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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 2001.
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period to .
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Commission file number 1-16089
TRENWICK GROUP LTD.
(Exact name of registrant as specified in its charter)
Bermuda 98-0232340
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Continental Building, 25 Church Street, Hamilton HM12 Bermuda
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 441-292-4985
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on
Common Shares, par value $.10 per share Which Registered
Preferred Share Purchase Rights New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
The aggregate market value on March 14, 2002 of the voting stock held by
non-affiliates of the registrant was $275,663,000.
The number of shares outstanding of each of the issuer's classes of common
stock as of the close of the period covered by this report:
Class Outstanding at March 14, 2002
Common Shares, $.10 par value 36,801,153
Certain portions of the registrant's definitive proxy statement relating to its
annual general meeting of shareholders scheduled to be held on May 15, 2002 are
incorporated by reference into Part III of this report and certain portions of
the registrant's annual report to shareholders are incorporated by reference
into Parts II and IV of this report.
TRENWICK GROUP LTD.
Table of Contents
Page
Item Number
- ---- ------
PART I
1. Business .......................................................... 1
2. Properties ........................................................ 23
3. Legal Proceedings ................................................. 23
4. Submission of Matters to a Vote of Security Holders ............... 23
PART II
5. Market for the Corporation's Common Stock and Related
Stockholder Matters .............................................. 24
6. Selected Financial Data ........................................... 24
7. Management's Discussion and Analysis of Financial Condition and
Results of Operation .............................................. 25
7a. Quantitative and Qualitative Disclosures About Market Risk.......... 25
8. Financial Statements and Supplementary Data ....................... 25
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure .............................................. 25
PART III
10. Directors and Executive Officers .................................. 25
11. Executive Compensation ............................................ 25
12. Security Ownership of Certain Beneficial Owners and Management .... 25
13. Certain Relationships and Related Transactions .................... 25
PART IV
14.Exhibits, Financial Statement Schedules and Reports on Form 8-K ........ 26
-i-
PART I
Item 1. Business
General Background and History
Trenwick Group Ltd., is a holding company whose principal subsidiaries
underwrite specialty insurance and reinsurance.
Trenwick Group Ltd. was formed as a Bermuda company in 1999 to acquire two
publicly held companies, Trenwick Group Inc. and LaSalle Re Holdings Limited,
and the minority interest in LaSalle Re Limited, a subsidiary of LaSalle Re
Holdings Limited. That transaction, in which Trenwick Group Ltd. issued common
shares to acquire LaSalle Re Holdings Limited, Trenwick Group Inc. and the
minority interest in LaSalle Re Limited, was completed on September 27, 2000 and
was accounted for as a purchase by LaSalle Re Holdings Limited. Accordingly in
the financial statements, the assets and liabilities and the revenues and
expenses of LaSalle Re Holdings Limited were included for all periods presented;
the minority interest in common shares and minority interest in net income of
LaSalle Re were eliminated as of September 30, 2000 and from October 1, 2000,
respectively, and the assets and liabilities and the revenues and expenses of
Trenwick Group Inc. were included as of September 30, 2000 and from October 1,
2000, respectively. Trenwick Group Inc. had earlier acquired another publicly
held company, Chartwell Re Corporation, on October 27, 1999.
Each of Trenwick Group Ltd.'s operating insurance company subsidiaries is rated
"A-" (Excellent) by A.M. Best Company and has been assigned an A- financial
strength rating by Standard & Poor's. All of Chartwell Managing Agents Limited's
syndicates enjoy the benefit of the ratings of Lloyd's, which is rated "A-"
(Excellent) by A.M. Best Company and has an A financial strength rating from
Standard & Poor's. These ratings are based upon factors that may be of concern
to policy or contract holders, agents and intermediaries, but may not reflect
the considerations applicable to an equity investment in a reinsurance or
insurance company. A change in any such rating is at the discretion of the
respective rating agencies.
Business Segment Information
Trenwick Group Ltd. conducts its specialty insurance and reinsurance business in
the following five business segments:
o Worldwide property catastrophe reinsurance;
o United States treaty reinsurance;
o International specialty insurance and reinsurance;
o Lloyd's insurance and reinsurance; and
o United States specialty program insurance.
Trenwick Group Ltd. operates through the following five principal operating
platforms:
o LaSalle Re Limited, which is located in Hamilton, Bermuda, underwrites
property catastrophe reinsurance on a worldwide basis;
o Trenwick America Reinsurance Corporation, which is located in Stamford
Connecticut, underwrites treaty reinsurance on United States property and
casualty risks, including United States reinsurance business previously
written by Chartwell Re Corporation's subsidiaries;
o Trenwick International Limited, which is located in London, England,
underwrites specialty insurance and facultative reinsurance on a world wide
basis;
o Chartwell Managing Agents Limited, which is located in London, England,
manages underwriting syndicates in the Lloyd's market, principally for
Trenwick Group Ltd.'s own account; and
1
o Canterbury Financial Group Inc., which is located in Stamford, Connecticut,
underwrites specialty insurance in the United States through its operating
subsidiaries, Chartwell Insurance Company, The Insurance Corporation of New
York and Dakota Specialty Insurance Company.
The table below presents gross and net premium writings by business segment as
though Trenwick Group Inc. and LaSalle Re Holdings Limited had combined as of
January 1, 1999. Thus, the full calendar year premium writings for LaSalle Re
Holdings Limited and Trenwick Group Inc. are included for each period presented,
including the premium writings of Chartwell Re Corporation's subsidiaries from
October 27, 1999, the date Trenwick Group Inc. acquired Chartwell Re
Corporation. The amounts presented in the table are different from gross and net
premium writings in Trenwick Group Ltd.'s consolidated financial statements
because LaSalle Re Holdings Limited was determined to be the accounting acquiror
in the Trenwick/LaSalle business combination. Accordingly, the consolidated
financial statements of Trenwick Group Ltd. include the premium writings of
LaSalle Re Holdings Limited for all periods presented and include the premium
writings of Trenwick Group Inc. from September 27, 2000, the date of the
Trenwick/LaSalle business combination.
2001 2000 1999
---------- ---------- --------
(expressed in thousands of United States dollars)
Gross Premiums Written
- ----------------------
Worldwide property catastrophe reinsurance $ 138,173 $ 101,026 $115,485
U.S. treaty reinsurance 339,257 338,794 210,921
International specialty insurance and reinsurance 234,966 231,062 171,698
Lloyd's syndicates - continuing 443,977 351,229 74,336
Lloyd's syndicates - runoff 4,449 36,794 32,519
U.S. specialty program insurance 291,433 187,545 38,088
---------- ---------- --------
Total $1,452,255 $1,246,450 $643,047
========== ========== ========
Net Premiums Written
- --------------------
Worldwide property catastrophe reinsurance $ 89,509 $ 76,289 $ 97,129
U.S. treaty reinsurance 319,145 251,830 165,744
International specialty insurance and reinsurance 191,875 180,600 129,399
Lloyd's syndicates - continuing 264,270 245,738 55,859
Lloyd's syndicates - runoff 3,047 25,467 20,875
U.S. specialty program insurance 102,472 54,028 5,641
---------- ---------- --------
Total $ 970,318 $ 833,952 $474,647
========== ========== ========
The following discussion of segments addresses changes in gross and net premium
writings as presented in the table above. For additional financial information
regarding Trenwick Group Ltd.'s business segments, see note 3 to Trenwick Group
Ltd.'s consolidated financial statements.
Worldwide Property Catastrophe Reinsurance
Catastrophe reinsurance contracts cover unpredictable events such as hurricanes,
windstorms, hailstorms, earthquakes, fires, industrial explosions, freezes,
riots, floods and other man-made or natural disasters. These contracts are
written on an excess of loss and a pro rata basis. The largest portion of
Trenwick Group Ltd.'s property catastrophe business consists of excess of loss
contracts. Property catastrophe excess of loss reinsurance provides coverage
when total losses and loss expenses from a single occurrence of a covered peril
under a portfolio of primary insurance contracts exceed the attachment point
specified in the reinsurance contract with the primary insurer.
2
Trenwick Group Ltd. also writes property catastrophe pro rata reinsurance
treaties. In these programs, Trenwick Group Ltd. assumes a specified proportion
of the exposure under a portfolio of excess of loss property catastrophe
reinsurance contracts written by the ceding reinsurer and receives an equal
proportion of the premium received by the cedent.
Trenwick Group Ltd.'s worldwide property catastrophe segment's principal
underwriting strategy is to underwrite property catastrophe exposures within
clearly defined parameters that permit thorough analysis and appropriate pricing
of each reinsurance contract. In many cases, this includes analysis of a
reinsurance contract based on the expected incremental return on equity in
relation to the segment's overall portfolio of reinsurance contracts.
Because Trenwick Group Ltd. underwrites property catastrophe reinsurance and has
large aggregate exposures to natural and man-made disasters, Trenwick Group
Ltd.'s claims experience in its worldwide property catastrophe reinsurance
segment generally will involve infrequent events of great severity. Trenwick
Group Ltd. seeks to diversify its reinsurance portfolio to moderate the impact
of this severity. The principal means of diversification are by geographic
coverage and by varying attachment points and imposing coverage limits per
program. Trenwick Group Ltd. also establishes zonal accumulation limits to avoid
concentrations of risk within particular geographic areas.
Trenwick Group Ltd.'s worldwide property catastrophe segment uses computer-based
modeling systems to estimate exposure to loss and evaluate pricing adequacy of
its reinsurance programs. These models are also used in the analysis of
projected return on equity and the monitoring of aggregate exposures within
geographic zones.
U.S. Treaty Reinsurance
Trenwick Group Ltd.'s U.S. treaty reinsurance segment underwrites United States
treaty reinsurance. This segment generally obtains all of its business through
brokers and reinsurance intermediaries which seek its participation on
reinsurance being placed for their customers. In underwriting reinsurance,
Trenwick Group Ltd.'s U.S. treaty reinsurance segment does not target types of
clients, classes of business or types of reinsurance. Rather, it selects
transactions based upon the quality of the reinsured, the attractiveness of the
reinsured's insurance rates and policy conditions and the adequacy of the
proposed reinsurance terms.
The U.S. treaty reinsurance segment's commitment is currently limited to $3.0
million per contract on casualty treaty business and $2.5 million on property
business. Larger commitments are subject to Trenwick Group Ltd.'s underwriting
committee referral process.
The major lines of reinsurance currently underwritten by the U.S. treaty
reinsurance segment are accident and health, property, errors and omissions,
environmental liability and general liability. Together these lines accounted
for an aggregate of at least 65% of its net premiums written in each of 2001,
2000 and 1999. Trenwick Group Ltd.'s U.S. treaty reinsurance segment also
underwrites medical malpractice, workers' compensation, products liability and
automobile liability lines of reinsurance.
3
Three ceding companies generated a majority of the U.S. treaty reinsurance
business shown on the table on page 2, accounting for 22%, 31% and 25% of this
segment's gross premiums written in 2001, 2000 and 1999, respectively. During
2001, Travelers Group, Avemco Group and American International Group accounted
for 9%, 7% and 6%, respectively, of the segment's gross premiums written.
Trenwick Group Ltd. does not believe that the loss of these accounts would have
a long-term material adverse effect on the results and operations of the U.S.
treaty reinsurance segment because of its competitive position within the
reinsurance market and the availability of business from other brokers and
ceding companies. Further, Trenwick Group Ltd. believes that this segment would
continue to underwrite new business to replace the accounts.
International Specialty Insurance and Reinsurance
Trenwick Group Ltd.'s international specialty insurance and reinsurance
segment's business consists principally of insurance and facultative reinsurance
of specialty classes as well as property and casualty treaty reinsurance. Treaty
reinsurance includes liability business, which accounted for approximately 40%
of treaty business in 2001, as well as property and credit business. Treaty is
written both on a proportional and non-proportional basis. Effective January 1,
2002, the international specialty insurance and reinsurance platform's property
and casualty treaty reinsurance will be underwritten in Trenwick Group Ltd.'s
Lloyd's operation.
The international specialty insurance and reinsurance segment obtains all of its
business through brokers, and consists of specialist risk underwriting, which
includes direct insurance and facultative reinsurance, and treaty reinsurance.
Specialist risk business is underwritten in both London and Paris. The principal
lines of business underwritten include property, engineering, latent defects,
professional indemnity, financial institutions, liability, extended warranty,
credit and bonds and general aviation. In 2001, approximately 59% of Trenwick
International Limited's gross premiums were written directly as insurance.
Trenwick Group Ltd.'s Paris branch specializes in large, complex property risks
that require a high degree of underwriting expertise. The international
specialty insurance and reinsurance segment generally underwrites this business,
which includes large manufacturing facilities, construction projects as well as
both onshore and offshore energy risks, as facultative reinsurance, but can also
function directly as an insurer. The Paris branch benefits from a pool of
underwriters trained as engineers and has emerged as a center for this type of
technical underwriting. The Paris branch also underwrites cargo insurance.
Lloyd's Syndicates
Trenwick Group Ltd. participates in the Lloyd's market principally through
Chartwell Managing Agents Limited, which is a managing agent at Lloyd's and
through five Lloyd's corporate members. Chartwell Managing Agents Limited
receives fees and profit commissions in respect of the underwriting and
administrative services it provides to the Lloyd's underwriting syndicates that
it manages. For the 2002 year of account, Chartwell Managing Agents Limited
manages three syndicates with a total underwriting capacity of approximately
$329.5 million, which is primarily supplied by Trenwick Group Ltd. Classes of
business covered by Chartwell Managing Agents Limited's syndicates include
marine, property, non-marine liability, aviation and life.
