MBIA INC
10-Q, 2000-11-14
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 September 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 November 3, 2000 there were outstanding 98,348,769 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 - September 30, 2000
           and December 31, 1999                                               3

         Consolidated Statements of Income - Three months and
           nine months ended September 30, 2000 and 1999                       4

         Consolidated Statement of Changes in Shareholders' Equity
           -  Nine months ended September 30, 2000                             5

         Consolidated Statements of Cash Flows
           -  Nine months ended September 30, 2000 and 1999                    6

         Notes to Consolidated Financial Statements                        7 - 9


Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                           10 - 25



PART II  OTHER INFORMATION, AS APPLICABLE

Item 6.  Exhibits and Reports on Form 8-K                                     26


SIGNATURES                                                                    27






                                       (2)
<PAGE>

                                          MBIA INC. AND SUBSIDIARIES
                                    CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                                (Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
                                                                        SEPTEMBER 30, 2000     DECEMBER 31, 1999
                                                                        -------------------   ------------------
<S>                                                                         <C>                   <C>
               ASSETS
Investments:
  Fixed-maturity securities held as available-for-sale
   at fair value (amortized cost $6,313,513 and $6,006,506)                  $ 6,227,701           $ 5,783,979
  Short-term investments, at amortized cost
   (which approximates fair value)                                               365,760               274,022
  Other investments                                                              117,107               146,038
                                                                            ------------          ------------
                                                                               6,710,568             6,204,039
  Municipal investment agreement portfolio held as available-for-sale
   at fair value (amortized cost $4,995,661 and $4,583,920)                    4,952,547             4,489,551
                                                                            ------------          ------------
    TOTAL INVESTMENTS                                                         11,663,115            10,693,590

Cash and cash equivalents                                                         80,716                93,559
Securities borrowed or purchased under agreements to resell                      202,624               261,171
Accrued investment income                                                        139,475               135,344
Deferred acquisition costs                                                       262,664               251,922
Prepaid reinsurance premiums                                                     442,484               403,210
Reinsurance recoverable on unpaid losses                                          27,572                30,819
Goodwill (less accumulated amortization of $65,797 and $68,388)                  104,997               110,023
Property and equipment, at cost (less accumulated depreciation
   of $58,344 and $50,469)                                                       132,004               128,733
Receivable for investments sold                                                   63,073                24,922
Other assets                                                                     101,759               130,606
                                                                            ------------          ------------
    TOTAL ASSETS                                                             $13,220,483           $12,263,899
                                                                            ============          ============
               Liabilities and Shareholders' Equity
Liabilities:
  Deferred premium revenue                                                   $ 2,373,173           $ 2,310,758
  Loss and loss adjustment expense reserves                                      455,747               467,279
  Municipal investment agreements                                              3,728,247             3,483,911
  Municipal repurchase agreements                                                909,733             1,028,921
  Long-term debt                                                                 589,277               689,204
  Short-term debt                                                                145,426                68,751
  Securities loaned or sold under agreements to repurchase                       202,624               288,750
  Deferred income taxes                                                          135,796                32,805
  Deferred fee revenue                                                            34,079                36,536
  Payable for investments purchased                                              467,881               102,666
  Other liabilities                                                              284,734               241,217
                                                                            ------------          ------------
    TOTAL LIABILITIES                                                          9,326,717             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 -- 100,518,040 and 100,072,846                                  100,518               100,073
  Additional paid-in capital                                                   1,206,786             1,191,108
  Retained earnings                                                            2,818,471             2,486,478
  Accumulated other comprehensive loss, net of
   deferred income tax benefit of $(49,084) and $(112,920)                      (117,655)             (224,511)
  Unallocated ESOP shares                                                         (3,297)               (4,363)
  Unearned compensation--restricted stock                                         (7,642)               (9,986)
  Treasury stock -- 2,200,922 shares in 2000 and 520,722 shares in 1999         (103,415)              (25,698)
                                                                            ------------          ------------
    TOTAL SHAREHOLDERS' EQUITY                                                 3,893,766             3,513,101
                                                                            ------------          ------------
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                               $13,220,483           $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                NINE MONTHS ENDED
                                                                      SEPTEMBER 30                     SEPTEMBER 30
                                                            ---------------------------------------------------------------
                                                                 2000            1999              2000           1999
                                                            ------------    -------------      ------------    ------------
<S>                                                            <C>              <C>               <C>             <C>
Insurance
  Revenues:
    Gross premiums written                                     $172,010         $152,749          $510,142        $454,476
    Ceded premiums                                              (49,221)         (33,029)         (153,997)       (128,381)
                                                            ------------    -------------      ------------    ------------
      Net premiums written                                      122,789          119,720           356,145         326,095
    (Increase) decrease in deferred premium revenue              (9,636)          (9,581)          (29,136)          3,372
                                                            ------------    -------------      ------------    ------------
      Premiums earned (net of ceded premiums of
        $42,720, $30,681, $114,723, and $88,868)                113,153          110,139           327,009         329,467
    Net investment income                                        99,746           90,722           294,588         267,348
    Advisory fees                                                 6,562            7,353            20,756          18,868
                                                            ------------    -------------      ------------    ------------
      Total insurance revenues                                  219,461          208,214           642,353         615,683

