UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended June 30, 2015
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8993
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(Exact name of Registrant as specified in its charter)
Bermuda | 94-2708455 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
80 South Main Street, | ||
Hanover, New Hampshire | 03755-2053 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (603) 640-2200
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, and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes ý No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
As of August 3, 2015, 5,960,542 common shares with a par value of $1.00 per share were outstanding (which includes 71,874 restricted common shares that were not vested at such date).
WHITE MOUNTAINS INSURANCE GROUP, LTD.
Table of Contents
Page No. | ||
Consolidated Balance Sheets, June 30, 2015 and December 31, 2014 | ||
Three and Six Months Ended June 30, 2015 and 2014 | ||
Consolidated Statements of Changes in Equity, Six Months Ended June 30, 2015 and 2014 | ||
Consolidated Statements of Cash Flows, Six Months Ended June 30, 2015 and 2014 | ||
Results of Operations for the Three and Six Months Ended June 30, 2015 and 2014 | ||
Part I.FINANCIAL INFORMATION.
Item 1. | Financial Statements |
WHITE MOUNTAINS INSURANCE GROUP, LTD.
CONSOLIDATED BALANCE SHEETS
(Millions, except share amounts) | June 30, 2015 | December 31, 2014 | ||||||
Assets | Unaudited | |||||||
Fixed maturity investments, at fair value | $ | 4,874.5 | $ | 4,784.3 | ||||
Short-term investments, at amortized cost (which approximates fair value) | 840.5 | 871.7 | ||||||
Common equity securities, at fair value | 713.8 | 801.6 | ||||||
Convertible fixed maturity and preferred investments, at fair value | 4.5 | 20.5 | ||||||
Other long-term investments | 390.1 | 407.0 | ||||||
Total investments | 6,823.4 | 6,885.1 | ||||||
Cash (restricted: $20.9 and $23.7) | 354.2 | 373.2 | ||||||
Reinsurance recoverable on unpaid losses | 427.5 | 483.9 | ||||||
Reinsurance recoverable on paid losses | 31.7 | 23.6 | ||||||
Insurance and reinsurance premiums receivable | 711.9 | 547.7 | ||||||
Funds held by ceding entities | 137.4 | 129.0 | ||||||
Investments in unconsolidated affiliates | 397.2 | 414.4 | ||||||
Deferred acquisition costs | 198.1 | 177.1 | ||||||
Deferred tax asset | 440.2 | 456.1 | ||||||
Ceded unearned insurance and reinsurance premiums | 172.4 | 94.0 | ||||||
Accrued investment income | 33.7 | 34.5 | ||||||
Accounts receivable on unsettled investment sales | 23.3 | 56.5 | ||||||
Goodwill and intangible assets | 355.6 | 366.4 | ||||||
Other assets | 322.7 | 356.1 | ||||||
Assets held for sale | — | 58.1 | ||||||
Total assets | $ | 10,429.3 | $ | 10,455.7 | ||||
Liabilities | ||||||||
Loss and loss adjustment expense reserves | $ | 3,031.8 | $ | 3,159.8 | ||||
Unearned insurance and reinsurance premiums | 1,110.8 | 955.3 | ||||||
Debt | 748.5 | 746.6 | ||||||
Deferred tax liability | 264.8 | 282.8 | ||||||
Accrued incentive compensation | 124.9 | 184.6 | ||||||
Ceded reinsurance payable | 189.6 | 105.7 | ||||||
Funds held under insurance and reinsurance contracts | 145.4 | 138.9 | ||||||
Accounts payable on unsettled investment purchases | 57.7 | 2.6 | ||||||
Other liabilities | 297.3 | 341.0 | ||||||
Total liabilities | 5,970.8 | 5,917.3 | ||||||
Equity | ||||||||
White Mountains’s common shareholders’ equity | ||||||||
White Mountains’s common shares at $1 par value per share - authorized 50,000,000 shares; | ||||||||
issued and outstanding 5,960,542 and 5,986,214 shares | 6.0 | 6.0 | ||||||
Paid-in surplus | 1,025.2 | 1,028.7 | ||||||
Retained earnings | 3,069.2 | 3,010.5 | ||||||
Accumulated other comprehensive income (loss), after tax: | ||||||||
Equity in net unrealized gains from investment in Symetra common shares | 2.0 | 34.9 | ||||||
Net unrealized foreign currency translation losses | (123.7 | ) | (79.8 | ) | ||||
Pension liability and other | (4.1 | ) | (4.6 | ) | ||||
Total White Mountains’s common shareholders’ equity | 3,974.6 | 3,995.7 | ||||||
Non-controlling interests | ||||||||
Non-controlling interest - OneBeacon Ltd. | 255.0 | 258.4 | ||||||
Non-controlling interest - SIG Preference Shares | 250.0 | 250.0 | ||||||
Non-controlling interest - mutuals and reciprocals | (146.2 | ) | (134.3 | ) | ||||
Non-controlling interest - other | 125.1 | 168.6 | ||||||
Total non-controlling interests | 483.9 | 542.7 | ||||||
Total equity | 4,458.5 | 4,538.4 | ||||||
Total liabilities and equity | $ | 10,429.3 | $ | 10,455.7 | ||||
See Notes to Consolidated Financial Statements
1
WHITE MOUNTAINS INSURANCE GROUP, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Unaudited
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
(Millions, except per share amounts) | 2015 | 2014 | 2015 | 2014 | ||||||||||||
Revenues: | ||||||||||||||||
Earned insurance and reinsurance premiums | $ | 537.3 | $ | 503.4 | $ | 1,031.6 | $ | 997.0 | ||||||||
Net investment income | 23.8 | 29.6 | 47.1 | 54.3 | ||||||||||||
Net realized and unrealized investment (losses) gains | (61.1 | ) | 113.9 | 42.3 | 177.7 | |||||||||||
Other revenue | 87.5 | 6.4 | 123.3 | 3.0 | ||||||||||||
Total revenues | 587.5 | 653.3 | 1,244.3 | 1,232.0 | ||||||||||||
Expenses: | ||||||||||||||||
Loss and loss adjustment expenses | 288.3 | 282.7 | 553.7 | 512.0 | ||||||||||||
Insurance and reinsurance acquisition expenses | 105.3 | 98.9 | 200.9 | 194.0 | ||||||||||||
Other underwriting expenses | 80.7 | 81.9 | 162.2 | 163.3 | ||||||||||||
General and administrative expenses | 108.1 | 70.3 | 224.5 | 120.6 | ||||||||||||
Interest expense | 10.9 | 10.0 | 22.0 | 20.1 | ||||||||||||
Total expenses | 593.3 | 543.8 | 1,163.3 | 1,010.0 | ||||||||||||
Pre-tax income from continuing operations | (5.8 | ) | 109.5 | 81.0 | 222.0 | |||||||||||
Income tax benefit (expense) | 2.7 | (24.5 | ) | (22.3 | ) | (55.4 | ) | |||||||||
Net income from continuing operations | (3.1 | ) | 85.0 | 58.7 | 166.6 | |||||||||||
(Loss) gain from sale of discontinued operations, net of tax | (.1 | ) | 2.7 | 7.9 | 2.7 | |||||||||||
Net loss from discontinued operations, net of tax | (.2 | ) | (.1 | ) | (.3 | ) | (.6 | ) | ||||||||
Income before equity in earnings of unconsolidated affiliates | (3.4 | ) | 87.6 | 66.3 | 168.7 | |||||||||||
Equity in earnings of unconsolidated affiliates, net of tax | 6.8 | 12.5 | 14.1 | 26.3 | ||||||||||||
Net income | 3.4 | 100.1 | 80.4 | 195.0 | ||||||||||||
Net loss (income) attributable to non-controlling interests | .9 | (4.6 | ) | 8.2 | (4.0 | ) | ||||||||||
Net income attributable to White Mountains’s common shareholders | 4.3 | 95.5 | 88.6 | 191.0 | ||||||||||||
Other comprehensive (loss) income, net of tax: | ||||||||||||||||
Change in equity in net unrealized (losses) gains from investments in Symetra common shares, net of tax | (61.8 | ) | 32.9 | (32.9 | ) | 69.4 | ||||||||||
