UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One) | |
ý |
Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2002 |
|
OR |
|
o |
Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to |
Commission file number 1-8993
ONEBEACON INSURANCE SAVINGS PLAN
WHITE MOUNTAINS INSURANCE GROUP, LTD.
80 South Main Street
Hanover, NH 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.
ONEBEACON INSURANCE SAVINGS PLAN (the "Plan") | ||||
Date: June 27, 2003 |
By: |
/s/ THOMAS N. SCHMITT Title: Senior Vice President, Human Resources One Beacon Insurance Company (the Plan Administrator) |
EXHIBIT NUMBER |
DESCRIPTION |
|||
---|---|---|---|---|
99(A) | Financial statements for the Plan consisting of: | |||
1. |
Report of Independent Accountants; |
|||
2. |
Statements of Net Assets Available for Plan Benefits as of December 31, 2002 and 2001; |
|||
3. |
Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 2002 and 2001; |
|||
4. |
Notes to Financial Statements; |
|||
5. |
Schedule of Assets Held at End of Year as of December 31, 2002; and |
|||
99(B) |
Consent of Independent Accounts |
|||
99(C) |
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Exhibit 99(A)
OneBeacon Insurance Savings Plan
Financial Statements and Supplemental Schedule to
Accompany 2002 Form 5500
Annual Report of Employee Benefit Plan
Under ERISA of 1974
For the Years Ended December 31, 2002 and 2001
OneBeacon Insurance Savings Plan
Index of Financial Statements and Supplemental Schedule
|
Page(s) |
||
---|---|---|---|
Report of Independent Accountants | 2 | ||
Statements of Net Assets Available for Benefits December 31, 2002 and 2001 |
3 |
||
Statements of Changes in Net Assets Available for Benefits For the years ended December 31, 2002 and 2001 |
4 |
||
Notes to Financial Statements |
5-9 |
||
Supplemental schedule *: |
|||
Schedule of Assets (Held at End of Year) December 31, 2002 |
10-13 |
1
Report of Independent Auditors
To
the Participants and Administrator of
OneBeacon Insurance Savings Plan
In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of OneBeacon Insurance Savings Plan (the "Plan") at December 31, 2002 and 2001, and the changes in net assets available for 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 our opinion.
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 end of year) at December 31, 2002 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.
As further described in Notes H and I, certain participant balances from the Plan were transferred into the Liberty Mutual Thrift Incentive Plan and the CGNU Service Corporation 401(k) Plan in January, 2002 and June 1, 2001, respectively.
/s/ PricewaterhouseCoopers LLP
Boston,
Massachusetts
June 26, 2003
2
OneBeacon Insurance Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2002 and 2001
|
2002 |
2001 |
|||||||
---|---|---|---|---|---|---|---|---|---|
Assets | |||||||||
Investments: | |||||||||
Investments at fair value (Notes B,C,D,E) | $ | 338,146,120 | $ | 422,169,931 | |||||
Loans to participants at fair value (Note A) | 5,311,372 | 10,429,873 | |||||||
343,457,492 | 432,599,804 | ||||||||
Receivables: |
|||||||||
Employer contributions | 38,858 | 25,347 | |||||||
Participant contributions | 121,212 | 58,832 | |||||||
160,070 | 84,179 | ||||||||
Net assets available for benefits | $ | 343,617,562 | $ | 432,683,983 | |||||
The accompanying notes are an integral part of these financial statements.