  Expenses:
  Losses and loss adjustment                                     13,873           14,629            36,195         186,798
  Policy acquisition costs, net                                   9,166            9,192            26,488          27,616
  Operating                                                      20,591           19,567            61,266          57,780
                                                            ------------    -------------      ------------    ------------
      Total insurance expenses                                   43,630           43,388           123,949         272,194
                                                            ------------    -------------      ------------    ------------
  Insurance income                                              175,831          164,826           518,404         343,489
                                                            ------------    -------------      ------------    ------------

Investment management services
  Revenues                                                       31,303           22,436            87,124          62,079
  Expenses                                                       16,300           11,754            45,070          32,483
                                                            ------------    -------------      ------------    ------------
  Investment management services income                          15,003           10,682            42,054          29,596
                                                            ------------    -------------      ------------    ------------

Municipal services
  Revenues                                                        9,729            6,486            28,664          16,475
  Expenses                                                        9,601            8,166            29,030          28,549
                                                            ------------    -------------      ------------    ------------
  Municipal services income (loss)                                  128           (1,680)             (366)        (12,074)
                                                            ------------    -------------      ------------    ------------

Corporate
  Net realized gains                                              5,728            6,372            25,038          23,327
  Interest expense                                               13,426           13,446            40,277          40,439
  Other expenses                                                  5,771            6,576            14,172          13,386
  One-time corporate charges                                        ---              ---               ---         105,023
                                                            ------------    -------------      ------------    ------------
  Corporate loss                                                (13,469)         (13,650)          (29,411)       (135,521)
                                                            ------------    -------------      ------------    ------------

  Income before income taxes                                    177,493          160,178           530,681         225,490

  Income tax provision                                           46,779           32,768           138,254          31,867
                                                            ------------    -------------      ------------    ------------

  Net income                                                   $130,714         $127,410          $392,427        $193,623
                                                            ============    =============      ============    ============

  Net income per common share:
    Basic                                                      $   1.33         $   1.28          $   3.98        $   1.94
    Diluted                                                    $   1.32         $   1.27          $   3.96        $   1.93

  Weighted average number of common shares
    outstanding:
    Basic                                                    98,177,222       99,728,806        98,532,263      99,649,465
    Diluted                                                  98,869,034      100,485,382        99,153,582     100,511,701
</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 NINE MONTHS ENDED SEPTEMBER 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                                 ---         ---            ---      392,427             ---
   Other comprehensive income:
     Change in unrealized
      depreciation of investments
      net of change in deferred
      income taxes of $(63,836)               ---         ---            ---          ---         118,230
     Change in foreign currency
      translation                             ---         ---            ---          ---         (11,374)
      Other comprehensive income
Total comprehensive income

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

Exercise of stock options                     443         443         15,722          ---             ---

Unallocated ESOP shares                       ---         ---            (43)         ---             ---

Unearned compensation-
   restricted stock                             2           2             (1)         ---             ---

Dividends (declared and paid per
   common share $0.615)                       ---         ---            ---      (60,434)            ---
                                       ----------   ---------   ------------   -----------   -------------
Balance, September 30, 2000               100,518    $100,518     $1,206,786   $2,818,471       $(117,655)
                                       ==========   =========   ============   ===========   =============

<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                                    ---             ---        ---         ---      392,427
   Other comprehensive income:
     Change in unrealized
      depreciation of investments
      net of change in deferred
      income taxes of $(63,836)                  ---             ---        ---         ---      118,230
     Change in foreign currency
      translation                                ---             ---        ---         ---      (11,374)
                                                                                              ------------
      Other comprehensive income                                                                 106,856
                                                                                              ------------
Total comprehensive income                                                                       499,283
                                                                                              ------------
Treasury shares acquired                         ---             ---     (1,680)    (77,717)     (77,717)

Exercise of stock options                        ---             ---        ---         ---       16,165

Unallocated ESOP shares                        1,066             ---        ---         ---        1,023

Unearned compensation-
   restricted stock                              ---           2,344        ---         ---        2,345

Dividends (declared and paid per
   common share $0.615)                          ---             ---        ---         ---      (60,434)
                                       --------------  --------------  ---------  ---------- -------------
Balance, September 30, 2000                  $(3,297)        $(7,642)    (2,201)  $(103,415)  $3,893,766
                                       ==============  ==============  =========  ========== =============

</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           $123,210
  Reclassification of adjustment,
    net of taxes                                (4,980)
                                            -----------
  Net unrealized appreciation,
    net of taxes                              $118,230
                                            ===========

                                    (5)

<PAGE>

                           MBIA INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                        NINE MONTHS ENDED
                                                                          SEPTEMBER 30
                                                                  --------------------------
                                                                      2000           1999
                                                                  -----------    -----------
<S>                                                                  <C>            <C>
Cash flows from operating activities:
  Net income                                                         $392,427       $193,623
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    (Increase) decrease in accrued investment income                   (4,131)         4,519
    Increase in deferred acquisition costs                            (10,742)       (14,862)
    Increase in prepaid reinsurance premiums                          (39,274)       (39,513)
    Increase in deferred premium revenue                               68,410         36,141
    (Decrease) increase in loss and loss adjustment
      expense reserves, net                                            (8,285)       172,250
    Depreciation                                                        7,875          8,128
    Amortization of goodwill                                            5,026          5,308
    Amortization of bond discount, net                                (23,395)       (17,036)
    Net realized gains on sale of investments                         (25,038)       (23,327)
    Deferred income tax provision (benefit)                            39,244        (92,910)
    Other, net                                                         64,889         56,730
                                                                  -----------    -----------
    Total adjustments to net income                                    74,579         95,428
                                                                  -----------    -----------
    Net cash provided by operating activities                         467,006        289,051
                                                                  -----------    -----------

