MBIA INC
10-Q, 2000-05-15
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 March 31, 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 May 10, 2000 there were outstanding 98,383,764 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 - March 31, 2000
           and December 31, 1999                                             3

         Consolidated Statements of Income - Three months
           ended March 31, 2000 and 1999                                     4

         Consolidated Statement of Changes in Shareholders' Equity
           -  Three months ended March 31, 2000                              5

         Consolidated Statements of Cash Flows
           -  Three months ended March 31, 2000 and 1999                     6

         Notes to Consolidated Financial Statements                      7 - 8


Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                          9 - 21



PART II  OTHER INFORMATION, AS APPLICABLE

Item 6.  Exhibits and Reports on Form 8-K                                   22


SIGNATURES                                                                  23









                                       (2)

<PAGE>

                           MBIA INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                (Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>


                                                                                     March 31, 2000    December 31, 1999
                                                                                     --------------    -----------------
            ASSETS
<S>                                                                                   <C>                  <C>
Investments:
 Fixed-maturity securities held as available-for-sale
  at fair value (amortized cost $6,150,880 and $6,006,506)                            $  6,008,500         $  5,783,979
  Short-term investments, at amortized cost
  (which approximates fair value)                                                          260,945              274,022
 Other investments                                                                         147,323              146,038
                                                                                      ------------         ------------
                                                                                         6,416,768            6,204,039
 Municipal investment agreement portfolio held as available-for-sale
  at fair value (amortized cost $4,542,245 and $4,583,920)                               4,481,227            4,489,551
                                                                                      ------------         ------------
    TOTAL INVESTMENTS                                                                   10,897,995           10,693,590

Cash and cash equivalents                                                                   56,453               93,559
Securities borrowed or purchased under agreements to resell                                200,611              261,171
Accrued investment income                                                                  126,753              135,344
Deferred acquisition costs                                                                 255,816              251,922
Prepaid reinsurance premiums                                                               407,797              403,210
Reinsurance recoverable on unpaid losses                                                    31,439               30,819
Goodwill (less accumulated amortization of $62,446 and $68,388)                            108,348              110,023
Property and equipment, at cost (less accumulated depreciation
  of $53,743 and $50,469)                                                                  129,738              128,733
Receivable for investments sold                                                            118,388               24,922
Other assets                                                                               103,920              130,606
                                                                                      ------------         ------------
     TOTAL ASSETS                                                                     $ 12,437,258         $ 12,263,899
                                                                                      ============         ============
            LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Deferred premium revenue                                                            $  2,315,148         $  2,310,758
  Loss and loss adjustment expense reserves                                                475,062              467,279
  Municipal investment agreements                                                        3,463,819            3,483,911
  Municipal repurchase agreements                                                          983,257            1,028,921
  Long-term debt                                                                           589,291              689,204
  Short-term debt                                                                          168,694               68,751
  Securities loaned or sold under agreements to repurchase                                 314,511              288,750
  Deferred income taxes                                                                     76,268               32,805
  Deferred fee revenue                                                                      36,676               36,536
  Payable for investments purchased                                                         92,808              102,666
  Other liabilities                                                                        255,074              241,217
                                                                                      ------------         ------------
     TOTAL LIABILITIES                                                                   8,770,608            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 -- 100,155,635 and 100,072,846                                            100,156              100,073
  Additional paid-in capital                                                             1,193,775            1,191,108
  Retained earnings                                                                      2,598,536            2,486,478
  Accumulated other comprehensive loss, net of
   deferred income tax benefit of $(73,505) and $(112,920)                                (155,569)            (224,511)
  Unallocated ESOP shares                                                                   (3,872)              (4,363)
  Unearned compensation--restricted stock                                                   (9,770)              (9,986)
  Treasury stock -- 1,311,022 shares in 2000 and 520,722 shares in 1999                    (56,606)             (25,698)
                                                                                      ------------         ------------
     TOTAL SHAREHOLDERS' EQUITY                                                          3,666,650            3,513,101
                                                                                      ------------         ------------
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                       $ 12,437,258         $ 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
                                                                     MARCH 31
                                                          ------------------------------
                                                               2000             1999
                                                          --------------   -------------
<S>                                                            <C>              <C>
INSURANCE
     Revenues:
        Gross premiums written                                 $148,837         $154,910
        Ceded premiums                                          (42,966)         (59,996)
                                                          --------------   -------------
           Net premiums written                                 105,871           94,914
        (Increase) decrease in deferred premium revenue          (1,167)          17,197
                                                          --------------   -------------
           Premiums earned (net of ceded premiums of
              $38,379 and $30,449)                              104,704          112,111
        Net investment income                                    95,370           87,765
        Advisory fees                                             7,975            4,965
                                                          --------------   -------------
           Total insurance revenues                             208,049          204,841

     Expenses:
        Losses and loss adjustment                                8,587          161,930
        Policy acquisition costs, net                             8,586            9,193
        Operating                                                19,394           18,098
                                                          --------------   -------------
           Total insurance expenses                              36,567          189,221
                                                          --------------   -------------
     Insurance income                                           171,482           15,620
                                                          --------------   -------------
INVESTMENT MANAGEMENT SERVICES
     Revenues                                                    26,878           19,342
     Expenses                                                    13,596            9,967
                                                          --------------   -------------
     Investment management services income                       13,282            9,375
                                                          --------------   -------------
MUNICIPAL SERVICES
     Revenues                                                     7,622            3,679
     Expenses                                                     8,051           10,966
                                                          --------------   -------------
     Municipal services loss                                       (429)          (7,287)
                                                          --------------   -------------
CORPORATE
     Net realized gains                                          11,885            9,664
     Interest expense                                            13,496           13,496
     Other expenses                                               3,647            1,922
                                                          --------------   -------------
     Corporate loss                                              (5,258)          (5,754)
                                                          --------------   -------------
Income before income taxes                                      179,077           11,954