Change in foreign currency translation, pension liability and other | 44.2 | (27.9 | ) | (43.4 | ) | (35.7 | ) | |||||||||
Comprehensive income | (13.3 | ) | 100.5 | 12.3 | 224.7 | |||||||||||
Comprehensive income attributable to non-controlling interests | — | — | — | — | ||||||||||||
Comprehensive income attributable to White Mountains’s common shareholders | $ | (13.3 | ) | $ | 100.5 | $ | 12.3 | $ | 224.7 | |||||||
Income per share attributable to White Mountains’s common shareholders | ||||||||||||||||
Basic income per share | ||||||||||||||||
Continuing operations | .76 | $ | 15.08 | $ | 13.53 | $ | 30.61 | |||||||||
Discontinued operations | (.04 | ) | .43 | 1.27 | .34 | |||||||||||
Total consolidated operations | $ | .72 | $ | 15.51 | $ | 14.80 | $ | 30.95 | ||||||||
Diluted income per share | ||||||||||||||||
Continuing operations | $ | .76 | $ | 15.08 | $ | 13.53 | $ | 30.61 | ||||||||
Discontinued operations | (.04 | ) | .43 | 1.27 | .34 | |||||||||||
Total consolidated operations | $ | .72 | $ | 15.51 | $ | 14.80 | $ | 30.95 | ||||||||
Dividends declared per White Mountains’s common share | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||
See Notes to Consolidated Financial Statements
2
WHITE MOUNTAINS INSURANCE GROUP, LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Unaudited
White Mountains’s Common Shareholders’ Equity | ||||||||||||||||||||||||
(Millions) | Common shares and paid-in surplus | Retained earnings | AOCI, after tax | Total | Non-controlling interest | Total Equity | ||||||||||||||||||
Balance at January 1, 2015 | $ | 1,034.7 | $ | 3,010.5 | $ | (49.5 | ) | $ | 3,995.7 | $ | 542.7 | $ | 4,538.4 | |||||||||||
Net income (loss) | — | 88.6 | — | 88.6 | (8.2 | ) | 80.4 | |||||||||||||||||
Net change in unrealized gains from investments in unconsolidated affiliates | — | — | (32.9 | ) | (32.9 | ) | — | (32.9 | ) | |||||||||||||||
Net change in foreign currency translation | — | — | (43.8 | ) | (43.8 | ) | (.1 | ) | (43.9 | ) | ||||||||||||||
Net change in pension liability and other accumulated comprehensive items | — | — | .4 | .4 | .1 | .5 | ||||||||||||||||||
Total comprehensive income (loss) | — | 88.6 | (76.3 | ) | 12.3 | (8.2 | ) | 4.1 | ||||||||||||||||
Dividends declared on common shares | — | (6.0 | ) | — | (6.0 | ) | — | (6.0 | ) | |||||||||||||||
Dividends to non-controlling interests | — | — | — | — | (21.9 | ) | (21.9 | ) | ||||||||||||||||
Repurchases and retirements of common shares | (8.8 | ) | (23.9 | ) | — | (32.7 | ) | — | (32.7 | ) | ||||||||||||||
Issuances of common shares | .9 | — | — | .9 | — | .9 | ||||||||||||||||||
Redemption of Prospector Offshore Fund | — | — | — | — | (31.5 | ) | (31.5 | ) | ||||||||||||||||
Acquisition from non-controlling interests | (2.2 | ) | — | — | (2.2 | ) | (2.7 | ) | (4.9 | ) | ||||||||||||||
Net contributions from non-controlling interests | — | — | — | — | 5.8 | 5.8 | ||||||||||||||||||
Amortization of restricted share awards | 6.6 | — | — | 6.6 | (.3 | ) | 6.3 | |||||||||||||||||
Balance at June 30, 2015 | $ | 1,031.2 | $ | 3,069.2 | $ | (125.8 | ) | $ | 3,974.6 | $ | 483.9 | $ | 4,458.5 | |||||||||||
White Mountains’s Common Shareholders’ Equity | ||||||||||||||||||||||||
(Millions) | Common shares and paid-in surplus | Retained earnings | AOCI, after tax | Total | Non-controlling interest | Total Equity | ||||||||||||||||||
Balance at January 1, 2014 | $ | 1,051.1 | $ | 2,801.8 | $ | 52.1 | $ | 3,905.0 | $ | 491.8 | $ | 4,396.8 | ||||||||||||
Net income (loss) | — | 191.0 | — | 191.0 | 4.0 | 195.0 | ||||||||||||||||||
Net change in unrealized gains from investments in unconsolidated affiliates | — | — | 69.4 | 69.4 | — | 69.4 | ||||||||||||||||||
Net change in foreign currency translation | — | — | (35.9 | ) | (35.9 | ) | — | (35.9 | ) | |||||||||||||||
Net change in pension liability and other accumulated comprehensive items | — | — | .2 | .2 | — | .2 | ||||||||||||||||||
Total comprehensive income (loss) | — | 191.0 | 33.7 | 224.7 | 4.0 | 228.7 | ||||||||||||||||||
Dividends declared on common shares | — | (6.2 | ) | — | (6.2 | ) | — | (6.2 | ) | |||||||||||||||
Dividends to non-controlling interests | — | — | — | — | (19.9 | ) | (19.9 | ) | ||||||||||||||||
Repurchases and retirements of common shares | (8.8 | ) | (21.5 | ) | — | (30.3 | ) | — | (30.3 | ) | ||||||||||||||
Issuances of common shares | 2.9 | — | — | 2.9 | — | 2.9 | ||||||||||||||||||
Net contributions from non-controlling interests | — | — | — | — | 26.6 | 26.6 | ||||||||||||||||||
Amortization of restricted share awards | 8.7 | — | — | 8.7 | .4 | 9.1 | ||||||||||||||||||
Balance at June 30, 2014 | $ | 1,053.9 | $ | 2,965.1 | $ | 85.8 | $ | 4,104.8 | $ | 502.9 | $ | 4,607.7 | ||||||||||||
See Notes to Consolidated Financial Statements
3
WHITE MOUNTAINS INSURANCE GROUP, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
Six Months Ended | ||||||||
June 30, | ||||||||
(Millions) | 2015 | 2014 | ||||||
Cash flows from operations: | ||||||||
Net income | $ | 80.4 | $ | 195.0 | ||||
Charges (credits) to reconcile net income to net cash used for operations: | ||||||||
Net realized and unrealized investment gains | (42.3 | ) | (177.7 | ) | ||||
Deferred income tax expense | 1.8 | 22.6 | ||||||
Net income from discontinued operations | (7.6 | ) | (2.1 | ) | ||||
Gain on sale of subsidiary - Hamer and Citation | (16.1 | ) | (.7 | ) | ||||
Amortization and depreciation | 45.0 | 32.5 | ||||||
Undistributed equity in earnings from unconsolidated affiliates, net of tax | (14.1 | ) | (26.3 | ) | ||||
Other operating items: | ||||||||
Net change in loss and loss adjustment expense reserves | (79.7 | ) | (39.7 | ) | ||||
Net change in reinsurance recoverable on paid and unpaid losses | 36.0 | 2.2 | ||||||
Net change in unearned insurance and reinsurance premiums | 170.4 | 191.0 | ||||||
Net change in variable annuity benefit guarantee liabilities | 1.1 | (21.0 | ) | |||||
Net change in variable annuity benefit guarantee derivative instruments | 20.6 | (5.6 | ) | |||||
Net change in deferred acquisition costs | (23.6 | ) | (16.5 | ) | ||||
Net change in funds held by ceding entities | (13.1 | ) | 17.3 | |||||
Net change in ceded unearned premiums | (82.6 | ) | (49.6 | ) | ||||
Net change in funds held under reinsurance treaties | 9.8 | (3.2 | ) | |||||
Net change in insurance and reinsurance premiums receivable | (177.8 | ) | (195.6 | ) | ||||
Net change in ceded reinsurance payable | 91.9 | 80.0 | ||||||
Net change in restricted cash | 2.8 | 28.3 | ||||||
Net change in other assets and liabilities, net | (45.9 | ) | (42.6 | ) | ||||
Net cash used for operations - continuing operations | (43.0 | ) | (11.7 | ) | ||||
Net cash provided from (used for) operations - discontinued operations | 7.3 | (30.7 | ) | |||||
Net cash used for operations | (35.7 | ) | (42.4 | ) | ||||
