MBIA has entered into derivative instruments through its financial guarantee of CDS and for purposes of hedging risks associated with existing assets and liabilities and forecasted transactions. The Company accounts for derivative instruments in accordance with the accounting principles for derivative and hedging activities, which requires that all such instruments be recorded on the balance sheet at fair value. Refer to “Note 6: Fair Value of Financial Instruments” for the method of determining the fair value of derivative instruments.

The Company's derivative exposure within its U.S. public finance insurance operations primarily consists of insured interest rate and inflation-linked swaps related to insured U.S. public finance debt issues. These derivatives do not qualify for the financial guarantee scope exception. The Company has also purchased certain investments containing embedded derivatives. All derivatives are recorded at fair value on the Company's consolidated balance sheets with the changes in fair value recorded on the Company's consolidated statements of operations within “Unrealized gains (losses) on insured derivatives,” for the insured derivatives, or “Net gains (losses) on financial instruments at fair value and foreign exchange” for the embedded derivatives.

The Company entered into derivative instruments that it viewed as an extension of its core financial guarantee business but which do not qualify for the financial guarantee scope exception and, therefore, must be recorded at fair value on the balance sheet. These insured CDS contracts, primarily referencing corporate, asset-backed, residential mortgage-backed, commercial mortgage-backed, CRE loans and CDO securities, are intended to be held for the entire term of the contract absent a negotiated settlement with the counterparty.

Changes in the fair value of derivatives, excluding insured derivatives, are recorded each period in current earnings within “Net gains (losses) on financial instruments at fair value and foreign exchange.” Changes in the fair value of insured derivatives are recorded each period in current earnings within “Net change in fair value of insured derivatives.” The net change in the fair value of the Company's insured derivatives has two primary components: (i) realized gains (losses) and other settlements on insured derivatives and (ii) unrealized gains (losses) on insured derivatives. “Realized gains (losses) and other settlements on insured derivatives” include (i) premiums received and receivable on sold CDS contracts, (ii) premiums paid and payable to reinsurers in respect to CDS contracts, (iii) net amounts received or paid on reinsurance commutations, (iv) losses paid and payable to CDS contract counterparties due to the occurrence of a credit event or settlement agreement, (v) losses recovered and recoverable on purchased CDS contracts due to the occurrence of a credit event or settlement agreement and (vi) fees relating to CDS contracts. The “Unrealized gains (losses) on insured derivatives” include all other changes in fair value of the insured derivative contracts.

In certain instances, the Company's structured finance and international insurance business purchased or issued securities that contain embedded derivatives. In accordance with the accounting guidance for derivative instruments and hedging activities, the balance sheet location of the Company's embedded derivative instruments is determined by the location of the related security.

The Company has also entered into a derivative contract as a result of a commutation occurring during the six months ended June 30, 2014. Changes in the fair value of the Company's non-insured derivative are included in “Net gains (losses) on financial instruments at fair value and foreign exchange” on the Company's consolidated statements of operations.

VIEs consolidated by the Company have entered into derivative instruments consisting of interest rate caps and cross currency swaps. Interest rate caps are entered into to mitigate the risks associated with fluctuations in interest rates or fair values of certain contracts. Cross currency swaps are entered into to hedge the variability in cash flows resulting from fluctuations in foreign currency rates.

The Company's asset/liability products business has entered into derivative instruments primarily consisting of interest rate swaps. Interest rate swaps are entered into to hedge the risks associated with fluctuations in interest rates or fair values of certain contracts.

In certain instances, the Company's asset/liability products business purchased or issued securities that contain embedded derivatives. In accordance with the accounting guidance for derivative instruments and hedging activities, the balance sheet location of the Company's embedded derivative instruments is determined by the location of the related security.

Changes in the fair value of the Company's asset/liability products business derivatives are recorded on the Company's consolidated statements of operations within “Net gains (losses) on financial instruments at fair value and foreign exchange.”

The following tables present information about credit derivatives sold by the Company's insurance operations that were outstanding as of June 30, 2014 and December 31, 2013. Credit ratings represent the lower of underlying ratings assigned to the collateral by Moody's, S&P or MBIA.

