Document
FALSE000077686700007768672019-08-062019-08-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 6, 2019
Date of Report (Date of earliest event reported)

WHITE MOUNTAINS INSURANCE GROUP, LTD.
(Exact name of registrant as specified in its charter)

Bermuda
(State or other jurisdiction of
 incorporation or organization)
1-8993
(Commission file number)
94-2708455
(I.R.S. Employer Identification No.)

80 South Main Street, Hanover, New Hampshire 03755
(Address of principal executive offices)

(603) 640-2200
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, par value $1.00WTMNew York Stock Exchange
per shareBermuda Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).          Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o



ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 6, 2019, White Mountains Insurance Group, Ltd. issued a press release announcing its results for the three and six months ended June 30, 2019. The press release furnished herewith is attached as Exhibit 99.1 to this Form 8-K. Certain information included in the press release constitutes non-GAAP financial measures (as defined in Regulation G of the Securities and Exchange Commission). Specifically, the seven non-GAAP financial measures disclosed in the press release include (i) adjusted book value per share, (ii) underlying growth in adjusted book value per share, (iii) gross written premiums and member surplus contributions (“MSC”) from new business, (iv) NSM’s earnings before interest, taxes, depreciation and amortization (“EBITDA”), (v) NSM’s adjusted EBITDA, (vi) NSM’s pro forma adjusted EBITDA, and (vii) total consolidated portfolio returns excluding the MediaAlpha Transaction. These non-GAAP financial measures have been reconciled to their most comparable GAAP financial measures.
Adjusted book value per share is a non-GAAP financial measure which is derived by adjusting (i) the GAAP book value per share numerator and (ii) the common shares outstanding denominator, as described below. The GAAP book value per share numerator is adjusted (i) to include a discount for the time value of money arising from the expected timing of cash payments of principal and interest on the BAM surplus notes and (ii) to add back the unearned premium reserve, net of deferred acquisition costs, at HG Global. Under GAAP, White Mountains is required to carry the BAM surplus notes, including accrued interest, at nominal value with no consideration for time value of money. Based on a debt service model that forecasts operating results for BAM through maturity of the surplus notes, the present value of the BAM surplus notes, including accrued interest, was estimated to be $140 million, $143 million, $146 million and $155 million less than the nominal GAAP carrying values as of June 30, 2019, March 31, 2019, December 31, 2018, and June 30, 2018, respectively. The value of HG Global’s unearned premium reserve, net of deferred acquisition costs, was $113 million, $108 million, $106 million and $93 million as of June 30, 2019, March 31, 2019, December 31, 2018, and June 30, 2018, respectively. White Mountains believes these adjustments are useful to management and investors in analyzing the intrinsic value of HG Global, including the value of the surplus notes and the value of the in-force business at HG Re, HG Global’s reinsurance subsidiary. The denominator used in the calculation of adjusted book value per share equals the number of common shares outstanding adjusted to exclude unearned restricted common shares, the compensation cost of which, at the date of calculation, has yet to be amortized. Restricted common shares are earned on a straight-line basis over their vesting periods. The reconciliation of GAAP book value per share to adjusted book value per share is included on page 6 of Exhibit 99.1 to this Form 8-K.
The growth in adjusted book value per share on page 1 of Exhibit 99.1 reflects the estimated gain from the MediaAlpha transaction as if it had closed on December 31, 2018. A reconciliation from GAAP to the reported percentage is as follows:
As of
June 30, 2019
As of
December 31, 2018
Growth % (1)
GAAP book value per share$987.12 $896.00 10.3 %
Estimated gain from MediaAlpha transaction
as of December 31, 2018
— 55.07 
GAAP book value per share including the estimated gain
from the MediaAlpha transaction as of December 31, 2018
987.12 951.07 3.9 %
Adjustments to book value per share (see reconciliation
on page 6 of Exhibit 99.1 to this Form 8-K)
(0.73)(8.15)
Adjusted book value per share including the estimated
gain from the MediaAlpha transaction as of December 31, 2018
$986.39 $942.92 4.7 %
(1) Growth includes $1.00 per share dividend paid during the first quarter of 2019.
Gross written premiums and MSC from new business is a non-GAAP financial measure, which is derived by adjusting gross written premiums and MSC collected (i) to include the present value of future installment MSC not yet collected and (ii) to exclude the impact of gross written premium adjustments related to policies closed in prior periods. White Mountains believes these adjustments are useful to management and investors in evaluating the volume and pricing of new business closed during the period. The reconciliation from GAAP gross written premiums to gross written premiums and MSC from new business is included on page 12 of Exhibit 99.1 to this Form 8-K.