3
OneBeacon Insurance Savings Plan
Statements of Changes in Net Assets Available for Benefits
For the years ended December 31, 2002 and 2001
|
2002 |
2001 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Additions | ||||||||||
Investment income: | ||||||||||
Interest and dividend income (Notes C and D) | $ | 7,524,446 | $ | 11,918,358 | ||||||
Interest income, participant loans (Note A) | 426,113 | 952,791 | ||||||||
Net appreciation/(depreciation) in fair value of investments (Note D) | (31,453,150 | ) | (15,724,301 | ) | ||||||
(23,502,591 | ) | (2,853,152 | ) | |||||||
Contributions: |
||||||||||
Employer | 6,498,091 | 13,780,347 | ||||||||
Participant | 14,884,759 | 22,074,918 | ||||||||
21,382,850 | 35,855,265 | |||||||||
Transfers inrollovers |
2,841,350 |
2,452,279 |
||||||||
Other increases | 15,734 | 23,275 | ||||||||
Total additions | 737,343 | 35,477,667 | ||||||||
Deductions |
||||||||||
Benefits paid to participants | 72,560,525 | 37,471,405 | ||||||||
Miscellaneous | 621 | 23,164 | ||||||||
Total deductions | 72,561,146 | 37,494,569 | ||||||||
Net decrease excluding transfer out | (71,823,803 | ) | (2,016,902 | ) | ||||||
Transfers out(Notes H and I) | (17,242,618 | ) | (6,660,142 | ) | ||||||
Net decrease | (89,066,421 | ) | (8,677,044 | ) | ||||||
Net assets available for benefits: |
||||||||||
Beginning of year | 432,683,983 | 441,361,027 | ||||||||
End of year | $ | 343,617,562 | $ | 432,683,983 | ||||||
The accompanying notes are an integral part of these financial statements.
4
OneBeacon Insurance Savings Plan
A. Description of the Plan
The following description of the OneBeacon Insurance Savings Plan ("Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering substantially all employees of OneBeacon Insurance Company (the "Company"). It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
On June 1, 2001 the Company was sold to White Mountains Insurance Group, Ltd. and the Plan was amended to change the name of the Plan from CGU Savings Plan to OneBeacon Insurance Savings Plan.
Eligibility
Employees who complete sixty days of continuous service are eligible to participate in the Plan. Eligible employees are automatically enrolled in the Plan at a 2 percent contribution rate, unless waived by the employee.
Contributions
During 2002 and 2001, the maximum participants could contribute each year was 18 percent of annual compensation on a pre-tax and/or an after-tax basis, as defined in the Plan. Effective January 1, 2003, participants may contribute 40 percent of annual compensation on a pre-tax and/or an after-tax basis. Participants direct their contributions into various investment options offered by the Plan. During 2002 and 2001, the Company contributed on behalf of the participant 100 percent of the first 2 percent and 50 percent of the next 4 percent of base compensation that a participant contributes to the Plan. Effective January 1, 2003, the Company contributes 50 percent of the first 6 percent of base compensation that a participant contributes to the Plan. During 2002, fifty percent of the Company matching contribution was invested in the White Mountains Stock Fund and all remaining contributions were invested in the employee directed investment options. Effective January 1, 2003, the company match will mirror the employee directed investment options. Effective January 1, 2003, eligible participants who attain age 50 before the end of the Plan year may make catch up contributions to the Plan. Contributions are subject to IRS limitations.
Employees who were employed on or before the sale completion date of June 1, 2001 and who remained as active employees as of December 31, 2001 were provided with the equivalent of two common shares of White Mountains Insurance Group, Ltd., which were directed into the White Mountains Stock Fund within the employee's plan account on December 31, 2001. Employees who were not participating in the Plan had an account opened for them for this grant. Contributions into the White Mountains Stock Fund can be immediately directed by the participant into another investment option.
Employees hired between June 1, 2001 and April 11, 2003 will be provided with the equivalent of two common shares of White Mountains Insurance Group, Ltd. on the first day of the second month of the quarter following one year of service with the Company. In 2002, the Company contributed $141,417 to participants hired between June 1, 2001 and September 30, 2001. Contributions into the White Mountains Stock Fund can be immediately directed by the participant into another investment option.
5
Participant Accounts
Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution and (b) Plan earnings, net of an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
Vesting
Participants are vested immediately in their contributions plus actual earnings thereon. Vesting in the Company's contribution portion of their accounts is based on years of continuous service. A participant is 100 percent vested after three years of credited service.
Forfeitures
Forfeitures are used to reduce future Company contributions. The balances as of December 31, 2002 and 2001, in the forfeiture account were $6,727 and $903, respectively. During 2002 and 2001, $329,014 and $224,108, respectively, of forfeited funds were used to offset employer contributions.
Participant Loans
Participants may borrow from their fund accounts a minimum of $500 up to a maximum of $50,000 or 50 percent of their vested account balance, whichever is less. The loans are secured by the balance in the participant's account and bear interest at the prime rate (4.25 and 4.75 at December 31, 2002 and December 31, 2001, respectively) plus 1 percent as of the beginning of the month in which the loan was made.
