UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
OR
Commission file number 1-8993
FOLKSAMERICA HOLDING COMPANY
401(K) SAVINGS AND INVESTMENT PLAN
WHITE MOUNTAINS INSURANCE GROUP, LTD.
80 South Main Street
Hanover, New Hampshire 03755
(603) 640-2200
This Annual Report on Form 11-K is being filed so that it may be incorporated by reference into a Registration Statement on Form S-8 which White Mountains Insurance Group, Ltd. is filing with respect Common Shares, $1.00 par value per share, of White Mountains Insurance Group, Ltd. issuable under the Plan.
The following financial statements and exhibit are filed with, and included in, this Report:
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
Folksamerica Holding Company 401(k) Savings and Investment Plan (the "Plan") |
||||
Date: June 27, 2003 |
By: |
/s/ STEVEN E. FASS Name: Steven E. Fass Title: President and Chief Executive Officer Folksamerica Holding Company Inc. |
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By: |
/s/ THERESA KRESS Name: Theresa Kress Title: Vice President, Human Resources Folksamerica Holding Company Inc. |
Exhibit Number Description
Exhibit 99(a)
Folksamerica Holding Company
401(k) Savings & Investment Plan
Financial Statements for the years ended
December 31, 2002 and 2001
Folksamerica Holding Company
401(k) Savings and Investment Plan
Table of Contents
|
Page |
|
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Report of Independent Accountants | 1 | |
Financial Statements: |
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Statements of Net Assets Available for Plan Benefits as of December 31, 2002 and 2001 |
2 |
|
Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 2002 and 2001 |
3 |
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Notes to Financial Statements |
4-8 |
|
Supplemental Schedules: |
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Schedule H, Line 4(i)Schedule of Assets Held at End of Year As of December 31, 2002 |
9 |
REPORT OF INDEPENDENT ACCOUNTANTS
To
the Trustee and Participants of the Folksamerica Holding Company
401(k) Savings & Investment Plan:
In our opinion, the accompanying statements of net assets available for plan benefits and the related statements of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Folksamerica Holding Company 401(k) Savings & Investment Plan (the "Plan") at December 31, 2002 and 2001, and the changes in its net assets available for plan benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets Held at Year End is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
June 20, 2003
1
Folksamerica Holding Company
401(k) Savings and Investment Plan
Statements of Net Assets Available for Plan Benefits
December 31, 2002 and 2001
|
2002 |
2001 |
|||||
---|---|---|---|---|---|---|---|
Investments | |||||||
Funds on deposit with Merrill Lynch Trust Company of New York | $ | 13,039,431 | $ | 13,532,976 | |||
Loans to participants | 82,996 | 115,505 | |||||
Total investments | 13,122,427 | 13,648,481 | |||||
Receivables: | |||||||
Employer contributions | 72,359 | 61,904 | |||||
Participant contributions | 98,701 | 77,506 | |||||
Net assets available for plan benefits | $ | 13,293,487 | $ | 13,787,891 | |||
See accompanying notes to financial statements.
2
Folksamerica Holding Company
401(k) Savings and Investment Plan
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 2002 and 2001
|
2002 |
2001 |
||||||
---|---|---|---|---|---|---|---|---|
Additions (deductions) to net assets attributed to: | ||||||||
Interest and dividend income | $ | 374,437 | $ | 477,537 | ||||
Net depreciation in fair value of investments | (1,819,158 | ) | (389,919 | ) | ||||
Net investment (loss) income | (1,444,721 | ) | 87,618 | |||||
Contributions: |
||||||||
Employer contributions | 659,234 | 690,029 | ||||||
Participant contributions and rollovers | 1,068,327 | 895,921 | ||||||
Plan conversion | | 371,371 | ||||||
Total contributions | 1,727,561 | 1,957,321 | ||||||
Deductions from net assets attributed to: |
||||||||
Benefits paid to participants | 770,046 | 946,644 | ||||||
Other decreases | 7,198 | 26,811 | ||||||
Total deductions | 777,244 | 973,455 | ||||||
Net (decrease) increase in net assets available for plan benefits | (494,404 | ) | 1,071,484 | |||||
Net assets available for plan benefits: |
||||||||
Beginning of year | 13,787,891 | 12,716,407 | ||||||
End of year | $ | 13,293,487 | $ | 13,787,891 | ||||
See accompanying notes to financial statements.