2


NSM’s EBITDA, adjusted EBITDA and pro forma adjusted EBITDA are non-GAAP financial measures. EBITDA is a non-GAAP financial measure that excludes interest expense on debt, income tax benefit (expense), depreciation and amortization from GAAP net income (loss). Adjusted EBITDA is a non-GAAP financial measure that excludes certain other items in GAAP net income (loss) in addition to those excluded from EBITDA. The adjustments relate to (i) change in fair value of contingent consideration earnout liabilities, (ii) acquisition-related transaction expenses, (iii) investments made in the development of new business lines and (iv) restructuring expenses. A description of each follows:
Change in fair value of contingent consideration earnout liabilities - Earnout liabilities are amounts payable to the sellers of businesses purchased by NSM that are contingent on the earnings of such businesses in periods subsequent to their acquisition. Under GAAP, earnout liabilities are not capitalized as part of the purchase price. Earnout liabilities are recorded at fair value, with the periodic change in the fair value of these liabilities recorded as income or an expense.
Acquisition-related transaction expenses - Represents costs directly related to transactions to acquire businesses, such as transaction-related compensation, banking, accounting and external lawyer fees, which are not capitalized and are expensed under GAAP.
Investments made in the development of new business lines - Represents the net loss related to the start-up of newly established lines of business, which NSM views as investments. For the periods presented, this adjustment relates primarily to NSM’s investment expenditures, net of revenues generated, in the organic development of (i) its pet insurance line and (ii) its MGA in the United Kingdom. NSM has recently decided to cease investment in the organic development of its pet insurance line and, instead, to acquire Embrace Pet Insurance, which closed in April 2019.
Restructuring expenses - Represents expenses associated with eliminating redundant work force and facilities that often arise as a result of NSM’s post-acquisition integration strategies.
Pro forma adjusted EBITDA is a non-GAAP financial measure that starts with adjusted EBITDA and also includes the earnings of acquired businesses for the period of time over the previous twelve months that the businesses were not owned by White Mountains. White Mountains believes that these non-GAAP financial measures are useful to management and investors in evaluating NSM’s performance. White Mountains also believes that pro forma adjusted EBITDA is useful to management and investors to demonstrate the current earnings profile of NSM’s business for a full twelve month period. See page 13 of Exhibit 99.1 to this Form 8-K for the reconciliation of NSM’s GAAP net income (loss) to EBITDA, adjusted EBITDA and pro forma adjusted EBITDA.
Total consolidated portfolio return excluding the MediaAlpha transaction is a non-GAAP financial measure that removes the $115 million pre-tax unrealized investment gain resulting from the MediaAlpha transaction recognized in the first quarter of 2019. White Mountains believes this measure to be useful to management and investors by making the return in the current period comparable to the prior periods. A reconciliation from GAAP to the reported percentage is as follows:
For the six months ended June 30, 2019
GAAP returnRemove MediaAlphaReturn - excluding MediaAlpha
Total consolidated portfolio return12.4 %(4.5)%7.9 %


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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1 Press Release of White Mountains Insurance Group, Ltd. dated August 6, 2019, furnished herewith.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WHITE MOUNTAINS INSURANCE GROUP, LTD.
August 6, 2019By:
/s/   J. BRIAN PALMER    
       J. Brian Palmer
      Managing Director and
       Chief Accounting Officer

4
Document
Exhibit 99.1
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=13043870&doc=8
CONTACT: Todd Pozefsky
(203) 458-5807

WHITE MOUNTAINS REPORTS SECOND QUARTER RESULTS

HAMILTON, Bermuda (August 6, 2019) - White Mountains Insurance Group, Ltd. (NYSE: WTM) reported book value per share of $987 and adjusted book value per share of $986 as of June 30, 2019. Book value per share and adjusted book value per share both increased 1% in the second quarter of 2019. Book value per share and adjusted book value per share increased 10% and 11% in the first six months of 2019, including dividends. The results for the first six months of 2019 include the impact of the MediaAlpha transaction. Excluding the gain on the MediaAlpha transaction, book value per share and adjusted book value per share would have increased 4% and 5% in the first six months of 2019, including dividends.(1)

Manning Rountree, CEO, commented, “We had a solid quarter. ABVPS was up 1%, driven primarily by investment results. BAM produced decent premium volumes despite challenging primary market conditions. NSM produced good organic growth (top line and bottom line) and closed the Embrace Pet Insurance acquisition during the quarter. Kudu is performing well and produced a profit in its first quarter as a new operating segment for White Mountains. MediaAlpha grew revenues and profits to new highs in the quarter. We closed the Elementum transaction in May, and we ended the quarter with $1.1 billion of undeployed capital.”

Comprehensive income attributable to common shareholders was $18 million and $302 million in the second quarter and first six months of 2019, compared to comprehensive income (loss) attributable to common shareholders of $3 million and $(45) million in the second quarter and first six months of 2018.