Provision for income taxes                                       46,757            2,534
                                                          --------------   -------------

NET INCOME                                                     $132,320         $  9,420
                                                          ==============   =============

NET INCOME PER COMMON SHARE:
     BASIC                                                     $   1.34         $   0.09
     DILUTED                                                   $   1.33         $   0.09

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
     OUTSTANDING:
     BASIC                                                   99,100,433       99,547,368
     DILUTED                                                 99,676,043      100,465,119
</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 THREE MONTHS ENDED MARCH 31, 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                                 ---         ---            ---      132,320             ---
   Other comprehensive income:
     Change in unrealized
      depreciation of investments
      net of change in deferred
      income taxes of $(39,415)               ---         ---            ---          ---          72,839
     Change in foreign currency
      translation                             ---         ---            ---          ---          (3,897)
      Other comprehensive income
Comprehensive income

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

Exercise of stock options                      73          73          2,259          ---             ---

Unallocated ESOP shares                       ---         ---            (29)         ---             ---

Unearned compensation-
  restricted stock                             10          10            437          ---             ---

Dividends (declared and paid per
  common share $0.205)                        ---         ---            ---      (20,262)            ---
                                       ----------   ---------   -------------  -----------   -------------
Balance, March 31, 2000                   100,156    $100,156     $1,193,775   $2,598,536       $(155,569)
                                       ==========   =========   =============  ===========   =============

<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                                    ---             ---        ---        ---      132,320
   Other comprehensive income:
     Change in unrealized
      depreciation of investments
      net of change in deferred
      income taxes of $(39,415)                  ---             ---        ---        ---       72,839
     Change in foreign currency
      translation                                ---             ---        ---        ---       (3,897)
                                                                                             ------------
      Other comprehensive income                                                                 68,942
                                                                                             ------------
Comprehensive income                                                                            201,262
                                                                                             ------------
Treasury shares acquired                         ---             ---       (790)   (30,908)     (30,908)

Exercise of stock options                        ---             ---        ---        ---        2,332

Unallocated ESOP shares                          491             ---        ---        ---          462

Unearned compensation-
  restricted stock                               ---             216        ---        ---          663

Dividends (declared and paid per
  common share $0.205)                           ---             ---        ---        ---      (20,262)
                                       --------------  --------------  ---------  --------- -------------
Balance, March 31, 2000                      $(3,872)        $(9,770)    (1,311)  $(56,606)  $3,666,650
                                       ==============  ==============  =========  ========= =============

</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        $76,237
   Reclassification of adjustment,
     net of taxes                            (3,398)
                                          ----------
   Net unrealized appreciation,
     net of taxes                           $72,839
                                          ==========


                                      (5)

<PAGE>

                           MBIA INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                 (In thousands)
<TABLE>
<CAPTION>
                                                                      Three months ended
                                                                           March 31
                                                                   -------------------------
                                                                       2000          1999
                                                                   ------------   ----------
<S>                                                                  <C>             <C>
Cash flows from operating activities:
  Net income                                                         $132,320        $ 9,420
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Decrease in accrued investment income                               8,591          8,550
    Increase in deferred acquisition costs                             (3,894)          (498)
    Increase in prepaid reinsurance premiums                           (4,587)       (29,547)
    Increase in deferred premium revenue                                5,754         12,353
    Increase in loss and loss adjustment expense reserves, net          7,163        158,717
    Depreciation                                                        3,274          2,417
    Amortization of goodwill                                            1,675          1,754
    Amortization of bond discount, net                                 (6,911)        (4,915)
    Net realized gains on sale of investments                         (11,885)        (9,664)
    Deferred income tax provision (benefit)                             4,085        (47,165)
    Other, net                                                         39,365        (22,634)
                                                                  -----------    -----------
    Total adjustments to net income                                    42,630         69,368
                                                                  -----------    -----------
    Net cash provided by operating activities                         174,950         78,788
                                                                  -----------    -----------

Cash flows from investing activities:
  Purchase of fixed-maturity securities, net
    of payable for investments purchased                           (1,581,886)    (1,966,627)
  Sale of fixed-maturity securities, net of
    receivable for investments sold                                 1,344,599      1,724,242
  Redemption of fixed-maturity securities, net of
    receivable for investments redeemed                                76,984        100,133
  Sale of short-term investments, net                                   5,820        100,988
  (Purchase) sale of other investments, net                            (1,712)         8,395
  Purchases for municipal investment agreement
    portfolio, net of payable for investments purchased              (545,242)      (495,169)
  Sales from municipal investment agreement
    portfolio, net of receivable for investments sold                 516,382        399,684
  Capital expenditures, net of disposals                               (4,413)        (6,589)
  Other, net                                                            8,376         (2,517)
                                                                  -----------    -----------
    Net cash used by investing activities                            (181,092)      (137,460)
                                                                  -----------    -----------

Cash flows from financing activities:
  Dividends paid                                                      (20,406)       (19,897)
  Purchase of treasury stock                                          (30,908)           ---
  Proceeds from issuance of municipal investment
    and repurchase agreements                                         523,515        507,152
  Payments for drawdowns of municipal investment
    and repurchase agreements                                        (591,818)      (385,507)
  Securities loaned or sold under agreements to repurchase, net        86,321        (35,071)
  Exercise of stock options                                             2,332          5,765
                                                                  -----------    -----------
    Net cash (used) provided by financing activities                  (30,964)        72,442
                                                                  -----------    -----------

Net (decrease) increase in cash and cash equivalents                  (37,106)        13,770
Cash and cash equivalents - beginning of period                        93,559         20,757
                                                                  -----------    -----------
Cash and cash equivalents - end of period                            $ 56,453        $34,527
                                                                  ===========    ===========
Supplemental cash flow disclosures:
    Income taxes paid                                                $  1,168        $ 2,518
    Interest paid:
      Municipal investment and repurchase agreements                 $ 61,637        $45,841
      Long-term debt                                                   13,631         13,554
</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 three
    months ended March 31, 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 three  months ended March 31,
    2000 were $20.3 million.

