UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31 , 2021
OR
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
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Zip Code) | ||||||||
| (Address of principal executive offices) | ||||||||
Registrant’s telephone number, including area code: (603 ) 640-2200
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| per share | Bermuda Stock Exchange | |||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ý | Accelerated filer | o | Non-accelerated filer | o | |||||||||||||||||||
| Smaller reporting company | 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
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý
The aggregate market value of voting shares (based on the closing price of those shares listed on the New York Stock Exchange and the consideration received for those shares not listed on a national or regional exchange) held by non-affiliates of the Registrant as of June 30, 2021, was $3,482,682,176 .
As of February 23, 2022, 3,000,849 common shares, par value of $1.00 per share, were outstanding (which includes 25,125 restricted common shares that were not vested at such date).
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
| Transactions with Related Persons | ||||||||
| CERTIFICATIONS | C-1 | |||||||
PART I
Item 1. Business
GENERAL
White Mountains Insurance Group, Ltd. (the “Company” or the “Registrant”) is an exempted Bermuda limited liability company whose principal businesses are conducted through its subsidiaries and affiliates. Within this report, the term “White Mountains” is used to refer to one or more entities within the consolidated organization, as the context requires. The Company’s headquarters is located at 26 Reid Street, Hamilton, Bermuda HM 11, its principal executive office is located at 23 South Main Street, Suite 3B, Hanover, New Hampshire 03755-2053 and its registered office is located at Clarendon House, 2 Church Street, Hamilton, Bermuda HM 11. The Company’s website is located at www.whitemountains.com. The information contained on White Mountains’s website is not incorporated by reference into, and is not a part of, this report.
White Mountains is engaged in the business of making opportunistic and value-oriented acquisitions of businesses and assets in the insurance, financial services and related sectors, operating these businesses and assets through its subsidiaries and, if and when attractive exit valuations become available, disposing of these businesses and assets.
As of December 31, 2021, White Mountains conducted its business primarily in five areas: municipal bond insurance, property and casualty insurance and reinsurance, specialty insurance distribution, capital solutions for asset management firms and other operations. White Mountains’s municipal bond insurance business is conducted through its subsidiary HG Global Ltd. and its reinsurance subsidiary HG Re Ltd. (“HG Re”), (collectively, “HG Global”). HG Global was established to fund the startup of and provide reinsurance, through HG Re, to Build America Mutual Assurance Company (“BAM”), a mutual municipal bond insurance company. White Mountains’s property and casualty insurance and reinsurance business is conducted through its subsidiary Ark Insurance Holdings Limited and its subsidiaries (collectively, “Ark”). White Mountains’s specialty insurance distribution business is conducted through its subsidiary NSM Insurance HoldCo, LLC and its subsidiaries (collectively, “NSM”). White Mountains provides capital solutions for asset management firms through its subsidiary Kudu Investment Management, LLC and its subsidiaries (collectively, “Kudu”). White Mountains’s other operations consist of the Company and its wholly-owned subsidiary, White Mountains Capital, LLC (“WM Capital”), its other intermediate holding companies, its wholly-owned investment management subsidiary, White Mountains Advisors LLC (“WM Advisors”), investment assets managed by WM Advisors, its interests in MediaAlpha, Inc. (“MediaAlpha”), certain other consolidated and unconsolidated entities and certain other assets. As of December 31, 2021, White Mountains’s reportable segments were HG Global/BAM, Ark, NSM, Kudu and Other Operations.
HG GLOBAL/BAM
Overview
The HG Global/BAM segment consists of the consolidated results of HG Global, HG Re and BAM. BAM is the first and only mutual municipal bond insurance company in the United States. By insuring the timely payment of principal and interest on municipal bonds, BAM provides market access to, and lowers interest expense for, issuers of municipal bonds used to finance essential public purpose projects. BAM is domiciled in New York and is owned by and operated for the benefit of its policyholders, the municipalities that purchase BAM’s insurance for their debt issuances. Generally accepted accounting principles in the United States (“GAAP”) require White Mountains to consolidate BAM’s results in its financial statements, which are attributed to non-controlling interests. BAM reports on a statutory accounting basis to the New York State Department of Financial Services (“NYDFS”) and does not report stand-alone GAAP financial results.
HG Global was established to fund the startup of BAM and, through HG Re, to provide up to 15%-of-par, first loss reinsurance protection for policies underwritten by BAM. HG Global and HG Re are domiciled in Bermuda. At inception in 2012, HG Global was capitalized with $609 million. HG Global, together with its subsidiaries, funded the initial capitalization of BAM through the purchase of $503 million of surplus notes issued by BAM (the “BAM Surplus Notes”). See “CRITICAL ACCOUNTING ESTIMATES — Surplus Notes Valuation — BAM Surplus Notes” on page 79 for a discussion on the accounting and risks associated with the BAM Surplus Notes. BAM launched in July 2012 after securing its “AA/stable” rating from Standard & Poor’s Financial Services LLC (“Standard & Poor’s”). In June 2021, Standard & Poor’s affirmed BAM’s “AA/stable” rating. “AA” is the third highest of 23 financial strength ratings assigned by Standard & Poor’s.
BAM charges an insurance premium on each municipal bond insurance policy it underwrites. A portion of the premium is a member’s surplus contribution (“MSC”) and the remainder is a risk premium. In the event of a municipal bond refunding, a portion of the MSC from original issuance can be reutilized, in effect serving as a credit against the total insurance premium on the refunding of the municipal bond. Issuers of debt insured by BAM are members of BAM so long as any of their BAM-insured debt is outstanding. As members, they have certain interests in BAM, including the right to vote for BAM’s directors and to receive dividends, if declared.
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BAM focuses on municipal bonds issued to finance essential public purpose projects, such as schools, utilities and transportation facilities. BAM focuses on small-to-medium sized investment grade municipal bonds, primarily in the AA, A and BBB categories. BAM seeks to build a relatively low risk insurance portfolio with prudent single risk limits. White Mountains believes that municipal bonds insured by BAM have strong appeal to retail investors, who buy smaller, less liquid issues, have less portfolio diversification and have fewer credit differentiation skills and analytical resources than institutional investors.
BAM is exposed to climate-related events to the extent that those events impact a municipal issuer’s ability to service its debt obligations. BAM incorporates climate change risk in its credit underwriting process. In doing so, BAM considers both the short-term economic impact from climate change-related severe weather events (including flooding, wildfires, and drought) as well as longer-term impacts on population and property values from rising sea levels and changing temperature patterns.
As of December 31, 2021 and 2020, White Mountains reported $1,084 million and $1,061 million of total assets and $446 million and $486 million of total equity related to HG Global. As of December 31, 2021 and 2020, White Mountains owned 96.9% of HG Global’s preferred equity and 88.4% of its common equity. As of December 31, 2021 and 2020, White Mountains reported $9 million and $14 million of non-controlling interests related to HG Global.
As of December 31, 2021 and 2020, White Mountains reported $550 million and $560 million of total assets and $(124) million and $(123) million of non-controlling interests related to BAM.
Reinsurance Treaties
FLRT
BAM is a party to a first loss reinsurance treaty (“FLRT”) with HG Re under which HG Re provides first loss protection up to 15%-of-par outstanding on each municipal bond insured by BAM. For capital appreciation bonds, par is adjusted to the estimated equivalent par value for current interest paying bonds. In return, BAM cedes up to 60% of the risk premium charged for insuring the municipal bond, which is net of a ceding commission.
The FLRT is a perpetual agreement with terms that can be renegotiated after a specified period of time. During 2021, BAM and HG Re agreed that the terms may be renegotiated at the end of 2024, and each subsequent five-year period thereafter.
If the parties are unable to mutually agree to amended terms, the dispute is resolved through arbitration, according to certain principles agreed to by the parties. Amended contract terms must be approved by the NYDFS. Should BAM consider the amended terms unacceptable, it has the option to purchase HG Re or cause another reinsurer to purchase HG Re, at fair value.
Pursuant to the FLRT, BAM’s underwriting guidelines may only be amended with the consent of HG Re. In addition, HG Holdings Ltd, a subsidiary of HG Global, has the right to designate two directors for election to BAM’s board of directors.
Fidus Re
BAM is party to a collateralized excess of loss reinsurance agreement that serves to increase BAM’s claims paying resources and is provided by Fidus Re, Ltd. (“Fidus Re”), a Bermuda based special purpose insurer created in 2018 solely to provide reinsurance protection to BAM.
In the second quarter of 2018, Fidus Re was initially capitalized by the issuance of $100 million of insurance linked securities (the “Fidus Re 2018 Agreement”). The proceeds from issuance were placed in a collateral trust supporting Fidus Re’s obligations to BAM. The insurance linked securities were issued with an initial term of 12 years and are callable five years after the date of issuance. Under the Fidus Re 2018 Agreement, Fidus Re reinsures 90% of aggregate losses exceeding $165 million on a portion of BAM’s financial guarantee portfolio (the “2018 Covered Portfolio”) up to a total reimbursement of $100 million. The Fidus Re 2018 Agreement does not provide coverage for losses in excess of $276 million. The 2018 Covered Portfolio consists of approximately 33% of BAM’s portfolio of financial guaranty policies issued through December 31, 2021.
In the first quarter of 2021, Fidus Re issued an additional $150 million of insurance linked securities (the “Fidus Re 2021 Agreement”) with an initial term of 12 years and are callable five years after the date of issuance. The proceeds from issuance were placed in a collateral trust supporting Fidus Re’s obligations to BAM. Under the Fidus Re 2021 Agreement, Fidus Re reinsures 90% of aggregate losses exceeding $135 million on a portion of BAM’s financial guarantee portfolio (the “2021 Covered Portfolio”) up to a total reimbursement of $150 million. The Fidus Re 2021 Agreement does not provide coverage for losses in excess of $302 million. The 2021 Covered Portfolio consists of approximately 38% of BAM’s portfolio of financial guaranty policies issued through December 31, 2021.
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XOLT
In January 2020, BAM entered into an excess of loss reinsurance agreement (the “XOLT”) with HG Re. Under the XOLT, HG Re provides last dollar protection for exposures on municipal bonds insured by BAM in excess of NYDFS single issuer limits. The XOLT is subject to an aggregate limit equal to the lesser of $75 million or the assets held in the Supplemental Trust at any point in time. At inception, BAM ceded exposure on one covered risk to HG Re under the XOLT. Additional cessions under the XOLT are subject to approval by HG Re. As of December 31, 2021, BAM had ceded $11 million of exposure to HG Re under the XOLT.
Collateral Trusts
HG Re’s obligations under the FLRT are limited to the assets in two collateral trusts: a Regulation 114 Trust and a supplemental collateral trust (the “Supplemental Trust” and, together with the Regulation 114 Trust, the “Collateral Trusts”). Losses required to be reimbursed under the FLRT are subject to an aggregate limit equal to the assets held in the Collateral Trusts at any point in time.
On a monthly basis, BAM deposits cash equal to ceded premiums, net of ceding commissions, due to HG Re under the FLRT directly into the Regulation 114 Trust. The Regulation 114 Trust target balance is equal to gross ceded unearned premiums and unpaid ceded loss and loss adjustment expenses (“LAE”), if any. If, at the end of any quarter, the Regulation 114 Trust balance is below the target balance, funds will be withdrawn from the Supplemental Trust and deposited into the Regulation 114 Trust in an amount equal to the shortfall. If, at the end of any quarter, the Regulation 114 Trust balance is above 102% of the target balance, funds will be withdrawn from the Regulation 114 Trust and deposited into the Supplemental Trust. The Regulation 114 Trust balance as of December 31, 2021 and 2020 was $250 million and $223 million.
The Supplemental Trust target balance is $603 million, less the amount of cash and securities in the Regulation 114 Trust in excess of its target balance (the “Supplemental Trust Target Balance”). If, at the end of any quarter, the Supplemental Trust balance exceeds the Supplemental Trust Target Balance, such excess may be distributed to HG Re. The distribution will be made first as an assignment of accrued interest on the BAM Surplus Notes and second in cash and/or fixed income securities. As the BAM Surplus Notes are repaid over time, the BAM Surplus Notes will be replaced in the Supplemental Trust by cash and fixed income securities. The Supplemental Trust balance as of December 31, 2021 and 2020 was $602 million and $604 million, which included $231 million and $212 million of cash and investments, $365 million and $388 million of BAM Surplus Notes and $6 million and $4 million of interest receivable on the BAM Surplus Notes.
If, at any point in time, the sum of the Regulation 114 Trust balance and the Supplemental Trust balance equals zero, BAM may choose to terminate the FLRT on a runoff basis. However, HG Re can elect to continue the FLRT by depositing into the Regulation 114 Trust assets with a fair market value not less than the greater of (i) $100 million or (ii) 10% of the then Regulation 114 Trust target balance.
As of December 31, 2021 and 2020, the Collateral Trusts held assets of $852 million and $827 million, which included $481 million and $435 million of cash and investments, $365 million and $388 million of BAM Surplus Notes and $6 million and $4 million of interest receivable on the BAM Surplus Notes. As of December 31, 2021 and 2020, total interest receivable on the BAM Surplus Notes was $158 million and $156 million.
Competition/Pricing
The municipal bond insurance industry is highly competitive. BAM’s primary competitor is Assured Guaranty Ltd. (“Assured”).
BAM and Assured each seeks to differentiate itself through financial strength ratings, claims paying resources and underwriting strategies. BAM believes it has a number of distinct competitive advantages. BAM’s insured portfolio consists only of essential public purpose U.S. municipal bonds, and it has no exposure to mortgage and asset-backed securities, derivatives, non-U.S. structured or sovereign credits or territorial credits, such as Puerto Rico. BAM believes that, over time, its mutual structure will deliver a cost of capital advantage relative to its stock company competitors.
BAM seeks to provide transparency with respect to its insured portfolio and each insured issuer. In order to allow issuers and investors in BAM-insured municipal bonds to monitor financial strength first-hand, BAM publishes credit profiles on every insured issuer. Credit profiles are accessible by CUSIP, obligor, state or sector on BAM’s website.
Pricing (i.e., premium level) is affected by a number of factors, including interest rate levels, credit spreads, trading value, and capture rate (i.e., the percentage of total interest savings captured in the form of insurance premium). All other things being equal, pricing is generally higher when interest rates are higher, credit spreads are wider and BAM’s trading value is higher relative to competitors and the capture rate is higher.
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Insured Portfolio
The following table presents BAM’s insured portfolio by asset class as of December 31, 2021 and 2020:
| Millions | December 31, 2021 | December 31, 2020 | ||||||||||||||||||||||||
| Sector | Gross Par Outstanding | Average Standard & Poor’s Credit Rating (1) | Gross Par Outstanding | Average Standard & Poor’s Credit Rating (1) | ||||||||||||||||||||||
| General Obligation | $ | 50,346.4 | A | $ | 43,500.8 | A | ||||||||||||||||||||
| Utility | 11,844.2 | A | 9,252.4 | A | ||||||||||||||||||||||
| Dedicated Tax | 9,740.1 | A | 9,073.4 | A | ||||||||||||||||||||||
| General Fund | 7,661.3 | A | 6,418.0 | A | ||||||||||||||||||||||
| Public Higher Education | 6,291.4 | A- | 4,369.0 | A- | ||||||||||||||||||||||
| Transportation | 3,313.1 | A | 2,674.1 | A | ||||||||||||||||||||||
| Total insured portfolio | 89,196.5 | A | 75,287.7 | A | ||||||||||||||||||||||
(1) The average credit ratings are based on Standard & Poor’s credit ratings, or if unrated by Standard & Poor’s, the Standard & Poor’s equivalent of credit ratings provided by Moody’s Investor Service (“Moody’s”).
The following tables present BAM’s ten largest direct exposures based upon gross par outstanding as of December 31, 2021 and 2020:
| December 31, 2021 | ||||||||||||||||||||||||||
| $ in Millions | Gross Par Outstanding (2) | Percent of Total Gross Par Outstanding (2) | Standard & Poor’s Credit Rating (1) | |||||||||||||||||||||||
| Clark Country SD, NV (Clark County) | $ | 387.4 | 0.4 | % | A+ | |||||||||||||||||||||
| City of Chicago, IL (Cook County), Sales Tax - Local | 376.8 | 0.4 | AA- | |||||||||||||||||||||||
New Jersey Transportation Trust Fund Authority, System & Program Bonds, NJ, Gas Tax (2) | 376.5 | 0.4 | BBB | |||||||||||||||||||||||
| State of Illinois | 365.6 | 0.4 | BBB | |||||||||||||||||||||||
Metropolitan Transit Authority (MTA), NY, Mass Transit - Farebox (2) | 346.9 | 0.4 | BBB+ | |||||||||||||||||||||||
| Pennsylvania Turnpike Commission, PA, Toll Roads | 341.5 | 0.4 | A | |||||||||||||||||||||||
| Suffolk Country, NY (Suffolk County) | 335.2 | 0.4 | A- | |||||||||||||||||||||||
Pennsylvania, Commonwealth of (2) | 325.6 | 0.4 | BBB- | |||||||||||||||||||||||
| Oregon State University, OR, Public Higher Education - Gross Revenue | 320.7 | 0.4 | A | |||||||||||||||||||||||
| Municipal Authority of Westmoreland County, PA, Water | 318.6 | 0.4 | A+ | |||||||||||||||||||||||
| Total of top ten exposures | $ | 3,494.8 | 4.0 | % | ||||||||||||||||||||||
(1) “A+” is the fifth highest, “A” is the sixth highest, “A-“ is the seventh highest, “BBB+” is the eighth highest and “BBB-” is the tenth highest of 23 credit ratings assigned by Standard & Poor’s.
(2) For capital appreciation bonds, the amounts shown equal the estimated equivalent par value had the bonds been current interest paying bonds.
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| December 31, 2020 | ||||||||||||||||||||||||||
| $ in Millions | Gross Par Outstanding (2) | Percent of Total Gross Par Outstanding (2) | Standard & Poor’s Credit Rating (1) | |||||||||||||||||||||||
| City of Chicago, IL (Cook County), Sales Tax - Local | $ | 376.8 | 0.5 | % | AA- | |||||||||||||||||||||
| State of Illinois | 376.1 | 0.5 | BBB- | |||||||||||||||||||||||
New Jersey Transportation Trust Fund Authority, System & Program Bonds, NJ, Gas Tax (2) | 358.9 | 0.5 | BBB | |||||||||||||||||||||||
Metropolitan Transit Authority (MTA), NY, Mass Transit - Farebox (2) | 346.9 | 0.5 | BBB+ | |||||||||||||||||||||||
| Pennsylvania Turnpike Commission, PA, Toll Roads | 331.0 | 0.5 | A | |||||||||||||||||||||||
| Oregon State University, OR, Public Higher Education - Gross Revenue | 320.7 | 0.4 | BBB+ | |||||||||||||||||||||||
| Municipal Authority of Westmoreland County, PA, Water | 319.1 | 0.4 | A+ | |||||||||||||||||||||||
| Pennsylvania, Commonwealth of | 306.6 | 0.4 | BBB- | |||||||||||||||||||||||
| City of Bridgeport, CT (Fairfield County) | 306.5 | 0.4 | A | |||||||||||||||||||||||
| Clark Country SD, NV (Clark County) | 295.4 | 0.4 | A+ | |||||||||||||||||||||||
| Total of top ten exposures | $ | 3,338.0 | 4.5 | % | ||||||||||||||||||||||
(1) “A+” is the fifth highest, “A” is the sixth highest, “A-“ is the seventh highest, “BBB+” is the eighth highest and “BBB-” is the tenth highest of 23 credit ratings assigned by Standard & Poor’s.
(2) For capital appreciation bonds, the amounts shown equal the estimated equivalent par value had the bonds been current interest paying bonds.
The following table presents the geographic distribution of BAM’s insured portfolio as of December 31, 2021 and 2020:
| December 31, 2021 | December 31, 2020 | |||||||||||||||||||||||||||||||||||||
| $ in Millions | Number of Risks | Gross Par Outstanding | Percent of Total Gross Par Outstanding | Number of Risks | Gross Par Outstanding | Percent of Total Gross Par Outstanding | ||||||||||||||||||||||||||||||||
| California | 822 | $ | 18,813.3 | 21.1 | % | 729 | $ | 16,155.8 | 21.5 | % | ||||||||||||||||||||||||||||
| Texas | 934 | 11,802.6 | 13.2 | 839 | 9,790.5 | 13.0 | ||||||||||||||||||||||||||||||||
| Pennsylvania | 575 | 10,596.1 | 11.9 | 489 | 9,281.8 | 12.3 | ||||||||||||||||||||||||||||||||
| Illinois | 470 | 8,091.6 | 9.1 | 409 | 7,014.5 | 9.3 | ||||||||||||||||||||||||||||||||
| New York | 386 | 4,557.6 | 5.1 | 346 | 4,150.2 | 5.5 | ||||||||||||||||||||||||||||||||
| New Jersey | 184 | 3,959.9 | 4.4 | 169 | 3,553.5 | 4.7 | ||||||||||||||||||||||||||||||||
| Alabama | 201 | 2,865.2 | 3.2 | 167 | 2,311.7 | 3.1 | ||||||||||||||||||||||||||||||||
| Ohio | 187 | 2,775.5 | 3.1 | 159 | 2,137.5 | 2.8 | ||||||||||||||||||||||||||||||||
| Florida | 83 | 2,662.3 | 3.0 | 70 | 1,805.4 | 2.4 | ||||||||||||||||||||||||||||||||
| Louisiana | 93 | 1,914.9 | 2.1 | 77 | 1,500.5 | 2.0 | ||||||||||||||||||||||||||||||||
| Michigan | 158 | 1,892.4 | 2.1 | 139 | 1,600.4 | 2.1 | ||||||||||||||||||||||||||||||||
| Arizona | 82 | 1,646.8 | 1.8 | 69 | 1,522.5 | 2.0 | ||||||||||||||||||||||||||||||||
| Other States | 1,094 | 17,618.3 | 19.9 | 921 | 14,463.4 | 19.3 | ||||||||||||||||||||||||||||||||
| Total insured portfolio | 5,269 | $ | 89,196.5 | 100.0 | % | 4,583 | $ | 75,287.7 | 100.0 | % | ||||||||||||||||||||||||||||
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The following table presents BAM’s insured portfolio by issuer size of exposure as of December 31, 2021 and 2020:
| $ in Millions | December 31, 2021 | December 31, 2020 | ||||||||||||||||||||||||||||||||||||
Original Par Amount Per Issuer(1) | Number of Risks | Gross Par Outstanding | Percent of Total Gross Par Outstanding | Number of Risks | Gross Par Outstanding | Percent of Total Gross Par Outstanding | ||||||||||||||||||||||||||||||||
| Less than $10 million | 3,118 | $ | 13,325.2 | 14.9 | % | 2,647 | $ | 10,510.1 | 14.0 | % | ||||||||||||||||||||||||||||
| $10 to $50 million | 1,739 | 34,572.9 | 38.8 | 1,592 | 31,160.4 | 41.3 | ||||||||||||||||||||||||||||||||
| $50 to $100 million | 266 | 16,350.1 | 18.3 | 230 | 14,072.6 | 18.7 | ||||||||||||||||||||||||||||||||
| $100 to $200 million | 95 | 12,162.0 | 13.6 | 73 | 9,306.1 | 12.4 | ||||||||||||||||||||||||||||||||
| $200 to $300 million | 39 | 8,790.9 | 9.9 | 31 | 6,999.8 | 9.3 | ||||||||||||||||||||||||||||||||
| $300 to $400 million | 11 | 3,660.2 | 4.1 | 10 | 3,238.7 | 4.3 | ||||||||||||||||||||||||||||||||
| $400 to $500 million | 1 | 335.2 | 0.4 | — | — | — | ||||||||||||||||||||||||||||||||
| Total insured portfolio | 5,269 | $ | 89,196.5 | 100.0 | % | 4,583 | $ | 75,287.7 | 100.0 | % | ||||||||||||||||||||||||||||
(1) The original par amount per issuer does not include refunded and re-issued deals.
Insured Credit Watchlist
BAM management maintains a surveillance committee that evaluates the credit profile of each insured municipal bond on a periodic basis. The surveillance committee places each insured municipal bond into one of four surveillance categories, the last two of which represent insured municipal bonds that are on BAM’s insured credit watchlist. All BAM-insured bond payments due through February 15, 2022 have been made by BAM’s insured members, and there are no insured bonds on BAM’s credit watchlist (surveillance category 3 or surveillance category 4).
Insured municipal bonds on the watchlist are monitored closely and are subject to BAM’s distressed credit management procedures, including a remediation plan developed in consultation with BAM’s legal counsel and consultants. The objectives of any remediation plan are to address the problems the issuer is facing, to address any external factors impacting the credit, to ensure that creditors’ rights are enforced and to cure any breaches that may have occurred with respect to any credit triggers or covenants. BAM may work with other insurers, municipal bondholders and/or interested parties on remediation efforts, as applicable.
Surveillance category 3 represents insured municipal bonds whose issuers are experiencing financial, legal or administrative issues causing overall credit quality deterioration, but whose probability of generating an insured loss is considered remote. Surveillance category 4 represents insured municipal bonds where a loss is expected or losses have been paid and have not been recovered or are not recoverable.
ARK
Overview
On January 1, 2021, White Mountains acquired a controlling ownership interest in Ark (the “Ark Transaction”). See Note 2 — “Significant Transactions” on page F-17 for a discussion of the Ark Transaction. Ark is a specialty property and casualty insurance and reinsurance company that offers a wide range of niche insurance and reinsurance products. Ark underwrites select coverages through its two major subsidiaries in the United Kingdom and Bermuda.
In the United Kingdom, Ark participates in the Lloyd’s of London (“Lloyd’s”) market through Ark Corporate Member Limited (“ACML”), Ark’s wholly-owned Lloyd’s corporate member, which in turn provides underwriting capacity to Lloyd’s Syndicates 4020 and 3902 (the “Syndicates”). Ark Syndicate Management Limited (“ASML”) is Ark’s wholly-owned Lloyd’s managing agent, oversees the underwriting of the Syndicates. The Syndicates underwrite a diversified portfolio of insurance and reinsurance, including property, marine & energy, specialty, accident & health and casualty. Syndicate 4020 commenced underwriting on April 1, 2007 and Syndicate 3902 on January 1, 2017.
For the years of account prior to the Ark Transaction, a significant proportion of the Syndicates’ underwriting capital was provided by third-party insurance and reinsurance groups (“TPC Providers”) using whole account reinsurance contracts with Ark’s corporate member. The TPC Providers’ participation in the Syndicates for the 2020 and 2019 open years of account is 43% and 58% of the total net result of the Syndicates. For the years of account subsequent to the Ark Transaction, Ark is no longer using TPC Providers to provide underwriting capital for the Syndicates.
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In January 2021, in response to an improved underwriting environment and with the capital provided from the Ark Transaction, Ark converted its wholly-owned subsidiary Group Ark Insurance Limited (“GAIL”) into a Class 4 Bermuda-domiciled insurance and reinsurance company and began to underwrite third-party business. Prior to this conversion, GAIL had been a Class 3 Bermuda-domiciled reinsurance company that only underwrote intercompany quota share reinsurance with ACML and provided additional capital to support ACML’s capital requirements at Lloyd’s (“Funds at Lloyd’s”). As a result of the Ark Transaction, GAIL underwent significant expansion of operations during 2021, with the recruitment of staff and enhancement of operations, to support this growth. GAIL now underwrites a range of third-party business from Bermuda including property, marine & energy, specialty and casualty lines.
In both jurisdictions, Ark underwrites business primarily through insurance and reinsurance brokers and wholesalers, both in the open market and through managing general agencies (“MGA”).
As of December 31, 2021, White Mountains reported $3,027 million of total assets and $905 million of total equity related to Ark. As of December 31, 2021, White Mountains owned 72.0% of Ark (63.0% after taking account of management’s equity incentives) and reported $231 million of non-controlling interests related to Ark. The remaining shares are owned by employees. In the future, management rollover shareholders could earn additional shares in Ark if and to the extent that White Mountains achieves certain multiple of invested capital return thresholds. If fully earned, these additional shares would represent 12.5% of the shares outstanding at closing.
Insurance and Reinsurance Overview
Generally, insurance companies underwrite insurance policies in exchange for premiums paid by their customers (the insureds). An insurance policy is a contract between the insurance company and the insured where the insurance company agrees to pay for losses suffered by the insured or a third-party claimant that are covered under the contract. Such contracts are often subject to subsequent legal interpretation by courts, legislative action, and arbitration.
Reinsurance is an arrangement in which a reinsurance company (the reinsurer) agrees to indemnify an insurance company (the ceding company) for insurance risks underwritten by the ceding company. Reinsurance can benefit a ceding company in several ways, including reducing net exposure to individual risks, providing protection from large or catastrophic losses and assisting in maintaining required capital levels and financial or operating leverage ratios. Reinsurance can provide a ceding company with additional underwriting capacity by permitting it to accept larger risks and underwrite a greater number of risks without increasing its capital as much as would be the case without reinsurance. Reinsurers themselves, may also purchase reinsurance, which is known as retrocessional reinsurance to cover risks assumed from ceding companies. Reinsurance companies often enter into retrocessional reinsurance agreements for many of the reasons that ceding companies enter into reinsurance agreements.
Reinsurance is generally written on a treaty or facultative basis. Treaty reinsurance is an agreement whereby the reinsurer assumes a specified portion or category of risk under all qualifying policies issued by the ceding company during the term of the agreement, usually one year. When underwriting treaty reinsurance, the reinsurer does not evaluate each individual risk and generally accepts the original underwriting decisions made by the ceding company. Treaty reinsurance is typically written on either a proportional or excess of loss basis. A proportional reinsurance treaty is an arrangement whereby a reinsurer assumes a predetermined proportional share of the premiums and losses generated on specified business. An excess of loss treaty is an arrangement whereby a reinsurer assumes losses that exceed a specific retention of loss by the ceding company. Facultative reinsurance, on the other hand, is underwritten on a risk-by-risk basis, which allows the reinsurer to determine individual pricing for each exposure.
Insurance and reinsurance companies incur a significant amount of their total expenses from policy obligations, which are commonly referred to as claims or losses. In settling claims, various LAE are incurred such as insurance adjusters’ fees and litigation expenses. Losses and LAE are categorized by the year in which the policy is underwritten (the year of account or underwriting year) for purposes of Ark’s claims management and estimation of the ultimate loss and LAE reserves. For purposes of Ark’s reporting under GAAP, losses and LAE are categorized by the year in which the claim is incurred (the accident year). In the following calendar years, as Ark increases or decreases its estimate for the ultimate loss and LAE for claims in prior underwriting years, or prior accident years for reporting under GAAP, it will record favorable or unfavorable loss reserve development, which is recorded in the current calendar year. In addition, insurance companies incur policy acquisition expenses, such as commissions paid to agents and premium taxes, and other expenses related to the underwriting process, including employee compensation and benefits. A key measure of absolute and relative underwriting performance for an insurance company is the combined ratio. An insurance company’s combined ratio is calculated by adding the ratio of incurred loss and LAE to earned premiums (the loss ratio) and the ratio of policy acquisition and other underwriting expenses to earned premiums (the expense ratio). A combined ratio under 100% indicates that an insurance company is generating an underwriting profit, while a combined ratio over 100% indicates that an insurance company is generating an underwriting loss.
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Ark derives substantially all of its revenues from earned premiums, investment income and net realized and unrealized investment gains (losses). Written premiums represent the amount charged to an insured or reinsured party to provide coverage under an insurance or reinsurance contract, which are recognized as earned premiums within revenue over the period that insurance coverage period is provided (i.e., ratably over the life of the policy or, in the case of catastrophe premiums, in proportion to the level of insurance protection provided.) Unearned premiums represent the portion of premiums written that are applicable to future insurance coverage provided by policies. A significant period often elapses between receipt of insurance premiums and payment of insurance claims. During this time, Ark invests the premiums, earns investment income and generates net realized and unrealized investment gains (losses).
Lines of Business
Ark writes specialized lines of insurance and reinsurance across its United Kingdom and Bermuda platforms within five major lines of business: property, marine & energy, specialty, accident & health and casualty. Claims for property, marine & energy, specialty and accident & health coverages are typically reported and settled in a relatively short period of time. Casualty insurance (often referred to as liability insurance) generally covers the financial consequences of a legal liability of an individual or an organization resulting from negligent acts or omissions causing bodily injury, property damages and/or economic damages to a third party. Settlements for casualty/liability coverages can extend for long periods of time as claims are often reported and ultimately paid or settled years after the related loss events occur.
Ark has recently added, and expects to continue to add, new business to its portfolio, as it focuses on profitable business opportunities while carefully managing underwriting risk. Ark also leads two Lloyd’s market consortia that target renewable energy clients including wind farms, solar plants, hydroelectric plants, geothermal plants and wave and tidal projects. The following table presents Ark’s gross written premiums by line of business for the years ended December 31, 2021, 2020 and 2019, which includes periods prior to White Mountain’s ownership of Ark. White Mountains believes this information is useful in understanding the newly acquired business.
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Property | $ | 438.4 | $ | 235.7 | $ | 134.4 | ||||||||||||||
| Specialty | 256.7 | 118.3 | 103.4 | |||||||||||||||||
| Marine & Energy | 242.2 | 129.1 | 107.6 | |||||||||||||||||
| Accident & Health | 67.0 | 90.6 | 86.0 | |||||||||||||||||
| Casualty | 54.4 | 24.4 | 40.6 | |||||||||||||||||
| Total Gross Written Premiums | $ | 1,058.7 | $ | 598.1 | $ | 472.0 | ||||||||||||||
A description of business written within each line of business follows:
Property
Ark’s property business is underwritten on both an insurance and reinsurance basis covering the financial consequences of accidental losses to an insured’s property, such as a business’s building, inventory and equipment, or personal property. Coverages provided include all risks of direct physical loss or damage, business interruption and natural catastrophe perils. Ark’s property insurance business consists primarily of direct and facultative contracts, lineslips and MGA binding authorities. Ark’s property insurance business is underwritten on a worldwide basis with a focus on excess & surplus lines in the United States. Ark’s property reinsurance business consists primarily of treaty reinsurance underwritten on a catastrophe excess of loss, per risk excess and proportional basis. Ark’s property reinsurance business is underwritten on a worldwide basis with particular focus on risks in the United States, Europe and Asia.
Specialty
Ark’s specialty business is underwritten on both an insurance and reinsurance basis covering a range of individual risks and treaties primarily including aviation, space, political and credit, cyber, terrorism and political violence, product defect and contamination, nuclear and fine art & specie. Ark’s specialty insurance and reinsurance business is underwritten on a worldwide basis.
Aviation
Aviation insurance primarily covers airlines and general aviation for loss of, or damage to, aircraft hull and ensuing passenger and third-party liability. Perils include war and war-like actions such as terrorism. Additionally, liability arising out of non-aircraft operations such as hangars and airports may be covered.
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Space
Space insurance primarily covers loss of, or damage to, satellites during launch and in orbit, including faulty design that leads to early loss of operating life. Ark’s space insurance is primarily written through binders supporting specialized, technical MGAs.
Political and Credit
Political and credit insurance primarily covers risks relating to the confiscation, expropriation, nationalization and deprivation of insured assets due to war, political, or government action as well as contract frustration and non-payment by private obligors.
Cyber
Cyber insurance primarily covers the physical damage and liabilities arising from cyber-attacks, including coverage for ransomware, loss of data and third-party liabilities.
Terrorism and Political Violence
Terrorism and political violence insurance primarily covers physical loss or damage and threat thereof, including ensuing loss through business interruption, caused by declared terror events and political violence in developed and developing countries around the world.
Product Defect and Contamination
Product defect and contamination insurance primarily covers first and third-party costs associated with product recall or contamination including malicious product tampering, product safety, or government mandated recall. Ark’s product defect and contamination insurance covers a wide range of industries including food & beverage, manufacturing, and consumer products.
Nuclear
Nuclear insurance covers country specific nuclear pools and companies and institutions with nuclear exposure excluded from standard property and casualty policies for coverage of physical damage and third-party liability.
Fine Art & Specie
Fine art & specie insurance primarily covers loss to fine art, specie, cash in transit and vault, and jewelers’ block risks as a result of theft or damage in transit or at exhibition.
Marine & Energy
Ark’s marine & energy business is underwritten on both an insurance and reinsurance basis primarily covering marine hull, cargo, specie, marine & energy liabilities and upstream energy platform physical damage. Marine hull consists primarily of coastal and ocean-going vessels and covers worldwide risks on an all perils or total loss only basis together with lighter craft, including yachts. Cargo consists of worldwide transits and moveable goods with a particular emphasis on bulk cargo, project cargo and pre-launch satellite risks. Specie is the transit and storage of high value goods including semi-precious and precious metals. Marine & energy liabilities consists of liability risks arising from doing business in their respective industries including liabilities arising from pollution and damage covered by protection and indemnity clubs, including for example the International Group of Protection & Indemnity Clubs. Upstream energy platform physical damage covers a variety of oil and gas industry construction, exploration and production risks.