HG Global/BAM

BAM’s gross written premiums and member surplus contributions collected were $25 million and $40 million in the second quarter and first six months of 2019, compared to $29 million and $40 million in the second quarter and first six months of 2018. BAM insured municipal bonds with par value of $2.9 billion and $4.8 billion in the second quarter and first six months of 2019, compared to $3.1 billion and $4.4 billion in the second quarter and first six months of 2018. Total pricing was 84 and 83 basis points in the second quarter and first six months of 2019, compared to 101 and 100 basis points in the second quarter and first six months of 2018. BAM’s total claims paying resources were $895 million at June 30, 2019, compared to $871 million at December 31, 2018 and $827 million at June 30, 2018.

Seán McCarthy, CEO of BAM, said, “Municipal new-issue volume declined in the quarter, while insured penetration increased. BAM wrote healthy volumes in both the secondary market and the GreenStar program. Lower interest rates and tighter credit spreads impacted pricing, especially in the primary market. In June, BAM became the first municipal bond insurer to join the Federal Home Loan Bank of New York; membership strengthens BAM’s capital resources and provides access to an additional source of contingent liquidity. Also in June, S&P Global Ratings concluded its annual review and affirmed BAM’s AA/stable rating.”





(1) See "Regulation G" on page 14.

1


HG Global reported pre-tax income of $15 million and $31 million in the second quarter and first six months of 2019, compared to pre-tax income of $8 million and $12 million in the second quarter and first six months of 2018. White Mountains reported pre-tax loss related to BAM of $7 million and $17 million in the second quarter and first six months of 2019, compared to pre-tax loss of $17 million and $36 million in the second quarter and first six months of 2018. The period over period changes were driven primarily by higher investment returns in the HG Global and BAM investment portfolios.

BAM is a mutual insurance company that is owned by its members.  BAM’s results are consolidated into White Mountains’s GAAP financial statements and attributed to non-controlling interests.

NSM

In the second quarter of 2019, NSM reported pre-tax income of $1 million, adjusted EBITDA of $16 million, and commission and other revenues of $66 million. In the first six months of 2019, NSM reported pre-tax loss of $1 million, adjusted EBITDA of $26 million, and commission and other revenues of $115 million. Results for the second quarter and first six months of 2019 include the results of Embrace Pet Insurance, a nationwide provider of pet health insurance for dogs and cats, which NSM acquired on April 1, 2019.

Geof McKernan, CEO of NSM, said, “NSM had a strong second quarter, growing trailing 12 months pro forma controlled premiums to $864 million from $759 million and pro forma adjusted EBITDA to $49 million from $40 million. These results reflect the contribution of the Embrace Pet Insurance acquisition as well as continued organic growth, principally in the specialty transportation and real estate verticals. We continue to invest in technology and talent to drive organic growth while also pursuing attractive acquisition opportunities.”

On June 28, 2019, NSM acquired the renewal rights on its U.S. collector car business from an affiliate of American International Group, Inc. for $82.5 million. The acquisition satisfied the previously disclosed obligation of NSM to acquire the renewal rights from AIG.

Kudu

On April 4, 2019, White Mountains completed its acquisition of the ownership interests in Kudu held by certain funds managed by Oaktree Capital Management, L.P. In addition, White Mountains assumed all of Oaktree’s unfunded capital commitments to Kudu, increasing White Mountains’s total capital commitment to $250 million. As a result of the transaction, White Mountains’s ownership of Kudu increased from 49% to 99%, and White Mountains began consolidating Kudu in its financial statements during the second quarter of 2019.

In the twelve months ended June 30, 2019, Kudu deployed $145 million in five investment management firms with combined assets under management of over $17 billion, spanning a range of asset classes, including real estate, real assets, wealth management, hedge funds and alternative credit strategies. In the second quarter of 2019, Kudu reported total revenues of $4 million and pre-tax income of $2 million.

Rob Jakacki, CEO of Kudu, said, “Kudu has established a leadership position in its target market. Our current portfolio of managers is performing well, and good financial results are emerging. We closed five transactions over the past year with an average cash yield at inception of 9.5%. Kudu as an enterprise has turned cash flow positive. In July, we closed a sixth transaction with First Long Island Investors, and we have a strong deal pipeline of quality managers. We are excited about our prospects.”

2


Other Operations

White Mountains’s Other Operations segment reported pre-tax income of $5 million and $288 million in the second quarter and first six months of 2019, compared to pre-tax loss of $11 million and $62 million in the second quarter and first six months of 2018. Pre-tax income for the first six months of 2019 included $182 million of realized and unrealized gains from the MediaAlpha transaction. Excluding the MediaAlpha transaction, net realized and unrealized investment gains were $23 million and $142 million in the second quarter and first six months of 2019, compared to net realized and unrealized investment gains (losses) of $13 million and $(33) million in the second quarter and first six months of 2018.