4
In 1998 and 1999, Chartwell Managing Agents Limited sold to third parties the
rights to manage syndicates 866 (motor), 947 (non-marine) and 994 (non-marine)
and combined into a single syndicate for the 2000 year of account the remaining
non-life syndicates. These remaining non-life syndicates included property,
marine, aviation and non-marine liability segments. Trenwick Group Ltd. retains
the benefits and obligations with respect to its Lloyd's corporate member
participation interests in those syndicates for the open years of account at the
time of the sale, and has classified these results as Lloyd's runoff. In
conjunction with the sale of syndicate 866, Trenwick Group Ltd. purchased a
reinsurance to close cover which terminated any further exposure to that
syndicate. LaSalle Re Limited provided capital support through a subsidiary to
three Lloyd's syndicates for the 2000 and 1999 underwriting years of
approximately $14.6 million and $31.9 million, respectively. Following the
Trenwick/LaSalle business combination, LaSalle Re Limited withdrew its capital
support for the 2001 underwriting year. This decision is in line with Trenwick
Group Ltd.'s strategy of returning LaSalle Re Limited to its core business of
property catastrophe reinsurance. The Lloyd's business written on behalf of
LaSalle Re Limited has been classified as Lloyd's runoff.
U.S. Specialty Program Insurance
U.S. specialty program insurance, written through Canterbury Financial Group
Inc.'s insurance companies, develops insurance programs through specialty
production sources with a focus on a specific line or lines of business, with a
limited geographic emphasis, and where the program administrator's compensation
is adjusted based on the underwriting results of the business. Canterbury
Financial Group Inc. evaluates each business relationship based upon the
underwriting experience and operational expertise of the production source and
periodically performs underwriting, claims and operational audits of each of its
production sources.
During the 2001 calendar year, the U.S. specialty program insurance segment
underwrote approximately 68% of the gross premiums ascribed to it in the table
on page 2 through four managing general agents, of which Florida Intracoastal
Underwriters accounted for 27%, HDR Insurance Services accounted for 16%,
Inter-Reco accounted for 14% and Risk Control Services accounted for 11%. The
Inter-Reco casualty program was non-renewed in October of 2001. No other
managing general agent accounted for more than 10% of the specialty program
insurance segment's gross insurance premiums written for such period.
In order to reduce the potential adverse effect arising from the termination of
any specific business relationship, Trenwick Group Ltd. continues to seek to
establish and develop relationships with a large number of managing general
agents. While management believes that its relationships with its managing
general agents are satisfactory, the termination of all or a substantial number
of these relationships could have a material adverse effect on the business and
operations of the U.S. specialty program insurance segment.
Marketing
Each of Trenwick Group Ltd.'s business segments generally obtains its business
through insurance and reinsurance brokers which represent the ceding company and
clients in negotiations for the purchase of insurance or reinsurance. The
process of effecting a brokered placement typically begins when a client or
ceding company enlists the aid of a broker in structuring an insurance or
reinsurance program. Often the various parties will consult with one or more
lead underwriters as to the pricing and contract terms of the protection being
sought. Once the terms quoted by the lead underwriter have been approved, the
broker will offer participation to qualified insurers or reinsurers until the
program is fully subscribed at terms agreed to by all parties.
5
Trenwick Group Ltd. pays such intermediaries or brokers commissions representing
negotiated percentages of the premium it writes. These commissions constitute
part of Trenwick Group Ltd.'s total acquisition costs and are included in its
underwriting expenses. Under certain limited circumstances, selected
administrators have the authority to bind a portion of Trenwick Group Ltd.
business. These administrators are subject to periodic financial and operational
reviews. Trenwick Group Ltd. does not commit in advance to accept any portion of
the business that brokers submit to it. Business from any company, whether new
or renewal, is subject to acceptance by Trenwick Group Ltd.
During 2001, five brokers generated 51% of the gross written premiums reflected
in the table on page 2. Aon Reinsurance Agency accounted for 19%, Marsh and
MacLennan accounted for 16%, Reinsurance Alternatives accounted for 8%, Heath
Lambert accounted for 6%, and Benfield Blanch accounted for 2% of those gross
written premiums. During the 2000 year, the 1999 period and the 1999 year, Marsh
and MacLennan provided 13%, 40%, and 20% of the gross written premiums reflected
in Trenwick Group Ltd.'s consolidated financial statements, respectively, and
Aon Reinsurance Agency provided 18%, 4%, and 18%, respectively.
Loss of all or a substantial portion of the business provided by these brokers
could have a material adverse effect on the business and operations of Trenwick
Group Ltd. or one or more of its business segments. Trenwick Group Ltd. does not
believe, however, that the loss of such business would have a long-term adverse
effect because of Trenwick Group Ltd.'s competitive position within the
reinsurance market and the availability of business from other brokers.
Geographic Information
Trenwick Group Ltd. seeks to diversify its insurance and reinsurance exposures
across geographic zones in order to optimize its spread of risk.
The following table presents Trenwick Group Ltd.'s gross premiums written as
included in its consolidated financial statements for the years ended December
31, 2001 and 2000, the three month period ended December 31, 1999 and the year
ended September 30, 1999 allocated to the geographic region in which the risks
originate:
2001 Year 2000 Year 1999 Period 1999 Year
---------- --------- ----------- ---------
Gross premiums written: (amounts in thousands of United States dollars)
United States $ 797,262 $205,819 $ 719 $ 60,074
United Kingdom 317,895 115,273 3,337 32,161
Europe, excluding United Kingdom 133,762 20,429 -- 9,555
Australia, New Zealand and Far East 31,578 13,934 647 7,383
Worldwide 171,758 73,189 5,604 29,837
---------- -------- ------- --------
Gross premiums written $1,452,255 $428,644 $10,307 $139,010
========== ======== ======= ========
6
Underwriting
Trenwick Group Ltd.'s underwriting philosophy emphasizes a transactional
approach to underwriting in which any insurance or reinsurance transaction for
any line of property or casualty business is considered on its own merits. The
underwriter's primary objective is to assess the potential for an underwriting
profit. The risk assessment process undertaken by Trenwick Group Ltd.'s
underwriters involves a comprehensive analysis of historical data, when
available, and estimates of future value of loss costs which may not be evident
in the historical data. The factors which Trenwick Group Ltd. considers include
the type of risk, details of the underlying insurance coverage provided,
adequacy of pricing using actuarial analysis and the terms and conditions. With
respect to its U.S. operations, which comprises fewer but significantly larger
accounts, Trenwick Group Ltd. frequently conducts underwriting and claims audits
of ceding companies to assist it in evaluating the information submitted by the
ceding companies, before agreeing to participate in a reinsurance transaction.
Trenwick Group Ltd. has established formal underwriting policy standards for
both U.S. and international operations. This process involves pre-binding
reviews of individual material transactions by its senior underwriting staff.
Underwriting policies for insurance and reinsurance transactions are
supplemented by conducting periodic internal audits of each underwriting
department to ensure compliance with underwriting policies and procedures.
Competition
Trenwick Group Ltd. competes with numerous major international and domestic
insurance and reinsurance companies in each of its business segments. These
competitors, many of which have substantially greater financial and staff
resources than Trenwick Group Ltd., include independent insurance and
reinsurance companies, subsidiaries or affiliates of established insurance
companies, reinsurance departments of certain commercial insurance companies and
underwriting syndicates.
Competition in the types of business which Trenwick Group Ltd. underwrites is
based on many factors. These factors include the perceived overall financial
strength of the insurer or reinsurer, rates charged, other terms and conditions,
agency ratings (including A.M. Best Company and Standard & Poor's), service
offered, speed of service (including claims payment) and perceived technical
ability and experience of staff. The number of jurisdictions in which an insurer
or reinsurer is licensed or authorized to do business is also a factor.
The financial security of insurers and reinsurers has emerged as a key issue
throughout the past ten years. To be accepted by clients, and by ceding
companies and their brokers, insurers and reinsurers must demonstrate higher
levels of financial security and solvency than were previously required.
Transactions tend to have fewer and larger participants, which may negatively
affect the availability of underwriting opportunities for Trenwick Group Ltd.
7
Claims Administration
Claims are managed by Trenwick Group Ltd.'s professional claims staff whose
responsibilities include the review of initial loss reports, creation of claim
files, determination of whether further investigation is required, establishment
and adjustment of case reserves and payment of claims. In addition, the claims
staff conducts comprehensive claims audits of both specific claims and overall
claims procedures at the offices of selected brokers and ceding companies. In
certain instances, a claims audit may be performed prior to assuming reinsurance
business as part of a comprehensive risk evaluation process. For insurance
business, Trenwick Group Ltd.'s claim staff uses their own judgment as well as
advice from lawyers and loss adjusters where appropriate. Trenwick Group Ltd.
has a separate environmental claims unit to evaluate the complex toxic tort and
latent injury claims resident in one of its U.S. insurance subsidiaries.
Unpaid Claims and Claims Expenses
General
Insurers and reinsurers establish claims and claims expense liabilities
representing estimates of future amounts needed to pay claims and related
expenses with respect to insured events which have occurred. Claims and claims
expense liabilities have two components: case liabilities, which are liabilities
for reported claims, and incurred but not reported, or IBNR liabilities, which
are liabilities for claims not yet reported. Significant periods of time may
elapse between the occurrence of an insured claim, the reporting of the claims
to the insurer and the subsequent reporting of the claims to the reinsurer, the
insurer's payment of that claim, and later payments by the reinsurer.
Trenwick Group Ltd. first establishes its case liabilities for reported claims
when it receives notice of the claim. It is Trenwick Group Ltd.'s general policy
to establish liabilities for reported claims in an amount equal to the greater
of the liability recommended by the ceding company or the claim as estimated by
its claims personnel. Trenwick Group Ltd. periodically conducts investigations
to determine if the amount reserved by the ceding company is appropriate or
should be adjusted. During the claim settlement period, which may be many years,
additional facts regarding individual claims may become known. As additional
facts become known, it may become necessary to refine and adjust upward or
downward the estimated liabilities on a claim, and even then the ultimate net
liabilities may be less than or greater than the revised estimates.
Actuarial Methods
Trenwick Group Ltd. utilizes several actuarial evaluation methods including the
two most common methods of actuarial evaluation used within the insurance
industry, the Bornhuetter-Ferguson method and the loss development method. The
Bornhuetter-Ferguson method involves the application of selected loss ratios to
Trenwick Group Ltd.'s earned premiums to determine estimates of ultimate
expected loss and loss adjustment expenses for each underwriting year.
Multiplying expected losses by underwriting year by a selected loss reporting
pattern gives an estimate of reported and unreported IBNR losses. When the IBNR
is added to the loss and loss adjustment expense amounts with respect to claims
that have been reported to date, an estimated ultimate expected loss results.
This method provides a more stable estimate of IBNR that is insulated from wide
variations in reported losses. In contrast, the loss development method
extrapolates the current value of reported losses to ultimate expected losses by
using selected reporting patterns of losses over time. The selected reporting
patterns are based on historical information (organized into loss development
triangles) and are adjusted to reflect the changing characteristics of the book
of business written by Trenwick Group Ltd.
8
Trenwick Group Ltd. provides capital to its Lloyd's corporate members, which
support the underwriting capacity of the Lloyd's syndicates managed by Chartwell
Managing Agents Limited. Claim liabilities for this business are established
using methods similar to those used by Trenwick Group for its operating
insurance company subsidiaries. Chartwell Managing Agents Limited has engaged
Bacon & Woodrow Deloitte, an independent actuarial consulting firm, to review
the claim liabilities and prepare an actuarial opinion for each of its
syndicates, including the actuarial opinion required by Lloyd's solvency
regulations. The Bacon & Woodrow Deloitte opinions, which are prepared solely
for the use of Lloyd's regulators and are only to be relied upon by Chartwell
Managing Agents Limited, assist its syndicates in establishing appropriate
liability estimates for both the reinsurance to close and the open years of
account.
In the liability setting process, Trenwick Group Ltd. includes provisions for
inflation and "social inflation" if appropriate, as losses are generally not
determined until some time in the future. Trenwick Group Ltd. continually
monitors legislative activity and evaluates the potential effect of any
legislative changes on its reserve liabilities.
Trenwick Group Ltd.'s claim liabilities are carried at management's best
estimate of the ultimate expected claim liabilities and claim adjustment
expense, generally without any discount to reflect the time value of money in
accordance with both statutory accounting practices and U.S. GAAP. Certain
workers' compensation indemnity claim liabilities are discounted using an
interest rate of 3.5%. Trenwick Group Ltd.'s actuarial department regularly
performs claim liability analyses for its operating insurance company
subsidiaries.
Loss Development Analysis
The following table presents the development of Trenwick Group Ltd.'s net
liabilities for unpaid claims and claims expenses for 1994 (the date of
inception of LaSalle Re Limited) through 2001. The top line of the table shows
the net liabilities for unpaid claims and claims expenses at the balance sheet
date for each of the indicated years. This reflects the net estimated amounts of
claims and claims expenses for claims arising in that year and in all prior
years that are unpaid at the balance sheet date, including claims that had been
incurred but not yet reported to Trenwick Group Ltd. The upper portion of the
table shows the net cumulative subsequently paid amounts as of successive years
with respect to that liability. The middle portion of the table shows the net
re-estimated amount of the previously recorded net liabilities for unpaid claims
and claims expenses based on experience as of the end of each succeeding year.
The estimates change as more information becomes known about the frequency and
severity of claims for individual years. A redundancy (deficiency) exists when
the net re-estimated liability at each December 31 is less (greater) than the
prior net liability estimate. The net cumulative redundancy (deficiency)
depicted in the table for any particular calendar year represents the aggregate
change in the initial net estimates over all subsequent calendar years.
