-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ky5LqnBpsr5teNa3JtLWij9dF8m3sEeWFbaWx10h+aeeFHucS3twhBZovrMnwfuf TkH0RUIWnk+j3AoekAS6/A== 0001104659-06-044254.txt : 20060629 0001104659-06-044254.hdr.sgml : 20060629 20060628205657 ACCESSION NUMBER: 0001104659-06-044254 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITE MOUNTAINS INSURANCE GROUP LTD CENTRAL INDEX KEY: 0000776867 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 942708455 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08993 FILM NUMBER: 06931455 BUSINESS ADDRESS: STREET 1: 80 SOUTH MAIN ST CITY: HANOVER STATE: NH ZIP: 03755 BUSINESS PHONE: 603 640 2200 MAIL ADDRESS: STREET 1: 80 SOUTH MAIN STREET CITY: HANOVER STATE: NH ZIP: 03755 FORMER COMPANY: FORMER CONFORMED NAME: WHITE MOUNTAINS INSURANCE GROUP INC DATE OF NAME CHANGE: 19990603 FORMER COMPANY: FORMER CONFORMED NAME: FUND AMERICAN ENTERPRISES HOLDINGS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FUND AMERICAN COMPANIES INC DATE OF NAME CHANGE: 19920701 11-K 1 a06-14591_111k.htm ANNUAL REPORT OF EMPLOYEE STOCK PURCHASE, SAVINGS PLANS

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 11-K

(Mark One)

 

 

 

x

 

Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2005

 

 

 

 

 

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

A.                                   Full title of the plan and the address of the plan, if different from that of the issuer named below:

ONEBEACON INSURANCE SAVINGS PLAN

 

B.                                     Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

WHITE MOUNTAINS INSURANCE GROUP, LTD.

Harborside Financial Center, Plaza 5
Jersey City, New Jersey
07311-1114

 

 




REQUIRED INFORMATION

The following Financial Statements and Schedule for the Plan and a Written Consent of Independent Registered Public Accounting Firm are filed with, and included in, this Report as Exhibits 99(a) and 99(b) hereto, respectively, as detailed below:

99(a)

 

Financial Statements and Schedule for the Plan consisting of:

 

 

 

 

 

1. Report of Independent Registered Public Accounting Firm;

 

 

2. Statements of Net Assets Available for Benefits as of December 31, 2005 and 2004;

 

 

3. Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2005 and 2004;

 

 

4. Notes to Financial Statements;

 

 

5. Schedule of Assets (Held at End of Year) December 31, 2005;

 

 

 

99(b)

 

Consent of Independent Registered Public Accounting Firm

 

2




 

SIGNATURES

THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefits Committee has 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 28, 2006

By:

/s/ Thomas N. Schmitt

 

 

Thomas N. Schmitt

 

 

Senior Vice President, Human Resources

 

 

(the Plan Administrator) and Member of the Benefits Committee

 

3




 

EXHIBIT INDEX

EXHIBIT

 

DESCRIPTION

 

 

 

99(a)

 

Financial Statements and Schedule for the Plan consisting of:

 

 

 

 

 

1. Report of Independent Registered Public Accounting Firm;

 

 

2. Statements of Net Assets Available for Benefits as of December 31, 2005 and 2004;

 

 

3. Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2005 and 2004;

 

 

4. Notes to Financial Statements;

 

 

5. Schedule of Assets (Held at End of Year) December 31, 2005;

 

 

 

99(b)

 

Consent of Independent Registered Public Accounting Firm

 

4



EX-99.A 2 a06-14591_1ex99da.htm EX-99

Exhibit 99(a)

OneBeacon Insurance Savings Plan

Financial Statements and Supplemental Schedule to

Accompany 2005 Form 5500

Annual Report of Employee Benefit Plan

Under ERISA of 1974

For the Years Ended December 31, 2005 and 2004




OneBeacon Insurance Savings Plan

Index of Financial Statements and Supplemental Schedule

 

Page(s)

Report of Independent Registered Public Accounting Firm

 

2

 

 

 

Statements of Net Assets Available for Benefits

 

 

As of December 31, 2005 and 2004

 

3

 

 

 

Statements of Changes in Net Assets Available for Benefits

 

 

For the years ended December 31, 2005 and 2004

 

4

 

 

 

Notes to Financial Statements

 

5-11

 

 

 

Supplemental Schedule *:

 

 

 

 

 

Schedule of Assets (Held at End of Year)
December 31, 2005

 

12-16


*                    Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

1




 

Report of Independent Registered Public Accounting Firm

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, 2005 and 2004, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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, 2005 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
Boston, Massachusetts
June 27, 2006

 

2




OneBeacon Insurance Savings Plan

Statements of Net Assets Available for Benefits
As of December 31, 2005 and 2004

 

 

2005

 

2004

 

Assets

 

 

 

 

 

Investments:

 

 

 

 

 

Investments at fair value (Notes B,C,D,E)

 

$

450,911,080

 

$

428,266,412

 