Payment of Benefits
On termination of service due to death, disability, or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, or annual installments over time. For termination of service for other reasons, a participant may only receive the value of the vested interest in his or her account as a lump-sum distribution.
Expenses
During 2002 and 2001, the Company paid all administrative expenses relating to the Plan except for certain fund level expenses that are offset against investment income prior to allocation to participant accounts. Effective January 1, 2003, the participants will pay all administrative expenses formerly paid by the Company.
Plan Termination
While the Company has not expressed any intent to discontinue their contributions or terminate the Plan, they are free to do so at any time. In the event the Plan is terminated, the Plan provides that each participant's balance, inclusive of Company contributions, becomes immediately 100 percent vested and shall be distributed to the participants.
6
B. Investment Options
During the plan years ended December 31, 2002 and 2001, participants were able to allocate their contributions among the following investment options:
OneBeacon Equity Fund |
OneBeacon Fixed Income Fund |
OneBeacon Fully Managed Fund |
Stein Roe Disciplined Stock Fund: Effective February 2001, this fund was merged into the Liberty Select Value Fund. |
Liberty Select Value Fund, Class Z |
Vanguard 500 Index Fund |
Vanguard Asset Allocation Fund |
Vanguard Extended Market Index Fund |
Vanguard High-Yield Corporate Fund |
Vanguard International Growth Fund |
Vanguard Long-Term Corporate Fund |
Vanguard Morgan Growth Fund |
Vanguard Prime Money Market Fund |
Vanguard Short-Term Corporate Fund |
Vanguard Small-Cap Index Fund |
Vanguard Total International Stock Index Funds |
Vanguard U.S. Growth Fund |
Vanguard Wellington Fund |
Vanguard Windsor Fund |
Vanguard Windsor II Fund |
White Mountains Stock Fund |
C. Summary of accounting policies
The following accounting policies, which conform to accounting principles generally accepted in the United States of America, have been used consistently in the preparation of the Plan's financial statements:
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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 additions and deductions during the reporting period. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value, except for its investment contract(s), which are valued at contract value which approximates fair value (Note E). Shares of White Mountains common stock and registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. Participant loans are valued at cost, which approximates fair value. Shares in common/collective trust funds are valued at the net asset value of
7
the Plan's shares held, as determined by the Custodian. Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in dividend income.
In accordance with the policy of stating investments at fair value, the Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.
Benefit Payments
Benefits are recorded when paid.
Risks and Uncertainties
The Plan provides various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, money market funds, and other investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, and a 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 participants' account balances and the amounts reported in the Statement of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.
D. Investments
The following presents the fair value of investments that represent 5 percent or more of the Plan's net assets.
|
As of December 31, |
||||||
---|---|---|---|---|---|---|---|
|
2002 |
2001 |
|||||
Investments, at fair value | |||||||
Vanguard 500 Index Fund | $ | 25,176,783 | $ | 39,020,128 | |||
Vanguard Prime Money Market Fund | 17,590,921 | NA | |||||
Vanguard Wellington Fund | 19,927,651 | 26,289,934 | |||||
Vanguard Windsor Fund | 26,217,886 | 44,960,459 |
During 2002 and 2001, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated/(depreciated) in value as follows:
|
Years Ended December 31, |
|||||||
---|---|---|---|---|---|---|---|---|
|
2002 |
2001 |
||||||
Net appreciation/(depreciation) in fair value of investments, by type | ||||||||
Common Stock | $ | (6,267,347 | ) | $ | (4,618,575 | ) | ||
Preferred Stock | 180,463 | | ||||||
White Mountains Stock | (346,363 | ) | (2,134 | ) | ||||
Corporate Bonds | 3,096,130 | 609,930 | ||||||
US Government Bonds | 270,652 | 64,512 | ||||||
Registered Investment Companies | (28,386,685 | ) | (11,778,034 | ) | ||||
Net appreciation/(depreciation) in fair value of investments | $ | (31,453,150 | ) | $ | (15,724,301 | ) | ||
8
E. Investment Contracts (OneBeacon Insurance Stable Value Fund)
The Plan has entered into benefit-responsive investment contracts with AIG Life, CDC Capital, GE Life and Annuity Insurance, John Hancock Mutual, JP Morgan Chase Bank, Life of Virginia, Metropolitan Life Insurance, New York Life Insurance, Rabobank, State Street Bank, and Vanguard Prime Money Market Fund. These institutions maintain the contributions in a general account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The contracts are included in the financial statements at contract value as reported to the Plan by these institutions. Contract value represents contributions made under the contracts, plus earnings, less participant withdrawals and administrative expenses. The average yields during the years ended December 31, 2002 and 2001 were 5.29 percent and 5.73 percent, respectively. The crediting interest rates ranged from 3.85 to 7.64 percent and 4.67 to 7.64 percent at December 31, 2002 and 2001, respectively. The crediting interest rate is based on a formula agreed upon with the issuer, but may not be less than 0 percent. Such interest rates on synthetic contracts are reviewed on a quarterly basis for resetting.