3
1. The Plan:
Description of Plan
The following brief description of the Folksamerica Holding Company 401(k) Savings & Investment Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. Participants in the Plan include employees of Folksamerica Holding Company, Inc. ("Folksamerica") and a limited number of employees of White Mountains Insurance Group, Ltd. ("White Mountains"), Folksamerica's ultimate parent company, and certain affiliates. Folksamerica and White Mountains are collectively referred to as the "Company". During 2001, there was a plan conversion in which assets of White Mountains' previous benefit plan were transferred into the Plan.
The Plan was originally established on January 1, 1981 to provide retirement benefits for eligible employees of Folksamerica. The Plan was amended on October 1, 1994 to reflect a change in asset managers.
The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Company contributes to the Plan the total amount of salary reduction an employee elects to defer. Employees may elect to defer from 1% to 12% of their monthly salary (limited to an annual maximum of $11,000 and $10,500 in 2002 and 2001, respectively). The Company provides matching contributions equal to 100% of an employee's elective contribution up to six (6) percent of an employee's contributed compensation. The Company may also make additional discretionary contributions to the Plan, however no such contributions were made in 2002 or 2001.
The Plan is sponsored and administered by the Company (the "Plan Administrator"). The Company has appointed Merrill Lynch Trust Company of New York ("Merrill Lynch") as trustee who is responsible for the management of the Plan's assets. Expenses related to the administration of the Plan are paid by the Company.
Eligibility and Participation
Employees of the Company must complete one (1) year of service and have attained the age of 18 to become eligible for participation in the Plan. A year of service is defined as a twelve consecutive month period, beginning on the employee's date of hire, during which he or she completes 1,000 hours of service. An hour of service is any hour the employee works for the Company and is entitled to payment from the Company. An employee becomes a member of the Plan on the entry date coincident with or next following the date that he or she meets the eligibility requirements.
Rollover contributions represent vested account balances transferred by participants of the Plan from other plans.
Beginning on January 1, 2003, employees will be eligible for participation in the Plan on their date of hire with matching Company contributions to begin on the first anniversary of the date of hire. Management does not expect this to have a material effect on Plan's financial statements.
Vesting
Participants are always 100% vested in employee contributions and rollover contributions plus net investment income earned on these amounts.
4
The Plan provides for full (100%) vesting of the Company's contributions. Participants become vested in Company contributions based on years of services as follows:
Years of Service |
Percentage |
|
---|---|---|
1 | 0% | |
2 | 25% | |
3 | 50% | |
4 | 75% | |
5 | 100% |
Transfers
Participants are permitted to change the investment of their interests in any of the funds on a daily basis subject to certain limits.
Forfeitures
Plan participants who terminate employment for reasons other than retirement, death, or disability will receive the vested portion of their account only. Amounts forfeited due to terminations of employment will be used to reduce the Company's future contributions to the Plan. The forfeitures were $25,618 and $4,427 for 2002 and 2001, respectively.
Participant Loans
The Plan allows loans to participants up to a maximum amount of 50% of the participant's vested balance not to exceed $50,000. Loan provisions provide for a term generally not to exceed five years, with interest rates and repayment schedules to be determined by the Plan Administrator. The interest rates on participant loans outstanding at December 31, 2002 and 2001 range from 5.25% to 10.5% and 7.0% to 10.5%, respectively.
Payment of Benefits
Each participant's accrued benefits, including allocations of Plan earnings, may be paid to the participant upon retirement, death, disability, resignation, discharge, or proven hardship. The normal form of benefit payable under this Plan is a lump sum.
Asset Management
The trustee of the Plan is also the record keeper and custodian of the Plan's assets.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right, under the Plan, to suspend contributions, to discontinue contributions, or to terminate the Plan at any time. In the event of termination, the accounts of the members of the Plan are fully vested and nonforfeitable.