Loans to participants at fair value (Note A)

 

4,298,820

 

4,733,164

 

Total Investments

 

455,209,900

 

432,999,576

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

Employer contributions

 

109,032

 

110,085

 

Participant contributions

 

357,237

 

350,701

 

Other receivables

 

1,058,968

 

809,825

 

Total Receivables

 

1,525,237

 

1,270,611

 

 

 

 

 

 

 

Total Assets

 

456,735,137

 

434,270,187

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Accrued administrative and custody expenses

 

103,507

 

63,532

 

Other accounts payable

 

707,454

 

403,218

 

Total Liabilities

 

810,961

 

466,750

 

 

 

 

 

 

 

Net Assets Available for Benefits

 

$

455,924,176

 

$

433,803,437

 

 

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, 2005 and 2004

 

 

2005

 

2004

 

Additions

 

 

 

 

 

Investment income:

 

 

 

 

 

Interest and dividend income (Notes C and D)

 

$

18,360,464

 

$

12,548,460

 

Interest income, participant loans (Note A)

 

233,508

 

244,019

 

Net appreciation in fair value of investments (Note D)

 

20,122,612

 

37,377,231

 

 

 

38,716,584

 

50,169,710

 

 

 

 

 

 

 

Contributions:

 

 

 

 

 

Employer

 

5,122,800

 

5,518,571

 

Participant

 

18,096,190

 

17,505,733

 

 

 

23,218,990

 

23,024,304

 

 

 

 

 

 

 

Transfers in — rollovers

 

4,141,956

 

14,803,694

 

Other decreases

 

 

(1,310

)

Total additions

 

66,077,530

 

87,996,398

 

 

 

 

 

 

 

Deductions

 

 

 

 

 

Benefits paid to participants

 

43,415,477

 

38,554,532

 

Administrative and custody expenses

 

541,314

 

422,572

 

Total deductions

 

43,956,791

 

38,977,104

 

 

 

 

 

 

 

Net increase

 

22,120,739

 

49,019,294

 

 

 

 

 

 

 

Net Assets Available for Benefits:

 

 

 

 

 

Beginning of year

 

433,803,437

 

384,784,143

 

End of year

 

$

455,924,176

 

$

433,803,437

 

 

The accompanying notes are an integral part of these financial statements.

4




OneBeacon Insurance Savings Plan

Notes to Financial Statements

A.           Description of the Plan

The following description of the OneBeacon Insurance Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement and related amendments 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”).

On March 31, 2004, OneBeacon acquired Atlantic Specialty Insurance Company, a subsidiary of Atlantic Mutual Insurance Company (“Atlantic Mutual”), and the renewal rights to Atlantic Mutual’s segmented commercial insurance business, including the unearned premiums on the acquired book. Effective January 1, 2004, the Plan was amended to allow former Atlantic Mutual employees hired by OneBeacon to participate in the Plan.

Effective January 1, 2005, the Plan was amended to update the definition of a highly compensated employee and also to recognize prior service for vesting purposes for the First Media Insurance Specialists, Inc. acquisition, the acquisition of the renewal rights to the HPL and MCE&O business of Chubb Specialty and the sale of National Farmers Union Property and Casualty Company. The Plan was also amended to reduce the small balance cash out provision from $5,000 to $1,000, and to allow the Chief Executive Officer of OneBeacon or his/her designee to approve and execute technical changes to the plan.

The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

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 employee contribution rate, unless waived by the employee.

Contributions

Effective January 1, 2003, participants could contribute 40 percent of annual compensation, as defined by the Plan Agreement on a pre-tax and/or an after-tax basis. Participants direct their contributions and employer contributions into various investment options offered by the Plan. The Company contributes 50 percent of the first 6 percent of base compensation that a participant contributes to the Plan. The matching Company contribution mirrors the employee directed investment options. Eligible participants who attain age 50 before the end of the Plan year can make catch up contributions to the Plan. Contributions are subject to IRS limitations.

Employees hired between June 1, 2001 and April 11, 2003 have been 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. No contributions were made to these employees in 2005. In 2004, the Company contributed

5




$491,797 to these employees. Contributions into the White Mountains Stock Fund can be immediately directed by the participant into another investment option.

Participant Accounts

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution (b) Plan earnings, net of an allocation of investment fees and (c) applicable loan fees. 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, 2005 and 2004, in the forfeiture account were $4,359 and $4,248, respectively. During 2005 and 2004, $496,376 and $562,635, 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 (7.25% and 5.25% at December 31, 2005 and December 31, 2004, 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

The Company paid the majority of administrative expenses, including all management fees relating to the Plan, except for certain administration and custodian fees paid by the Plan to Vanguard Fiduciary Trust Company (“Vanguard”), the Trustee of the Plan, and Mellon Global Securities Services (“Mellon”), the custodian of some of the assets of the Plan. Fees paid to Vanguard and Mellon totaled $541,314 and $422,572 in 2005 and 2004, respectively.