F. Related party transactions
The Plan invests in shares of mutual funds managed by an affiliate of Vanguard Fiduciary Trust Company ("VFTC"). VFTC acts as trustee for only those investments as defined by the Plan. The Plan also has investments, which are managed by White Mountain Advisors, an affiliate of the Company. Transactions in such investments qualify as party-in-interest transactions, which are exempt from the prohibited transaction rules. Participants' loans also constitute party-in-interest transactions.
The Plan invests in the White Mountains Stock Fund (the "Fund") which is comprised of common shares of White Mountains Insurance Group, Ltd. (the Parent Company) and small amounts of cash invested in the Vanguard Prime Money Market Fund. The share values of the Fund are recorded and maintained by VFTC, Trustee of the Plan. During the years ended December 31, 2002 and 2001, the Plan purchased shares in the Fund in the amounts of $5,021,187 and $4,871,180, respectively, sold shares in the Fund of $2,652,396 and 145,861, respectively, and had net depreciation in the Fund of $(346,363) and $(2,134), respectively. The total value of the Plan's investment in the Fund was $6,745,613 and $4,723,185 at December 31, 2002 and 2001, respectively.
G. Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated January 16, 2002, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). Management believes the Plan is designed and operates in accordance with the IRC, therefore, no provision for income taxes is required.
H. 2002 Transfer Out
Effective December 31, 2001, approximately 1,972 full time employees of the property and casualty business were transferred to Liberty Mutual. Employees with loan balances could either pay off their loan and remain in the Plan or transfer their loan and investments in their entirety to the Liberty Mutual Thrift Incentive Plan. In January 2002, $17,242,618 in loans and investments were transferred out of the Plan.
I. 2001 Transfer Out
In connection with the sale of the Company on June 1, 2001, an affiliated group with participants in the Plan, CGU Life Insurance Company, was divested and the assets and obligations in the amount of $6,660,142 associated with these participants were transferred out to a newly created qualified plan, CGNU Service Corporation 401(k) Plan.
9
OneBeacon Insurance Savings Plan
Schedule of Assets (Held at End of Year)
(Form 5500, Schedule H, Part IV, Line 4i)
IDENTITY OF ISSUE |
SECURITY DESCRIPTION |
CURRENT VALUE |
|||||||
---|---|---|---|---|---|---|---|---|---|
Cash and cash equivalents | |||||||||
*TBC INC POOLED EMPLOYEE FUNDS | DAILY LIQUIDITY FUND | 9,281,071 | |||||||
Common Stock | |||||||||
AETNA INC COM NEW | 7,800 | $ | 320,736 | ||||||
ALEXANDER & BALDWIN INC | 40,000 | 1,031,600 | |||||||
AMERADA HESS CORP | 10,000 | 550,500 | |||||||
AMERICAN INTL GROUP INC | 10,000 | 578,500 | |||||||
AON CORP COM | 80,000 | 1,511,200 | |||||||
ARCHER DANIELS MIDLAND CO | 50,000 | 620,000 | |||||||
BANK ONE CORP | 12,400 | 453,220 | |||||||