Cash flows from investing activities: | ||||||||
Net change in short-term investments | (17.1 | ) | 50.3 | |||||
Sales of fixed maturity and convertible fixed maturity investments | 2,076.2 | 2,340.9 | ||||||
Maturities, calls and paydowns of fixed maturity and convertible fixed maturity investments | 256.1 | 277.6 | ||||||
Sales of common equity securities | 576.6 | 127.6 | ||||||
Distributions and redemptions of other long-term investments | 56.1 | 26.9 | ||||||
Sales of consolidated and unconsolidated affiliates, net of cash sold | 24.0 | 12.8 | ||||||
Funding from (of) operational cash flows for discontinued operations | 7.3 | (30.7 | ) | |||||
Purchases of other long-term investments | (33.3 | ) | (17.7 | ) | ||||
Purchases of common equity securities | (541.2 | ) | (124.0 | ) | ||||
Purchases of fixed maturity and convertible fixed maturity investments | (2,469.7 | ) | (2,531.6 | ) | ||||
Purchases of consolidated and unconsolidated affiliates, net of cash acquired | (2.4 | ) | (32.2 | ) | ||||
Net change in unsettled investment purchases and sales | 88.4 | (57.8 | ) | |||||
Net dispositions (acquisitions) of property and equipment | 52.0 | (3.9 | ) | |||||
Net cash provided from investing activities - continuing operations | 73.0 | 38.2 | ||||||
Net cash (used for) provided from investing activities - discontinued operations | (7.3 | ) | 30.7 | |||||
Net cash provided from investing activities | 65.7 | 68.9 | ||||||
Cash flows from financing activities: | ||||||||
Draw down of debt and revolving line of credit | 19.5 | — | ||||||
Repayment of debt and revolving line of credit | (17.6 | ) | (.2 | ) | ||||
Payments on capital lease obligation | (2.8 | ) | (2.6 | ) | ||||
Cash dividends paid to the Company’s common shareholders | (6.0 | ) | (6.2 | ) | ||||
Cash dividends paid to OneBeacon Ltd.’s non-controlling common shareholders | (9.9 | ) | (9.9 | ) | ||||
Cash dividends paid on SIG Preference Shares | (9.4 | ) | (9.4 | ) | ||||
Common shares repurchased | (17.1 | ) | (25.7 | ) | ||||
OneBeacon Ltd. common shares repurchased and retired | (1.6 | ) | — | |||||
Capital contributions from non-controlling interest of consolidated LPs | — | 2.5 | ||||||
Distribution to non-controlling interest shareholders | (1.0 | ) | — | |||||
Redemptions paid to non-controlling interest of consolidated LPs | — | (4.9 | ) | |||||
Collateral provided by interest rate cap counterparties | (.6 | ) | (4.5 | ) | ||||
Acquisition of additional shares from non-controlling interest | (9.1 | ) | — | |||||
Capital contributions from BAM members | 11.5 | 7.7 | ||||||
Net cash used for financing activities - continuing operations | (44.1 | ) | (53.2 | ) | ||||
Net cash (used for) provided from financing activities - discontinued operations | — | — | ||||||
Net cash used for financing activities | (44.1 | ) | (53.2 | ) | ||||
Effect of exchange rate changes on cash | (2.1 | ) | 3.2 | |||||
Net change in cash during the period | (16.2 | ) | (23.5 | ) | ||||
Cash balances at beginning of period (excludes restricted cash balances of $23.7 and $56.1) | 349.5 | 326.7 | ||||||
Cash balances at end of period (excludes restricted cash balances of $20.9 and $27.8) | $ | 333.3 | $ | 303.2 | ||||
Supplemental cash flows information: | ||||||||
Interest paid | $ | (21.8 | ) | $ | (19.1 | ) | ||
Net income tax (payment to) refund from national governments | $ | (17.1 | ) | $ | 1.6 | |||
See Notes to Consolidated Financial Statements
4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1. Summary of Significant Accounting Policies
Basis of Presentation
These interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of White Mountains Insurance Group, Ltd. (the “Company” or the “Registrant”), its subsidiaries (collectively, with the Company, “White Mountains”) and other entities required to be consolidated under GAAP. The Company is an exempted Bermuda limited liability company whose principal businesses are conducted through its insurance and reinsurance subsidiaries and affiliates. The Company’s headquarters is located at 14 Wesley Street, Hamilton, Bermuda HM 11, its principal executive office is located at 80 South Main Street, Hanover, New Hampshire 03755-2053 and its registered office is located at Clarendon House, 2 Church Street, Hamilton, Bermuda HM 11. White Mountains’s reportable segments are OneBeacon, Sirius Group, HG Global/BAM and Other Operations.
The OneBeacon segment consists of OneBeacon Insurance Group, Ltd. (“OneBeacon Ltd.”), an exempted Bermuda limited liability company that owns a family of property and casualty insurance companies (collectively, “OneBeacon”). OneBeacon is a specialty property and casualty insurance writer that offers a wide range of insurance products in the United States through independent agencies, regional and national brokers, wholesalers and managing general agencies. During the third quarter of 2013, OneBeacon formed Split Rock Insurance, Ltd. (“Split Rock”), a Bermuda-based reinsurance company. As of June 30, 2015 and December 31, 2014, White Mountains owned 75.3% of OneBeacon Ltd.’s outstanding common shares for both periods.
In December 2014, OneBeacon completed the sale of its runoff business (the “Runoff Transaction”). Accordingly, OneBeacon’s runoff business is presented as discontinued operations. (See Note 17 - “Discontinued Operations”). In the second quarter of 2015, OneBeacon completed the sale of its building in Canton, MA for $58.0 million. The building was presented as held for sale at December 31, 2014.
The Sirius Group segment consists of Sirius International Insurance Group, Ltd., an exempted Bermuda limited liability company, and its subsidiaries (collectively, “Sirius Group”). Sirius Group provides insurance and reinsurance products for property, accident and health, aviation and space, trade credit, marine, agriculture and certain other exposures on a worldwide basis through its primary subsidiaries, Sirius International Insurance Corporation (“Sirius International”), Sirius America Insurance Company (“Sirius America”) and Lloyds Syndicate 1945 (“Syndicate 1945”). Sirius Group also specializes in the acquisition and management of runoff insurance and reinsurance companies both in the United States and internationally through its White Mountains Solutions division (“WM Solutions”). On July 27, 2015, White Mountains announced it signed a definitive agreement to sell Sirius Group to CM International Holding PTE Ltd., the Singapore-based investment arm of China Minsheng Investment Corp., Ltd. (“CMI”). The purchase price will be paid in cash in an amount equal to 127.3% of Sirius’s closing date tangible common shareholder’s equity plus $10.0 million. Based on Sirius's tangible common shareholder's equity at December 31, 2014, the purchase price would be $2.2 billion. (See Note 19 - “Subsequent Events”).