Cash flows from investing activities:
  Purchase of fixed-maturity securities, net
    of payable for investments purchased                           (5,315,817)    (5,176,721)
  Sale of fixed-maturity securities, net of
    receivable for investments sold                                 4,812,997      4,703,037
  Redemption of fixed-maturity securities, net of
    receivable for investments redeemed                               201,665        230,353
  (Purchase) sale of short-term investments, net                      (53,879)        96,774
  Sale of other investments, net                                       24,262         19,372
  Purchases for municipal investment agreement
    portfolio, net of payable for investments purchased            (3,977,524)    (1,698,886)
  Sales from municipal investment agreement
    portfolio, net of receivable for investments sold               3,887,185      1,170,459
  Capital expenditures, net of disposals                              (11,185)       (31,293)
  Other, net                                                            9,149          3,547
                                                                  -----------    -----------
    Net cash used by investing activities                            (423,147)      (683,358)
                                                                  -----------    -----------

Cash flows from financing activities:
  Net repayment from retirement of short-term debt                    (23,300)            --
  Dividends paid                                                      (60,680)       (59,820)
  Purchase of treasury stock                                          (77,717)       (17,325)
  Proceeds from issuance of municipal investment
    and repurchase agreements                                       1,797,249      1,801,514
  Payments for drawdowns of municipal investment
    and repurchase agreements                                      (1,680,840)    (1,276,900)
  Securities loaned or sold under agreements to repurchase, net       (27,579)       (12,271)
  Exercise of stock options                                            16,165         12,371
                                                                  -----------    -----------
    Net cash (used) provided by financing activities                  (56,702)       447,569
                                                                  -----------    -----------

Net (decrease) increase in cash and cash equivalents                  (12,843)        53,262
Cash and cash equivalents - beginning of period                        93,559         20,757
                                                                  -----------    -----------
Cash and cash equivalents - end of period                            $ 80,716       $ 74,019
                                                                  ===========    ===========

Supplemental cash flow disclosures:
  Income taxes paid                                                  $ 70,616       $131,491
  Interest paid:
    Municipal investment and repurchase agreements                   $190,208       $151,379
    Long-term debt                                                     39,825         40,339
</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 nine  months  ended  September  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 nine months ended  September
     30, 2000 were $60.4 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 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  transactions  in which the company is hedging  fair value,  changes in
     assets and liabilities will 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 to the extent that the hedges are effective as defined
     by the risk management  strategies.  The ineffective  portion of all hedges
     will be recognized in current-period earnings.

     The company initiated a project to implement SFAS 133 and ensure compliance
     with the  standard.  The goal of the project is to complete an

                                       (7)
<PAGE>

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



     inventory of all existing  derivatives,  review valuation  methodologies by
     type  of  derivative,   review  risk  management  hedging  strategies,  and
     implement the appropriate procedures and systems.

     Various   entities   within  the  company  have  entered  into   derivative
     transactions. In relation to the insurance subsidiaries,  certain insurance
     policies  were  issued  that did not  qualify  for the  Financial  Guaranty
     exclusion.  The derivatives insured by the insurance  subsidiaries  consist
     primarily of credit  default  swaps,  total return swaps and credit  linked
     notes.  Additionally,   certain  investment  management  subsidiaries  have
     entered  into  interest  rate swaps and credit  default  swaps for economic
     hedging and other  purposes.  MBIA Inc.  has also  entered into an interest
     rate  swap for  cashflow  hedging  purposes.  All such  derivatives  are in
     accordance with the company's risk management guidelines.

     The company is in the process of evaluating the impact the adoption of SFAS
     133 on the  company's  earnings and  statement of financial  position.  The
     company is also currently in the process of evaluating  hedging  strategies
     and valuation  methods,  which is scheduled to be completed by December 31,
     2000.

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.

6.   Stock Repurchase Plan
     ---------------------
     In the third  quarter of 1999,  the company began  acquiring  shares of its
     common stock in  connection  with its stock  repurchase  plan  announced in
     August  1999.  The plan  authorizes  the  company to  repurchase  up to 7.5
     million of outstanding common shares. For the first nine months of 2000 and
     1999,  the company  purchased 1.7 million and 0.4 million  shares of common

                                   (8)

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



     stock  at  an  aggregate   cost  of  $77.7   million  and  $17.3   million,
     respectively.  The company will only  repurchase  shares under this program
     when it is  economically  attractive  and  within  the  constraints  of the
     company's Triple-A claims-paying ratings.

7.   Subsequent Event
     ----------------
     On November 13, 2000,  the company sold 175 million  Swiss Franc notes that
     will mature on June 15, 2010.  The issue,  which  carries a coupon of 4.5%,
     will be  swapped  into  a U.S.  dollar  obligation  of  approximately  $100
     million.  Proceeds of the issue will be used for general corporate purposes
     and for the  repayment  of the  company's  $100  million 9% notes  maturing
     February 15, 2001. The issue was rated Aa2 by Moody's Investors Service, AA
     by Standard & Poor's Ratings Services and AA by Fitch. The lead underwriter
     for the debt offering was Deutsche Bank AG.

                                       (9)

<PAGE>

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



OVERVIEW
--------
MBIA Inc.(the  "company") is engaged in providing  financial guarantee insurance
and investment  management and  municipal services to public finance clients and
financial  institutions on a global basis. 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.