2. Summary of Significant Accounting Policies:
Basis of Presentation
The accompanying statements of net assets available for plan benefits and changes in net assets available for plan benefits have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
5
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the changes in net assets available for plan benefits during the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan provides for investment options in mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate risk, market risk and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participant's account balances and the amounts reported in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits.
Investments
The Plan provides for participant directed investment programs with Merrill Lynch. During 2000 the Company added several funds to the Plan as well as the option for self-directed equity investments (the "Self-Direct RCMA option"), to enhance options available to employees. Additionally, participants have the option to invest in the publicly traded common shares of White Mountains ("WTM"). A description of the investment funds of the Plan is set forth in each fund's prospectus.
The Plan's investments are stated at fair value, based on the quoted market price on the last business day of the Plan year.
Pooled separate account balances (i.e., individual funds) are recorded at fair value and increase and decrease with contributions, withdrawals, and realized and unrealized gains and losses from the assets in the accounts. The value of each separate account is determined at the close of each business day based on market values of the underlying assets. Gain or loss on investments in pooled separate accounts sold during the year is based on their inventory value (market value at the beginning of the period or cost if purchased prior to the beginning of the period). Increase or decrease in the value of investments held in pooled separate accounts at year end is based on the difference between the market value of such investments at the end of the year and their inventory value.
Contributions from the participants and the employer are recorded in the period in which the payroll deductions are made from Plan participants' paychecks. Funds are remitted to the Plan monthly.
Loans to participants are stated at cost less principal pay downs.
The Plan presents in the statements of changes in net assets available for plan benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and unrealized appreciation (depreciation) on those investments.
Income Taxes
On January 26, 1994, the Plan received its most recent letter of determination from the Internal Revenue Service on its qualification under sections 401(a) and 401(k) of the Internal Revenue Code. The Plan has subsequently been amended, however, the Plan Administrator believes that the Plan continues to be designed and operated in accordance with the requirements for qualification. Therefore, no provision for income taxes is made in the accompanying financial statements.
6
Reclassifications:
Certain reclassifications have been made to the amounts presented for the prior period to conform to the 2002 presentation.
3. Investments
Investments, at fair value, that represent five percent or more of the Plan's net assets at December 31, 2002 and/or 2001 are separately identified as follows:
|
2002 |
2001 |
||||
---|---|---|---|---|---|---|
Merrill Lynch Retirement Preservation Trust Fund & Other* | $ | 3,992,145 | $ | 3,590,548 | ||
White Mountains Insurance Group, Ltd. | 2,603,733 | 2,642,752 | ||||
Merrill Lynch S&P Index Fund | 1,066,095 | 981,417 | ||||
Merrill Lynch Balanced Capital Fund | 921,227 | 1,229,026 | ||||
PIMCO Total Return Fund | 905,685 | 715,009 | ||||
Davis Venture Fund | 716,696 | 762,384 | ||||
Merrill Lynch Global Allocation Fund | 634,240 | 772,446 | ||||
Merrill Lynch Fundamental Growth Fund | 628,522 | 802,815 | ||||
Self-Direct RCMA Option | 451,901 | 815,662 | ||||
$ | 11,920,244 | $ | 12,312,059 | |||
*Other includes cash of $2,618 and $2,435 in pooled separate accounts (reported separately by Merrill Lynch) at December 31, 2002 and 2001.
Each participant's account is credited with the participant's contributions, which include amounts transferred from other Plans (i.e., rollovers).