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, 2005 and 2004, participants were able to allocate their contributions among various registered investment company options, a company stock fund and four specific Plan-sponsored funds comprised of stocks, bonds, government securities and guaranteed investment contracts as follows:

Columbia Mid-Cap Value Fund*

OneBeacon Equity Fund

OneBeacon Fixed Income Fund

OneBeacon Fully Managed Fund

OneBeacon Stable Value Fund

Vanguard 500 Index Fund Investor Shares

Vanguard Asset Allocation Fund Investor Shares

Vanguard Extended Market Index Fund Investor Shares

Vanguard High-Yield Corporate Fund Investor Shares

Vanguard International Growth Fund Investor Shares

Vanguard Long-Term Investment Grade Fund Investor Shares

Vanguard Morgan Growth Fund Investor Shares

Vanguard Prime Money Market Fund

Vanguard Selected Value Fund*

Vanguard Short-Term Investment Grade Fund Investor Shares

Vanguard Small-Cap Index Fund Investor Shares

Vanguard Total International Stock Index Fund

Vanguard U.S. Growth Fund Investor Shares

Vanguard Wellington Fund Investor Shares

Vanguard Windsor Fund Investor Shares

Vanguard Windsor II Fund Investor Shares

White Mountains Stock Fund

 

*  Columbia Management announced on February 24, 2005 that the Columbia Mid-Cap Value Fund was being merged into another mid-cap fund. Consequently, the Columbia Mid-Cap Value Fund is no longer an investment option for the Plan participants. The Company added the Vanguard Selected Value Fund to replace the Columbia Mid-Cap Value Fund. Participants who did not change their investment option from Columbia Mid-Cap Value Fund were automatically enrolled in the Vanguard Selected Value 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 and notes to the financial statements.

Basis of Accounting

The financial statements of the Plan are prepared under the accrual method of accounting.

7




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 contracts, which are valued at contract value which approximates fair value (Note E). Many factors are considered in arriving at that fair market value. In general, corporate bonds and U.S. government securities are valued based on yields currently available on comparable securities of issuers with similar credit ratings. Shares of company stock, preferred stock and common stock are valued at quoted market prices. Registered investment companies are valued at the net asset value as reported by the fund at year end. Units of common/collective trust funds are valued at the net asset value of the fund, as reported by Vanguard, on the last business day of the year. Participant loans are recorded at cost plus accrued interest, which approximates fair value.

Purchases and sales are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

In accordance with the policy of stating investments at fair value, the Plan presents in the Statements 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

Benefit payments are recorded when paid.

Risks and Uncertainties

The Plan provides various investment options in any combination of stocks, bonds, fixed income securities, registered investment companies, 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 Statements of Net Assets Available for Benefits and the Statements of Changes in Net Assets Available for Benefits.

Reclassifications

Certain reclassifications were made to the prior year financial statements to conform to current year presentation.

8




Recently Issued Accounting Pronouncements

In December 2005, the Financial Accounting Standards Board (FASB) released FASB Staff Position Nos. AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans. The FASB Staff Position (FSP) clarifies the definition of fully benefit-responsive investment contracts for contracts held by defined contribution plans. The FSP also establishes enhanced financial statement presentation and disclosure requirements for defined contribution plans subject to the FSP effective for financial statements for issued for periods ending after December 15, 2006.  Management intends to adopt the FSP in the Plan’s financial statements for the year ended December 31, 2006. The effect of the FSP on the Plan’s financial statements is expected to include enhanced financial statement presentation and disclosure requirements.

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,

 

 

 

2005

 

2004

 

Investments, at fair value

 

 

 

 

 

Vanguard 500 Index Fund Investor Shares

 

$

32,929,494

 

$

34,674,705

 

Vanguard Wellington Fund Investor Shares

 

27,253,127

 

26,079,621

 

Vanguard Windsor Fund Investor Shares

 

35,791,550

 

37,063,073

 

 

During 2005 and 2004, 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,

 

 

 

2005

 

2004

 

Net appreciation/(depreciation) in fair value of investments, by type

 

 

 

 

 

Common Stock

 

$

20,592,986

 

$

17,043,674

 

Preferred Stock and Convertible Preferred Stock

 

(1,784,954

)

(978,947

)

White Mountains Stock

 

(2,312,806

)

4,923,900

 

Corporate Bonds

 

(59,392

)

(512,929

)

Convertible Bonds

 

1,938,308

 

(299,800

)

US Government Bonds

 

(75,433

)

(39,107

)

Registered Investment Companies

 

1,823,903

 

17,240,440

 

Net appreciation in fair value of investments

 

$

20,122,612

 

$

37,377,231

 

 

9




E.    Investment Contracts (OneBeacon Insurance Stable Value Fund)

The Plan has entered into benefit-responsive investment contracts with Bank of America, GE Life and Annuity Insurance, IXIS, JP Morgan Chase Bank, Massachusetts Mutual, Metropolitan Life Insurance, Monumental Life Insurance Company, New York Life Insurance, Principal Financial Group, Rabobank Nederland, State Street Bank, Travelers, and also invests in the Vanguard Prime Money Market Fund. The Stable Value Fund 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, which approximates fair 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, 2005 and 2004 were 4.28 percent and 4.48 percent, respectively. The crediting interest rates ranged from 3.55 percent to 4.58 percent and 2.65 percent to 7.13 percent at December 31, 2005 and 2004, respectively. The crediting interest rate on synthetic contracts is based on a formula agreed upon with the issuer, but may not be less than 0 percent. Such interest rates are reviewed on a quarterly basis for resetting.