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.

                                      (10)
<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 third quarter and first nine months of 2000 and 1999.

<TABLE>
<CAPTION>
                                                                                     Percent Change
                                                                               --------------------------
                                                                               3rd Quarter   Year-to-date
                                                                               -----------   ------------
                                           3rd Quarter         September 30,      2000           2000
                                        ----------------   ------------------      vs.            vs.
                                         2000      1999      2000        1999     1999           1999
---------------------------------------------------------------------------------------------------------
<S>                                     <C>       <C>      <C>         <C>          <C>          <C>
Net income (in millions):
 As reported                            $ 131     $ 127    $  392      $  194       3%           103%
 Excluding one-time charges             $ 131     $ 122    $  392      $  368       7%             7%

Per share data: *
 Net income:
  As reported                           $1.32     $1.27    $ 3.96      $ 1.93       4%           105%
  Excluding one-time charges            $1.32     $1.22    $ 3.96      $ 3.67       8%             8%
  Operating earnings                    $1.28     $1.18    $ 3.79      $ 3.51       8%             8%
  Core earnings                         $1.22     $1.09    $ 3.66      $ 3.20      12%            14%

 Book value                                                $39.65      $35.62                     11%
 Adjusted book value                                       $57.51      $52.12                     10%
---------------------------------------------------------------------------------------------------------
*All earnings per share calculations are diluted.
</TABLE>



     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 third quarter and first nine months of 2000,  core earnings per
share increased 12% and 14%, respectively, over the third quarter and first nine
months of 1999,  reflecting strong results in our investment management services
segment and a near breakeven result in our municipal services segment.

     Our third quarter and first nine months of 2000 net income and earnings per
share,  excluding  one-time  charges  in  1999,  grew 7% and  8%,  respectively.
Compared with core  earnings per share,  these results were lower due to the low
level of refunding  activity in 2000 compared with 1999.  Including the one-time
charges,  third quarter net income  increased by 3% over 1999 and our first nine
months net income increased 103% over 1999.

     Operating  earnings per share,  which  include  refundings  but exclude the
impact of realized gains and losses and one-time  charges,  increased by 8% over
the third quarter and first nine months of 1999.

                                      (11)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)



     Our book value at  September  30,  2000 was  $39.65 per share,  up 11% from
$35.62 at September  30,  1999.  The increase in book value per share was caused
primarily  by an 18%  increase  in  retained  earnings  partially  offset by the
increase in treasury stock from our share buyback  program.  A more  appropriate
measure of a financial  guarantee company's intrinsic value is its adjusted book
value.  Adjusted book value is defined as book value plus the after-tax  effects
of net 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
$57.51 at September 30, 2000, a 10% increase from third quarter-end 1999.

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

                                         September 30,         Percent Change
                                    ---------------------     ----------------
                                       2000        1999         2000 vs. 1999
------------------------------------------------------------------------------
Book value                           $39.65      $35.62              11%
After-tax value of:
    Net deferred premium
     revenue, net of deferred         11.04       10.78              2%
     acquisition costs
    Present value of future
     installment premiums*             5.54        4.58              21%
    Unrealized gain on
     investment contract
     liabilities                       1.28        1.14              12%
------------------------------------------------------------------------------
Adjusted book value                  $57.51      $52.12              10%
------------------------------------------------------------------------------
*The discount rate used to present value future installment  premiums was 9% for
both periods.

The present value of future  installment  premium  growth is being offset by the
lower  growth  in the net  deferred  premium  revenue,  which  accounts  for the
slightly  reduced  growth in adjusted  book value per share  compared  with book
value per share growth.

INSURANCE

The  company's  production  in terms of adjusted  gross  premiums  (AGP),  gross
premiums  written  (GPW) and par  insured  for the third  quarter and first nine
months of 2000 and 1999 is presented in the following table:
<TABLE>
<CAPTION>

                                                                          Percent Change
                                                                   ----------------------------
                                                                    3rd Quarter    Year-to-date
                                                                   ----------------------------
                                3rd Quarter      September 30,         2000            2000
                             ----------------  -----------------        vs.             vs.
                               2000    1999      2000     1999         1999            1999
-----------------------------------------------------------------------------------------------
<S>                            <C>     <C>       <C>      <C>            <C>            <C>
Premiums written:
(in millions)
     AGP                       $218    $213      $599     $538           2%             11%
     GPW                       $172    $153      $510     $454          13%             12%

Par insured (in billions)      $ 24    $ 26      $ 66     $ 70         (7)%            (5)%
</TABLE>

                                      (12)
<PAGE>

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



     In the third  quarter of 2000,  bond issuance was down  significantly  from
1999 levels.  However, due to our ability to maintain our pricing levels AGP was
up by 2% compared with the third quarter of 1999,  while par insured was down by
7%. 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  premiums  paid  upfront plus cash  receipts in respect of  installment
premiums and does not include the value of future premium receipts expected from
installment policies originated in the period. GPW was $172 million, up 13% over
the third  quarter of 1999.  Our strong  international  GPW growth was partially
offset by the weaker public finance GPW growth.

     For the first nine months of 2000 AGP was up by 11% compared  with the same
period a year ago,  while par  insured  was down by 5%. This trend of a positive
AGP variance with a decline in par insured has been  consistent  throughout 2000
and  is the  result  primarily  of  strong  pricing  levels,  especially  in our
structured finance and international markets. GPW was $510 million for the first
nine  months  of  2000,  up  12%  over  the  first  nine  months  of  1999.  Our
international  GPW grew by 56% that was partially  offset by a decline in public
finance GPW of 2%.