BERKSHIRE HATHAWAY INC DEL CLASS B | 500 | 1,211,500 | |||||||
CAPITOL FED FINL | 15,000 | 432,000 | |||||||
COSTCO WHSL CORP | 12,500 | 350,750 | |||||||
EL PASO ELEC CO | 160,000 | 1,760,000 | |||||||
FAIRMONT HOTELS & RESORTS INC | 100,000 | 2,355,000 | |||||||
FIRST DATA CORP | 12,000 | 424,920 | |||||||
FIRSTENERGY CORP | 100,000 | 3,297,000 | |||||||
FPL GROUP INC | 5,000 | 300,650 | |||||||
GILLETTE CO | 20,000 | 607,200 | |||||||
GREAT LAKES CHEM CORP | 110,000 | 2,626,800 | |||||||
HASBRO INC | 40,000 | 462,000 | |||||||
HONEYWELL INTL INC | 20,000 | 480,000 | |||||||
LONGVIEW FIBRE CO | 100,000 | 723,000 | |||||||
MARATHON OIL CORP | 130,000 | 2,767,700 | |||||||
MATTEL INC | 40,000 | 766,000 | |||||||
MBNA CORP | 33,300 | 633,366 | |||||||
MCDONALDS CORP | 10,000 | 160,800 | |||||||
MEREDITH CORP | 70,000 | 2,877,700 | |||||||
MILLER HERMAN INC | 13,700 | 252,080 | |||||||
OCTEL CORP | 60,000 | 948,000 | |||||||
OVERSEAS SHIPHOLDING GROUP | 30,000 | 537,000 | |||||||
PEOPLES BANK | 90,000 | 2,262,600 | |||||||
POTLATCH CORP | 30,000 | 716,400 | |||||||
PRINCIPAL FINANCIAL GROUP | 12,000 | 361,560 | |||||||
RYDER SYS INC | 50,000 | 1,122,000 | |||||||
SAFEWAY INC | 20,000 | 467,200 | |||||||
SBC COMMUNICATIONS INC | 20,000 | 542,200 | |||||||
STANLEY WKS | 13,000 | 449,540 | |||||||
TEXAS INSTRUMENTS INC | 12,000 | 180,120 | |||||||
TJX COS INC | 32,200 | 628,544 | |||||||
TRAVELERS PROPERTY CASUALTY | 25,000 | 366,250 | |||||||
UNISOURCE ENERGY CORP | 200,000 | 3,458,000 | |||||||
UNITED PARCEL SVC INC CL B | 11,000 | 693,880 | |||||||
UNITED TECHNOLOGIES CORP | 10,000 | 619,400 | |||||||
UNOCAL CORP | 25,000 | 764,500 | |||||||
VIACOM INC CL B | 10,260 | 418,198 | |||||||
WASHINGTON MUTUAL INC | 17,000 | 587,010 | |||||||
WELLPOINT HEALTH NETWORK INC | 10,000 | 711,600 | |||||||
10
Preferred Stock | |||||||||
ROUSE CO EXCH CVT PFD SER B | 20,000 | 917,500 | |||||||
UNION PAC CAP TR TERM INCOME | 77,500 | 3,971,875 | |||||||
UNOCAL CAP TR EXCH CVT PFD | 75,000 | 3,834,375 | |||||||
Company Stock | |||||||||
*WHITE MOUNTAINS STOCK | 20,799 | 6,718,077 | |||||||
Corporate Bonds | |||||||||
3M EMPLOYEE STK OWNERSHIP 144A | 5.620% 07/15/2009 | 757,359 | |||||||
AMERICAN GEN FIN MTN #TR00378 | 5.375% 10/01/2012 | 2,048,170 | |||||||
AON CORP SR DEB CVT 144A | 3.500% 11/15/2012 | 555,000 | |||||||
CONOCO INC SR NTS | 6.350% 04/15/2009 | 2,246,520 | |||||||
DEERE & CO DEB | 7.850% 05/15/2010 | 2,392,760 | |||||||
DOVER CORP NT | 6.450% 11/15/2005 | 1,105,210 | |||||||
DU PONT EI DE NEMOURS & CO NT | 6.875% 10/15/2009 | 2,352,940 | |||||||
ECOLAB INC NT | 6.875% 02/01/2011 | 544,970 | |||||||
ELECTRONIC DATA SYS CORP NT | 7.125% 10/15/2009 | 2,055,680 | |||||||
FOSTERS FIN CORP NT 144A | 6.875% 06/15/2011 | 1,139,989 | |||||||
HARTFORD LIFE INC SR NT | 7.375% 03/01/2031 | 1,113,650 | |||||||
HARVARD UNIV MASS | 8.125% 04/15/2007 | 1,243,550 | |||||||
HEINZ H J FIN CO GTD NT 144A | 6.625% 07/15/2011 | 2,267,090 | |||||||
INTERNATIONAL PAPER CO | 7.500% 05/15/2004 | 1,067,580 | |||||||
KINDER MORGAN ENERGY SR NT | 7.500% 11/01/2010 | 1,138,571 | |||||||