On June 3, 2019, White Mountains acquired a 30% limited partnership interest in Elementum Holdings LP for $55 million. Elementum manages portfolios of insurance linked securities—primarily catastrophe bonds and collateralized reinsurance—across a range of liquidity and risk/return profiles. As part of the transaction, White Mountains also agreed to invest a total of $50 million in funds managed by Elementum.

Investments

The total return on invested assets was 2.0% in the second quarter of 2019 compared to 0.7% in the second quarter of 2018. The total return on invested assets was 12.4% in the first six months of 2019, which included $115 million of unrealized investment gains from the MediaAlpha transaction. Excluding the MediaAlpha transaction, the total return on invested assets was 7.9% in the first six months of 2019 compared to -0.3% in the first six months of 2018.

Mark Plourde, Managing Director of White Mountains Advisors, said, “The total portfolio was up 2.0% for the
second quarter, a good absolute result that benefited from the continued equity market rally and the decline in interest rates. Common stocks and ETFs returned 3.7%, lagging the S&P 500 Index return of 4.3%, due to relative underperformance in our international common stock positions. Other long-term investments were flat. Fixed income returned 2.0%, lagging the BBIA Index return of 2.4%, due to shorter duration positioning.”

Additional Information

White Mountains is a Bermuda-domiciled financial services holding company traded on the New York Stock Exchange and the Bermuda Stock Exchange under the symbol WTM. Additional financial information and other items of interest are available at the company’s website located at www.whitemountains.com. White Mountains expects to file its Form 10-Q today with the Securities and Exchange Commission and urges shareholders to refer to that document for more complete information concerning its financial results.
3


WHITE MOUNTAINS INSURANCE GROUP, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(millions)
(Unaudited)
June 30,
2019
December 31,
2018
June 30,
2018
Assets 
   Financial Guarantee (HG Global/BAM)
     Fixed maturity investments$762.9 $701.4 $650.2 
     Short-term investments34.8 66.9 66.3 
Total investments797.7 768.3 716.5 
     Cash 10.3 12.5 13.9 
     Insurance premiums receivable6.6 6.4 6.3 
     Deferred acquisition costs20.5 19.0 17.2 
     Accrued investment income5.3 4.9 4.2 
     Accounts receivable on unsettled investment sales8.0 — — 
     Other assets 16.1 5.1 4.4 
Total Financial Guarantee assets864.5 816.2 762.5 
Specialty Insurance Distribution (NSM)
     Short-term investments.2 1.7 — 
     Cash (restricted $88.8, $50.0 and $57.3)119.7 66.2 73.3 
Premium and commission receivable57.6 44.0 32.8 
     Goodwill and other intangible assets636.8 486.2 436.2 
     Other assets36.8 28.9 14.8 
Total Specialty Insurance Distribution assets851.1 627.0 557.1 
Global Asset and Wealth Management (Kudu)
Other long-term investments142.2 — — 
Short-term investments.1 — — 
Cash2.7 — — 
Accrued investment income2.7 — — 
Goodwill and other intangible assets9.8 — — 
Other assets2.9 — — 
Total Global Asset and Wealth Management assets160.4 — — 
   Marketing Technology (MediaAlpha)
     Cash— 5.7 15.0 
     Goodwill and other intangible assets— 43.4 48.3 
     Accounts receivable from publishers and advertisers— 37.0 34.9 
     Other assets— 2.3 1.5 
Total Marketing Technology assets— 88.4 99.7 
   Other Operations
     Fixed maturity investments346.5 376.1 458.5 
     Short-term investments152.0 145.6 255.4 
     Common equity securities709.2 925.6 911.2 
     Other long-term investments522.2 325.6 255.5 
Total investments1,729.9 1,772.9 1,880.6 
     Cash17.6 25.9 28.9 
     Accrued investment income5.4 5.5 6.3 
     Accounts receivable on unsettled investment sales72.8 — 3.5 
     Goodwill and other intangible assets21.0 7.9 8.3 
     Other assets26.7 15.5 17.9 
     Assets held for sale2.8 3.3 3.3 
Total Other Operations assets1,876.2 1,831.0 1,948.8 
Total assets$3,752.2 $3,362.6 $3,368.1 
4


