INDEX TO FINANCIAL STATEMENTS of Federal Insurance Company Financial Statements Balance Sheets (Statutory Basis) as of September 30, 1998 and December 31, 1997...............................................................F-1 Statements of Income (Statutory Basis) for Three Months Ended September 30, 1998 and 1997......................................................F-2 Statements of Income (Statutory Basis) for Nine Months Ended September 30, 1998 and 1997......................................................F-3 Statements of Cash Flows (Statutory Basis) for Nine Months Ended September 30, 1998 and 1997............................................F-4 Notes to Financial Statements..........................................F-5 THE FINANCIAL STATEMENTS OF FEDERAL INSURANCE COMPANY ("FEDERAL") INCLUDED HEREIN HAVE BEEN PREPARED ON A STATUTORY BASIS, RATHER THAN IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES BECAUSE STATE INSURANCE DEPARTMENTS RESPONSIBLE FOR OVERSIGHT OF FEDERAL'S FINANCIAL CONDITION REQUIRE FINANCIAL STATEMENTS TO BE PRESENTED ON A STATUTORY BASIS. AS A RESULT, THE CHUBB CORPORATION DOES NOT PREPARE FINANCIAL STATEMENTS IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES FOR FEDERAL, ITS WHOLLY OWNED SUBSIDIARY. FEDERAL INSURANCE COMPANY BALANCE SHEETS - STATUTORY BASIS (Dollars in thousands except per share amounts) September 30, December 31, 1998 1997 ------------------- -------------------- ADMITTED ASSETS Invested Assets: Short Term Investments, at Amortized Cost $ 763,392 $ 714,065 Tax Exempt Bonds, at Amortized Cost 5,885,410 5,221,481 Taxable Bonds, at Amortized Cost 1,676,320 1,922,965 Equity Securities, at Market 436,187 465,563 Investments in Consolidated Subsidiaries 1,033,468 1,042,295 Investments in Unconsolidated Subsidiaries 206,502 220,182 Receivable for Securities - 29,838 Other Invested Assets 245,507 237,340 ------------------- -------------------- Total Invested Assets 10,246,786 9,853,729 Cash (123,503) 5,310 Premiums Receivable 582,134 625,601 Interest and Dividends Due and Accrued 119,050 126,395 Reinsurance Recoverable on Paid Losses 61,177 49,763 Equities and Deposits in Pools and Associations 75,568 66,276 Amounts Due from Associated Companies 66,278 51,388 Other Assets 367,640 174,057 ------------------- -------------------- 11,395,130 10,952,519 Deduct: Non-Admitted Assets 180,059 127,261 ------------------- -------------------- Total Admitted Assets $ 11,215,071 $ 10,825,258 =================== ==================== LIABILITIES AND SURPLUS TO POLICYHOLDERS Outstanding Losses and Loss Expenses $ 6,365,229 $ 6,065,735 Unearned Premiums 1,781,757 1,683,472 Working Funds Due to Manager - 136,598 Provision for Reinsurance 48,419 45,454 Accrued Expenses and Other Liabilities 388,887 338,883 ------------------- -------------------- Total Liabilities 8,584,292 8,270,142 ------------------- -------------------- Common Capital Stock 13,987 13,987 Paid-In Surplus 378,890 378,890 Unassigned Funds 2,207,143 1,972,505 Unrealized Appreciation of Investments 30,759 189,734 ------------------- -------------------- Total Surplus To Policyholders 2,630,779 2,555,116 ------------------- -------------------- Total Liabilities and Surplus To Policyholders $ 11,215,071 $ 10,825,258 =================== ==================== Common Capital Stock: Shares Authorized 3,499,971 3,499,971 Shares Issued and Outstanding 3,496,678 3,496,678 Par Value Per Share $ 4 $ 4 See accompanying notes. F-1 FEDERAL INSURANCE COMPANY STATEMENTS OF INCOME - STATUTORY BASIS Three Months Ended September 30, 1998 and 1997 (in thousands) 1998 1997 ------------------- -------------------- Net Premiums Written $ 885,219 $ 875,257 Increase in Unearned Premiums Net of Accrued Retrospective Premiums 41,252 49,606 ------------------- -------------------- Premiums Earned 843,967 825,651 ------------------- -------------------- Losses and Loss Expenses 587,114 554,119 Underwriting Expenses 289,260 264,192 Dividends to Policyholders 6,456 6,128 ------------------- -------------------- 882,830 824,439 ------------------- -------------------- Underwriting