LOEWS CORP SUB NOTES CVT | 3.125% 09/15/2007 | 1,118,750 | |||||||
MARSH & MCLENNAN COS INC | 7.125% 06/15/2009 | 1,714,035 | |||||||
MATTEL INC MTN # TR 00019 | 7.480% 04/22/2009 | 1,109,020 | |||||||
NEWELL CO MTN #TR 00032 | 5.420% 10/21/2003 | 1,544,400 | |||||||
OHIO CAS CORP NT CVT | 5.000% 03/19/2022 | 461,875 | |||||||
PEARSON INC GTD NT 144A | 7.375% 09/15/2006 | 1,125,900 | |||||||
RAILCAR TR NO 1992-1 | 7.750% 06/01/2004 | 165,122 | |||||||
SARA LEE CORP MTN # TR 00020 | 6.275% 02/23/2004 | 1,571,745 | |||||||
SOUTHWEST AIRLS 01-1 CL A2 | 5.496% 11/01/2006 | 1,162,018 | |||||||
ST PAUL COS INC MTN # TR 00054 | 6.730% 07/14/2005 | 1,074,040 | |||||||
STANDARD CR CARD 94-2 CTF CL A | 7.250% 04/07/2006 | 2,269,902 | |||||||
TECK COMINCO LTD CV SUB DEB | 3.750% 07/15/2006 | 855,000 | |||||||
TRIBUNE CO MTN #TR 00043 | 5.900% 01/24/2006 | 1,081,240 | |||||||
TRIZEC HAHN CORP DEBS EXCH | 3.000% 01/29/2021 | 1,661,250 | |||||||
WELLPOINT HEALTH NETWORKS NT | 6.375% 06/15/2006 | 1,091,754 | |||||||
WELLS FARGO BK NA NT | 6.450% 02/01/2011 | 2,245,180 | |||||||
US Government Securities | |||||||||
FEDERAL HOME LN MTG CORP DEBS | 7.800% 09/12/2016 | 1,162,881 | |||||||
11
OneBeacon Insurance Group Stable Value FundInsurance and Investment Contracts | |||||||||
AIG Life 1050 | 6.21% 4/30/2003 | 4,207,227 | |||||||
CDC Capital 362-02 | 3.85% 12/2/2003 | ||||||||
Wrapper contract | 661,977 | ||||||||
Underlying assets | |||||||||
SBM7 1998-NC7 A7 | 4,353,053 | ||||||||
Total contract value | 5,015,030 | ||||||||
CDC Capital 362-03 | 5.75% 2/8/2004 | ||||||||
Wrapper contract | 4,776,479 | ||||||||
Underlying assets | |||||||||
PBHET 1998-2 A5 | 1,279,845 | ||||||||
Total contract value | 6,056,324 | ||||||||
CDC Financial Products 1362-01 | 4.26% | ||||||||
Wrapper contract | (32,867 | ) | |||||||
Underlying assets | |||||||||
*VFTC Intermediate-Term Trust | 2,048,702 | ||||||||
Total contract value | 2,015,835 | ||||||||
GE Life and Annuity GS-3328 | 6.77% 5/15/2004 | 2,501,642 | |||||||
John Hancock Mutual GAC-14647 | 6.77% 7/15/2004 | 2,501,642 | |||||||
JP Morgan Chase Bank JPMBEAC01 | 4.73% | ||||||||
Wrapper contract | (207,173 | ) | |||||||
Underlying assets | |||||||||
*VFTC Mortgage Backed Securities Trust | 3,290,182 | ||||||||
*Vanguard Total Bond Market Index Fund | 4,482,920 | ||||||||
Total contract value | 7,565,929 | ||||||||
Life of Virginia GS-3216 | 5.45% 1/31/2003 | 2,009,911 | |||||||
Metropolitan Life 25656 | 7.13% 5/15/2005 | 4,672,888 | |||||||
Metropolitan Life 25855 | 5.93% 7/15/2005 | 2,213,278 | |||||||
New York Life GA31132 | 7.64% 10/15/2004 | 4,817,552 | |||||||
New York Life GA31132-002 | 6.29% 8/15/2005 | 4,521,292 | |||||||
Rabobank GAC 099601 | 4.86% | ||||||||
Wrapper contract | (481,067 | ) | |||||||
Underlying assets | |||||||||
*VFTC Intermediate-Term Trust | 11,921,657 | ||||||||
Total contract value | 11,440,595 | ||||||||
Rabobank GAC 069701 | 4.90% | ||||||||
Wrapper contract | (247,195 | ) | |||||||
Underlying assets | |||||||||
*Vanguard Total Bond Market Index Fund | 4,466,797 | ||||||||