WHITE MOUNTAINS INSURANCE GROUP, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(millions)
(Unaudited)
June 30,
2019
December 31,
2018
June 30,
2018
Liabilities
   Financial Guarantee (HG Global/BAM)
     Unearned insurance premiums$187.8 $176.0 $155.5 
     Accrued incentive compensation14.5 20.4 12.5 
     Accounts payable on unsettled investment purchases— 2.2 11.7 
     Other liabilities27.4 13.9 16.8 
Total Financial Guarantee liabilities229.7 212.5 196.5 
Specialty Insurance Distribution (NSM)
Debt219.7 178.5 149.8 
Premiums payable118.7 77.2 72.2 
Contingent consideration earnout liabilities30.9 20.2 17.5 
     Other liabilities56.1 38.9 27.1 
Total Specialty Insurance Distribution liabilities425.4 314.8 266.6 
Global Asset and Wealth Management (Kudu)
Other liabilities3.5 — — 
Total Global Asset and Wealth Management liabilities3.5 — — 
   Marketing Technology (MediaAlpha)
     Debt— 14.2 19.8 
     Amounts due to publishers and advertisers— 27.0 38.3 
     Other liabilities— 5.7 2.4 
Total Marketing Technology liabilities— 46.9 60.5 
   Other Operations
     Debt10.8 — — 
     Accrued incentive compensation36.8 38.9 30.9 
     Accounts payable on unsettled investment purchases— 5.0 10.0 
     Other liabilities38.1 26.3 6.1 
Total Other Operations liabilities85.7 70.2 47.0 
Total liabilities744.3 644.4 570.6 
Equity
White Mountains's common shareholder's equity
     White Mountains’s common shares and paid-in surplus590.5 584.0 575.8 
     Retained earnings2,562.8 2,264.9 2,366.5 
Accumulated other comprehensive loss, after tax:
  Net unrealized foreign currency translation losses and interest rate swap(9.0)(5.8)(2.2)
Total White Mountains’s common shareholders’ equity3,144.3 2,843.1 2,940.1 
Non-controlling interests(136.4)(124.9)(142.6)
Total equity3,007.9 2,718.2 2,797.5 
Total liabilities and equity$3,752.2 $3,362.6 $3,368.1 

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WHITE MOUNTAINS INSURANCE GROUP, LTD.
BOOK VALUE AND ADJUSTED BOOK VALUE PER SHARE
(Unaudited)
 June 30,
2019
March 31, 2019December 31,
2018
June 30,
2018
Book value per share numerators (in millions):
White Mountains’s common shareholders’ equity - GAAP book value per share numerator$3,144.3 $3,122.0 $2,843.1 $2,940.1 
Time value of money discount on expected future payments on the BAM Surplus Notes (1)
(135.7)(138.6)(141.2)(150.1)
HG Global’s unearned premium reserve (1)
147.2 140.2 136.9 119.5 
HG Global’s net deferred acquisition costs (1)
(37.9)(35.7)(34.6)(29.1)
Adjusted book value per share numerator$3,117.9 $3,087.9 $2,804.2 $2,880.4 
Book value per share denominators (in thousands of shares):
Common shares outstanding - GAAP book value per share denominator3,185.4 3,181.2 3,173.1 3,180.4 
Unearned restricted common shares (24.5)(25.5)(14.6)(22.4)
Adjusted book value per share denominator3,160.9 3,155.7 3,158.5 3,158.0 
GAAP book value per share$987.12 $981.39 $896.00 $924.46 
Adjusted book value per share$986.39 $978.51 $887.85 $912.08 
(1) Amount reflects White Mountains's preferred share ownership in HG Global of 96.9%.
June 30,
2019
March 31,
2019
December 31,
2018
June 30,
2018
Quarter-to-date change in GAAP book value per share, including dividends:0.6 %9.6 %(4.5)%0.9 %
Quarter-to-date change in adjusted book value per share, including dividends:0.8 %10.3 %(4.1)%1.0 %
Year-to-date change in GAAP book value per share, including dividends:10.3 %9.6 %(3.7)%(0.6)%
Year-to-date change in adjusted book value per share, including dividends:11.2 %10.3 %(2.8)%(0.2)%
Year-to-date dividends per share$1.00 $1.00 $1.00 $1.00 
June 30,
2019
March 31,
2019
December 31,
2018
June 30,
2018
Summary of goodwill and other intangible assets (in millions):
Goodwill:
NSM $398.4 
(1)
$328.8 $354.3 
(2)
$436.2 
(3)
Kudu9.8 
(1)
— — — 
MediaAlpha— — 18.3 18.3 
Other Operations20.4 20.9 7.3 7.6 
Total goodwill428.6 349.7 379.9 462.1 
Other intangible assets:
NSM238.4 159.9 131.9 — 
MediaAlpha— — 25.1 30.0 
Other Operations.6 .6 .6 .7 
Total other intangible assets239.0 160.5 157.6 30.7 
Total goodwill and other intangible assets667.6 510.2 537.5 492.8 
Goodwill and other intangible assets attributed to
non-controlling interests
(25.4)(24.1)(40.6)(41.7)
Goodwill and other intangible assets included in
White Mountains's common shareholders' equity
$642.2 $486.1 $496.9 $451.1 
(1) The relative fair values of goodwill and of other intangible assets recognized in connection with the acquisition of Embrace and the Kudu transaction had not yet been finalized at June 30, 2019.
(2) The relative fair values of goodwill and of other intangible assets recognized in connection with the acquisition of KBK had not yet been finalized at December 31, 2018.
(3) The relative fair values of goodwill and of other intangible assets recognized in connection with the acquisition of NSM had not yet been finalized at June 30, 2018.
6