The HG Global/BAM segment consists of HG Global Ltd. (“HG Global”) and the consolidated results of Build America Mutual Assurance Company (“BAM”). BAM is a municipal bond insurer domiciled in New York that was established in 2012 to provide insurance on bonds issued to support essential U.S. public purposes such as schools, utilities, core governmental functions and existing transportation facilities. HG Global, together with its subsidiaries, provided the initial capitalization of BAM through the purchase of $503.0 million of surplus notes issued by BAM (the “BAM Surplus Notes”). HG Global, through its wholly-owned subsidiary, HG Re Ltd. (“HG Re”), also provides 15%-of-par, first loss reinsurance protection for policies underwritten by BAM. As of both June 30, 2015 and December 31, 2014, White Mountains owned 96.9% of HG Global's preferred equity and 88.4% of its common equity. White Mountains does not have an ownership interest in BAM, which is a mutual insurance company owned by its members. However, GAAP requires White Mountains to consolidate BAM's results in its financial statements. BAM's results are attributed to non-controlling interests.
5
White Mountains’s Other Operations segment consists of the Company and its intermediate holding companies, its wholly-owned investment management subsidiary, White Mountains Advisors LLC (“WM Advisors”), White Mountains’s variable annuity reinsurance business, White Mountains Life Reinsurance (Bermuda) Ltd. (“Life Re Bermuda”), which is in runoff with all of its contracts maturing by June 30, 2016, and its U.S.-based service provider, White Mountains Financial Services LLC (collectively, “WM Life Re”), and White Mountains’s ownership positions in Tranzact Holdings, LLC, Wobi Insurance Agency Ltd. (“Wobi”) and QL Holdings, LLC (together with its subsidiaries “MediaAlpha”). The Other Operations segment also includes Star & Shield Services LLC, Star & Shield Risk Management LLC (“SSRM”), and Star & Shield Claims Services LLC (collectively “Star & Shield”). Star & Shield provides management services for a fee to Star & Shield Insurance Exchange (“SSIE”), a reciprocal that is owned by its members, who are policyholders. As of June 30, 2015, White Mountains holds $20.0 million of surplus notes issued by SSIE (the “SSIE Surplus Notes”) but does not have an ownership interest in SSIE. However, as a result of SSRM’s role as the attorney-in-fact to SSIE and the investment in SSIE’s surplus notes, White Mountains is required to consolidate SSIE in its GAAP financial statements. SSIE’s results do not affect White Mountains’s common shareholders’ equity as they are attributable to non-controlling interests.
All significant intercompany transactions have been eliminated in consolidation. Certain amounts in the prior period financial statements have been reclassified to conform to the current presentation. These interim financial statements include all adjustments considered necessary by management to fairly present the financial position, results of operations and cash flows of White Mountains. These interim financial statements may not be indicative of financial results for the full year and should be read in conjunction with the Company’s 2014 Annual Report on Form 10-K.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Refer to the Company’s 2014 Annual Report on Form 10-K for a complete discussion regarding White Mountains’s significant accounting policies.
Recently Adopted Changes in Accounting Principles
Qualified Affordable Housing Projects
Effective January 1, 2015, White Mountains adopted ASU 2014-01, Accounting for Investments in Qualified Affordable Housing Projects (“QAHP”) (ASC 323). ASU 2014-01 allows investors in QAHP to make a policy election to use the proportional amortization method. Under the proportional amortization method, the investor amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the investment results, net of the related tax benefits, as a component of income tax expense. Prior to adoption, White Mountains accounted for its QAHP investment under the equity method and recognized its share of its QAHP investment's losses in investment income. White Mountains made the policy election to account for its investment in its QAHP investment using the proportional amortization method, applied retrospectively. Under the proportional amortization method, the cumulative loss recognized through December 31, 2014 and December 31, 2013 was $0.9 million and $0.5 million. The retrospective adoption resulted in an increase of $0.5 million and $0.9 million to net investment income and a net increase of $0.6 million and $1.2 million to income tax expense for the three and six months ended June 30, 2014. Footnote disclosures for prior year amounts have been amended to be consistent with the restated amounts described above.
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity
On April 10, 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (ASC 205 and ASC 360) to reduce diversity in practice for reporting discontinued operations. ASU 2014-08 limits discontinued operations treatment to disposals that represent a strategic shift and that have a major effect on a reporting entity’s operations and financial results to be reported as discontinued operations. The revised guidance also requires expanded disclosure in the financial statements for discontinued operations as well as for disposals of significant components of an entity that do not qualify for discontinued operations presentation. White Mountains has not had any transactions that occurred since ASU 2014-08 became effective on December 15, 2014.
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Pushdown Accounting
ASU 2014-17, Pushdown Accounting, a consensus of the FASB Emerging Issues Task Force (ASC 805) became effective upon its issuance on November 18, 2014. The new guidance, which is applicable prospectively, gives an acquired non-public company the option to apply pushdown accounting in its separate company financial statements in the period in which it is acquired in a change of control transaction. Once pushdown accounting has been applied, the election is irreversible. Acquired entities that chose not to apply pushdown accounting at the time of acquisition, may apply pushdown accounting in a subsequent period as a change in accounting principle under ASC 250, Accounting Changes and Error Corrections. White Mountains has not had any acquisitions since AUS 2014-17 became effective.
Unrecognized Tax Benefits
Effective January 1, 2014, White Mountains adopted ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (ASC 740). The new ASU requires balance sheet presentation of an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss (“NOL”) carryforward or tax credit carryforward rather than as a liability. The exception is in circumstances where a carryforward is not available to settle the additional taxes that might arise upon disallowance of the tax position under the tax law of the applicable jurisdiction. Prior to the issuance of ASU 2013-11, the guidance for unrecognized tax benefits under ASC 740 did not provide explicit guidance on whether an entity should present an unrecognized tax benefit as a liability or as a reduction of NOL carryforwards or other tax credits. In circumstances where an NOL carryforward is not available to offset settlement of any additional taxes arising from a disallowed tax position, the unrecognized tax benefit should be presented as a liability. The new guidance became effective for White Mountains on January 1, 2014. Adoption did not have any impact on White Mountains's financial condition, results of operations or cash flows or financial statement presentation.
Recently Issued Accounting Pronouncements
Short-Duration Contracts
On May 21, 2015, the FASB issued ASU 2015-09, Disclosures about Short Duration Contracts (ASC 944) which requires expanded footnote disclosures about loss and loss adjustment expense (“LAE”) reserves. Under the new guidance, some disclosures currently presented outside of White Mountains’s financial statements, such as loss development tables and a reconciliation of loss development data to the loss and LAE reserves reflected on the balance sheet, will become part of the financial statement footnotes. In addition, the loss development tables required to be presented under the new ASU must be presented on a disaggregated basis by accident year rather than by reporting year as currently presented. Some of the expanded disclosures are new requirements, such as the disclosure of reserves for losses incurred but not reported (“IBNR”) plus expected development on reported claims, which must be presented by accident year on a disaggregated basis. The new guidance also requires new disclosures about claim frequency data together with descriptions of the approach used to measure that data. Qualitative descriptions of methodologies and assumptions used to develop IBNR estimates must be presented together with the disaggregated amounts of IBNR to which they relate, along with a discussion of any significant changes in methodology and assumptions and the related effect upon the loss reserves. The new guidance will be effective for annual periods beginning after December 15, 2015 and interim periods within annual periods beginning after December 15, 2016 with retrospective restatement of prior periods required. White Mountains will modify its financial statement footnote disclosures to conform to the requirements of ASU 2015-09 upon adoption, including revisions to prior year’s disclosures.
Fair Value Measurements
On May 1, 2015, the FASB issued ASU 2015-07, Fair Value Measurement - Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) (ASC 820) which eliminates the requirement to disclose the fair value hierarchy level for investments for which fair value is measured at net asset value using the practical expedient in ASC 820. White Mountains measures the fair value of its investments in hedge funds and private equity funds using this practical expedient and has classified those measurements within Level 3 of the fair value hierarchy. The new guidance is effective for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years.