Synthetic GICs represent individual assets placed in a trust, with ownership by the Plan, that also contain a third party issued benefit-responsive wrapper contract that guarantees that participant transactions are executed at contract value. Individual assets of the synthetic GICs are valued based on the policy in Note C. The value of the wrapper is the difference between the fair value of the underlying assets and the contract value. At December 31 2005 and 2004, the values of the wrappers were $527,454 and $(752,864), respectively.

F.              Related Party Transactions

The Plan invests in shares of mutual funds managed by an affiliate of Vanguard. Vanguard acts as trustee for only those investments as defined by the Plan. The Plan also has investments, which are managed by White Mountains Advisors LLC, 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 Vanguard. During the years ended December 31, 2005 and 2004, the Plan purchased shares in the Fund in the amounts of $4,085,735 and $5,289,582, respectively; sold shares in the Fund of $4,584,999 and $3,242,290, respectively; had dividend earnings of $215,106 and $25,201; and had net appreciation/(depreciation) in the Fund of $(2,312,806) and $4,923,900 respectively. The total value of the Plan’s investment in the Fund was $14,686,764 and $17,532,825 at December 31, 2005 and 2004, respectively.

10




 

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”). The Plan has since been amended. However, management believes the Plan is designed and operates in accordance with the IRC, therefore, no provision for income taxes is required.

11




OneBeacon Insurance Savings Plan

Schedule of Assets (Held at End of Year)
Form 5500, Schedule H, Part IV, Line 4i

 

IDENTITY OF ISSUE  BORROWER,
LESSOR, OR SIMILAR PARTY

 

DESCRIPTION OF
INVESTMENT
INCLUDING MATURITY
DATE, RATE OF
INTEREST, COLLATERAL

 

COST**

 

SHARES/UNITS/
PAR VALUE

 

CURRENT
VALUE

 

 

 

 

 

 

 

 

 

 

 

*

 

THE BOSTON COMPANY INC POOLED DAILY LIQUIDITY FUND

 

VAR RT 12/31/2099 DD 03/01/76

 

 

 

19,621,950

 

$  19,621,950

 

 

 

 

 

 

 

 

 

 

 

 

 

3M CO

 

Common Stock

 

 

 

5,800

 

449,500

 

 

ABITIBI CONSOLIDATED INC COM

 

Common Stock

 

 

 

267,400

 

1,082,970

 

 

ACCO BRANDS CORP COM

 

Common Stock

 

 

 

705

 

17,273

 

 

ALBERTO CULVER COM

 

Common Stock

 

 

 

8,800

 

402,600

 

 

ALBERTSONS INC COM

 

Common Stock

 

 

 

28,200

 

602,070

 

 

ALCAN INC

 

Common Stock

 

 

 

12,200

 

499,590

 

 

ALCOA INC COM

 

Common Stock

 

 

 

26,800

 

792,476

 

 

AMERADA HESS CORP COM

 

Common Stock

 

 

 

37,436

 

4,747,634

 

 

ARCHER DANIELS MIDLAND CO COM

 

Common Stock

 

 

 

86,600

 

2,135,556

 

 

AUTOMATIC DATA PROCESSING INC

 

Common Stock

 

 

 

27,900

 

1,280,331

 

 

BARRICK GOLD CORP COM

 

Common Stock

 

 

 

15,700

 

437,559

 

 

BERKSHIRE HATHAWAY INC DEL B

 

Common Stock

 

 

 

550

 

1,614,525

 

 

CALGON CARBON CORP COM

 

Common Stock

 

 

 

14,600

 

83,074

 

 

CALLAWAY GOLF CO COM

 

Common Stock

 

 

 

18,400

 

254,656

 

 

CANADIAN SUPERIOR ENERGY INC COM

 

Common Stock

 

 

 

20,300

 

41,209

 

 

CAPITOL FED FINL COM

 

Common Stock

 

 

 

35,000

 

1,152,900

 

 

CHARTER FINL CORP WEST PT GA

 

Common Stock

 

 

 

22,000

 

785,620

 

 

CHEMTURA CORP

 

Common Stock

 

 

 

918

 

11,659

 

 

CHEVRON CORPORATION COM

 

Common Stock

 

 

 

42,232

 

2,397,511

 

 

COCA COLA CO COM

 

Common Stock

 

 

 

13,600

 

548,216

 

 

DU PONT E I DE NEMOURS & CO

 

Common Stock

 

 

 

41,200

 