Ark’s marine & energy insurance business consists of direct and facultative risks written primarily in the open market, as well as through lineslips and MGA binding authorities. Ark’s marine & energy reinsurance business consists of treaty reinsurance underwritten on both a proportional and excess of loss basis. Ark’s marine & energy insurance and reinsurance business is underwritten on a worldwide basis.
Accident & Health
Ark’s accident & health business is underwritten on both an insurance and reinsurance basis covering a wide range of personal accident, sickness, travel and medical insurance risks. Ark’s accident & health insurance business consists of direct and facultative contracts written in the open market and through Accident & Health Underwriting Limited (“AHU”), Ark’s wholly-owned MGA domiciled in the United Kingdom. Ark’s accident & health insurance and reinsurance business is underwritten on a worldwide basis.
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Casualty
Ark’s casualty business is underwritten on an insurance and reinsurance basis primarily covering medical malpractice, professional liability and general liability arising from operations of a wide range of predominantly large U.S. companies, including energy companies, with global operations. Ark’s casualty insurance business is generally written on an excess of loss basis. Ark’s casualty reinsurance business is underwritten on an excess of loss and proportional treaty basis.
Geographic Concentration
The following table shows Ark’s gross written premiums by geographic region based on the location of Ark’s underwriting offices for the years ended December 31, 2021, 2020 and 2019, which includes periods prior to White Mountains’s ownership of Ark. White Mountains believes this information is useful in understanding the newly acquired business.
| Year Ended December 31, | ||||||||||||||||||||
| Gross written premiums by country | 2021 | 2020 | 2019 | |||||||||||||||||
| United Kingdom | $ | 695.9 | $ | 598.1 | $ | 472.0 | ||||||||||||||
| Bermuda | 362.8 | — | — | |||||||||||||||||
| Total | $ | 1,058.7 | $ | 598.1 | $ | 472.0 | ||||||||||||||
Marketing and Distribution
Ark offers its products and services through a network of brokers, MGAs and reinsurance intermediaries (collectively “insurance and reinsurance intermediaries”). In the United Kingdom, Ark operates through the Syndicates with Lloyd’s approved brokers and MGAs. In Bermuda, Ark primarily derives its reinsurance business through reinsurance intermediaries that represent the ceding company and its insurance business through brokers based in Bermuda and London. Ark pays acquisition costs to brokers, MGAs and reinsurance intermediaries as compensation for facilitating the flow and processing of business, typically on industry standard percentages of premium underwritten. In addition, Ark pays certain MGAs profit commissions based on the underwriting profit of the business they produce.
During the years ended December 31, 2021, 2020 and 2019, Ark received a significant portion of its gross written premiums from three insurance and reinsurance intermediaries. The following table shows the proportion of business produced by the top three insurance and reinsurance intermediaries for the years ended December 31, 2021, 2020 and 2019, which includes periods prior to White Mountains’s ownership of Ark. White Mountains believes this information is useful in understanding the newly acquired business.
| Year Ended December 31, | ||||||||||||||||||||
| Gross written premiums by insurance and reinsurance intermediary | 2021 | 2020 | 2019 | |||||||||||||||||
| Marsh & McLennan Companies, Inc. | 26.5 | % | 16.2 | % | 12.4 | % | ||||||||||||||
| Aon plc | 15.6 | 11.6 | 11.1 | |||||||||||||||||
| Willis Towers Watson plc | 13.8 | 11.2 | 10.6 | |||||||||||||||||
| Total proportion of business produced by the top three insurance and reinsurance intermediaries | 55.9 | % | 39.0 | % | 34.1 | % | ||||||||||||||
Underwriting and Pricing
Ark aims to build a diversified and balanced portfolio of risks that generates an underwriting profit across the book each year. Ark believes in a disciplined underwriting strategy that aims to consistently outperform the market. In hard market conditions, Ark aims to grow premiums rapidly, as pricing, terms and conditions and limit deployment are more favorable and can lead to enhanced returns on capital. In soft markets, Ark is willing to reduce its business volume when pricing, terms and conditions and limit deployment can make it more difficult to achieve an adequate return on capital. Ark is willing to forgo business if it believes it is not priced appropriately for the exposure or risk assumed.
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The management of underwriting quality can be difficult in a competitive market where underwriters are often under pressure to meet premium and pricing targets. Ark operates an underwriting controls framework which includes individual underwriting authorities, continual quality monitoring and peer review of risks. The framework aims to ensure a high quality of underwriting through monitoring of pricing and rate change, contract certainty and appropriate terms and conditions. The nature of delegated underwriting naturally increases the risk of underwriting, through the ability of third parties being able to bind Ark to risks without detailed review of the risk involved. This risk is mitigated through the application of strict guidelines, managed by a dedicated team within the Ark compliance department. This team reviews MGA and third-party binding authority approvals pre-bind and monitors a program of audits to ensure compliance with regulations and guidelines.
Ark uses bespoke pricing models for each of the products that it underwrites. These pricing models seek to generate a pricing metric required to achieve an acceptable return on capital for each class of business, and each of the risks priced therein. These models rely on several factors depending on the class of business, including exposure analysis, historical experience, estimates of future loss costs, claims experience and natural catastrophe outlook, including the physical risk of climate change and inflation. See “Ark — Catastrophe Risk Management and Reinsurance Protection” below.
Ark actively monitors price adequacy at various points between individual risks and the portfolio level to measure and evaluate overall performance. In addition, Ark updates rates to achieve targeted returns on capital at an individual risk as well as portfolio level to enhance likely outcomes in terms of return on capital.
Competition
Specialized lines of insurance and reinsurance are highly competitive. Ark competes with other Lloyd’s syndicates, London companies market participants and major U.S., Bermuda and European and other international insurance and reinsurance companies. The most significant competitive factors for most products are price, terms and conditions, broker relationships, underwriting service, rating agency financial strength rating, and claims service. Ark competes with insurance and reinsurance companies who operate in the Bermuda and Lloyd’s markets such as:
•Bermuda and insurance and reinsurance market: American International Group, Inc. (“AIG”), Arch Capital Group Ltd., Aspen Insurance Holdings Ltd., Everest Re Group, RenaissanceRe Holdings Ltd. and others;
•Lloyd’s market: MS Amlin Ltd, Lancashire Holdings Ltd, Beazley plc, Hiscox plc, and other syndicates.
Claims Management
Effective claims management is a critical factor in achieving satisfactory underwriting results. Ark maintains an experienced staff of dedicated claims handlers and loss adjusters. These individuals seek to ensure that Ark has the appropriate level of expertise to handle claims involving sometimes very complex issues. Within the claims departments, Ark also uses various shared services. These include third-party claims administrators, particularly for lower value, less specialized claims (for example in Ark’s MGA produced business), subrogation and recovery support, and legal representation.
For business written in the Lloyd’s market, claims handling and case reserves are established in accordance with the applicable Lloyd’s Claim Scheme and Lloyd’s Claims Management Principles and Minimum Standards.
Catastrophe Risk Management and Reinsurance Protection
Catastrophe Risk Management
Ark has exposure to losses caused by unpredictable catastrophic events including natural and other disasters such as hurricanes, windstorms, earthquakes, floods, wildfires, tornadoes, tsunamis, and severe winter weather all over the world. Catastrophes can also include large losses driven by public health crises, terrorist attacks, explosions, infrastructure failures, and cyber-attacks. The extent of a catastrophe loss is a function of both the severity of the event and total amount of insured exposure to the event as well as the coverage provided to customers. Increases in the value and concentration of insured property or insured employees, the effects of inflation, changes in weather patterns and increased terrorism could increase the future frequency and/or severity of claims from catastrophic events. Climate change contributes to higher temperatures, sea level rise and more extreme weather events including droughts, heavy storms, wildfires, and stronger hurricanes, which increases the frequency and severity of major natural catastrophes. There is also a growing threat of cyber catastrophes due to the increasing interconnectivity of global systems.
Ark seeks to manage its exposure to catastrophic losses by limiting and monitoring the aggregate insured value of policies in geographic areas with exposure to catastrophic events and by buying reinsurance. To manage, monitor and analyze insured values and potential losses, Ark utilizes proprietary and third-party catastrophe management software to estimate potential losses for many different catastrophe scenarios. Ark incorporates the physical risk of climate change in its underwriting process through sensitivity and stress testing of its catastrophe models, including increased frequency of U.S. windstorms and the implications of storm surge.
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Ark licenses third-party global property catastrophe models from Risk Management Solutions Inc. (“RMS”), as well as utilizing its own proprietary models to calculate expected probable maximum loss estimates (“PML”) from various property and non-property catastrophe scenarios. Ark prices property catastrophe contracts using its own proprietary models that can take inputs from third-party software and other data as appropriate. For business that Ark determines to have exposure to catastrophic perils, as part of its underwriting process, it models and assesses the exposure to assess whether there is an appropriate premium charged for the exposure assumed.
The following table provides an estimate of Ark’s two largest natural catastrophe PML zones on a per occurrence basis for 1-in-100 and 1-in-250 year events at January 2022 as measured by net after-tax exposure basis:
| $ in Millions | Modeled Industry Loss | Ark Gross Loss | Net After Reinsurance and Reinstatements | Net After Tax | Net After Tax as a % of Tangible Capital | Net After Tax as a % of Tangible Equity | ||||||||||||||||||||||||||||||||
| 1 in 250 year occurrence | ||||||||||||||||||||||||||||||||||||||
| U.S. Windstorm | $ | 243,033 | $ | 670 | $ | 303 | $ | 282 | 32 | % | 41 | % | ||||||||||||||||||||||||||
| U.S. Earthquake | $ | 88,116 | $ | 456 | $ | 156 | $ | 145 | 17 | % | 21 | % | ||||||||||||||||||||||||||
| 1 in 100 year occurrence | ||||||||||||||||||||||||||||||||||||||
| U.S. Windstorm | $ | 163,066 | $ | 503 | $ | 171 | $ | 159 | 18 | % | 23 | % | ||||||||||||||||||||||||||
| U.S. Earthquake | $ | 54,083 | $ | 295 | $ | 76 | $ | 71 | 8 | % | 10 | % | ||||||||||||||||||||||||||
The January 2022 net after-tax exposure to U.S. windstorm does not reflect the full placement of Ark’s outwards reinsurance program planned for 2022. Once the placement of the outwards reinsurance program is completed in advance of the peak U.S. windstorm season, Ark expects the net after-tax exposure to this zone to approximate 25% of total tangible capital, in line with its business plan for 2022.
In addition, Ark also has loss exposures to other global natural catastrophe events including, but not limited to, Japanese earthquakes, Japanese windstorms, European windstorms, and U.S. wildfires.
Ark’s estimates of potential losses are dependent on many variables, including assumptions about storm intensity, storm surge, and loss amplification, loss adjustment expenses and insurance-to-value in the aftermath of weather-related catastrophes. In addition, Ark has to account for quality of data provided by insureds. Accordingly, if the assumptions are incorrect, the losses Ark might incur from an actual catastrophe could be materially different than the expectation of losses generated from modeled catastrophe scenarios. There could also be unmodelled losses which exceed the amounts estimated for U.S. windstorm and U.S. earthquake catastrophes.
Outside of natural catastrophe losses, Ark has exposure to non-natural or man-made large losses. Ark uses data from clients and combines this with accumulation tools and PML assessments to obtain potential loss scenarios. The current largest exposures are cyber, offshore energy production platforms, terrorism events and political risk.
Cyber loss can be derived from a number of scenarios that include major data security breach on large multinational organizations, business blackout from cyber-attack on power generation and distribution facilities, malicious attack on cloud service provider data center and ransomware contagion across both individual and multiple corporations. Catastrophic loss in respect of offshore energy production facilities can include physical damage, business interruption, pollution liability, extra expenses and control of oil or gas flow therefrom. Terrorism can include physical damage, business interruption, liability, loss of life and fire following at locations around the world either in a single city or in coordinated attacks across multiple cities. Political risk scenarios can include confiscation, expropriation, nationalization and deprivation of assets, non-payment of obligations, political violence and war derived from geo-political instability, country overthrow and commodity price movement. Ark’s estimates of its net after-tax loss from these and other non-natural or man-made large losses each approximate 15% or less of total tangible capital.
Reinsurance Protection
As part of its enterprise risk management function, Ark purchases reinsurance for risk mitigation purposes.
Ark utilizes reinsurance and retrocession agreements to reduce earnings volatility, protect capital, limit its exposure to risk concentration and accumulation of loss and to manage within its overall internal risk tolerances or those set and agreed by regulators, ratings agencies, and Lloyd’s. Ark also enters into reinsurance and retrocession agreements to reduce its liability on individual risks and enable it to underwrite policies with higher limits where Ark believes this has a broader business benefit.
Ark seeks to protect its downside risk from catastrophes and large loss events by purchasing reinsurance, including excess of loss protections, aggregate covers, and industry loss warranties. Ark also considers alternative structures such as collateralized reinsurance, retrocessional reinsurance and catastrophe bonds.
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The purchase of reinsurance does not discharge Ark from its primary liability for the full value of its policies, and thus the collectability of balances due from Ark’s reinsurers is critical to its financial strength. Ark monitors the financial strength and ratings of its reinsurers on an ongoing basis. See Note 6 — “Third-party Reinsurance” on page F-47 for a discussion of Ark’s top reinsurers.
Loss and LAE Reserves
Ark establishes loss and LAE reserves that are estimates of amounts needed to pay claims and related expenses in the future for insured events that have already occurred, including both reported and unreported claims. Loss reserves are established due to the significant periods of time that may occur between the occurrence, reporting and payment of a loss. The process of estimating reserves involves a considerable degree of judgment by management and is inherently uncertain. See “CRITICAL ACCOUNTING ESTIMATES — Loss and LAE Reserves” on page 79 and Note 5 — “Losses and Loss Adjustment Expense Reserves” on page F-35 for a full discussion regarding Ark’s loss reserving process.
NSM
Overview
NSM is a full-service MGA and program administrator with delegated binding authorities for specialty property and casualty insurance. The company places insurance in niche sectors such as specialty transportation, real estate, social services and pet. On behalf of its insurance carrier partners, NSM typically manages all aspects of the placement process, including product development, marketing, underwriting, policy issuance and claims. NSM earns commissions based on the volume and profitability of the insurance that it places. NSM does not take insurance risk.
NSM distributes through a variety of channels. Commercial products are sold through a network of roughly 10,000 independent brokers. NSM also transacts business on a “direct to consumer” basis in certain segments (e.g., collector car and pet).
As of December 31, 2021, NSM had approximately 15 carrier partners. NSM expands its programs when market conditions are attractive and shrinks and/or shuts down its programs when market conditions are challenging. This practice has led to longstanding insurance carrier partner relationships, in some cases over 20 years. As of December 31, 2021, the five largest carrier partners accounted for approximately 65% of total premiums placed by NSM, with the largest carrier partner accounting for approximately 25%.
NSM’s primary competitors are typically specialty insurance carriers and their agents. Competitors are differentiated based on price, conditions of coverage, loss ratio performance, quality of service, technology and other factors.
Historically, NSM has grown both organically and inorganically through acquisitions. Since its inception in 1990, NSM has completed over 20 acquisitions, including six sizable acquisitions under White Mountains’s ownership.
On May 11, 2018, White Mountains acquired a 95.0% ownership interest in NSM (83.6% on a fully diluted, fully converted basis) for cash consideration of $276 million.
On May 18, 2018, NSM acquired 100% of Fresh Insurance Services Group Limited (“Fresh Insurance”). Fresh Insurance is an insurance broker that offers non-standard personal lines products in the United Kingdom. During 2020, Fresh Insurance was rebranded as part of Kingfisher UK Holdings Ltd (“Kingfisher”). On April 12, 2021, NSM sold Fresh Insurance’s motor business.
On December 3, 2018, NSM acquired all of the net assets of KBK Insurance Group, Inc. (“KBK”). KBK is a specialty MGA focused on the towing and transportation space.
On April 1, 2019, NSM acquired 100% of Embrace Pet Insurance (“Embrace”). Embrace is a U.S. nationwide provider of pet health insurance for dogs and cats.
On June 28, 2019, NSM acquired the renewal rights on its U.S. collector car business (the “Renewal Rights”) from AIG.
On April 7, 2020, NSM acquired 100% of Kingsbridge Group Limited (“Kingsbridge”). Kingsbridge is a leading provider of commercial lines insurance and consulting services for the professional contractor and freelancer markets in the United Kingdom.
On August 6, 2021, NSM acquired 100% of J.C. Taylor Insurance (“J.C. Taylor”), an MGA offering classic and antique collector car insurance.
As of December 31, 2021 and 2020, White Mountains reported $977 million and $1,000 million of total assets and $482 million and $508 million of total equity related to NSM. As of December 31, 2021 and 2020, White Mountains owned 96.5% and 96.6% of NSM (87.3% and 89.6% on a fully diluted, fully converted basis) and reported $17 million and $17 million of non-controlling interests related to NSM.
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Verticals
NSM’s business consists of approximately 25 active programs that are broadly categorized into six market verticals. J.C. Taylor was added to the Specialty Transportation vertical in the third quarter of 2021. The following table presents the controlled premium and commission and other revenues by vertical for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||||
| Millions | Controlled Premium (1) | Commission and Other Revenue | Controlled Premium (1) | Commission and Other Revenue | Controlled Premium (1) | Commission and Other Revenue | ||||||||||||||||||||||||||||||||
| Specialty Transportation | $ | 344.7 | $ | 97.2 | $ | 310.2 | $ | 85.5 | $ | 290.2 | $ | 77.6 | ||||||||||||||||||||||||||
| United Kingdom | 195.2 | 53.1 | 179.5 | 49.4 | 155.5 | 45.9 | ||||||||||||||||||||||||||||||||
| Pet | 184.9 | 76.3 | 131.9 | 55.0 | 67.6 | 30.0 | ||||||||||||||||||||||||||||||||
| Real Estate | 153.9 | 34.4 | 189.1 | 44.9 | 157.2 | 34.7 | ||||||||||||||||||||||||||||||||
| Social Services | 136.7 | 33.9 | 115.5 | 28.9 | 102.7 | 25.9 | ||||||||||||||||||||||||||||||||
| Other | 165.8 | 35.5 | 134.5 | 21.4 | 124.5 | 19.0 | ||||||||||||||||||||||||||||||||
| Total | $ | 1,181.2 | $ | 330.4 | $ | 1,060.7 | $ | 285.1 | $ | 897.7 | $ | 233.1 | ||||||||||||||||||||||||||
(1) Controlled premium are total premiums placed by NSM during the period.
A description of the key programs within each market vertical follows:
Specialty Transportation
The specialty transportation vertical consists of NSM’s U.S. collector car programs as well as all other transportation-related programs in the United States. NSM operates its U.S. collector car business through four brands: (i) American Collectors Insurance, (ii) Condon Skelly (iii) Heacock Classic and (iv) J.C. Taylor. Each brand has an exclusive underwriting contract with an insurance carrier partner to provide insurance coverage for antique and classic cars, vintage motorcycles and related automotive collectibles.
The other large program in the specialty transportation vertical is KBK, which is an MGA offering insurance coverages for towing businesses (e.g., tow truck operators, dealers, repair shops). NSM also offers specialty insurance coverage for motor carriers and owner operators through its True Transport and Transport Specialties programs.
United Kingdom
The United Kingdom vertical consists of all of NSM’s U.K.-based programs. The U.K. business primarily consists of Kingfisher, First Underwriting Limited (“First Underwriting”) and Kingsbridge. Kingfisher offers a variety of specialty insurance coverages in the U.K. market, including coverages for mid-market and high-end collector cars and the outdoor leisure industry (e.g., motor homes and trailers) and buildings and content insurance for non-standard properties. First Underwriting is a specialty MGA offering motor, household and surety coverages in the U.K. market. Kingsbridge is a leading provider of commercial lines insurance and consulting services for the professional contractor and freelancer markets in the United Kingdom.
Pet
The pet segment consists of Embrace, which offers comprehensive accident and illness insurance plans for dogs and cats in the United States. Embrace also offers Wellness Rewards, an optional preventative care product that reimburses routine veterinary visits, grooming, vaccinations, training, and other services.
Real Estate
The real estate vertical consists of NSM’s specialty real estate programs. The largest program is CHAMP, which offers insurance coverage (e.g., property, general liability and umbrella) for wind-exposed coastal condominium associations. NSM also offers specialty insurance coverages for non-coastal apartment complexes, condominiums and hotels and motels through its HabPro program.
Social Services
The social services segment consists of three key programs: (i) Care Providers Insurance Services, which offers insurance coverages to non-profit social services organizations such as private/charter schools, charitable institutions and adult & youth centers, (ii) Addiction Treatment Providers Insurance, which offers insurance coverages to addiction treatment providers and mental healthcare facilities, and (iii) Sports & Wellness Insurance, which offers insurance coverages to a broad range of sports and wellness organizations such as fitness centers, yoga studios and university sponsored recreational programs and groups.
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Other
The other vertical consists of five other programs, offering a wide variety of tailored insurance coverages to niche sectors including (i) professional liability insurance for architects and engineers, (ii) packaged insurance solutions for outplacement & staffing agencies, and (iii) workers compensation insurance coverages primarily for artisan contractors and restaurants and hotels.
KUDU
Overview
Kudu provides capital solutions for boutique asset and wealth managers for a variety of purposes including generational ownership transfers, management buyouts, acquisition and growth finance and legacy partner liquidity. Kudu also provides strategic assistance to investees from time to time. Kudu’s capital solutions generally are structured as minority preferred equity stakes with distribution rights, typically tied to gross revenues and designed to generate immediate cash yields.
On February 5, 2018, White Mountains entered into an agreement to provide up to $125 million to Kudu in exchange for a 49.5% ownership interest in Kudu (42.7% on a fully diluted, fully converted basis). On April 4, 2019, White Mountains acquired the ownership interests in Kudu held by certain funds managed by Oaktree Capital Management, L.P. (“Oaktree”) for cash consideration of $81 million. In addition, White Mountains assumed all of Oaktree’s unfunded capital commitments to Kudu, increasing White Mountains’s total capital commitment to $250 million (the “Kudu Transaction”). As a result of the Kudu Transaction, White Mountains’s ownership of Kudu increased from 49.5% to 99.1% (42.7% to 85.4% on a fully diluted, fully converted basis) and White Mountains began consolidating Kudu as a reportable segment in its financial statements in the second quarter of 2019. During the fourth quarter of 2019, White Mountains increased its total capital commitment to Kudu by an additional $100 million to $350 million, of which $48 million was undrawn as of December 31, 2020. During the fourth quarter of 2021, White Mountains increased its total capital commitment to Kudu by an additional $19 million to $369 million. As of December 31, 2021, Kudu has fully drawn on the total capital commitment. Kudu expects to fund new capital deployments through excess operating cash flow, recycling of sale transaction proceeds, available debt capacity and additional equity commitments. During the first quarter of 2022, White Mountains increased its total capital commitment to Kudu by an additional $50 million to $419 million.
During 2019, Kudu obtained a committed $124 million credit facility (the “Kudu Bank Facility”), of which $35 million was undrawn as of December 31, 2020. During 2021, Kudu replaced the Kudu Bank Facility and entered into a secured revolving credit facility (the “Kudu Credit Facility”) with Massachusetts Mutual Life Insurance Company to repay the Kudu Bank Facility, and to fund new capital deployments and related transaction expenses. The maximum borrowing capacity of the Kudu Credit Facility is $300 million. As of December 31, 2021, $75 million of the borrowing capacity of the Kudu Credit Facility remains undrawn.
As of December 31, 2021 and 2020, White Mountains reported $727 million and $430 million of total assets, $466 million and $334 million of total equity related to Kudu. As of both December 31, 2021 and 2020, White Mountains owned 99.3% and 99.3% of Kudu (84.7% and 85.4% on a fully diluted, fully converted basis) and reported $12 million and $2 million of non-controlling interests related to Kudu.
Portfolio
As of December 31, 2021, Kudu has deployed $612 million in 17 asset and wealth management firms globally, including one that was exited. As of December 31, 2021, the asset and wealth management firms have combined assets under management of approximately $66 billion, spanning a range of asset classes, including real estate, real assets, wealth management, hedge funds and alternative credit strategies. Kudu’s capital was deployed at an average gross cash yield at inception of 10.1%.
Kudu’s philosophy is to partner with asset management firms that exhibit strong cash flow generation and growth. Kudu seeks to provide its solutions across a diverse mix of investment strategies and asset classes in the middle market.
Kudu’s average capital deployment to date has been approximately $35 million, with a range from $17 million to $80 million. Apportioned by manager type, Kudu’s portfolio is deployed 41% in liquid alternatives segments, 33% in private capital, 19% in wealth management and 7% in traditional asset management. Kudu seeks diversity across asset classes. Kudu also prioritizes the private capital segment as the underlying clients of these firms tend to be locked-up for an extended period, which can provide stability of revenues in a potential market downturn.
Kudu expects that no single manager will represent more than 25% of total firm revenues. As more capital is deployed, the reliance on any one manager is expected to decrease. Additionally, Kudu seeks to diversify geographically. Its portfolio currently includes 12 firms headquartered in eight different states in the United States, two in the United Kingdom, one in Australia, and one in Canada.
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OTHER OPERATIONS
White Mountains’s Other Operations segment consists of the Company and its wholly-owned subsidiary WM Capital, its other intermediate holding companies, its wholly-owned investment management subsidiary WM Advisors, investment assets managed by WM Advisors, its interests in MediaAlpha, PassportCard Limited (“PassportCard”) and DavidShield Life Insurance Agency (2000) Ltd. (“DavidShield”) (collectively, “PassportCard/DavidShield”), Elementum Holdings LP (“Elementum”), certain other consolidated and unconsolidated entities (“Other Operating Businesses”) and certain other assets.
MediaAlpha
MediaAlpha is a marketing technology company. It operates a transparent and efficient customer acquisition technology platform that facilitates real-time transactions between buyers and sellers of consumer referrals (i.e., clicks, calls and leads), primarily in the property & casualty, health and life insurance verticals. MediaAlpha generates revenue by earning a fee for each consumer referral sold on its platform. A transaction becomes payable only on a qualifying consumer action, and is not contingent on the sale of a product to the consumer. MediaAlpha’s core verticals of property & casualty insurance, health insurance and life insurance supported over $1 billion in transaction value across its platform over the last two years.
In March 2014, White Mountains acquired a controlling ownership interest in MediaAlpha. On February 26, 2019, MediaAlpha completed the sale of a significant minority stake to Insignia Capital Group in connection with a recapitalization and cash distribution to existing equityholders (the “2019 MediaAlpha Transaction”). MediaAlpha also repurchased a portion of the holdings of existing equityholders. White Mountains reduced its ownership interest to 48.3% of MediaAlpha (42.0% on a fully diluted, fully converted basis) as a result of the 2019 MediaAlpha Transaction.
On October 30, 2020, MediaAlpha completed an initial public offering (the “MediaAlpha IPO”). In the offering, White
Mountains sold 3.6 million shares at $19.00 per share ($17.67 per share net of underwriting fees) and received total proceeds of
$64 million. White Mountains also received $55 million of net proceeds related to a dividend recapitalization at MediaAlpha prior to the MediaAlpha IPO.
On March 23, 2021, MediaAlpha completed a secondary offering of 8.1 million shares. In the secondary offering, White
Mountains sold 3.6 million shares at $46.00 per share ($44.62 per share net of underwriting fees) for net proceeds of
$160 million.
White Mountains deconsolidated MediaAlpha as a result of the 2019 MediaAlpha Transaction and stopped reporting it as a segment. Prior to the MediaAlpha IPO, White Mountains’s non-controlling equity interest in MediaAlpha was accounted for at fair value within other long-term investments. Following the MediaAlpha IPO, White Mountains’s non-controlling equity interest in MediaAlpha is accounted for at fair value based on the publicly traded share price of MediaAlpha’s common stock.
As of December 31, 2021, White Mountains owned 16.9 million shares, representing a 28.0% basic ownership interest
(25.7% fully-diluted/fully-converted basis). At the December 31, 2021 closing price of $15.44 per share, the fair value of
White Mountains’s investment in MediaAlpha was $262 million. As of December 31, 2020, White Mountains owned 20.5 million MediaAlpha shares, representing a 35.0% ownership interest (32.3% on a fully-diluted, fully converted basis). At the December 31, 2020 closing price of $39.07 per share, the fair value of White Mountains’s remaining investment in MediaAlpha was $802 million.
PassportCard/DavidShield
PassportCard is a U.K.-based global MGA offering the travel industry’s first real-time, paperless insurance solution, which facilitates claim payouts in minutes wherever and whenever the customer needs it. PassportCard receives commissions for placing policies with its insurance carrier partners and licensing fees for use of its card-based technology. PassportCard distributes its products through the broker channel and on a direct-to-consumer basis, and also franchises its solutions in certain markets to major travel insurance and medical assistance companies.
DavidShield is an MGA that is the leading provider of expatriate medical insurance in Israel and uses the same card-based delivery system as PassportCard. Since 2000, DavidShield has delivered industry-leading medical insurance solutions to diplomats, non-governmental organizations and thousands of multinational corporations and individuals in over 95 countries. DavidShield receives structured commissions for placing policies with its insurance carrier partners and licensing fees for use of its card-based technology.
There are a number of distinct advantages to the PassportCard/DavidShield insurance solutions that differentiate them in the marketplace. Through the real-time claims handling process, PassportCard/DavidShield are generally able to control claims, loss costs and fraud upfront, driving lower than industry average loss ratios for their reinsurance partners. Further, the card-based, paperless delivery model enables a superior customer experience, commanding industry-leading customer retention rates and strong brand loyalty. PassportCard/DavidShield originally launched in, and remains principally focused on, the Israeli marketplace.
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In January 2020, PassportCard/DavidShield received regulatory approval for its wholly-owned insurance carrier. The carrier writes both the leisure travel and expatriate medical business and cedes 100% of the underwriting risk to its reinsurance partner.
In April 2015, White Mountains acquired a 50.0% ownership interest in PassportCard for $21 million. In January 2018, White Mountains acquired a 50.0% ownership interest in DavidShield for a net purchase price of $28 million. As a result of the January 2018 transaction, White Mountains and its joint venture partner each held a 50.0% stake in PassportCard/DavidShield. In May 2020, White Mountains made an additional $15 million investment in PassportCard/DavidShield to support the business through the ongoing COVID-19 pandemic. The transaction increased White Mountains’s ownership interest from 50.0% to 53.8%.
White Mountains’s non-controlling equity interest in PassportCard/DavidShield is accounted for at fair value within other long-term investments. As of December 31, 2021 and 2020, the fair value of White Mountains’s interest in PassportCard/DavidShield was $120 million and $95 million.
Elementum
Elementum is a third-party registered investment adviser specializing in natural catastrophe insurance-linked securities (“ILS”). On May 31, 2019, White Mountains acquired a 30.0% limited partnership interest in Elementum for $55 million (the “Elementum Transaction”). In January 2021, White Mountains invested an additional $2 million in Elementum. White Mountains’s non-controlling equity interest in Elementum is accounted for at fair value within other long-term investments. As of December 31, 2021 and 2020, the fair value of White Mountains’s interest in Elementum totaled $45 million and $55 million. As of December 31, 2021 and 2020, White Mountains had a 29.7% and a 28.9% limited partnership interest in Elementum.
Elementum manages separate accounts and pooled investment vehicles across various ILS sectors, including catastrophe bonds, collateralized reinsurance investments and industry loss warranties, on behalf of third-party clients. As part of the Elementum Transaction, White Mountains also committed to invest $50 million in ILS funds managed by Elementum, which was fully invested as of December 31, 2020. As of December 31, 2021 and 2020, White Mountains had $52 million and $51 million invested in the ILS funds managed by Elementum.
Other Operating Businesses
White Mountains has controlling equity interests in various other operating businesses, which are consolidated. As of December 31, 2021, White Mountains reported $100 million of total assets, including $16 million of assets held for sale, $63 million of total equity (net of intercompany eliminations), including $16 million of equity associated with an Other Operating Business classified as held for sale, and $12 million of non-controlling interests related to these businesses. As of December 31, 2020, White Mountains reported $67 million of total assets, $39 million of total equity (net of intercompany eliminations) and $2 million of non-controlling interests related to these businesses.
White Mountains also has non-controlling equity interests in various other operating businesses and private debt instruments with various other operating businesses, which are generally accounted for at fair value within other long-term investments. As of December 31, 2021 and 2020, the fair value of these interests totaled $37 million and $52 million.
WM Advisors
As of December 31, 2021, WM Advisors managed and/or provided oversight and administration for substantially all of White Mountains’s fixed maturity investments, short-term investments, common equity securities and other long-term investments, with the exception of BAM’s investment portfolio, which is managed by BAM and sub-advised to an outside third-party registered investment manager.
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INVESTMENTS
White Mountains’s investment philosophy is to maximize long-term after-tax total returns while taking prudent levels of risk and maintaining a diversified portfolio, subject to White Mountains’s investment guidelines and various regulatory restrictions. Under White Mountains’s investment philosophy, each dollar of after-tax investment income or investment gains (realized or unrealized) is valued equally. White Mountains’ investment philosophy also incorporates Environmental, Social and Governance (“ESG”) considerations. For investment assets actively managed by WM Advisors, thorough credit risk assessments are conducted, utilizing Nationally-Recognized Statistical Rating Organizations’ research and ratings. For actively managed investment assets sub-advised to third-party registered investment managers, WM Advisors only utilizes managers who incorporate ESG factors into their investment processes.
White Mountains maintains a fixed income portfolio that consists primarily of high-quality, short-duration, fixed maturity investments and short-term investments. White Mountains invests in fixed maturity investments that are attractively priced in relation to their investment risks and actively manages the average duration of the fixed income portfolio. As of December 31, 2021, the fixed income portfolio duration, including short-term investments, was 2.6 years. White Mountains has established relationships with select third-party registered investment advisers to manage a portion of its fixed income portfolio. See “Portfolio Composition” on page 62.
White Mountains maintains an equity portfolio that consists of common equity securities, its investment in MediaAlpha and other long-term investments. During the second half of 2020, White Mountains liquidated its portfolio of common equity securities in anticipation of funding the Ark Transaction. Following the Ark Transaction, White Mountains’s portfolio of common equity securities consists of international listed funds held in the Ark portfolio. White Mountains’s other long-term investments consist of unconsolidated entities, including Kudu’s Participation Contracts, a bank loan fund, private equity funds, hedge funds, Lloyd’s trust deposits, ILS funds and private debt instruments.
REGULATION
United States
Insurance Regulation
BAM is subject to regulation and supervision in New York and each of the states where it is licensed to conduct business. Generally, state regulatory authorities have broad supervisory and administrative powers over such matters as licenses, standards of solvency, premium rates, policy forms, investments, statutory deposits, methods of accounting, form and content of financial statements, claims reserves and LAE liabilities, reinsurance, minimum capital and surplus requirements, dividends and other distributions to shareholders, annual and other report filings and other market conduct. In general, such regulation is for the protection of policyholders rather than shareholders. White Mountains believes that BAM is in compliance with all applicable laws and regulations pertaining to its business that would have a material effect on its financial condition and results of operations in the event of non-compliance.
NSM, through its subsidiaries, is licensed in all 50 states and the District of Columbia. White Mountains believes NSM is in compliance with all applicable laws and regulations pertaining to its business that would have a material effect on its financial condition and results of operations in the event of non-compliance.
State Accreditation and Monitoring
State insurance laws and regulations include numerous provisions governing marketplace activities of insurers, including provisions governing marketing and sales practices, policyholder services, claims management and complaint handling. State regulatory authorities generally test and enforce these provisions through periodic market conduct examinations. The NYDFS conducts periodic examinations of insurance companies domiciled in New York, usually at five-year intervals. In 2019, the NYDFS commenced and in early 2020 completed its examination of BAM and issued a Report on Examination of BAM for the period ending December 31, 2018. The reports did not note any significant regulatory issues concerning BAM.
Risk Limits
New York Insurance Law establishes single and aggregate risk limits for financial guaranty insurers. Single risk limits for financial guaranty insurers are applicable to all obligations issued by a single entity and backed by a single revenue source. Insurance on municipal obligations is also subject to a limit where the insured average annual debt service for a single risk, net of qualifying reinsurance and collateral, may not exceed 10% of policyholders' surplus and contingency reserves. In addition, the insured principal of municipal obligations attributable to any single risk, net of qualifying reinsurance and collateral, is limited to 75% of policyholders' surplus and contingency reserves.
