EXHIBIT 99.2 FINANCIAL GUARANTY INSURANCE COMPANY ================================================================================ Unaudited Interim Financial Statements September 30, 1996 Balance Sheets 1 Statements of Income 2 Statements of Cash Flows 3 Notes to Unaudited Interim Financial Statements. 4 Financial Guaranty Insurance Company Balance Sheets ================================================================================================================================= ($ in Thousands) September 30, December 31, 1996 1995 ---------------- -------------- Assets (Unaudited) Fixed maturity securities, available for sale, at fair value (amortized cost of $2,153,856 in 1996 and $2,043,453 in 1995) $2,172,841 $2,141,584 Short-term investments, at cost, which approximates market 147,460 91,032 Cash 997 199 Accrued investment income 33,825 37,347 Reinsurance receivable 7,418 7,672 Deferred policy acquisition costs 93,676 94,868 Property, plant and equipment net of accumulated depreciation of $14,704 in 1996 and $12,861 in 1995 5,032 6,314 Prepaid reinsurance premiums 159,506 162,087 Prepaid expenses and other assets 28,581 39,199 ---------- ---------- Total assets $2,649,336 $2,580,302 ========== ========== Liabilities and Stockholder's Equity Liabilities: Unearned premiums $ 685,364 $ 727,535 Losses and loss adjustment expenses 72,127 77,808 Ceded reinsurance payable 12,507 1,942 Accounts payable and accrued expenses 48,382 32,811 Due to parent 260 1,647 Current federal income taxes payable 78,818 51,296 Deferred federal income taxes payable 74,195 99,171 Payable for securities purchased 45,796 40,211 --------- --------- Total liabilities 1,017,449 1,032,421 --------- --------- Stockholder's Equity: Common stock, par value $1,500 per share at September 30, 1996 and at December 31, 1995: 10,000 shares authorized, issued and outstanding 15,000 15,000 Additional paid-in capital 334,011 334,011 Net unrealized gains on fixed maturity securities available for sale, net of tax 12,340 63,785 Foreign currency translation adjustment (2,296) (1,499) Retained earnings 1,272,832 1,136,584 --------- --------- Total stockholder's equity 1,631,887 1,547,881 --------- --------- Total liabilities and stockholder's equity $2,649,336 $2,580,302 ========== ========== See accompanying notes to interim financial statements -1- Financial Guaranty Insurance Company Statements Of Income - --------------------------------------------------------------------------------------------------------------------------------- ($ in Thousands) Nine Months Ended September 30, 1996 1995 (Unaudited) Revenues: Gross premiums written $ 65,875 $ 66,151 Ceded premiums (14,178) (14,430) ---------- ---------- Net premiums written 51,697 51,721 Decrease in net unearned premiums 39,589 29,428 --------- ---------- Net premiums earned 91,286 81,149 Net investment income 92,957 89,716 Net realized gains 11,132 19,574 --------- ---------- Total revenues 195,375 190,439 Expenses: Losses and loss adjustment expenses (2,078) 1,191 Policy acquisition costs 13,056 9,013 Other underwriting expenses 10,582 14,925 ---------- --------- Total expenses 21,560 25,129 --------- --------- Income before provision for federal income taxes 173,815 165,310 Provision for federal income taxes 37,566 33,323 --------- --------- Net income $136,249 $131,987 ======== ======== See accompanying notes to interim financial statements -2- Financial Guaranty Insurance Company Statements Of Cash Flow - --------------------------------------------------------------------------------------------------------------------------------- ($ in Thousands) Nine Months Ended September 30, 1996 1995 (Unaudited) Operating activities: Operating activities: Net income $ 136,249 $ 131,987 Adjustments to reconcile net income to net cash provided by operating activities: Provision for deferred income taxes 3,155 14,917 Amortization of fixed maturity securities 606 2,064 Policy acquisition costs deferred (11,864) (14,213) Amortization of deferred policy acquisition costs 13,056 8,787 Depreciation of fixed assets 1,843 1,686 Change in reinsurance receivable 254 4,574 Change in prepaid reinsurance premiums 2,581 2,930 Foreign currency translation adjustment (1,226) (923) Change in accrued investment income, prepaid expenses and other assets 14,140 (969) Change in unearned premiums (42,171) (32,359) Change in losses and loss adjustment expense reserves (5,681) (6,439) Change in other liabilities 24,749 (6,673) Change in current income taxes payable 27,522 (4,294) Net realized gains on investments (11,132) (19,574) --------- --------- Net cash provided by operating activities 152,081 81,501 --------- --------- Investing activities: Sales or maturities of fixed maturity securities 633,347 622,658 Purchases of fixed maturity securities (727,641) (651,424) Sales or maturities (purchases) of short-term investments, net (56,428) (46,053) Purchases of property and equipment, net (561) (449) ---------- ----------- Net cash used for investing activities (151,283) (75,268) ---------- --------- Increase in cash 798 6,233 Cash at beginning of period 199 1,766 ----------- ---------- Cash at end of period $ 997 $ 7,999 =========== ========= See accompanying notes to interim financial statements -3- Financial Guaranty Insurance Company Notes to Financial Statements - -------------------------------------------------------------------------------- September 