3.  Recent Accounting  Pronouncements
    In June 1998, the Financial  Accounting  Standards Board issued Statement of
    Financial  Accounting  Standards  (SFAS)  133,  "Accounting  for  Derivative
    Instruments and Hedging  Activities."  The statement  requires  companies to
    recognize  all  derivatives  as  either  assets  or  liabilities,  with  the
    instruments  measured  at fair  value.  The  accounting  for changes in fair
    value,  gains or losses,  depends on the intended use of the  derivative and
    its  resulting  designation.  SFAS 133 is effective  for the company for the
    year  commencing  January 1, 2001.  The company is currently  evaluating the
    impact of the adoption of SFAS 133 on the consolidated financial statements.

                                       (7)
<PAGE>

                           MBIA INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



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.












                                      (8)

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




OVERVIEW
- --------
MBIA (the  company)  posted  strong  financial  and  operating  results for the
quarter as we continued to focus on our triple-A ratings,  no-loss  underwriting
standards,  and  building of  shareholder  value.  Our  disciplined  approach to
pricing and risk  selection  enabled the company to add another  quarter of high
quality future  earnings to our balance  sheet.  Our asset  management  business
posted very strong  results for the quarter as  operating  income rose 42%.  The
company is well positioned to capitalize on strong long-term growth prospects in
our insurance and investment  business units,  particularly in our international
financial guarantee sector.


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

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

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

                                      (9)
<PAGE>

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



RESULTS OF OPERATIONS
- ---------------------
SUMMARY

The following chart presents  highlights of our consolidated  financial  results
for the first quarters of 2000 and 1999.
                                                          Percent Change
                                March 31,    March 31,    --------------
                                   2000         1999       2000 vs.1999
 -----------------------------------------------------------------------
 Net income (in millions):
  As reported                      $132           $9         1,305%
  Excluding one-time charges       $132         $124             7%

 Per share data:*
  Net income:
   As reported                    $1.33        $0.09         1,378%
   Excluding one-time
   charges                        $1.33        $1.23             8%
  Operating earnings              $1.25        $1.17             7%
  Core earnings                   $1.23        $1.04            18%
  Book value                     $37.14       $37.11            ---
  Adjusted book value            $54.31       $52.57             3%
 -----------------------------------------------------------------------
  *All earnings per share calculations are diluted.

     Core  earnings,  which exclude the effects of  refundings  and calls on our
insured issues,  realized  capital gains and losses on our investment  portfolio
and nonrecurring charges,  provide the most indicative measure of our underlying
profit.  For the first quarter of 2000, core earnings per share reflected strong
top line results at 18% over first quarter 1999.

    Our first  quarter  2000  net  income  and  earnings  per  share,  excluding
one-time charges, grew 7% and 8%, respectively.  Including the one-time charges,
net income increased by 1,305% for 2000 over 1999.

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

    A more  appropriate  measure of a financial  guarantee  company's  intrinsic
value is its adjusted book value. It is defined as book value plus the after-tax
effects of net 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.

                                      (10)
<PAGE>

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



The  following  table  presents the  components  of our adjusted  book value per
share:
                                                           Percent Change
                                 March 31,    March 31,    ---------------
                                    2000         1999       2000 vs. 1999
- --------------------------------------------------------------------------
Book value                        $37.14        $37.11           ---
After-tax value of:
   Net deferred premium
    revenue, net of deferred       10.87         10.77            1%
    acquisition costs
   Present value of future
    installment premiums*           5.06          4.31           17%
   Unrealized gain on
    investment contract
    liabilities                     1.24          0.38          226%
- --------------------------------------------------------------------------
Adjusted book value               $54.31        $52.57            3%
- --------------------------------------------------------------------------
*The discount rate used to present value future installment premiums was 9%.

     Our book value at March 31,  2000 was $37.14 per share,  up from  $37.11 at
March 31, 1999.  Our adjusted book value per share was $54.31 at March 31, 2000,
a 3% increase from first quarter-end 1999.


FINANCIAL GUARANTEE INSURANCE

The  company's  production  in terms of adjusted  gross  premiums  (AGP),  gross
premiums  written (GPW) and par written for the first  quarters of 2000 and 1999
is presented in the following table:
                                                               Percent Change
                                     March 31,    March 31,    ---------------
                                        2000         1999       2000 vs. 1999
- ------------------------------------------------------------------------------
Premiums written (in millions):
     AGP                                $155        $182           (15)%
     GPW                                $149        $155            (4)%

Par written (in billions)               $ 15        $ 24           (38)%

    In the  first  quarter  of 2000,  bond  issuance  was  down for the  quarter
significantly from 1999 levels,  causing renewed pricing pressures.  However, we
were able to maintain our pricing  discipline  and  continued to write  business
levels of A and above for the period. As a result,  AGP was down by 15% compared
to the first quarter of 1999,  while par insured was down by 38%. This indicates
that we received more premium for every dollar of risk insured. AGP includes our
upfront  premiums as well as the  estimated  present value of current and future
premiums from  installment-based  insurance  policies  issued during the period.
GPW, as reported in our financial  statements,  primarily reflects cash receipts
and does not  include  the  value  of  future  premium  receipts  expected  from
installment  policies  originated in the period.  GPW was $149 million,  down 4%
from the first quarter of 1999.

                                      (11)
<PAGE>

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



    We estimate the present value of our total future installment premium stream
on  outstanding  policies to be $769 million at March 2000,  compared  with $660
million at March 1999, a growth rate of 16%.