$ in millions	As of June 30, 2014
		Notional Value
Credit Derivatives Sold	Weighted Average Remaining Expected Maturity		AAA		AA		A		BBB		Below Investment Grade		Total Notional		Fair Value Asset (Liability)
Insured credit default swaps	2.3 Years	$	6,938	$	560	$	968	$	4,704	$	2,816	$	15,986	$	(332)
Insured swaps	16.9 Years		0		75		3,036		985		0		4,096		(3)
Total notional		$	6,938	$	635	$	4,004	$	5,689	$	2,816	$	20,082
Total fair value		$	(2)	$	0	$	(2)	$	(31)	$	(300)			$	(335)

$ in millions	As of December 31, 2013
		Notional Value
Credit Derivatives Sold	Weighted Average Remaining Expected Maturity		AAA		AA		A		BBB		Below Investment Grade		Total Notional		Fair Value Asset (Liability)
Insured credit default swaps	2.6 Years	$	7,406	$	1,972	$	1,068	$	7,552	$	5,956	$	23,954	$	(1,132)
Insured swaps	18.5 Years		0		77		3,282		1,586		0		4,945		(5)
All others	28.0 Years		0		0		0		0		36		36		(15)
Total notional		$	7,406	$	2,049	$	4,350	$	9,138	$	5,992	$	28,935
Total fair value		$	(2)	$	0	$	(3)	$	(78)	$	(1,069)			$	(1,152)

Internal credit ratings assigned by MBIA on the underlying collateral are derived by the Company's surveillance group. In assigning an internal rating, current status reports from issuers and trustees, as well as publicly available transaction-specific information, are reviewed. Also, where appropriate, cash flow analyses and collateral valuations are considered. The maximum potential amount of future payments (undiscounted) on CDS contracts are estimated as the notional value plus any additional debt service costs, such as interest or other amounts owing on CDS contracts. The maximum amount of future payments that MBIA may be required to make under these guarantees as of June 30, 2014 is $16.4 billion. This amount is net of $36 million of insured derivatives ceded under reinsurance agreements in which MBIA economically hedges a portion of the credit and market risk associated with its insured derivatives and offsetting agreements with a counterparty. The maximum potential amount of future payments (undiscounted) on insured swaps are estimated as the notional value of such contracts.

MBIA may hold recourse provisions with third parties in derivative instruments through both reinsurance and subrogation rights. MBIA's reinsurance arrangements provide that in the event MBIA pays a claim under a guarantee of a derivative contract, MBIA has the right to collect amounts from any reinsurers that have reinsured the guarantee on either a proportional or non-proportional basis, depending upon the underlying reinsurance agreement. MBIA may also have recourse through subrogation rights whereby if MBIA makes a claim payment, it may be entitled to any rights of the insured counterparty, including the right to any assets held as collateral.

The Company manages counterparty credit risk on an individual counterparty basis through master netting agreements covering derivative instruments in the asset/liability products segment. There are no master netting agreements in the structured finance and international insurance or the U.S. public finance insurance segments. The master netting agreements in the asset/liability products segment allow the Company to contractually net amounts due from a counterparty with those amounts due to such counterparty when certain triggering events occur. The Company only executes swaps under master netting agreements, which typically contain mutual credit downgrade provisions that generally provide the ability to require assignment or termination in the event either MBIA or the counterparty is downgraded below a specified credit rating.

Under these arrangements, the Company may receive or provide U.S. Treasury and other highly rated securities or cash to secure counterparties' exposure to the Company or its exposure to counterparties, respectively. Such collateral is available to the holder to pay for replacing the counterparty in the event that the counterparty defaults. As of June 30, 2014, the Company did not hold cash collateral to derivative counterparties but posted cash collateral to derivative counterparties of $82 million. Of this amount, $65 million is netted within “Derivative liabilities” and $17 million is included within “Other liabilities” as cash collateral netted against accrued interest on derivative liabilities. As of December 31, 2013, the Company did not hold cash collateral to derivative counterparties but posted cash collateral to derivative counterparties of $160 million. Of this amount, $123 million is netted within “Derivative liabilities”, $16 million is included within “Other liabilities” as cash collateral netted against accrued interest on derivative liabilities and an additional $21 million is included in “Other assets” on the Company's consolidated balance sheets. As of June 30, 2014, the Company had securities with a fair value of $108 million posted to derivative counterparties and this amount is included within “Fixed-maturity securities held as available-for-sale, at fair value” on the Company's consolidated balance sheet. As of December 31, 2013, the Company had securities with a fair value of $42 million posted to derivative counterparties and this amount is included within “Fixed-maturity securities held as available-for-sale, at fair value” on the Company's consolidated balance sheet.