1,751,000

 

 

EL PASO ELEC CO COM NEW

 

Common Stock

 

 

 

111,446

 

2,344,824

 

 

FAIRMONT HOTELS & RESORTS INC

 

Common Stock

 

 

 

68,809

 

2,918,190

 

 

FORTUNE BRANDS INC COM

 

Common Stock

 

 

 

3,000

 

234,060

 

 

INCO LTD COM

 

Common Stock

 

 

 

2,000

 

87,140

 

 

KERR MCGEE CORP

 

Common Stock

 

 

 

7,600

 

690,536

 

 

LONGVIEW FIBRE CO (REIT)

 

Common Stock

 

 

 

92,700

 

1,929,087

 

 

MARATHON OIL CORP

 

Common Stock

 

 

 

79,800

 

4,865,406

 

 

MARSH & MCLENNAN COS INC COM

 

Common Stock

 

 

 

18,600

 

590,736

 

 

MERCK & CO INC COM

 

Common Stock

 

 

 

54,500

 

1,733,645

 

 

MEREDITH CORP COM

 

Common Stock

 

 

 

70,900

 

3,710,906

 

 

NEW ENG BANCSHARES INC

 

Common Stock

 

 

 

3,000

 

74,250

 

 

NEW YORK TIMES CO CL A

 

Common Stock

 

 

 

25,600

 

677,120

 

 

NEWMONT MINING CORP HOLDING CO

 

Common Stock

 

 

 

19,600

 

1,046,640

 

12




 

 

IDENTITY OF ISSUE, BORROWER,
LESSOR, OR SIMILAR PARTY

 

DESCRIPTION OF
INVESTMENT
INCLUDING MATURITY
DATE, RATE OF
INTEREST, COLLATERAL

 

COST**

 

SHARES/UNITS/
PAR VALUE

 

CURRENT
VALUE

 

 

NORSK HYDRO A S SPONSORED ADR

 

Common Stock

 

 

 

400

 

41,272

 

 

NORTHGATE MINERALS CORP

 

Common Stock

 

 

 

100,400

 

183,732

 

 

NRG ENERGY INC

 

Common Stock

 

 

 

2,200

 

103,664

 

 

OCTEL CORP COM

 

Common Stock

 

 

 

80,000

 

1,301,600

 

 

PETRO-CANADA COM SHS COM

 

Common Stock

 

 

 

33,000

 

1,322,970

 

 

PFIZER INC COM STK UDS0.05

 

Common Stock

 

 

 

42,400

 

988,768

 

 

POST PROPERTIES INC COM (REIT)

 

Common Stock

 

 

 

47,300

 

1,889,635

 

 

POTLATCH CORP COM (REIT)

 

Common Stock

 

 

 

42,200

 

2,151,356

 

 

RYDER SYS INC COM

 

Common Stock

 

 

 

31,200

 

1,279,824

 

 

SAFEWAY INC NEW COM

 

Common Stock

 

 

 

2,100

 

49,686

 

 

SIERRA PAC RES NEW COM

 

Common Stock

 

 

 

210,249

 

2,741,647

 

 

TECK COMINCO LTD CL B SUB VTG

 

Common Stock

 

 

 

24,255

 

1,288,381

 

 

TECO ENERGY INC COM

 

Common Stock

 

 

 

8,200

 

140,876

 

 

TOOTSIE ROLL INDUSTRIES INC

 

Common Stock

 

 

 

16,400

 

474,452

 

 

TRIZEC CDA SUB VTG SHS

 

Common Stock

 

 

 

19,300

 

416,680

 

 

UNISOURCE ENERGY CORP COM

 

Common Stock

 

 

 

101,800

 

3,176,160

 

 

XEROX CORP COM

 

Common Stock

 

 

 

11,300

 

165,544

 

 

 

 

 

 

 

 

 

 

59,706,716

 

 

 

 

 

 

 

 

 

 

 

*

 

WHITE MOUNTAINS STOCK

 

Company Stock

 

 

 

26,174

 

14,619,488

 

 

 

 

 

 

 

 

 

 

 

 

 

ALBERTSONS INC CVT PFD

 

Preferred Stock

 

 

 

7,500

 

168,750

 

 

EQUITY OFFICE PPTYS TR PFD CV

 

Preferred Stock

 

 

 

5,400

 

270,000

 

 

MIGRANT TR I GTD SECS CVT PFD

 

Preferred Stock

 

 

 

14,100

 

747,300

 

 

TRAVELERS PROPERTY CASUALTY CORP

 

Preferred Stock

 

 

 

8,600

 

212,936

 

 

XEROX CORP CONV PFD SERIES C%

 

Preferred Stock

 

 

 

4,200

 

513,450

 

 

 

 

 

 

 

 

 

 

1,912,436

 

 

 

 

 

 

 

 

 

 

 

 

 

3M EMPLOYEE STK OWNERSHIP 144A

 

Corporate Bond 5.620% 07/15/2009

 

 

 

429,473

 

434,871

 