Gain (Loss) (38,863) 1,212 ------------------- -------------------- Investment Income Before Expenses 165,857 150,782 Realized Capital Gains 30,502 23,561 Investment Expenses 1,639 1,671 ------------------- -------------------- Investment Income 194,720 172,672 ------------------- -------------------- Other Income (including gain or loss on foreign exchange) 1,722 2,296 ------------------- -------------------- Income Before Federal and Foreign Income Tax 157,579 176,180 Federal and Foreign Income Tax Expense (Benefit) (26,174) 57,246 ------------------- -------------------- Net Income $ 183,753 $ 118,934 =================== ==================== See accompanying notes. F-2 FEDERAL INSURANCE COMPANY STATEMENTS OF INCOME - STATUTORY BASIS Nine Months Ended September 30, 1998 and 1997 (in thousands) 1998 1997 ------------------- -------------------- Net Premiums Written $ 2,623,835 $ 2,827,176 Increase in Unearned Premiums Net of Accrued Retrospective Premiums 98,285 409,271 ------------------- -------------------- Premiums Earned 2,525,550 2,417,905 ------------------- -------------------- Losses and Loss Expenses 1,701,345 1,575,013 Underwriting Expenses 836,602 847,902 Dividends to Policyholders 19,289 17,073 ------------------- -------------------- 2,557,236 2,439,988 ------------------- -------------------- Underwriting Loss (31,686) (22,083) ------------------- -------------------- Investment Income Before Expenses 486,824 814,279 Realized Capital Gains 81,462 39,167 Investment Expenses 6,456 5,630 ------------------- -------------------- Investment Income 561,830 847,816 ------------------- -------------------- Other Loss (including gain or loss on foreign exchange) (12,902) (3,156) ------------------- -------------------- Income Before Federal and Foreign Income Tax 517,242 822,577 Federal and Foreign Income Tax 50,059 159,048 ------------------- -------------------- Net Income $ 467,183 $ 663,529 =================== ==================== See accompanying notes F-3 FEDERAL INSURANCE COMPANY STATEMENTS OF CASH FLOWS - STATUTORY BASIS Nine Months Ended September 30, 1998 and 1997 (in thousands) 1998 1997 ------------------- -------------------- Cash From Operations Premiums Collected Net of Reinsurance $ 2,667,302 $ 2,808,067 Losses and Loss Expenses Paid (net of salvage and subrogation) 1,413,265 494,633 Underwriting Expenses Paid 848,514 821,667 Other Underwriting Expenses (204,040) (111,260) ------------------- -------------------- Cash from Underwriting 201,483 1,380,507 Investment Income (net of investment expense) 490,128 816,992 Other Expenses (28,785) (9,815) Dividends to Policyholders Paid (13,361) (5,147) Federal Income Taxes Paid (40,756) (143,924) ------------------- -------------------- Net Cash from Operations 608,709 2,038,613 ------------------- -------------------- Cash From Investments Proceeds from Investments Sold or Matured: Bonds 1,352,729 1,475,636 Equity Securities 155,303 61,695 Other Invested Assets 68,599 61,318 Miscellaneous Proceeds 616 33,775 ------------------- -------------------- Total Investment Proceeds 1,577,247 1,632,424 ------------------- -------------------- Cost of Investments Acquired: (Long Term Only) Bonds 1,753,305 3,040,926 Equity Securities 177,436 121,889 Other Invested Assets 67,092 47,476 Miscellaneous Applications 1,626 298 ------------------- -------------------- Total Investments Acquired 1,999,459 3,210,589 ------------------- -------------------- Net Cash from Investments (422,212) (1,578,165) ------------------- -------------------- Cash From Financing and Miscellaneous Sources Other Cash Provided 473 16,908 ------------------- -------------------- Cash Applied: Dividends to Stockholders Paid 210,000 210,000 Other Applications 56,456 - ------------------- -------------------- Total Cash Applied 266,456 210,000 ------------------- -------------------- Net Cash from Financing and Miscellaneous Sources (265,983) (193,092) ------------------- -------------------- Net Change in Cash and Short Term Investments (79,486) 267,356 Cash and Short Term Investments: Beginning