     We  estimate  the present  value of our total  future  installment  premium
stream on  outstanding  policies  to be $838  million  at  September  30,  2000,
compared  with $700  million at  September  30,  1999, a 20% increase due to the
increase in structured finance and international installment policies insured.

     PUBLIC FINANCE MARKET
     Domestic new issue public  finance  market  information  and MBIA's par and
     premium  writings in both the new issue and secondary  domestic markets are
     shown in the following table:
<TABLE>
<CAPTION>
                                                                                      Percent Change
                                                                               ----------------------------
                                                                                3rd Quarter    Year-to-date
                                                                               ----------------------------
                                                3rd Quarter      September 30,       2000            2000
                                             ----------------  -----------------      vs.             vs.
     Domestic Public Finance                   2000    1999      2000     1999       1999            1999
     ------------------------------------------------------------------------------------------------------
<S>                                            <C>    <C>       <C>      <C>         <C>            <C>
     Total new issue market:*
         Par value (in billions)               $ 40   $  51     $ 124    $ 153       (22)%          (19)%
         Insured penetration                     51%     52%       46%      54%
         MBIA market share                       29%     28%       29%      25%

     MBIA insured:
         Par insured (in billions)             $  8   $  10     $  24    $  28       (15)%          (14)%
         Premiums (in millions):
          AGP                                  $ 99   $ 114     $ 275    $ 300       (13)%           (8)%
          GPW                                  $ 89   $  88     $ 259    $ 263          2%           (2)%
     ------------------------------------------------------------------------------------------------------
</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.

                                      (13)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)



         New  issuance was  significantly  lower in the public  finance  market,
     decreasing  by 22% to $40 billion for the third  quarter of 2000,  compared
     with $51 billion in the third quarter of 1999. The insured penetration also
     decreased in the third quarter to 51% in 2000 from 52% in the third quarter
     of  1999.  MBIA's  market  share  of  insured  par was 29% for the  quarter
     compared with 28% in last year's third  quarter.  For the first nine months
     of 2000, new issuance in the municipal  market was down 19% to $124 billion
     and insured penetration was 46%, down from 54% last year. MBIA captured 29%
     of the insured  public  finance  market this year  compared with 25% in the
     first nine 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 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  public finance AGP decreased by 13% over 1999's third
     quarter while par insured  decreased by 15%. On a year-to-date  basis,  par
     insured  was down 14%  while AGP was down 8%,  significantly  less than the
     reduction  in par insured and the market in general.

         Looking ahead to the fourth  quarter in the public finance  market,  we
     are expecting solid  production with increased deal flow somewhat offset by
     very competitive market conditions.

     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
                                                                            ----------------------------
                                                                             3rd Quarter    Year-to-date
                                                                            ----------------------------
                                          3rd Quarter      September 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     $63      $170     $162       (7)%            5%

     MBIA insured:
         Par written (in billions)        $12     $15      $ 29     $ 36      (24)%         (21)%
         Premiums (in millions):
          AGP                             $87     $63      $184     $147        38%           25%
          GPW                             $46     $39      $133     $116        18%           15%
     ---------------------------------------------------------------------------------------------------
</TABLE>
     * Market data exclude mortgage-backed securities and private placements.

                                      (14)

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



          Issuance in the public asset-backed market decreased 7% from the third
     quarter  of 1999.  For the  nine  month  period  ended  September 30, 2000,
     issuance  is up 5%,  still  below what we expect  for the full  year.  MBIA
     insured $12 billion of par value in the third  quarter,  down 24%  compared
     with the third  quarter of last year while AGP was up 38%. For the year par
     insured  was down 21% while AGP was up 25%.  The  relationship  between par
     insured and AGP reflects  continued strong pricing and the continuing shift
     in our portfolio mix toward higher priced business.

         Credit quality  improved  during the quarter,  with 57% of the business
     written rated A or better. Looking ahead to the fourth quarter,  volume has
     been  picking up and we have a favorable  outlook for the  remainder of the
     year.

     INTERNATIONAL MARKET
     The  international  results  were up sharply  over the first nine months of
     1999.  The quarterly mix of business  included  several large deals,  and a
     good  diversification  by bond  type  and by  country.  During  2000 87% of
     international  business  insured  was rated A or above,  up from 86% in the
     second quarter of the year. Japanese business led in terms of AGP, followed
     by global  deals,  and  transactions  in  Australia.  In terms of bond type
     asset-backed saw significant  strength,  followed by CDO's,  utility deals,
     and public project finance deals. Our infrastructure and structured finance
     international  business  volume in the new issue and secondary  markets for
     the third quarter and first nine months of 2000 and 1999 are illustrated as
     follows:

<TABLE>
<CAPTION>
                                                                                   Percent Change
                                                                            ----------------------------
                                                                             3rd Quarter    Year-to-date
                                                                            ----------------------------
                                          3rd Quarter      September 30,         2000          2000
                                        ---------------  ----------------         vs.           vs.
     International                       2000    1999      2000     1999         1999          1999
     ---------------------------------------------------------------------------------------------------
<S>                                       <C>     <C>      <C>       <C>          <C>           <C>
         Par insured (in billions)        $ 4     $ 1      $ 13      $ 6          305%          134%
         Premiums (in millions):
          AGP                             $32     $36      $141      $91         (11)%           55%
          GPW                             $37     $26      $118      $76           39%           56%
     ---------------------------------------------------------------------------------------------------
</TABLE>

     International  par insured  was up 305% to $4 billion in the third  quarter
     and AGP was $32 million,  down 11%.  These results were driven by some high
     notional amount credit  derivative deals insured this year which were rated
     Triple-A  and some very high AGP to par future  flow  deals  insured in the
     third  quarter of last year.  Our returns for both types of deals were very
     attractive.  For the nine  month  period  par and AGP were up 134% and 55%,
     respectively, as we have reported more AGP in the first nine months of 2000
     then we did for the entire year of 1999. The larger increase in par insured
     relative to AGP reflects a large number of triple-A rated CLO  transactions
     completed.