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Debt Issuance Costs
On April 7, 2015, the FASB issued ASU 2015-03, Imputation of Interest (ASC 835) which requires debt issuance costs related to a recognized debt liability to be presented as a deduction from the carrying amount of the related debt, consistent with the treatment required for debt discounts. ASU 2015-03 is effective for annual and interim reporting periods beginning after December 15, 2015. White Mountains does not expect ASU 2015-03 to impact its financial position, results of operations, cash flows, presentation and disclosures.
Amendments to Consolidation Analysis
On February 18, 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis (ASC 810) which amends the guidance for determining whether an entity is a variable interest entity (“VIE”). ASU 2015-02 eliminates the separate consolidation guidance for limited partnerships and with it, the presumption that a general partner should consolidate a limited partnership. In addition, ASU 2015-02 changes the guidance for determining if fee arrangements qualify as variable interests and the effect fee arrangements have on the determination of the primary beneficiary. ASU 2015-02 is effective for annual and interim reporting periods beginning after December 15, 2015 and must be applied retrospectively. White Mountains does not expect ASU 2015-02 to affect the consolidation analysis for any of its existing investments.
Share-Based Compensation Awards
On June 19, 2014, the FASB issued ASU 2014-12, Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (ASC 718). The new guidance is intended to eliminate diversity in practice for employee share-based awards containing performance targets that could be achieved after the requisite service period. Some reporting entities account for performance targets that can be achieved after the requisite service period as performance conditions that affect the vesting of the award while other reporting entities treat those performance targets as non-vesting conditions that affect the grant-date fair value of the award. The updated guidance requires that a performance target that affects vesting and that can be achieved after the requisite service period be treated as a performance condition. Compensation cost should be recognized in the period it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which service has been rendered. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. White Mountains does not expect adoption to have a significant effect on its financial position, results of operations, cash flows, presentation or disclosures.
Revenue Recognition
On May 28, 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASC 606), which modifies the guidance for revenue recognition. The scope of the new ASU excludes insurance contracts but is applicable to certain fee arrangements, such as third-party investment management fees charged by White Mountains Advisors, which were $2.0 million and $4.0 million for the three and six months ended June 30, 2015 and $3.0 million and $6.0 million for the three and six months ended June 30, 2014. White Mountains is in the process of evaluating the new guidance and has not yet determined the potential effect of adoption on its financial position, results of operations, or cash flows. ASU 2014-09 is effective for annual and interim reporting periods beginning after December 15, 2016.
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Note 2. Significant Transactions
PassportCard
On April 2, 2015, White Mountains closed on its 50/50 joint venture with DavidShield Life Insurance Agency (2000) Ltd. (“DavidShield”) for the development, marketing and distribution of PassportCard travel insurance (“PassportCard”), with White Mountains and DavidShield each contributing $21.0 million of assets to the newly formed entity, PPCI Global Ltd.
OneTitle
On April 22, 2015, White Mountains agreed to provide up to $13.0 million to OneTitle National Guaranty Company, Inc. (“OneTitle”) and will take a minority stake in the company. OneTitle is a licensed New York title insurance underwriter that works directly with attorneys, lenders, developers and homeowners. The transaction will close subject to regulatory approval.
Tranzact
On October 10, 2014, White Mountains acquired majority ownership of Tranzact, a leading provider of end-to-end, performance-driven customer acquisition solutions to the insurance sector. White Mountains acquired 63.2% of Tranzact for a purchase price of $177.7 million, representing an enterprise value of $281.2 million. Immediately following the closing, Tranzact completed a recapitalization that allowed for the return of $44.2 million in capital to White Mountains. As of the acquisition date, White Mountains recognized total assets acquired related to Tranzact of $332.8 million, including $41.4 million of tangible assets, $145.1 million of goodwill, and $146.3 million of other intangible assets; and total liabilities assumed of $108.7 million at their estimated fair values.
MediaAlpha
On March 14, 2014, White Mountains acquired 60% of the outstanding Class A common units of MediaAlpha. MediaAlpha is a California-based advertising technology company offering a transparent online exchange and sophisticated analytical tools that facilitate transactions between buyers (advertisers) and sellers (publishers) of insurance media (clicks and calls), including its own media inventory generated by owned and operated websites. Its exchange operates in four verticals: auto, home, health and life. White Mountains paid an initial purchase price of $28.1 million. The purchase price is subject to adjustment equal to 62.5% of the 2015 gross profit in excess of the 2013 gross profit. As of June 30, 2015 and December 31, 2014, White Mountains has recognized a $7.9 million liability for the contingent purchase price adjustment. After adjustment for the estimated contingent purchase price adjustment, White Mountains recognized total assets acquired related to MediaAlpha of $70.1 million, including $18.3 million of goodwill and $38.5 million of other intangible assets, and total liabilities assumed of $10.0 million, reflecting acquisition date fair values.
Wobi
On February 19, 2014, White Mountains acquired 54% of the outstanding common shares of Wobi for NIS 14.4 million (approximately $4.1 million based upon the foreign exchange spot rate at the date of acquisition). During 2014, in addition to the common shares, White Mountains also purchased NIS 31.5 million (approximately $8.5 million) of newly-issued convertible preferred shares of Wobi. Wobi is the only price comparison/aggregation business in Israel, with an insurance carrier panel that represents 85% of the premiums written in the Israeli insurance market. Wobi sells four insurance lines of business, primarily personal auto, and operates as an agency, charging upfront commissions on all insurance policy sales. Wobi also offers a pension products comparison service for Israeli customers and is paid transaction fees when customers use the service to connect to companies that sell those pension products. As of the acquisition date, White Mountains recognized total assets acquired related to Wobi of $13.4 million, including $5.5 million of goodwill and $2.9 million of other intangible assets; and total liabilities assumed of $0.7 million at their estimated fair values. During the second quarter of 2015, White Mountains increased its ownership interest in Wobi through the purchase of shares from a non-controlling interest shareholder for NIS 35.0 million (approximately $9.1 million) and newly-issued convertible preferred shares for NIS 25.0 million (approximately $6.6 million). As of June 30, 2015, White Mountains’s ownership share was 95.3% on a fully converted basis.
On February 23, 2015, Wobi acquired 56.2% of the outstanding share capital of Tnuva Finansit Ltd. (“Cashboard”) for NIS 9.5 million (approximately $2.4 million). The acquisition of Cashboard accelerated Wobi's development of its pension products comparison service. As of the acquisition date, Wobi recognized total assets acquired of $5.5 million, including $0.3 million of goodwill and $2.8 million of other intangible assets; and total liabilities assumed of $1.2 million at their estimated fair values. During the second quarter of 2015, Wobi purchased newly issued common shares of Cashboard for NIS 10.0 million (approximately $2.6 million), which increased its ownership interest in Cashboard to 68.3%.
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Star & Shield
On January 31, 2014, White Mountains acquired certain assets and liabilities of Star & Shield Holdings LLC, including SSRM, the attorney-in-fact for SSIE, for a purchase price of $1.8 million.
White Mountains owns $20.0 million of surplus notes issued by SSIE. Principal and interest on the surplus notes are payable to White Mountains only with approval from the Florida Office of Insurance Regulation.