As of June 30, 2014 and December 31, 2013, the fair value on one Credit Support Annex (“CSA”) was $4 million. This CSA governs collateral posting requirements between MBIA and its derivative counterparties. The Company did not receive collateral due to the Company's credit rating, which was below the CSA minimum credit ratings level for holding counterparty collateral. As of June 30, 2014 and December 31, 2013, the counterparty was rated A2 by Moody's and A by S&P.

The fair value of amounts recognized for eligible derivative contracts executed with the same counterparty under a master netting agreement, including any cash collateral that may have been received or posted by the Company, is presented on a net basis in accordance with accounting guidance for the offsetting of fair value amounts related to derivative instruments. Insured CDSs and insured swaps are not subject to master netting agreements. VIE derivative assets and liabilities are not presented net of any master netting agreements. Counterparty netting of derivative assets and liabilities offsets balances in “Interest rate swaps” as of June 30, 2014 and December 31, 2013.

As of June 30, 2014, the total fair value of the Company's derivative assets, after counterparty netting of $62 million, was $12 million, of which $4 million was reported within “Other assets” on the Company's consolidated balance sheets. Embedded derivatives of $8 million were reported within “Medium-term notes” on the Company's consolidated balance sheets.

As of June 30, 2014, the total fair value of the Company's derivative liabilities, after counterparty netting of $62 million and cash collateral posted by the Company of $65 million was $460 million, which was reported within “Derivative liabilities” and “Derivative liabilities” presented under “Liabilities of consolidated variable interest entities” on the Company's consolidated balance sheets. Embedded derivatives of $26 million were reported within “Medium-term notes” and “Other investments” on the Company's consolidated balance sheets.

The following table presents the total fair value of the Company's derivative assets and liabilities by instrument and balance sheet location, before counterparty netting and posting of cash collateral, as of June 30, 2014:

In millions				Derivative Assets ⁽¹⁾			Derivative Liabilities ⁽¹⁾
		Notional
		Amount			Fair			Fair
Derivative Instruments		Outstanding		Balance Sheet Location	Value		Balance Sheet Location	Value

Not designated as hedging instruments:
	Insured credit default swaps	$	15,986	Other assets	$	0	Derivative liabilities	$	(332)
	Insured swaps		4,096	Other assets		0	Derivative liabilities		(3)
	Interest rate swaps		1,485	Other assets		66	Derivative liabilities		(208)
	Interest rate swaps-embedded		494	Medium-term notes		8	Medium-term notes		(25)
	Currency swaps-VIE		94	Other assets-VIE		0	Derivative liabilities-VIE		(11)
	All other		83	Other assets		0	Derivative liabilities		(33)
	All other-VIE		264	Other assets-VIE		0	Derivative liabilities-VIE		0
	All other-embedded		11	Other investments		0	Other investments		(1)
Total non-designated derivatives		$	22,513		$	74		$	(613)
Total derivatives		$	22,513		$	74		$	(613)
__________
(1) - In accordance with the accounting guidance for derivative instruments and hedging activities, the balance sheet location of the Company’s embedded derivative instruments is determined
	by the location of the related host contract.

As of December 31, 2013, the total fair value of the Company's derivative assets, after counterparty netting of $42 million, was $13 million, of which $4 million was reported within “Other assets” on the Company's consolidated balance sheets. Embedded derivatives of $9 million were reported within “Medium-term notes” on the Company's consolidated balance sheets.

As of December 31, 2013, the total fair value of the Company's derivative liabilities, after counterparty netting of $42 million and cash collateral posted by the Company of $123 million, was $1.2 billion which was reported within “Derivative liabilities” and “Derivative liabilities” presented under “Liabilities of consolidated variable interest entities” on the Company's consolidated balance sheets. Embedded derivatives of $19 million were reported within “Medium-term notes” and “Other investments” on the Company's consolidated balance sheets.