The lower portion of the table presents a reconciliation of the net unpaid
claims and claims expenses as of the end of the year with the related gross
unpaid claims and claims expenses as of December 31, 1994 through 2001.
Additionally, the table presents a reconciliation of the gross re-estimated
unpaid claims and claims expenses as of the end of the latest re-estimation
year, with separate disclosure of the related re-estimated reinsurance
recoverable on unpaid claims and claims expenses. The gross cumulative
redundancy depicted in the table for the calendar years 1994 through 2001
represents the aggregate change in the initial gross estimates over all
subsequent calendar years.
9
DEVELOPMENT OF UNPAID CLAIMS AND CLAIMS EXPENSES
(monetary amounts expressed in thousands of United States dollars)
2001 2000 1999 1998
----------------------------------------------------------
Net unpaid claims and claims expenses, beginning of year $ 1,621,970 $ 1,375,156 $ 172,576 $ 100,534
Cumulative amount of net liability paid as of:
One year later 473,703 77,618 57,224
Two years later 130,425 86,267
Three years later 107,340
Four years later
Five years later
Six years later
Seven years later
Net liability re-estimated as of:
One year later 1,501,406 193,552 144,490
Two years later 192,359 141,733
Three years later 141,561
Four years later
Five years later
Six years later
Seven years later
Net cumulative deficiency (126,250) (20,976) (41,199)
Percentage (9.2)% (12.2)% (41.0)%
Gross liability, end of year 2,375,124 190,352 100,534
Reinsurance recoverable 999,968 17,776 0
Net liability, end of year 1,375,156 172,576 100,534
Gross re-estimated liability-latest 2,521,602 209,551 141,733
Re-estimated recoverable-latest 1,020,196 15,999 0
Net re-estimated liability-latest 1,501,406 193,552 141,733
Gross cumulative deficiency (146,478) (19,199) (41,199)
1997 1996 1995 1994
-----------------------------------------------------
Net unpaid claims and claims expenses, beginning of year $ 45,186 $ 45,981 $ 60,887 $ 31,089
Cumulative amount of net liability paid as of:
One year later 34,805 21,171 54,147 19,030
Two years later 52,184 39,432 65,618 30,825
Three years later 68,343 44,519 72,269 34,119
Four years later 69,517 47,100 72,923 37,350
Five years later 48,776 73,734 37,383
Six years later 74,196 38,022
Seven years later 38,230
Net liability re-estimated as of:
One year later 81,811 43,053 76,344 41,967
Two years later 88,458 54,184 72,537 41,757
Three years later 88,259 56,814 80,131 38,899
Four years later 87,476 56,411 79,111 41,012
Five years later 55,600 78,858 39,955
Six years later 78,105 40,359
Seven years later 40,222
Net cumulative deficiency (43,073) (10,430) (17,971) (9,270)
Percentage (95.3)% (22.7)% (29.5)% (29.8)%
Gross liability, end of year 45,186 45,981 60,887 31,089
Reinsurance recoverable 0 0 0 0
Net liability, end of year 45,186 45,981 60,887 31,089
Gross re-estimated liability-latest 88,259 56,411 78,858 40,359
Re-estimated recoverable-latest 0 0 0 0
Net re-estimated liability-latest 88,259 56,411 78,858 40,359
Gross cumulative deficiency (43,073) (10,430) (17,971) (9,270)
10
In evaluating the information in the table on the preceding page, it should be
noted that each amount includes the effects of all changes in amounts for prior
periods. For example, if a claim determined in 1999 to be $150,000 was first
reserved in 1994 at $100,000, the $50,000 deficiency (actual claim minus
original estimate) would be included in the gross cumulative redundancy
(deficiency) in each of the years 1994-2000 shown on the preceding page. This
table does not present accident or policy year development data. Conditions and
trends that have affected the development of liability in the past may not
necessarily occur in the future. Accordingly, it may not be appropriate to
extrapolate future redundancies or deficiencies based on this table.
The trend depicted in the table indicates that net unpaid claims and claims
expense liability at December 31, 1999 have developed unfavorably due to LaSalle
Re Holdings Limited's unfavorable development for catastrophe losses relating to
the European storms in accident year 1999. Net unpaid claims and claims expenses
at December 31, 2001 includes reinsurance recoverable of $92.0 million under the
adverse development cover purchased by Chartwell Re Corporation in connection
with its acquisition by Trenwick Group Inc. For further discussion of unpaid
claims and claims expenses, see Note 4 of Notes to the Consolidated Financial
Statements of Trenwick Group Ltd.
Management believes that Trenwick Group Ltd.'s claim and claim expense
liabilities are adequate. However, the process of estimating claims and claim
expense liabilities is inherently imprecise and involves an evaluation of many
variables, including potentially unpredictable social and economic conditions.
Accordingly, there can be no assurance that Trenwick Group Ltd.'s ultimate
liability will not vary significantly from amounts reserved. The inherent
uncertainties of estimating such liabilities are greater for reinsurers than for
primary insurers, primarily due to the longer-term reporting nature of the
reinsurance business, the diversity of development patterns among different
types of reinsurance, the necessary reliance on ceding companies for information
regarding reported claims and differing reserving practices among ceding
companies. Claims liabilities also include provisions for latent injury or toxic
tort claims that cannot be estimated with traditional reserving techniques. Due
to inconsistent court decisions in federal and state jurisdictions and the wide
variation among insureds with respect to underlying facts and coverage,
uncertainty exists with respect to these claims as to liabilities of ceding
companies and, consequently, reinsurance coverage. Management believes that
Trenwick Group Ltd.'s exposure to such latent losses is lessened because of its
relatively recent entry into the reinsurance business (other than one of the
U.S. insurance subsidiaries), its low historical levels of premium volume prior
to the application of exclusions for asbestos and environmental liabilities, its
retrocessional programs and the protection afforded by the contingent interest
notes, the payment of which is subject to reduction in the event of such adverse
reserve development related to a U.S. insurance subsidiary's business.
Reserves for Trenwick Group Ltd.'s participation in Lloyd's syndicates through
its Lloyd's corporate members are included in the year end reserves. Part of the
reserve represents reinsurance to close balances brought forward to the open
years of account (for example, 1996 reinsured into the 1997 open year).
Favorable or unfavorable development of the prior year's reserves can influence
the results of the open years of 1999, 2000 and 2001. Consequently, there can be
no assurance as to the adequacy of reserves and the risk of future developments,
both favorable and unfavorable, exists.
Trenwick Group Ltd.'s unpaid claims and claims expense liability at December 31,
2001 and 2000 includes an estimate of Trenwick Group Ltd.'s ultimate liability
for asbestos and environmental claims of $91.0 million and $70.5 million,
respectively, comprising gross liabilities for unpaid claims and claims expenses
of $118.7 million and $99.5 million, respectively, net of reinsurance
recoverable on unpaid claims and claims expenses of $27.6 million and $28.9
million. The balance sheet prior to the Trenwick/LaSalle business combination
did not include liabilities for asbestos and environmental reserves, as LaSalle
Re Holdings Limited's business did not provide for such coverage. Under Trenwick
Group Ltd.'s current interpretation of policy language, management does not
believe that it has a material exposure to environmental claims that requires
additional reserves beyond its current estimates.
11
Contingent Interest Notes
Upon consummation of the acquisition of Chartwell Re Corporation in 1999,
Trenwick Group Inc. became the successor obligor under Chartwell Re
Corporation's Contingent Interest Notes due June 30, 2006. Effective September
27, 2000, Trenwick America Corporation assumed Trenwick Group Inc.'s obligations
under the contingent interest notes in connection with the Trenwick/LaSalle
business combination. The contingent interest notes were issued immediately
prior to Chartwell Re Corporation's acquisition of Piedmont Management Company
Inc. to protect Chartwell Re Corporation against increases in unpaid claims and
claims expenses and long-tail casualty exposures at the company being acquired.
The contingent interest notes were issued in an aggregate principal amount of $1
million, which accrues interest at a rate of 8% per annum, compounded annually.
The interest is not payable until the maturity or earlier redemption of the
contingent interest notes. In addition, the contingent interest notes entitle
their holders to receive at maturity, in proportion to the principal amount of
the contingent interest notes held by them, an aggregate of from $1 million up
to $55 million in contingent interest. The amount of contingent interest payable
under the contingent interest notes is dependent upon the level of loss and loss
adjustment expense reserves related to business written by Trenwick Group Ltd.'s
subsidiary, The Insurance Corporation of New York, prior to 1996.
Settlement of the contingent interest notes may be made by payment of cash or,
under certain specified conditions, by delivery of Trenwick Group Ltd.'s common
shares. In order for the contingent interest notes to be settled in common
shares of Trenwick Group Ltd., Trenwick Group Ltd.'s common shares must be
registered under the Securities Act of 1933 and listed on a national securities
exchange or the NASDAQ National Market. For purposes of any settlement of the
contingent interest notes in Trenwick Group Ltd.'s common shares, the value
ascribed to each common share shall be 85% of the average of the closing sales
prices of the common shares for the 20 trading days immediately preceding the
fifth trading day prior to the settlement date.
Catastrophe Equity Put
On September 27, 2000, Trenwick Group Ltd. assumed the benefits and obligations
of LaSalle Re Holdings Limited under a catastrophe equity put option program and
as of January 1, 2001 and January 25, 2002 amended and restated the catastrophe
equity put. As amended, the catastrophe equity put enables Trenwick Group Ltd.
to raise up to $55 million of equity through the issue of convertible preferred
shares to the option writer in the event there is a qualifying catastrophic
event or events occurring prior to January 1, 2002. The preferred shares can be
redeemed by Trenwick Group Ltd. at any time following their issue. In addition,
the option writer can convert its preferred shares into common shares of
Trenwick Group Ltd. at any time after they have been outstanding for five years
or upon a change in control of Trenwick Group Ltd. or a decline in Trenwick
Group Ltd.'s net worth below a specified level. Conversion is at the greater of
the book value of Trenwick Group Ltd. at the date of conversion or the market
value of the common shares based on the 30-day trading average prior to
conversion. Trenwick Group Ltd. was obligated to pay an annual net option
premium for the catastrophe equity put.
As a result of the terrorist attacks of September 11, 2001, Trenwick Group Ltd.
has incurred $120 million in catastrophe losses as defined under the option
agreement. If these losses develop to $140 million prior to March 11, 2003,
Trenwick Group Ltd. will be entitled to exercise the catastrophe equity put and
raise $55 million of equity, subject to regulatory approvals.
Reinsurance and Retrocessional Agreements
Trenwick Group Ltd. enters into reinsurance and retrocessional agreements to
reduce its net liability on individual risks, protect against catastrophic
losses and maintain acceptable loss ratios.
In 2001, LaSalle Re Limited has purchased three excess of loss programs which
provide coverage of $20 million in excess of the first $30 million of losses per
occurrence, $5 million in excess of the first $50 million of losses per
occurrence and $25 million in excess of the first $75 million of losses per
occurrence.
12
LaSalle Re Limited had purchased an excess of loss program which provides
coverage of $75.0 million in excess of the first $75.0 million of losses per
occurrence for a first loss event and $60.0 million excess of $75.0 million per
occurrence on the second loss event and $52.5 million excess of $125.0 million
per occurrence on the third loss event over a three-year period ended December
31, 2001 subject to a maximum aggregate recovery of $187.5 million. This
contract was cancelled effective December 31, 2000. The coverage was provided by
a company that held a claims paying ability rating of AA from Standard and
Poor's. As part of its overall protection against catastrophe losses, LaSalle Re
Limited has also purchased the catastrophe equity put option discussed above.
LaSalle Re Limited has also purchased other non-proportional excess of loss
protections, which provide for the recovery of losses from reinsurers in excess
of certain retentions that are related to the magnitude of market losses.
LaSalle Re Limited reviews the claims paying ability of each reinsurer for
adequacy before each cover is placed.
Trenwick America Reinsurance Corporation has various retrocessional facilities,
all of which are on a treaty basis. These retrocessional facilities include
three treaties for its treaty property business, which protect it against
multiple claims arising out of a single occurrence or event. As a result of
these facilities, Trenwick America Reinsurance Corporation's maximum retention
generally does not exceed $4.3 million per occurrence on property catastrophe
business. From 1989 to 1999, Trenwick America Reinsurance Corporation has
purchased aggregate excess of loss ratio treaties from several reinsurers. These
facilities provided Trenwick America Reinsurance Corporation with a layer of
protection against adverse results from its domestic casualty business in excess
of specified loss ratios on an accident year basis. Trenwick America Reinsurance
Corporation did not purchase an aggregate excess of loss ratio treaty after
1999.
Trenwick International Limited, as customary with companies operating in the
London market, buys large amounts of reinsurance. Reinsurance and retrocessional
coverage is customized for each class of business. During 1998, following an
increase in its share capital, Trenwick International Limited increased its
retention of business by reducing the amount of reinsurance it buys, principally
proportional reinsurance treaties with its former parent.
Chartwell Managing Agents Limited, as part of its business strategy, has
historically purchased a significant amount of reinsurance for the Lloyd's
syndicates it manages. Reinsurance is generally purchased to protect the
syndicates against extraordinary loss or loss involving one or more underwriting
classes. The amount purchased is determined with reference to the syndicates'
aggregate exposure and potential loss scenarios.
Canterbury Financial Group Inc. purchases reinsurance specifically tailored to
each of the specialty programs underwritten by its insurance subsidiaries.