of Year 719,375 687,906 ------------------- -------------------- End of Period $ 639,889 $ 955,262 =================== ==================== See accompanying notes. F-4 FEDERAL INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS 1. General These financial statements have been prepared in conformity with accounting practices prescribed or permitted by the Indiana Insurance Department. Such accounting practices vary in certain respects from generally accepted accounting principles. The amounts included in this report are unaudited but include those adjustments, consisting of normal recurring items, which management considers necessary for a fair presentation. These financial statements should be read in conjunction with the 1997 statutory basis financial statements and related notes of the Federal Insurance Company (Company). 2. Invested assets and related income Invested assets are carried at values prescribed by the National Association of Insurance Commissioners. Short term investments, which have an original maturity of one year or less, are carried at amortized cost. Bonds are generally carried at amortized cost. Equity securities are carried at market value. Investments in unconsolidated subsidiaries and other invested assets are accounted for on the equity basis. The cost of equity securities, investments in unconsolidated subsidiaries and other invested assets was as follows (in thousands): Sept. 30, Dec. 31, 1998 1997 _________ ________ Equity Securities $459,382 $410,001 Unconsolidated Subsidiaries 181,681 173,362 Other Invested Assets 215,824 191,791 The estimated market value of bonds was as follows (in thousands): Sept. 30, Dec. 31, 1998 1997 _________ ________ Tax Exempt Bonds $6,294,077 $5,547,386 Taxable Bonds 1,699,584 1,971,462 Investment income includes dividends from subsidiaries of $107,000,000 and $470,295,000 for the nine months ended 1998 and 1997, respectively. 3. Federal and foreign income tax The provision for federal and foreign income tax gives effect to differences between income for statutory reporting purposes and taxable income. The principal differences are (i) interest income on tax exempt bonds and (ii) the accelerated recognition of taxable income through the discounting of outstanding losses and loss expenses and the reduction of unearned premium reserves for tax purposes. No provision is made for deferred federal income tax. F-5 FEDERAL INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (continued) 4. Outstanding losses and loss expenses A discussion of the 1993 Fibreboard asbestos-related settlement is presented in Note 8 of the notes to the 1997 statutory basis financial statements of the Company. The following developments during 1998 relate to the settlement. In January 1998, the United States Court of Appeals for the Fifth Circuit again affirmed the approval by a lower court of the global settlement agreement among Pacific Indemnity Company (a wholly-owned property and casualty insurance subsidiary of the Company), Continental Casualty Company (a subsidiary of CNA Financial Corporation), Fibreboard Corporation and attorneys representing claimants against Fibreboard. The settlement relates to an insurance policy issued to Fibreboard Corporation by Pacific Indemnity. The Pacific Indemnity policy was 100% reinsured by the Company. In April 1998, the objectors to the global settlement agreement petitioned the United States Supreme Court to review the decision. In June 1998, the Supreme Court announced it would review the decision of the lower court. A decision by the Supreme Court is not expected until 1999. The trilateral agreement among Pacific Indemnity, Continental Casualty and Fibreboard was never appealed to the United States Supreme Court and is final. The trilateral agreement will be triggered if the global settlement agreement is ultimately disapproved. As a result, management continues to believe that the uncertainty of the Company's exposure, as reinsurer of Pacific Indemnity, with respect to asbestos-related bodily injury claims against Fibreboard has been eliminated. F-6