MUNICIPAL MARKET Domestic new issue municipal market  information and MBIA's par
and premium  writings  in both the new issue and  secondary  domestic  municipal
markets are shown in the following table:

                                                           Percent Change
                                 March 31,    March 31,    --------------
  Domestic Municipal                2000         1999       2000 vs. 1999
  ----------------------------------------------------------------------------
  Total new issue market:*
    Par value (in billions)         $34          $53           (36)%
    Insured penetration              50%          57%
    MBIA market share                22%          22%

  MBIA insured:
    Par written (in billions)       $ 5          $ 9           (45)%
    Premiums (in millions):
     AGP                            $72          $91           (21)%
     GPW                            $73          $87           (16)%
  ----------------------------------------------------------------------------
     * Market data are reported on a sale date basis while  MBIA's  insured data
     are based on closing date  information.  Typically,  there can be a one- to
     four-week delay between the sale date and closing date of an insured issue.


New issuance was weak in the municipal market,  decreasing by 36% to $34 billion
for the first quarter of 2000, compared with $53 billion in the first quarter of
1999.  The insured  penetration  also decreased to 50% in 2000 from 57% in 1999.
Somewhat  offsetting the weak 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  municipal  AGP  decreased by 21% over 1999's first quarter
while par written  declined by 45%. The decrease in AGP when  compared  with the
greater decline in par written is the result of a value-added pricing discipline
which ensures that we realize not just adequate,  but attractive returns on each
deal we insure.

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

                                      (12)
<PAGE>

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



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:

                                                              Percent Change
    Domestic                        March 31,    March 31,    --------------
    Structured Finance                2000         1999        2000 vs. 1999
    ------------------------------------------------------------------------
    Total asset-backed market:*
      Par value (in billions)         $52          $49              7%

    MBIA insured:
      Par written (in billions)       $ 5         $ 11           (52)%
      Premiums (in millions):
       AGP                            $37          $40            (6)%
       GPW                            $42          $37             13%
    ------------------------------------------------------------------------

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

     As with first  quarter  municipal  issuance,  overall  public  and  private
structured  finance  issuance was down.  Our par written was down sharply at 52%
from first quarter 1999,  resulting from low volume in the home equity  business
and a difficult  comparison to the first  quarter of 1999 in the consumer  asset
sector.  The good news was that AGP was down only 6% for the  quarter,  far less
than the  insured  par value.  This  relationship  between  par  insured and AGP
reflects  strong  pricing  discipline  and a shift  in the mix of our  portfolio
toward higher priced business.

     Credit  quality  shifted  somewhat  during  the  quarter,  with  37% of the
business  written  rated A or  better,  and 63% in the triple B  category.  This
compares  with the first  quarter of 1999 with 57% written rated A or better and
43% in the triple B category.  Pricing remained strong and expected returns were
comparable to the same period last year.  Looking  ahead to the second  quarter,
volume has been picking up and our business prospects look strong.

INTERNATIONAL  MARKET. The international results were up compared with the first
quarter of 1999. Global asset-backed deals dominated the mix of business written
during the quarter,  followed by volume from Latin America,  Australia,  and the
Netherlands.  Our municipal and structured finance international business volume
in the new issue and secondary  markets for the first  quarters of 2000 and 1999
are illustrated as follows:

                                                            Percent Change
                                   March 31,    March 31,   --------------
   International                      2000        1999      2000 vs. 1999
   -----------------------------------------------------------------------
      Par written (in billions)       $3.5        $2.7          31%
      Premiums (in millions):
       AGP                            $ 45        $ 43           5%
       GPW                            $ 30        $ 22          34%


                                      (13)
<PAGE>

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



    Par written and AGP were up 31% and 5%, respectively, for 2000 compared with
the first quarter of 1999. This year 82% of our  international  business written
in the quarter was rated A or above, substantially stronger than the 59% rated A
or better we insured in the first quarter of 1999.  This higher quality  insured
volume, as well as the mix of business  written,  accounts for the weakening AGP
to par  insured  ratio.  The  opportunities  in  our  international  sector  are
significant and we are well positioned to capitalize on these  opportunities  in
the future.

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


REINSURANCE  Premiums ceded to reinsurers from all insurance operations were $43
million  and $60  million in the first  quarter of 2000 and 1999,  respectively.
Cessions as a percentage of GPW  decreased to 29% in 2000 from 39% in 1999.  The
decrease in our cession rate from first  quarter 1999 was largely  driven by the
1999 strategic use of reinsurance to shape the portfolio.  We have continued the
initiative  begun in the fourth quarter of 1998 as we focused on reducing larger
single risks across the portfolio.

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

PREMIUMS  EARNED  The  composition  of  MBIA's  premiums  earned in terms of its
scheduled and refunded components is illustrated below:

                                             Percent Change
                     March 31,   March 31,   --------------
  In millions           2000       1999       2000 vs. 1999
  ---------------------------------------------------------
  Premiums earned:
     Scheduled          $102         $89            14%
     Refunded              3          23          (86)%
  ---------------------------------------------------------
  Total                 $105        $112           (7)%


                                      (14)
<PAGE>

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




    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 2000 premiums  earned from scheduled  amortization  increased by 14% over the
first quarter of 1999,  indicating  that the benefits of the  increased  pricing
strategy established in early 1999 are beginning to emerge.

    Refunded premiums earned declined  significantly this year compared with the
first quarter of 1999, reflecting the higher interest rate environment.  When an
MBIA-insured  bond issue is refunded  or retired  early,  the  related  deferred
premium revenue is earned  immediately.  The amount of bond refundings and calls
is  influenced by a variety of factors such as prevailing  interest  rates,  the
coupon rates of the bond issue,  the  issuer's  desire or ability to modify bond
covenants and applicable regulations under the Internal Revenue Code.