In connection with the acquisition of Chartwell Re Corporation by Trenwick Group
Ltd., Chartwell Re Corporation's insurance company subsidiaries purchased an
aggregate excess of loss reinsurance agreement providing up to $100 million in
coverage against unanticipated increases in Chartwell Re Corporation's reserves
for business written on or before October 27, 1999, the date of completion of
the acquisition of Chartwell Re Corporation. Within the $100 million maximum,
the protection was limited to $100 million for increased reserves attributable
to Chartwell Re Corporation's Lloyd's operations, $25 million for increased
reserves attributable to catastrophe and year 2000 losses and $50 million for
increased reserves attributable to asbestos and environmental coverage losses.
The aggregate excess of loss reinsurance agreement is not cancelable by the
reinsurers, London Life and Scandinavian Re, and their obligations have been
secured by a trust account. The premium paid for this aggregate excess of loss
reinsurance agreement was $56 million, and the $100 million coverage limit was
exhausted during the 2000 year.
13
Trenwick Group Ltd. remains liable with respect to insurance and reinsurance
ceded in the event that the reinsurer or retrocessionaire is unable to meet its
obligations. All reinsurers and retrocessionaires must be formally approved by
the operating company's security committee. The security committees re-evaluate
the financial condition of Trenwick Group Ltd. reinsurers and retrocessionaires
at least annually. The evaluation process involves financial analysis of current
audited financial data and comparative analysis of such data in accordance with
guidelines established by Trenwick Group Ltd. Business may not be conducted with
reinsurers or retrocessionaires who are not currently approved by the security
committees.
Of Trenwick Group Ltd.'s $1.4 billion in reinsurance recoverable balances, $719
million relates to Chartwell Managing Agents Limited's insurance underwriting
operations at Lloyd's, which rely heavily on reinsurance in its insurance
underwriting, particularly for the aviation business it underwrites.
Approximately $200 million of this $719 million comes directly from the aviation
losses from the September 11th terrorist attacks. Of LaSalle Re Limited's $57
million in reinsurance recoverable balances, all but $2 million also relate to
the September 11th losses. Canterbury Financial Group Inc., the U.S. program
insurer, has $166 million in reinsurance recoverable balances. Canterbury also
relies on reinsurance in its underwriting, while maintaining an average
retention of 34% in the business it underwrites. Finally, $180 million of the
total relates to finite reinsurance coverage and $289 million relates to
operational reinsurance for Trenwick America Reinsurance Corporation ($198
million) and Trenwick International Limited ($91 million).
The finite reinsurance balances of $180 million, net are due from five
reinsurers and are collateralized, both with funds held and letters of credit.
The operational reinsurance balances of $1.2 billion are for paid losses ($156
million, or 13%) and unpaid losses, including both incurred, reported losses and
incurred, but not reported losses ($1,075 million, or 87%). Allowances for
uncollectible balances of $55 million have been recorded, including $23 million
on paid losses (13% of the paid losses) and $32 million on unpaid losses (3% of
the unpaid losses). In the ordinary course of business, losses are paid to
insureds prior to any recovery on reinsurance. Except for allowances provided
against recoverable balances for paid losses, no losses are expected on
collection of these balances.
The operational reinsurance balances are recoverable from a broadly diversified
group of companies with 61 reinsurers comprising 80% of the total of $1.2
billion. Of these 61 reinsurers, 88% are rated A- or better by Standard &
Poor's, or A.M. Best if no S&P rating is available.
14
Tables that set forth the distribution of Trenwick Group Ltd.'s reinsurance
recoverable balances, net, by source, type and credit quality rating follow:
Total Finite Operational
---------- -------- -----------
Worldwide property catastrophe reinsurance $ 57,179 $ -- $ 57,179
U.S. treaty reinsurance 395,062 180,058 215,004
International specialty insurance and reinsurance 94,399 -- 94,399
Lloyd's syndicates 753,011 -- 753,011
U.S. specialty program insurance 166,398 -- 166,398
---------- -------- ----------
Total before allowance for uncollectible balances 1,466,049 180,058 1,285,991
Allowance for uncollectible balances 54,580 -- 54,580
---------- -------- ----------
Total $1,411,469 $180,058 $1,231,411
========== ======== ==========
Total Paid Unpaid
Operational Losses Losses
----------- --------- ----------
Worldwide property catastrophe reinsurance $ 57,179 $ -- $ 57,179
U.S. treaty reinsurance 215,004 60,029 154,975
International specialty insurance and reinsurance 94,399 43,505 50,894
Lloyd's syndicates 753,011 53,903 699,108
U.S. specialty program insurance 166,398 21,833 144,565
---------- -------- ----------
Total before allowance for uncollectible balances 1,285,991 179,270 1,106,721
Allowance for uncollectible balances 54,580 22,896 31,684
---------- -------- ----------
Total $1,231,411 $156,374 $1,075,037
========== ======== ==========
% of 61
Number Total Largest
------------ ------------- -----------
Collateralized or AAA 13 $ 214,898 20.8%
AA+ to AA- 11 190,684 18.4%
A++ to A- 24 485,876 47.0%
-- ---------- -----------
Total collateralized or A- or better 48 891,458 86.2%
BBB to BBB- 2 31,372 3.1%
Not rated 10 96,653 9.3%
In rehabilitation 1 14,531 1.4%
-- ---------- -----------
Total - 61 largest 61 1,034,014 100%
== ========== ===========
All others 251,977
-------------
Totals before allowance for uncollectible balances 1,285,991
Allowance for uncollectible balances 54,580
-------------
Total $1,231,411
=============
Investments
The Investment Committee of Trenwick Group Ltd.'s Board of Directors oversees
investments and sets procedures and guidelines for investment strategy. Trenwick
Group Ltd.'s internal staff manage these investments and utilize the services of
investment advisers, using an investment strategy which focuses on capital
preservation and income predictability. This strategy also requires that the
risks associated with these objectives are properly managed. Accordingly,
Trenwick Group Ltd. emphasizes investment grade debt investments. At year end
2001, 74% of Trenwick Group Ltd.'s investments in debt securities were rated Aa
or better.
Trenwick Group Ltd.'s investment strategy permits an allocation for equity
securities. At year end 2001, 1% of Trenwick Group Ltd.'s total investments and
cash were invested in common and preferred equities. The primary risk associated
with these securities is the exposure to daily market fluctuations.
15
The investments of each of Trenwick Group Ltd.'s insurance company subsidiaries
must comply with the respective insurance laws of the jurisdiction of domicile
of that insurance company, and of the other jurisdictions in which it is
licensed or authorized. These laws prescribe the kind, quality and concentration
of investments which may be made by insurance companies. In general, these laws
permit investments, within specified limits and subject to certain
qualifications, in federal, state and municipal obligations, corporate bonds,
preferred and common stock, real estate mortgages and real estate. These laws
generally penalize high concentrations of riskier types of assets and high
exposures to certain types of issuers.
Trenwick Group Ltd. invests in three types of structured securities:
collateralized mortgage obligations ("CMOs"), mortgage-backed securities not
backed by U.S. government agencies ("Non-agency MBS") and asset-backed
securities ("ABS"), each accounting for 2.9%, 6.9% and 8.8%, respectively, of
Trenwick Group Ltd.'s debt security investments at year end 2001.
CMOs consist of planned amortization classes ("PACs") which have been
constructed with a certain amount of call protection and CMOs that have lost
their PAC protection (sometimes called "broken" or "busted" PACs), due to actual
prepayments being significantly higher or lower than originally forecast. These
agency backed CMOs are not subject to credit risk, as all holdings are backed
indirectly or directly by the federal government or one of its agencies. The
material risk inherent to holding these CMOs is prepayment risk, which relates
to the timing of cash flows that result from amortization, whether it
accelerated, because of lower interest rates and is therefore higher than
expected prepayments, or decelerated, because of higher interest rates and is
therefore lower than expected prepayments. Changes in principal repayments could
negatively affect investment income due to the timing of the reinvested funds.
Non-agency MBSs are constructed primarily from the securitization of mortgages
on commercial or residential real estate and, lacking any agency backing, are
inherently subject to credit risk. They also have an element of prepayment risk
that is contingent on the structure of each security and its underlying
collateral.
The asset-backed securities owned by Trenwick Group Ltd. have primarily credit
card and home equity receivables as collateral and are subject also to credit
risk. These securities have less cash flow uncertainty than Non-agency MBS and
CMO issues because the issuer has the ability to add in new collateral should
the asset-backed security experience faster prepayments, or in the event of
default on the underlying collateral.
Trenwick Group Ltd. also invests in agency pass-through securities that account
for 15.5% of Trenwick Group Ltd.'s portfolio at December 31, 2001. As with CMOs,
these securities are subject to prepayment risk.
Of the structured securities and agency pass-through securities held by Trenwick
Group Ltd. at December 31, 2001, 99.0% have a rating of A or better from various
nationally recognized statistical rating organizations.
Trenwick Group Ltd. holds debt securities and cash in a number of currencies. At
year end 2001, approximately 79% and 16%, respectively, of Trenwick Group Ltd.'s
debt securities and cash were held in U.S. dollars and U.K. sterling, and the
remainder in eleven other currencies.
16
The tables below set forth the distribution of Trenwick Group Ltd.'s debt
securities at year end 2001 by type, average maturity and quality rating.
Debt Security Investments
(Amounts expressed in thousands of United States dollars)
Average
Maturity Fair
in Years Value Cost
------------- ------------ ------------
Type
U.S. and U.K. federal government
securities, including agencies 4.5 $ 443,683 $ 435,994
Other foreign government securities 2.5 79,369 77,693
U.S. municipal government securities 0.1 125 125
Mortgage and other asset-backed securities 3.7 670,279 652,908
Corporate and other debt securities 6.3 767,144 759,309
---------- ----------
Total debt securities 4.8 $1,960,600 $1,926,029
=== ========== ==========
Investment Grade Non-investment Grade
--------------- -- -------------- ------------- -- -------------
Quality Fair Value Cost Fair Value Cost
--------------- -------------- ------------- -------------
U.S. and U.K. federal government
securities, including agencies $ 443,683 $ 435,994 $ -- $ --
Other foreign government securities 79,369 77,693 -- --
U.S. municipal government securities 125 125 -- --
Mortgage and other asset-backed securities 669,149 651,774 1,130 1,134
Corporate and other debt securities 663,670 654,535 103,474 104,774
---------- ---------- -------- --------
Total investment grade and
non-investment grade debt securities $1,855,996 $1,820,121 $104,604 $105,908
========== ========== ======== ========
Percentage of total debt securities 94.7% 94.5% 5.3% 5.5%
========== ========== ======== ========
---------- ---------- -------- --------
Investment Grade Quality (fair value) Aaa Aa A Baa
---------- ---------- -------- --------
U.S. and U.K. federal government
securities, including agencies $ 443,683 $ -- $ -- $ --
Other foreign government securities 28,602 47,545 3,222 --
U.S. municipal government securities 125 -- -- --
Mortgage and other asset-backed securities 611,494 30,425 21,353 5,877
Corporate and other debt securities 154,054 138,056 242,637 128,923
---------- ---------- -------- --------
Total investment grade debt securities $1,237,958 $ 216,026 $267,212 $134,800
========== ========== ======== ========
Percentage of total debt securities 63.2% 11.0% 13.6% 6.9%
========== ========== ======== ========
---------- ---------- -------- --------
Non-investment Grade Quality (fair value) Ba B Caa/Ca Unrated
---------- ---------- -------- --------
Mortgage and other asset-backed securities $ -- $ -- $ -- $ 1,131
Corporate and other debt securities 102,251 0 1,096 127
---------- ---------- -------- --------
Total non-investment grade debt securities $ 102,251 $ 0 $ 1,096 $ 1,258
========== ========== ======== ========
Percentage of total debt securities 5.2% 0.0% 0.0% 0.1%
========== ========== ======== ========
17
Quality ratings are as assigned by Moody's Investor Services, Inc. for all
except certain mortgage-backed securities not backed by U.S. government agencies
and certain asset-backed securities. Quarterly ratings for these other
securities are as assigned by Fitch Investors Services, Standard and Poor's or
Duff and Phelps. Ratings are generally assigned upon the issuance of the
securities, subject to revision on the basis of majority evaluations
certificates of deposit of $140 with a Moody's rating of "P-1" have been
included with "Aaa" securities. Unrated securities are in default and have been
written-down from their original cost basis.
Regulation
Trenwick Group Ltd. and its insurance company subsidiaries are subject to
regulatory oversight under the insurance statutes and regulations of the
jurisdictions in which they conduct business, including all states of the United
States, Bermuda and the United Kingdom. These regulations vary from jurisdiction
to jurisdiction and are generally designed to protect ceding insurance companies
and policyholders by regulating Trenwick Group Ltd.'s financial integrity and
solvency in its business transactions and operations. Many of the insurance
statutes and regulations applicable to Trenwick Group Ltd.'s subsidiaries relate
to reporting and enable regulators to closely monitor Trenwick Group Ltd.'s
performance. Typical required reports include information concerning Trenwick
Group Ltd.'s capital structure, ownership, financial condition, and general
business operations.
United States
Trenwick Group Ltd.'s U.S. operations are subject to extensive regulation under
statutes that delegate regulatory, supervisory and administrative powers to
state insurance commissioners. The extent of regulation varies from state to
state, but generally has its source in statutes that delegate regulatory,
supervisory and administrative authority to a department of insurance in each
state. Among other things, state insurance commissioners regulate insurer
solvency standards, insurer licensing, authorized investments, premium rates,
restrictions on the size of risks that may be insured under a single policy,
loss and expense reserves and provisions for unearned premiums, deposits of
securities for the benefit of policyholders, policy form approval, and market
conduct regulation, including the use of credit information in underwriting and
other underwriting and claims practices. State insurance departments also
conduct periodic examinations of the affairs of insurance companies and require
the filing of annual and other reports relating to the financial condition of
companies and other matters. In general, regulated insurers must file all rates
for directly underwritten insurance with the insurance department of each state
in which they operate on an admitted basis; however, reinsurance generally is
not subject to rate regulation.