In millions				Derivative Assets ⁽¹⁾			Derivative Liabilities ⁽¹⁾
			Notional
			Amount		Fair			Fair
Derivative Instruments			Outstanding	Balance Sheet Location	Value		Balance Sheet Location	Value
Designated as hedging instruments:

Not designated as hedging instruments:
	Insured credit default swaps	$	23,954	Other assets	$	0	Derivative liabilities	$	(1,132)
	Insured swaps		4,945	Other assets		0	Derivative liabilities		(5)
	Interest rate swaps		1,495	Other assets		46	Derivative liabilities		(165)
	Interest rate swaps-embedded		496	Medium-term notes		9	Medium-term notes		(19)
	Currency swaps-VIE		99	Other assets-VIE		0	Derivative liabilities-VIE		(11)
	All other		36	Other assets		0	Derivative liabilities		(15)
	All other-VIE		280	Other assets-VIE		0	Derivative liabilities-VIE		0
	All other-embedded		11	Other investments		0	Other investments		0
Total non-designated derivatives		$	31,316		$	55		$	(1,347)
Total derivatives		$	31,316		$	55		$	(1,347)
__________
(1) - In accordance with the accounting guidance for derivative instruments and hedging activities, the balance sheet location of the Company’s embedded derivative instruments is determined
	by the location of the related host contract.

The following table presents the effect of derivative instruments on the consolidated statements of operations for the three months ended June 30, 2014:

In millions
		Net Gain
		(Loss)
Derivatives Not Designated as		Recognized
Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative	in Income
Insured credit default swaps	Unrealized gains (losses) on insured derivatives	$	(23)
Insured credit default swaps	Realized gains (losses) and other settlements on insured derivatives		(24)
Interest rate swaps	Net gains (losses) on financial instruments at fair value and foreign exchange		(22)
Currency swaps-VIE	Net gains (losses) on financial instruments at fair value and foreign exchange-VIE		(6)
All other	Net gains (losses) on financial instruments at fair value and foreign exchange		(2)
Total		$	(77)

The following table presents the effect of derivative instruments on the consolidated statements of operations for the three months ended June 30, 2013:

In millions
		Net Gain
		(Loss)
Derivatives Not Designated as		Recognized
Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative	in Income
Insured credit default swaps	Unrealized gains (losses) on insured derivatives	$	1,318
Insured credit default swaps	Realized gains (losses) and other settlements on insured derivatives		(1,532)
Interest rate swaps	Net gains (losses) on financial instruments at fair value and foreign exchange		38
Currency swaps-VIE	Net gains (losses) on financial instruments at fair value and foreign exchange-VIE		7
All other	Unrealized gains (losses) on insured derivatives		32
Total		$	(137)

The following table presents the effect of derivative instruments on the consolidated statements of operations for the six months ended June 30, 2014:

In millions		Net Gain
		(Loss)
Derivatives Not Designated as		Recognized
Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative	in Income
Insured credit default swaps	Unrealized gains (losses) on insured derivatives	$	800
Insured credit default swaps	Realized gains (losses) and other settlements on insured derivatives		(363)
Interest rate swaps	Net gains (losses) on financial instruments at fair value and foreign exchange		(45)
All other	Unrealized gains (losses) on insured derivatives		15
All other	Net gains (losses) on financial instruments at fair value and foreign exchange		(3)
All other	Realized gains (losses) and other settlements on insured derivatives		(30)
Total		$	374

The following table presents the effect of derivative instruments on the consolidated statements of operations for the six months ended June 30, 2013:

In millions		Net Gain
		(Loss)
Derivatives Not Designated as		Recognized
Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative	in Income
Insured credit default swaps	Unrealized gains (losses) on insured derivatives	$	1,216
Insured credit default swaps	Realized gains (losses) and other settlements on insured derivatives		(1,520)
Interest rate swaps	Net gains (losses) on financial instruments at fair value and foreign exchange		41
Interest rate swaps-VIE	Net gains (losses) on financial instruments at fair value and foreign exchange-VIE		14
Currency swaps	Net gains (losses) on financial instruments at fair value and foreign exchange		2
Currency swaps-VIE	Net gains (losses) on financial instruments at fair value and foreign exchange-VIE		6
All other	Unrealized gains (losses) on insured derivatives		61
Total		$	(180)