INVESTMENT INCOME Our insurance-related  investment income (exclusive of capital
gains)  increased  9% to $95 million in the first  quarter of 2000,  up from $88
million in the first quarter of 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. Fees are generally deferred and earned over the
life of the related  transactions.  In the first  quarter of 2000,  advisory fee
revenues  increased  61% to $8  million  from  $5  million.  This  increase  was
primarily  due to the  "non-deferrable"  type  of  fees  recognized  during  the
quarter.

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

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

     In 1999,  we completed  an update of our loss  reserving  methodology.  The
update  included  an  analysis  of  loss-reserve  factors  based  on the  latest
available  industry  data.  We included the analysis of  historical  default and
recovery  experience for the

                                      (15)
<PAGE>

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



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

                                                                 Percent Change
                                          March 31,   March 31,  ---------------
In millions                                 2000        1999      2000 vs.1999
- --------------------------------------------------------------------------------
Case-specific:
 Gross                                       $242        $224           8%
 Reinsurance recoverable on unpaid losses      31          31           3%
- --------------------------------------------------------------------------------
Total case reserves                           211         193           9%
Unallocated                                   233         236         (1)%
- --------------------------------------------------------------------------------
Net loss and LAE reserves                    $444        $429           3%

Provision                                    $  9        $162        (95)%


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:

                                                        Percent Change
                                 March 31,   March 31,  --------------
 In millions                        2000       1999      2000 vs. 1999
 ---------------------------------------------------------------------

 Policy acquisition costs, net       $ 9        $ 9           ---
 Operating                            19         18             7%
 ---------------------------------------------------------------------
 Total insurance
  operating expenses                 $28        $27             3%

 Expense ratio:
  GAAP                              26.7%      24.3%
  Statutory                         20.9%      20.9%


     For the first quarter of 2000,  policy  acquisition  costs net of deferrals
remained  consistent  with the  first  quarter  of  1999.  The  ratio of  policy
acquisition  costs net of deferrals to earned  premiums has also remained steady
at 8.2% for both 1999 and 2000.


                                      (16)
<PAGE>

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



     Operating  expenses  increased  7% over the first  quarter  of 1999.  Total
insurance  operating expenses  increased 3%, 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 first quarter 2000 statutory expense ratio has
remained  consistent  with the first quarter of 1999 at 20.9%.  The GAAP expense
ratio  has  increased  over  the  first  quarter  of 1999 to 26.7%  from  24.3%,
reflecting the decline in the refunding earned premiums year over year.

INSURANCE  INCOME MBIA's  insurance income of $171 million for the first quarter
of 2000  increased  significantly  over  the  first  quarter  of 1999 due to the
one-time  increase  to our  loss  provision  in  1999.  Excluding  the  one-time
provision increase, insurance income grew by 2%.

INVESTMENT MANAGEMENT SERVICES

In 1998 after our merger with 1838 Investment Advisors, Inc. (1838), the company
formed a holding company, MBIA Asset Management Corporation,  to consolidate the
resources and capabilities of our four investment management services. The table
below summarizes our consolidated  investment  management  results for the first
quarters of 2000 and 1999:

                       March 31,       March 31,            Percent Change
  In millions             2000           1999                2000 vs. 1999
  ------------------------------------------------------------------------------

  Revenues                 $27            $19                     39%
  Expenses                  14             10                     36%
  ------------------------------------------------------------------------------
  Income                   $13            $ 9                     42%


     The  success  of the  merger  with  1838  is  reflected  in the  investment
management  services operating results,  with consolidated  revenues up 39% over
the first  quarter of 1999,  while  expenses  were up slightly less at 36%. As a
result, operating income increased by 42% for the first quarter of 2000 over the
same period in 1999.  We ended the quarter with over $33 billion in assets under
management, up 10% from the end of 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 $13 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.


                                      (17)
<PAGE>

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



MBIA-MISC   provides  cash  management,   investment  fund   administration  and
fixed-rate  investment  placement  services  directly to local  governments  and
school districts.  Its subsidiary,  American Money Management  Associates,  Inc.
(AMMA),  provides  investment and treasury  management  consulting  services for
municipal  and   quasi-public-sector   clients.  Both  MBIA-MISC  and  AMMA  are
Securities and Exchange Commission  (SEC)-registered  investment advisers and at
March 31, 2000 had $7 billion in assets under management,  up 10% over March 31,
1999.

IMC provides state and local governments with tailored investment agreements for
bond proceeds and other public funds,  such as construction,  loan  origination,
capitalized  interest  and  debt  service  reserve  funds.  At March  31,  2000,
principal  and accrued  interest  outstanding  on  investment  and  repurchasing
agreements  was $4.4  billion,  compared with $3.6 billion at March 31, 1999. At
amortized  cost, the assets  supporting  IMC's  investment  agreements were $4.5
billion and $3.6 billion at March 31, 2000 and 1999.  These assets are comprised
of high-quality securities with an average credit quality rating of Double-A.

     IMC from  time-to-time  uses  derivative  financial  instruments  to manage
interest rate risk. We have established  policies limiting the amount,  type and
concentration of such instruments. By matter of policy, derivative positions can
only be used to hedge  interest rate exposures and not for  speculative  trading
purposes.  At first  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 MBIA's
insurance related  portfolios.  At March 31, 2000, CMC's assets under management
were $1.8 billion compared to $1.1 billion at March 31, 1999.

MUNICIPAL SERVICES

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

     In the first quarter of 2000 the municipal  services  operations  lost $0.4
million compared with a loss of $7 million during the same period of 1999.


                                      (18)
<PAGE>

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



CORPORATE

NET REALIZED GAINS  Net realized  gains were $12 million in the first quarter of
2000,  which was comparable with $10 million in the first quarter of 1999.

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

OTHER  EXPENSES  In the first  quarter of 2000  other  expenses  were  comprised
primarily of non-insurance goodwill amortization and general corporate overhead.