Trenwick Group Ltd.'s U.S. insurance subsidiaries are subject to guaranty fund
laws which can result in assessments, up to prescribed limits, for losses
incurred by policyholders as a result of the impairment or insolvency of
unaffiliated insurance companies. Typically, an insurance company is subject to
the guaranty fund laws of the states in which it conducts insurance business;
however, Trenwick Group Ltd.'s U.S. insurance subsidiaries that conduct business
on a surplus lines basis in a particular state are generally exempt from that
state's guaranty fund laws. Trenwick Group Ltd. does not expect the amount of
any such guaranty fund assessments to be paid by Trenwick Group Ltd., if any, in
2002 to be material.
Bermuda
LaSalle Re Limited and LaSalle Re Corporate Capital Ltd. are regulated by the
Bermuda Insurance Act 1978, which provides that no person shall carry on an
insurance business in or from within Bermuda unless registered as an insurer
under the Insurance Act by the Minister of Finance. Under the Insurance Act,
insurance business includes reinsurance business. The Minister of Finance, in
deciding whether to grant registration, has broad discretion to act as he thinks
fit in the public interest. The Minister of Finance is required by the Insurance
Act to determine whether the applicant is a fit and proper body to be engaged in
the insurance business and, in
18
particular, whether it has, or has available to it, adequate knowledge and
expertise. The registration of an applicant as an insurer is subject to its
complying with the terms of its registration and such other conditions as the
Minister of Finance may impose at any time.
The Insurance Act distinguishes between insurers carrying on long-term business
and insurers carrying on general business. There are four classifications of
insurers carrying on general business, with Class 4 insurers subject to the
strictest regulation. LaSalle Re Limited is registered as a Class 4 insurer in
Bermuda and is regulated as such under the Insurance Act.
The Insurance Act imposes on Bermuda insurance companies solvency, and liquidity
standards and auditing and reporting requirements and grants to the Minister of
Finance powers to supervise, investigate and intervene in the affairs of
insurance companies. Although LaSalle Re Corporate Capital Ltd. is governed by
the Insurance Act, it is exempted from complying with most of the filings
required to be made by insurance companies by section 57 of the Insurance Act.
United Kingdom
Trenwick International Limited is subject to the regulatory authority of the
United Kingdom Financial Services Authority. Both Chartwell Managing Agents
Limited and Trenwick Group Ltd.'s dedicated Lloyd's underwriting entities, as a
Lloyd's managing agent and Lloyd's corporate members, respectively, are subject
to regulation and supervision by the Council of Lloyd's. Lloyd's operates under
a self-regulatory regime under the Lloyd's Act 1982 and has the power to set,
interpret and change the rules which govern the operation of the Lloyd's market.
Lloyd's prescribes, in respect of its managing agents and corporate members,
certain minimum standards relating to their management and control, solvency and
various other requirements. In addition, Lloyd's imposes restrictions against
persons becoming controllers and major shareholders of managing agents and
corporate members without the consent of Lloyd's first having been obtained.
In 2000, the Financial Services and Markets Bill established the Financial
Services Authority as a single regulator to supervise securities, banking and
insurance business, including Lloyd's. In 2001, the Financial Services Authority
gained wider authorization and intervention powers in relation to Lloyd's as
part of the implementation of the Financial Services and Markets Act.
NAIC
The National Association of Insurance Commissioners, or NAIC, is an organization
which assists state insurance supervisory officials in the United States to
achieve insurance regulatory objectives, including the maintenance and
improvement of state regulation. From time to time various regulatory and
legislative changes have been proposed in the insurance industry, some of which
could have an effect on reinsurers. Among the proposals that have in the past
been or are at present being considered are the possible introduction of federal
regulation in addition to, or in lieu of, the current system of state regulation
of insurers, and proposals in various state legislatures (some of which
proposals have been enacted) to conform portions of their insurance laws and
regulations to various model acts adopted by the NAIC. Trenwick Group Ltd. is
unable to predict what effect, if any, these developments may have on its
operations and financial condition.
In March 1998, the NAIC adopted the Codification of Statutory Accounting
Principles, which is intended to standardize regulatory accounting and reporting
for the insurance industry. Codification provides guidance for areas where
statutory accounting has been silent and changes current statutory accounting in
some areas. However, statutory accounting principles will continue to be
established by individual state laws and permitted practices. Effective January
1, 2001, the states of Connecticut (domicile of Trenwick America Reinsurance
Corporation and Chartwell Insurance Company), and North Dakota (domicile of
Dakota Specialty Insurance Company) adopted codification. New York (domicile of
The Insurance Corporation of New York and ReCor
19
Insurance Company Inc.) adopted codification as well as certain prescribed
accounting practices that differ from codification. The cumulative effect of
adoption of the codification was an increase in aggregate statutory surplus of
approximately $14 million, primarily due to the recording of net deferred income
tax assets.
Risk Based Capital
The NAIC has adopted Risk-Based Capital, or RBC, requirements for property and
casualty insurance companies to evaluate the adequacy of statutory capital and
surplus in relation to investment and insurance risks such as asset quality,
asset and liability matching, loss reserve adequacy and other business factors.
The RBC formula is used by state insurance regulators as an early warning tool
to identify, for the purpose of initiating regulatory action, insurance
companies that potentially are inadequately capitalized. In addition, the
formula defines minimum capital standards that supplement the system of low
fixed minimum capital and surplus requirements on a state-by-state basis.
Regulatory compliance is determined by a ratio of the enterprise's regulatory
total adjusted capital to its authorized control level RBC, as defined by the
NAIC. Enterprises below specific trigger points or ratios are classified within
certain levels, each of which requires specific corrective action. The ratios of
total adjusted capital to authorized control level RBC for each of Trenwick
Group Ltd.'s United States insurance company subsidiaries exceeded all the RBC
trigger points at December 31, 2001, 2000 and 1999.
Holding Company Regulation
Trenwick Group Ltd. is subject to regulation under the insurance holding company
statutes of various states, including Connecticut, New York and North Dakota,
the domicile states of its U.S. insurance companies. The insurance holding
company laws and regulations vary from state to state, but generally require an
insurance holding company, and insurers and reinsurers that are subsidiaries of
an insurance holding company, to register with the state regulatory authorities
and to file with those authorities certain reports including information
concerning their capital structure, ownership, financial condition and general
business operations.
State laws also require prior notice or regulatory agency approval of direct or
indirect changes in control of an insurer, reinsurer or its holding company and
of certain significant intercorporate transfers of assets within the holding
company structure. An investor who acquires securities representing or
convertible into more than 10% of the voting power of the securities of Trenwick
Group Ltd. would become subject to at least some of such regulations and would
be subject to approval by the Connecticut, New York and North Dakota insurance
commissioners prior to acquiring such shares. Such investor would also be
required to file certain notices and reports with the insurance commissioners
prior to such acquisition.
Dividends
Because Trenwick Group Ltd.'s operations are conducted through its operating
subsidiaries, it is dependent upon the ability of its operating subsidiaries, to
transfer funds, principally in the form of cash dividends, tax reimbursements
and other statutorily permissible payments. In addition to general legal
restrictions on payments of dividends and other distributions to shareholders
applicable to all corporations, Trenwick Group Ltd.'s insurance subsidiaries are
subject to further regulations that, among other things, restrict the amount of
dividends and other distributions that may be paid to their parent corporations.
Under the applicable provisions of the insurance holding company laws of
Connecticut, the state of domicile of Trenwick America Reinsurance Corporation
and Chartwell Insurance Company, such companies may only pay dividends without
the approval of the applicable state insurance regulator, if such dividends,
together with other dividends paid within the preceding twelve months, are less
than the greater of (i) 10% of the insurer's policyholders' surplus as of the
end of the prior calendar year or (ii) the insurer's statutory net income,
excluding realized capital gains, for the prior calendar year. As a further
restriction, the maximum amount of
20
dividends most U.S. insurers may pay is limited to its earned surplus, also
known as its unassigned funds. Any dividend in excess of the amount determined
pursuant to the foregoing formula would be characterized as an "extraordinary
dividend" requiring the prior approval of the state insurance regulator. During
2001, the Connecticut Insurance Department approved Chartwell Insurance
Company's extraordinary dividend of all of the common shares of The Insurance
Corporation of New York to Canterbury Financial Group as part of a restructuring
of Trenwick Group Ltd.'s U.S. subsidiaries.
Under New York law, which is applicable to The Insurance Corporation of New York
and ReCor Insurance Company Inc. the maximum ordinary dividend payable in any
twelve month period without the approval of the New York Insurance Department is
the lesser of (i) 10% of policyholders surplus as shown on the company's last
annual statement or any more recent quarterly statement or (ii) the company's
adjusted net investment income. Adjusted net investment income is defined as net
investment income for the twelve months preceding the declaration of the
dividend plus the excess, if any, of net investment income over dividends
declared or distributed during the period commencing thirty-six months prior to
the declaration or distribution of the current dividend and ending twelve months
prior thereto. In any case, New York law permits the payment of an ordinary
dividend by an insurer or reinsurer only out of earned surplus.
In addition to the foregoing limitations, the New York Insurance Department, as
is its practice in any change of control situation, required Trenwick Group Ltd.
to commit to preclude the acquired New York-domiciled insurers, The Insurance
Corporation of New York and ReCor Insurance Company Inc., from paying any
dividends for two years after the Trenwick/Chartwell merger without prior
regulatory approval. The foregoing restriction expired on October 27, 2001.
Under the applicable provisions of the insurance holding company laws of North
Dakota, the state of domicile of Dakota Specialty Insurance Company, payment of
dividends in any year without prior regulatory approval is limited to the
greater of (i) 100% of statutory net income excluding realized capital gains for
the previous year, or (ii) 10% of the insurer's policyholder's surplus,
excluding surplus arising from unrealized appreciation on investments or other
assets.
Moreover, insurance holding company laws generally provide that, notwithstanding
the receipt of any dividend from a subsidiary insurer, an insurer may make
dividend payments to its parent only to the extent it is permitted to do so
under its applicable dividend restrictions. In other words, the ability of a
subsidiary insurer to pay dividends without restriction may be impaired if its
parent insurer cannot pay dividends without restriction.
The maximum dividend permitted by law may not be indicative of an insurer's
actual ability to pay dividends, which may be constrained by business and other
regulatory considerations, such as the impact of dividends on surplus, which
could affect an insurer's ratings or competitive position, the amount of
premiums that can be written and the ability to pay future dividends.
Furthermore, beyond the limits described in the preceding paragraph, insurance
regulatory authorities often have the discretion to limit the payment of
dividends by insurance companies domiciled in their jurisdictions.
As of December 31, 2001, Trenwick Group Ltd.'s U.S. insurance subsidiaries could
pay a dividend of $14.5 million without prior approval of the applicable
insurance regulatory authority. During 2001, 2000 and 1999, Trenwick America
Reinsurance Corporation paid cash dividends of $20.0 million, $19.3 million and
$53.4 million, respectively. Chartwell Insurance Company paid cash dividends of
$33.3 million in 2001 and $30.3 million in 1999. Chartwell Insurance Company did
not pay any dividends in 2000. The Insurance Corporation of New York paid $10.0
million of cash dividends in 2001; it did not pay any dividends in 2000 or 1999.
Trenwick Group Ltd.'s other U.S. insurance subsidiaries did not pay any
dividends in 2001, 2000 or 1999.
21
Under The Companies Act 1981 of Bermuda, LaSalle Re Holdings Limited, LaSalle Re
Limited and LaSalle Re Corporate Capital Ltd. are prohibited from declaring or
paying a dividend or making a distribution out of contributed surplus and
retained earnings if there are reasonable grounds for believing that (i) such
company is, or would offer the payment be, unable to pay its liabilities as they
come due or (ii) the realizable value of such company's assets would thereby be
less than the aggregate of its liabilities and shareholders' equity. In
addition, The Insurance Act 1978, as amended, the related regulations of Bermuda
(the Insurance Act) would prohibit the payment of a dividend by LaSalle Re
Limited or LaSalle Re Corporate Capital Ltd. if the payment of such dividend
would result in either company no longer meeting its minimum solvency margin or
minimum liquidity ratio. As a registered Class 4 insurer, LaSalle Re Limited is
required to maintain a minimum solvency margin equal to the greatest of (1) $100
million, (2) 50% of its net premiums written (without deducting more than 25% of
gross premiums written when computing net premiums written) and (3) 15% of its
loss and other certain insurance reserves. The minimum liquidity ratio requires
LaSalle Re Limited and LaSalle Re Corporate Capital Ltd. to maintain the value
of their respective relevant assets at not less than 75% of the amount of their
respective relevant liabilities.
Under the applicable laws of the United Kingdom, Trenwick Group Ltd.'s U.K.
subsidiaries may make shareholder distributions only from accumulated realized
profits, net of accumulated realized losses. In addition, under the U.K.
Insurance Companies Act, Trenwick International Limited is not permitted to make
any distribution that would reduce its net assets below the required minimum
margin of solvency which, as determined under the U.K. Financial Service
Authority's rules, is approximately $27.0 million as of December 31, 2001.
Trenwick International Limited must also notify the United Kingdom Financial
Services Authority of any proposal to declare or pay a dividend on any of its
share capital. Under Lloyd's regulations, Chartwell Managing Agents Limited is
not permitted to make any distribution that would cause its assets to fall below
any of Chartwell Managing Agents Limited's share capital, minimum net current
asset margin or minimum net asset margin. As of December 31, 2001, the highest
of the three tests required Chartwell Managing Agents Limited to maintain
approximately $1.0 million of capital.
