EX-99.(A) 3 a2113884zex-99_a.htm EXHIBIT 99(A)
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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
Report of Independent Accountants   1

Financial Statements:

 

 

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

Notes to Financial Statements

 

4-8

Supplemental Schedules:

 

 

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



Notes to Financial Statements

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.

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    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




QuickLinks

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
REPORT OF INDEPENDENT ACCOUNTANTS
Folksamerica Holding Company 401(k) Savings and Investment Plan Statements of Net Assets Available for Plan Benefits December 31, 2002 and 2001
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
Notes to Financial Statements
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