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The New York Insurance Law also establishes aggregate risk limits on the basis of total outstanding principal and interest of guaranteed obligations insured net of qualifying reinsurance and collateral (the “Aggregate Net Liability”), compared to the sum of the insurer’s policyholders’ surplus and contingency reserves. Under these limits, policyholders' surplus and contingency reserves for municipal obligations must not be less than 0.33% of the Aggregate Net Liability. If a financial guaranty insurer fails to comply with single or aggregate risk limits, the NYDFS has broad discretion to order the insurer to cease new business originations. As of December 31, 2021, BAM was in compliance with the single and aggregate risk limits.
Distributions
No payment of principal or interest on the BAM Surplus Notes may be made without the approval of the NYDFS.
Contingency Reserves
The New York Insurance Law and the insurance laws of other non-domiciliary states in which it is licensed require BAM to maintain a contingency reserve. The contingency reserve is a liability established to protect policyholders against the effect of adverse economic developments or other unforeseen circumstances. BAM records a contingency reserve in accordance with New York Insurance Law and calculates and monitors contingency reserves required by other non-domiciliary states in which it is licensed.
Cybersecurity
NYDFS’s cybersecurity regulation (“Part 500”) requires financial services institutions, including BAM and NSM, to establish and maintain a cybersecurity program designed to protect consumers’ private data and the confidentiality, integrity and availability of the institution’s information systems.
In 2018, California enacted the California Consumer Privacy Act (the “CCPA”), which broadly regulates the sale of California residents’ personal information and grants California residents certain rights to, among other things, access and delete data about them in certain circumstances. In November 2020, California augmented the CCPA by enacting the California Privacy Rights Act (the “CPRA”). Among other things, the CPRA grants consumers the right to correct inaccurate data about them and creates a new enforcement agency. Compliance with the CCPA and the CPRA, or similar laws in other jurisdictions, may increase the cost of providing services, including those provided by NSM.
Investments
BAM is subject to state laws and regulations that require investment portfolio diversification and that dictate the quality, quantity and general types of investments it may hold. Non-compliance may cause non-conforming investments to be non-admitted when measuring statutory surplus and, in some instances, may require divestiture.
Holding Company Structure
Regulations under certain state insurance holding company acts contain reporting requirements relating to the capital structure, ownership, financial condition and general business operations of insurance entities. These regulations also contain special reporting and prior approval requirements with respect to certain transactions among affiliates. The domiciliary states of insurance entities impose regulatory application and approval requirements on acquisitions that may be deemed to confer control. In some states as little as 5% may be deemed to confer control, and the application process for approval can be extensive and time consuming. Although BAM has no ownership relationship with HG Re or HG Global, BAM agreed with the NYDFS to submit any agreements, or amendments thereto, among BAM and HG Re, HG Global and their affiliated entities or controlling persons to the NYDFS as if they were subject to Article 15 of the New York Insurance Law, which relates to transactions with holding companies.
Federal Regulation
Although the federal government does not directly regulate the insurance business, federal legislation and administrative policies impact the industry. In addition, legislation has been introduced that, if enacted, could result in the federal government assuming a more direct role in the regulation of the insurance industry. Notably, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) created the Federal Insurance Office (“FIO”) within the Treasury Department, which is responsible for gathering information and monitoring the insurance industry to identify gaps in the regulation of insurers that could contribute to a systemic crisis in the insurance industry or U.S. financial system.
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Premium Accounts Held in Trust
NSM maintains approximately 74 trust accounts in order to comply with fiduciary requirements under U.S. state and U.K. Financial Conduct Authority (the “FCA”) insurance laws and regulations relating to premium trust accounts. Under such laws, insurance agencies that do not make immediate remittances to counterparties (such as insurance companies, clients or other producers to which premium, commissions or other amounts are due from time to time) must segregate funds owed to such counterparties and these funds must be held in trust for the insurance company, client or other relevant third-party payee. NSM’s use of trust accounts is routinely subject to audits by carrier partners and other external auditors. As of December 31, 2021, NSM believes that it is in compliance with all applicable laws and regulations pertaining to premium trust accounts that would have a material effect on its financial condition and results of operations in the event of non-compliance.
Bermuda
Insurance Regulation
The Insurance Act 1978 of Bermuda and related regulations, as amended (the “Insurance Act”), regulates the insurance
business of HG Re, a special purpose insurer (“SPI”), and GAIL, Ark’s wholly-owned Class 4 insurance and reinsurance company. The Insurance Act provides that no person may carry on any insurance business in or from within Bermuda unless registered as an insurer under the Insurance Act by the Bermuda Monetary Authority (“BMA”). The BMA, in deciding whether to grant registration, has broad discretion to act as it thinks fit in the public interest. From time to time, HG Re and GAIL may apply for, and be granted, certain modifications to, or exemptions from, regulatory requirements, which may otherwise apply to them.
The Insurance Act imposes solvency and liquidity standards as well as auditing and reporting requirements and confers on the BMA powers to supervise, investigate and intervene in the affairs of insurance companies.
The European Parliament recognizes Bermuda’s regulatory regime as achieving Solvency II equivalence for its commercial insurers. Equivalence between Bermuda's regulatory regime and the U.K.'s prudential regime has been automatically maintained following the expiry of the U.K.'s transition period for leaving the EU on January 1, 2021.
Classification of HG Re and GAIL
As an SPI, HG Re is an insurer that carries on special purpose business. Special purpose business under the Insurance Act is insurance business under which an insurer fully funds its liabilities to the insured persons through (i) the proceeds of any one or more of (a) a debt issuance where the repayment rights of the providers of such debt are subordinated to the rights of the person insured, or (b) some other financing mechanism approved by the BMA; (ii) cash; and (iii) time deposits. An SPI may be registered to carry on either restricted special purpose business or unrestricted special purpose business. Restricted special purpose business is special purpose business conducted between an SPI and specific insureds approved by the BMA. Unrestricted special purpose business means special purpose business conducted by an SPI with any insured. HG Re is only able to carry on restricted purpose business.
GAIL is registered as a Class 4 insurer where (i) it has at the time of its application for registration, or will have before it carries on insurance business, a total statutory capital and surplus of not less than $100 million; and (ii) it intends to carry on general insurance business including excess liability business or property catastrophe, marine & energy, casualty and specialty reinsurance business.
Capital and Solvency Return
As a Class 4 insurer, GAIL is required to file, on an annual basis, a capital and solvency return in respect of their general business, which currently includes, among other items, a statutory economic balance sheet, a schedule of risk management, a catastrophe risk return, a schedule of loss triangles or reconciliation of net loss reserves (where applicable), a schedule of eligible capital and the Enhanced Capital Requirement (“ECR”) as calculated by the Bermuda Solvency and Capital Requirement (“BSCR”) model (or an approved internal model). The BSCR is a mathematical model designed to give the BMA robust methods for determining an insurer’s capital adequacy. Underlying the BSCR is the belief that all insurers should operate on an ongoing basis with a view to maintaining their capital at a prudent level in excess of the minimum solvency margin otherwise prescribed under the Insurance Act. The 2021 BSCR must be filed with the BMA before April 30, 2022; at this time, we believe GAIL will exceed the minimum amount required to be maintained under Bermuda law.
As an SPI, HG Re is also required to annually file with the BMA a statutory return which includes, among other matters, the statutory financial statements, a statement of control and changes of control, a solvency certificate, an annual statutory declaration, an own-risk assessment, alternative capital arrangements report, cyber risk management report and compliance with sanctions report.
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Financial Condition Report
As a Class 4 insurer, GAIL is required to prepare and publish a financial condition report (“FCR”), which provides, among other things, details of measures governing the business operations, corporate governance framework and solvency and financial performance of the insurer/insurance group. The FCR will be made available in accordance with the requirements of the Insurance Act.
As an SPI, HG Re is not subject to this requirement.
Minimum Solvency Margin
A general business insurer’s statutory assets must exceed its statutory liabilities by an amount, equal to or greater than the prescribed minimum solvency margin, which varies with the category of its registration. The minimum solvency margin that must be maintained by a Class 4 insurer is the greater of (i) $100 million, (ii) 50% of net premiums written (with a credit for reinsurance ceded not exceeding 25% of gross premiums), (iii) 15% of net aggregate loss and loss expense provisions and other insurance reserves, or (iv) 25% of the ECR, which is established by reference to the BSCR model.
The minimum solvency margin that must be maintained by an SPI is that the value of the special purpose business assets must exceed its special purpose business liabilities by at least $1.00.
Enhanced Capital Requirement
As a Class 4 insurer, GAIL is required to maintain its available statutory economic capital and surplus at a level at least equal to its ECR. In either case, the ECR shall at all times equal or exceed the insurer’s minimum solvency margin and may be adjusted in circumstances where the BMA concludes that the insurer’s risk profile deviates significantly from the assumptions underlying its ECR or the insurer’s assessment of its risk management policies and practices used to calculate the ECR applicable to it. While not specifically referred to in the Insurance Act, the BMA has also established a target capital level for each Class 4 insurer equal to 120% of the respective ECR. While a Class 4 insurer is not currently required to maintain its statutory economic capital and surplus at this level, the target capital level serves as an early warning tool for the BMA and failure to maintain statutory capital at least equal to the target capital level will likely result in increased BMA regulatory oversight. As an SPI, HG Re is not subject to this requirement.
Minimum Liquidity Ratio
The Insurance Act provides a minimum liquidity ratio for general business insurers such as GAIL. An insurer engaged in general business is required to maintain the value of its relevant assets at not less than 75% of the amount of its relevant liabilities. Relevant assets include, but are not limited to, cash and time deposits, quoted investments, unquoted bonds and debentures, investment income due and accrued, accounts and premiums receivable, insurance and reinsurance balances receivable and funds held by ceding reinsurers. Relevant liabilities include, but are not limited to, general business insurance reserves and total other liabilities less deferred income tax and sundry liabilities, letters of credit and guarantees.
Eligible Capital
As a Class 4 insurer, GAIL must maintain available capital in accordance with a “three tiered capital system” to enable the BMA to better assess the quality of an insurer’s capital resources. All capital instruments are classified as either basic or ancillary capital, which in turn are classified into one of three tiers (Tier 1, Tier 2 and Tier 3) based on their “loss absorbency” characteristics. Eligibility limits are then applied to each tier in determining the amounts eligible to cover regulatory capital requirement levels. The highest capital is classified as Tier 1 capital and lesser quality capital is classified as either Tier 2 capital or Tier 3 capital. Under this regime, not more than certain specified percentages of Tier 1, Tier 2 and Tier 3 capital may be used to satisfy the Class 4 insurers' minimum solvency margin, ECR requirements and target capital level.
Restrictions on Dividends, Distributions and Reductions of Capital
As a Class 4 insurer, GAIL is prohibited from declaring or paying any dividends if in breach of the required minimum solvency margin or minimum liquidity ratio (the “Relevant Margins”) or if the declaration or payment of such dividend would cause the insurer to fail to meet the Relevant Margins. Further, Class 4 insurers are prohibited from declaring or paying in any financial year dividends of more than 25% of its total statutory capital and surplus (as shown on its previous financial year’s statutory balance sheet) unless it files (at least seven days before payment of such dividends) with the BMA an affidavit stating that it will continue to meet its Relevant Margins. Class 4 insurers must obtain the BMA’s prior approval for a reduction by 15% or more of the total statutory capital as set forth in its previous year’s financial statements. These restrictions on declaring or paying dividends and distributions under the Insurance Act are in addition to the solvency requirements under the Companies Act 1981 of Bermuda, as amended (the “Companies Act”). See “LIQUIDITY AND CAPITAL RESOURCES — Dividend Capacity” on page 66 for further discussion.
As an SPI, HG Re is not required to obtain the BMA’s prior approval in connection with any reduction of total statutory capital, but is prohibited from declaring or paying a dividend if it is in breach of its minimum solvency margin or if the declaration or payment of such dividend would cause such a breach.
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Insurance Code of Conduct
All Bermuda insurers are required to comply with the BMA’s Insurance Code of Conduct, which establishes duties, requirements and standards to be complied with to ensure each insurer implements sound corporate governance, risk management and internal controls. Failure to comply with these requirements will be a factor taken into account by the BMA in determining whether an insurer is conducting its business in a sound and prudent manner under the Insurance Act and, in the case of GAIL, in calculating the operational risk charge applicable in accordance with the insurer's BSCR model (or an approved internal model)
Powers of Investigation, Intervention and Obtaining Information
The BMA has certain powers of investigation and intervention relating to insurers and their holding companies, subsidiaries and other affiliates, which it may exercise in the interest of such insurer’s policyholders or if there is any risk of insolvency or of a breach of the Insurance Act or the insurer’s license conditions. The BMA may cancel an insurer’s registration on certain grounds specified in the Insurance Act.
Notification of Cyber Reporting Events
Every insurer subject to the Insurance Act is required to notify the BMA where the insurer has reason to believe that a Cyber Reporting Event has occurred. Within 14 days of such notification, the insurer must also furnish the BMA with a written report setting out all of the particulars of the Cyber Reporting Event that are available to it. A Cyber Reporting Event includes any act that results in the unauthorized access to, disruption, or misuse of electronic systems or information stored on such systems of an insurer, including breach of security leading to the loss or unlawful destruction or unauthorized disclosure of or access to such systems or information where there is a likelihood of an adverse impact to policyholders, clients or the insurer’s insurance business, or a similar event for which notice is required to be provided to a regulatory body or government agency.
Policyholder Priority
In the event of a liquidation or winding up of an insurer, policyholders’ liabilities receive payment ahead of general unsecured creditors. Subject to the prior payment of preferential debts under the Employment Act 2000 and the Companies Act, the insurance debts of an insurer must be paid in priority to all other unsecured debts of the insurer.
Certain Other Bermuda Law Considerations
The Company is an exempted company incorporated and organized under the Companies Act. As a result, the Company is required to comply with the provisions of the Companies Act regulating the payment of dividends and making of distributions from contributed surplus. A company is prohibited from declaring or paying a dividend, or making a distribution out of contributed surplus, if there are reasonable grounds for believing that:
(1) the company is, or would after the payment be, unable to pay its liabilities as they become due; or
(2) the realizable value of the company’s assets would thereby be less than its liabilities.
In addition, the Companies Act regulates return of capital, reduction of capital and any purchase or redemption of shares by the Company.
The Economic Substance Act 2018, as amended (“ESA”) came into effect in Bermuda in December 2018 and impacts every Bermuda registered entity engaged in a “relevant activity”, requiring impacted entities to maintain a substantial economic presence in Bermuda and to satisfy economic substance requirements. Under the ESA, insurance or holding entity activities (both as defined in the ESA and the Economic Substance Regulations 2018, as amended) are relevant activities. To the extent that the ESA applies to any of our Bermuda entities, we are required to demonstrate compliance with economic substance requirements by filing an annual economic substance declaration with the Bermuda Registrar of Companies. Any entity that must satisfy economic substance requirements but fails to do so could face automatic disclosure to competent authorities in the EU of the information filed by the entity with the Bermuda Registrar of Companies in connection with the economic substance requirements. Additionally, a company may also face penalties, restriction or regulation of its business activities and may be struck off as a registered entity in Bermuda for failure to satisfy economic substance requirements. The Company believes it complies with all of the applicable laws and regulations pertaining to economic substance that would have a material effect on its financial condition and results of operations in the event of non-compliance.
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Under Bermuda law, exempted companies are companies formed for the purpose of conducting business outside Bermuda from a principal place in Bermuda. As an exempted company, the Company may not, without the express authorization of the Bermuda legislature or under a license granted by the Bermuda Minister of Finance (the “Minister”), participate in various specified business transactions, including
•the acquisition or holding of land in Bermuda, except land held by way of lease or tenancy agreement which is required for the Company’s business and held for a term not exceeding 50 years, or which is used to provide accommodation or recreational facilities for the Company’s officers and employees and held with the consent of the Minister, for a term not exceeding 21 years;
•the taking of mortgages on land in Bermuda in excess of $50,000;
•the acquisition of any bonds or debentures secured by any land in Bermuda, other than certain types of Bermuda government or public authority securities; or
•subject to some exceptions, the carrying on of business of any kind in Bermuda for which the Company is not licensed in Bermuda.
Under Bermuda law, non-Bermudians (other than spouses of Bermudians, holders of permanent resident certificates and holders of working resident certificates) may not engage in any gainful occupation in Bermuda without an appropriate governmental work permit. Work permits may be granted or extended by the Bermuda government upon showing that, after proper public advertisement in most cases, no Bermudian (or spouse of a Bermudian or a holder of a permanent resident’s certificate or holder of a working resident’s certificate) is available who meets the minimum standard requirements for the advertised position. A waiver from advertising is automatically granted in respect of any chief executive officer position and other chief officer positions. The employer can also make a request for a waiver from the requirement to advertise in certain other cases, as expressed in the Bermuda government's work permit policies. Currently, each of the Company's Bermuda-based professional employees who requires a work permit has been granted a work permit by the Bermuda government.
United Kingdom
PRA and FCA Regulation
Insurers in the United Kingdom are dual-regulated by the FCA and the Prudential Regulation Authority (the “PRA”) (collectively, the “U.K. Regulators”). The PRA currently has ultimate responsibility for the prudential supervision of financial services in the U.K. The FCA has responsibility for market conduct regulation. The U.K. Regulators regulate insurers, insurance intermediaries and Lloyd’s. Both the PRA and FCA have substantial powers of intervention in relation to regulated firms.
NSM and AHU, Ark’s wholly-owned MGA, are authorized and regulated in the United Kingdom principally by the FCA as insurance intermediaries. The FCA has a wide range of rule-making, investigatory and enforcement powers, and monitors compliance with regulatory requirements. The FCA aims (i) to secure an appropriate degree of protection for consumers, (ii) to protect and enhance the integrity of the U.K.’s financial system and (iii) to promote effective competition in the interests of consumers.
Lloyd’s Regulation
Lloyd’s as a whole is authorized by the PRA and regulated by both the FCA and the PRA. Lloyd’s is required to implement certain rules prescribed by the PRA and by the FCA; such rules are to be implemented by Lloyd’s pursuant to its powers under the Lloyd’s Act 1982 relating to the operation of the Lloyd’s market. Lloyd’s prescribes, in respect of its managing agents and corporate and individual members (“Members”), certain minimum standards relating to their management and control, solvency and various other requirements. If it appears to either the PRA or the FCA that either Lloyd’s is not fulfilling its delegated regulatory responsibilities or that managing agents are not complying with the applicable regulatory rules and guidance, the PRA or the FCA may intervene at their discretion.
Lloyd’s permits its Members to underwrite insurance risks through Lloyd’s syndicates. Members of Lloyd’s may participate in a syndicate for one or more underwriting year(s) by providing capital to support the syndicate’s underwriting. All syndicates are managed by Lloyd’s approved managing agents. Managing agents receive fees and profit commissions in respect of the underwriting and administrative services they provide to the syndicates. Lloyd’s prescribes, in respect of its managing agents and Members, certain minimum standards relating to their management and control, solvency and various other requirements.
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General
The operations of ASML, Ark’s wholly-owned Lloyd’s managing agent, are subject to oversight by Lloyd’s, through the Lloyd’s Council. ASML’s business plan for the Syndicates, including maximum stamp capacity, requires annual approval by Lloyd’s. Stamp capacity is a measure of the amount of net premium (premiums written less acquisition costs) that a syndicate is authorized by Lloyd’s to write. Lloyd’s may require changes to any business plan presented to it or additional capital to be provided to support the underwriting plan. Syndicate 4020 commenced underwriting on April 1, 2007 and Syndicate 3902 on January 1, 2017. Lloyd’s approved stamp capacity in 2022 for Syndicate 4020 is £350 million ($474 million based upon the foreign exchange spot rate as of December 31, 2021), and for Syndicate 3902 is £150 million ($203 million based upon the foreign exchange spot rate as of December 31, 2021). Both Syndicate 4020 and 3902 are supported by capital provided through ACML, Ark’s wholly-owned Lloyd’s Corporate Member.
Ark has deposited certain assets with Lloyd’s to support ACML’s underwriting business at Lloyd’s. Dividends from a Lloyd’s managing agent and a Member of Lloyd’s can be declared and paid provided the relevant syndicate has sufficient profits available for distribution. By entering into a membership agreement with Lloyd’s, ACML has undertaken to comply with all Lloyd’s bye-laws and regulations as well as the provisions of the Lloyd’s Acts and the Financial Services and Markets Act 2000, as amended by the Financial Services Act 2012 (the “FSMA”).
Capital Requirements
The underwriting capacity of a Member of Lloyd’s must be supported by providing a deposit in the form of cash, securities or letters of credit in an amount determined under the capital adequacy regime of the U.K.’s PRA. The amount of such deposit is calculated for each Member through the completion of an annual capital adequacy exercise. Under these requirements, Lloyd’s must demonstrate that each Member has sufficient assets to meet its underwriting liabilities plus a required solvency margin. The required amount of Funds at Lloyd’s is determined by Lloyd’s based on each syndicate’s solvency and capital requirement as calculated through its internal model.
Intervention Powers
The Lloyd’s Council has wide discretionary powers to regulate Members’ underwriting at Lloyd’s. It may, for instance, withdraw a Member’s permission to underwrite business or to underwrite a particular class of business. The Lloyd’s Council may change the basis on which syndicate expenses are allocated or vary the Funds at Lloyd’s requirements or the investment criteria applicable to the provision of Funds at Lloyd’s. Exercising any of these powers might affect the return on the Member’s participation in a given underwriting year. If a Member of Lloyd’s is unable to pay its debts to policyholders, the Member may obtain financial assistance from the Lloyd’s Central Fund, which in many respects acts as an equivalent to a state guaranty fund in the U.S. If Lloyd’s determines that the Central Fund needs to be increased, it has the power to assess premium levies on current Members of Lloyd’s. The Lloyd’s Council has discretion to call or assess up to 3% of a Member’s underwriting capacity in any one year as a Central Fund contribution.
While not currently material to our operations, Syndicates 4020 and 3902 also access insurance business from the European Economic Area though the London Branch of Lloyd’s Insurance Company. Lloyd’s Insurance Company is authorized and regulated by the National Bank of Belgium and regulated by the Financial Services and Markets Authority.
Solvency II and the U.K.’s Domestic Prudential Regime
The European Parliament adopted Solvency II in April 2009 and it came into effect on January 1, 2016. Solvency II represents a risk-based approach to insurance regulation and capital adequacy. Its principal goals are to improve the correlation between capital and risk, effect group supervision of insurance and reinsurance affiliates, implement a uniform capital adequacy structure for (re)insurers across the EU Member States, establish consistent corporate governance standards for insurance and reinsurance companies, and establish transparency through standard reporting of insurance operations. Under Solvency II, an insurer’s or reinsurer’s capital adequacy in relation to various insurance and business risks may be measured with an internal model developed by the insurer or reinsurer and approved for use by the Member State’s regulator or pursuant to a standard formula developed by the European Commission. Following the U.K.'s exit from the EU, and the expiry of the transition period on December 31, 2020, U.K. authorized insurers are subject to the U.K.'s separate domestic prudential regime. This regime is identical to the Solvency II regime from January 1, 2021, although the two regimes may begin to diverge over time. The U.K. is currently undertaking a review of Solvency II and of the regulatory regime applicable to U.K. authorized insurers and reinsurers.
The PRA granted approval to Lloyd’s internal model application in December 2015. Each year, the PRA requires Lloyd’s to satisfy an annual solvency test which measures whether Lloyd’s has sufficient assets in the aggregate to meet all outstanding liabilities of its Members, both current and run-off. If Lloyd’s fails this test, the PRA may require the entire Lloyd’s market to cease underwriting or individual Lloyd’s Members may be required to cease or reduce their underwriting.
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Cybersecurity
In 2018, the EU General Data Privacy Regulation (the “GDPR”) became effective. The GDPR requires companies to satisfy requirements regarding the notification of data breaches and the handling of personal and sensitive data, including its use, protection and the ability of persons whose data is stored to correct or delete such data about themselves. The GDPR permits regulators to impose fines of up to €20 million or 4% of global annual revenue, whichever is higher, and establishes a private right of action.
The GDPR was transposed into U.K. domestic law in January 2021 following the United Kingdom's exit from the EU (“U.K. GDPR”) and supplements the United Kingdom's Data Protection Act of 2018. The UK GDPR mirrors the compliance requirements and fine structure of the GDPR.
Climate Change
In 2019, the PRA issued Supervisory Statement 3/19 “Enhancing banks’ and insurers’ approaches to managing the financial risks from climate change” and the “Framework for assessing financial impacts of physical climate change” (collectively the “PRA 2019 climate change risk management guidelines”). In response to the PRA 2019 climate change risk management guidelines, Ark has established a climate change working group and has undertaken a climate change risk assessment. The risk assessment highlighted regulatory, claims, and underwriting, and investment risks associated with climate change. Ark regularly analyzes climate change risk as part of its risk management framework. Ark also engages with industry peers through the Lloyd’s Climate Change market group. Ark has assigned its Chief Risk Officer responsibility under the PRA Senior Insurance Managers Regime for climate change risk. The Chief Risk Officer reports to the Ark Board on climate change matters on a quarterly basis.
General
Change of Control
The jurisdictions where we operate have laws and regulations that require regulatory approval of a change of control. Where such laws apply to us, there can be no effective change in our control (or in the control of some or our subsidiaries) unless the person seeking to acquire control has filed a statement with the regulators and obtained prior approval for the proposed change.
RATINGS
Insurance companies are evaluated by various rating agencies in order to measure each company’s financial strength. Higher ratings generally indicate financial stability and a stronger ability to pay claims. White Mountains believes that strong ratings are important factors in the marketing and sale of insurance products and services to agents, consumers and ceding companies.
As of February 25, 2022, BAM was rated “AA/stable” by Standard & Poor’s. “AA” is the third highest of 23 financial strength ratings assigned by Standard & Poor’s.
As of February 25, 2022, each of Lloyd’s Syndicates 4020 and 3902, benefits from the financial strength rating of “A/stable” by A.M. Best Company, Inc. (“A.M. Best”) and “A+/stable” by Standard & Poor’s assigned to the Lloyd’s marketplace. “A” is the third highest of 16 financial strength ratings assigned by A.M. Best and “A+” is the fifth highest of 23 financial strength ratings assigned by Standard & Poor’s.
As of February 25, 2022, GAIL was rated “A/stable” by A.M. Best.
HUMAN CAPITAL
As of December 31, 2021, White Mountains employed 1,648 people (consisting of 70 people at the Company, WM Capital, its other intermediate holding companies, WM Advisors and HG Global, 84 people at BAM, 208 people at Ark, 999 people at NSM, 12 people at Kudu, and 275 people at the consolidated Other Operating Businesses).
One of White Mountains’s key strengths lies in its people and it proactively supports each employee’s well-being and development. White Mountains’s Board of Directors receives periodic reporting on employee satisfaction and concerns and interacts with employees across the organization. White Mountains has an inclusive, team-oriented culture in which all employees are treated with respect. Under the guidelines of its Code of Business Conduct, White Mountains is firmly committed to providing equal employment opportunities. White Mountains is committed to the long-term development of our workforce and the cultivation of our next generation of leaders.
Throughout the unique challenges of 2021 and 2020, White Mountains commitment to the health and safety of its employees and their families has been a guiding priority. To support its employees during this time, White Mountains expanded and encouraged remote work, introduced protocols and practices that emphasized employee well-being, regularly solicited feedback from its employees and significantly increased senior leadership communication.
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Item 1A. Risk Factors
The information contained in this report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. See “FORWARD-LOOKING STATEMENTS” on page 97 for specific important factors that could cause actual results to differ materially from those contained in forward-looking statements. The Company’s actual future results and trends may differ materially depending on a variety of factors including, but not limited to, the risks and uncertainties discussed below.
Risks Related to White Mountains Generally
If we are required to write down goodwill and other intangible assets, it could materially adversely affect our results of operations and financial condition.
As of December 31, 2021, we had total goodwill and other intangible assets of $1,066 million on our consolidated balance sheet, most of which relates to our acquisitions of Ark and NSM and NSM’s subsequent acquisitions of KBK, Embrace, the Renewal Rights from AIG, Kingsbridge and J.C. Taylor. As of December 31, 2021, goodwill and other intangible assets related to Ark and NSM were $1,018 million.
We periodically review goodwill and other intangible assets to determine whether an impairment has occurred. An impairment of goodwill or other intangible assets occurs when the carrying value of the asset exceeds its fair value. The evaluation of goodwill or other intangible assets for impairment requires the use of significant judgment in determining fair value, including assumptions about the future performance of the associated business. We may experience unexpected circumstances that cause future results to differ significantly from those assumptions used in our estimation of the fair value of our goodwill and other intangible assets that could cause us to conclude that goodwill and other intangible assets are impaired. Such an impairment would result in a non-cash charge to income that could materially adversely affect our results of operations and financial condition.
Our investment portfolio may suffer reduced returns or losses, which could materially adversely affect our results of operations and financial condition. Adverse changes in equity markets, interest rates, debt markets or foreign currency exchange rates could result in significant losses to the value of our investment portfolio.
Our investment portfolio primarily consists of fixed maturity investments, short-term investments, common equity securities, our investment in MediaAlpha and other long-term investments. We invest to maximize long-term after-tax total returns while taking prudent levels of risk and maintaining a diversified portfolio subject to our investment guidelines and various regulatory restrictions. However, investing entails substantial risks. We may not achieve our investment objectives, and our investment performance may vary substantially over time. Losses or volatility in the equity or fixed income markets could materially adversely affect our results of operations and financial condition.
The fair market value of our investment portfolio is affected by general economic and market conditions that are outside of our control, including (i) fluctuations in equity market levels, interest rates, debt market levels and foreign currency exchange rates, (ii) public health crises, natural disasters, terrorist attacks and other outside events, and (iii) credit losses sustained by issuers. A significant decline in the equity markets such as that experienced from September 2008 to March 2009 could materially adversely affect our results of operations and financial condition. In addition to causing declines in the value of securities that we own in our investment portfolio, public health crises, natural disasters, terrorist attacks and other outside events can adversely affect general commercial activity and the economies of many countries, which could materially adversely affect the business, financial condition and results of operations of the entities in which we have invested. For example, reductions of travel, including due to travel restrictions and bans imposed by governments due to the COVID-19 pandemic, could negatively impact revenues at PassportCard/DavidShield. We are also exposed to changes in debt markets. Interest rates are highly sensitive to many factors, including governmental monetary policies, economic and political conditions and other factors beyond our control. In particular, a significant increase in interest rates could result in significant losses in the value of our investment portfolio and, consequently, could materially adversely affect our results of operations and financial condition. We also hold investments, such as unconsolidated entities, including Kudu’s Participation Contracts, a bank loan fund, private equity funds, hedge funds, Lloyd’s trust deposits, ILS funds and private debt instruments that are not regularly traded in active investment markets and may be illiquid. These investments can experience volatility in their returns or valuation, which could materially adversely affect our results of operations and financial condition.
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We may be subject to greater volatility from our investment in MediaAlpha, which could materially adversely affect our results of operations and financial condition.
On October 30, 2020, MediaAlpha completed the MediaAlpha IPO. Following the MediaAlpha IPO, White Mountains’s investment in MediaAlpha is valued based on the publicly-traded share price of MediaAlpha’s common stock, which at the December 31, 2021 closing price of $15.44 per share was $262 million. As a result, White Mountains’s reported book value per share and adjusted book value per share may be subject to greater volatility in the future, as the valuation of its investment in MediaAlpha based on the publicly-traded share price of MediaAlpha’s common stock could be more volatile than the valuation of its investment in MediaAlpha based on the private discounted cash flow model used in White Mountains’s financial statements in periods prior to the MediaAlpha IPO. Should there be a significant decrease in the publicly-traded share price of MediaAlpha’s common stock, it could materially adversely affect our results of operations and financial condition.
We have successfully created shareholder value through acquisitions and dispositions. We may not be able to continue to create shareholder value through such transactions in the future, which could materially adversely affect our results of operations and financial condition.
In past years, we have completed numerous acquisitions and dispositions, many of which have contributed significantly to creating shareholder value. Failure to identify and complete future acquisitions and dispositions could limit our ability to create shareholder value. Even if we were to identify and complete future acquisitions and dispositions, there is no assurance that such transactions will ultimately achieve their anticipated benefits, and such transactions could materially adversely affect our results of operation and financial condition.
Our investment portfolio includes securities that do not have readily observable market prices. We use valuation methodologies that are inherently subjective and uncertain to value these securities. The values of securities established using these methodologies may never be realized, which could materially adversely affect our results of operations and financial condition.
As of December 31, 2021, White Mountains owned $891 million in securities, including our investments in Kudu’s Participation Contracts and PassportCard/DavidShield, that are not actively traded in public markets, do not have readily observable market prices, and are classified as Level 3 investments in the GAAP fair value hierarchy. On a quarterly basis, we make a good faith determination of the fair value of our Level 3 investments in our GAAP financial statements using valuation techniques that are inherently subjective and uncertain.
In determining the GAAP fair value of these securities, we use judgment in selecting the fair value methodology and the significant inputs that are employed by that methodology for each such investment. See “Level 3 Measurements” under “CRITICAL ACCOUNTING ESTIMATES - Fair Value Measurements” on pages 76 - 78 for a description of the methodologies we use to determine GAAP fair value of our investments without a readily observable market price. Given the inherent subjectivity and uncertainty in the methodologies we use to determine the fair value of our investments without a readily observable market price, the values of such investments established using these methodologies may never be realized, which could materially adversely affect our results of operations and financial condition.
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Risks Related to HG Global/BAM’s Business and Industry
BAM may not maintain a favorable financial strength rating, which could materially adversely affect its ability to conduct business and, consequently, could materially adversely affect our results of operations and financial condition.
Third-party rating agencies assess and rate the financial strength of insurers, including claims-paying ability. These ratings are based upon criteria established by the rating agencies and are subject to revision at any time at the sole discretion of the rating agencies. Some of the criteria relate to general economic conditions and other circumstances outside the rated insurer’s control. The financial strength rating of Standard & Poor’s is used by outside parties to assess the suitability of BAM as a business counterparty and is an important factor in establishing BAM’s competitive position.
Standard & Poor’s periodically evaluates BAM to confirm that it continues to meet the criteria of the rating previously assigned to it. On June 6, 2017, Standard & Poor’s placed BAM on credit watch negative and initiated a detailed review of BAM’s financial strength rating. On June 26, 2017, Standard & Poor’s concluded its review and affirmed BAM’s “AA/stable” financial strength rating. During the time that BAM’s financial strength rating was placed on credit watch negative by Standard & Poor’s, it voluntarily withdrew from the marketplace and did not write any municipal bond insurance policies.
The maintenance of an “AA” or better financial strength rating from Standard & Poor’s is particularly important to BAM’s ability to write municipal bond insurance policies and meet its debt service obligations under the BAM Surplus Notes. On July 28, 2021, Standard & Poor’s concluded its most recent review and affirmed BAM’s “AA/stable” financial strength rating. See “RATINGS” on page 25. A downgrade, withdrawal or negative watch/outlook of BAM’s financial strength rating could severely limit or prevent BAM’s ability to write municipal bond insurance policies, which could materially adversely affect our results of operations and financial condition.
If BAM does not pay some or all of the principal and interest due on the BAM Surplus Notes, it could materially adversely affect our results of operations and financial condition.
As of December 31, 2021, White Mountains owned $365 million in BAM Surplus Notes and had accrued $158 million of interest thereon. No payment of principal or interest on the BAM Surplus Notes may be made without the approval of the NYDFS. Under its agreements with HG Global, BAM is required to seek regulatory approval to pay principal and interest on the BAM Surplus Notes only to the extent that its capital resources continue to support its outstanding obligations, business plan and rating. It is unlikely that BAM would pay principal and interest on the BAM Surplus Notes if such payments could lead to a rating downgrade. In December 2021, the NYDFS approved a $34 million cash payment of principal and interest on the BAM Surplus Notes. We cannot guarantee that the NYDFS will approve payments on the BAM Surplus Notes in the future.
If BAM does not repay some or all of the principal and interest on the BAM Surplus Notes, it could materially adversely affect our results of operations and financial condition. BAM’s ability to repay principal and interest on the BAM Surplus Notes is dependent on a number of factors, many of which are beyond BAM’s control, including primary municipal bond issuance levels, insured penetration rates, interest rate levels, credit spreads, trading value, capture rate and market share. BAM also could incur significant losses from the municipal bonds it insures. In addition, the municipal bond insurance industry is highly competitive. BAM’s primary competitor is Assured. BAM and Assured each seeks to differentiate itself through financial strength ratings, claims paying resources and underwriting strategies. If BAM is unable to compete effectively against Assured, it could result in fewer policies issued, lower premium levels and less favorable policy terms and conditions.
We are exposed to losses from municipal bond insurance written by BAM through our reinsurance arrangements between BAM and HG Re, which could materially adversely affect our results of operations and financial condition.