Investment Limitations
Connecticut, New York and North Dakota laws and regulations govern the types and
amounts of investments which are permissible for Trenwick Group Ltd.'s United
States insurance subsidiaries. These rules are designated to ensure the safety
and liquidity of the insurers' investment portfolio. In general, these rules
permit insurers to purchase only investments which are interest bearing,
interest accruing, entitled to dividends or otherwise income earning and not
then in default in any respect, and insurers must be entitled to receive for its
exclusive account and benefit the interest or income accruing thereon. No
security or investment is eligible for purchase at a price above its fair value
or market value. In addition, these rules require investments by Trenwick Group
Ltd. to be diversified. The U.K. Financial Services Authority governs the types
and amounts of investments which are permissible for insurers in the United
Kingdom, including Trenwick International Limited. Likewise, Lloyd's regulations
govern the types and amounts of investments that are permissible for Chartwell
Managing Agents Limited to make with the assets of the Lloyd's syndicates that
it manages. These laws penalize high concentrations of riskier types of assets
and high exposures to certain types of issuers. Trenwick Group Ltd. believes
that it is in compliance with all material applicable investment laws.
U.S. Financial Services Reform
In 1999, new U.S. federal legislation was passed which implemented fundamental
changes in the regulation of the financial services industry in the United
States. The new law permits mergers that combine commercial banks, insurers and
securities firms under one holding company, a "financial holding company." Bank
holding companies and other entities that qualify and elect to be treated as a
financial holding company may engage in activities, and acquire companies
engaged in activities that are "financial" in nature or "incidental" or
22
"complementary" to such financial activities. These financial activities include
acting as principal, agent or broker in the underwriting and sale of life,
property, casualty and other forms of insurance and annuities.
Until the passage of this new legislation, the Bank Holding Company Act of 1956,
as amended, had restricted banks from being affiliated with insurers. The
ability of banks to affiliate with insurers may materially affect our U.S.
subsidiaries' product lines by substantially increasing the number, size and
financial strength of potential competitors.
United States Taxation
Under current Bermuda law, no income, withholding or capital gains taxes are
imposed upon Trenwick Group Ltd. and its Bermuda subsidiaries. Trenwick Group
Ltd. and its Bermuda subsidiaries have received an undertaking from the Minister
of Finance in Bermuda that, in the event of any taxes being imposed, Trenwick
Group Ltd. and its Bermuda subsidiaries will be exempt from taxation in Bermuda
until March 2016. Trenwick Group Ltd.'s U.S. subsidiaries carry on business in,
and are subject to taxation in the United States. Trenwick Group Ltd. and its
Bermuda subsidiaries believe that they have operated and will continue to
operate their business in a manner that will not cause its Bermuda subsidiaries
to generate income treated as effectively connected with the conduct of a trade
or business within the United States. On this basis, Trenwick Group Ltd. does
not expect that its Bermuda subsidiaries will be required to pay U.S. corporate
income taxes other than withholding taxes on certain investment income and
premium excise taxes. If Trenwick Group Ltd.'s Bermuda subsidiaries were subject
to U.S. income tax, there could be a material adverse effect on Trenwick Group
Ltd.'s financial condition, results of operations or cash flows.
Employees
At December 31, 2001, Trenwick Group Ltd. employed a total of 29, 143 and 257
persons in its Bermuda, United States and other international operations,
respectively. Trenwick Group Ltd. has no employees represented by a labor union
and believes that its employee relations are good.
Item 2. Properties
Trenwick Group Ltd.'s corporate headquarters and LaSalle Re Limited's operations
are located in approximately 10,000 square feet of leased office space in
Hamilton, Bermuda. Trenwick Group Ltd.'s United States operations are located in
approximately 46,000 total square feet of leased office space at Stamford,
Connecticut. Trenwick International Limited and Chartwell Managing Agents
Limited leases approximately 29,000 square feet of space in London, England and
Trenwick International Limited also leases 875 square feet of office space in
Paris, France. Management believes Trenwick Group Ltd.'s current office space is
adequate for its needs.
Item 3. Legal Proceedings
Trenwick Group Ltd. is party to various legal proceedings generally arising in
the normal course of its business. Trenwick Group Ltd. does not believe that the
eventual outcome of any such proceeding will have a material effect on its
financial condition or business. Trenwick Group Ltd.'s subsidiaries are
regularly engaged in the investigation and the defense of claims arising out of
the conduct of their business. Pursuant to Trenwick Group Ltd.'s insurance and
reinsurance arrangements, disputes are generally required to be finally settled
by arbitration.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of shareholders of Trenwick Group Ltd.
during the fourth quarter of 2001.
23
PART II
Item 5. Market for Corporation's Common Stock and Related Stockholder Matters
As of September 28, 2000, Trenwick Group Ltd. common shares commenced trading on
the New York Stock Exchange under the ticker symbol TWK. Prior to such date,
LaSalle Re Holdings Limited traded on the New York Stock Exchange under the
ticker symbol LSH. The following table sets forth for the periods presented
below, the high and low sales price of the LaSalle Re Holdings Limited common
shares as reported by the New York Stock Exchange through September 27, 2000 and
of Trenwick Group Ltd. as reported by the New York Stock Exchange from September
28, 2000 through December 31, 2000. On March 14, 2002, the last reported sales
price of Trenwick Group Ltd. common shares on the New York Stock Exchange was
$8.70 per share.
High Low
2001 Year
Quarter ended March 31, 2001 $25.60 $18.25
Quarter ended June 30, 2001 $23.69 $18.34
Quarter ended September 30, 2001 $23.16 $5.50
Quarter ended December 31, 2001 $11.05 $6.50
2000 Year
Quarter ended March 31, 2000 $16.38 $11.31
Quarter ended June 30, 2000 $15.50 $12.25
Quarter ended September 30, 2000 $19.44 $13.69
Quarter ended December 31, 2000 $27.13 $14.75
There were approximately 250 holders of record and in excess of 6,900 beneficial
owners of Trenwick Group Ltd. common shares as of March 14, 2001.
Trenwick Group Ltd. paid a quarterly dividend of $.04 per common share in each
calendar quarter of 2001 and the fourth quarter of 2000. LaSalle Re Holdings
Limited paid dividends on its common shares of $0.38 per share in each of
January, April and July 1999. LaSalle Re Holdings Limited did not pay any
dividends on its common shares in 2000. LaSalle Re Holdings Limited paid a
quarterly dividend of $0.55 per share on its Series A preferred shares in each
of the four quarters of 2001 and the first three quarters of 2000. Trenwick
Group Inc. paid a quarterly dividend of $0.26 per share of common stock in the
first three quarters of 2000 and in each quarter of 1999. Trenwick Group Ltd.'s
Board of Directors reviews Trenwick Group Ltd.'s common share dividend each
quarter. Among the factors considered by the Board of Directors in determining
the amount of each dividend are the results of operations and the capital
requirements, growth and other characteristics of its businesses. The
declaration and payment of future dividends is also subject to certain legal,
regulatory and other restrictions. For a description of restrictions on Trenwick
Group Ltd.'s ability to pay dividends, reference is made to Item 1, Business -
Regulation.
Item 6. Selected Financial Data
The information called for by this item can be found in Trenwick Group Ltd.'s
2001 Annual Report to Shareholders under the captions "Five Year Summary" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and is incorporated herein by reference.
24
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information called for by this item can be found in Trenwick Group Ltd.'s
2001 Annual Report to Shareholders under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and is
incorporated herein by reference.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
This information called for by this item can be found in Trenwick Group Ltd.'s
2001 Annual Report to Shareholders under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The information called for by this item can be found in Trenwick Group Ltd.'s
2001 Annual Report to Shareholders immediately following the section captioned
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and to the items included in Item 14(a) of this report, and is
incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers
The information called for by Item 10 is incorporated herein by reference to the
sections captioned "Board of Directors", "Management", and "Executive
Compensation" of Trenwick Group Ltd.'s proxy statement for its 2002 Annual
General Meeting of Shareholders.
Item 11. Executive Compensation
The information called for by Item 11 is incorporated herein by reference to the
section captioned "Executive Compensation" of Trenwick Group Ltd.'s proxy
statement for its 2002 Annual General Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information called for by Item 12 is incorporated herein by reference to the
section captioned "Principal Shareholders" of Trenwick Group Ltd.'s proxy
statement for its 2002 Annual General Meeting of Shareholders.
Item 13. Certain Relationships and Related Transactions
The information called for by Item 13 is incorporated herein by reference to the
section captioned "Election of Directors" of Trenwick Group Ltd.'s proxy
statement for its 2002 Annual General Meeting of Shareholders.
25
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
1. Financial statements from Trenwick Group Ltd.'s 2001 Annual Report
to shareholders which are incorporated herein by reference:
Report of Independent Accountants - PricewaterhouseCoopers LLP
(Exhibit 13.1).
Report of Independent Accountants - Deloitte & Touche (Page F-1
attached hereto).
Consolidated Balance Sheet at December 31, 2001 and December 31,
2000 (Exhibit 13.1).
Consolidated Statement of Operations and Comprehensive Income for
the years ended December 31, 2001 and 2000, the three month period
ended December 31, 1999 and the year ended September 30, 1999
(Exhibit 13.1).
Consolidated Statement of Cash Flows for the years ended December
31, 2001 and 2000, the three month period ended December 31, 1999
and the year ended September 30, 1999 (Exhibit 13.1).
Consolidated Statement of Changes in Shareholders' Equity for the
years ended December 31, 2001 and 2000, the three month period ended
December 31, 1999 and the year ended September 30, 1999 (Exhibit
13.1).
Notes to Consolidated Financial Statements (Exhibit 13.1).
2. Financial statement schedules required to be filed by Item 8 of this
Form:
Schedule
Page Number
---- ------
S-1 Report of Independent Accountants on Financial
Statement Schedules - PricewaterhouseCoopers LLP.
Exhibit 23.2 Report of Independent Accountants on Financial
Statement Schedules - Deloitte & Touche.
S-2 II Condensed Financial Information of Registrant.
S-5 III Supplementary Insurance Information.
S-7 V Valuation and Qualifying Accounts.
3. Exhibits
3.1 Memorandum of Association. Incorporated by reference to
Exhibit 3.1 to Trenwick Group Ltd.'s Registration Statement on
Form S-4 (File No. 333-44290).
26
3.2 Bye-Laws. Incorporated by reference to Exhibit 3.3 to Trenwick
Group Ltd.'s Registration Statement on Form S-4 (File No.
333-44290).
3.3 Certificate of Incorporation of Gowin Holdings International
Limited, dated December 14, 1999. Incorporated by reference to
Exhibit 3.2(a) to Trenwick Group Ltd.'s Registration Statement
on Form S-4. (File No. 333-44290).
3.4 Certificate of Incorporation on Change of Name from Gowin
Holdings International Limited to Trenwick Group Ltd., dated
as of March 27, 2000. Incorporated by reference to Exhibit
3.2(b) to Trenwick Group Ltd.'s Registration Statement on Form
S-4 (File No. 333-44290).
4.1 Specimen Share Certificate. Incorporated by reference to
Exhibit 4.2 to Trenwick Group Ltd.'s Registration Statement on
Form S-4. (File No. 333-44290)
4.2 Rights Agreement, dated as of September 27, 2000, between
Trenwick Group Ltd. and First Chicago Trust Company of New
York including, as Exhibit A thereto, a form of Rights
Certificate. Incorporated by reference to Exhibit 4.2 to
Trenwick Group Ltd.'s Form 8-A filed October 2, 2000. (File
No. 1-15389).
4.3 (a) Indenture dated as of January 31, 1997, between The
Chase Manhattan Bank and Trenwick Group Inc.
Incorporated by reference to Exhibit 4.2(a) to Trenwick
Group Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1996 (File No. 0-14737).
(b) Amended and Restated Declaration of Trust of Trenwick
Capital Trust I dated as of January 31, 1997.
Incorporated by reference to Exhibit 4.2(b) to Trenwick
Group Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1996 (File No. 0-14737).
(c) Exchange Capital Securities Guarantee Agreement dated as
of July 25, 1997, between Trenwick Group Inc. and The
Chase Manhattan Bank, as Trustee. Incorporated by
reference to Exhibit 4.7 to Trenwick Group Inc.'s
Registration Statement on Form S-4 (File No. 333-28707).
4.4 First Supplemental Indenture, dated as of September 27, 2000,
among Trenwick Group Inc., Trenwick America Corporation and
The Chase Manhattan Bank, as Trustee, with respect to the
8.82% Junior Subordinated Deferrable Interest Debentures.
Incorporated by reference to Exhibit 4.2 to Trenwick America
Corporation's Current Report on Form 8-K, filed on November
16, 2000 (File No. 0-31967).
4.5 Indenture dated as of March 27, 1998 between Trenwick Group
Inc. and The First National Bank of Chicago, as Trustee, with
respect to Trenwick Group Inc.'s $75 million principal amount
of 6.7% Senior Notes due April 1, 2003. Incorporated by
reference to Exhibit 4.2 to Trenwick Group Inc.'s Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998 (File
No. 1-15389).
4.6 First Supplemental Indenture, dated as of September 27, 2000,
among Trenwick Group Inc., Trenwick America Corporation, and
Bank One Trust Company, N.A., as successor to First National
Bank of Chicago, as Trustee, with respect to the $75 million
principal amount of 6.7% Senior Notes due April 1, 2003.
Incorporated by reference to Exhibit 4.4 to Trenwick America
Corporation's Current Report on Form 8-K, filed on November
16, 2000 (File No. 0-31967).