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 first
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 March 31, 2000, our total  shareholders'  equity was
$3.7 billion,  with total  long-term  borrowings  at $589  million.  We use debt
financing to lower our overall cost of capital, thereby increasing our return on
shareholders' equity. We maintain debt at levels we consider to be prudent based
on our cash flow and total capital. The following table shows our long-term debt
and the ratio we use to measure it:

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



    In July  1999,  the Board of  Directors  authorized  the  repurchase  of 7.5
million shares of common stock of the company.  The company began the repurchase
program in the fourth  quarter of 1999.  As of March 31,  2000 the  company  has
repurchased a total of 1,290,300 shares at an average price of $43.10.

    In addition,  our insurance company has a $900 million  irrevocable  standby
line of credit  facility with a group of major  Triple-A  Rated banks to provide
funds for the payment of claims in the event that severe  losses  should  occur.
The agreement is for a seven-year  term, which expires on October 31, 2006, and,
subject to approval by the banks,  may be renewed annually to extend the term to
seven years  beyond


                                      (19)
<PAGE>

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



the renewal date.  Our insurance  company also maintains  stop-loss  reinsurance
coverage of $175 million in excess of incurred losses of $700 million.

     At quarter end,  total  claims-paying  resources for our insurance  company
stood at $8.7 billion, an 8% increase over first quarter-end 1999.

LIQUIDITY

Cash flow needs at the parent  company  level are primarily for dividends to our
shareholders  and  interest  payments  on  our  debt.  These  requirements  have
historically  been met by  upstreaming  dividend  payments  from  the  insurance
company,  which  generates  substantial  cash flow  from  premium  writings  and
investment  income.  In the first quarter of 2000,  operating  cash flow totaled
$175 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 first three months of
2000 our insurance  company paid  dividends of $47 million and at March 31, 2000
had  dividend  capacity  in excess of $14  million  without  special  regulatory
approval.

     The company has significant liquidity supporting its businesses. At the end
of the first  quarter  of 2000,  cash  equivalents  and  short-term  investments
totaled $317 million.  Should  significant  cash flow reductions occur in any of
our businesses,  for any combination of reasons, we have additional alternatives
for meeting  ongoing cash  requirements.  They  include  selling or pledging our
fixed-income  investments  from  our  investment  portfolio,   tapping  existing
liquidity facilities and new borrowings.

     The company has substantial  external borrowing  capacity.  We maintain two
short-term bank lines totaling $650 million with a group of worldwide  banks. At
March 31, 2000, there were no balances outstanding under these lines.


                                      (20)
<PAGE>

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



     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 March 31, 2000, the fair value of our  consolidated
investment portfolio was $10.9 billion, as shown below:

                                                            Percent Change
                                  March 31,   December 31,  --------------
 In millions                         2000         1999       2000 vs.1999
 -------------------------------------------------------------------------
 Insurance operations:
   Amortized cost                 $ 6,559      $ 6,427              2%
   Unrealized loss                   (142)        (223)           (36%)
 -------------------------------------------------------------------------
 Fair value                       $ 6,417      $ 6,204              3%
 -------------------------------------------------------------------------

 Municipal investment
   Agreements:
   Amortized cost                 $ 4,542      $ 4,584             (1%)
   Unrealized loss                    (61)         (94)           (35%)
 -------------------------------------------------------------------------
 Fair value                       $ 4,481      $ 4,490             ---
 -------------------------------------------------------------------------
 Total portfolio at fair value    $10,898      $10,694              2%


     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 remained constant at $4.5 billion.

     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.










                                      (21)

<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.










                                      (22)

<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:       May 15, 2000                            /s/  Neil G. Budnick
        -------------------                       ------------------------------
                                                  Neil G. Budnick
                                                  Chief Financial Officer







Date:       May 15, 2000                            /s/ Douglas C. Hamilton
        -------------------                       ------------------------------
                                                  Douglas C. Hamilton
                                                  Controller
                                                  (Principal Accounting Officer)











                                      (23)



                                                                      EXHIBIT 11







                           MBIA INC. AND SUBSIDIARIES
               COMPUTATION OF EARNINGS PER SHARE ASSUMING DILUTION
                     (In thousands except per share amounts)





                                                        THREE MONTHS ENDED
                                                              MARCH 31
                                                  ------------------------------
                                                     2000              1999
                                                  ------------      ------------

Net income                                           $132,320            $9,420
                                                  ============      ============
Diluted weighted average shares:
     Basic weighted average shares outstanding         99,100            99,547
     Effect of stock options                              454               776
     Unallocated ESOP shares                              122               142
                                                  ------------      ------------
Diluted weighted average shares:                       99,676           100,465
                                                  ============      ============

Basic EPS                                              $ 1.34            $ 0.09
                                                  ============      ============

Diluted EPS                                            $ 1.33            $ 0.09
                                                  ============      ============

<TABLE> <S> <C>


<ARTICLE>                     7
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                         0000814585
<NAME>                        MBIA Inc.
<MULTIPLIER>                                   1,000
<CURRENCY>                               U.S.DOLLARS