SSIE is a Florida-domiciled reciprocal insurance exchange providing private passenger auto insurance to the public safety community and their families. SSIE is a variable interest entity (“VIE”). As a result of SSRM’s role as the attorney-in-fact to SSIE and the investment in SSIE’s surplus notes, White Mountains is required to consolidate SSIE. At June 30, 2015 and December 31, 2014, consolidated amounts included total assets of $13.4 million and $13.5 million and total liabilities of $27.8 million and $25.9 million, respectively of SSIE. The surplus notes purchased by White Mountains and the corresponding liability included in SSIE's liabilities are eliminated in consolidation. For the three months ended June 30, 2015 and 2014, SSIE had pre-tax losses of $0.8 million and $5.2 million that were recorded in net loss attributable to non-controlling interests. For the six months ended June 30, 2015 and 2014, SSIE had pre-tax losses of $1.9 million and $9.7 million that were recorded in net loss attributable to non-controlling interests.
Note 3. Loss and Loss Adjustment Expense Reserves
The following table summarizes the loss and loss adjustment expense (“LAE”) reserve activities of White Mountains’s insurance and reinsurance subsidiaries for the three and six months ended June 30, 2015 and 2014:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
Millions | 2015 | 2014 | 2015 | 2014 | ||||||||||||
Gross beginning balance | $ | 3,035.0 | $ | 3,048.4 | $ | 3,159.8 | $ | 3,079.3 | ||||||||
Less beginning reinsurance recoverable on unpaid losses | (436.9 | ) | (425.2 | ) | (483.9 | ) | (428.1 | ) | ||||||||
Net loss and LAE reserves | 2,598.1 | 2,623.2 | 2,675.9 | 2,651.2 | ||||||||||||
Loss and LAE reserves consolidated — SSIE | — | — | — | 13.6 | ||||||||||||
Loss and LAE incurred relating to: | ||||||||||||||||
Current year losses | 300.0 | 278.4 | 566.8 | 518.9 | ||||||||||||
Prior year losses | (11.7 | ) | 4.3 | (13.1 | ) | (6.9 | ) | |||||||||
Total incurred losses and LAE | 288.3 | 282.7 | 553.7 | 512.0 | ||||||||||||
Foreign currency translation adjustment to loss and LAE reserves | 7.5 | (.5 | ) | (14.9 | ) | 1.3 | ||||||||||
Loss and LAE paid relating to: | ||||||||||||||||
Current year losses | (72.9 | ) | (65.8 | ) | (113.5 | ) | (100.8 | ) | ||||||||
Prior year losses | (216.7 | ) | (219.5 | ) | (496.9 | ) | (457.2 | ) | ||||||||
Total loss and LAE payments | (289.6 | ) | (285.3 | ) | (610.4 | ) | (558.0 | ) | ||||||||
Net ending balance | 2,604.3 | 2,620.1 | 2,604.3 | 2,620.1 | ||||||||||||
Plus ending reinsurance recoverable on unpaid losses | 427.5 | 433.2 | 427.5 | 433.2 | ||||||||||||
Gross ending balance | $ | 3,031.8 | $ | 3,053.3 | $ | 3,031.8 | $ | 3,053.3 | ||||||||
Loss and LAE incurred relating to prior year losses for the three and six months ended June 30, 2015
For the three and six months ended June 30, 2015, White Mountains experienced net favorable loss reserve development of $11.7 million and $13.1 million.
For the three and six months ended June 30, 2015, Sirius Group had net favorable loss reserve development of $11.4 million, and $10.9 million primarily due to reductions in reserves for prior year catastrophes and run-off casualty business. During the three months ended June 30, 2015, OneBeacon experienced no net loss and LAE reserve development. For the six months ended June 30, 2015, OneBeacon had net favorable loss reserve development of $1.8 million. For the three and six months ended June 30, 2015, SSIE had net favorable loss reserve development of $0.3 million and $0.4 million.
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Loss and LAE incurred relating to prior year losses for the three and six months ended June 30, 2014
For the three and six months ended June 30, 2014, White Mountains experienced net unfavorable loss reserve development of $4.3 million and net favorable loss reserve development of $6.9 million.
For the three and six months ended June 30, 2014, OneBeacon had net unfavorable loss reserve development of $8.4 million and $7.0 million primarily related to a few large losses in OneBeacon Other Professional Lines and Management Liability, as well as OneBeacon Entertainment, OneBeacon Government Risks and OneBeacon Accident Group, partially offset by favorable loss reserve development in OneBeacon Specialty Property. For the three and six months ended June 30, 2014, Sirius Group had net favorable loss reserve development of $6.3 million and $16.1 million primarily due to decreases in property loss reserves, including reductions for prior period catastrophe losses. For both the three and six months ended June 30, 2014, SSIE had net unfavorable loss reserve development of $2.2 million.
Note 4. Third Party Reinsurance
In the normal course of business, White Mountains’s insurance and reinsurance subsidiaries may seek to limit losses that may arise from catastrophes or other events by reinsuring with third party reinsurers. White Mountains remains liable for risks reinsured in the event that the reinsurer does not honor its obligations under reinsurance contracts.
OneBeacon
At June 30, 2015, OneBeacon had $20.9 million and $147.1 million of reinsurance recoverables on paid and unpaid losses. At December 31, 2014, OneBeacon had $12.2 million and $161.6 million of reinsurance recoverables on paid and unpaid losses. The reinsurance balances associated with the Runoff Business are included in discontinued operations. (See Note 17 - “Discontinued Operations”). Reinsurance contracts do not relieve OneBeacon of its obligation to its policyholders. OneBeacon is selective with its reinsurers, placing reinsurance with only those reinsurers having a strong financial condition. OneBeacon monitors the financial strength and ratings of its reinsurers on an ongoing basis. Uncollectible amounts related to the ongoing specialty business historically have not been significant.
Except as discussed below, there have been no material changes to OneBeacon's reinsurance coverage as discussed in Note 4 —“Reinsurance” in White Mountains’s 2014 Annual Report on Form 10-K.
Effective January 1, 2015, OneBeacon purchased an aggregate stop loss on its multiple peril crop insurance (“MPCI”) portfolio, providing 52.0% coverage in excess of a 98.0% loss ratio on premiums covered by the contract and a separate aggregate stop loss providing 80% coverage in excess of a 100% loss ratio on its crop-hail portfolio. OneBeacon also purchased a new quota share contract on 30% of its MPCI portfolio.
Effective May 1, 2015, OneBeacon renewed its property catastrophe reinsurance program through April 30, 2016. The program provides coverage for OneBeacon's property business as well as certain acts of terrorism. Under the program, the first $20.0 million of losses resulting from any single catastrophe are retained, and 95.0% of the next $10.0 million of losses and 100.0% of the next $100.0 million of losses resulting from the catastrophe are reinsured. The part of the catastrophe loss in excess of $130.0 million would be retained in full. In the event of a catastrophe, OneBeacon's property catastrophe reinsurance program is reinstated for the remainder of the original contract term by paying a reinstatement premium that is based on the percentage of coverage reinstated and the original property catastrophe coverage premium.
Also effective May 1, 2015, OneBeacon lowered its retention on its property-per-risk reinsurance program from $5.0 million to $3.0 million.
Effective June 1, 2015, OneBeacon lowered its retentions on certain casualty and healthcare treaties from $5.0 million to $3.0 million.
Sirius Group
At June 30, 2015, Sirius Group had $10.8 million and $280.3 million of reinsurance recoverables on paid and unpaid losses that will become recoverable if claims are paid in accordance with current reserve estimates. At December 31, 2014, Sirius Group had $11.4 million and $322.2 million of reinsurance recoverables on paid and unpaid losses. Because retrocessional reinsurance contracts do not relieve Sirius Group of its obligation to its insureds, the collectability of balances due from Sirius Group’s reinsurers is important to its financial strength. Sirius Group monitors the financial strength and ratings of retrocessionaires on an ongoing basis. Uncollectible amounts historically have not been significant.
In connection with the sale of Sirius Group, White Mountains caused Sirius Group to purchase several industry loss warranty (“ILW”) contracts to augment its overall retrocessional program in order to reduce the risk of loss from major catastrophes subsequent to the signing of the definitive agreement to sell Sirius Group. (See Note 19 - “Subsequent Events”).