27
4.7 Indenture, dated as of December 1, 1995, between Chartwell Re
Corporation, as the successor to Piedmont Management Company
Inc., and Fleet Bank, as Trustee, for the Contingent Interest
Notes due June 30, 2006. Incorporated by reference to Exhibit
4.5 to Chartwell Re Corporation's Registration Statement on
Form S-1 (File No. 333-678).
4.8 First Supplemental Indenture, dated as of December 13, 1995,
among Piedmont Management Company, Chartwell Re Corporation
and Fleet Bank, as Trustee under the Contingent Interest Notes
due June 30, 2006. Incorporated by reference to Exhibit 4.6 to
Chartwell Re Corporation's Registration Statement on Form S-1
(File No. 333-678).
4.9 Second Supplemental Indenture, dated as of October 27, 1999,
among Chartwell Re Corporation, Trenwick Group Inc. and State
Street Bank and Trust Company, as successor to Fleet Bank, as
Trustee, with respect to the Contingent Interest Notes due
June 30, 2006. Incorporated by reference to Exhibit 4.7 to
Trenwick America Corporation's Current Report on Form 8-K,
filed on November 16, 2000 (File No. 0-31967).
4.10 Third Supplemental Indenture, dated as of September 27, 2000,
among Trenwick Group Inc., Trenwick America Corporation and
State Street Bank and Trust Company, as successor to Fleet
Bank, as Trustee under the contingent Interest Notes due June
30, 2006. Incorporated by reference to Exhibit 4.8 to Trenwick
America Corporation's Current Report on Form 8-K, filed on
November 16, 2000 (File No. 0-31967).
10.1 Amended and Restated Credit Agreement, dated as of November
24, 1999 and Amended and Restated as of September 27, 2000,
among Trenwick America Corporation, Trenwick Holdings Limited,
various lending institutions, First Union National Bank, as
Syndication Agent, Fleet National Bank, as Documentation
Agent, and Chase Manhattan Bank, as Administrative Agent.
Incorporated by reference to Exhibit 10.1 to Trenwick Group
Ltd.'s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000 (File No. 1-16089).
10.2 First Amendment and Waiver to the Credit Agreement, dated as
of June 13, 2001, among Trenwick America Corporation, Trenwick
Holdings Limited, the lending institutions from time to time
party thereto, First Union National Bank, as Syndication
Agent, Fleet National Bank, as Documentation Agent, and The
Chase Manhattan Bank, as Administrative Agent. Incorporated by
reference to Exhibit 10.1 to Trenwick Group Ltd.'s First
Amendment to Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001, filed on January 11, 2002 (File No.
0-31967).
10.3 First Amendment to the Holdings Guaranty, dated as of June 13,
2001, among Trenwick Group Ltd. and the lending institutions
from time to time party to the Credit Agreement. Incorporated
by reference to Exhibit 10.2 to Trenwick Group Ltd.'s First
Amendment to Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001, filed on January 11, 2002 (File No.
0-31967).
10.4 Second Amendment and Waiver to the Credit Agreement, dated as
of November 13, 2001, among Trenwick America Corporation,
Trenwick Holdings Limited, the lending institutions from time
to time party thereto, First Union National Bank, as
Syndication Agent, Fleet National Bank, as Documentation
Agent, and JP Morgan Chase Bank, as Administrative Agent.
Incorporated by reference to Exhibit 10.3 to Trenwick Group
Ltd.'s First Amendment to Quarterly Report on Form 10-Q for
the quarter ended September 30, 2001, filed on January 11,
2002 (File No. 0-31967).
28
10.5 Second Amendment to the Holdings Guaranty, dated as of
November 13, 2001, among Trenwick Group Ltd. and the lending
institutions from time to time party to the Credit Agreement.
Incorporated by reference to Exhibit 10.4 to Trenwick Group
Ltd.'s First Amendment to Quarterly Report on Form 10-Q for
the quarter ended September 30, 2001, filed on January 11,
2002 (File No. 0-31967).
10.6 Amended and Restated Catastrophe Equity Securities Issuance
Option Agreement, dated as of January 1, 2001, between
Trenwick Group Ltd. and European Reinsurance Company of
Zurich.
10.7 Amendment No. 1 to Amended and Restated Catastrophe Equity
Securities Issuance Option Agreement, dated as of January 25,
2002, between Trenwick Group Ltd. and European Reinsurance
Company of Zurich.
10.8 Common Stock Purchase Warrant, dated March 6, 1992, issued by
Chartwell Re Corporation to Wand Partners (Chartwell) L.P.
Incorporated by reference to Exhibit 10.34 to Chartwell Re
Corporation's Registration Statement on Form S-1 (File No.
33-75386).
10.9 Common Stock Purchase Warrant, dated December 31, 1992, issued
by Chartwell to Wand Partners (Chartwell) L.P. Incorporated by
reference as Exhibit 10.35 to Chartwell Re Corporation's
Registration Statement on Form S-1 (File No. 33-75386).
10.10 Common Stock Purchase Warrant, dated December 31, 1992, issued
by Chartwell to John Sagan. Incorporated by reference to
Exhibit 10.36 to Chartwell Re Corporation's Registration
Statement on Form S-1 (File No. 33-75386).
10.11 Trenwick Group Inc. 1989 Stock Plan, as amended. Incorporated
by reference to Exhibit 99.1 to Trenwick Group Ltd.'s
Registration Statement on Form S-8 (File No. 333-47690).*
10.12 Trenwick Group Inc. 1993 Non-Employee Directors Stock Option
Plan, as amended. Incorporated by reference to Exhibit 99.2 to
Trenwick Group Ltd.'s Registration Statement on Form S-8 (File
No. 333-47690).*
10.13 Trenwick Group Inc. 1993 Stock Option Plan, as amended.
Incorporated by reference to Exhibit 99.3 to Trenwick Group
Ltd.'s Registration Statement on Form S-8 (File No.
333-47690).*
10.14 Trenwick Group Inc. 1996 RB Stock Option Plan, as amended.
Incorporated by reference to Exhibit 99.4 to Trenwick Group
Ltd.'s Registration Statement on Form S-8 (File No.
333-47690).*
10.15 Chartwell Re Corporation 1996 Non-Employee Directors Stock
Option Plan, as amended. Incorporated by reference to Exhibit
99.6 to Trenwick Group Ltd.'s Registration Statement on Form
S-8 (File No. 333-47690).*
10.16 Chartwell Re Corporation 1997 Omnibus Stock Incentive Plan, as
amended. Incorporated by reference to Exhibit 99.7 to Trenwick
Group Ltd.'s Registration Statement on Form S-8 (File No.
333-47690).
10.17 LaSalle Re Holdings Limited 1996 Long-Term Incentive Plan, as
amended. Incorporated by reference to Exhibit 99.8 to Trenwick
Group Ltd.'s Registration Statement on Form S-8 (File No.
333-47690).
29
10.18 Trenwick Unfunded Supplemental Executive Retirement Plan, as
amended through December 14, 1993. Incorporated by reference
to Exhibit 10.14 to Trenwick Group Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1994 (File No.
0-14737).*
10.19 Leased Automobile Policy for executive officers. Incorporated
by reference to Exhibit 10.5 to Trenwick Group Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1998.
(File No. 1-15389).*
10.20 Description of life insurance and long-term disability
insurance coverage for executive officers. Incorporated by
reference to Exhibit 10.16 to Trenwick Group Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1994 (File
No. 0-14737).*
10.21 Trenwick Directors Deferred Compensation Plan. Incorporated by
reference to Exhibit 10.17 to Trenwick Group Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1994 (File
No. 0-14737).*
10.22 Declaration of Trust dated December 10, 1996, as amended
through September 9, 1997, establishing a retirement plan for
certain employees of Trenwick Management Services Limited.
Incorporated by reference to Exhibit 10.9 to Trenwick Group
Inc.'s Annual Report on Form 10-K for the year ended December
31, 1998. (File No. 1-15389).*
10.23 Employment Agreement, dated as of March 31, 1993, between
Chartwell Re Corporation and Steven J. Bensinger. Incorporated
by reference to Exhibit 10.20 to Chartwell Re Corporation's
Registration Statement on Form S-1 (File No. 33-75386).*
10.24 Fourth Amendment to the Employment Agreement, dated as of
December 31, 1997, between Chartwell Re Corporation and Steven
J. Bensinger. Incorporated by reference to Exhibit 10.34 to
Chartwell Re Corporation's Annual Report on Form 10-K for the
year ended December 31, 1997 (File No. 1-12502).*
10.25 Fifth Amendment to the Employment Agreement, dated as of
August 4, 1998, between Chartwell Re Corporation and Steven J.
Bensinger. Incorporated by reference to Exhibit 10.23 to
Chartwell Re Corporation's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 1-12502).*
10.26 Sixth Amendment to the Employment Agreement, dated as of
December 30, 1998, between Chartwell Re Corporation and Steven
J. Bensinger. Incorporated by reference to Exhibit 10.26 to
Chartwell Re Corporation's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 1-12502).*
10.27 Employment Assumption and Amendment Agreement, dated as of
October 25, 1999, between Trenwick Group Inc. and Steven J.
Bensinger. Incorporated by reference to Exhibit 10.25 to
Trenwick Group Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1999 (File No. 1-15389).*
10.28 Employment Termination Agreement, dated as of December 12,
2001, between Trenwick Group Ltd. and Steven J. Bensinger.*
10.29 Employment Agreement, dated May 11, 2001, between Trenwick
Group Ltd. and James F. Billett, Jr. Incorporated by reference
to Exhibit 10.1 to Trenwick Group Ltd.'s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001 (File No.
1-16089).*
30
10.30 Form of Amended and Restated Change of Control Agreement,
dated September 26, 2000, between Trenwick Group Inc. and
senior officers of Trenwick Group Inc. and Trenwick America
Corporation. Incorporated by reference to Exhibit 10.15 to
Trenwick Group Ltd.'s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000 (File No. 1-16089).*
10.31 Form of Assumption Letter, dated September 27, 2000, by
Trenwick Group Ltd. assuming the obligations of Trenwick Group
Inc. under the Change of Control Agreements. Incorporated by
reference to Exhibit 10.16 to Trenwick Group Ltd.'s Quarterly
Report on Form 10-Q for the Quarter ended September 30, 2000
(File No. 1-16089).
10.32 Office lease between Trenwick America Corporation and
EOP-Canterbury Green, L.L.C. dated as of January 29, 1998,
with respect to office space in Stamford, Connecticut.
Incorporated by reference to Exhibit 10.16 to Trenwick Group
Inc.'s Annual Report on Form 10-K for the year ended December
31, 1997 (File No. 1-15389).
10.33 First Amendment dated as of March 31, 1998, to office lease
between Trenwick America Corporation and EOP-Canterbury Green
L.L.C. dated January 29, 1998. Incorporated by reference to
Exhibit 10.11 to Trenwick Group Inc.'s Annual Report on Form
10-K for the year ended December 31, 1998 (File No. 1-15389).
10.34 Lease of the premises located at 2 Minster Court, London,
England, by and between Chartwell UK Management Services
Limited (as Tenant) and The Prudential Assurance Company
Limited (as Landlord). Incorporated by reference to Exhibit
10.32 to Trenwick Group Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1999 (File No. 1-15389).
10.35 Underlease between Wereldhave Property Corporation PLC and
predecessors of Trenwick Management Services Limited dated May
22, 1991, with respect to office space located at 16
Eastcheap, London, England. Incorporated by reference to
Exhibit 10.12 to Trenwick Group Inc.'s Annual Report on Form
10-K for the year ended December 31, 1998 (File No. 1-15389).
10.36 Coinsured Aggregate Excess of Loss Reinsurance Agreement
between Trenwick America Reinsurance Corporation and Centre
Reinsurance Company of New York. Incorporated by reference to
Exhibit 10.28 to Trenwick Group Inc.'s Annual Report on Form
10-K for the year ended December 31, 1994 (File No. 0-14737).
10.37 Aggregate Excess of Loss Ratio Cover between Trenwick America
Reinsurance Corporation and Continental Casualty Company.
Incorporated by reference to Exhibit 10.22 to Trenwick Group
Inc.'s Annual Report on Form 10-K for the year ended December
31, 1995 (File No. 0-14737).
10.38 1996 Coinsured Aggregate Excess of Loss Reinsurance Agreement
between Trenwick America Reinsurance Corporation and Centre
Reinsurance Company of New York and CNA Re. Incorporated by
reference to Exhibit 10.33 to Trenwick Group Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1996 (File
No. 0-14737).
10.39 First and Second Coinsured Aggregate Excess of Loss
Reinsurance Agreement between Trenwick America Reinsurance
Corporation and Centre Reinsurance Company of New York and CNA
Re. Incorporated by reference to Exhibit 10.31 to Trenwick
Group Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-15389).
31
10.40 1998 Coinsured Aggregate Excess of Loss Reinsurance Agreement
between Trenwick America Reinsurance Corporation and Centre
Reinsurance Company of New York and National Union.
Incorporated by reference to Exhibit 10.27 to Trenwick Group
Inc.'s Annual Report on Form 10-K for the year ended December
31, 1998 (File No. 1-15389).
10.41 1999 Coinsured Aggregate Excess of Loss Reinsurance Agreement
between Trenwick America Reinsurance Corporation and Centre
Insurance Company and National Union. Incorporated by
reference to Exhibit 10.39 to Trenwick Group Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1999 (File
No. 1-15389).
10.42 Aggregate Excess of Loss Reinsurance Agreement, dated as of
October 27, 1999, by and between Chartwell Reinsurance
Company, Dakota Specialty Insurance Company, The Insurance
Corporation of New York and Drayton Company Limited, inclusive
of corporate capital support of London underwriting
operations, and London Life and Casualty Reinsurance
Corporation and Scandinavian Reinsurance Company, Ltd.