          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-

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



     AMBAC  International  joint  venture.  The company and Ambac will  continue
     having  certain  reciprocal  reinsurance   arrangements  for  international
     business  in 2000  and  2001.  The  companies  will  market  and  originate
     international  financial guarantee insurance  independently.  Additionally,
     during  the third  quarter  of 2000 the  company  and Ambac  dissolved  the
     four-way joint venture in Japan.

REINSURANCE

Premiums ceded to reinsurers from all insurance  operations were $49 million and
$33  million  in the  third  quarter  of 2000 and 1999,  respectively.  This 49%
increase in ceded  premiums  reflects  increased  cessions  across all  business
lines,  especially in public  finance and  international.  In public  finance we
ceded a high  percentage  of a large health care deal and in  international  the
increased  cessions  were the  result  of a 40%  increase  in  direct  writings.
Cessions as a percentage  of GPW  increased to 29% in the third  quarter of 2000
from 22% in last year's third quarter. For the first nine months of 2000 we have
ceded 30% of GPW,  slightly more than the 28% we ceded in last year's first nine
months as reinsurance  usage has stabilized year to  year.Reinsurance  is a cost
effective capital  substitute for MBIA. In addition to treaty  reinsurance,  the
decision of whether to reinsure any particular  policy on a facultative basis is
based on portfolio, single risk and other factors related to that policy.

     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, due
to the financial  strength of our  reinsurers we believe,  although  there is no
assurance that all reinsurers will be able to pay under the reinsurance ceded to
them, 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
                                                                   ----------------------------
                                                                    3rd Quarter    Year-to-date
                                                                   ----------------------------
                                3rd Quarter      September 30,         2000            2000
                             ----------------  -----------------        vs.             vs.
In millions                    2000    1999      2000     1999         1999            1999
-----------------------------------------------------------------------------------------------
<S>                            <C>     <C>       <C>      <C>             <C>            <C>
Premiums earned:
   Scheduled                   $103    $ 96      $304     $277            8%             10%
   Refunded                      10      14        23       52         (29)%           (57)%
-----------------------------------------------------------------------------------------------
Total                          $113    $110      $327     $329            3%            (1)%
-----------------------------------------------------------------------------------------------
</TABLE>

     Upfront  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 third

                                      (16)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)



quarter  and  first  nine  months  of  2000  premiums   earned  from   scheduled
amortization increased by 8% and 10%,  respectively,  over the third quarter and
first nine months of 1999, indicating that the benefits of the increased pricing
strategy  established  in early 1999 are  beginning to flow to earned  premiums.
Increases in structured  finance and  international  scheduled  premium earnings
were partially offset by flat public finance earnings.

     Refunded premiums earned declined significantly this year compared with the
third 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.

NET INVESTMENT INCOME

Our insurance-related  investment income (exclusive of realized gains) increased
10% to $100  million in the third  quarter of 2000,  up from $91  million in the
third quarter of 1999. In the first nine 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.

ADVISORY FEES

The company collects fee revenues in conjunction with certain structured finance
transactions. In addition the company earns advisory fees in connection with its
administration  of  certain  third  party  owned  conduits.  Fees are  generally
deferred and earned over the life of the related transactions.  Certain fees are
earned in the quarter they are collected. These fees include administrative fees
for transactions where the fee is collected and earned on a periodic installment
basis, and fees for transactions  which terminate prior to the expected maturity
date. In the third quarter of 2000,  advisory fee revenues  decreased  11%. This
decrease was primarily due to the reduction in the  non-deferrable  type of fees
recognized  during  the  quarter.  Advisory  fees are up 10% for the first  nine
months of 2000 compared with the first nine 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 with respect to which we expect to have
a loss, the present value of our expected payments,  net of expected reinsurance
and  recoveries,  is allocated  within the total loss  reserve as  case-specific
reserves.

                                      (17)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)



     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
third  quarter  of 2000 and 1999,  as well as our loss  provision  for the third
quarter of 2000 and 1999:

<TABLE>
<CAPTION>
                                                                                  Percent Change
                                               September 30,     September 30,    --------------
In millions                                        2000              1999          2000 vs. 1999
------------------------------------------------------------------------------------------------
<S>                                                <C>               <C>              <C>
Case-specific:
  Gross                                            $207              $241             (14)%
  Reinsurance recoverable on unpaid losses           28                32             (13)%
------------------------------------------------------------------------------------------------
Net case reserves                                   179               209             (15)%
Unallocated                                         249               233                7%
------------------------------------------------------------------------------------------------
Net loss and LAE reserves                          $428              $442              (3)%

Provision                                          $ 14              $ 15              (5)%
</TABLE>


During the third quarter of 2000,  adjustments  made to case basis reserves were
due primarily to expenses  incurred,  not net claim payments.  Expense and claim
payments  were under $3 million for the quarter.  In addition,  during the third
quarter case basis reserves were established for expenses incurred in connection
with two additional policies.