Our reinsurance subsidiary, HG Re, reinsures (i) losses up to the first 15%-of-par outstanding on each municipal bond insured by BAM and (ii) certain municipal bonds insured by BAM on an excess of loss basis. Should the policies underwritten by BAM experience insured losses for any reason, it could materially adversely affect our results of operations and financial condition. The COVID-19 pandemic is negatively impacting the finances of municipalities to varying degrees, and, over time, financial stress could emerge. BAM views consumption-based tax-backed credits (sales, hotel, excise), transportation-related credits (airports, mass transportation, ports and toll roads) and higher education-related credits as those most likely to be affected by pandemic-related impacts on the economy. Combined, these sectors total approximately 16% of BAM’s outstanding insured par.
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Risks Related to Ark’s Business and Industry
Unpredictable catastrophic events could materially adversely affect our results of operations and financial condition.
Ark writes insurance and reinsurance policies that cover unpredictable catastrophic events. Ark has exposure to losses caused by unpredictable catastrophic events including natural and other disasters such as hurricanes, windstorms, earthquakes, floods, wildfires, tornadoes, tsunamis, and severe winter weather all over the world. Catastrophes can also include large losses driven by public health crises, terrorist attacks, explosions, infrastructure failures, and cyber-attacks.
The extent of a catastrophe loss is a function of both the severity of the event and total amount of insured exposure to the event as well as the coverage provided to customers. Increases in the value and concentration of insured property or insured employees, the effects of inflation, changes in weather patterns and increased terrorism could increase the future frequency and/or severity of claims from catastrophic events. Climate change contributes to higher temperatures, sea level rise and more extreme weather events including droughts, heavy storms, wildfires, and stronger hurricanes, which increases the frequency and severity of major natural catastrophes. There is also a growing threat of cyber catastrophes due to the increasing interconnectivity of global systems. Claims from catastrophic events could materially adversely affect our results of operations and financial condition. Ark’s ability to write new insurance and reinsurance policies could also be impacted as a result of corresponding reductions in its capital levels.
Ark seeks to manage its exposure to catastrophic losses by limiting and monitoring the aggregate insured value of policies in geographic areas with exposure to catastrophic events and by buying reinsurance. To manage, monitor and analyze insured values and potential losses, Ark utilizes proprietary and third-party catastrophe management software to estimate potential losses for many different catastrophe scenarios. Ark incorporates the physical risk of climate change in its underwriting process through sensitivity and stress testing of its catastrophe models, including increased frequency of U.S. windstorms and the implications of storm surge. Ark’s estimates of potential losses are dependent on many variables, including assumptions about storm intensity, storm surge, and loss amplification, loss adjustment expenses and insurance-to-value in the aftermath of weather-related catastrophes. In addition, Ark has to account for quality of data provided by insureds. Accordingly, if the assumptions are incorrect, the losses Ark might incur from an actual catastrophe could be materially different than the expectation of losses generated from modeled catastrophe scenarios, which could materially adversely affect our results of operations and financial condition.
Ark and its subsidiaries benefit from favorable financial strength ratings from A.M. Best and Standard & Poor’s, the deterioration of which could materially adversely affect its ability to conduct business and, consequently, could materially adversely affect our results of operations and financial condition.
Third-party rating agencies assess and rate the financial strength, including claims-paying ability, of insurers, reinsurers and the Lloyd’s marketplace. These ratings are based upon criteria established by the rating agencies and are subject to revision at any time at the sole discretion of the agencies. Some of the criteria relate to general economic conditions and other circumstances outside the rated company’s control. These financial strength ratings are used by policyholders, agents and brokers to assess the suitability of insurers and reinsurers as business counterparties and are an important factor in establishing the competitive position of insurance and reinsurance companies. Rating agencies periodically evaluate us to confirm that we continue to meet the criteria of the ratings previously assigned to us.
The maintenance of “A-” or better financial strength ratings is particularly important to Ark’s ability to write new or renewal property and casualty insurance and reinsurance business in most markets. Ark writes insurance and reinsurance through Lloyd’s Syndicates 4020 and 3902, each of which benefits from the financial strength rating of “A/stable” by A.M. Best and “A+/stable” by Standard & Poor’s assigned to the Lloyd’s marketplace. Beginning in January 2021, Ark began writing certain classes of its business through GAIL, Ark’s wholly-owned Bermuda-based insurance and reinsurance company, which has been assigned an “A/stable” financial strength rating by A.M. Best. See “RATINGS” on page 25.
A downgrade, withdrawal or negative watch/outlook of these financial strength ratings could severely limit or prevent Ark from writing new policies or renewing existing policies, which could materially adversely affect our results of operations and financial condition. A downgrade, withdrawal or negative watch/outlook of these financial strength ratings also could limit our ability to raise new debt or could make new and certain existing debt more costly and/or have more restrictive conditions.
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Ark may not successfully alleviate risk through reinsurance and retrocessional arrangements, which could materially adversely affect our results of operations and financial condition.
Ark attempts to limit its risk of loss through reinsurance and retrocessional arrangements. Retrocessional arrangements refer to reinsurance purchased by a reinsurer to cover its own risks assumed from ceding companies. The availability and cost of reinsurance and retrocessional protection is subject to market conditions, which are outside of our control. In addition, the coverage provided by Ark’s reinsurance and retrocessional arrangements may be inadequate to cover its future liabilities. As a result, Ark may not be able to successfully alleviate risk through these arrangements, which could materially adversely affect our results of operations and financial condition.
Purchasing reinsurance does not relieve Ark of its underlying obligations to policyholders or ceding companies, so any inability to collect amounts due from reinsurers could materially adversely affect our results of operations and financial condition. Inability to collect amounts due from reinsurers can result from a number of scenarios, including: (1) reinsurers choosing to withhold payment due to a dispute or other factors beyond our control; and (2) reinsurers becoming unable to pay amounts owed to us as a result of a deterioration in their financial condition. While we currently believe the condition of Ark’s reinsurers is strong, it is possible that one or more of Ark’s reinsurers will be adversely affected by future significant losses or economic events, causing them to be unable or unwilling to pay amounts owed.
In addition, due to factors such as the price or availability of reinsurance or retrocessional coverage, we sometimes decide to increase the amount of risk we retain by purchasing less reinsurance. Such determinations have the effect of increasing our financial exposure to losses associated with such risks and, in the event of significant losses associated with a given risk, could materially adversely affect our results of operations and financial condition.
The property and casualty insurance and reinsurance industries are highly competitive and cyclical and we may not be able to compete effectively in the future, which could materially adversely affect our results of operations and financial condition.
The property and casualty insurance and reinsurance industries are highly competitive and have historically been cyclical, experiencing periods of severe price competition and less selective underwriting standards (soft markets) followed by periods of relatively high prices and more selective underwriting standards (hard markets). Ark competes with other Lloyd’s syndicates, the London companies market participants and major U.S., Bermuda and European and other international insurance and reinsurance companies. Many of these competitors have greater resources than Ark does, have established long-term and continuing business relationships throughout the insurance and reinsurance industries and may have higher financial strength ratings, which can be a significant competitive advantage for them.
Soft primary insurance market conditions could lead to a significant reduction in reinsurance premium rates, less favorable contract terms and fewer submissions for Ark’s reinsurance underwriting capacity. The supply of reinsurance is also related to the level of reinsured losses and the level of industry capital which, in turn, may fluctuate in response to changes in rates of return earned in the reinsurance industry. As a result, the reinsurance business historically has been a cyclical industry characterized by periods of intense price competition due to excess underwriting capacity as well as periods when shortages of capacity permitted improvements in reinsurance rate levels and terms and conditions. In addition, in recent years the persistent low interest rate environment and ease of entry into the reinsurance sector has led to increased competition from third-party capital in the property catastrophe excess reinsurance line. This alternative capital provides collateralized property catastrophe protection in the form of catastrophe bonds, industry loss warranties, sidecars and other vehicles that facilitate the ability for non-reinsurance entities, such as hedge funds and pension funds, to compete for property catastrophe excess reinsurance business outside of the traditional treaty market.
We expect to continue to experience the effects of the insurance and reinsurance industries’ cyclicality. If Ark is unable to maintain its competitive position throughout soft and hard market cycles, its business may be adversely affected and we may not be able to compete effectively in the future, which could materially adversely affect our results of operations and financial condition.
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Ark’s loss and LAE reserves may be inadequate to cover the ultimate liability for losses, and as a result, our results of operations and financial condition could be adversely affected.
Ark must maintain reserves adequate to cover the estimated ultimate liabilities for loss and LAE. Loss and LAE reserves are typically comprised of (1) case reserves for reported claims and (2) incurred but not reported (“IBNR”) reserves for losses that have occurred but for which claims have not yet been reported and for expected future development on case reserves. Loss and LAE reserves are estimates of what Ark believes the settlement and administration of claims will cost based on facts and circumstances then known to Ark. These estimates involve actuarial and claims assessments, and require Ark to make a number of assumptions about future events that are subject to unexpected changes and are beyond Ark’s control, such as future trends in claim severity, emerging coverage issues, frequency, inflation, legislative and judicial changes and other factors. Because of uncertainties associated with estimating ultimate loss and LAE reserves, we cannot be certain that Ark’s reserves are adequate. In the event that Ark’s reserves become insufficient to cover the actual losses and LAE, Ark may need to add to the reserves, which could have a material adverse effect on our results of operations and financial condition. For further discussion of our loss and LAE reserves, see “CRITICAL ACCOUNTING ESTIMATES — Loss and LAE Reserves” on page 79.
Risks Related to NSM’s Business and Industry
Our commission revenues are dependent on many factors, some of which are beyond our control, including the pricing and profitability of certain segments of the property and casualty insurance industry, which is highly competitive and cyclical.
NSM generates most of its revenues from commissions that are a portion of premiums charged by insurance companies to their insureds. NSM also generates profit commissions from certain of its businesses that are paid by insurance companies based on the profitability of policies placed with them. NSM is an MGA and program administrator with delegated binding authorities, and as such, its carrier partners bear the insurance risk on the programs designed and underwritten by NSM. Should NSM fail to meet the profitability expectations of the carriers that write the business it places, those carriers could choose to stop writing the business, which could materially adversely affect NSM’s commission revenues and, consequently, could materially adversely affect our results of operations and financial condition.
The property and casualty insurance industry is highly competitive and has historically been cyclical, experiencing periods of severe price competition and less selective underwriting standards (soft markets) followed by periods of relatively high prices and more selective underwriting standards (hard markets). The cyclicality of the property and casualty markets is beyond our control and could materially adversely affect our results of operations and financial condition by reducing the commissions we receive for property and casualty insurance we place during soft markets. We expect to continue to experience the effects of cyclicality and may not be able to successfully manage the associated risks.
Our future commission revenues could also be materially adversely affected by other factors beyond our control, including (i) the increasing availability of capital markets-based products designed to replace traditional insurance and reinsurance products; (ii) growth in the direct-to-consumer sales channel at the expense of insurance intermediaries including agents; and (iii) the percentage of premium insurance carriers will pay for placement services.
A substantial portion of NSM’s business is placed with one insurance carrier, and most of NSM’s business is placed with a small number of carriers.
NSM placed approximately 25% of its business with its single largest carrier during the year ended December 31, 2021. NSM placed approximately 65% of its business with its five largest carriers during the year ended December 31, 2021. Should any of these carriers reduce the volume of business accepted from NSM or adversely change the terms and conditions of placement, we cannot guarantee that NSM would be able to find other carriers to assume the business, which could materially adversely affect our results of operations and financial condition.
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Risks Related to Kudu’s Business and Industry
Kudu’s financial performance is dependent upon its clients’ asset and performance-based fees, which are subject to a variety of economic, market and other risks.
Through our subsidiary Kudu, we provide capital solutions for asset management firms through non-controlling equity interests in the form of revenue and earnings participation contracts. Kudu’s clients generate their revenues and earnings by charging asset based fees, which are typically a percentage of the value of the assets they manage for their clients, and/or performance based fees, which are typically a portion of actual returns achieved for their clients above a target return. The revenue that Kudu generates from its clients is subject to the same general economic and market risks that may affect our investment portfolio. See “Our investment portfolio may suffer reduced returns or losses, which could materially adversely affect our results of operations and financial condition. Adverse changes in equity markets, interest rates, debt markets or foreign currency exchange rates could result in significant losses to the value of our investment portfolio.” on page 26.
Additionally, Kudu’s clients participate in a highly competitive, highly regulated industry that subjects their operations to a number of other risks that are out of our control and could materially adversely affect our results of operations and financial condition, including (i) changes in investor preference from the actively-managed investments offered by Kudu’s clients to passively-managed investments; (ii) the ability of Kudu’s clients to successfully attract new clients and retain existing ones; (iii) the ability of Kudu’s clients to avoid fee compression; (iv) the reliance of Kudu’s clients on a small number of key personnel; and (v) future changes to regulations that make Kudu’s clients’ businesses more cumbersome and expensive to operate.
Risks Related to Taxation
We may be treated as a PFIC, in which case a U.S. holder of our common shares could be subject to disadvantageous rules under U.S. federal income tax laws.
Significant potential adverse U.S. federal income tax consequences apply to any U.S. person who owns shares in a passive foreign investment company (“PFIC”). In general, a non-U.S. corporation is classified as a PFIC for a taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to certain “look-through” rules, either (i) 75% or more of its gross income is passive income or (ii) 50% or more of the average quarterly value of its gross assets is attributable to assets that produce passive income or are held for the production of passive income. If a corporation is treated as a PFIC for a taxable year, it is generally treated as a PFIC for all later taxable years. Passive income for PFIC purposes generally includes interest, dividends and other investment income, subject to certain exceptions.
On January 15, 2021 new final and proposed PFIC regulations issued by the U.S. Department of the Treasury were published in the Federal Register. The final regulations are generally effective for tax years of shareholders beginning on or after their date of publication. The proposed regulations may be selectively adopted by shareholders prior to their finalization. We are carefully studying the final and proposed regulations, including their effective dates and their application to White Mountains to determine their effects on our PFIC status in the future.
While we believe that White Mountains should not currently be treated as a PFIC based upon the income and assets of White Mountains and the income and assets of its subsidiaries (taking into account certain applicable subsidiary “look-through” rules), there is no assurance that White Mountains will not become a PFIC in the future as a result of changes in law or regulations (or their application to White Mountains) or changes in our assets, income or business operations. Nor is there assurance that the Internal Revenue Service will not successfully argue that White Mountains is now, or in the future may become, a PFIC.
If we are determined to be a PFIC, a U.S. person may be subject to less advantageous tax consequences upon the sale, exchange or receipt of dividends with respect to our common shares and may be required to pay U.S. federal income tax at ordinary income rates for gains and dividends, as well as an interest charge on certain “excess distributions.” Certain elections designed to mitigate the adverse consequences of owning shares in a PFIC, including a “Protective QEF Election,” may be available. If you are a U.S. person, we encourage you to consult your own tax advisor concerning the potential tax consequences to you under the PFIC rules.
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The Company and certain of our non-U.S. subsidiaries may become subject to U.S. tax, which could materially adversely affect our results of operations and financial condition.
The Company and our non-U.S. subsidiaries without U.S. branches operate in a manner such that none of these companies should be subject to U.S. tax (other than U.S. excise tax on insurance and reinsurance premium income attributable to insuring or reinsuring U.S. risks and U.S. withholding tax on some types of U.S. source investment income) because none of these companies should be treated as engaged in a trade or business within the United States. However, because there is considerable uncertainty as to the activities that constitute being engaged in a trade or business within the United States, we cannot be certain that the Internal Revenue Service will not contend successfully that the Company or its non-U.S. subsidiaries without U.S. branches are engaged in a trade or business in the United States. If the Company or any of its non-U.S. subsidiaries without U.S. branches were considered to be engaged in a trade or business in the United States, such entity could be subject to U.S. corporate income and branch profits taxes on the portion of its earnings effectively connected to such U.S. business, which could materially adversely affect our results of operations and financial condition.
Changes in tax laws or tax treaties could materially adversely affect our results of operations and financial condition.
The income of our U.S. subsidiaries is subject to U.S. federal, state and local income tax and other taxes. The income of our non-U.S. subsidiaries is generally subject to a lower tax rate than that imposed by the United States. Certain of our non-U.S. subsidiaries are eligible for the benefits of tax treaties between the United States and other countries. We believe our non-U.S. subsidiaries will continue to be eligible for treaty benefits. However, it is possible that factual changes or changes to U.S. tax laws or changes to tax treaties that presently apply to our non-U.S. subsidiaries could increase income subject to tax, or the tax rate on income, in the United States. Similarly, changes to the applicable tax laws, treaties or regulations of other countries could subject the income of members of our group to higher rates of tax outside the United States. Additionally, the base erosion and profit shifting project currently being undertaken by the Organization for Economic Cooperation and Development (“OECD”) and the European Commission’s investigation into illegal state aid may result in changes to long standing tax principles, which could materially adversely affect our results of operations and financial condition.
Our non-U.S. subsidiaries are treated as CFCs and may subject a U.S. 10% shareholder of our common shares to disadvantageous rules under U.S. federal income tax laws.
The Tax Cuts and Jobs Act of 2017 (“TCJA”) modified certain U.S. tax rules that apply to controlled foreign corporations (“CFCs”). As a result of these changes, each of our non-U.S. subsidiaries is treated as a CFC. If any of our shareholders is a “U.S. 10% shareholder” (as described below) that directly or indirectly owns stock in White Mountains, that shareholder must include in its taxable income each year its pro rata share of our CFC subsidiaries’ “subpart F income” for that year, even if no distributions are received by the U.S. 10% shareholder.
Due to changes made by the TCJA, a shareholder is treated as a U.S. 10% shareholder if the shareholder is a U.S. person who owns directly, indirectly or through constructive ownership rules 10% or more of either the voting power or the total value of our shares. As a result, a U.S. person that owns (directly, indirectly or through constructive ownership rules) 10% or more of our shares will generally be treated as a U.S. 10% shareholder of our CFC subsidiaries, notwithstanding the voting power restrictions of our shares. However, a person that is a U.S. 10% shareholder solely as a result of constructive ownership rules (i.e., such person does not directly or indirectly own stock of White Mountains) should not have a subpart F income inclusion with respect to our CFC subsidiaries.
If you are a U.S. person who might be a U.S. 10% shareholder, we encourage you to consult your own tax advisor concerning the CFC rules.
Proposed regulations could subject U.S. persons who are shareholders to disadvantageous rules under U.S. federal income tax laws pertaining to “related person insurance income”
Proposed regulations issued on January 24, 2022, address the subpart F “related person insurance income” (“RPII”) tax regime. The proposed regulations would expand the scope of relationships giving rise to RPII by treating intra-group reinsurance transactions as generating RPII if a non-U.S. parent entity of the group is majority owned by U.S. persons. If the proposed regulations are finalized as written, U.S. shareholders of the Company could be required to include in their taxable income a proportionate share of White Mountains’s RPII income annually as subpart F income, even if no distributions are received by the U.S. shareholder.
The proposed regulations generally would apply to tax years of corporations beginning on or after the date finalized regulations are published in the Federal Register, and to tax years of U.S. persons in which or with which those corporations' tax years end. We encourage shareholders who are U.S. persons to consult their own tax advisors concerning the proposed regulations.
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Risks Related to Laws and Regulation
Regulation may have a material adverse effect on our operations and financial condition.
We are subject to supervision and regulation by regulatory authorities in the various jurisdictions in which we conduct business, including state, national and international insurance regulators. Regulatory authorities have broad regulatory, supervisory and administrative powers relating to, among other things, data protection and data privacy, solvency standards, licensing, coverage requirements, policy rates and forms and the form and content of financial reports. Regulatory authorities continue to implement new or enhanced regulatory requirements. Regulatory authorities also may seek to exercise their supervisory or enforcement authority in new or more extensive ways. These actions, if they occur, could affect the competitive market and the way we conduct our business and manage our capital and could result in lower revenues and higher costs. As a result, such actions could have a material adverse effect on our results of operations and financial condition.
Bermuda law differs from the laws in effect in the United States and may afford less protection to shareholders.
We are organized under the laws of Bermuda, and a portion of our assets are located outside the United States. As a result, it may not be possible for our shareholders to enforce court judgments obtained in the United States against us based on the civil liability provisions of the federal or state securities laws of the United States, either in Bermuda or in countries other than the United States where we will have assets. In addition, there is some doubt as to whether the courts of Bermuda and other countries would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the federal or state securities laws of the United States or would hear actions against us or those persons based on those laws.
Our corporate affairs are governed by the Bermuda Companies Act. The Companies Act differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including the provisions relating to interested directors, amalgamations, mergers and acquisitions, takeovers, shareholder lawsuits and indemnification of directors. Generally, the duties of directors and officers of a Bermuda company are owed to the company only. Shareholders of Bermuda companies generally do not have rights to take action against directors or officers of the company and may only do so in limited circumstances. Class actions and derivative actions are generally not available to shareholders under Bermuda law. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws. Furthermore, a Bermuda court would ordinarily be expected to permit a shareholder to commence an action that alleges a fraud against non-controlling shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it.
When the affairs of a company are being conducted in a manner that is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company. Additionally, under our bye-laws and as permitted by Bermuda law, each shareholder has waived any claim or right of action against our directors or officers for any action taken by directors or officers in the performance of their duties, except for actions involving fraud or dishonesty. In addition, the rights of our shareholders and the fiduciary responsibilities of our directors under Bermuda law are not as clearly established as under statutes or judicial precedent in existence in jurisdictions in the United States, particularly the State of Delaware. Therefore, our shareholders may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction within the United States.
We could be materially adversely affected if our controls designed to ensure compliance with guidelines, policies, and legal and regulatory standards are not effective.
Our business is highly dependent on our ability to successfully execute a large number of transactions, many of which are complex. These processes are often subject to internal guidelines and policies, and government regulation. A control system, no matter how well designed and operated, can provide only reasonable assurance that the control system’s objectives will be met. If controls are not effective, it could lead to unanticipated risk exposure, or damage to our reputation and, consequently, could materially adversely affect our results of operations and financial condition.
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Other Risks Related to Our Businesses
We may be unable to adequately maintain our systems and safeguard the security of our data, which could adversely impact our ability to operate our business and cause reputational harm and, consequently, could materially adversely affect our results of operations and financial condition.
Because our business and operations rely on secure and efficient information technology systems, we depend on our ability, and the ability of certain third parties, including vendors and business partners, to access our computer systems to perform necessary functions such as providing quotes and product pricing, billing and processing transactions, administering claims, and reporting our financial results. The functioning of these systems may be impacted by any number of events, including power outages, natural and manmade catastrophes, and cyber-attacks. In the event we are unable to access any of our systems, or any third-party system that we rely upon, our ability to operate our business effectively may be significantly impaired.
Our business also depends upon our ability to securely process, store, transmit and safeguard confidential and proprietary information that is in our possession. This information includes confidential information relating to our business, and personally identifiable information (“PII”) and protected health information (“PHI”) belonging to our employees, customers, claimants and business partners. Because our systems may be vulnerable to a variety of forms of unauthorized access that could result in a data breach, including hackers, computer viruses, and other cyber-attacks, as well as breaches that result from dishonest employees, errors by employees or lost or stolen computer devices, we may not be able to protect the confidentiality of such information.
Third parties present an additional risk of cyber-related events. We outsource certain technological and business process functions to third-party providers. We rely on these third parties to maintain and store PII and PHI and other confidential information on their systems. We also routinely transmit such information by e-mail and other electronic means. Although we attempt to establish sufficient controls and secure capabilities to transmit such information and to prevent unauthorized disclosure, these controls may not be sufficient. Furthermore, third-party providers may not have appropriate controls in place to protect such information.
Our computer systems have been and will continue to be the target of cyber-attacks, although we are not aware that we have experienced a material cybersecurity breach. We are also not aware of any third-party vendor having experienced a material cybersecurity breach that impacted our data. The risk of a cyber-attack may increase, and we may experience more significant attacks in the future.
The risks identified above could expose us to data breaches, disruptions of service, financial losses and significant increases in compliance costs and reputational harm. In addition, a data breach could subject us to legal liability or regulatory action under data protection and privacy laws and regulations enacted by federal, state and foreign governments, or other regulatory bodies. As a result, our ability to conduct our business and our results of operations and financial condition could be materially adversely affected.
We may suffer losses from unfavorable outcomes from litigation and other legal proceedings, which could materially adversely affect our results of operations and financial condition.
From time to time we are subject to legal proceedings. In the event of an unfavorable outcome in one or more legal matters, our ultimate liability may be in excess of amounts we have reserved and such additional amounts could materially adversely affect our results of operations and financial condition. Furthermore, it is possible that these legal proceedings could result in equitable remedies or other unexpected outcomes that could materially adversely affect our results of operations and financial condition.
We depend on our key personnel to manage our business effectively and they may be difficult to replace, which could materially adversely affect our results of operations and financial condition.
Much of our competitive advantage is based on the expertise, experience and know-how of our key personnel. We do not have fixed term employment agreements with any of our key personnel or key man life insurance and the loss of one or more of these key personnel could materially adversely affect our results of operations and financial condition. Our success also depends on the ability to hire and retain additional personnel. Difficulty in hiring or retaining personnel could materially adversely affect our results of operations and financial condition.
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Item 1B. Unresolved Staff Comments
As of the date of this report, the Company had no unresolved comments from the Commission staff regarding its periodic or current reports under the Exchange Act.
Item 2. Properties
The Company maintains two professional offices in Hamilton, Bermuda, which serve as its headquarters and its registered office. The Company’s principal executive office is in Hanover, New Hampshire. In addition, White Mountains maintains a professional office in Guilford, Connecticut, which houses its corporate finance and investment functions, and in Boston, Massachusetts, which houses its corporate accounting, reporting and internal audit functions. All of the Company’s professional offices are leased.
HG Global’s and Ark’s headquarters are located in Hamilton, Bermuda. In addition, Ark maintains underwriting offices in London, England and Hamilton, Bermuda. BAM’s and Kudu’s headquarters are located in New York, New York. NSM’s headquarters are located in Conshohocken, Pennsylvania.
The various offices and facilities of the consolidated Other Operating Businesses are owned or leased. Management considers its office facilities suitable and adequate for its current level of operations.
Item 3. Legal Proceedings
None.
Item 4. Mine Safety Disclosures
None.
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the Exchange Act. In accordance therewith, the Company files reports, proxy statements and other information with the SEC. These documents are available at www.sec.gov and www.whitemountains.com shortly after such material is electronically filed with or furnished to the SEC. In addition, the Company’s code of business conduct and ethics as well as the various charters governing the actions of certain of the Company’s Committees of its Board of Directors, including its Audit Committee, Compensation Committee and Nominating and Governance Committee, are available at www.whitemountains.com.
The Company will provide to any shareholder, upon request and without charge, copies of these documents (excluding any applicable exhibits unless specifically requested). Written or telephone requests should be directed to the Corporate Secretary, White Mountains Insurance Group, Ltd., 26 Reid Street, Hamilton, HM 11 Bermuda, telephone number (441) 278-3160. Additionally, all such documents are physically available at the Company’s registered office at Clarendon House, 2 Church Street, Hamilton, HM 11 Bermuda.
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Information About Our Executive Officers (As of February 25, 2022)
| Name | Position | Age | Executive Officer Since | |||||||||||||||||
| G. Manning Rountree | Chief Executive Officer | 49 | 2009 | |||||||||||||||||
| Reid T. Campbell | Executive Vice President and Chief Financial Officer | 54 | 2007 | |||||||||||||||||
| Michaela J. Hildreth | Managing Director and Chief Accounting Officer | 54 | 2021 | |||||||||||||||||
| Robert L. Seelig | Executive Vice President and General Counsel | 53 | 2002 | |||||||||||||||||
All executive officers of the Company and its subsidiaries are elected by the Board for a term of one year or until their successors have been elected and have duly qualified. Information with respect to the principal occupation and relevant business experience of the Executive Officers follows:
Mr. Rountree was appointed as a director and Chief Executive Officer of the Company in March 2017. Prior to that, he served as an Executive Vice President of the Company and President of WM Capital. He joined White Mountains in 2004 and served as President of WM Advisors from March 2009 until December 2014. Prior to joining White Mountains, Mr. Rountree was a Senior Vice President at Putnam Investments for two years. Prior to joining Putnam Investments, Mr. Rountree spent three years with McKinsey & Company. Mr. Rountree is a director and member of the Group Risk Committee of Admiral Group plc, a large car insurance provider based in the United Kingdom. Mr. Rountree also serves as a director of BAM.
Mr. Campbell was appointed Executive Vice President and Chief Financial Officer of the Company in May 2017. Prior to that, he served as a Managing Director of WM Capital and as President of WM Advisors. He joined White Mountains in 1994 and has served in a variety of financial management positions with the Company and its subsidiaries. Prior to joining White Mountains, Mr. Campbell spent three years with KPMG. Mr. Campbell serves as a director of BAM. Effective March 1, 2022, Mr. Campbell will retire from his current role and become President of the Company.
Ms. Hildreth was appointed as Managing Director and Chief Accounting Officer of the Company on May 15, 2021. Prior to that, she served as Managing Director and General Auditor of WM Capital. She joined White Mountains in 2003 and has served in a variety of accounting and auditing-related positions with the Company and its subsidiaries. Prior to joining the Company, Ms. Hildreth spent 13 years with PricewaterhouseCoopers.
Mr. Seelig is Executive Vice President and General Counsel of the Company. Prior to joining White Mountains in 2002, Mr. Seelig was with the law firm of Cravath, Swaine & Moore.
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PART II
Item 5. Market for the Company’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
White Mountains’s common shares are listed on the New York Stock Exchange (symbol “WTM”) and the Bermuda Stock Exchange (symbol “WTM-BH”). As of February 23, 2022, there were 232 registered holders of White Mountains common shares, par value $1.00 per share. For information on securities authorized for issuance under the Company’s equity compensation plans, see “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” on page 101.
The following graph presents the five-year cumulative total return for a shareholder who invested $100 in common shares as of December 31, 2016, assuming re-investment of dividends. Cumulative returns for the five-year period ended December 31, 2021 are also shown for the Standard & Poor’s 500 Stocks Capitalization Weighted Index (“S&P 500”) and the Standard & Poor’s 500 Stocks (Property & Casualty) Capitalization Weighted Index (“S&P P&C”) for comparison.
Purchases of Equity Securities by the Company
The following table provides information regarding common shares repurchased by the Company during the fourth quarter
of 2021:
| Months | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans (1) | Maximum Number of Shares that May Yet Be Purchased Under the Plans (1) | ||||||||||||||||||||||
| October 1 - October 31, 2021 | 11,999 | $ | 1,072.72 | 11,999 | 451,224 | |||||||||||||||||||||
| November 1 - November 30, 2021 | — | $ | — | — | 451,224 | |||||||||||||||||||||
| December 1 - December 31, 2021 | — | $ | — | — | 451,224 | |||||||||||||||||||||
| Total | 11,999 | $ | 1,072.72 | 11,999 | 451,224 | |||||||||||||||||||||
(1) White Mountains’s board of directors has authorized the Company to repurchase its common shares, from time to time, subject to market conditions. The repurchase authorizations do not have a stated expiration date.
Item 6. Selected Financial Data
None.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion contains “forward-looking statements”. White Mountains intends statements that are not historical in nature, which are hereby identified as forward-looking statements, to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. White Mountains cannot promise that its expectations in such forward-looking statements will turn out to be correct. White Mountains’s actual results could be materially different from and worse than its expectations. See “FORWARD-LOOKING STATEMENTS” on page 97 for specific important factors that could cause actual results to differ materially from those contained in forward-looking statements.
The following discussion also includes thirteen non-GAAP financial measures: (i) adjusted book value per share, (ii) growth in adjusted book value per share excluding net realized and unrealized investment losses from White Mountains’s investment in MediaAlpha, (iii) BAM’s gross written premiums and MSC from new business, (iv) Ark’s adjusted loss and loss adjustment expense ratio, (v) Ark’s adjusted insurance acquisition expense ratio, (vi) Ark’s adjusted other underwriting expense ratio, (vii) Ark’s adjusted combined ratio, (viii) NSM’s earnings before interest, taxes, depreciation and amortization (“EBITDA”), (ix) NSM’s adjusted EBITDA, (x) Kudu’s EBITDA, (xi) Kudu’s adjusted EBITDA, (xii) total consolidated portfolio returns excluding MediaAlpha and (xiii) adjusted capital, that have been reconciled from their most comparable GAAP financial measures on page 71. White Mountains believes these measures to be useful in evaluating White Mountains’s financial performance and condition.
RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019
Overview—Year Ended December 31, 2021 versus Year Ended December 31, 2020
White Mountains ended 2021 with book value per share of $1,176 and adjusted book value per share of $1,190, a decrease of 6.5% and 5.7% in the year, including dividends. Comprehensive (loss) income attributable to common shareholders was $(273) million in 2021 compared to $716 million in 2020. The results in 2021 included $380 million of net realized and unrealized investment losses from White Mountains’s investment in MediaAlpha. Excluding net realized and unrealized investment losses from White Mountains’s investment in MediaAlpha, adjusted book value per share increased 4.3% in 2021, including dividends, reflecting strong results within White Mountains’s operating businesses. The results in 2020 included $746 million of net investment income and net realized and unrealized investment gains from White Mountains’s investment in MediaAlpha. The results in 2020 also included $131 million from the release of a deferred tax liability as a result of an internal reorganization in connection with the MediaAlpha IPO.
At the December 31, 2021 closing price of $15.44 per share, which was down from $39.07 at December 31, 2020, the value of White Mountains’s investment in MediaAlpha was $262 million, which was down from $802 million at December 31, 2020. Based on White Mountains’s ownership of 16.9 million shares of MediaAlpha as of December 31, 2021, each $1.00 per share increase or decrease in the stock price of MediaAlpha will result in an approximate $5.65 per share increase or decrease in White Mountains’s book value per share and adjusted book value per share. On March 23, 2021, MediaAlpha completed a secondary offering of 8.05 million shares at $46.00 per share ($44.62 per share net of underwriting fees). In the secondary offering, White Mountains sold 3.6 million shares for net proceeds of $160 million.
White Mountains capital base was, more or less, fully deployed at the end of 2020 with approximately $150 million of undeployed capital. During 2021, White Mountains repurchased and retired 98,511 of its common shares for $108 million. This was more than offset by (i) the $160 million of net proceeds from the MediaAlpha secondary offering and (ii) the termination of White Mountains commitment to provide up to $200 million of additional equity capital to Ark as a result of Ark raising $163 million in new subordinated debt during the third quarter. As a result, White Mountains finished 2021 with approximately $400 million of undeployed capital.
In the HG Global/BAM segment, gross written premiums and MSC collected totaled $118 million in 2021 compared to $131 million in 2020. Total pricing was 67 basis points in 2021 compared to 76 basis points in 2020. BAM insured municipal bonds with par value of $17.5 billion in 2021 compared to $17.3 billion in 2020. During 2021, BAM completed an assumed reinsurance transaction to insure municipal bonds with a par value of $806 million. During 2020, BAM completed an assumed reinsurance transaction to insure municipal bonds with a par value of $37 million.
In December 2021, BAM made a $34 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. In December 2020, BAM made a $30 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. In January 2020, BAM made a one-time $65 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. BAM’s total claims paying resources were $1,192 million as of December 31, 2021 compared to $987 million as of December 31, 2020. During 2021, BAM completed a reinsurance agreement with Fidus Re that increased BAM’s claims paying resources by $150 million.
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On January 1, 2021, White Mountains closed the Ark Transaction. Ark’s GAAP combined ratio was 87% in 2021. Ark’s adjusted combined ratio, which adds back amounts ceded to TPC Providers, was 85% in 2021. The adjusted combined ratio in 2021 included 10 points of catastrophe losses and six points of net favorable prior year reserve development. Ark reported gross written premiums of $1,059 million, net written premiums of $859 million and net earned premiums of $637 million in 2021. Ark reported pre-tax income of $53 million in 2021, which reflected $25 million of transaction expenses related to the Ark Transaction. In the January 2022 renewal season, Ark wrote gross written premiums in excess of $500 million.
NSM reported commission and other revenues of $330 million, pre-tax loss of $28 million and adjusted EBITDA of $71 million in 2021 compared to commission and other revenues of $285 million, pre-tax loss of $13 million and adjusted EBITDA of $59 million in 2020. On April 12, 2021, NSM sold its Fresh Insurance motor business, which resulted in a loss of $29 million recorded in the first quarter of 2021. Results in 2021 include the results of J.C. Taylor from August 6, 2021, the date of its acquisition. Results in 2021 and 2020 include the results of Kingsbridge from April 7, 2020, the date of its acquisition.