Incorporated by reference to Exhibit 10.40 to Trenwick Group
Inc.'s Annual Report on Form 10-K for the year ended December
31, 1999 (File No. 1-15389).
10.43 Quota Share Arrangement, dated as of April 1, 1999, between
LaSalle Re Limited and Continental Casualty Company.
Incorporated by reference to Exhibit 10.2 to LaSalle Re
Holdings Limited's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1999 (File No. 1-12823).
10.44 Quota Share Treaty between CNA International Reinsurance
Company Limited and LaSalle Re Limited in respect of 1999
underwriting year of account (London office). Incorporated by
reference to Exhibit 10.32 to LaSalle Re Holdings Limited's
Annual Report on Form 10-K for the fiscal year ended September
30, 1999 (File No. 1-12823).
10.45 Quota Share Treaty between CNA International Reinsurance
Company Limited and LaSalle Re Limited in respect of 1999
underwriting year of account (Amsterdam office). Incorporated
by reference to Exhibit 10.38 to LaSalle Re Holdings Limited's
Annual Report on Form 10-K for the fiscal year ended September
30, 1999 (File No. 1-12823).
10.46 LMX Quota Share Retrocessional Agreement between Continental
Casualty Company and LaSalle Re Limited for the 1999
underwriting year of account. Incorporated by reference to
Exhibit 10.43 to LaSalle Re Holdings Limited's Annual Report
on Form 10-K for the fiscal year ended September 30, 1999
(File No. 1-12823)
12.1 Computation of Ratios.
13.1 Excerpts from Trenwick Group Ltd.'s 2001 Annual Report to
Shareholders expressly incorporated by reference in this
Annual Report on Form 10-K.
21.1 List of Subsidiaries.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Deloitte & Touche.
*Management contract or compensatory plan or arrangement.
32
(b) Reports on Form 8-K
Trenwick Group Ltd. did not file any Current Reports on Form 8-K in
the fourth quarter of 2001.
33
SIGNATURES
Pursuant to the Requirements of Section 13 or 15(d) of Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
TRENWICK GROUP LTD.
(Registrant)
By /s/ James F. Billett, Jr.
-------------------------
James F. Billett, Jr.
Chairman, President and
Chief Executive Officer
Dated: March 18, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/James F. Billett, Jr. Chairman of the Board, March 18, 2002
- ---------------------------- President and Chief
James F. Billett, Jr. Executive Officer and
Director (Principal
Executive Officer)
/s/Coleman D. Ross Executive Vice President March 18, 2002
------------------------- and Chief Financial Officer
Coleman D. Ross
/s/W. Marston Becker Director March 18, 2002
- ------------------------
W. Marston Becker
/s/Anthony S. Brown Director March 18, 2002
- ---------------------------
Anthony S. Brown
/s/Richard E. Cole Director March 18, 2002
- ----------------------------
Richard E. Cole
/s/Robert M. DeMichele Director March 18, 2002
- -------------------------
Robert M. De Michele
34
/s/Robert V. Deutsch Director March 18, 2002
- -----------------------
Robert V. Deutsch
/s/Neil Dunn Director March 18, 2002
- ----------------------------
Neil Dunn
/s/Clement S. Dwyer, Jr. Director March 18, 2002
- -------------------------
Clement S. Dwyer, Jr.
/s/P. Anthony Jacobs Director March 18, 2002
- ---------------------------
P. Anthony Jacobs
/s/Joseph D. Sargent Director March 18, 2002
- ----------------------------
Joseph D. Sargent
/s/Frederick D. Watkins Director March 18, 2002
- -------------------------
Frederick D. Watkins
/s/Stephen R. Wilcox Director March 18, 2002
- ----------------------------
Stephen R. Wilcox
35
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
and Shareholders of
Trenwick Group Ltd.
We have audited the consolidated balance sheet of LaSalle Re Holdings Limited
and subsidiaries (predecessor of Trenwick Group Ltd.) as of December 31, 1999
(not presented separately herein), and the related accompanying consolidated
statements of operations and comprehensive income, changes in shareholders'
equity and cash flows for the period from October 1, 1999 to December 31, 1999
and for the year ended September 30, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based upon our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of LaSalle Re Holdings Limited and
subsidiaries (predecessor of Trenwick Group Ltd.) as of December 31, 1999 and
the results of its operations and its cash flows for the three month period and
the year ended December 31, 1999 and September 30, 1999, respectively, in
conformity with accounting principles generally accepted in the United States of
America.
Deloitte & Touche
Hamilton, Bermuda
F-1
Report of Independent Accountants on
Financial Statement Schedules
To the Board of Directors and
Shareholders of Trenwick Group Ltd.:
Our audits of the consolidated financial statements referred to in our report
dated February 27, 2002 appearing in the 2001 Annual Report to Shareholders of
Trenwick Group Ltd. (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedules listed in Item 14(a)(2) of this Form
10-K. In our opinion, these financial statement schedules present fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
PricewaterhouseCoopers LLP
New York, New York
February 27, 2002
S-1
TRENWICK GROUP LTD. AND SUBSIDIARIES
SCHEDULE II-CONDENSED FINANCIAL INFORMATION OF REGISTRANT
TRENWICK GROUP LTD.
(Parent Company Only)
BALANCE SHEET
(Amounts expressed in thousands of United States dollars)
December 31, 2001 and 2000
Assets: 2001 2000
-------- --------
Investments in consolidated subsidiaries,
after minority interest of $143,119 and $151,770 $542,855 $704,231
Cash and cash equivalents 634 255
Due from consolidated subsidiaries 51,183 26,724
Other assets 9,316 6,839
-------- --------
Total assets $603,988 $738,049
======== ========
Liabilities:
Due to consolidated subsidiaries $100,976 $ 84,134
Other liabilities 4,686 1,728
-------- --------
Total liabilities 105,662 85,862
Shareholders' equity 498,326 652,187
-------- --------
Total liabilities and shareholders' equity $603,988 $738,049
======== ========
S-2
TRENWICK GROUP LTD. AND SUBSIDIARIES
SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT-(continued)
TRENWICK GROUP LTD.
(Parent Company Only)
STATEMENT OF OPERATIONS
(Amounts expressed in thousands of United States dollars)
Years Ended December 31, 2001 and 2000,
Three Month Period Ended December 31, 1999
and Year Ended September 30, 1999
2001 2000 1999 1999
Year Year Period Year
--------- --------- --------- ---------
Revenues:
Consolidated subsidiary dividends $ 7,500 $1,500 $ 1,641 $ 24,106
Other income 1,789 -- 2,100 2,505
--------- ------ -------- --------
Total revenues 9,289 1,500 3,741 26,611
Expenses:
Interest expense on affiliate loan 4,688 -- -- --
General and administrative expenses 16,054 675 2,100 2,505
--------- ------ -------- --------
Total expenses 20,742 675 2,100 2,505
Income (loss) before equity in undistributed
income of unconsolidated subsidiaries (11,453) 825 1,641 24,106
--------- ------ -------- --------
Equity in undistributed income (loss) of
consolidated subsidiaries (143,368) 8,626 (16,482) (26,940)
--------- ------ -------- --------
Income taxes (benefit) (424) $9,451 $(14,841) $ (2,834)
--------- ------ -------- --------
Net income (loss) (154,821) -- -- --
--------- ------ -------- --------
Dividends on preferred shares -- 4,923 1,641 6,563
--------- ------ -------- --------
Net income (loss) available to
common shareholders $(154,397) $4,528 $(16,482) $ (9,397)
========= ====== ======== ========
S-3
TRENWICK GROUP LTD. AND SUBSIDIARIES
SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT-(continued)
TRENWICK GROUP LTD.
(Parent Company Only)
STATEMENT OF CASH FLOWS
(Amounts expressed in thousands of United States dollars)
Years Ended December 31, 2001 and 2000
2001 2000
-------- --------
Operating activities:
Dividends received $ 7,500 $ 1,500
Net investment income received 71 --
Operating expenses paid (13,457) (22)
-------- --------
Cash from operating activities (5,886) 1,478
-------- --------
Investing activities:
Acquisition of cash on business combination -- 215
Additions to premises and equipment (520) --
Investment in subsidiaries (270) (75,000)
-------- --------
Cash for investing activities (790) (74,785)
-------- --------
Financing activities:
Issuance of common stock 418 30
Common share dividends paid (5,918) (1,468)
Affiliate loans 12,555 75,000
-------- --------
Cash from financing activities 7,055 73,562
-------- --------
Change in cash and cash equivalents 379 255
Cash and cash equivalents, beginning of year 255 --
-------- --------
Cash and cash equivalents, end of year $ 634 $ 255
======== ========
S-4
TRENWICK GROUP LTD. AND SUBSIDIARIES
SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
TRENWICK GROUP LTD.
(Amounts expressed in thousands of United States dollars)
Years Ended December 31, 2001 and 2000
2001 2000
---------- ----------
Deferred policy acquisition costs
Worldwide property catastrophe reinsurance $ 4,438 $ 4,309
U.S. treaty reinsurance 36,039 30,347
International specialty insurance and reinsurance 28,416 25,339
Lloyd's syndicates continuing 37,228 32,278
Lloyd's syndicates and ECRA Pool unoff 385 2,230
U.S. specialty program insurance 9,364 5,920
---------- ----------
Total $ 115,870 $ 100,423
========== ==========
Unpaid claims and claim expenses
Worldwide property catastrophe reinsurance $ 238,402 $ 139,660
U.S. treaty reinsurance 1,109,219 1,198,949
International specialty insurance and reinsurance 277,040 194,777
Lloyd's syndicates continuing 1,046,131 536,630
Lloyd's syndicates and ECRA Pool runoff 128,372 168,949
U.S. specialty program insurance 233,584 169,961
---------- ----------
Total $3,032,748 $2,408,926
========== ==========
Unearned premium income
Worldwide property catastrophe reinsurance $ 32,462 $ 23,393
U.S. treaty reinsurance 112,085 92,224
International specialty insurance and reinsurance 138,754 128,753
Lloyd's syndicates continuing 200,836 155,867
Lloyd's syndicates and ECRA Pool runoff 1,233 11,151
U.S. specialty program insurance 126,920 84,950
---------- ----------
Total $ 612,290 $ 496,338
========== ==========
Net premiums earned
Worldwide property catastrophe reinsurance $ 83,898 $ 85,659
U.S. treaty reinsurance 288,760 87,721
International specialty insurance and reinsurance 180,791 37,667
Lloyd's syndicates continuing 245,973 66,736
Lloyd's syndicates and ECRA Pool runoff 9,435 12,763
U.S. specialty program insurance 80,649 12,203
---------- ----------
Total $ 889,506 $ 302,749
========== ==========
Net investment income
Worldwide property catastrophe reinsurance $ 30,014 $ 35,667
U.S. treaty reinsurance 49,868 12,139
International specialty insurance and reinsurance 11,713 2,654
Lloyd's syndicates continuing 19,292 3,623
Lloyd's syndicates and ECRA Pool runoff -- 2,020
U.S. specialty program insurance 13,057 2,351
Unallocated 5,170 261
---------- ----------
Total $ 129,114 $ 58,715
========== ==========
S-5
TRENWICK GROUP LTD. AND SUBSIDIARIES
SCHEDULE III-- SUPPLEMENTARY INSURANCE INFORMATION -(continued)
TRENWICK GROUP LTD.
(Amounts expressed in thousands of United States dollars)
Years Ended December 31, 2001 and 2000
2001 2000
-------- --------
Claims and claims expenses incurred
Worldwide property catastrophe reinsurance $100,902 $ 54,885
U.S. treaty reinsurance 224,975 74,544
International specialty insurance and reinsurance 185,684 33,325
Lloyd's syndicates continuing 225,540 44,862
Lloyd's syndicates and ECRA pool runoff 23,774 10,265
U.S. specialty program insurance 66,530 9,826
-------- --------
Total $827,405 $227,707
======== ========
Policy acquisition costs
Worldwide property catastrophe reinsurance $ 17,025 $ 14,753
U.S. treaty reinsurance 101,216 23,213
International specialty insurance and reinsurance 39,939 8,841
Lloyd's syndicates continuing 91,170 25,446
Lloyd's syndicates and ECRA pool runoff 2,720 3,926
U.S. specialty program insurance 20,996 2,424
-------- --------
Total $273,066 $ 78,603
======== ========
Underwriting expenses
Worldwide property catastrophe reinsurance $ 10,254 $ 11,244
U.S. treaty reinsurance 11,680 4,796
International specialty insurance and reinsurance 21,425 4,209
Lloyd's syndicates continuing 25,926 7,163
Lloyd's syndicates and ECRA pool runoff 2,522 1,977
U.S. specialty program insurance 7,209 2,502
-------- --------
Total $ 79,016 $ 31,891
======== ========
Net premiums written
Worldwide property catastrophe reinsurance $ 89,509 $ 73,441
U.S. treaty reinsurance 319,145 83,180
International specialty insurance and reinsurance 191,875 37,649
Lloyd's syndicates continuing 264,270 78,346
Lloyd's syndicates and ECRA pool runoff 3,047 16,158
U.S. specialty program insurance 102,472 13,858
-------- --------
Total $970,318 $302,632
======== ========
S-6
TRENWICK GROUP LTD. AND SUBSIDIARIES
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2001 and 2000
(Amounts in thousands of United States dollars)
Balance at Balance at
Beginning of End of
Period Period
------ ------
Year Ended December 31, 2001
Allowances for uncollectible
reinsurance recoverable and premiums receivable $25,557 $55,100
Year Ended December 31, 2000
Allowances for uncollectible
reinsurance recoverable and premiums receivable $ -- $25,557
S-7