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Note 5. Investment Securities
White Mountains’s invested assets consist of securities and other long-term investments held for general investment purposes. The portfolio of investment securities includes fixed maturity investments, short-term investments, common equity securities, and convertible fixed maturity and preferred investments which are all classified as trading securities. Trading securities are reported at fair value as of the balance sheet date. Realized and unrealized investment gains and losses on trading securities are reported in pre-tax revenues.
Income on mortgage-backed and asset-backed securities is recognized using an effective yield based on anticipated prepayments and the estimated economic life of the securities. When actual prepayments differ significantly from anticipated prepayments, the estimated economic life is recalculated and the remaining unamortized premium or discount is amortized prospectively over the remaining economic life.
Realized investment gains and losses resulting from sales of investment securities are accounted for using the specific identification method. Premiums and discounts on all fixed maturity investments are amortized or accreted to income over the anticipated life of the investment. Short-term investments consist of money market funds, certificates of deposit and other securities which, at the time of purchase, mature or become available for use within one year. Short-term investments are carried at amortized or accreted cost, which approximated fair value as of June 30, 2015 and December 31, 2014.
Other long-term investments consist primarily of hedge funds, private equity funds, surplus note investments, private equity securities and limited liability companies and other investments in limited partnerships.
Net Investment Income
Pre-tax net investment income for the three and six months ended June 30, 2015 and 2014 consisted of the following:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
Millions | 2015 | 2014 | 2015 | 2014 | ||||||||||||
Investment income: | ||||||||||||||||
Fixed maturity investments | $ | 23.4 | $ | 25.6 | $ | 46.5 | $ | 48.0 | ||||||||
Short-term investments | .7 | .6 | 1.3 | 1.2 | ||||||||||||
Common equity securities | 3.3 | 5.5 | 6.7 | 10.9 | ||||||||||||
Convertible fixed maturity and preferred investments | .1 | .8 | .3 | 1.2 | ||||||||||||
Other long-term investments | .9 | 1.9 | .8 | 2.6 | ||||||||||||
Interest on funds held under reinsurance treaties | — | — | (.1 | ) | — | |||||||||||
Total investment income | 28.4 | 34.4 | 55.5 | 63.9 | ||||||||||||
Third-party investment expenses | (4.6 | ) | (4.8 | ) | (8.4 | ) | (9.6 | ) | ||||||||
Net investment income, pre-tax | $ | 23.8 | $ | 29.6 | $ | 47.1 | $ | 54.3 | ||||||||
Net Realized and Unrealized Investment Gains and Losses
Net realized and unrealized investment gains and losses for the three and six months ended June 30, 2015 and 2014 consisted of the following:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
Millions | 2015 | 2014 | 2015 | 2014 | ||||||||||||
Net realized investment gains, pre-tax | $ | 112.9 | $ | 30.5 | $ | 165.7 | $ | 52.2 | ||||||||
Net unrealized investment (losses) gains, pre-tax | (174.0 | ) | 83.4 | (123.4 | ) | 125.5 | ||||||||||
Net realized and unrealized investment (losses) gains, pre-tax | (61.1 | ) | 113.9 | 42.3 | 177.7 | |||||||||||
Income tax benefit (expense) attributable to net realized and unrealized investment gains (losses) | 16.5 | (23.0 | ) | (9.8 | ) | (38.7 | ) | |||||||||
Net realized and unrealized investment (losses) gains, after tax | $ | (44.6 | ) | $ | 90.9 | $ | 32.5 | $ | 139.0 | |||||||
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Net realized investment gains (losses)
Net realized investment gains (losses) for the three and six months ended June 30, 2015 and 2014 consisted of the following:
Three Months Ended | Three Months Ended | |||||||||||||||||||||||
June 30, 2015 | June 30, 2014 | |||||||||||||||||||||||
Millions | Net realized gains (losses) | Net foreign currency gains | Total net realized gains (losses) reflected in earnings | Net realized gains | Net foreign currency gains | Total net realized gains reflected in earnings | ||||||||||||||||||
Fixed maturity investments | $ | 2.7 | $ | 14.3 | $ | 17.0 | $ | 5.7 | $ | 3.0 | $ | 8.7 | ||||||||||||
Short-term investments | — | 5.7 | 5.7 | — | — | — | ||||||||||||||||||
Common equity securities | 65.9 | 7.2 | 73.1 | 19.4 | — | 19.4 | ||||||||||||||||||
Convertible fixed maturity and preferred investments | .6 | — | .6 | 1.5 | — | 1.5 | ||||||||||||||||||
Other long-term investments | 16.9 | — | 16.9 | .6 | .3 | .9 | ||||||||||||||||||
Forward contracts | (.4 | ) | — | (.4 | ) | — | — | — | ||||||||||||||||
Net realized investment gains, pre-tax | 85.7 | 27.2 | 112.9 | 27.2 | 3.3 | 30.5 | ||||||||||||||||||
Income tax (expense) attributable to net realized investment gains | (24.6 | ) | (6.4 | ) | (31.0 | ) | (5.3 | ) | (1.0 | ) | (6.3 | ) | ||||||||||||
Net realized investment gains, after tax | $ | 61.1 | $ | 20.8 | $ | 81.9 | $ | 21.9 | $ | 2.3 | $ | 24.2 | ||||||||||||
Six Months Ended | Six Months Ended | |||||||||||||||||||||||
June 30, 2015 | June 30, 2014 | |||||||||||||||||||||||
Millions | Net realized gains (losses) | Net foreign currency gains | Total net realized gains (losses) reflected in earnings | Net realized gains (losses) | Net foreign currency (losses) gains | Total net realized gains (losses) reflected in earnings | ||||||||||||||||||
Fixed maturity investments | $ | 12.4 | $ | 35.5 | $ | 47.9 | $ | 10.1 | $ | (.5 | ) | $ | 9.6 | |||||||||||
Short-term investments | — | 9.3 | 9.3 | — | — | — | ||||||||||||||||||
Common equity securities | 90.3 | 8.3 | 98.6 | 38.3 | (.1 | ) | 38.2 | |||||||||||||||||
Convertible fixed maturity and preferred investments | (3.6 | ) | — | (3.6 | ) | 3.9 | — | 3.9 | ||||||||||||||||
Other long-term investments | 12.8 | 1.1 | 13.9 | .3 | .3 | .6 | ||||||||||||||||||
Forward contracts | (.4 | ) | — | (.4 | ) | (.1 | ) | — | (.1 | ) | ||||||||||||||
Net realized investment gains (losses), pre-tax | 111.5 | 54.2 | 165.7 | 52.5 | (.3 | ) | 52.2 | |||||||||||||||||
Income tax (expense) attributable to net realized investment gains (losses) | (31.1 | ) | (13.1 | ) | (44.2 | ) | (9.9 | ) | (.1 | ) | (10.0 | ) | ||||||||||||
Net realized investment gains (losses), after tax | $ | 80.4 | $ | 41.1 | $ | 121.5 | $ | 42.6 | $ | (.4 | ) | $ | 42.2 | |||||||||||
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Net unrealized investment gains (losses)
The following table summarizes net unrealized investment gains (losses) for the three and six months ended June 30, 2015 and 2014:
Three Months Ended | Three Months Ended | |||||||||||||||||||||||