Kudu reported total revenues of $134 million, pre-tax income of $108 million and adjusted EBITDA of $33 million in 2021 compared to total revenues of $46 million, pre-tax income of $28 million and adjusted EBITDA of $22 million in 2020. Total revenues and pre-tax income included $22 million of realized gains and $68 million of unrealized gains on Kudu’s Participation Contracts in 2021 compared to $16 million of unrealized gains on Kudu’s Participation Contracts in 2020. Kudu deployed $225 million, including transaction costs, in six asset management firms in 2021. As of December 31, 2021, Kudu had deployed $612 million in 17 asset and wealth management firms globally, including one that was exited. As of December 31, 2021, the asset and wealth management firms have combined assets under management of approximately $66 billion, spanning a range of asset classes, including real estate, real assets, wealth management, hedge funds, private equity and alternative credit strategies.
White Mountains’s pre-tax total consolidated portfolio return on invested assets was -3.4% in 2021. This return included $380 million of net realized and unrealized investment losses from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was 6.4% in 2021. Excluding MediaAlpha, investment returns in 2021 were driven primarily by favorable other long-term investments results.
White Mountains’s pre-tax total consolidated portfolio return on invested assets was 31.9% in 2020. This return included $746 million of net investment income and net realized and unrealized investment gains from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was 4.6% in 2020. Excluding MediaAlpha, investment returns in 2020 were impacted by White Mountains’s decision to liquidate its portfolio of common equity securities in the second half of 2020 in preparation for funding the Ark Transaction as equity markets rallied in the fourth quarter.
Overview—Year Ended December 31, 2020 versus Year Ended December 31, 2019
White Mountains ended 2020 with book value per share of $1,259 and adjusted book value per share of $1,264, an increase of 23.1% and 24.2% in the year, including dividends. Comprehensive income (loss) attributable to common shareholders was $716 million in 2020 compared to $413 million in 2019. The results in 2020 included $746 million of net investment income and net realized and unrealized investment gains from White Mountains’s investment in MediaAlpha. The results in 2020 also included $131 million from the release of a deferred tax liability as a result of an internal reorganization in connection with the MediaAlpha IPO. The results in 2019 included $256 million of net investment income, realized gains and net unrealized investment gains from White Mountains’s investment in MediaAlpha, $182 million of which was from the 2019 MediaAlpha Transaction.
On October 30, 2020, MediaAlpha completed the MediaAlpha IPO. In the offering, White Mountains sold 3.6 million shares and received total proceeds of $64 million. Following the MediaAlpha IPO, White Mountains owned 20.5 million MediaAlpha shares. At the December 31, 2020 MediaAlpha closing price of $39.07 per share, the value of White Mountains’s remaining investment in MediaAlpha was $802 million.
On October 1, 2020, White Mountains entered into a subscription and purchase agreement (the “Ark SPA”) with Ark and certain selling shareholders (collectively with Ark, the “Ark Sellers”). Under the terms of the Ark SPA, White Mountains agreed to contribute $605 million of equity capital to Ark, at a pre-money valuation of $300 million, and to purchase $41 million of shares from the Ark Sellers. White Mountains also agreed to contribute up to an additional $200 million of equity capital to Ark in 2021. In accordance with the Ark SPA, in the fourth quarter of 2020 White Mountains pre-funded/placed in escrow a total of $646 million in preparation for closing the transaction, which is reflected on the balance sheet within the Other Operations segment as of December 31, 2020.
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On January 1, 2021, White Mountains closed the Ark Transaction in accordance with the terms of the Ark SPA. At closing, White Mountains owned 72.0% of Ark on a basic shares outstanding basis (63.0% after taking account of management’s equity incentives). Management’s equity incentives are subject to an 8% rate of return threshold with no catch-up. The remaining shares are owned by employees. In the future, management rollover shareholders could earn additional shares in Ark if and to the extent that White Mountains achieves certain multiple of invested capital return thresholds. These additional shares are generally eligible to vest in three equal tranches at multiple on invested capital (“MOIC”) thresholds of 2.0x, 2.5x and 3.0x. If fully earned, these additional shares would represent 13% of the shares outstanding at closing.
In the January 2021 renewal season, Ark wrote gross written premiums in excess of $270 million.
During 2020, White Mountains deployed approximately $1.0 billion in new business opportunities, including commitments related to the Ark Transaction, which closed on January 1, 2021. Also during 2020, White Mountains repurchased and retired 99,087 of its common shares for $85 million. As a result, White Mountains’s capital base was, more or less fully deployed at the end of 2020 with approximately $150 million of undeployed capital.
Gross written premiums and MSC collected in the HG Global/BAM segment totaled $131 million in 2020 compared to $107 million in 2019. Total pricing was 76 basis points in 2020 compared to 83 basis points in 2019. BAM insured municipal bonds with par value of $17.3 billion in 2020 compared to $12.8 billion in 2019. During 2020, BAM completed an assumed reinsurance transaction to insure municipal bonds with a par value of $37 million. During 2019, BAM completed an assumed reinsurance transaction to insure municipal bonds with a par value of $1.1 billion.
In December 2020, BAM made a $30 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. In January 2020, BAM made a one-time $65 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. In December 2019, BAM made a $32 million cash payment (which included a one-time $10 million cash payment) of principal and interest on the BAM Surplus Notes held by HG Global. BAM’s total claims paying resources were $987 million as of December 31, 2020 compared to $938 million as of December 31, 2019.
NSM reported commission and other revenues of $285 million, pre-tax loss of $13 million and adjusted EBITDA of $59 million in 2020 compared to commission and other revenues of $233 million, pre-tax loss of $2 million and adjusted EBITDA of $48 million in 2019. Results in the year ended December 31, 2020 include the results of Kingsbridge from April 7, 2020, the date of its acquisition. Results in the years ended December 31, 2020 and 2019 include the results of Embrace, a nationwide provider of pet health insurance for dogs and cats, from April 1, 2019, the date of its acquisition.
Kudu reported total revenues of $46 million, pre-tax income of $28 million and adjusted EBITDA of $22 million in 2020 compared to total revenues of $21 million, pre-tax income of $11 million and adjusted EBITDA of $9 million for the period from April 4, 2019, the date of the Kudu Transaction, through December 31, 2019. Total revenues and pre-tax income included $16 million of unrealized gains on Kudu’s Participation Contracts in 2020 compared to $6 million in the period from April 4, 2019 to December 31, 2019. Kudu deployed $121 million, including transaction costs, in five asset management firms in 2020. As of December 31, 2020, Kudu had deployed a total of $386 million, including transaction costs, in 13 asset management firms with combined assets under management of approximately $45 billion.
White Mountains’s pre-tax total return on invested assets was 31.9% in 2020. This return included $746 million of net investment income and net realized and unrealized investment gains from MediaAlpha. Excluding MediaAlpha, the total return on invested assets was 4.6% in 2020. Investment returns in 2020 were impacted by White Mountains’s decision to liquidate its portfolio of common equity securities in the second half of 2020 in preparation for funding the Ark Transaction as equity markets rallied in the fourth quarter.
White Mountains’s pre-tax total return on invested assets was 20.4% in 2019. This return included $188 million of net investment income and net unrealized investment gains from MediaAlpha. Excluding MediaAlpha, the total return on invested assets was 13.0% in 2019. Investment returns in 2019 benefited from White Mountains’s decision to increase equity exposure after markets declined sharply at the end of 2018 ahead of the strong rally in equity markets during 2019.
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Adjusted Book Value Per Share
The following table presents White Mountains’s adjusted book value per share, a non-GAAP financial measure, as of December 31, 2021, 2020 and 2019 and reconciles this non-GAAP measure to book value per share, the most comparable GAAP measure. See “NON-GAAP FINANCIAL MEASURES” on page 71.
| December 31, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Book value per share numerators (in millions): | ||||||||||||||||||||
| White Mountains’s common shareholders’ equity - GAAP book value per share numerator | $ | 3,548.1 | $ | 3,906.0 | $ | 3,261.5 | ||||||||||||||
Time-value of money discount on expected future payments on the BAM Surplus Notes (1) | (125.9) | (142.5) | (151.6) | |||||||||||||||||
HG Global’s unearned premium reserve (1) | 214.6 | 190.0 | 156.7 | |||||||||||||||||
HG Global’s net deferred acquisition costs (1) | (60.8) | (52.4) | (41.5) | |||||||||||||||||
| Adjusted book value per share numerator | $ | 3,576.0 | $ | 3,901.1 | $ | 3,225.1 | ||||||||||||||
| Book value per share denominators (in thousands of shares): | ||||||||||||||||||||
| Common shares outstanding - GAAP book value per share denominator | 3,017.8 | 3,102.0 | 3,185.4 | |||||||||||||||||
| Unearned restricted common shares | (13.7) | (14.8) | (18.5) | |||||||||||||||||
| Adjusted book value per share denominator | 3,004.1 | 3,087.2 | 3,166.9 | |||||||||||||||||
| GAAP book value per share | $ | 1,175.73 | $ | 1,259.18 | $ | 1,023.91 | ||||||||||||||
| Adjusted book value per share | $ | 1,190.39 | $ | 1,263.64 | $ | 1,018.41 | ||||||||||||||
| Year-to-date dividends paid per share | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||||||
(1) Amounts reflects White Mountains’s preferred share ownership in HG Global of 96.9%.
Goodwill and Other Intangible Assets
The following tables presents goodwill and other intangible assets that are included in White Mountains’s adjusted book value as of December 31, 2021, 2020 and 2019:
| December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Goodwill: | ||||||||||||||||||||
| Ark | $ | 116.8 | $ | — | $ | — | ||||||||||||||
| NSM | 503.2 | 506.4 | 381.6 | |||||||||||||||||
| Kudu | 7.6 | 7.6 | 7.6 | |||||||||||||||||
| Other Operations | 17.9 | 11.5 | 5.5 | |||||||||||||||||
| Total goodwill | 645.5 | 525.5 | 394.7 | |||||||||||||||||
| Other intangible assets: | ||||||||||||||||||||
| Ark | 175.7 | — | — | |||||||||||||||||
| NSM | 222.2 | 230.4 | 241.4 | |||||||||||||||||
| Kudu | 1.3 | 1.6 | 2.0 | |||||||||||||||||
| Other Operations | 21.2 | 24.9 | 16.6 | |||||||||||||||||
| Total other intangible assets | 420.4 | 256.9 | 260.0 | |||||||||||||||||
Total goodwill and other intangible assets (1) | 1,065.9 | 782.4 | 654.7 | |||||||||||||||||
| Total goodwill and other intangible assets attributed to non-controlling interests | (117.6) | (28.1) | (23.4) | |||||||||||||||||
| Total goodwill and other intangible assets included in White Mountains’s common shareholders’ equity | $ | 948.3 | $ | 754.3 | $ | 631.3 | ||||||||||||||
(1) See Note 4 — “Goodwill and Other Intangible Assets” on page F-32 for details of other intangible assets.
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Summary of Consolidated Results
The following table presents White Mountains’s consolidated financial results by industry for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Revenues | ||||||||||||||||||||
| Financial Guarantee revenues | $ | 23.0 | $ | 68.5 | $ | 66.6 | ||||||||||||||
| P&C Insurance and Reinsurance revenues | 668.5 | — | — | |||||||||||||||||
| Specialty Insurance Distribution revenues | 330.4 | 285.1 | 233.1 | |||||||||||||||||
| Asset Management revenues | 134.0 | 45.7 | 21.2 | |||||||||||||||||
| Marketing Technology revenues | — | — | 48.8 | |||||||||||||||||
| Other Operations revenues | (211.1) | 781.4 | 523.7 | |||||||||||||||||
| Total revenues | 944.8 | 1,180.7 | 893.4 | |||||||||||||||||
| Expenses | ||||||||||||||||||||
| Financial Guarantee expenses | 65.4 | 63.8 | 56.6 | |||||||||||||||||
| P&C Insurance and Reinsurance expenses | 615.6 | — | — | |||||||||||||||||
| Specialty Insurance Distribution expenses | 358.5 | 297.7 | 235.2 | |||||||||||||||||
| Asset Management expenses | 26.5 | 18.1 | 10.4 | |||||||||||||||||
| Marketing Technology expenses | — | — | 54.9 | |||||||||||||||||
| Other Operations expenses | 180.8 | 155.9 | 131.2 | |||||||||||||||||
| Total expenses | 1,246.8 | 535.5 | 488.3 | |||||||||||||||||
| Pre-tax income (loss) | ||||||||||||||||||||
| Financial Guarantee pre-tax income (loss) | (42.4) | 4.7 | 10.0 | |||||||||||||||||
| P&C Insurance and Reinsurance pre-tax income (loss) | 52.9 | — | — | |||||||||||||||||
| Specialty Insurance Distribution pre-tax income (loss) | (28.1) | (12.6) | (2.1) | |||||||||||||||||
| Asset Management, pre-tax income (loss) | 107.5 | 27.6 | 10.8 | |||||||||||||||||
| Marketing Technology pre-tax income (loss) | — | — | (6.1) | |||||||||||||||||
| Other Operations pre-tax income (loss) | (391.9) | 625.5 | 392.5 | |||||||||||||||||
| Total pre-tax income (loss) | (302.0) | 645.2 | 405.1 | |||||||||||||||||
| Income tax (expense) benefit | (38.6) | 20.5 | (29.3) | |||||||||||||||||
| Net income (loss) from continuing operations | (340.6) | 665.7 | 375.8 | |||||||||||||||||
| Gain (loss) on sale of discontinued operations, net of tax | 18.7 | (2.3) | .8 | |||||||||||||||||
| Net income (loss) | (321.9) | 663.4 | 376.6 | |||||||||||||||||
| Net (income) loss attributable to non-controlling interests | 46.5 | 45.3 | 37.9 | |||||||||||||||||
| Net income (loss) attributable to White Mountains’s common shareholders | (275.4) | 708.7 | 414.5 | |||||||||||||||||
| Other comprehensive income (loss), net of tax | 1.9 | 7.3 | (1.4) | |||||||||||||||||
| Comprehensive income (loss) | (273.5) | 716.0 | 413.1 | |||||||||||||||||
| Comprehensive (income) loss attributable to non-controlling interests | .2 | (.5) | — | |||||||||||||||||
| Comprehensive income (loss) attributable to White Mountains’s common shareholders | $ | (273.3) | $ | 715.5 | $ | 413.1 | ||||||||||||||
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I. Summary of Operations By Segment
As of December 31, 2021, White Mountains conducted its operations through five segments: (1) HG Global/BAM, (2) Ark, (3) NSM, (4) Kudu and (5) Other Operations. In addition, MediaAlpha was consolidated as a reportable segment until the date of the 2019 MediaAlpha Transaction. A discussion of White Mountains’s consolidated investment operations is included after the discussion of operations by segment. White Mountains’s segment information is presented in Note 16 — “Segment Information” on page F-68.
As a result of the Ark Transaction, White Mountains began consolidating Ark in its financial statements as of January 1,
2021. See Note 2 — “Significant Transactions” on page F-17.
As a result of the Kudu Transaction, White Mountains began consolidating Kudu in its financial statements in the second quarter of 2019. White Mountains’s segment disclosures for the year ended December 31, 2019 include Kudu’s results of operations for the period from April 4, 2019, the date of the Kudu Transaction, to December 31, 2019. See Note 2 — “Significant Transactions” on page F-17
As a result of the 2019 MediaAlpha Transaction, White Mountains no longer consolidated MediaAlpha, and consequently it was no longer a reportable segment. White Mountains’s segment disclosures for the year ended December 31, 2019 include MediaAlpha’s results of operations for the period from January 1, 2019 to February 26, 2019, the date of the 2019 MediaAlpha Transaction. See Note 2 — “Significant Transactions” on page F-17.
HG Global/BAM
The following tables present the components of pre-tax income (loss) included in White Mountains’s HG Global/BAM segment related to the consolidation of HG Global, which includes HG Re and its other wholly-owned subsidiaries, and BAM for the years ended December 31, 2021, 2020 and 2019:
| December 31, 2021 | ||||||||||||||||||||||||||
| Millions | HG Global | BAM | Eliminations | Total | ||||||||||||||||||||||
| Direct written premiums | $ | — | $ | 51.2 | $ | — | $ | 51.2 | ||||||||||||||||||
| Assumed written premiums | 47.6 | 4.6 | (47.6) | 4.6 | ||||||||||||||||||||||
| Gross written premiums | 47.6 | 55.8 | (47.6) | 55.8 | ||||||||||||||||||||||
| Ceded written premiums | — | (47.6) | 47.6 | — | ||||||||||||||||||||||
| Net written premiums | $ | 47.6 | $ | 8.2 | $ | — | $ | 55.8 | ||||||||||||||||||
| Earned insurance and reinsurance premiums | $ | 22.2 | $ | 4.7 | $ | — | $ | 26.9 | ||||||||||||||||||
| Net investment income (loss) | 7.2 | 10.3 | — | 17.5 | ||||||||||||||||||||||
| Net investment income (loss) - BAM Surplus Notes | 12.0 | — | (12.0) | — | ||||||||||||||||||||||
| Net realized and unrealized investment gains (losses) | (13.7) | (9.2) | — | (22.9) | ||||||||||||||||||||||
| Other revenues | .5 | 1.0 | — | 1.5 | ||||||||||||||||||||||
| Total revenues | 28.2 | 6.8 | (12.0) | 23.0 | ||||||||||||||||||||||
| Insurance and reinsurance acquisition expenses | 5.7 | 2.6 | — | 8.3 | ||||||||||||||||||||||
| General and administrative expenses | 2.0 | 55.1 | — | 57.1 | ||||||||||||||||||||||
| Interest expense - BAM Surplus Notes | — | 12.0 | (12.0) | — | ||||||||||||||||||||||
| Total expenses | 7.7 | 69.7 | (12.0) | 65.4 | ||||||||||||||||||||||
| Pre-tax income (loss) | $ | 20.5 | $ | (62.9) | $ | — | $ | (42.4) | ||||||||||||||||||
| Supplemental information: | ||||||||||||||||||||||||||
MSC collected (1) | $ | — | $ | 62.2 | $ | — | $ | 62.2 | ||||||||||||||||||
(1) MSC collected are recorded directly to BAM’s equity, which is recorded as non-controlling interest on White Mountains’s balance sheet.
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| December 31, 2020 | ||||||||||||||||||||||||||
| Millions | HG Global | BAM | Eliminations | Total | ||||||||||||||||||||||
| Direct written premiums | $ | — | $ | 61.5 | $ | — | $ | 61.5 | ||||||||||||||||||
| Assumed written premiums | 53.0 | .2 | (53.0) | .2 | ||||||||||||||||||||||
| Gross written premiums | 53.0 | 61.7 | (53.0) | 61.7 | ||||||||||||||||||||||
| Ceded written premiums | — | (53.0) | 53.0 | — | ||||||||||||||||||||||
| Net written premiums | $ | 53.0 | $ | 8.7 | $ | — | $ | 61.7 | ||||||||||||||||||
| Earned insurance and reinsurance premiums | $ | 18.7 | $ | 4.1 | $ | — | $ | 22.8 | ||||||||||||||||||
| Net investment income (loss) | 7.8 | 11.7 | — | 19.5 | ||||||||||||||||||||||
| Net investment income (loss) - BAM Surplus Notes | 18.8 | — | (18.8) | — | ||||||||||||||||||||||
| Net realized and unrealized investment gains (losses) | 11.8 | 11.9 | — | 23.7 | ||||||||||||||||||||||
| Other revenues | .3 | 2.2 | — | 2.5 | ||||||||||||||||||||||
| Total revenues | 57.4 | 29.9 | (18.8) | 68.5 | ||||||||||||||||||||||
| Insurance and reinsurance acquisition expenses | 4.7 | 2.3 | — | 7.0 | ||||||||||||||||||||||
| General and administrative expenses | 2.6 | 54.2 | — | 56.8 | ||||||||||||||||||||||
| Interest expense - BAM Surplus Notes | — | 18.8 | (18.8) | — | ||||||||||||||||||||||
| Total expenses | 7.3 | 75.3 | (18.8) | 63.8 | ||||||||||||||||||||||
| Pre-tax income (loss) | $ | 50.1 | $ | (45.4) | $ | — | $ | 4.7 | ||||||||||||||||||
| Supplemental information: | ||||||||||||||||||||||||||
MSC collected (1) | $ | — | $ | 68.9 | $ | — | $ | 68.9 | ||||||||||||||||||
(1) MSC collected are recorded directly to BAM’s equity, which is recorded as non-controlling interest on White Mountains’s balance sheet.
| December 31, 2019 | ||||||||||||||||||||||||||
| Millions | HG Global | BAM | Eliminations | Total | ||||||||||||||||||||||
| Direct written premiums | $ | — | $ | 28.1 | (2) | $ | — | $ | 28.1 | |||||||||||||||||
| Assumed written premiums | 33.6 | 10.6 | (33.6) | 10.6 | ||||||||||||||||||||||
| Gross written premiums | 33.6 | 38.7 | (33.6) | 38.7 | ||||||||||||||||||||||
| Ceded written premiums | — | (33.6) | (2) | 33.6 | — | |||||||||||||||||||||
| Net written premiums | $ | 33.6 | $ | 5.1 | $ | — | $ | 38.7 | ||||||||||||||||||
| Earned insurance and reinsurance premiums | $ | 13.1 | $ | 3.2 | $ | — | $ | 16.3 | ||||||||||||||||||
| Net investment income (loss) | 7.5 | 14.1 | — | 21.6 | ||||||||||||||||||||||
| Net investment income (loss) - BAM Surplus Notes | 27.4 | — | (27.4) | — | ||||||||||||||||||||||
| Net realized and unrealized investment losses | 11.0 | 16.1 | — | 27.1 | ||||||||||||||||||||||
| Other revenues | — | 1.6 | — | 1.6 | ||||||||||||||||||||||
| Total revenues | 59.0 | 35.0 | (27.4) | 66.6 | ||||||||||||||||||||||
| Insurance and reinsurance acquisition expenses | 3.3 | 2.4 | — | 5.7 | ||||||||||||||||||||||
| General and administrative expenses | 1.6 | 49.3 | — | 50.9 | ||||||||||||||||||||||
| Interest expense - BAM Surplus Notes | — | 27.4 | (27.4) | — | ||||||||||||||||||||||
| Total expenses | 4.9 | 79.1 | (27.4) | 56.6 | ||||||||||||||||||||||
| Pre-tax income (loss) | $ | 54.1 | $ | (44.1) | $ | — | $ | 10.0 | ||||||||||||||||||
| Supplemental information: | ||||||||||||||||||||||||||
MSC collected (1) (2) | $ | — | $ | 68.0 | $ | — | $ | 68.0 | ||||||||||||||||||
(1) MSC collected are recorded directly to BAM’s equity, which is recorded as non-controlling interest on White Mountains’s balance sheet.
(2) During 2019, BAM issued policy endorsements for certain policies issued in periods prior to the second quarter of 2018. The impact of the policy endorsements for the year ended December 31, 2019 was a decrease to BAM’s gross written premiums of $13.4 and an increase to MSC collected of $13.4.
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HG Global/BAM Results—Year Ended December 31, 2021 versus Year Ended December 31, 2020
BAM is required to prepare its financial statements on a statutory accounting basis for the NYDFS and does not report stand-alone GAAP financial results. BAM is owned by its members, the municipalities that purchase BAM’s insurance for their debt issuances. BAM charges an insurance premium on each municipal bond insurance policy it writes. A portion of the premium is MSC and the remainder is a risk premium. In the event of a municipal bond refunding, a portion of the MSC from original issuance can be reutilized, in effect serving as a credit against the total insurance premium on the refunding of the municipal bond.
Gross written premiums and MSC collected in the HG Global/BAM segment totaled $118 million and $131 million in 2021 and 2020. BAM insured $17.5 billion of municipal bonds, $15.6 billion of which were in the primary market, in 2021 compared to $17.3 billion of municipal bonds, $15.3 billion of which were in the primary market, in 2020. During 2021, BAM completed an assumed reinsurance transaction to insure municipal bonds with a par value of $806 million. During 2020, BAM completed an assumed reinsurance transaction to insure municipal bonds with a par value of $37 million. Demand remained strong for insured bonds in the primary market, as insured penetration in the primary market was 8.1% in 2021 compared to 7.6% in 2020.
Total pricing, which reflects both gross written premiums and MSC from new business, decreased to 67 basis points in 2021 compared to 76 basis points in 2020. See “NON-GAAP FINANCIAL MEASURES” on page 71. The decrease in total pricing was driven primarily by a decrease in pricing and the amount of par insured in the secondary market during 2021, partially offset by the assumed reinsurance transaction in the first quarter of 2021. Additionally, during 2021 BAM wrote more higher credit quality business, which can pressure absolute pricing but, at the same time, improve risk-adjusted pricing. Pricing in the primary market decreased to 57 basis points in 2021 compared to 59 basis points in 2020, driven primarily by a decrease in credit spreads. Pricing in the secondary and assumed reinsurance markets, which is more transaction-specific than pricing in the primary market, decreased to 155 basis points in 2021 compared to 197 basis points in 2020.
The following table presents the gross par value of primary and secondary market policies issued, the gross par value of assumed reinsurance, the gross written premiums and MSC collected and total pricing for the years ended December 31, 2021 and 2020:
| Year Ended December 31, | ||||||||||||||
| $ in Millions | 2021 | 2020 | ||||||||||||
| Gross par value of primary market policies issued | $ | 15,560.8 | $ | 15,279.6 | ||||||||||
| Gross par value of secondary market policies issued | 1,118.9 | 2,022.9 | ||||||||||||
| Gross par value of assumed reinsurance | 805.5 | 36.9 | ||||||||||||
| Total gross par value of market policies issued | $ | 17,485.2 | $ | 17,339.4 | ||||||||||
| Gross written premiums | $ | 55.6 | $ | 61.7 | ||||||||||
| MSC collected | 62.2 | 68.9 | ||||||||||||
| Total gross written premiums and MSC collected | $ | 117.8 | $ | 130.6 | ||||||||||
| Present value of future installment MSC collections | — | .3 | ||||||||||||
| Gross written premium adjustments on existing installment policies | .2 | .4 | ||||||||||||
Gross written premiums and MSC from new business (1) | $ | 118.0 | $ | 131.3 | ||||||||||
| Total pricing | 67 bps | 76 bps | ||||||||||||
(1) See “NON-GAAP FINANCIAL MEASURES” on page 71.
HG Global reported pre-tax income of $21 million in 2021 compared to $50 million in 2020. The decrease in pre-tax income was driven primarily by lower investment returns on the HG Global investment portfolio and a decrease in interest income on the BAM Surplus Notes. HG Global’s results in 2021 included $12 million of interest income on the BAM Surplus Notes compared to $19 million in 2020.
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. White Mountains reported pre-tax loss from BAM of $63 million in 2021 compared to $45 million in 2020. The increase in the pre-tax loss was driven primarily by lower investment returns on the BAM investment portfolio partially offset by a decrease in interest expense on the BAM surplus notes. BAM’s results included $12 million of interest expense on the BAM Surplus Notes and $55 million of general and administrative expenses in 2021 compared to $19 million of interest expense on the BAM Surplus Notes and $54 million of general and administrative expenses in 2020.
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In December 2021, BAM made a $34 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. Of this payment, $24 million was a repayment of principal held in the Supplemental Trust and $10 million was a payment of accrued interest held outside the Supplemental Trust.
In December 2020, BAM made a $30 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. Of this payment, $22 million was a repayment of principal held in the Supplemental Trust and $8 million was a payment of accrued interest held outside the Supplemental Trust.
In January 2020, BAM made a one-time $65 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. Of this payment, $48 million was a repayment of principal held in the Supplemental Trust, $1 million was a payment of accrued interest held in the Supplemental Trust and $16 million was a payment of accrued interest held outside the Supplemental Trust.
As of December 31, 2021, White Mountains’s debt service model indicated that the BAM Surplus Notes would be fully repaid between six and seven years prior to final maturity, which is generally consistent with the results of the update of the debt service model as of December 31, 2020.
Through the COVID-19 pandemic, BAM’s portfolio has performed well. All BAM-insured bond payments due
through February 15, 2022 have been made by insureds, and there are no credits on BAM’s watchlist.
HG Global/BAM Results—Year Ended December 31, 2020 versus Year Ended December 31, 2019
Gross written premiums and MSC collected in the HG Global/BAM segment totaled $131 million and $107 million in 2020 and 2019. BAM insured $17.3 billion of municipal bonds, $15.3 billion of which were in the primary market, in 2020 compared to $12.8 billion of municipal bonds, $10.4 billion of which were in the primary market, in 2019. During 2020, BAM completed assumed reinsurance transactions to insure municipal bonds with a par value of $37 million. During 2019, BAM completed assumed reinsurance transactions to insure municipal bonds with a par value of $1.1 billion. Demand increased for insured bonds in the primary market as a result of the COVID-19 pandemic, as insured penetration in the primary market was 7.6% in 2020 compared to 5.9% in 2019.
Total pricing, which reflects both gross written premiums and MSC from new business, decreased to 76 basis points in 2020 compared to 83 basis points in 2019. See “NON-GAAP FINANCIAL MEASURES” on page 71. The mix of business impacted 2020 total pricing as BAM wrote proportionally more lower-priced primary business and less higher-priced secondary market and assumed reinsurance business. Additionally, during 2020 BAM wrote more higher credit quality business, which can pressure absolute pricing but, at the same time, improve risk-adjusted pricing. Pricing in the primary market increased to 59 basis points in 2020 compared to 51 basis points in 2019, driven primarily by increased demand for insurance and wider credit spreads as a result of the COVID-19 pandemic. Pricing in the secondary and assumed reinsurance markets, which is more transaction-specific than pricing in the primary market, decreased to 197 basis points in 2020 compared to 219 basis points in 2019.
The following table presents the gross par value of primary and secondary market policies issued, the gross par value of assumed reinsurance, the gross written premiums and MSC collected and total pricing for the years ended December 31, 2020 and 2019:
| Year Ended December 31, | ||||||||||||||
| $ in Millions | 2020 | 2019 | ||||||||||||
| Gross par value of primary market policies issued | $ | 15,279.6 | $ | 10,405.1 | ||||||||||
| Gross par value of secondary market policies issued | 2,022.9 | 1,311.8 | ||||||||||||
| Gross par value of assumed reinsurance | 36.9 | 1,130.7 | ||||||||||||
| Total gross par value of market policies issued | $ | 17,339.4 | $ | 12,847.6 | ||||||||||
| Gross written premiums | $ | 61.7 | (2) | $ | 38.7 | |||||||||
| MSC collected | 68.9 | (2) | 68.0 | |||||||||||
| Total gross written premiums and MSC collected | $ | 130.6 | $ | 106.7 | ||||||||||
| Present value of future installment MSC collections | .3 | .3 | ||||||||||||
| Gross written premium adjustments on existing installment policies | .4 | (.1) | ||||||||||||
Gross written premiums and MSC from new business (1) | $ | 131.3 | $ | 106.9 | ||||||||||
| Total pricing | 76 bps | 83 bps | ||||||||||||
(1) See “NON-GAAP FINANCIAL MEASURES” on page 71.
(2) During 2019, BAM issued policy endorsements for certain policies issued in periods prior to the second quarter of 2018. The impact of the policy endorsements for the year ended December 31, 2019 was a decrease to BAM’s gross written premiums of $13.4 and an increase to MSC collected of $13.4.
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HG Global reported pre-tax income of $50 million in 2020 compared to $54 million in 2019. The decrease in pretax income was driven primarily by a decrease in interest income on the BAM Surplus Notes partially offset by an increase in income from insurance operations. HG Global’s results in 2020 included $19 million of interest income on the BAM Surplus Notes compared to $27 million in 2019.
White Mountains reported pre-tax loss from BAM of $45 million in 2020 compared to $44 million in 2019. The increase in the pre-tax loss was driven primarily by lower investment returns on the BAM investment portfolio and higher general and administrative expenses partially offset by a decrease in interest expense on BAM surplus notes. BAM’s results included $19 million of interest expense on the BAM Surplus Notes and $54 million of general and administrative expenses in 2020 compared to $27 million of interest expense on the BAM Surplus Notes and $49 million of general and administrative expenses in 2019.
In December 2020, BAM made a $30 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. Of this payment, $22 million was a repayment of principal held in the Supplemental Trust and $8 million was a payment of accrued interest held outside the Supplemental Trust.
In January 2020, HG Global and BAM agreed to amend the BAM Surplus Notes to extend the end of the variable interest rate period from 2021 to 2024, to extend the initial 10-year term of the FLRT to the end of 2022 and to enter into the XOLT. See “HG Global/BAM - Reinsurance Treaties” on page F-58. In connection with these actions, and reflecting changes in Standard & Poor’s insurance rating methodology, in January 2020, BAM made a one-time $65 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. Of this payment, $48 million was a repayment of principal held in the Supplemental Trust, $1 million was a payment of accrued interest held in the Supplemental Trust and $16 million was a payment of accrued interest held outside the Supplemental Trust.
In December 2019, BAM made a $32 million cash payment (which included a one-time $10 million cash payment) of principal and interest on the BAM Surplus Notes held by HG Global. Of this payment, $24 million was a repayment of principal held in the Supplemental Trust and $8 million was a payment of accrued interest held outside the Supplemental Trust.
As of December 31, 2020, White Mountains’s debt service model indicated that the BAM Surplus Notes would be fully repaid between six and seven years prior to final maturity, which is generally consistent with the results of the update of the debt service model as of December 31, 2019.
Claims Paying Resources
BAM’s claims paying resources represent the capital and other financial resources BAM has available to pay claims and, as such, is a key indication of BAM’s financial strength.
BAM’s claims paying resources were $1,192 million as of December 31, 2021 compared to $987 million as of December 31, 2020 and $938 million as of December 31, 2019. The increase in claims paying resources was driven primarily by the Fidus Re 2021 Agreement and increases in the statutory value of the collateral trusts resulting from positive cash flow from operations, partially offset by the portion of cash payments on the BAM surplus notes related to accrued interest held outside the Supplemental Trust.
The following table presents BAM’s total claims paying resources as of December 31, 2021, 2020 and 2019:
| Millions | December 31, 2021 | December 31, 2020 | December 31, 2019 | |||||||||||||||||
| Policyholders’ surplus | $ | 298.1 | 324.7 | $ | 402.4 | |||||||||||||||
| Contingency reserve | 101.8 | 86.4 | 68.2 | |||||||||||||||||
| Qualified statutory capital | 399.9 | 411.1 | 470.6 | |||||||||||||||||
| Net unearned premiums | 49.5 | 45.2 | 39.3 | |||||||||||||||||
| Present value of future installment premiums and MSC | 13.8 | 14.0 | 13.7 | |||||||||||||||||
| HG Re Collateral Trusts at statutory value | 478.9 | 417.0 | 314.0 | |||||||||||||||||
| Fidus Re collateral trust at statutory value | 250.0 | 100.0 | 100.0 | |||||||||||||||||
| Claims paying resources | $ | 1,192.1 | 987.3 | $ | 937.6 | |||||||||||||||
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HG Global/BAM Balance Sheets
The following table presents amounts from HG Global, which includes HG Re and its other wholly-owned subsidiaries, and BAM that are contained within White Mountains’s consolidated balance sheet as of December 31, 2021 and 2020:
| December 31, 2021 | ||||||||||||||||||||||||||
| Millions | HG Global | BAM | Eliminations and Segment Adjustment | Total Segment | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Fixed maturity investments | $ | 461.7 | $ | 472.4 | $ | — | $ | 934.1 | ||||||||||||||||||
| Short-term investments | 17.8 | 14.6 | — | 32.4 | ||||||||||||||||||||||
| Total investments | 479.5 | 487.0 | — | 966.5 | ||||||||||||||||||||||
| Cash | 13.4 | 6.4 | — | 19.8 | ||||||||||||||||||||||
| BAM Surplus Notes | 364.6 | — | (364.6) | — | ||||||||||||||||||||||
| Accrued interest receivable on BAM Surplus Notes | 157.6 | — | (157.6) | — | ||||||||||||||||||||||
| Insurance premiums receivable | 4.3 | 6.9 | (4.3) | 6.9 | ||||||||||||||||||||||
| Deferred acquisition costs | 62.7 | 33.1 | (62.7) | 33.1 | ||||||||||||||||||||||
| Other assets | 2.1 | 16.6 | (.2) | 18.5 | ||||||||||||||||||||||
| Total assets | $ | 1,084.2 | $ | 550.0 | $ | (589.4) | $ | 1,044.8 | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
BAM Surplus Notes (1) | $ | — | $ | 364.6 | $ | (364.6) | $ | — | ||||||||||||||||||
Accrued interest payable on BAM Surplus Notes (2) | — | 157.6 | (157.6) | — | ||||||||||||||||||||||
Preferred dividends payable to White Mountains's subsidiaries (3) | 400.5 | — | — | 400.5 | ||||||||||||||||||||||
| Preferred dividends payable to non-controlling interests | 14.2 | — | — | 14.2 | ||||||||||||||||||||||
| Unearned insurance premiums | 221.5 | 44.8 | — | 266.3 | ||||||||||||||||||||||
| Accrued incentive compensation | 1.1 | 23.6 | — | 24.7 | ||||||||||||||||||||||
| Other liabilities | .5 | 83.4 | (67.2) | 16.7 | ||||||||||||||||||||||
| Total liabilities | 637.8 | 674.0 | (589.4) | 722.4 | ||||||||||||||||||||||
| Equity | ||||||||||||||||||||||||||
White Mountains’s common shareholders’ equity (3) | 437.5 | — | — | 437.5 | ||||||||||||||||||||||
| Non-controlling interests | 8.9 | (124.0) | — | (115.1) | ||||||||||||||||||||||
| Total equity | 446.4 | (124.0) | — | 322.4 | ||||||||||||||||||||||
| Total liabilities and equity | $ | 1,084.2 | $ | 550.0 | $ | (589.4) | $ | 1,044.8 | ||||||||||||||||||
(1) Under GAAP, the BAM Surplus Notes are classified as debt by the issuer. Under U.S. Statutory accounting, they are classified as policyholders’ surplus.