 

AMERICAN GEN FIN MTN #TR00378

 

Corporate Bond 5.375% 10/01/2012

 

 

 

2,000,000

 

2,010,168

 

 

ARIZONA PUB SVC CO NT

 

Corporate Bond 5.800% 06/30/2014

 

 

 

1,000,000

 

1,030,639

 

 

CALPINE CORP SR NT

 

Corporate Bond 8.500% 02/15/2011

 

 

 

1,350,000

 

411,750

 

 

COORS BREWING CO

 

Corporate Bond 6.375% 05/15/2012

 

 

 

2,000,000

 

2,119,360

 

 

DEERE & CO DEB

 

Corporate Bond 7.850% 05/15/2010

 

 

 

2,000,000

 

2,230,632

 

 

DU PONT EI DE NEMOURS & CO NT

 

Corporate Bond 6.875% 10/15/2009

 

 

 

2,000,000

 

2,128,676

 

 

ENERGY EAST CORP NT

 

Corporate Bond 5.750% 11/15/2006

 

 

 

2,500,000

 

2,516,273

 

 

FOSTERS FIN CORP NT 144A

 

Corporate Bond 6.875% 06/15/2011

 

 

 

1,000,000

 

1,077,252

 

 

HARTFORD LIFE INC SR NT

 

Corporate Bond 7.375% 03/01/2031

 

 

 

1,000,000

 

1,222,278

 

 

HARVARD UNIV MASS

 

Corporate Bond 8.125% 04/15/2007

 

 

 

1,045,000

 

1,089,956

 

 

KINDER MORGAN ENERGY SR NT

 

Corporate Bond 7.500% 11/01/2010

 

 

 

1,000,000

 

1,096,437

 

13




 

 

IDENTITY OF ISSUE, BORROWER,
LESSOR, OR SIMILAR PARTY

 

DESCRIPTION OF
INVESTMENT
INCLUDING MATURITY
DATE, RATE OF
INTEREST, COLLATERAL

 

COST**

 

SHARES/UNITS/
PAR VALUE

 

CURRENT
VALUE

 

 

PACIFIC GAS & ELECTRIC CO 1ST MTG

 

Corporate Bond 4.200% 03/01/2011

 

 

 

1,500,000

 

1,438,269

 

 

SOUTHERN ENERGY INC SR NT 144A

 

Corporate Bond 7.400% 07/15/2004

 

 

 

2,350,000

 

2,914,000

 

 

PEARSON PLC SR NT 144A

 

Corporate Bond 7.000% 06/15/2011

 

 

 

1,000,000

 

1,076,125

 

 

TEXTRON FINL CORP MTN #TR00622

 

Corporate Bond 2.750% 06/01/2006

 

 

 

2,000,000

 

1,984,768

 

 

TEXTRON FINL CORP NT

 

Corporate Bond 6.000% 11/20/2009

 

 

 

2,000,000

 

2,072,290

 

 

TRIBUNE CO MTN #TR 00043

 

Corporate Bond 5.900% 01/24/2006

 

 

 

1,000,000

 

1,000,197

 

 

WELLPOINT HEALTH NETWORKS NT

 

Corporate Bond 6.375% 06/15/2006

 

 

 

1,000,000

 

1,006,739

 

 

 

 

 

 

 

 

 

 

28,860,680

 

 

 

 

 

 

 

 

 

 

 

 

 

3M CO LIQUID YLD OPT NT

 

Convertible Bond 2.400% 11/21/2032

 

 

 

4,200,000

 

3,732,750

 

 

AMDOCS LTD SR NT CONV

 

Convertible Bond 0.500% 03/15/2024

 

 

 

225,000

 

201,656

 

 

CSX CORP DEB CONV

 

Convertible Bond ZEROCPN 10/30/2021

 

 

 

1,300,000

 

1,241,500

 

 

DIAMOND OFFSHORE CONV DEBS

 

Convertible Bond 1.500% 04/15/2031

 

 

 

725,000

 

1,037,656

 

 

DIAMOND OFFSHORE DRILLING CONV

 

Convertible Bond ZEROCPN 06/06/2020

 

 

 

750,000

 

444,375

 

 

EASTMAN KODAK CO SR NT CVT

 

Convertible Bond 3.375% 10/15/2033

 

 

 

2,425,000

 

2,315,875

 

 

FAIRMONT HOTELS & RESORTS INC

 

Convertible Bond 3.750% 12/01/2023

 

 

 

1,925,000

 

2,235,406

 

 

GENERAL MILLS INC SR DEB CONV

 

Convertible Bond ZEROCPN 10/28/2022

 

 

 

6,950,000

 

4,951,875

 

 

INCO LTD CONV DEB

 

Convertible Bond 1.000% 03/14/2023

 

 

 

3,050,000

 

4,315,750

 

 

LOCKHEED MARTIN CORP SR DEB

 

Convertible Bond VAR RT 08/15/2033

 

 

 

525,000

 

559,850

 

 