Total contract value | 4,219,602 | ||||||||
12
State Street Bank 101049 | 5.08% 9/30/2007 | ||||||||
Wrapper contract | (541,556 | ) | |||||||
Underlying assets | |||||||||
*Vanguard Targeted Return Trust (4-05) | 2,358,868 | ||||||||
*Vanguard Targeted Return Trust (1-06) | 1,753,529 | ||||||||
*Vanguard Targeted Return Trust (2-06) | 1,744,075 | ||||||||
*Vanguard Targeted Return Trust (3-06) | 1,542,053 | ||||||||
*Vanguard Targeted Return Trust (4-06) | 1,548,859 | ||||||||
*Vanguard Targeted Return Trust (1-07) | 1,554,053 | ||||||||
*Vanguard Targeted Return Trust (2-07) | 1,557,047 | ||||||||
*Vanguard Targeted Return Trust (3-07) | 1,565,216 | ||||||||
Total contract value | 13,082,145 | ||||||||
*Vanguard Prime Money Market Fund | 1.25% | 4,237,391 | |||||||
Participant Loans | |||||||||
*Participant Loans | 5.25% 11.7% | 5,311,372 | |||||||
Registered Investment Companies | |||||||||
Liberty Select Value Fund | 408,755 | 7,729,550 | |||||||
*Vanguard 500 Index Fund | 310,250 | 25,176,783 | |||||||
*Vanguard Asset Allocation Fund | 359,830 | 6,502,131 | |||||||
*Vanguard Extended Market Index Fund | 386,670 | 7,246,201 | |||||||
*Vanguard High-Yield Corp Fund | 205,010 | 1,205,458 | |||||||
*Vanguard Int'l Growth Fund | 436,293 | 5,305,319 | |||||||
*Vanguard LT Corporate Fund | 1,080,195 | 9,970,198 | |||||||
*Vanguard Morgan Growth Fund | 39,907 | 444,965 | |||||||
*Vanguard Prime Money Mkt Fund | 17,618,456 | 17,618,456 | |||||||
*Vanguard Small-Cap Index Fund | 233,336 | 3,654,037 | |||||||
*Vanguard ST Corporate Fund | 331,905 | 3,581,255 | |||||||
*Vanguard Total Int'l Stock Idx Fund | 179,204 | 1,383,454 | |||||||
*Vanguard U.S. Growth Fund | 63,594 | 766,948 | |||||||
*Vanguard Wellington Fund | 811,386 | 19,927,651 | |||||||
*Vanguard Windsor Fund | 2,184,823 | 26,217,886 | |||||||
*Vanguard Windsor II Fund | 422,273 | 8,783,272 | |||||||
$ | 343,457,492 | ||||||||
Cost omitted for participant directed investments.
13
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. 333-68438), of our report dated June 26, 2003 relating to the financial statements and supplemental schedule of OneBeacon Insurance Savings Plan as of and for the year ended December 31, 2002 included with this Form 11-K.
/s/
PricewaterhouseCoopers LLP
Boston, Massachusetts
June 26, 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 OneBeacon Insurance Savings 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, Mark R. Sturdevant, Manager Financial Reporting of OneBeacon Insurance Company, 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/
Mark R. Sturdevant
Manager Financial Reporting
(Principal Financial Officer)
Date: June 27, 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 OneBeacon Insurance Savings 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, Thomas N. Schmitt, Senior Vice President, Human Resources of OneBeacon Insurance Company, 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/
Thomas N. Schmitt
Senior Vice President, Human Resources
(Principal Executive Officer)
Date: June 27, 2003