(2) Under GAAP, interest accrues daily on the BAM Surplus Notes. Under U.S. Statutory accounting, interest is not accrued on the BAM Surplus Notes until it has been approved for payment by insurance regulators.
(3) HG Global preferred dividends payable to White Mountains’s subsidiaries is eliminated in White Mountains’s consolidated financial statements. For segment reporting, the HG Global preferred dividends payable to White Mountains’s subsidiaries included within the HG Global/BAM segment are eliminated against the offsetting receivable included within the Other Operations segment, and therefore are added back to White Mountains’s common shareholders’ equity within the HG Global/BAM segment.
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| December 31, 2020 | ||||||||||||||||||||||||||
| Millions | HG Global | BAM | Eliminations and Segment Adjustment | Total Segment | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Fixed maturity investments | $ | 415.9 | $ | 443.6 | $ | — | $ | 859.5 | ||||||||||||||||||
| Short-term investments | 16.5 | 43.9 | — | 60.4 | ||||||||||||||||||||||
| Total investments | 432.4 | 487.5 | — | 919.9 | ||||||||||||||||||||||
| Cash | 23.8 | 19.0 | — | 42.8 | ||||||||||||||||||||||
| BAM Surplus Notes | 388.2 | — | (388.2) | — | ||||||||||||||||||||||
| Accrued interest receivable on BAM Surplus Notes | 155.7 | — | (155.7) | — | ||||||||||||||||||||||
| Insurance premiums receivable | 4.4 | 6.9 | (4.4) | 6.9 | ||||||||||||||||||||||
| Deferred acquisition costs | 54.1 | 27.8 | (54.1) | 27.8 | ||||||||||||||||||||||
| Other assets | 2.0 | 18.8 | (.4) | 20.4 | ||||||||||||||||||||||
| Total assets | $ | 1,060.6 | $ | 560.0 | $ | (602.8) | $ | 1,017.8 | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
BAM Surplus Notes (1) | $ | — | $ | 388.2 | $ | (388.2) | $ | — | ||||||||||||||||||
Accrued interest payable on BAM Surplus Notes (2) | — | 155.7 | (155.7) | — | ||||||||||||||||||||||
Preferred dividends payable to White Mountains's subsidiaries (3) | 363.9 | — | — | 363.9 | ||||||||||||||||||||||
| Preferred dividends payable to non-controlling interests | 12.7 | — | — | 12.7 | ||||||||||||||||||||||
| Unearned insurance premiums | 196.1 | 41.4 | — | 237.5 | ||||||||||||||||||||||
| Accrued incentive compensation | 1.2 | 24.5 | — | 25.7 | ||||||||||||||||||||||
| Other liabilities | 1.0 | 73.5 | (58.9) | 15.6 | ||||||||||||||||||||||
| Total liabilities | 574.9 | 683.3 | (602.8) | 655.4 | ||||||||||||||||||||||
| Equity | ||||||||||||||||||||||||||
White Mountains’s common shareholders’ equity (3) | 472.2 | — | — | 472.2 | ||||||||||||||||||||||
| Non-controlling interests | 13.5 | (123.3) | — | (109.8) | ||||||||||||||||||||||
| Total equity | 485.7 | (123.3) | — | 362.4 | ||||||||||||||||||||||
| Total liabilities and equity | $ | 1,060.6 | $ | 560.0 | $ | (602.8) | $ | 1,017.8 | ||||||||||||||||||
(1) Under GAAP, the BAM Surplus Notes are classified as debt by the issuer. Under U.S. Statutory accounting, they are classified as policyholders’ surplus.
(2) Under GAAP, interest accrues daily on the BAM Surplus Notes. Under U.S. Statutory accounting, interest is not accrued on the BAM Surplus Notes until it has been approved for payment by insurance regulators.
(3) HG Global preferred dividends payable to White Mountains’s subsidiaries is eliminated in White Mountains’s consolidated financial statements. For segment reporting, the HG Global preferred dividends payable to White Mountains’s subsidiaries included within the HG Global/BAM segment are eliminated against the offsetting receivable included within the Other Operations segment, and therefore are added back to White Mountains’s common shareholders’ equity within the HG Global/BAM segment.
50
Ark
On January 1, 2021, White Mountains completed the Ark Transaction. See Note 2 — “Significant Transactions”. Ark is a specialty property and casualty insurance and reinsurance company that offers a wide range of niche insurance and reinsurance products, including property, marine & energy, specialty, accident & health and casualty. Ark underwrites select coverages through its two major subsidiaries in the United Kingdom and Bermuda.
In the third quarter of 2021, Ark issued $163 million of floating rate unsecured subordinated notes (the “Ark 2021 Subordinated Notes”) in three separate transactions. See Note 7 — “Debt”. In connection with the issuance of the Ark 2021 Subordinated Notes, White Mountains and Ark terminated White Mountains’s commitment to provide up to $200 million of additional equity capital to Ark.
The following table presents the components of pre-tax income (loss) included in White Mountains’s Ark segment for the year-ended December 31, 2021:
| Millions | Year Ended December 31, 2021 | |||||||
| Earned insurance and reinsurance premiums | $ | 637.3 | ||||||
| Net investment income | 2.9 | |||||||
| Net realized and unrealized investment gains (losses) | 16.5 | |||||||
| Other revenues | 11.8 | |||||||
| Total revenues | 668.5 | |||||||
| Losses and LAE | 314.8 | |||||||
| Insurance and reinsurance acquisition expenses | 178.0 | |||||||
| General and administrative expenses - other underwriting | 64.6 | |||||||
| General and administrative expenses - all other | 50.9 | |||||||
| Interest expense | 7.3 | |||||||
| Total expenses | 615.6 | |||||||
| Pre-tax income (loss) | $ | 52.9 | ||||||
For the years of account prior to the Ark Transaction, a significant proportion of the Syndicates’ underwriting capital was provided by TPC Providers using whole account reinsurance contracts with Ark’s corporate member. The TPC Providers’ participation in the Syndicates for the 2020 and 2019 open years of account is 43% and 58% of the total net result of the Syndicates. For the years of account subsequent to the Ark Transaction, Ark is no longer using TPC Providers to provide underwriting capital for the Syndicates. Captions within Ark’s results of operations are shown net of amounts relating to the TPC Providers share of the Syndicates’ results, including investment results.
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Ark Results—Year ended December 31, 2021
Ark’s GAAP combined ratio was 87% in 2021. The GAAP combined ratio included 10 points of catastrophe losses, driven primarily by Hurricane Ida (five points), Winter Storm Uri (three points) and the European floods (two points), partially offset by three points of net favorable prior year reserve development. The net favorable prior year reserve development was driven by positive claims experience in several lines of business, particularly property and accident & health.
Ark’s adjusted combined ratio, which adds back amounts ceded to TPC Providers, was 85% in 2021. The adjusted combined ratio included 10 points of catastrophe losses, driven primarily by Hurricane Ida (four points), Winter Storm Uri (four points) and the European floods (two points), partially offset by six points of net favorable prior year reserve development. The net favorable prior year reserve development was driven by positive claims experience in several lines of business, particularly property and accident & health.
Ark reported pre-tax income of $53 million in 2021, which reflected $25 million of transaction expenses related to the Ark Transaction.
The following table presents Ark’s loss and loss adjustment expense, insurance acquisition expense, other underwriting expense and combined ratios on both a GAAP-basis and an adjusted basis, which adds back amounts ceded to TPC Providers, for the year ended December 31, 2021:
| Year Ended December 31, 2021 | ||||||||||||||||||||
| $ in Millions | GAAP | TPC Providers’ Share (1) | Adjusted | |||||||||||||||||
| Insurance premiums: | ||||||||||||||||||||
| Gross written premiums | $ | 1,058.7 | $ | — | $ | 1,058.7 | ||||||||||||||
| Net written premiums | $ | 859.1 | $ | (6.5) | $ | 852.6 | ||||||||||||||
| Net earned premiums | $ | 637.3 | $ | 76.3 | $ | 713.6 | ||||||||||||||
| Insurance expenses: | ||||||||||||||||||||
| Loss and loss adjustment expenses | $ | 314.8 | $ | 39.8 | $ | 354.6 | ||||||||||||||
| Insurance acquisition expenses | 178.0 | — | 178.0 | |||||||||||||||||
| Other underwriting expenses | 64.6 | 9.2 | 73.8 | |||||||||||||||||
| Total insurance expenses | $ | 557.4 | $ | 49.0 | $ | 606.4 | ||||||||||||||
| Ratios: | ||||||||||||||||||||
| Loss and loss adjustment expense | 49.4 | % | 49.7 | % | ||||||||||||||||
| Insurance acquisition expense | 27.9 | % | 24.9 | % | ||||||||||||||||
| Other underwriting expense | 10.1 | % | 10.3 | % | ||||||||||||||||
| Combined Ratio | 87.4 | % | 84.9 | % | ||||||||||||||||
(1) See “NON-GAAP FINANCIAL MEASURES” on page 71.
Gross Written Premiums
The following table presents Ark’s gross written premiums by line of business for the years ended December 31, 2021, 2020 and 2019, which includes periods prior to White Mountains’s ownership of Ark. White Mountains believes this is useful in understanding the underwriting growth in the newly acquired business. Gross written premiums increased 77% to $1,059 million in 2021 compared to 2020, with risk adjusted rate change up approximately 8%. In 2021, in response to an improved underwriting environment, Ark substantially increased its gross written premiums, principally in the property, specialty and marine & energy lines of business. Ark decreased its gross written premiums in the accident & health line of business in response to a lack of adequate risk adjusted pricing in light of recent market developments, including COVID-19.
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Property | $ | 438.4 | $ | 235.7 | $ | 134.4 | ||||||||||||||
| Specialty | 256.7 | 118.3 | 103.4 | |||||||||||||||||
| Marine & Energy | 242.2 | 129.1 | 107.6 | |||||||||||||||||
| Accident & Health | 67.0 | 90.6 | 86.0 | |||||||||||||||||
| Casualty | 54.4 | 24.4 | 40.6 | |||||||||||||||||
| Total Gross Written Premium | $ | 1,058.7 | $ | 598.1 | $ | 472.0 | ||||||||||||||
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NSM
NSM is a full-service MGA and program administrator with delegated binding authorities for specialty property and casualty insurance. The company places insurance in niche sectors such as specialty transportation, real estate, social services and pet. On behalf of its insurance carrier partners, NSM typically manages all aspects of the placement process, including product development, marketing, underwriting, policy issuance and claims. NSM earns commissions based on the volume and profitability of the insurance that it places. NSM does not take insurance risk.
The following table presents the components of GAAP net income (loss), EBITDA and adjusted EBITDA included in White Mountains’s NSM segment for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Commission revenues | $ | 258.0 | $ | 232.5 | $ | 193.4 | ||||||||||||||
| Broker commission expense | 80.2 | 75.3 | 64.8 | |||||||||||||||||
| Gross profit | 177.8 | 157.2 | 128.6 | |||||||||||||||||
| Other revenues | 72.4 | 52.6 | 39.7 | |||||||||||||||||
| General and administrative expenses | 190.1 | 176.9 | 132.2 | |||||||||||||||||
| Change in fair value of contingent consideration | 1.0 | (3.3) | 2.1 | |||||||||||||||||
| Amortization of other intangible assets | 35.2 | 26.7 | 19.4 | |||||||||||||||||
| Loss on assets held for sale | 28.7 | — | — | |||||||||||||||||
| Interest expense | 23.3 | 22.1 | 16.7 | |||||||||||||||||
| GAAP pre-tax income (loss) | (28.1) | (12.6) | (2.1) | |||||||||||||||||
| Income tax (expense) benefit | 5.6 | 5.7 | .6 | |||||||||||||||||
| GAAP net income (loss) | (22.5) | (6.9) | (1.5) | |||||||||||||||||
| Add back: | ||||||||||||||||||||
| Interest expense | 23.3 | 22.1 | 16.7 | |||||||||||||||||
| Income tax expense (benefit) | (5.6) | (5.7) | (.6) | |||||||||||||||||
| General and administrative expenses — depreciation | 5.4 | 4.5 | 2.8 | |||||||||||||||||
| Amortization of other intangible assets | 35.2 | 26.7 | 19.4 | |||||||||||||||||
EBITDA (1) | 35.8 | 40.7 | 36.8 | |||||||||||||||||
| Exclude: | ||||||||||||||||||||
| Change in fair value of contingent consideration | 1.0 | (3.3) | 2.1 | |||||||||||||||||
| Non-cash equity-based compensation expense | 2.0 | 2.4 | — | |||||||||||||||||
| Impairments of intangible assets | — | 6.2 | 2.4 | |||||||||||||||||
| Loss on assets held for sale | 28.7 | — | — | |||||||||||||||||
| Transaction expenses | 4.8 | 7.2 | 3.2 | |||||||||||||||||
| Fair value purchase accounting adjustment for deferred revenue | — | — | .9 | |||||||||||||||||
| Investments made in the development of new business lines | .8 | .9 | .3 | |||||||||||||||||
| Restructuring expenses | 5.4 | 4.8 | 2.3 | |||||||||||||||||
| Legal settlements | (7.6) | — | — | |||||||||||||||||
Adjusted EBITDA (1) | $ | 70.9 | $ | 58.9 | $ | 48.0 | ||||||||||||||
(1) See “NON-GAAP FINANCIAL MEASURES” on page 71.
53
NSM Results—Year ended December 31, 2021 versus Year ended December 31, 2020
NSM reported commission and other revenues of $330 million, pre-tax loss of $28 million and adjusted EBITDA of $71 million in 2021. NSM reported commission and other revenues of $285 million, pre-tax loss of $13 million and adjusted EBITDA of $59 million in 2020. NSM’s pre-tax loss included interest expense of $23 million and amortization of other intangible assets of $35 million in 2021 compared to $22 million and $27 million, respectively, in 2020. NSM’s pre-tax loss in 2021 also includes a loss of $29 million related to the sale of its Fresh Insurance motor business. Results in the year ended December 31, 2021 include the results of J.C. Taylor from August 6, 2021, the date of its acquisition. Results in the years ended December 31, 2021 and 2020 include the results of Kingsbridge from April 7, 2020, the date of its acquisition. In addition to the acquisitions of J.C. Taylor and Kingsbridge, commission and other revenues, pre-tax loss and adjusted EBITDA benefited from growth in the pet and specialty transportation verticals, partially offset by a decline in the real estate vertical, in 2021.
Broker commission expenses and general and administrative expenses were $80 million and $190 million in 2021 compared to $75 million and $177 million, respectively, in 2020. The increase in NSM’s broker commission expenses and general and administrative expenses in 2021 compared to 2020 was driven primarily by the acquisitions of J.C. Taylor and Kingsbridge and increased technology costs and professional fees related to information systems projects.
NSM Results—Year ended December 31, 2020 versus December 31, 2019
NSM reported commission and other revenues of $285 million in 2020, pre-tax loss of $13 million and adjusted EBITDA of $59 million in 2020. NSM reported commission and other revenues of $233 million, pre-tax loss of $2 million and adjusted EBITDA of $48 million in 2019. NSM’s pre-tax loss included interest expense of $22 million and amortization of other intangible assets of $27 million in 2020 compared to $17 million and $19 million, respectively, in 2019. Results in the year ended December 31, 2020 include the results of Kingsbridge from April 7, 2020, the date of its acquisition. Results in the years ended December 31, 2020 and 2019 include the results of Embrace from April 1, 2019, the date of its acquisition.
Broker commission expenses and general and administrative expenses were $75 million and $177 million in 2020 compared to $65 million and $132 million, respectively, in 2019. The increase in NSM’s broker commission expenses and general and administrative expenses in 2020 compared to 2019 was driven primarily by the acquisitions of Kingsbridge and Embrace. In addition, NSM’s general and administrative expenses for 2020 and 2019 included a $6 million and $2 million impairment of intangible assets related to its U.K. vertical.
NSM Business Trends
NSM’s business consists of approximately 25 active programs that are broadly categorized into six market verticals. J.C. Taylor was added to the Specialty Transportation vertical in the third quarter of 2021 and Kingsbridge was added to the U.K. vertical in the second quarter of 2020.
The following table presents the controlled premium and commission and other revenues by vertical for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||||
| Millions | Controlled Premium (1) | Commission and Other Revenue | Controlled Premium (1) | Commission and Other Revenue | Controlled Premium (1) | Commission and Other Revenue | ||||||||||||||||||||||||||||||||
| Specialty Transportation | $ | 344.7 | $ | 97.2 | $ | 310.2 | $ | 85.5 | $ | 290.2 | $ | 77.6 | ||||||||||||||||||||||||||
| United Kingdom | 195.2 | 53.1 | 179.5 | 49.4 | 155.5 | 45.9 | ||||||||||||||||||||||||||||||||
| Pet | 184.9 | 76.3 | 131.9 | 55.0 | 67.6 | 30.0 | ||||||||||||||||||||||||||||||||
| Real Estate | 153.9 | 34.4 | 189.1 | 44.9 | 157.2 | 34.7 | ||||||||||||||||||||||||||||||||
| Social Services | 136.7 | 33.9 | 115.5 | 28.9 | 102.7 | 25.9 | ||||||||||||||||||||||||||||||||
| Other | 165.8 | 35.5 | 134.5 | 21.4 | 124.5 | 19.0 | ||||||||||||||||||||||||||||||||
| Total | $ | 1,181.2 | $ | 330.4 | $ | 1,060.7 | $ | 285.1 | $ | 897.7 | $ | 233.1 | ||||||||||||||||||||||||||
(1) Controlled premium are total premiums placed by NSM during the period.
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Year Ended December 31, 2021 versus Year Ended December 31, 2020
Specialty Transportation: NSM’s specialty transportation controlled premium and commission and other revenues increased 11% and 14% in 2021 compared to 2020, driven primarily by the impact of higher commission levels and fees in the collector car and the trucking business and the acquisition of J.C. Taylor, partially offset by lower contingent commissions. J.C. Taylor contributed $13 million of controlled premium and $4 million of commission and other revenues from the date of acquisition.
United Kingdom: NSM’s United Kingdom controlled premium and commission and other revenues increased 9% and 8% in 2021 compared to 2020, driven primarily by growth in the MGA business and the Kingsbridge acquisition. Excluding Kingsbridge, United Kingdom controlled premium increased 1% and commission and other revenues decreased 8% in 2021 compared to 2020. Excluding Kingsbridge, commission and other revenues decreased as a result of changes in product mix, as the brokerage business, which has higher commission rates than the MGA business, declined due to disruption to the travel and leisure markets resulting from a full year impact of the COVID-19 pandemic, while the MGA business grew.
Pet: NSM’s pet controlled premium and commission and other revenues increased 40% and 39% in 2021 compared to 2020, driven primarily by substantial growth in units from continuing strong demand as a result of marketing efforts.
Real Estate: NSM’s real estate controlled premium and commission and other revenues decreased 19% and 23% in 2021 compared to 2020, driven primarily by declines in both rates and units in the coastal condominium program, partially offset by growth in the excess and surplus habitational program. The declines in the coastal condominium program were driven primarily by lower insurance carrier capacity available for the program as NSM is transitioning to a new insurance carrier platform.
Social Services: NSM’s social services controlled premium and commission and other revenues increased 18% and 17% in 2021 compared to 2020, driven primarily by rate increases and unit growth.
Other: NSM’s other controlled premium and commission and other revenues increased 23% and 66% in 2021 compared to 2020. The increase in controlled premium was driven primarily by increases in the workers compensation and staffing markets resulting from the emergence from COVID-19 lockdowns. Commission and other revenues increased more than controlled premium driven primarily by an increase in profit commissions and product mix shifts into higher rate workers compensation programs.
Year Ended December 31, 2020 versus Year Ended December 31, 2019
Specialty Transportation: NSM’s specialty transportation controlled premium and commission and other revenues increased 7% and 10% in 2020 compared to 2019, driven primarily by rate increases and unit growth in the collector car and tow truck markets.
United Kingdom: NSM’s United Kingdom controlled premium and commission and other revenues increased 15% and 8% in 2020 compared to 2019, driven primarily by the acquisition of Kingsbridge. Kingsbridge contributed $26 million of controlled premium and $12 million of commission and other revenues in 2020. Excluding Kingsbridge, United Kingdom controlled premium decreased 1% in 2020 compared to 2019, as growth in the MGA business was offset by declines in the brokerage business caused by disruption to the travel and non-standard auto markets in the United Kingdom resulting from the COVID-19 pandemic. Excluding Kingsbridge, United Kingdom commission and other revenues declined 19% due to COVID-related challenges and changes in product mix, as the brokerage business, which has higher commission rates than the MGA business, declined while the MGA business grew.
Pet: NSM’s pet controlled premium and commission and other revenues increased 95% and 83% in 2020 compared to 2019, driven primarily by the acquisition of Embrace in April 2019 and strong demand in 2020 as pet adoption increased substantially as a result of the COVID-19 pandemic. The increase in commission and other revenues was less than the increase in premium due to business mix, as affinity business grew faster than direct market business.
Real Estate: NSM’s real estate controlled premium and commission and other revenues increased 20% and 29% in 2020 compared to 2019, driven primarily by rate increases and strong retention rates in coverages for coastal condominium associations combined with rate increases and unit growth in the excess and surplus habitational program.
Social Services: NSM’s social services controlled premium and commission and other revenues both increased 12% in 2020 compared to 2019, driven primarily by rate increases and unit growth.
Other: NSM’s other controlled premium and commission and other revenues increased 8% and 13% in 2020 compared to 2019. The increase in controlled premium was driven primarily by rate increases. Commission and other revenues increased as the professional liability business, which has higher commission rates than retail, grew while the retail business declined.
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Kudu
Kudu provides capital solutions for boutique asset and wealth managers for a variety of purposes including generational ownership transfers, management buyouts, acquisition and growth finance and legacy partner liquidity. Kudu also provides strategic assistance to investees from time to time.
As of December 31, 2021, Kudu has deployed a total of $612 million in 17 asset and wealth management firms globally, including one that was exited. As of December 31, 2021, the asset and wealth management firms have combined assets under management of approximately $66 billion, spanning a range of asset classes, including real estate, real assets, wealth management, hedge funds, private equity and alternative credit strategies. Kudu’s capital was deployed at an average gross cash yield at inception of 10.1%.
On March 23, 2021, Kudu replaced the Kudu Bank Facility with the Kudu Credit Facility. Subject to maximum loan to value (“LTV”) levels, the total borrowing capacity of the Kudu Credit Facility is $300 million (which includes the current advanced amount of $225 million). See Note 7 — “Debt”.
The following table presents the components of GAAP net income, EBITDA and adjusted EBITDA included in White Mountains’s Kudu segment for the years ended December 31, 2021 and December 31, 2020 and for the period from April 4, 2019, the date of the Kudu Transaction, to December 31, 2019:
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | April 4, 2019 to December 31, 2019 | ||||||||||||||||||
| Millions | ||||||||||||||||||||
| Net investment income | $ | 43.9 | $ | 29.5 | $ | 14.7 | ||||||||||||||
| Net realized and unrealized investment gains (losses) | 89.9 | 15.9 | 6.3 | |||||||||||||||||
| Other revenues | .2 | .3 | .2 | |||||||||||||||||
| Total revenues | 134.0 | 45.7 | 21.2 | |||||||||||||||||
| General and administrative expenses | 14.5 | 11.8 | 10.1 | |||||||||||||||||
| Amortization of other intangible assets | .3 | .3 | .2 | |||||||||||||||||
| Interest expense | 11.7 | 6.0 | .1 | |||||||||||||||||
| Total expenses | 26.5 | 18.1 | 10.4 | |||||||||||||||||
| GAAP pre-tax income (loss) | $ | 107.5 | $ | 27.6 | $ | 10.8 | ||||||||||||||
| Income tax (expense) benefit | (29.5) | (7.0) | (2.8) | |||||||||||||||||
| GAAP net income (loss) | 78.0 | 20.6 | 8.0 | |||||||||||||||||
| Add back: | ||||||||||||||||||||
| Interest expense | 11.7 | 6.0 | .1 | |||||||||||||||||
| Income tax expense (benefit) | 29.5 | 7.0 | 2.8 | |||||||||||||||||
| General and administrative expenses – depreciation | — | — | — | |||||||||||||||||
| Amortization of other intangible assets | .3 | .3 | .2 | |||||||||||||||||
EBITDA (1) | 119.5 | 33.9 | 11.1 | |||||||||||||||||
| Exclude: | ||||||||||||||||||||
| Net realized and unrealized investment (gains) losses | (89.9) | (15.9) | (6.3) | |||||||||||||||||
| Non-cash equity-based compensation expense | 1.2 | .4 | 1.3 | |||||||||||||||||
| Transaction expenses | 2.0 | 3.7 | 2.9 | |||||||||||||||||
Adjusted EBITDA (1) | $ | 32.8 | $ | 22.1 | $ | 9.0 | ||||||||||||||
(1) See “NON-GAAP FINANCIAL MEASURES” on page 71.
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Kudu Results—Year ended December 31, 2021 versus Year ended December 31, 2020
Kudu reported total revenues of $134 million, pre-tax income of $108 million and adjusted EBITDA of $33 million in 2021 compared to total revenues of $46 million, pre-tax income of $28 million and adjusted EBITDA of $22 million in 2020. Total revenues and pre-tax income for 2021 included $22 million of realized gains and $68 million of unrealized gains on Kudu’s Participation Contracts in 2021 compared to $16 million of unrealized gains on Kudu’s Participation Contracts in 2020. The increase in net unrealized and realized investment gains on Kudu’s Participation Contracts was driven primarily by asset growth, the performance of Kudu’s underlying asset management businesses and proceeds received from a sale transaction. Total revenues, pre-tax income and adjusted EBITDA in 2021 also included $44 million of net investment income compared to $30 million in 2020. The increase in net investment income was driven primarily by amounts earned from the $347 million (including $5 million of transaction costs) in new deployments that Kudu made in 2021 and 2020.
Kudu Results—Year ended December 31, 2020 versus Year ended December 31, 2019
Kudu reported total revenues of $46 million, pre-tax income of $28 million and adjusted EBITDA of $22 million for 2020 compared to total revenues of $21 million, pre-tax income of $11 million and adjusted EBITDA of $9 million for the period from April 4, 2019, the date of the Kudu Transaction, to December 31, 2019. Total revenues and pre-tax income included $16 million of unrealized gains on Kudu’s Participation Contracts in 2020 compared to $6 million in the period from April 4, 2019 to December 31, 2019. Total revenues, pre-tax income and adjusted EBITDA in 2020 also included $30 million of net investment income compared to $15 million in 2019. The increases in Kudu’s total revenues, pre-tax income and adjusted EBITDA in 2020 were driven primarily by net investment income earned from the $121 million (including $3 million of transaction costs) in new deployments that Kudu made in 2020 and 2019.
MediaAlpha
On February 26, 2019, MediaAlpha completed the 2019 MediaAlpha Transaction. White Mountains deconsolidated MediaAlpha as a result of the 2019 MediaAlpha Transaction and stopped reporting it as a segment. On October 30, 2020, MediaAlpha completed the MediaAlpha IPO. Prior to the MediaAlpha IPO, White Mountains’s non-controlling equity interest in MediaAlpha was accounted for at fair value within other long-term investments. Following the MediaAlpha IPO, White Mountains’s non-controlling equity interest in MediaAlpha is accounted for at fair value based on the publicly traded share price of MediaAlpha’s common stock. See Summary of Investment Results on page 59.
The following table presents the components of pre-tax income (loss) included in White Mountains’s MediaAlpha segment for the period of January 1, 2019 to February 26, 2019:
| Millions | January 1, 2019 to February 26, 2019 | |||||||
| Advertising and commission revenues | $ | 48.8 | ||||||
| Cost of sales | 40.6 | |||||||
| Gross profit | 8.2 | |||||||
| Other revenue | — | |||||||
| General and administrative expenses | 5.7 | |||||||
| General and administrative expenses - the 2019 MediaAlpha Transaction related costs | 6.8 | |||||||
| Amortization of other intangible assets | 1.6 | |||||||
| Interest expense | .2 | |||||||
| Pre-tax income (loss) | $ | (6.1) | ||||||
MediaAlpha Results—For the Period from January 1, 2019 to February 26, 2019
MediaAlpha reported pre-tax loss of $6 million and revenues of $49 million from January 1, 2019 to February 26, 2019, the date of the 2019 MediaAlpha Transaction. During the period from January 1, 2019 to February 26, 2019, revenues were driven primarily by the P&C and Health, Medicare and Life verticals, which had revenues of $26 million and $17 million. During the period from January 1, 2019 to February 26, 2019, MediaAlpha recognized $7 million of costs related to the 2019 MediaAlpha Transaction in general and administrative expenses.
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Other Operations
The following table presents White Mountains’s financial results from its Other Operations segment for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Net investment income | $ | 18.2 | $ | 82.0 | $ | 43.4 | ||||||||||||||
| Net realized and unrealized investment gains (losses) | 50.7 | (8.8) | 219.8 | |||||||||||||||||
| Net realized and unrealized investment gains (losses) from investment in MediaAlpha | (380.3) | 686.0 | 180.0 | |||||||||||||||||
| Realized gain from the 2019 MediaAlpha Transaction | — | — | 67.5 | |||||||||||||||||
| Commission revenues | 9.6 | 8.3 | 6.9 | |||||||||||||||||
| Other revenues | 90.7 | 13.9 | 6.1 | |||||||||||||||||
| Total revenues | (211.1) | 781.4 | 523.7 | |||||||||||||||||
| Cost of sales | 69.3 | 11.3 | 7.5 | |||||||||||||||||
| General and administrative expenses | 105.7 | 141.9 | 122.5 | |||||||||||||||||
| Amortization of other intangible assets | 4.3 | 1.3 | .6 | |||||||||||||||||
| Interest expense | 1.5 | 1.4 | .6 | |||||||||||||||||
| Total expenses | 180.8 | 155.9 | 131.2 | |||||||||||||||||
| Pre-tax income (loss) | $ | (391.9) | $ | 625.5 | $ | 392.5 | ||||||||||||||
Other Operations Results—Year Ended December 31, 2021 versus Year Ended December 31, 2020
White Mountains’s Other Operations segment reported pre-tax (loss) income of $(392) million in 2021 compared to $626 million in 2020. White Mountains’s Other Operations segment reported net realized and unrealized investment (losses) gains from its investment in MediaAlpha of $(380) million in 2021 compared to $686 million in 2020. White Mountains’s Other Operations segment reported net realized and unrealized investment gains (losses) of $51 million in 2021 compared to $(9) million in 2020. White Mountains’s Other Operations segment reported net investment income of $18 million in 2021 compared to $82 million in 2020. Net investment income in the year ended December 31, 2020 included $55 million of net proceeds received from a dividend recapitalization at MediaAlpha. See “Summary of Investment Results” on page 59.
The Other Operations segment reported $91 million of other revenues in 2021 compared to $14 million in 2020. The Other Operations segment reported $69 million of cost of sales in 2021 compared to $11 million in 2020. The increases in other revenues and cost of sales were driven primarily by an acquisition within the Other Operations segment.
The Other Operations segment reported general and administrative expenses of $106 million in 2021 compared to $142 million in 2020. The decrease in general and administrative expenses was driven primarily by lower incentive compensation costs, driven primarily by a decrease in the assumed harvest percentage on outstanding performance shares.
Share repurchases
For the year ended December 31, 2021, White Mountains repurchased and retired 98,511 of its common shares for $108 million.
Other Operations Results—Year Ended December 31, 2020 versus Year Ended December 31, 2019
White Mountains’s Other Operations segment reported pre-tax income of $626 million in 2020 compared to $393 million in 2019. White Mountains’s Other Operations segment reported net realized and unrealized investment gains from its investment in MediaAlpha of $686 million in 2020 compared to $180 million in 2019. White Mountains’s Other Operations segment reported net realized and unrealized investment (losses) gains of $(9) million in 2020 compared to $220 million in 2019. White Mountains’s Other Operations segment reported net investment income of $82 million in 2020, which was driven primarily by $55 million of net proceeds received in the third quarter of 2020 from a dividend recapitalization at MediaAlpha compared to net investment income of $43 million in 2019. See “Summary of Investment Results” on page 59. Pre-tax income for the year ended December 31, 2019 also included $68 million of realized gains from the 2019 MediaAlpha Transaction.
The Other Operations segment reported general and administrative expenses of $142 million in 2020 compared to $123 million in 2019. The increase was driven primarily by higher incentive compensation costs, driven primarily by an increase in the assumed harvest percentage on outstanding performance shares.
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Share repurchases
For the year ended December 31, 2020, White Mountains repurchased and retired 99,087 of its common shares for $85 million.
II. Summary of Investment Results
White Mountains’s total investment results include results from all segments. For purposes of discussing rates of return, all percentages are presented gross of management fees and trading expenses and are calculated before any adjustments for TPC Providers in order to produce a better comparison to benchmark returns.
Gross Investment Returns and Benchmark Returns
Prior to the MediaAlpha IPO, White Mountains’s investment in MediaAlpha was presented within other long-term investments. Following the MediaAlpha IPO, White Mountains presents its investment in MediaAlpha in a separate line item on the balance sheet. Amounts for periods prior to the MediaAlpha IPO have been reclassified to be comparable to the current period.
The following table presents the pre-tax investment returns for White Mountains’s consolidated portfolio for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Fixed income investments | (0.4) | % | 4.9 | % | 6.1 | % | ||||||||||||||
| Bloomberg Barclays U.S. Intermediate Aggregate Index | (1.3) | % | 5.6 | % | 6.7 | % | ||||||||||||||
| Common equity securities | 11.0 | % | 3.6 | % | 29.1 | % | ||||||||||||||
| Investment in MediaAlpha | (60.1) | % | 520.3 | % | 65.9 | % | ||||||||||||||
| Other long-term investments | 20.7 | % | 2.5 | % | 6.1 | % | ||||||||||||||
| Total common equity securities, investment in MediaAlpha and other long-term investments | (7.1) | % | 80.0 | % | 36.9 | % | ||||||||||||||
| Total common equity securities and other long-term investments | 19.3 | % | 4.9 | % | 20.8 | % | ||||||||||||||
| S&P 500 Index (total return) | 28.7 | % | 18.4 | % | 31.5 | % | ||||||||||||||
| Total consolidated portfolio | (3.4) | % | 31.9 | % | 20.4 | % | ||||||||||||||
| Total consolidated portfolio - excluding MediaAlpha | 6.4 | % | 4.6 | % | 13.0 | % | ||||||||||||||
Investment Returns—Year Ended December 31, 2021 versus Year Ended December 31, 2020
White Mountains’s pre-tax total consolidated portfolio return on invested assets was -3.4% in 2021. This return included $380 million of net realized and unrealized investment losses from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was 6.4% in 2021. Excluding MediaAlpha, investment returns in 2021 were driven primarily by favorable other long-term investments results. White Mountains’s pre-tax total consolidated portfolio return on invested assets was 31.9% in 2020. This return included $746 million of net investment income and net realized and unrealized investment gains from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was 4.6% in 2020. Excluding MediaAlpha, investment returns in 2020 were impacted by White Mountains’s decision to liquidate its portfolio of common equity securities in the second half of 2020 in preparation for funding the Ark Transaction as equity markets rallied in the fourth quarter.
Fixed Income Results
White Mountains’s fixed income portfolio, including short-term investments, was $2.4 billion and $1.4 billion as of December 31, 2021 and 2020, which represented 56% and 46% of total invested assets. The increase was driven primarily by the inclusion of Ark’s invested assets as a result of the Ark Transaction. The duration of White Mountains’s fixed income portfolio, including short-term investments, was 2.6 years and 3.2 years as of December 31, 2021 and 2020. White Mountains’s fixed income portfolio includes fixed maturity investments and short-term investments in the HG Re Collateral Trusts of $480 million and $432 million as of December 31, 2021 and 2020.