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



POLICY ACQUISITION COSTS AND NET 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
                                                                      ----------------------------
                                                                       3rd Quarter    Year-to-date
                                                                      ----------------------------
                                    3rd Quarter      September 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       $26      $27        ---             (4)%
Operating                            21       20        62       58          5%              6%
                                   ---------------------------------------------------------------
Total insurance
  operating expenses                $30      $29       $88      $85          3%              3%

Expense ratio:
  GAAP                             26.3%    26.1%     26.8%    25.9%
  Statutory                        22.8%    25.5%     21.2%    23.8%
--------------------------------------------------------------------------------------------------
</TABLE>

     For the third quarter of 2000,  policy  acquisition  costs net of deferrals
were $9 million,  consistent with the third quarter of 1999. The ratio of policy
acquisition costs net of deferrals to earned premiums  decreased to 8.1% for the
third  quarter of 2000  compared  with 8.3% for the  comparable  1999 period due
primarily to the additional ceding commission income from the higher reinsurance
levels this year. For the first nine months of 2000,  policy  acquisition  costs
net of deferrals decreased 4% to $26 million compared with the first nine months
of 1999, again due to the higher ceding commission  income.  The ratio of policy
acquisition costs net of deferrals to earned premiums  decreased to 8.1% for the
first nine months of 2000 compared with 8.4% for the comparable 1999 period.

     Operating  expenses  increased  5% and 6%,  respectively,  over  the  third
quarter and the first nine months of 1999.  The increase in insurance  operating
expenses was due primarily to higher  compensation  costs and increased building
and equipment  related expenses related to the expansion of the company's Armonk
headquarters.  Total insurance  operating  expenses  increased modestly over the
third  quarter  and the first  nine  months 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 third quarter 2000 statutory expense ratio of
22.8% is  significantly  below the third  quarter 1999 ratio of 25.5%.  The GAAP
expense ratio remained  relatively  flat with the third quarter of 1999. For the
first nine months of 2000 the statutory expense ratio of 21.2% is also below the
comparable  1999 period ratio of 23.8%.  The decrease in the  statutory  expense
ratio is again  indicative  of the  company's  increased  focus on managing  its
expense growth.

                                      (19)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)



INSURANCE INCOME

The  company's  insurance  income of $176 million for the third  quarter of 2000
increased 7% over the third quarter of 1999 driven primarily by the 10% increase
in net investment income. For the first nine months, insurance income, excluding
the one-time  pre-tax  charge of $153 million in 1999 to increase loss reserves,
rose 4% to $518 million from $496 million a year ago, again due primarily to the
strong increase in net investment income.

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 our
four investment  management services businesses.  The table below summarizes our
consolidated  investment management results for the third quarter and first nine
months of 2000 and 1999:
<TABLE>
<CAPTION>
                                                                             Percent Change
                                                                      ----------------------------
                                                                       3rd Quarter    Year-to-date
                                                                      ----------------------------
                                    3rd Quarter      September 30,        2000            2000
                                  ----------------  ---------------        vs.             vs.
In millions                        2000     1999      2000     1999       1999            1999
--------------------------------------------------------------------------------------------------
<S>                                 <C>      <C>       <C>      <C>         <C>            <C>
Revenues                            $31      $22       $87      $62         40%            40%
Expenses                             16       11        45       32         39%            39%
--------------------------------------------------------------------------------------------------
Income                              $15      $11       $42      $30         40%            42%
</TABLE>


     Consolidated  revenues for the investment management businesses were up 40%
over the third quarter of 1999,  while expenses were up slightly less at 39%. As
a result,  operating  income increased by 40% for the third quarter of 2000 over
the same period in 1999.  We ended the  quarter  with over $36 billion in assets
under management, up 27% from September 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  September  30, 2000 had $7.9
     billion in assets under management, up 10% over September 30, 1999.


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


     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
     September  30,  2000,   principal  and  accrued  interest   outstanding  on
     investment and repurchasing agreements was $4.6 billion, compared with $4.0
     billion at September 30, 1999.  At amortized  cost,  the assets  supporting
     IMC's investment agreements were $5.0 billion and $4.0 billion at September
     30, 2000 and 1999, respectively. 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 third 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 September 30, 2000,
     CMC's third party assets under  management were $2.3 billion  compared with
     $1.7 billion at September 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 GP, Inc. and certain
affiliated entities (Capital Asset), a servicer of delinquent tax certificates.

     In the  third  quarter  of  2000  the  municipal  services  operations  had
operating income of $0.1 million compared with a loss of $1.7 million during the
same period of 1999.  This  turnaround  was due primarily to a strong  operating
income from MRC. For the first nine months of 2000,  municipal services reported
a $0.4 million loss compared with a loss of $12.1 million in the comparable 1999
period due primarily to a breakeven result for

                                      (21)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)



Capital  Asset  and an  operating  profit at MRC.  These  two  subsidiaries
recorded substantial operating losses in the prior period.