7
4. Reconciliation of Financial Statements to Form 5500:
2002: | |||||
Total contributions: | |||||
Balance per financial statements | $ | 1,727,711 | |||
Current contribution receivable | (171,060 | ) | |||
Prior year contribution receivable | 139,411 | ||||
Classification difference | (152 | ) | |||
Balance per Form 5500 | 1,695,910 | ||||
Net assets available for plan benefits end of year |
|||||
Balance per financial statements | 13,293,487 | ||||
Contributions receivable | (171,060 | ) | |||
Balance per Form 5500 | $ | 13,122,427 | |||
2001: | |||||
Total contributions: | |||||
Balance per financial statements | $ | 1,957,321 | |||
Current contribution receivable | (139,411 | ) | |||
Prior year contribution receivable | 90,766 | ||||
Classification difference Plan Conversion | (371,371 | ) | |||
Balance per Form 5500 | $ | 1,537,305 | |||
Net assets available for plan benefits end of year | |||||
Balance per financial statements | $ | 13,787,981 | |||
Contributions receivable | (139,411 | ) | |||
Classification difference | (90 | ) | |||
Balance per Form 5500 | $ | 13,648,480 | |||
8
Folksamerica Holding Company
401(k) Savings and Investment Plan
Supplemental Data Required by the Department of Labor
Schedule H, Line 4(i)
Schedule of Assets Held at End of Year
December 31,
2002
Identity of Issue, Borrower |
Description of Investment |
Cost |
Current Value |
|||||
---|---|---|---|---|---|---|---|---|
Merrill Lynch | Merrill Lynch Retirement Preservation Trust and other cash accounts | $ | 3,992,145 | $ | 3,992,145 | |||
White Mountains Insurance Group, Ltd. | 1,572,785 | 2,603,733 | ||||||
Merrill Lynch S&P 500 Index Fund | 1,406,950 | 1,066,095 | ||||||
Merrill Lynch Capital Fund | 1,371,727 | 921,227 | ||||||
PIMCO Total Return Fund | 890,222 | 905,685 | ||||||
Davis Venture Fund | 893,365 | 716,696 | ||||||
Merrill Lynch Global Allocation Fund | 762,593 | 634,240 | ||||||
Merrill Lynch Fundamental Growth Fund | 1,236,538 | 628,522 | ||||||
Self-Direct RCMA Option | 451,901 | 451,901 | ||||||
Merrill Lynch Small Capital Value Fund | 419,408 | 378,133 | ||||||
Van Kampen Emergency Growth Fund | 331,485 | 184,239 | ||||||
Oppenheimer Quest Balanced Value Fund | 209,380 | 161,888 | ||||||
AIM International Equity Fund | 168,542 | 133,571 | ||||||
Merrill Lynch Healthcare Fund | 60,206 | 50,025 | ||||||
Ivy International II Fund | 52,208 | 41,369 | ||||||
Merrill Lynch Pacific Fund | 43,394 | 36,446 | ||||||
Davis Financial Fund | 42,258 | 36,069 | ||||||
AIM Advanced Real Estate Fund | 19,961 | 20,422 | ||||||
PIMCO Innovation Fund | 27,603 | 17,801 | ||||||
Merrill Lynch Small Cap Index Fund | 20,078 | 17,279 | ||||||
Seligman Comm & Info Fund | 14,556 | 10,933 | ||||||
Federated International Small Company Fund | 12,751 | 10,853 | ||||||
Merrill Lynch Latin America Fund | 10,998 | 9,081 | ||||||
Pioneer Europe Fund | 11,628 | 9,057 | ||||||
Merrill Lynch Euro Fund | 1,964 | 2,021 | ||||||
$ | 14,024,646 | $ | 13,039,431 | |||||
Participant loans | Interest rates, 5.25% to 10.5% | $ | 82,996 | $ | 82,996 | |||
9
Exhibit 99(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration Statement of White Mountains Insurance Group, Ltd. (Form S-8, No. 333-82563), of our report dated June 20, 2003 relating to the financial statements of Folksamerica Holding Company 401(k) Savings and Investment Plan as of and for the years ended December 31, 2002 and 2001, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
New
York, NY
June 25, 2003
Exhibit 99(c)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Folksamerica Holding Company 401(k) Saving and Investment Plan (the "Plan") on Form 11-K for the year ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven E. Fass, President and Chief Executive Officer of Folksamerica Holding Company, Inc., certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
/s/ Steven E. Fass
President and Chief Executive Officer
Date: June 24, 2003
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Folksamerica Holding Company 401(k) Saving and Investment Plan (the "Plan") on Form 11-K for the year ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Theresa Kress, Vice President, Human Resources of Folksamerica Holding Company, Inc., certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
/s/ Theresa Kress
Vice President, Human Resources
Date: June 24, 2003