White Mountains’s fixed income portfolio returned -0.4% in 2021 compared to 4.9% in 2020, outperforming and underperforming the Bloomberg Barclays U.S. Intermediate Aggregate Index returns of -1.3% and 5.6% for the comparable periods. The results in 2021 were driven primarily by the short duration positioning of White Mountains’s fixed income portfolio as interest rates increased during the period, partially offset by currency losses. The results in 2020 were driven primarily by the short duration positioning of White Mountains’s fixed income portfolio as interest rates declined significantly during the period.
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Common Equity Securities, Investment in MediaAlpha and Other Long-Term Investments Results
White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments was $1.9 billion and $1.6 billion as of December 31, 2021 and 2020, which represented 44% and 54% of total invested assets. See Note 3 — “Investment Securities”. The change was driven primarily by an increase in the fair value of Kudu’s Participation Contracts, the inclusion of Ark’s invested assets as a result of the Ark Transaction and the addition of international listed common equity funds and a bank loan fund at Ark, partially offset by a decline in the fair value of White Mountains’s investment in MediaAlpha.
White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments returned -7.1% in 2021, driven primarily by $380 million of net realized and unrealized investment losses from its investment in MediaAlpha. White Mountains’s portfolio of common equity securities and other long-term investments returned 19.3% in 2021. White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments returned 80.0% in 2020, which included $746 million of net investment income and net realized and unrealized investment gains from its investment in MediaAlpha. White Mountains’s portfolio of common equity securities and other long-term investments returned 4.9% in 2020.
During the second half of 2020, White Mountains liquidated its portfolio of common equity securities, including its portfolio of ETFs and international common equity securities, in preparation for funding the Ark Transaction. Following the Ark Transaction, White Mountains’s portfolio of common equity securities consists of international listed funds held in the Ark portfolio. As of December 31, 2021, the fair value of White Mountains’s international listed common equity funds was $251 million.
White Mountains’s portfolio of common equity securities returned 11.0% in 2021 compared to 3.6% in 2020, underperforming the S&P 500 Index returns of 28.7% and 18.4% for the comparable periods. The results for 2021 were driven primarily by relative underperformance in White Mountains’s non-U.S. common equity positions versus the S&P 500 Index. The results for 2020 were driven primarily by White Mountains’s lack of common equity exposure during the fourth quarter equity market rally and the relative underperformance from White Mountains’s international common equity portfolios versus the S&P 500 Index prior to the liquidation of these positions.
Historically, White Mountains’s portfolio of ETFs was designed to provide investment results that generally corresponded to the performance of the S&P 500 Index. White Mountains’s portfolio of ETFs was fully liquidated in the fourth quarter of 2020. In 2020, White Mountains’s portfolio of ETFs essentially earned the effective index return, before expenses, over the period in which White Mountains was invested in these funds. White Mountains also maintained relationships with a small number of third-party registered investment advisers (the “actively managed common equity portfolio”), who primarily invested in non-U.S. equity securities through unit trusts. At the end of the third quarter of 2020, White Mountains fully redeemed its actively managed common equity portfolio. White Mountains’s actively managed common equity portfolio returned -11.0% in 2020, underperforming the S&P 500 Index return of 18.4%. The results were driven primarily by the lack of exposure to actively managed common equities in the fourth quarter of 2020 and relative underperformance in international stocks versus the S&P 500 Index.
White Mountains maintains a portfolio of other long-term investments that consists primarily of unconsolidated entities, including Kudu’s Participation Contracts, a bank loan fund, private equity funds, hedge funds, Lloyd’s trust deposits, ILS funds and private debt investments. White Mountains’s portfolio of other long-term investments was $1.4 billion and $787 million as of December 31, 2021 and 2020. The change in other long-term investments was driven primarily by an increase in the fair value of Kudu’s Participation Contracts, the inclusion of invested assets relating to the Ark Transaction and the addition of a bank loan fund at Ark.
White Mountains’s other long-term investments portfolio returned 20.7% in 2021 compared to 2.5% in 2020. Investment returns for 2021 were driven primarily by $134 million of net investment income and realized and unrealized investment gains from Kudu’s Participation Contracts, $51 million of net investment income and realized and unrealized investment gains from private equity funds, and a $25 million increase in the fair value of White Mountains’s investment in PassportCard/DavidShield. Investment returns from White Mountains’s investment in PassportCard/DavidShield were driven primarily by growth in leisure travel premiums and commission revenues as the global economy recovered from the COVID-19 pandemic. Investment returns for 2020 were driven primarily by $45 million of net investment income and net unrealized gains from Kudu’s Participation Contracts, partially offset by a $10 million decrease in the fair value of White Mountains’s investment in PassportCard/DavidShield, where the global slowdown in travel activity in reaction to the COVID-19 pandemic caused a significant decline in premiums and revenues, and unrealized investment losses from hedge funds and private debt investments.
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Investment Returns—Year Ended December 31, 2020 versus Year Ended December 31, 2019
White Mountains’s pre-tax total return on invested assets was 31.9% in 2020. This return included $746 million of net investment income and net realized and unrealized investment gains from MediaAlpha. Excluding MediaAlpha, the total return on invested assets was 4.6% in 2020. Investment returns in 2020 were impacted by White Mountains’s decision to liquidate its portfolio of common equity securities in the second half of 2020 in preparation for funding the Ark Transaction as equity markets rallied in the fourth quarter. White Mountains’s pre-tax total return on invested assets was 20.4% in 2019. This return included $188 million of net investment income and net unrealized investment gains from MediaAlpha. Excluding MediaAlpha, the total return on invested assets was 13.0% in 2019. Investment returns in 2019 benefited from White Mountains’s decision to increase equity exposure after markets declined sharply at the end of 2018 ahead of the strong rally in equity markets during 2019.
Fixed Income Results
White Mountains’s fixed income portfolio, including short-term investments, was $1.4 billion as of December 31, 2020 and 2019, which represented 46% and 48% of total invested assets. The duration of White Mountains’s fixed income portfolio, including short-term investments, was 3.2 years and 2.8 years as of December 31, 2020 and 2019. White Mountains’s fixed income portfolio included fixed maturity investments and short-term investments in the HG Re Collateral Trusts of $432 million and $320 million as of December 31, 2020 and 2019.
White Mountains’s fixed income portfolio returned 4.9% in 2020 compared to 6.1% in 2019, underperforming the Bloomberg Barclays U.S. Intermediate Aggregate Index returns of 5.6% and 6.7% for the comparable periods. The results for both periods were driven primarily by the short duration positioning of White Mountains’s fixed income portfolio as interest rates declined significantly during the periods.
Common Equity Securities, Investment in MediaAlpha and Other Long-Term Investments Results
White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments was $1.6 billion and $1.5 billion as of December 31, 2020 and 2019, which represented 54% and 52% of total invested assets. See Note 3 — “Investment Securities”. The change was primarily driven by an increase in the fair value of White Mountains’s investment in MediaAlpha and an increase in other long-term investments, partially offset by the sale of common equity securities during the second half of 2020 in preparation for funding the Ark Transaction.
White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments returned 80.0% in 2020, which included $746 million of net investment income and net realized and unrealized investment gains from MediaAlpha. White Mountains’s portfolio of common equity securities and other long-term investments returned 4.9% in 2020. White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments returned 36.9% in 2019, which included $188 million of net investment income and unrealized investment gains from MediaAlpha. White Mountains’s portfolio of common equity securities and other long-term investments returned 20.8% in 2019.
Historically, White Mountains’s portfolio of common equity securities consisted of a portfolio of ETFs and publicly-traded common equity securities actively managed by select third-party registered investment advisers. During the second half of 2020, White Mountains liquidated its portfolio of common equity securities, including its portfolio of ETFs and international common equity securities, in preparation for funding the Ark Transaction. As of December 31, 2019, White Mountains’s portfolio of common equity securities was $684 million as of December 31, 2019.
White Mountains’s portfolio of common equity securities returned 3.6% in 2020 compared to 29.1% in 2019, underperforming the S&P 500 Index returns of 18.4% and 31.5% for the comparable periods. The results for 2020 were driven primarily by White Mountains’s lack of common equity exposure during the fourth quarter equity market rally and the relative underperformance from White Mountains’s international common equity portfolios versus the S&P 500 Index prior to the liquidation of these positions. The results for 2019 were driven primarily by relative underperformance in White Mountains’s international common equity portfolios versus the S&P 500 Index.
White Mountains’s portfolio of ETFs was fully liquidated as of December 31, 2020 and totaled $536 million as of December 31, 2019. In 2020 and 2019, White Mountains’s portfolio of ETFs essentially earned the effective index return, before expenses, over the period in which White Mountains was invested in these funds. At the end of the third quarter of 2020, White Mountains fully redeemed its actively managed common equity portfolio. White Mountains’s actively managed common equity portfolio was $147 million as of December 31, 2019. White Mountains’s actively managed common equity portfolio returned -11.0% in 2020 compared to 24.2% in 2019, underperforming the S&P 500 Index return of 18.4% and 31.5% for the comparable periods. The 2020 results were driven primarily by the lack of exposure to actively managed common equities in the fourth quarter of 2020 and relative underperformance in international stocks versus the S&P 500 Index. The 2019 results were driven primarily by relative underperformance in White Mountains’s international common equity portfolios versus the S&P 500 Index.
White Mountains’s portfolio of other long-term investments was $787 million and $676 million as of December 31, 2020 and 2019. The change in other long-term investments was primarily driven by an increase in the fair value of Kudu’s Participation Contracts.
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White Mountains other long-term investments portfolio returned 2.5% in 2020 compared to 6.1% in 2019. Investment returns for 2020 were driven primarily by $45 million of net investment income and net unrealized gains from Kudu’s Participation Contracts, partially offset by a $10 million decrease in the fair value of White Mountains’s investment in PassportCard/DavidShield, where the global slowdown in travel activity in reaction to the COVID-19 pandemic caused a significant decline in premiums and revenues and unrealized investment losses from hedge funds and private debt investments.
Investment returns for 2019 were driven primarily by $21 million of net investment income and net unrealized gains from Kudu’s Participation Contracts and $15 million of net investment income and realized and unrealized investment gains from private equity funds.
Portfolio Composition
The following table presents the composition of White Mountains’s total operations investment portfolio as of December 31, 2021 and 2020:
| December 31, 2021 | December 31, 2020 | |||||||||||||||||||||||||
| $ in Millions | Carrying Value | % of Total | Carrying Value | % of Total | ||||||||||||||||||||||
| Fixed maturity investments | $ | 1,908.9 | 44.8 | % | $ | 1,207.2 | 41.1 | % | ||||||||||||||||||
| Short-term investments | 465.9 | 10.9 | 142.8 | 4.9 | ||||||||||||||||||||||
| Common equity securities | 251.1 | 5.9 | — | — | ||||||||||||||||||||||
| Investment in MediaAlpha | 261.6 | 6.1 | 802.2 | 27.3 | ||||||||||||||||||||||
| Other long-term investments | 1,377.8 | 32.3 | 786.8 | 26.7 | ||||||||||||||||||||||
| Total investments | $ | 4,265.3 | 100.0 | % | $ | 2,939.0 | 100.0 | % | ||||||||||||||||||
The following table presents the breakdown of White Mountains’s fixed maturity investments as of December 31, 2021 by credit class, based upon issuer credit ratings provided by Standard & Poor’s, or if unrated by Standard & Poor’s, long-term obligation ratings provided by Moody’s:
| December 31, 2021 | ||||||||||||||||||||||||||
| $ in Millions | Amortized Cost | % of Total | Carrying Value | % of Total | ||||||||||||||||||||||
U.S. government and government-sponsored entities (1) | $ | 467.7 | 24.7 | % | $ | 467.4 | 24.5 | % | ||||||||||||||||||
| AAA/Aaa | 135.7 | 7.2 | 136.5 | 7.1 | ||||||||||||||||||||||
| AA/Aa | 332.6 | 17.5 | 343.4 | 18.0 | ||||||||||||||||||||||
| A/A | 546.5 | 28.8 | 549.1 | 28.7 | ||||||||||||||||||||||
| BBB/Baa | 404.7 | 21.4 | 403.8 | 21.2 | ||||||||||||||||||||||
| Other/not rated | 8.3 | 0.4 | 8.7 | 0.5 | ||||||||||||||||||||||
| Total fixed maturity investments | $ | 1,895.5 | 100.0 | % | $ | 1,908.9 | 100.0 | % | ||||||||||||||||||
(1)Includes mortgage-backed securities, which carry the full faith and credit guaranty of the U.S. government (i.e., GNMA) or are guaranteed by a government sponsored entity (i.e., FNMA, FHLMC).
The following table presents the cost or amortized cost and carrying value of White Mountains’s fixed maturity investments by contractual maturity as of December 31, 2021. Actual maturities could differ from contractual maturities because borrowers may have the right to call or prepay certain obligations with or without call or prepayment penalties.
| December 31, 2021 | ||||||||||||||
| Millions | Cost or Amortized Cost | Carrying Value | ||||||||||||
| Due in one year or less | $ | 136.7 | $ | 137.3 | ||||||||||
| Due after one year through five years | 866.2 | 865.0 | ||||||||||||
| Due after five years through ten years | 365.7 | 371.5 | ||||||||||||
| Due after ten years | 113.2 | 122.5 | ||||||||||||
| Mortgage and asset-backed securities and collateralized loan obligations | 413.7 | 412.6 | ||||||||||||
| Total fixed maturity investments | $ | 1,895.5 | $ | 1,908.9 | ||||||||||
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The following table presents the composition of White Mountains’s other long-term investments portfolio as of December 31, 2021 and 2020:
| December 31, 2021 | December 31, 2020 | |||||||||||||||||||||||||
| $ in Millions | Carrying Value | % of Total | Carrying Value | % of Total | ||||||||||||||||||||||
| Kudu Participation Contracts | $ | 669.5 | 48.6 | % | $ | 400.6 | 50.9 | % | ||||||||||||||||||
| PassportCard/DavidShield | 120.0 | 8.7 | 95.0 | 12.1 | ||||||||||||||||||||||
| Elementum Holdings L.P. | 45.0 | 3.3 | 55.1 | 7.0 | ||||||||||||||||||||||
| Other unconsolidated entities | 34.4 | 2.5 | 42.4 | 5.4 | ||||||||||||||||||||||
| Total unconsolidated entities | 868.9 | 593.1 | ||||||||||||||||||||||||
| Bank loan fund | 163.0 | 11.8 | — | — | ||||||||||||||||||||||
| Private equity funds and hedge funds | 153.8 | 11.2 | 121.2 | 15.4 | ||||||||||||||||||||||
| Lloyd’s trust deposits | 113.8 | 8.3 | — | — | ||||||||||||||||||||||
| ILS funds | 51.9 | 3.8 | 51.4 | 6.5 | ||||||||||||||||||||||
| Private debt investments | 14.1 | 1.0 | 21.1 | 2.7 | ||||||||||||||||||||||
| Other | 12.3 | 0.8 | — | — | ||||||||||||||||||||||
| Total other long-term investments | $ | 1,377.8 | 100.0 | % | $ | 786.8 | 100.0 | % | ||||||||||||||||||
Foreign Currency Exposure
As of December 31, 2021, White Mountains had foreign currency exposure on $311 million of net assets primarily related to Ark’s non-U.S. business, NSM’s U.K.-based operations, Kudu’s non-U.S. Participation Contracts, and certain other foreign consolidated and unconsolidated entities.
The following table presents the fair value of White Mountains’s foreign denominated net assets (net liabilities) by segment as of December 31, 2021:
| Currency $ in Millions | Ark | NSM | Kudu | Other Operations | Total Fair Value | % of Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||
| CAD | $ | 55.4 | $ | — | $ | 81.3 | $ | — | $ | 136.7 | 3.7 | % | ||||||||||||||||||||||||||
| GBP | 7.7 | 118.6 | — | — | 126.3 | 3.4 | ||||||||||||||||||||||||||||||||
| AUD | 23.3 | — | 44.7 | — | 68.0 | 1.8 | ||||||||||||||||||||||||||||||||
| EUR | (56.2) | — | — | 32.3 | (23.9) | (.6) | ||||||||||||||||||||||||||||||||
| All other | — | — | — | 3.6 | 3.6 | .1 | ||||||||||||||||||||||||||||||||
| Total | $ | 30.2 | $ | 118.6 | $ | 126.0 | $ | 35.9 | $ | 310.7 | 8.4 | % | ||||||||||||||||||||||||||
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III. Income Taxes
The Company and its Bermuda domiciled subsidiaries are not subject to Bermuda income tax under current Bermuda law. In the event there is a change in the current law and taxes are imposed, the Bermuda Exempted Undertakings Tax Protection Act of 1966 states that the Company and its Bermuda domiciled subsidiaries would be exempt from such tax until March 31, 2035. The Company has subsidiaries and branches that operate in various other jurisdictions around the world that are subject to tax in the jurisdictions in which they operate. As of December 31, 2021, the primary jurisdictions in which the Company’s subsidiaries and branches were subject to tax are Ireland, Israel, Luxembourg, the United Kingdom and the United States.
On December 14, 2021, the OECD issued a report on the Global Anti-Base Erosion (“GloBE”) rules. The GloBE rules provide for a coordinated system of taxation intended to ensure large multinational enterprise groups pay a minimum level of tax of 15% on the income arising in each of the jurisdictions where they operate. It would do so by imposing a top-up tax on profits arising in a jurisdiction whenever the effective tax rate is below the minimum rate. Expanded guidance on the GloBE rules is forthcoming. Depending on which countries implement legislation under the GloBE rules, the income of members of the Company‘s group could be subject to higher rates of tax. While the OECD is targeting 2023 as the year for implementation, the actual implementation will depend on each country implementing specific legislation. The timing and impact of these rules on the Company remain uncertain.
On January 1, 2020, White Mountains adopted ASU 2019-12, Simplifying the Accounting for Income Taxes (ASC740) (“ASU 2019-12”). For periods subsequent to the adoption of ASU 2019-12, White Mountains has recorded both the tax expense related to BAM’s MSC and the related valuation allowance on such taxes through non-controlling interest equity. Prior to the adoption of ASU 2019-12, White Mountains recorded the tax expense related to BAM’s MSC directly to non-controlling interest equity, while the valuation allowance on such taxes was recorded through the income statement.
White Mountains reported income tax expense of $39 million in 2021 on pre-tax loss from continuing operations of $302 million. The difference between White Mountains’s effective tax rate and the current U.S. statutory rate of 21% was driven primarily by losses generated in jurisdictions with lower tax rates than the United States, a full valuation allowance on net deferred tax assets in certain U.S. operations, consisting of the WM Adams Holdings, Inc. consolidated tax group included within the Other Operations segment and BAM, and state income taxes. The effective rate was also different from the U.S. statutory rate of 21% due to additional tax expense related to the revaluation of U.K. deferred tax assets and liabilities. On June 10, 2021, the U.K. enacted an increase in its corporate tax rate from 19% to 25% for periods after April 1, 2023. During 2021, White Mountains increased its net U.K. deferred tax liability to reflect the higher tax rate.
White Mountains reported income tax benefit of $21 million in 2020 on pre-tax income from continuing operations of $645 million. The difference between White Mountains’s effective tax rate and the current U.S. federal statutory rate of 21% was driven primarily by a $131 million release of a deferred tax liability as a result of an internal reorganization in connection with the MediaAlpha IPO and income generated in jurisdictions with lower tax rates than the United States. Also in 2020, $43 million of tax expense was recorded for state income taxes, withholding taxes and the establishment of a partial valuation allowance on deferred tax assets of various companies, entities and investments that are included in the Other Operations segment.
White Mountains reported income tax expense of $29 million in 2019 on pre-tax income from continuing operations of $405 million. The difference between White Mountains’s effective tax rate and the current U.S. federal statutory rate of 21% was driven primarily by income generated in jurisdictions with lower tax rates than the United States, state income taxes and a tax benefit recorded at BAM related to its MSC collected. The effective tax rate was also different from the U.S statutory rate of 21% due to the release of a valuation allowance on the net deferred tax assets of the U.S. consolidated group Guilford Holdings, Inc. and subsidiaries, which included Kudu, White Mountains’s investment in MediaAlpha, WM Capital, WM Advisors and certain other entities and investments that are included in the Other Operations segment. In 2019, BAM recorded a tax benefit of $10 million associated with the valuation allowance on taxes related to MSC collected that was included in the effective tax rate.
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IV. Discontinued Operations
Sirius Group
On April 18, 2016, White Mountains completed the sale of Sirius International Insurance Group, Ltd. (“Sirius Group”) to CM International Pte. Ltd. and CM Bermuda Limited (collectively “CMI”). In connection with the sale, White Mountains indemnified Sirius Group against the loss of certain interest deductions claimed by Sirius Group related to periods prior to the sale of Sirius Group to CMI that had been disputed by the Swedish Tax Agency (STA). In late October 2018, the Swedish Administrative Court ruled against Sirius Group on its appeal of the STA’s denial of these interest deductions. As a result, in 2018 White Mountains recorded a loss of $17 million within net gain (loss) on sale of discontinued operations reflecting the value of these interest deductions.
In April 2021, the STA informed the Swedish Administrative Court of Appeal that Sirius Group should prevail in its appeal and that the interest deductions should not be disallowed. In June 2021, the Swedish Administrative Court of Appeal ruled in Sirius Group’s favor. As a result, in 2021 White Mountains recorded a gain of $19 million in discontinued operations to reverse the accrued liability, including foreign currency translation. See Note 21 — “Held for Sale and Discontinued Operations” on page F-76.
LIQUIDITY AND CAPITAL RESOURCES
Operating Cash and Short-term Investments
Holding Company Level
The primary sources of cash for the Company and certain of its intermediate holding companies are expected to be distributions from its insurance, reinsurance and other operating subsidiaries, net investment income, proceeds from sales, repayments and maturities of investments, capital raising activities and, from time to time, proceeds from sales of operating subsidiaries. The primary uses of cash are expected to be general and administrative expenses, purchases of investments, payments to tax authorities, payments on and repurchases/retirements of its debt obligations, dividend payments to holders of the Company’s common shares, distributions to non-controlling interest holders of consolidated subsidiaries, contributions to operating subsidiaries and, from time to time, purchases of operating subsidiaries and repurchases of the Company’s common shares.
Operating Subsidiary Level
The primary sources of cash for White Mountains’s insurance, reinsurance and other operating subsidiaries are expected to be premium and fee collections, commissions, net investment income, proceeds from sales, repayments and maturities of investments, contributions from holding companies and capital raising activities. The primary uses of cash are expected to be claim payments, policy acquisition costs, general and administrative expenses, broker commission expenses, cost of sales, purchases of investments, payments to tax authorities, payments on and repurchases/retirements of its debt obligations, distributions made to holding companies, distributions to non-controlling interest holders and, from time to time, purchases of operating subsidiaries.
Both internal and external forces influence White Mountains’s financial condition, results of operations and cash flows. Premium and fee collections, investment returns, claim payments and cost of sales may be impacted by changing rates of inflation and other economic conditions. Some time may lapse between the occurrence of an insured loss, the reporting of the loss to White Mountains’s insurance and reinsurance operating subsidiaries and the settlement of the liability for that loss. The exact timing of the payment of losses and benefits cannot be predicted with certainty. White Mountains’s insurance and reinsurance operating subsidiaries maintain portfolios of invested assets with varying maturities and a substantial amount of cash and short-term investments to provide adequate liquidity for the payment of claims.
Management believes that White Mountains’s cash balances, cash flows from operations and routine sales and maturities of investments are adequate to meet expected cash requirements for the foreseeable future on both a holding company and insurance, reinsurance and other operating subsidiary level.
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Dividend Capacity
Following is a description of the dividend capacity of White Mountains’s reinsurance and other operating subsidiaries:
HG Global/BAM
As of December 31, 2021, HG Global had $619 million face value of preferred shares outstanding, of which White Mountains owned 96.9%. Holders of the HG Global preferred shares receive cumulative dividends at a fixed annual rate of 6.0% on a quarterly basis, when and if declared by HG Global. During 2021, HG Global declared and paid a $22 million preferred dividend, of which $21 million was paid to White Mountains. As of December 31, 2021, HG Global had accrued $415 million of dividends payable to holders of its preferred shares, of which $401 million was payable to White Mountains and eliminated in consolidation. As of December 31, 2021, HG Global and its subsidiaries had $3 million of cash outside of HG Re.
HG Re is a Special Purpose Insurer subject to regulation and supervision by the BMA but does not require regulatory approval to pay dividends. However, HG Re’s dividend capacity is limited to amounts held outside of the Collateral Trusts pursuant to the FLRT with BAM. As of December 31, 2021, HG Re had $760 million of statutory capital and surplus and $852 million of assets held in the Collateral Trusts pursuant to the FLRT with BAM.
On a monthly basis, BAM deposits cash equal to ceded premiums, net of ceding commissions, due to HG Re under the FLRT directly into the Regulation 114 Trust. The Regulation 114 Trust target balance is equal to gross ceded unearned premiums and unpaid ceded loss and LAE, if any. If, at the end of any quarter, the Regulation 114 Trust balance is below the target balance, funds will be withdrawn from the Supplemental Trust and deposited into the Regulation 114 Trust in an amount equal to the shortfall. If, at the end of any quarter, the Regulation 114 Trust balance is above 102% of the target balance, funds will be withdrawn from the Regulation 114 Trust and deposited into the Supplemental Trust.
The Supplemental Trust Target Balance is $603 million, less the amount of cash and securities in the Regulation 114 Trust in excess of its target balance. If, at the end of any quarter, the Supplemental Trust balance exceeds the Supplemental Trust Target Balance, such excess may be distributed to HG Re. The distribution will be made first as an assignment of accrued interest on the BAM Surplus Notes and second in cash and/or fixed income securities. As the BAM Surplus Notes are repaid over time, the BAM Surplus Notes will be replaced in the Supplemental Trust by cash and fixed income securities.
As of December 31, 2021, the Collateral Trusts held assets of $852 million, which included $481 million of cash and investments, $365 million of BAM Surplus Notes and $6 million of interest receivable on the BAM Surplus Notes.
As of December 31, 2021, HG Re had $9 million of cash and investments and $117 million of accrued interest on the BAM Surplus Notes held outside the Collateral Trusts.
Through 2024, the interest rate on the BAM Surplus Notes is a variable rate equal to the one-year U.S. Treasury rate plus 300 basis points, set annually. During 2022, the interest rate on the BAM Surplus Notes will be 3.2%. Beginning in 2025, the interest rate will be fixed at the higher of the then current variable rate or 8.0%. BAM is required to seek regulatory approval to pay interest and principal on the BAM Surplus Notes only to the extent that its remaining qualified statutory capital and other capital resources continue to support its outstanding obligations, its business plan and its “AA/stable” rating from Standard & Poor’s. No payment of principal or interest on the BAM Surplus Notes may be made without the approval of the NYDFS.
In December 2021, BAM made a $34 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. Of this payment, $24 million was a repayment of principal held in the Supplemental Trust and $10 million was a payment of accrued interest held outside the Supplemental Trust.
Ark
During any 12-month period, GAIL, a class 4 licensed Bermuda insurer, has the ability to (i) make capital distributions based on 15% of its total statutory capital per the previous year’s statutory financial statements, or (ii) make dividend payments based on 25% of its total statutory capital and surplus per the previous year’s statutory financial statements, without prior approval of Bermuda regulatory authorities. Accordingly, White Mountains expects GAIL will have the ability to make capital distributions of $114 million during 2022, which is equal to 15% of its December 31, 2021 statutory capital of $758 million, subject to meeting all appropriate liquidity and solvency requirements and the filing of its December 31, 2021 statutory financial statements. During 2021, GAIL did not pay a dividend to its immediate parent.
As of December 31, 2021, Ark and its intermediate holding companies had $4 million of net unrestricted cash, short-term investments and fixed maturity investments outside of its regulated and unregulated insurance and reinsurance operating subsidiaries. During 2021, Ark did not pay any dividends to its immediate parent.
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NSM
During 2021, NSM distributed $8 million to unitholders, substantially all of which was paid to White Mountains. As of December 31, 2021, NSM had $22 million of net unrestricted cash and short-term investments.
Kudu
During 2021, Kudu distributed $19 million to unitholders, substantially all of which was paid to White Mountains. As of December 31, 2021, Kudu had $17 million of net unrestricted cash and short-term investments.
Other Operations
During 2021, White Mountains paid a $3 million common share dividend. As of December 31, 2021, the Company and its intermediate holding companies had $454 million of net unrestricted cash, short-term investments and fixed maturity investments, $262 million of MediaAlpha common stock, and $171 million of private equity funds and ILS funds.
Financing
The following table summarizes White Mountains’s capital structure as of December 31, 2021 and 2020:
| December 31, | ||||||||||||||
| $ in Millions | 2021 | 2020 | ||||||||||||
Ark 2007 Subordinated Notes (1) | $ | 30.0 | $ | — | ||||||||||
Ark 2021 Subordinated Notes (1)(2) | 155.9 | — | ||||||||||||
NSM Bank Facility (1)(2) | 271.2 | 271.3 | ||||||||||||
Other NSM debt (1) | .9 | 1.3 | ||||||||||||
Kudu Credit Facility (1)(2) | 218.2 | — | ||||||||||||
Kudu Bank Facility (1)(2) | — | 86.3 | ||||||||||||
Other Operations debt (1)(2) | 16.8 | 17.5 | ||||||||||||
| Total debt | 693.0 | 376.4 | ||||||||||||
| Non-controlling interests — excluding BAM | 280.6 | 35.2 | ||||||||||||
| Total White Mountains’s common shareholders’ equity | 3,548.1 | 3,906.0 | ||||||||||||
| Total capital | 4,521.7 | 4,317.6 | ||||||||||||
Time-value discount on expected future payments on the BAM Surplus Notes (3) | (125.9) | (142.5) | ||||||||||||
HG Global’s unearned premium reserve (3) | 214.6 | 190.0 | ||||||||||||
HG Global’s net deferred acquisition costs (3) | (60.8) | (52.4) | ||||||||||||
| Total adjusted capital | $ | 4,549.6 | $ | 4,312.7 | ||||||||||
| Total debt to total adjusted capital | 15.2 | % | 8.7 | % | ||||||||||
(1)See Note 7 — “Debt” for details of debt arrangements.
(2) Net of unamortized issuance costs
(3) Amount reflects White Mountains's preferred share ownership in HG Global of 96.9%.
Management believes that White Mountains has the flexibility and capacity to obtain funds externally through debt or equity financing on both a short-term and long-term basis. However, White Mountains can provide no assurance that, if needed, it would be able to obtain additional debt or equity financing on satisfactory terms, if at all.
It is possible that, in the future, one or more of the rating agencies may lower White Mountains’s existing ratings. If one or more of its ratings were lowered, White Mountains could incur higher borrowing costs on future borrowings and its ability to access the capital markets could be impacted.
Covenant Compliance
As of December 31, 2021, White Mountains was in compliance in all material respects with all of the covenants under all of its debt instruments.
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Contractual Obligations and Commitments
The following table presents White Mountains’s material contractual obligations and commitments as of December 31, 2021:
| Millions | Due in Less Than One Year | Due in Two to Three Years | Due in Four to Five Years | Due After Five Years | Total | |||||||||||||||||||||||||||
Loss and LAE reserves (1) | $ | 326.7 | $ | 365.7 | $ | 122.0 | $ | 80.3 | $ | 894.7 | ||||||||||||||||||||||
| Debt | 5.7 | 14.5 | 221.6 | 470.4 | 712.2 | |||||||||||||||||||||||||||
Interest on debt | 42.8 | 78.8 | 65.9 | 158.7 | 346.2 | |||||||||||||||||||||||||||
| Long-term incentive compensation | 25.9 | 31.6 | — | — | 57.5 | |||||||||||||||||||||||||||
Contingent consideration (2) | 38.2 | — | — | — | 38.2 | |||||||||||||||||||||||||||
Operating leases (3) | 10.9 | 18.4 | 11.1 | 11.9 | 52.3 | |||||||||||||||||||||||||||
| Total contractual obligations and commitments | $ | 450.2 | $ | 509.0 | $ | 420.6 | $ | 721.3 | $ | 2,101.1 | ||||||||||||||||||||||
(1) Represents expected future cash outflows resulting from loss and LAE payments. The amounts presented are gross of reinsurance recoverables on unpaid losses of $428.9 as of December 31, 2021.
(2) The contingent consideration liabilities are primarily related to White Mountains’s acquisition of Ark and NSM’s previous acquisitions of KBK and its other U.K.-based operations. See Note 2 — “Significant Transactions” on page F-17.
(3) Amounts include BAM’s operating lease amounts of $2.2, $4.0, $2.4 and $0 that are due in less than one year, two to three years, four to five years, and due after five years, which are attributed to non-controlling interests.
The long-term incentive compensation balances included in the table above include amounts payable for performance shares. Exact amounts to be paid for performance shares cannot be predicted with certainty, as the ultimate amounts of these liabilities are based on the future performance of White Mountains and the market price of the Company’s common shares at the time the payments are made.
The estimated payments reflected in the table are based on current accrual factors (including performance relative to targets and common share price) and assume that all outstanding balances were 100% vested as of December 31, 2021.
There are no provisions within White Mountains’s operating leasing agreements that would trigger acceleration of future lease payments.
White Mountains does not finance its operations through the securitization of its trade receivables, through special purpose entities or through synthetic leases. Further, White Mountains has not entered into any material arrangements requiring it to guarantee payment of third-party debt or lease payments or to fund losses of an unconsolidated special purpose entity.
White Mountains also has future binding commitments to fund certain other long-term investments. These commitments, which totaled approximately $44 million as of December 31, 2021, do not have fixed funding dates and, are therefore, excluded from the table above.
Share Repurchase Programs
White Mountains’s board of directors has authorized the Company to repurchase its common shares from time to time, subject to market conditions. The repurchase authorizations do not have a stated expiration date. As of December 31, 2021, White Mountains may repurchase an additional 451,224 shares under these board authorizations. In addition, from time to time White Mountains has also repurchased its common shares through tender offers that were separately approved by its board of directors.
The following table presents common shares repurchased by the Company as well as the average price per share as a percent of December 31, 2021 adjusted book value per share and market value per share.
| Average Price Per | Average Price Per | |||||||||||||||||||||||||||||||
| Share as % of | Share as % of | |||||||||||||||||||||||||||||||
| Average | December 31, 2021 | December 31, 2021 | ||||||||||||||||||||||||||||||
| Shares | Cost | Price | Adjusted Book | Market Value | ||||||||||||||||||||||||||||
| Year Ended | Repurchased | (Millions) | Per Share | Value Per Share | Per Share | |||||||||||||||||||||||||||
| December 31, 2021 | 98,511 | $ | 107.5 | $ | 1,091.29 | 92% | 108% | |||||||||||||||||||||||||
| December 31, 2020 | 99,087 | $ | 85.1 | $ | 858.81 | 72% | 85% | |||||||||||||||||||||||||
| . | ||||||||||||||||||||||||||||||||
| December 31, 2019 | 5,679 | $ | 4.9 | $ | 857.69 | 72% | 85% | |||||||||||||||||||||||||
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Cash Flows
Detailed information concerning White Mountains’s cash flows during 2021, 2020 and 2019 follows:
Cash flows from operations for the years ended 2021, 2020 and 2019
Net cash flows provided from (used for) operations was $39 million, $(61) million and $(121) million for the years ended December 31, 2021, 2020 and 2019. Cash provided from operations was higher in 2021 compared to 2020, driven primarily by the cash inflow from Ark’s operations, partially offset by the deployments in Kudu’s participation contracts and Ark’s transaction expenses. Cash used for operations was lower in 2020 compared to 2019, driven primarily by $55 million of net investment income received in 2020 from a dividend recapitalization at MediaAlpha. White Mountains does not believe these trends will have a meaningful impact on its future liquidity or its ability to meet its future cash requirements. As of December 31, 2021, the Company and its intermediate holding companies had $454 million of net unrestricted cash, short-term investments and fixed maturity investments, $262 million of MediaAlpha common stock, and $171 million of private equity funds and ILS funds.
Cash flows from investing and financing activities for the year ended December 31, 2021
Financing and Other Capital Activities
During 2021, the Company declared and paid a $3 million cash dividend to its common shareholders.
During 2021, White Mountains repurchased and retired 98,511 of its common shares for $108 million, 7,218 of which were repurchased under employee benefit plans for statutory withholding tax payments.
During 2021, BAM received $62 million in MSC.
During 2021, BAM repaid $24 million of principal and paid $10 million of accrued interest on the BAM Surplus Notes.
During 2021, Ark issued $163 million face value floating rate unsecured subordinated notes at par in three transactions for proceeds of $158 million, net of debt issuance costs, and repaid €12 million ($14 million based upon the foreign exchange spot rate at the date of repayment) of the outstanding principal balance on the subordinated note to Dekania Europe CDO II plc (“Ark 2007 Notes Tranche 2”).