     CAPITAL  ASSET The  company  is a majority  owner of Capital Asset. Capital
     Asset was in the business of acquiring and servicing tax liens. The company
     became a majority  owner in December  1998 when it acquired the interest of
     the company's founder. In 1999, the company recorded a $102 million pre-tax
     charge  related to its investment in Capital  Asset.  MBIA Insurance  Corp.
     continues to insure three securitizations of tax liens that were originated
     and continue to be serviced by Capital Asset. In the third quarter of 1999,
     Capital Asset engaged a specialty servicer of residential mortgages to help
     manage its  business  and  operations  and to assist in  administering  the
     portfolios  supporting the  securitizations.  As of September 30, 2000, the
     aggregate gross insured  amounts in connection  with these  securitizations
     was  approximately  $359 million,  and there can be no assurance that there
     will be no losses under such policies. In addition, Capital Asset has other
     contingent liabilities,  including potential liabilities in connection with
     pending litigation in which it is involved.

CORPORATE
---------

NET REALIZED GAINS

Net realized  gains were $6 million in the third quarter of 2000, the same as in
the third quarter of 1999. For the first nine months of 2000, net realized gains
were $25 million compared with $23 million in the comparable 1999 period.  These
gains  were  generated  as a result  of  ongoing  management  of the  investment
portfolio.

INTEREST EXPENSE

In the third quarter of 2000, we incurred $13 million of interest  expense,  the
same as in the  third  quarter  of 1999.  For the  first  nine  months  of 2000,
interest expense was $40 million, the same as in the first nine months of 1999.

OTHER EXPENSES

Other expenses were comprised primarily of non-insurance  goodwill  amortization
and general corporate overhead. In the third quarter of 2000 other expenses were
$6 million,  down from $7 million in the comparable  1999 period.  For the first
nine months of 2000,  other expenses were $14 million,  slightly higher than the
first nine months of 1999.

ONE-TIME CORPORATE CHARGES

In the first nine months 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.

                                      (22)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)



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 third
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 September 30, 2000, our total shareholders' equity was
$3.9 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  ratings,  cash flow and total  capital.  The  following  table shows our
long-term debt and the ratio we use to measure it:

                                     September 30,               December 31,
                                         2000                        1999
--------------------------------------------------------------------------------
Long-term debt (in millions)            $589                         $689
Long-term debt to total capital           13%                          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 third  quarter of 1999.  As of September 30, 2000 the company has
repurchased a total of 2,180,200 shares at an average price of $46.97.

     In addition,  MBIA Insurance Corp. 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  only applies to losses with respect to our U.S.  public  finance
book of  business.  The  agreement  currently  has an  attachment  point of $1.3
billion and is for a seven-year  term,  which expires on October 31, 2007,  and,
subject to approval by the banks,  may be renewed annually to extend the term to
seven  years  beyond the renewal  date.  MBIA  Insurance  Corp.  also  maintains
stop-loss  reinsurance  coverage of $175 million in excess of incurred losses of
$760 million on our world-wide structured finance book of business.

     At quarter end, total  claims-paying  resources for MBIA  Insurance  Corp.,
which  consists of our capital  base,  unearned  premium  reserve,  loss and LAE
reserves, present value of our future installment premiums, and our standby line
of credit  and stop loss  reinsurance  coverage,  stood at $8.9  billion,  an 8%
increase over third quarter-end 1999. This increase was due to a 10% increase in
MBIA  Insurance  Corp's  capital base and a 20% increase in the present value of
our future installment premiums.

                                      (23)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)



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  dividend  payments  by MBIA  Insurance  Corp.,  which
generates  substantial cash flow from premium writings and investment income. In
the first  nine  months of 2000,  MBIA  Insurance  Corp.'s  operating  cash flow
totaled $465 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 third  quarter of 2000
MBIA Insurance Corp. paid dividends of $66 million and at September 30, 2000 had
dividend capacity in excess of $75 million without special regulatory approval.

     The company has significant liquidity supporting its businesses. At the end
of the third  quarter  of 2000,  cash  equivalents  and  short-term  investments
totaled $446 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 international banks.
At September 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  September  30,  2000,  the  fair  value  of  our
consolidated  investment  portfolio was $11.7 billion, as shown in the following
table:
<TABLE>
<CAPTION>
                                                                                  Percent Change
                                      September 30,        December 31,           --------------
       In millions                         2000                1999                2000 vs. 1999
       ------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>                          <C>
       Insurance operations:
         Amortized cost                 $ 6,796             $ 6,427                      6%
         Unrealized loss                    (86)               (223)                  (61)%
       ------------------------------------------------------------------------------------------
       Fair value                       $ 6,710             $ 6,204                      8%
       ------------------------------------------------------------------------------------------

       Municipal investment
         Agreements:
         Amortized cost                 $ 4,996             $ 4,584                      9%
         Unrealized loss                    (43)                (94)                  (54)%
       ------------------------------------------------------------------------------------------
       Fair value                       $ 4,953             $ 4,490                     10%
       ------------------------------------------------------------------------------------------
       Total portfolio at fair value    $11,663             $10,694                      9%
</TABLE>

                                      (24)
<PAGE>
                           MBIA INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)



     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 $5.0 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.


                                      (25)

<PAGE>
PART  II  -  OTHER INFORMATION


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:    November 14, 2000                          /s/  Neil G. Budnick
         -------------------                      -----------------------------
                                                  Neil G. Budnick
                                                  Chief Financial Officer




Date:    November 14, 2000                          /s/ Douglas C. Hamilton
         -------------------                      ------------------------------
                                                  Douglas C. Hamilton
                                                  Controller
                                                  (Principal Accounting Officer)













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