December 31, 1999.

     The 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.
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.


                                      (22)
<PAGE>
PART  II  -  OTHER INFORMATION

Item 4.      Submission of Matters to a Vote of Security Holders
             ---------------------------------------------------

             The  following  matters  were voted  upon at the Annual  Meeting of
             Shareholders  of the company held on May 11, 2000, and received the
             votes set forth below:

             1: The proposal to adopt the  company's  2000 Stock Option Plan was
                adopted, with 76,599,008 votes in favor, 4,873,671 votes against
                and 408,153 votes abstaining.

             2: The proposal to ratify the appointment by the Board of Directors
                of PricewaterhouseCoopers  LLP, certified public accountants, as
                independent  auditors  for the  company  for the  year  2000 was
                adopted,  with 81,483,135 votes in favor,  184,107 votes against
                and 213,590 votes abstaining.

Item 6.      Exhibits and Reports on Form 8-K
             --------------------------------
             (a)  Exhibits

                  11.    Computation of Earnings Per Share Assuming 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.














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<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 11, 2000                           /s/  Neil G. Budnick
         -------------------                      -----------------------------
                                                  Neil G. Budnick
                                                  Chief Financial Officer




Date:     August 11, 2000                           /s/ Douglas C. Hamilton
         -------------------                      ------------------------------
                                                  Douglas C. Hamilton
                                                  Controller
                                                  (Principal Accounting Officer)













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