WHITE MOUNTAINS INSURANCE GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(millions)
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2019 2018 2019 2018 
Revenues:
   Financial Guarantee (HG Global/BAM)
     Earned insurance premiums$4.3 $3.4 $8.5 $6.4 
     Net investment income5.4 4.0 10.7 7.7 
     Net realized and unrealized investment gains (losses) 11.5 (2.4)23.3 (10.3)
     Other revenues.4 .4 1.0 .6 
Total Financial Guarantee revenues21.6 5.4 43.5 4.4 
Specialty Insurance Distribution (NSM)
Commission revenues54.9 22.6 98.2 22.6 
Other revenues11.2 .9 17.2 .9 
Total Specialty Insurance Distribution revenues66.1 23.5 115.4 23.5 
Global Asset and Wealth Management (Kudu)
Net investment income4.0 — 4.0 — 
Net realized and unrealized gains.4 — .4 — 
Total Global Asset and Wealth Management revenues4.4 — 4.4 — 
   Marketing Technology (MediaAlpha)
     Advertising and commission revenues— 71.8 48.8 141.9 
     Other revenues— — — 1.6 
Total Marketing Technology revenues— 71.8 48.8 143.5 
   Other Operations
     Net investment income11.6 7.8 22.3 23.8 
     Net realized and unrealized investment gains (losses) 23.3 12.9 142.4 (32.9)
  Realized gain and unrealized investment gain from
the MediaAlpha transaction
— — 182.2 — 
     Advertising and commission revenues1.3 1.0 2.6 1.9 
     Other revenues.7 (.1)1.0 .2 
Total Other Operations revenues36.9 21.6 350.5 (7.0)
Total revenues$129.0 $122.3 $562.6 $164.4 


7


WHITE MOUNTAINS INSURANCE GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(millions)
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2019 2018 2019 2018 
Expenses:
Financial Guarantee (HG Global/BAM)
Insurance acquisition expenses$1.4 $1.3 $2.7 $2.7 
     Other underwriting expenses
.1 .1 .2 .2 
General and administrative expenses12.3 13.4 26.6 25.2 
Total Financial Guarantee expenses13.8 14.8 29.5 28.1 
Specialty Insurance Distribution (NSM)
General and administrative expenses32.7 12.1 57.8 12.1 
Change in fair value of contingent consideration earnout liabilities6.3 — 7.6 — 
Broker commission expenses18.2 6.6 33.9 6.6 
Amortization of other intangible assets4.1 — 9.1 — 
Interest expense4.1 1.6 7.8 1.6 
Total Specialty Insurance Distribution expenses65.4 20.3 116.2 20.3 
Global Asset and Wealth Management (Kudu)
General and administrative expenses2.2 — 2.2 — 
Total Global Asset and Wealth Management expenses2.2 — 2.2 — 
Marketing Technology (MediaAlpha)
Cost of sales— 59.9 40.6 117.3 
General and administrative expenses— 4.6 12.5 15.8 
Amortization of other intangible assets— 2.5 1.6 5.4 
Interest expense— .3 .2 .7 
Total Marketing Technology expenses— 67.3 54.9 139.2 
Other Operations
Cost of sales1.6 1.1 2.7 1.8 
General and administrative expenses30.1 31.0 59.5 53.0 
Amortization of other intangible assets.1 .1 .1 .1 
Interest expense— .1 — .3 
Total Other Operations expenses31.8 32.3 62.3 55.2 
Total expenses113.2 134.7 265.1 242.8 
Pre-tax income (loss) from continuing operations15.8 (12.4)297.5 (78.4)
Income tax benefit (expense).1 (2.5)(10.1)(3.2)
Net income (loss) from continuing operations15.9 (14.9)287.4 (81.6)
Net gain from sale of discontinued operations, net of tax— — .7 .1 
Net income (loss)15.9 (14.9)288.1 (81.5)
Net loss attributable to non-controlling interests4.6 18.4 16.8 37.0 
Net income (loss) attributable to White Mountains’s
common shareholders
$20.5 $3.5 $304.9 $(44.5)

8



WHITE MOUNTAINS INSURANCE GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(millions)
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2019 2018 2019 2018 
Net income (loss) attributable to White Mountains’s
common shareholders
$20.5 $3.5 $304.9 $(44.5)
Other comprehensive loss, net of tax(3.1)(.9)(3.4)(.9)
Comprehensive income (loss) 17.4 2.6 301.5 (45.4)
Other comprehensive income (loss) attributable to non-controlling interests.2 — .2 — 
Comprehensive income (loss) attributable to White Mountains’s
common shareholders
$17.6 $2.6 $301.7 $(45.4)