<S>                          <C>
<PERIOD-TYPE>                3-MOS
<FISCAL-YEAR-END>                        DEC-31-2000
<PERIOD-START>                           JAN-01-2000
<PERIOD-END>                             MAR-31-2000
<EXCHANGE-RATE>                                    1
<DEBT-HELD-FOR-SALE>                       6,008,500
<DEBT-CARRYING-VALUE>                              0
<DEBT-MARKET-VALUE>                                0
<EQUITIES>                                         0
<MORTGAGE>                                         0
<REAL-ESTATE>                                      0
<TOTAL-INVEST>                            10,897,995
<CASH>                                        56,453
<RECOVER-REINSURE>                            31,439
<DEFERRED-ACQUISITION>                       255,816
<TOTAL-ASSETS>                            12,437,258
<POLICY-LOSSES>                              475,062
<UNEARNED-PREMIUMS>                        2,315,148
<POLICY-OTHER>                                     0
<POLICY-HOLDER-FUNDS>                              0
<NOTES-PAYABLE>                              757,985
                              0
                                        0
<COMMON>                                     100,156
<OTHER-SE>                                 2,566,494
<TOTAL-LIABILITY-AND-EQUITY>              12,437,258
                                   104,704
<INVESTMENT-INCOME>                           95,370
<INVESTMENT-GAINS>                            11,885
<OTHER-INCOME>                                42,475
<BENEFITS>                                     8,587
<UNDERWRITING-AMORTIZATION>                    8,586
<UNDERWRITING-OTHER>                          19,394
<INCOME-PRETAX>                              179,077
<INCOME-TAX>                                  46,757
<INCOME-CONTINUING>                          132,320
<DISCONTINUED>                                     0
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                 132,320
<EPS-BASIC>                                     1.34
<EPS-DILUTED>                                   1.33
<RESERVE-OPEN>                                     0
<PROVISION-CURRENT>                                0
<PROVISION-PRIOR>                                  0
<PAYMENTS-CURRENT>                                 0
<PAYMENTS-PRIOR>                                   0
<RESERVE-CLOSE>                                    0
<CUMULATIVE-DEFICIENCY>                            0



</TABLE>








                           MBIA INSURANCE CORPORATION
                                AND SUBSIDIARIES





                        CONSOLIDATED FINANCIAL STATEMENTS

                   AS OF MARCH 31, 2000 AND DECEMBER 31, 1999

                AND FOR THE PERIODS ENDED MARCH 31, 2000 AND 1999





















<PAGE>



                           MBIA INSURANCE CORPORATION
                                AND SUBSIDIARIES

                                    I N D E X
                                    ---------
                                                                            PAGE
                                                                            ----
Consolidated Balance Sheets -
    March 31, 2000 and December 31, 1999 (Unaudited)                         3

Consolidated Statements of Income -
    Three months ended March 31, 2000 and 1999 (Unaudited)                   4

Consolidated Statement of Changes in Shareholder's Equity -
    Three months ended March 31, 2000 (Unaudited)                            5

Consolidated Statements of Cash Flows -
    Three months ended March 31, 2000 and 1999 (Unaudited)                   6

Notes to Consolidated Financial Statements (Unaudited)                       7

                                      -2-

<PAGE>


                   MBIA INSURANCE CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (Unaudited)
                 (Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>

                                                                  March 31, 2000       December 31, 1999
                                                                  ---------------      -----------------

                 ASSETS
<S>                                                                   <C>                    <C>
Investments:
  Fixed-maturity securities held as available-for-sale
    at fair value (amortized cost $6,148,824 and $6,006,506)          $6,006,638             $5,783,979
  Short-term investments, at amortized cost
    (which approximates fair value)                                      259,656                273,816
  Other investments                                                       15,420                  8,425
                                                                  ---------------      -----------------
      TOTAL INVESTMENTS                                                6,281,714              6,066,220
Cash and cash equivalents                                                  9,260                 33,702
Securities purchased under agreements to resell                          195,000                205,000
Accrued investment income                                                 91,851                 93,512
Deferred acquisition costs                                               255,816                251,922
Prepaid reinsurance premiums                                             407,797                403,210
Reinsurance recoverable on unpaid losses                                  31,439                 30,819
Goodwill (less accumulated amortization of
  $58,125 and $56,906)                                                    84,855                 86,075
Property and equipment, at cost (less accumulated
  depreciation of $33,393 and $31,104)                                   112,329                111,549
Receivable for investments sold                                           80,427                  2,882
Other assets                                                             124,718                161,082
                                                                  ---------------      -----------------
      TOTAL ASSETS                                                    $7,675,206             $7,445,973
                                                                  ===============      =================
          LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
  Deferred premium revenue                                            $2,315,148             $2,310,758
  Loss and loss adjustment expense reserves                              475,062                467,279
  Securities sold under agreements to repurchase                         195,000                205,000
  Deferred income taxes                                                  112,594                 79,895
  Deferred fee revenue                                                    29,409                 28,478
  Payable for investments purchased                                       70,829                 18,948
  Other liabilities                                                      117,039                107,988
                                                                  ---------------      -----------------
      TOTAL LIABILITIES                                                3,315,081              3,218,346
                                                                  ---------------      -----------------

Shareholder's Equity:
  Common stock, par value $150 per share; authorized,
   issued and outstanding - 100,000 shares                                15,000                 15,000
  Additional paid-in capital                                           1,519,199              1,514,014
  Retained earnings                                                    2,936,797              2,858,210
  Accumulated other comprehensive loss,
    net of deferred income tax benefit
    of $(49,417) and $(77,942)                                          (110,871)              (159,597)
                                                                  ---------------      -----------------
      TOTAL SHAREHOLDER'S EQUITY                                       4,360,125              4,227,627
                                                                  ---------------      -----------------
      TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                      $7,675,206             $7,445,973
                                                                  ===============      =================
</TABLE>

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

                                      -3-
<PAGE>

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


                                                         Three months ended
                                                              March 31
                                                     ---------------------------
                                                         2000           1999
                                                     -----------    ------------
Revenues:
  Gross premiums written                               $148,837        $154,910
  Ceded premiums                                        (42,966)        (59,996)
                                                     -----------    ------------
     Net premiums written                               105,871          94,914
  (Increase) decrease in deferred premium revenue        (1,167)         17,197
                                                     -----------    ------------
     Premiums earned (net of ceded
       premiums of $38,379 and $30,449)                 104,704         112,111
  Net investment income                                  94,588          88,007
  Net realized gains                                      6,575           7,759
  Advisory fees                                           6,531           4,965
                                                     -----------    ------------
     Total revenues                                     212,398         212,842
                                                     -----------    ------------