MIRANT CORP SR DEB CVT

 

Convertible Bond 2.500% 06/15/2021

 

 

 

2,725,000

 

2,915,750

 

 

PLACER DOME INC SR DEB CONV

 

Convertible Bond 2.750% 10/15/2023

 

 

 

1,600,000

 

1,970,000

 

 

SCHLUMBERGER LTD SR NT CONVA

 

Convertible Bond 1.500% 06/01/2023

 

 

 

3,550,000

 

4,881,250

 

 

SCHLUMBERGER LTD ST NT CONVB

 

Convertible Bond 2.125% 06/01/2023

 

 

 

125,000

 

161,875

 

 

TRIZEC HAHN CORP DEBS EXCH

 

Convertible Bond 3.000% 01/29/2021

 

 

 

5,200,000

 

4,602,000

 

 

UNISOURCE ENERGY CORP 144A

 

Convertible Bond 4.500% 03/01/2035

 

 

 

1,400,000

 

1,400,000

 

 

USF&G CORP SUB CVT NT

 

Convertible Bond ZEROCPN 03/03/2009

 

 

 

2,150,000

 

1,800,625

 

 

 

 

 

 

 

 

 

 

38,768,193

 

 

 

 

 

 

 

 

 

 

 

 

 

FEDERAL HOME LN MTG CORP DEBS

 

US Gov’t Security 7.800% 09/12/2016

 

 

 

1,000,000

 

1,019,504

 

 

U S TREASURY NOTES

 

US Gov’t Security 3.000% 02/15/2008

 

 

 

500,000

 

485,918

 

 

 

 

 

 

 

 

 

 

1,505,422

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance and Investment Contracts

 

 

 

 

 

 

 

 

 

 

BANK OF AMERICA 03010

 

 

 

 

 

 

 

 

 

 

WRAPPER CONTRACTS

 

4.02% 06/30/2008

 

 

 

 

 

149,506

 

 

UNDERLYING ASSETS

 

 

 

 

 

 

 

 

*

 

Vanguard Intermediate-Term Bond Trust

 

 

 

 

 

396,680

 

6,215,979

 

 

TOTAL CONTRACT VALUE

 

 

 

 

 

 

 

6,365,485

 

14




 

 

IDENTITY OF ISSUE, BORROWER,
LESSOR, OR SIMILAR PARTY

 

DESCRIPTION OF
INVESTMENT
INCLUDING MATURITY
DATE, RATE OF
INTEREST, COLLATERAL

 

COST**

 

SHARES/UNITS/
PAR VALUE

 

CURRENT
VALUE

 

 

IXIS 1362-01

 

 

 

 

 

 

 

 

 

 

WRAPPER CONTRACTS

 

4.41% constant duration

 

 

 

 

 

105,633

 

 

UNDERLYING ASSETS

 

 

 

 

 

 

 

 

*

 

Vanguard Short-Term Bond Trust

 

 

 

 

 

245,735

 

2,513,865

*

 

Vanguard Intermediate-Term Bond Trust

 

 

 

 

 

527,650

 

8,268,271

*

 

Vanguard Total Bond Market Index Fund

 

 

 

 

 

240,468

 

2,419,111

 

 

TOTAL CONTRACT VALUE

 

 

 

 

 

 

 

13,306,880

 

 

 

 

 

 

 

 

 

 

 

 

 

JP MORGAN ABEAC01

 

 

 

 

 

 

 

 

 

 

WRAPPER CONTRACTS

 

4.54% constant duration

 

 

 

 

 

21,189

 

 

UNDERLYING ASSETS

 

 

 

 

 

 

 

 

*

 

Vanguard Intermediate-Term Bond Trust

 

 

 

 

 

230,708

 

3,615,190

*

 

Vanguard Total Bond Market Index Fund

 

 

 

 

 

493,626

 

4,965,873

 

 

TOTAL CONTRACT VALUE

 

 

 

 

 

 

 

8,602,252

 

 

 

 

 

 

 

 

 

 

 

 

 

GE LIFE GS-3912

 

4.28% 07/15/2008

 

 

 

 

 

1,223,653

 

 

 

 

 

 

 

 

 

 

 

 

 

MASSACHUSETTS MUTUAL 35121

 

4.31% 06/30/2009

 

 

 

 

 

1,064,605

 

 

 

 

 

 

 

 

 

 

 

 

 

MONUMENTAL SV04529Q

 

4.14% 1/16/2007

 

 

 

 

 

2,814,351

 

 

 

 

 

 

 

 

 

 

 

 

 

PRINCIPAL 6-11504-1

 

3.55% 03/13/2008

 

 

 

 

 

1,309,853

 

 

 

 

 

 

 

 

 

 

 

 

 

PRINCIPAL 6-11504-2

 

3.80% 01/17/2007

 

 

 

 

 

2,072,397

 

 

 

 

 

 

 

 

 

 

 

 

 

RABOBANK GAC099601

 

 

 

 

 

 

 

 

 

 

WRAPPER CONTRACTS

 