WHITE MOUNTAINS INSURANCE GROUP, LTD.
EARNINGS PER SHARE
(Unaudited)

Income (loss) per share attributable to White Mountains’s common shareholdersThree Months Ended June 30,Six Months Ended June 30,
2019 2018 2019 2018 
Basic earnings (loss) per share
Continuing operations$6.44 $1.02 $95.71 $(12.44)
Discontinued operations— — .22 .03 
Total consolidated operations$6.44 $1.02 $95.93 $(12.41)
Diluted earnings (loss) per share
Continuing operations$6.44 $1.02 $95.71 $(12.44)
Discontinued operations— — .22 .03 
Total consolidated operations$6.44 $1.02 $95.93 $(12.41)
Dividends declared per White Mountains’s common share$— $— $1.00 $1.00 

9


WHITE MOUNTAINS INSURANCE GROUP, LTD.
QTD SEGMENT STATEMENTS OF PRE-TAX INCOME (LOSS)
(millions)
(Unaudited)
For the Three Months Ended June 30, 2019HG Global/BAM
HG GlobalBAMNSMKuduOther OperationsTotal
Revenues:
Earned insurance premiums$3.4 $.9 $— $— $— $4.3 
Net investment income1.9 3.5 — 4.0 11.6 21.0 
Net investment income (loss) - BAM surplus note interest6.8 (6.8)— — — — 
Net realized and unrealized investment gains4.0 7.5 — .4 23.3 35.2 
Advertising and commission revenues— — 54.9 — 1.3 56.2 
Other revenues— .4 11.2 — .7 12.3 
Total revenues16.1 5.5 66.1 4.4 36.9 129.0 
Expenses:
Insurance acquisition expenses.9 .5 — — — 1.4 
Other underwriting expenses— .1 — — — .1 
Cost of sales— — — — 1.6 1.6 
General and administrative expenses.4 11.9 32.7 2.2 30.1 77.3 
Change in fair value of contingent consideration
earnout liabilities
— — 6.3 — — 6.3 
Broker commission expenses— — 18.2 — — 18.2 
Amortization of other intangible assets— — 4.1 — .1 4.2 
Interest expense— — 4.1 — — 4.1 
Total expenses1.3 12.5 65.4 2.2 31.8 113.2 
Pre-tax income (loss)$14.8 $(7.0)$.7 $2.2 $5.1 $15.8 


For the Three Months Ended June 30, 2018HG Global/BAM
HG GlobalBAM
NSM (1)
MediaAlphaOther OperationsTotal
Revenues:
Earned insurance premiums$2.7 $.7 $— $— $— $3.4 
Net investment income1.3 2.7 — — 7.8 11.8 
Net investment income (loss) - BAM surplus note interest5.8 (5.8)— — — — 
Net realized and unrealized investment (losses) gains(1.2)(1.2)— — 12.9 10.5 
Advertising and commission revenues— — 22.671.8 1.0 95.4 
Other revenues— .4 .9 — (.1)1.2 
Total revenues8.6 (3.2)23.5 71.8 21.6 122.3 
Expenses:
Insurance acquisition expenses.7 .6 — — — 1.3 
Other underwriting expenses— .1 — — — .1 
Cost of sales— — — 59.9 1.1 61.0 
General and administrative expenses.2 13.2 12.1 4.6 31.0 61.1 
Broker commission expenses— — 6.6 — — 6.6 
Amortization of other intangible assets— — — 2.5 .1 2.6 
Interest expense— — 1.6 .3 .1 2.0 
Total expenses.9 13.9 20.3 67.3 32.3 134.7 
Pre-tax income (loss)$7.7 $(17.1)$3.2 $4.5 $(10.7)$(12.4)
(1) NSM's results are from May 11, 2018, the date of acquisition, to the end of the second quarter.
10