30, 1996 and 1995 (Unaudited) (1) Basis of Presentation The interim financial statements of Financial Guaranty Insurance Company (the Company) in this report reflect all adjustments necessary, in the opinion of management, for a fair statement of (a) results of operations for the nine months ended September 30, 1996 and 1995, (b) the financial position at September 30, 1996 and December 31, 1995, and (c) cash flows for the nine months ended September 30, 1996 and 1995. These interim financial statements should be read in conjunction with the financial statements and related notes included in the 1995 audited financial statements. The 1995 financial statements have been reclassified to conform to the 1996 presentation. The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (2) Statutory Accounting Practices The financial statements are prepared on the basis of GAAP, which differs in certain respects from accounting practices prescribed or permitted by state insurance regulatory authorities. The following are the significant ways in which statutory basis accounting practices differ from GAAP: (a) premiums are earned in proportion to the reduction of the related risk rather than in proportion to the coverage provided; (b) policy acquisition costs are charged to current operations as incurred rather than as related premiums are earned; (c) a contingency reserve is computed on the basis of statutory requirements for the security of all policyholders, regardless of whether loss contingencies actually exist, whereas under GAAP, a reserve is established based on an ultimate estimate of exposure; (d) certain assets designated as "non-admitted assets" are charged directly against surplus but are reflected as assets under GAAP, if recoverable; (e) federal income taxes are only provided with respect to taxable income for which income taxes are currently payable, while under GAAP taxes are also provided for differences between the financial reporting and tax bases of assets and liabilities; (f) purchases of tax and loss bonds are reflected as admitted assets, while under GAAP they are recorded as federal income tax payments; and (g) all fixed income investments are carried at amortized cost, rather than at fair value for securities classified as "Available for Sale" under GAAP. -4 - Financial Guaranty Insurance Company Notes to Financial Statements =============================================================================== The following is a reconciliation of the net income and stockholder's equity of Financial Guaranty prepared on a GAAP basis to the corresponding amounts reported on a statutory basis for the periods indicated below: Nine Months Ended September 30, 1996 1995 Net Stockholder's Net Stockholder's Income Equity Income Equity GAAP basis amount $136,249 $1,631,887 $131,987 $1,487,346 Premium revenue recognition (6,742) (173,669) (15,432) (159,804) Deferral of acquisition costs 1,192 (93,676) (5,426) (96,354) Contingency reserve - (428,798) - (372,683) Non-admitted assets - (4,314) - (6,084) Case-basis losses incurred and salvage recoverable (3,854) (3,906) 1,586 (2,514) Portfolio loss reserves - 24,000 (10,900) 35,200 Deferral of income tax 3,155 67,550 14,917 59,728 Unrealized gains on fixed maturity securities held at fair value, net of taxes - (12,340) - (34,463) Profit commission 1,234 (4,510) 5,228 (3,613) Contingency reserve tax deduction - 85,087 - 78,196 Provision for unauthorized reinsurance - - - (266) Allocation of tax benefits due to Parent's net operating loss to the Company (2) 10,289 118 9,772 ---------- ------------- ------------ ----------- Statutory basis amount $131,232 $1,097,600 $122,078 $994,461 ======== ========== ======== ======== -5- Financial Guaranty Insurance Company Notes to Financial Statements ================================================================================ September 30, 1996 and 1995 (Unaudited) (3) Dividends Under New York Insurance Law, the Company may pay a dividend only from earned surplus subject to the following limitations: o Statutory surplus after dividends may not be less than the minimum required paid-in capital, which was $2,100,000 in 1996. o Dividends may not exceed the lesser of 10 percent of its surplus or 100 percent of adjusted net investment income, as defined therein, for the twelve month period ending on the preceding December 31, without the prior approval of the Superintendent of the New York State Insurance Department. The amount of the Company's surplus available for dividends at September 30,1996 is approximately $109.8 million. (4) Income Taxes The Company's effective Federal corporate tax rate (21.6 percent and 20.2 percent for the nine months ended September 30, 1996 and 1995, respectively) is less than the statutory corporate tax rate (35 percent in 1996 and 1995) on ordinary income due to permanent differences between financial and taxable income, principally tax-exempt interest. (5) Reinsurance In accordance with Statement of Financial Accounting Standards No. 113 ("SFAS 113"), "Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts", adopted in 1993, the Company reports assets and liabilities relating to reinsured contracts gross of the effects of reinsurance. Net premiums earned are shown net of premiums ceded of $16.8 million and $17.1 million, respectively, for the nine months ended September 30, 1996 and 1995. - 6 -