4.58% constant duration

 

 

 

 

 

78,950

 

 

UNDERLYING ASSETS

 

 

 

 

 

 

 

 

*

 

Vanguard Intermediate-Term Bond Trust

 

 

 

 

 

1,043,448

 

16,350,825

 

 

TOTAL CONTRACT VALUE

 

 

 

 

 

 

 

16,429,775

 

 

 

 

 

 

 

 

 

 

 

 

 

STATE STREET BANK 101049

 

 

 

 

 

 

 

 

 

 

WRAPPER CONTRACTS

 

4.05% constant duration

 

 

 

 

 

134,518

 

 

UNDERLYING ASSETS

 

 

 

 

 

 

 

 

*

 

Vanguard Short-Term Bond Trust

 

 

 

 

 

1,016,799

 

10,401,850

*

 

Vanguard Intermediate-Term Bond Trust

 

 

 

 

 

106,821

 

1,673,880

 

 

TOTAL CONTRACT VALUE

 

 

 

 

 

 

 

12,210,248

 

 

 

 

 

 

 

 

 

 

 

 

 

TRAVELERS GR-18716

 

3.99% 12/05/2008

 

 

 

 

 

4,040,074

 

15




 

 

IDENTITY OF ISSUE, BORROWER,
LESSOR, OR SIMILAR PARTY

 

DESCRIPTION OF
INVESTMENT
INCLUDING MATURITY
DATE, RATE OF
INTEREST, COLLATERAL

 

COST**

 

SHARES/UNITS/
PAR VALUE

 

CURRENT
VALUE

 

 

UBS AG 3159

 

 

 

 

 

 

 

 

 

 

WRAPPER CONTRACTS

 

4.16% constant duration

 

 

 

 

 

37,658

 

 

UNDERLYING ASSETS

 

 

 

 

 

 

 

 

*

 

Vanguard Short-Term Bond Trust

 

 

 

 

 

243,907

 

2,495,167

*

 

Vanguard Intermediate-Term Bond Trust

 

 

 

 

 

67,438

 

1,056,757

 

 

TOTAL CONTRACT VALUE

 

 

 

 

 

 

 

3,589,582

 

 

 

 

 

 

 

 

 

 

 

*

 

Vanguard 500 Index Fund Investor Shares

 

Registered Investment Company

 

 

 

286,543

 

32,929,494

*

 

Vanguard Asset Allocation Fund Investor Shares

 

Registered Investment Company

 

 

 

359,085

 

9,095,635

*

 

Vanguard Extended Market Index Fund Investor Shares

 

Registered Investment Company

 

 

 

394,932

 

13,530,365

*

 

Vanguard High-Yield Corporate Fund Investor Shares

 

Registered Investment Company

 

 

 

468,684

 

2,891,780

*

 

Vanguard International Growth Fund Investor Shares

 

Registered Investment Company

 

 

 

459,412

 

9,647,655

*

 

Vanguard Long-Term Investment Grade Investor Shares

 

Registered Investment Company

 

 

 

1,185,316

 

11,284,212

*

 

Vanguard Morgan Growth Fund Investor Shares

 

Registered Investment Company

 

 

 

145,049

 

2,568,822

*

 

Vanguard Prime Money Market Fund

 

Registered Investment Company

 

 

 

20,266,818

 

20,266,818

*

 

Vanguard Selected Value Fund

 

Registered Investment Company

 

 

 

552,815

 

10,426,091

*

 

Vanguard Short-Term Investment Grade Investor Shares

 

Registered Investment Company

 

 

 

350,415

 

3,682,859

*

 

Vanguard Small-Cap Index Fund Investor Shares

 

Registered Investment Company

 

 

 

373,057

 

10,639,578

*

 

Vanguard Total International Stock Index Fund

 

Registered Investment Company

 

 

 

349,671

 

4,989,811

*

 

Vanguard U.S. Growth Fund Investor Shares

 

Registered Investment Company

 

 

 

117,639

 

2,111,620

*

 

Vanguard Wellington Fund Investor Shares

 

Registered Investment Company

 

 

 

897,961

 

27,253,127

*

 

Vanguard Windsor Fund Investor Shares

 

Registered Investment Company

 

 

 

2,086,971

 

35,791,550

*

 

Vanguard Windsor II Fund Investor Shares

 

Registered Investment Company

 

 

 

503,595

 

15,777,623

 

 

 

 

 

 

 

 

 

 

212,887,040

*

 

PARTICIPANT LOANS

 

(4.00% - 11.70%)

 

 

 

4,298,820

 

4,298,820

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ 455,209,900


*                    Denotes party-in-interest.

**             Cost is omitted for participant-directed investments.

16



EX-99.B 3 a06-14591_1ex99db.htm EX-99

Exhibit 99(b)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-68438) of White Mountains Insurance Group, Ltd. of our report dated June 27, 2006 relating to the financial statements of the OneBeacon Insurance Savings Plan, which appears in this Form 11-K.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
June 28, 2006



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