June 30, 2015 | June 30, 2014 | |||||||||||||||||||||||
Millions | Net unrealized (losses) | Net foreign currency (losses) gains | Total net unrealized (losses) reflected in earnings | Net unrealized gains (losses) | Net foreign currency gains | Total net unrealized gains (losses) reflected in earnings | ||||||||||||||||||
Fixed maturity investments | $ | (34.7 | ) | $ | (39.0 | ) | $ | (73.7 | ) | $ | 24.9 | $ | 28.2 | $ | 53.1 | |||||||||
Short-term investments | — | — | — | — | — | — | ||||||||||||||||||
Common equity securities | (63.9 | ) | (8.2 | ) | (72.1 | ) | 21.0 | 1.4 | 22.4 | |||||||||||||||
Convertible fixed maturity and preferred investments | — | (.1 | ) | (.1 | ) | (2.4 | ) | .3 | (2.1 | ) | ||||||||||||||
Other long-term investments | (29.1 | ) | 1.0 | (28.1 | ) | 8.7 | 1.3 | 10.0 | ||||||||||||||||
Forward contracts | — | — | — | — | — | — | ||||||||||||||||||
Net unrealized investment (losses) gains, pre-tax | (127.7 | ) | (46.3 | ) | (174.0 | ) | 52.2 | 31.2 | 83.4 | |||||||||||||||
Income tax benefit (expense) attributable to net unrealized investment (losses) gains | 36.0 | 11.5 | 47.5 | (9.8 | ) | (6.9 | ) | (16.7 | ) | |||||||||||||||
Net unrealized investment (losses) gains, after tax | $ | (91.7 | ) | $ | (34.8 | ) | $ | (126.5 | ) | $ | 42.4 | $ | 24.3 | $ | 66.7 | |||||||||
Six Months Ended | Six Months Ended | |||||||||||||||||||||||
June 30, 2015 | June 30, 2014 | |||||||||||||||||||||||
Millions | Net unrealized (losses) gains | Net foreign currency gains (losses) | Total net unrealized (losses) gains reflected in earnings | Net unrealized gains (losses) | Net foreign currency gains | Total net unrealized gains (losses) reflected in earnings | ||||||||||||||||||
Fixed maturity investments | $ | (22.6 | ) | $ | 1.2 | $ | (21.4 | ) | $ | 44.3 | $ | 40.4 | $ | 84.7 | ||||||||||
Short-term investments | — | — | — | — | — | — | ||||||||||||||||||
Common equity securities | (68.1 | ) | (7.5 | ) | (75.6 | ) | 25.0 | 1.9 | 26.9 | |||||||||||||||
Convertible fixed maturity and preferred investments | .7 | — | .7 | (1.7 | ) | .3 | (1.4 | ) | ||||||||||||||||
Other long-term investments | (28.2 | ) | 1.1 | (27.1 | ) | 13.6 | 1.7 | 15.3 | ||||||||||||||||
Forward contracts | — | — | — | — | — | — | ||||||||||||||||||
Net unrealized investment (losses) gains, pre-tax | (118.2 | ) | (5.2 | ) | (123.4 | ) | 81.2 | 44.3 | 125.5 | |||||||||||||||
Income tax benefit (expense) attributable to net unrealized investment (losses) gains | 33.2 | 1.2 | 34.4 | (18.9 | ) | (9.8 | ) | (28.7 | ) | |||||||||||||||
Net unrealized investment (losses) gains, after tax | $ | (85.0 | ) | $ | (4.0 | ) | $ | (89.0 | ) | $ | 62.3 | $ | 34.5 | $ | 96.8 | |||||||||
14
The following table summarizes the amount of total pre-tax unrealized investment (losses) gains included in earnings for Level 3 investments for the three and six months ended June 30, 2015 and 2014:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
Millions | 2015 | 2014 | 2015 | 2014 | ||||||||||||
Fixed maturity investments | $ | .3 | $ | .2 | $ | (.4 | ) | $ | .4 | |||||||
Common equity securities | 4.9 | 2.0 | 3.1 | 2.8 | ||||||||||||
Convertible fixed maturity and preferred investments | .7 | 3.2 | .8 | 3.2 | ||||||||||||
Other long-term investments | (27.2 | ) | 8.9 | (30.0 | ) | 15.0 | ||||||||||
Total unrealized investment (losses) gains, pre-tax - Level 3 investments | $ | (21.3 | ) | $ | 14.3 | $ | (26.5 | ) | $ | 21.4 | ||||||
Investment Holdings
The cost or amortized cost, gross unrealized investment gains and losses, net foreign currency gains and losses, and carrying values of White Mountains’s fixed maturity investments as of June 30, 2015 and December 31, 2014 were as follows:
June 30, 2015 | ||||||||||||||||||||
Millions | Cost or amortized cost(1) | Gross unrealized gains | Gross unrealized losses | Net foreign currency (losses) gain(1) | Carrying value | |||||||||||||||
U.S. Government and agency obligations | $ | 183.9 | $ | .3 | $ | (.2 | ) | $ | (.4 | ) | $ | 183.6 | ||||||||
Debt securities issued by corporations | 2,232.7 | 27.7 | (7.0 | ) | 57.7 | 2,311.1 | ||||||||||||||
Municipal obligations | 118.0 | .8 | (1.1 | ) | — | 117.7 | ||||||||||||||
Mortgage-backed and asset-backed securities | 2,057.4 | 9.2 | (4.7 | ) | 15.5 | 2,077.4 | ||||||||||||||
Foreign government, agency and provincial obligations | 98.9 | .3 | (1.1 | ) | .6 | 98.7 | ||||||||||||||
Preferred stocks | 79.5 | 6.3 | — | .2 | 86.0 | |||||||||||||||
Total fixed maturity investments | $ | 4,770.4 | $ | 44.6 | $ | (14.1 | ) | $ | 73.6 | $ | 4,874.5 | |||||||||
(1) The cost of investment securities is determined using the functional currency of the White Mountains consolidated entity that holds the investment. As a result, the table includes unrealized foreign currency gains from U.S. dollar denominated investments held at Sirius Group.
December 31, 2014 | ||||||||||||||||||||
Millions | Cost or amortized cost(1) | Gross unrealized gains | Gross unrealized losses | Net foreign currency gains (losses)(1) | Carrying value | |||||||||||||||
U.S. Government and agency obligations | $ | 184.7 | $ | .1 | $ | (.3 | ) | $ | 3.6 | $ | 188.1 | |||||||||
Debt securities issued by corporations | 2,221.3 | 45.2 | (5.1 | ) | 49.8 | 2,311.2 | ||||||||||||||
Municipal obligations | 82.0 | 1.4 | (.2 | ) | — | 83.2 | ||||||||||||||
Mortgage-backed and asset-backed securities | 1,811.1 | 7.6 | (3.5 | ) | 25.7 | 1,840.9 | ||||||||||||||
Foreign government, agency and provincial obligations | 274.6 | 4.2 | (1.0 | ) | (2.7 | ) | 275.1 | |||||||||||||
Preferred stocks | 79.6 | 6.1 | — | .1 | 85.8 | |||||||||||||||
Total fixed maturity investments | $ | 4,653.3 | $ | 64.6 | $ | (10.1 | ) | $ | 76.5 | $ | 4,784.3 | |||||||||
(1) The cost of investment securities is determined using the functional currency of the White Mountains consolidated entity that holds the investment. As a result, the table includes unrealized foreign currency gains from U.S. dollar denominated investments held at Sirius Group.
15
The cost or amortized cost, gross unrealized investment gains and losses, net foreign currency gains and losses, and carrying values of White Mountains’s common equity securities, convertible fixed maturity and preferred investments and other long-term investments as of June 30, 2015 and December 31, 2014 were as follows:
June 30, 2015 | ||||||||||||||||||||
Millions | Cost or amortized cost | Gross unrealized gains | Gross unrealized losses | Net foreign currency gains | Carrying value | |||||||||||||||
Common equity securities | $ | 656.7 | $ | 69.1 | $ | (12.2 | ) | $ | .2 | $ | 713.8 | |||||||||
Convertible fixed maturity and preferred investments | $ | 3.1 | $ | 1.4 | $ | — | $ | — | $ | 4.5 | ||||||||||
Other long-term investments | $ | 346.0 | $ | 54.0 | $ | (11.9 | ) | $ | 2.0 | |||||||||||