Expenses:
  Losses and loss adjustment                              8,587         161,930
  Policy acquisition costs, net                           8,586           9,193
  Operating                                              18,762          18,098
                                                     -----------    ------------
     Total expenses                                      35,935         189,221
                                                     -----------    ------------

Income before income taxes                              176,463          23,621

Provision for income taxes                               50,876           1,212
                                                     -----------    ------------

Net income                                             $125,587         $22,409
                                                     ===========    ============


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

                                      -4-
<PAGE>


                   MBIA INSURANCE CORPORATION AND SUBSIDIARIES
      CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (Unaudited)
                    For the three months ended March 31, 2000

                 (Dollars in thousands except per share amounts)

<TABLE>
<CAPTION>



                                                                                                   Accumulated
                                               Common Stock         Additional                        Other             Total
                                           ---------------------     Paid-in       Retained       Comprehensive     Shareholder's
                                             Shares     Amount       Capital       Earnings           Loss              Equity
                                           ---------- ----------  ------------   ------------  ------------------  ---------------
<S>                                         <C>         <C>        <C>            <C>                  <C>            <C>
Balance, January 1, 2000                    100,000     $15,000    $1,514,014     $2,858,210           $(159,597)     $ 4,227,627

Comprehensive income:
  Net income                                    ---         ---           ---        125,587                 ---          125,587
  Other comprehensive income:
    Change in unrealized
     depreciation of investments
     net of change in deferred
     income taxes of $(28,525)                  ---         ---           ---            ---              52,616           52,616
    Change in foreign
     currency translation                       ---         ---           ---            ---              (3,890)          (3,890)
                                                                                                                   ---------------
      Other comprehensive income                                                                                           48,726
                                                                                                                   ---------------
Comprehensive income                                                                                                      174,313
                                                                                                                   ---------------

Dividends declared (per common
  share $470.00)                                ---         ---           ---        (47,000)                ---          (47,000)

Tax reduction related to tax
  sharing agreement
  with MBIA Inc.                                ---         ---         5,185            ---                 ---            5,185
                                           ---------- ----------  ------------   ------------  ------------------  ---------------
Balance, March 31, 2000                     100,000     $15,000    $1,519,199     $2,936,797           $(110,871)     $ 4,360,125
                                           ========== ==========  ============   ============  ==================  ===============
</TABLE>


Disclosure of reclassification amount:
   Unrealized appreciation of
    investments arising
    during the period, net of taxes        $56,741
   Reclassification of adjustment,
    net of taxes                            (4,125)
                                          ---------
   Net unrealized appreciation,
    net of taxes                           $52,616
                                          =========

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

                                      - 5 -

<PAGE>

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

                                                                       Three months ended
                                                                            March 31
                                                                   ----------------------------
                                                                       2000            1999
                                                                   ------------    ------------
<S>                                                                  <C>             <C>
Cash flows from operating activities:
   Net income                                                        $ 125,587       $ 22,409
   Adjustments to reconcile net income to net
     cash provided by operating activities:
     Decrease in accrued investment income                               1,661          3,455
     Increase in deferred acquisition costs                             (3,894)          (498)
     Increase in prepaid reinsurance premiums                           (4,587)       (29,547)
     Increase in deferred premium revenue                                5,754         12,350
     Increase in loss and loss adjustment expense reserves, net          7,163        158,717
     Depreciation                                                        2,289          1,565
     Amortization of goodwill                                            1,220          1,219
     Amortization of bond discount, net                                 (4,410)        (3,661)
     Net realized gains on sale of investments                          (6,575)        (7,759)
     Deferred income tax provision (benefit)                             4,213        (47,058)
     Other, net                                                         46,265        (69,467)
                                                                   ------------    ------------
     Total adjustments to net income                                    49,099         19,316
                                                                   ------------    ------------
     Net cash provided by operating activities                         174,686         41,725
                                                                   ------------    ------------

Cash flows from investing activities:
   Purchase of fixed-maturity securities, net
     of payable for investments purchased                             (733,652)      (555,620)
   Sale of fixed-maturity securities, net of
     receivable for investments sold                                   506,928        321,916
   Redemption of fixed-maturity securities,
     net of receivable for investments redeemed                         76,984        100,133
   Sale of short-term investments, net                                   6,903        100,989
   (Purchase) sale of other investments, net                            (6,201)           643
   Capital expenditures, net of disposals                               (3,090)        (6,196)
                                                                   ------------    ------------
     Net cash used by investing activities                            (152,128)       (38,135)
                                                                   ------------    ------------

Cash flows from financing activities:
   Dividends paid                                                      (47,000)           ---
                                                                   ------------    ------------
     Net cash used by financing activities                             (47,000)           ---
                                                                   ------------    ------------

Net (decrease) increase in cash and cash equivalents                   (24,442)         3,590
Cash and cash equivalents - beginning of period                         33,702          6,546
                                                                   ------------    ------------
Cash and cash equivalents - end of period                              $ 9,260       $ 10,136
                                                                   ============    ============

Supplemental cash flow disclosures:
     Income taxes paid                                                 $   455       $  1,523

</TABLE>


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

                                      - 6 -
<PAGE>

                   MBIA INSURANCE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation
- ------------------------
The accompanying consolidated financial statements are unaudited and include the
accounts of MBIA Insurance Corporation and its Subsidiaries (the "company"). The
statements do not include all of the  information  and  disclosures  required by
generally  accepted  accounting  principles.  These statements should be read in
conjunction  with the  company's  consolidated  financial  statements  and notes
thereto for the year ended  December 31,  1999.  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
three months ended March 31, 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.


2. Dividends Declared
- -----------------------
Dividends  declared and paid by the company  during the three months ended March
31, 2000 were $47.0 million.


3. 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.



                                       -7-


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