WHITE MOUNTAINS INSURANCE GROUP, LTD.
YTD SEGMENT STATEMENTS OF PRE-TAX INCOME (LOSS)
(millions)
(Unaudited)
For the Six Months Ended June 30, 2019HG Global/BAM
HG GlobalBAMNSMKudu
MediaAlpha (1)
Other OperationsTotal
Revenues:
Earned insurance premiums$6.8 $1.7 $— $— $— $— $8.5 
Net investment income3.8 6.9 — 4.0 — 22.3 37.0 
Net investment income (loss) -
BAM surplus note interest
13.7 (13.7)— — — — — 
Net realized and unrealized
investment gains
9.1 14.2 — .4 — 142.4 166.1 
Realized and unrealized gains from
MediaAlpha transaction
— — — — — 182.2 182.2 
Advertising and commission revenues— — 98.2 — 48.8 2.6 149.6 
Other revenue— 1.0 17.2 — — 1.0 19.2 
Total revenues33.4 10.1 115.4 4.4 48.8 350.5 562.6 
Expenses:
Insurance acquisition expenses1.7 1.0 — — — — 2.7 
Other underwriting expenses— .2 — — — — .2 
Cost of sales— — — — 40.6 2.7 43.3 
General and administrative expenses.9 25.7 57.8 2.2 5.7 59.5 151.8 
General and administrative expenses -
MediaAlpha transaction related costs
— — — — 6.8 — 6.8 
Change in fair value of contingent
consideration earnout liabilities
— — 7.6 — — — 7.6 
Broker commission expenses— — 33.9 — — — 33.9 
Amortization of other intangible assets— — 9.1 — 1.6 .1 10.8 
Interest expense— — 7.8 — .2 — 8.0 
Total expenses2.6 26.9 116.2 2.2 54.9 62.3 265.1 
Pre-tax income (loss)$30.8 $(16.8)$(.8)$2.2 $(6.1)$288.2 $297.5 
(1) MediaAlpha's results are from January 1, 2019 to February 26, 2019, the date of the MediaAlpha transaction.
For the Six Months Ended June 30, 2018HG Global/BAM
HG GlobalBAM
NSM (1)
MediaAlphaOther OperationsTotal
Revenues:
Earned insurance premiums$5.0 $1.4 $— $— $— $6.4 
Net investment income2.5 5.2 — — 23.8 31.5 
Net investment income (loss) - BAM surplus note interest11.5 (11.5)— — — — 
Net realized and unrealized investment losses(4.8)(5.5)— — (32.9)(43.2)
Advertising and commission revenues— — 22.6 141.9 1.9 166.4 
Other revenue— .6 .9 1.6 .2 3.3 
Total revenues14.2 (9.8)23.5 143.5 (7.0)164.4 
Expenses:
Insurance acquisition expenses1.2 1.5 — — — 2.7 
Other underwriting expenses— .2 — — — .2 
Cost of sales— — — 117.3 1.8 119.1 
General and administrative expenses.6 24.6 12.1 15.8 53.0 106.1 
Broker commission expense— — 6.6 — — 6.6 
Amortization of other intangible assets— — — 5.4 .1 5.5 
Interest expense— — 1.6 .7 .3 2.6 
15700000
Total expenses1.8 26.3 20.3 139.2 55.2 242.8 
3700000
Pre-tax income (loss)$12.4 $(36.1)$3.2 $4.3 $(62.2)$(78.4)
(1) NSM's results are from May 11, 2018, the date of acquisition, to the end of the second quarter.
11


WHITE MOUNTAINS INSURANCE GROUP, LTD.
SELECTED FINANCIAL DATA
(millions)
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
BAM2019 2018 2019 2018 
Gross par value of primary market policies issued$2,624.2 $2,774.7 $4,010.0 $3,924.2 
Gross par value of secondary market policies issued293.2 311.5 832.4 460.1 
Total gross par value of market policies issued$2,917.4 $3,086.2 $4,842.4 $4,384.3 
Gross written premiums$12.5 $18.6 $20.4 $25.0 
Member surplus contributions (MSC) collected
12.0 9.9 19.9 14.8 
Total gross written premiums and MSC collected$24.5 $28.5 $40.3 $39.8 
Present value of future installment MSC collections— 1.6 .2 2.8 
Gross written premium adjustments on existing installment policies— 1.1 (.1)1.1 
Gross written premiums and MSC from new business$24.5 $31.2 $40.4 $43.7 
Total pricing84 bps 101 bps 83 bps 100 bps 

As of
June 30, 2019 
As of
December 31, 2018 
Policyholders’ surplus$410.6 $413.7 
Contingency reserve57.9 50.3 
Qualified statutory capital468.5 464.0 
Statutory net unearned premiums38.3 36.2 
Present value of future installment premiums and MSC13.4 12.9 
HG Re, Ltd collateral trusts at statutory value274.4 258.3 
Fidus Re, Ltd collateral trust at statutory value100.0 100.0 
     Claims paying resources$894.6 $871.4 
Three Months Ended June 30,Six Months Ended June 30,
HG Global2019 2018 2019 2018 
Net written premiums$10.7 $15.8 $17.4 $21.1 
Earned premiums$3.4 $2.7 $6.8 $5.0 

As of
June 30, 2019 
As of
December 31, 2018 
Unearned premiums$151.9 $141.3 
Deferred acquisition costs$39.1 $35.7 

12


WHITE MOUNTAINS INSURANCE GROUP, LTD.
SELECTED FINANCIAL DATA (CONTINUED)
(millions)
(Unaudited)

NSMThree Months Ended
June 30, 2019
Six Months Ended
June 30, 2019
Twelve Months Ended
July 1, 2018 to
June 30, 2019