During 2021, NSM repaid $3 million in term loans, borrowed $35 million in revolving loans to fund the acquisition of J.C. Taylor and repaid $32 million in revolving loans under the Ares Capital Corporation secured credit facility (the “NSM Bank Facility”).
During 2021, Kudu borrowed $3 million in term loans under the Kudu Bank Facility.
On March 23, 2021, Kudu entered into the Kudu Credit Facility with an initial draw of $102 million, of which $92 million was used to repay the outstanding principal balance on its term loans under the Kudu Bank Facility. During 2021, Kudu borrowed an additional $130 million and repaid $7 million in term loans under the Kudu Credit Facility.
During 2021, White Mountains’s Other Operations segment borrowed $3 million and repaid $8 million under its three secured credit facilities.
Acquisitions and Dispositions
On January 1, 2021 White Mountains completed the Ark Transaction, which included contributing $605 million of equity capital to Ark, at a pre-money valuation of $300 million, and purchasing $41 million of shares from certain selling shareholders. In the fourth quarter of 2020, White Mountains prefunded/placed in escrow a total of $646 million in preparation for closing the Ark Transaction.
On March 23, 2021, MediaAlpha completed a secondary offering of 8.05 million shares. In the secondary offering, White Mountains sold 3.6 million shares at $46.00 per share ($44.62 per share net of underwriting fees) for net proceeds of $160 million.
On August 6, 2021, NSM acquired 100% of J.C. Taylor for $50 million of upfront cash consideration.
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Cash flows from investing and financing activities for the year ended December 31, 2020
Financing and Other Capital Activities
During 2020, the Company declared and paid a $3 million cash dividend to its common shareholders.
During 2020, White Mountains repurchased and retired 99,087 of its common shares for $85 million, 5,899 of which were repurchased under employee benefit plans for statutory withholding tax payments.
During 2020, BAM received $69 million in MSC.
During 2020, BAM repaid $70 million of principal and paid $25 million of accrued interest on the BAM Surplus Notes.
During 2020, HG Global declared and paid $23 million of preferred dividends, of which $22 million was paid to White Mountains.
During 2020, NSM borrowed £43 million ($52 million based upon the foreign exchange spot rate at the date of acquisition) of term loans under the NSM Bank Facility to fund the acquisition of Kingsbridge. Additionally, during 2020 NSM repaid $2 million of term loans under the NSM Bank Facility.
During 2020, Kudu borrowed $32 million in term loans under the Kudu Bank Facility.
During 2020, White Mountains’s Other Operations segment made no borrowings and repaid $2 million in term loans under its credit facilities.
Acquisitions and Dispositions
On April 7, 2020, NSM acquired 100% of Kingsbridge for £107 million ($132 million based upon the foreign exchange spot rate at the date of acquisition).
On May 7, 2020, White Mountains made an additional $15 million investment in PassportCard/DavidShield.
On October 30, 2020, MediaAlpha completed its initial public offering. In the offering, White Mountains sold 3,609,894 shares and received total proceeds of $64 million. White Mountains also received $55 million of net proceeds related to a dividend recapitalization at MediaAlpha, which was recorded as net investment income.
In the fourth quarter of 2020, White Mountains pre-funded/placed in escrow a total of $646 million in preparation for closing the Ark Transaction.
Cash flows from investing and financing activities for the year ended December 31, 2019
Financing and Other Capital Activities
During 2019, the Company declared and paid a $3 million cash dividend to its common shareholders.
During 2019, White Mountains repurchased and retired 5,679 of its common shares for $5 million, all of which were repurchased under employee benefit plans for statutory withholding tax payments.
During 2019, BAM received $55 million in MSC.
During 2019, BAM repaid $24 million of principal and paid $8 million of accrued interest on the BAM Surplus Notes.
During 2019, NSM borrowed $43 million of term loans under the NSM Bank Facility, which included $20 million and $23 million to fund the acquisitions of Embrace and the Renewal Rights from AIG, and $7 million of revolving credit loans. Additionally, during 2019 NSM repaid $2 million of term loans and $7 million of revolving credit loans under the NSM Bank Facility.
During 2019, Kudu borrowed $57 million in term loans under the Kudu Bank Facility and distributed $54 million to unitholders, of which $53 million was paid to White Mountains. As of December 31, 2019, Kudu had not made any payment
of principal on the Kudu Bank Facility.
Acquisitions and Dispositions
On February 26, 2019, White Mountains received net cash proceeds of $89 million from the 2019 MediaAlpha Transaction.
On April 1, 2019, NSM acquired 100% of Embrace for $72 million, net of cash acquired.
On April 4, 2019, White Mountains completed the Kudu Transaction for $81 million. In addition, White Mountains assumed all of Oaktree’s unfunded capital commitments to Kudu, increasing White Mountains’s total capital commitment to $250 million. During the fourth quarter of 2019, White Mountains increased its total capital commitment to Kudu by an additional $100 million to $350 million. Also during the fourth quarter of 2019, Kudu obtained a committed $124 million credit facility.
On May 31, 2019, White Mountains completed the Elementum Transaction for $55 million. As part of the Elementum Transaction, White Mountains also committed to invest $50 million in ILS funds managed by Elementum.
On June 28, 2019, NSM acquired the Renewal Rights from AIG for $83 million.
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TRANSACTIONS WITH RELATED PERSONS
White Mountains does not have any related party transactions to report as of December 31, 2021.
NON-GAAP FINANCIAL MEASURES
This report includes thirteen non-GAAP financial measures that have been reconciled with their most comparable GAAP financial measures.
Adjusted book value per share
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 modeled 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 BAM Surplus Notes, the present value of the BAM Surplus Notes, including accrued interest and using an 8.0% discount rate, was estimated to be $130 million, $147 million and $157 million less than the nominal GAAP carrying values as of December 31, 2021, 2020 and 2019, respectively.
The value of HG Global’s unearned premium reserve, net of deferred acquisition costs, was $159 million, $142 million and $119 million as of December 31, 2021, 2020 and 2019, 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 BAM 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 42.
Growth in adjusted book value per share excluding MediaAlpha
The growth in adjusted book value per share excluding net realized and unrealized investment losses from White Mountains’s investment in MediaAlpha on page 42 is a non-GAAP financial measure. White Mountains believes this measure to be useful to management and investors by showing the underlying performance of White Mountains in 2021 without regard to the impact of changes in MediaAlpha’s share price. A reconciliation from GAAP to the reported percentages is as follows:
| Year Ended December 31, 2021 | ||||||||
| Growth in GAAP book value per share | (6.5)% | |||||||
| Adjustments to book value per share (see reconciliation on page 42) | 0.8% | |||||||
| Remove net realized and unrealized investment losses from White Mountains’s investment in MediaAlpha | 10.0% | |||||||
Growth in adjusted book value per share excluding net realized and unrealized investment losses from White Mountains’s investment in MediaAlpha | 4.3% | |||||||
BAM’s gross written premiums and MSC from new business
BAM’s 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 46.
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Ark’s adjusted loss and loss adjustment expense, adjusted insurance acquisition expense, adjusted other underwriting expense and adjusted combined ratios
Ark’s adjusted loss and loss adjustment expense ratio, adjusted insurance acquisition expense ratio, adjusted other underwriting expense ratio and adjusted combined ratio are non-GAAP financial measures, which are derived by adjusting the GAAP ratios to add back the impact of whole-account quota-share reinsurance arrangements related to TPC Providers for the Syndicates. The impact of these reinsurance arrangements relates to years of account prior to the Ark Transaction. White Mountains believes these adjustments are useful to management and investors in evaluating Ark’s results on a fully aligned basis (i.e., 100% of the Syndicates’ results). The reconciliation from the GAAP ratios to the adjusted ratios is included on page 52.
NSM’s EBITDA and NSM’s adjusted EBITDA
NSM’s EBITDA and adjusted EBITDA are non-GAAP financial measures. EBITDA is a non-GAAP financial measure that excludes interest expense on debt, income tax (expense) benefit, depreciation and amortization of other intangible assets 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 liabilities, (ii) non-cash equity-based compensation expense, (iii) impairments of intangible assets, (iv) loss on assets held for sale, (v) transaction expenses, (vi) fair value purchase accounting adjustment for deferred revenue, (vii) investments made in the development of new business lines, (viii) restructuring expenses and (ix) legal settlements. A description of each follows:
•Change in fair value of contingent consideration liabilities - Contingent consideration 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, contingent consideration liabilities are initially recorded at fair value as part of purchase accounting, with the periodic change in the fair value of these liabilities recorded as income or an expense.
•Non-cash equity-based compensation expense - Represents non-cash expenses related to NSM’s management compensation emanating from the grants of equity units.
•Impairments of intangible assets - Represents expense related to NSM’s write-off of intangible assets. For the periods presented, the impairments related primarily to NSM’s write-off of intangible assets in its U.K. vertical. The impairments related to lower premium volumes, including due to the impact of the COVID-19 pandemic, and certain reorganization initiatives in the U.K. vertical.
• Loss on assets held for sale - Represents the loss on net assets held for sale related to the Fresh Insurance motor business.
•Transaction expenses - Represents costs directly related to NSM’s mergers and acquisitions activity, such as transaction-related compensation, banking, accounting and external lawyer fees, which are not capitalized and are expensed under GAAP.
•Fair value purchase accounting adjustment for deferred revenue - Represents the amount of deferred revenue that had already been collected but subsequently written down in connection with establishing the fair value of deferred revenue as part of NSM’s purchase accounting for Embrace.
•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.
•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. For the periods presented, this adjustment relates primarily to NSM’s expenses incurred in certain reorganization initiatives in the U.K. vertical.
•Legal settlements - Represents amounts recognized from legal settlements.
White Mountains believes that these non-GAAP financial measures are useful to management and investors in evaluating NSM’s performance. See page 53 for the reconciliation of NSM’s GAAP net income (loss) to EBITDA and adjusted EBITDA.
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Kudu’s EBITDA and Kudu’s adjusted EBITDA
Kudu's EBITDA and adjusted EBITDA are non-GAAP financial measures. EBITDA is a non-GAAP financial measure that excludes interest expense on debt, income tax (expense) benefit, depreciation and amortization of other intangible assets 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) net realized and unrealized investment gains (losses) on Kudu's Participation Contracts, (ii) non-cash equity-based compensation expense and (iii) transaction expenses. A description of each adjustment follows:
•Net realized and unrealized investment gains (losses) - Represents net unrealized investment gains and losses on Kudu’s Participation Contracts, which are recorded at fair value under GAAP, and realized investment gains and losses on Kudu’s Participation Contracts sold during the period.
•Non-cash equity-based compensation expense - Represents non-cash expenses related to Kudu’s management compensation that are settled with equity units in Kudu.
•Transaction expenses - Represents costs directly related to Kudu’s mergers and acquisitions activity, such as external lawyer, banker, consulting and placement agent fees, which are not capitalized and are expensed under GAAP.
White Mountains believes that these non-GAAP financial measures are useful to management and investors in evaluating Kudu’s performance. The reconciliation of Kudu’s GAAP net income (loss) to EBITDA and adjusted EBITDA is included on page 56.
Total consolidated portfolio returns excluding MediaAlpha
Total consolidated portfolio return excluding MediaAlpha is a non-GAAP financial measure that removes the net investment income and net realized and unrealized investment gains (losses) from White Mountains’s investment in MediaAlpha. White Mountains believes this measure to be useful to management and investors by showing the underlying performance of White Mountains’s investment portfolio without regard to MediaAlpha. The following tables present reconciliations from GAAP to the reported percentages:
| For the Year Ended December 31, 2021 | For the Year Months Ended December 31, 2020 | |||||||||||||||||||||||||||||||||||||
| GAAP Returns | Remove MediaAlpha | Returns - Excluding MediaAlpha | GAAP Returns | Remove MediaAlpha | Returns - Excluding MediaAlpha | |||||||||||||||||||||||||||||||||
| Total consolidated portfolio returns | (3.4) | % | 9.8 | % | 6.4 | % | 31.9 | % | (27.3) | % | 4.6 | % | ||||||||||||||||||||||||||
Adjusted capital
Total capital at White Mountains is comprised of White Mountains’s common shareholders’ equity, debt and non-controlling interests other than non-controlling interests attributable to BAM. Total adjusted capital is a non-GAAP financial measure, which is derived by adjusting total capital (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. The reconciliation of total capital to total adjusted capital is included on page 67.
CRITICAL ACCOUNTING ESTIMATES
Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss the Company’s consolidated financial statements, which have been prepared in accordance with GAAP. The financial statements presented herein include all adjustments considered necessary by management to fairly present the financial condition, results of operations and cash flows of White Mountains.
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 as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Certain of these estimates are considered critical in that they involve a higher degree of judgment and are subject to a significant degree of variability. On an ongoing basis, management evaluates its estimates and bases its estimates on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
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1. Fair Value Measurements
General
White Mountains records certain assets and liabilities at fair value in its consolidated financial statements, with changes therein recognized in current period earnings. In addition, White Mountains discloses estimated fair value for certain liabilities measured at historical or amortized cost. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price) at a particular measurement date. Fair value measurements are categorized into a hierarchy that distinguishes between inputs based on market data from independent sources (observable inputs) and a reporting entity’s internal assumptions based upon the best information available when external market data is limited or unavailable (unobservable inputs). Quoted prices in active markets for identical assets have the highest priority (“Level 1”), followed by observable inputs other than quoted prices including prices for similar but not identical assets or liabilities (“Level 2”), and unobservable inputs, including the reporting entity’s estimates of the assumptions that market participants would use, having the lowest priority (“Level 3”).
Assets and liabilities carried at fair value include substantially all of the investment portfolio, and derivative instruments, both exchange-traded and over the counter instruments. Valuation of assets and liabilities measured at fair value require management to make estimates and apply judgment to matters that may carry a significant degree of uncertainty. In determining its estimates of fair value, White Mountains uses a variety of valuation approaches and inputs. Whenever possible, White Mountains estimates fair value using valuation methods that maximize the use of quoted market prices or other observable inputs. Where appropriate, assets and liabilities measured at fair value have been adjusted for the effect of counterparty credit risk.
Invested Assets
White Mountains uses outside pricing services and brokers to assist in determining fair values. The outside pricing services White Mountains uses have indicated that they will only provide prices where observable inputs are available. As of December 31, 2021, approximately 68% of the investment portfolio recorded at fair value was priced based upon quoted market prices or other observable inputs.
Level 1 Measurements
Investments valued using Level 1 inputs include White Mountains’s fixed maturity investments, primarily investments in U.S. Treasuries and short-term investments, which include U.S. Treasury Bills, common equity securities, and its investment in MediaAlpha following the MediaAlpha IPO. For investments in active markets, White Mountains uses the quoted market prices provided by outside pricing services to determine fair value.
Level 2 Measurements
Investments valued using Level 2 inputs include fixed maturity investments which have been disaggregated into classes, including debt securities issued by corporations, municipal obligations, mortgage and asset-backed securities and collateralized loan obligations. Investments valued using Level 2 inputs also include certain common equity listed funds traded on foreign exchanges, which White Mountains values using the fund manager’s published NAV to account for the difference in market close times.
In circumstances where quoted market prices are unavailable or are not considered reasonable, White Mountains estimates the fair value using industry standard pricing methodologies and observable inputs such as benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers, credit ratings, prepayment speeds, reference data including research publications and other relevant inputs. Given that many fixed maturity investments do not trade on a daily basis, the outside pricing services evaluate a wide range of fixed maturity investments by regularly drawing parallels from recent trades and quotes of comparable securities with similar features. The characteristics used to identify comparable fixed maturity investments vary by asset type and take into account market convention.
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White Mountains’s process to assess the reasonableness of the market prices obtained from the outside pricing sources covers substantially all of its fixed maturity investments and includes, but is not limited to, the evaluation of pricing methodologies and a review of the pricing services’ quality control procedures on at least an annual basis, a comparison of its invested asset prices obtained from alternate independent pricing vendors on at least a semi-annual basis, monthly analytical reviews of certain prices and a review of the underlying assumptions utilized by the pricing services for select measurements on an ad hoc basis throughout the year. White Mountains also performs back-testing of selected investment sales activity to determine whether there are any significant differences between the market price used to value the security prior to sale and the actual sale price of the security on an ad hoc basis throughout the year. Prices provided by the pricing services that vary by more than $0.5 million and 5% from the expected price based on these assessment procedures are considered outliers, as are prices that have not changed from period to period and prices that have trended unusually compared to market conditions. In circumstances where the results of White Mountains’s review process does not appear to support the market price provided by the pricing services, White Mountains challenges the vendor provided price. If White Mountains cannot gain satisfactory evidence to support the challenged price, White Mountains will rely upon its own internal pricing methodologies to estimate the fair value of the security in question.
The valuation process described above is generally applicable to all of White Mountains’s fixed maturity investments. The techniques and inputs specific to asset classes within White Mountains’s fixed maturity investments for Level 2 securities that use observable inputs are as follows:
Debt Securities Issued by Corporations:
The fair value of debt securities issued by corporations is determined from a pricing evaluation technique that uses information from market sources and integrates relative credit information, observed market movements, and sector news. Key inputs include benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including sector, coupon, credit quality ratings, duration, credit enhancements, early redemption features and market research publications.
Municipal Obligations:
The fair value of municipal obligations is determined from a pricing evaluation technique that uses information from market makers, brokers-dealers, buy-side firms, and analysts along with general market information. Key inputs include benchmark yields, reported trades, issuer financial statements, material event notices and new issue data, as well as broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including type, coupon, credit quality ratings, duration, credit enhancements, geographic location and market research publications.
Mortgage and Asset-Backed Securities and Collateralized Loan Obligations:
The fair value of mortgage and asset-backed securities and collateralized loan obligations is determined from a pricing evaluation technique that uses information from market sources and leveraging similar securities. Key inputs include benchmark yields, reported trades, underlying tranche cash flow data, collateral performance, plus new issue data, as well as broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including issuer, vintage, loan type, collateral attributes, prepayment speeds, default rates, recovery rates, cash flow stress testing, credit quality ratings and market research publications.
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Level 3 Measurements
Fair value estimates for investments that trade infrequently and have few or no quoted market prices or other observable inputs are classified as Level 3 measurements. Investments valued using Level 3 fair value estimates are based upon unobservable inputs and include investments in certain fixed maturity investments, common equity securities and other long-term investments where quoted market prices or other observable inputs are unavailable or are not considered reliable or reasonable.
Level 3 valuations are generated from techniques that use assumptions not observable in the market. These unobservable inputs reflect White Mountains’s assumptions of what market participants would use in valuing the investment. In certain circumstances, investment securities may start out as Level 3 when they are originally issued, but as observable inputs become available in the market, they may be reclassified to Level 2. Transfers of securities between levels are based on investments held as of the beginning of the period.
Other Long-Term Investments
As of December 31, 2021, White Mountains owned a portfolio of other long-term investments valued at $1.4 billion, that consisted primarily of unconsolidated entities, including Kudu’s Participation Contracts, a bank loan fund, private equity funds, a hedge fund, Lloyd’s trust deposits, ILS funds and private debt investments. As of December 31, 2021, $891 million of White Mountains’s other long-term investments consisting primarily of unconsolidated entities, including Kudu’s Participation Contracts and private debt investments, were classified as Level 3 investments in the GAAP fair value hierarchy, were not actively traded in public markets, and did not have readily observable market prices. The determination of the fair value of these securities involves significant management judgment and the use of valuation models and assumptions that are inherently subjective and uncertain. See Item 1A. Risk Factors, “Our investment portfolio includes securities that do not have readily observable market prices. We use valuation methodologies that are inherently subjective and uncertain to value these securities. The values of securities established using these methodologies may never be realized, which could materially adversely affect our results of operations and financial condition.” on page 27. As of December 31, 2021, $483 million of White Mountains’s other long-term investments, consisting of a bank loan fund, private equity funds, a hedge fund, Lloyd’s trust deposits, and ILS funds, were valued at fair value using NAV as a practical expedient. Investments for which fair value is measured at NAV using the practical expedient are not classified within the fair value hierarchy.
White Mountains may use a variety of valuation techniques to determine fair value depending on the nature of the investment, including a discounted cash flow analysis, market multiple approach, cost approach and/or liquidation analysis. On an ongoing basis, White Mountains also considers qualitative changes in facts and circumstances, which may impact the valuation of its unconsolidated entities, including economic and market changes in relevant industries, changes to the entity’s capital structure, business strategy and key personnel, and any recent transactions relating to the unconsolidated entity. On a quarterly basis, White Mountains evaluates the most recent qualitative and quantitative information of the business and completes a fair valuation analysis for all Level 3 other long-term investments. Periodically, and at least on an annual basis, White Mountains uses a third-party valuation firm to complete an independent valuation analysis of significant unconsolidated entities.
As of December 31, 2021, White Mountains’s most significant other long-term investments that are valued using Level 3 measurements include Kudu’s Participation Contracts and PassportCard/DavidShield.
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Valuation of Kudu’s Participation Contracts
Kudu’s Participation Contracts comprise non-controlling equity interests in the form of revenue and earnings participation contracts. As of December 31, 2021, the combined fair value of Kudu’s Participation Contracts was $670 million. On a quarterly basis, White Mountains values each of Kudu’s Participation Contracts using discounted cash flow models. As of December 31, 2021, one of Kudu’s Participation Contracts with a total fair value of $79 million was valued using a probability weighted expected return method, which was based on a discounted cash flow analysis and the expected value to be received in a pending sale transaction.
The discounted cash flow models include key inputs such as projections of future revenues and earnings of Kudu’s clients, a discount rate and a terminal cash flow exit multiple. The expected future cash flows are based on management judgment, considering current performance, budgets and projected future results. The discount rates reflect the weighted average cost of capital, considering comparable public company data, adjusted for risks specific to the business and industry. The terminal exit multiple is generally based on expectations of annual cash flow to Kudu from each of its clients in the terminal year of the cash flow model. In determining fair value, White Mountains considers factors such as performance of underlying products and vehicles, expected client growth rates, new fund launches, fee rates by products, capacity constraints, operating cash flow of underlying manager and other qualitative factors, including the assessment of key personnel. The inputs to each discounted cash flow analysis vary depending on the nature of each client. As of December 31, 2021, White Mountains concluded that pre-tax discount rates in the range of 18% to 23%, and terminal cash flow exit multiples in the range of 7 to 13 times were appropriate for the valuations of Kudu’s Participation Contracts.
With a discounted cash flow analysis, small changes to inputs in a valuation model may result in significant changes to fair value. The following table presents the estimated effect on the fair value of Kudu’s Participation Contracts as of December 31, 2021, resulting from increases and decreases to the discount rates and terminal cash flow exit multiples used in the discounted cash flow analysis:
| Millions | Discount Rate(1) | |||||||||||||||||||||||||||||||
| Terminal Exit Multiple | -2% | -1% | 18% - 23% | +1% | +2% | |||||||||||||||||||||||||||
| +2 | $ | 782 | $ | 741 | $ | 705 | $ | 670 | $ | 638 | ||||||||||||||||||||||
| +1 | $ | 758 | $ | 720 | $ | 685 | $ | 652 | $ | 621 | ||||||||||||||||||||||
| 7x to 13x | $ | 739 | $ | 703 | $ | 670 | $ | 638 | $ | 609 | ||||||||||||||||||||||
| -1 | $ | 712 | $ | 677 | $ | 646 | $ | 616 | $ | 588 | ||||||||||||||||||||||
| -2 | $ | 689 | $ | 657 | $ | 628 | $ | 600 | $ | 574 | ||||||||||||||||||||||
(1) Since Kudu’s Participation Contracts are not subject to corporate taxes within Kudu Investment Management, LLC, pre-tax discount rates are applied to pre-tax cash flows in determining fair values.
Valuation of PassportCard/DavidShield
On a quarterly basis, White Mountains values its investment in PassportCard/DavidShield using a discounted cash flow model. The discounted cash flow valuation model includes key inputs such as projections of future revenues and earnings, a discount rate and a terminal revenue growth rate. The expected future cash flows are based on management judgment, considering current performance, budgets and projected future results. The discount rate reflects the weighted average cost of capital, considering comparable public company data, adjusted for risks specific to the business and industry. The terminal revenue growth rate is based on company, industry and macroeconomic expectations of perpetual revenue growth subsequent to the end of the discrete period in the discounted cash flow analysis.
When making its fair value selection, which is within a range of reasonable values derived from the discounted cash flow model, White Mountains considers all available information, including any relevant market multiples and multiples implied by recent transactions, facts and circumstances specific to PassportCard/DavidShield’s businesses and industries, and any infrequent or unusual results for the period.
White Mountains concluded that an after-tax discount rate of 23% and a terminal revenue growth rate of 4% was appropriate for the valuation of its investment in PassportCard/DavidShield as of December 31, 2021. Utilizing these assumptions, White Mountains determined that the fair value of its investment in PassportCard/DavidShield was $120 million as of December 31, 2021.
Premiums and commission revenues from leisure travel insurance placed by PassportCard declined dramatically in the year ended December 31, 2020 due to the COVID-19 pandemic. This decline was modestly offset by increased premiums and commission revenues from international private medical insurance placed by DavidShield. During the third quarter of 2020, PassportCard/DavidShield curtailed its global expansion efforts in response to the impact of the COVID-19 pandemic.
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Sustained progress with COVID-19 vaccinations in Israel and abroad led to the Israeli airport reopening in March 2021. The reopening resulted in steadily improving leisure travel and the placement of leisure travel insurance by PassportCard. PassportCard’s premiums and commission revenues continued to recover significantly. In the fourth quarter of 2021, PassportCard’s written premium exceeded pre-pandemic premium levels. Premiums and commission revenues from international private medical insurance placed by DavidShield continued to grow in 2021.
With a discounted cash flow analysis, small changes to inputs in a valuation model may result in significant changes to fair value. The following table presents the estimated effect on the fair value of White Mountains’s investment in PassportCard/DavidShield as of December 31, 2021, resulting from changes in key inputs to the discounted cash flow analysis, including the discount rate and terminal revenue growth rate:
| Millions | Discount Rate | |||||||||||||||||||||||||||||||
| Terminal Revenue Growth Rate | 21% | 22% | 23% | 24% | 25% | |||||||||||||||||||||||||||
| 4.5% | $ | 142 | $ | 131 | $ | 122 | $ | 113 | $ | 106 | ||||||||||||||||||||||
| 4.0% | $ | 139 | $ | 129 | $ | 120 | $ | 111 | $ | 104 | ||||||||||||||||||||||
| 3.5% | $ | 136 | $ | 126 | $ | 117 | $ | 110 | $ | 102 | ||||||||||||||||||||||
Other Long-term Investments - NAV
White Mountains’s portfolio of other long-term investments includes investments in a bank loan fund, private equity funds, hedge funds, Lloyd’s trust deposits and ILS funds, which are valued at fair value using NAV as a practical expedient. White Mountains employs a number of procedures to assess the reasonableness of the fair value measurements for other long-term investments measured at NAV, including obtaining and reviewing periodic and audited annual financial statements as well as periodically discussing each fund’s pricing with the fund manager. However, since the fund managers do not provide sufficient information to evaluate the pricing methods and inputs for each underlying investment, White Mountains considers the valuation inputs to be unobservable. The fair value of White Mountains’s other long-term investments measured at NAV are generally determined using the fund manager’s NAV. In the event that White Mountains believes the fair value differs from the NAV reported by the fund manager due to illiquidity or other factors, White Mountains will adjust the reported NAV to more appropriately represent the fair value of its investment.
Sensitivity Analysis on Other Long-term Investments - NAV
The underlying investments of White Mountains’s bank loan fund consist primarily of U.S. dollar-denominated, non-investment grade, floating-rate senior secured loans and may consist of other financial instruments, such as secured and unsecured corporate debt, credit default swaps, reverse repurchase agreements, and synthetic indices. These investments are subject to credit spread risk and interest rate risk, and may be affected by the creditworthiness of the issuer, prepayment options, relative values of alternative investments, the liquidity of the instrument and various other market factors.
The underlying investments of White Mountains’s private equity funds typically consist of private securities whose exit strategies often depend on equity market conditions. These investments are based on quoted market prices or management’s estimates of fair value, which could cause the amount realized upon sale to differ from current reported fair values. The fluctuations in fair value may result from a variety of risks, such as changes in the economic characteristics, the relative price of alternative investments, supply and demand, and other equity market factors.
The underlying investments of White Mountains’s multi-investor ILS funds consist primarily of catastrophe bonds, collateralized reinsurance investments and industry loss warranties. In addition to catastrophe event risk, the underlying investments are also subject to a variety of other risks including modeling, liquidity, market, collateral credit quality, counterparty financial strength, interest rate and currency risks.
See Note 3 — “Investment Securities” on page F-21 for tables that summarize the changes in White Mountains’s fair value measurements by level for the years ended December 31, 2021 and 2020 and for amount of total gains (losses) included in earnings attributable to net unrealized investment gains (losses) for Level 3 investments for years ended December 31, 2021, 2020 and 2019.
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2. Surplus Note Valuation
BAM Surplus Notes
As of December 31, 2021, White Mountains owned $365 million of BAM Surplus Notes and has accrued $158 million in interest due thereon. In December 2021, BAM made a $34 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. In December 2020, BAM made a $30 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. In January 2020, BAM made a one-time $65 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. During 2019, BAM made a $32 million cash payment (which included a one-time $10 million cash payment) of principal and interest on the BAM Surplus Notes.
Because BAM is consolidated in White Mountains’s financial statements, the BAM Surplus Notes and accrued interest are classified as intercompany notes, carried at face value and eliminated in consolidation. However, the BAM Surplus Notes and accrued interest are carried as assets at HG Global, of which White Mountains owns 96.9% of the preferred equity, while the BAM Surplus Notes are carried as liabilities at BAM, which White Mountains has no ownership interest in and is completely attributed to non-controlling interests.
Any write-down of the carried amount of the BAM Surplus Notes and/or the accrued interest thereon could adversely impact White Mountains’s results of operations and financial condition. See Item 1A., Risk Factors, “If BAM does not pay some or all of the principal and interest due on the BAM Surplus Notes, it could materially adversely affect our results of operations and financial condition.” on page 28.
Periodically, White Mountains’s management reviews the recoverability of amounts recorded from the BAM Surplus Notes. As of December 31, 2021, White Mountains believes such notes and interest thereon to be fully recoverable. White Mountains’s review is based on a debt service model that forecasts operating results for BAM, and related payments on the BAM Surplus Notes, through maturity of the BAM Surplus Notes in 2042. The model depends on assumptions regarding future trends for the issuance of municipal bonds, interest rates, credit spreads, insured market penetration, competitive activity in the market for municipal bond insurance and other factors affecting the demand for and price of BAM’s municipal bond insurance.
As of December 31, 2021, White Mountains debt service model indicated that the BAM Surplus Notes would be fully repaid between six and seven years prior to final maturity, which is generally consistent with the results of the update of the debt service model as of December 31, 2020. The debt service model assumes both par insured and total pricing gradually increase from 2022 to 2025, and flatten thereafter. Assumptions regarding future trends for these factors are a matter of significant judgment, and whether actual results will follow the model is subject to a number of risks and uncertainties.
In January 2020, White Mountains updated its debt service model to reflect (i) the cash payments of principal and interest on the BAM Surplus Notes made in December 2019 and January 2020, (ii) the amendments made to the terms of the BAM Surplus Notes in January 2020, including an extension of the variable interest rate period, and (iii) in light of the current interest rate environment, a more conservative forecast of future operating results for BAM. The changes to the debt service model resulted in a $20 million increase to the time value of money discount on the BAM Surplus Notes as reflected in adjusted book value per share as of December 31, 2019.
BAM is required to seek regulatory approval to pay interest and principal on the BAM Surplus Notes to the extent that its remaining qualified statutory capital and other capital resources continue to support its outstanding obligations, its business plan and its “AA/stable” rating from Standard & Poor’s. No payment of principal or interest on the BAM Surplus Notes may be made without the approval of the NYDFS.
Interest payments on the BAM Surplus Notes are due quarterly but are subject to deferral, without penalty or default and without compounding, for payment in the future. Payments made to the BAM Surplus Notes are applied pro rata between outstanding principal and interest. Deferred interest is due on the stated maturity date in 2042.
3. Loss and LAE Reserves
General
Ark establishes loss and LAE reserves that are estimates of amounts needed to pay claims and related expenses in the future for insured events that have already occurred. The process of estimating loss and LAE reserves involves a considerable degree of judgment by management and, as of any given date, is inherently uncertain. See Note 5 — “Losses and Loss Adjustment Expense Reserves” on page F-35 for a description of Ark’s loss and LAE reserves and actuarial methods.
Ark performs an actuarial review of its recorded loss and LAE reserves each quarter, using several generally accepted actuarial methods to evaluate its loss reserves, each of which has its own strengths and weaknesses. Management places more or less reliance on a particular method based on the facts and circumstances at the time the reserve estimates are made.
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As part of Ark’s quarterly actuarial review, Ark compares the previous quarter’s projections of incurred, paid and case reserve activity, including amounts incurred but not reported, to actual amounts experienced in the quarter. Differences between previous estimates and actual experience are evaluated to determine whether a given actuarial method for estimating loss and LAE reserves should be relied upon to a greater or lesser extent than it had been in the past. While some variance is expected each quarter due to the inherent uncertainty in estimating loss and LAE reserves, persistent or large variances would indicate that prior assumptions and/or reliance on certain actuarial methods may need to be revised going forward.
Upon completion of each quarterly review, Ark selects indicated loss and LAE reserve levels based on the results of the relevant actuarial methods, which are the primary consideration in determining management’s best estimate of required loss and LAE reserves. However, in making its best estimate, management also considers other qualitative factors that may lead to a difference between held reserves and actuarially indicated reserve levels. Typically, these qualitative factors are considered when management and Ark’s actuaries conclude that there is insufficient historical incurred and paid loss information or that there is particular uncertainty about whether trends included in the historical incurred and paid loss information are likely to repeat in the future. Such qualitative factors include, among others, recent entry into new markets or new products, improvements in the claims department that are expected to lessen future ultimate loss costs, legal and regulatory developments, or other uncertainties that may arise.
The process of establishing loss and LAE reserves, including amounts incurred but not reported, is complex and imprecise as it must consider many variables that are subject to the outcome of future events. As a result, informed subjective estimates and judgments as to Ark’s ultimate exposure to losses are an integral component of the loss and LAE reserving process. Ark categorizes and tracks insurance and reinsurance reserves by “reserving class of business” for each underwriting office, London and Bermuda, and then aggregates the reserving classes by line of business, which are summarized herein as property and accident & health, marine & energy, specialty, casualty - active and casualty - runoff.
Ark regularly reviews the appropriateness of its loss and LAE reserves at the reserving class of business level, considering a variety of trends that impact the ultimate settlement of claims for the subsets of claims in each particular reserving class. Losses and LAE are categorized by the year in which the policy is underwritten (the year of account, or underwriting year) for purposes of Ark’s claims management and estimation of the ultimate loss and LAE reserves. For purposes of Ark’s reporting under GAAP, losses and LAE are categorized by the accident year.
Impact of Third-Party Capital
For the years of account prior to the Ark Transaction, a significant proportion of the Syndicates’ underwriting capital was provided by TPC Providers using whole account reinsurance contracts with Ark’s corporate member. The TPC Providers’ participation in the Syndicates for the 2020 and 2019 open years of account is 42.8% and 58.3% of the total net result of the Syndicates. For the years of account subsequent to the Ark Transaction, Ark is no longer using TPC Providers to provide underwriting capital for the Syndicates.
A Reinsurance to Close (“RITC”) agreement is generally put in place after the third year of operations for a year of account such that the outstanding loss and LAE reserves, including future development thereon, are reinsured into the next year of account. As a result, and in combination with the changing participation provided by TPC Providers, Ark’s participation on the outstanding loss and LAE reserves reinsured into the next year of account may change, perhaps significantly. For example, during 2021, an RITC was executed such that the outstanding loss and LAE reserves for claims arising out of the 2018 year of account, for which the TPC Providers’ participation in the total net results of the Syndicates was 57.6%, were reinsured into the 2019 year of account, for which the TPC Providers’ participation in the total net results of the Syndicates is 58.3%.
Loss and LAE Reserves by Line of Business
The following table summarizes Ark’s loss and LAE reserves, net of reinsurance recoverables on unpaid losses, as of December 31, 2021:
| December 31, 2021 | ||||||||||||||||||||
| Millions | Case | IBNR | Total | |||||||||||||||||
| Property and Accident & Health | $ | 81.1 | $ | 93.9 | $ | 175.0 | ||||||||||||||
Marine & Energy | 23.4 | 75.9 | 99.3 | |||||||||||||||||
Specialty | 13.4 | 71.8 | 85.2 | |||||||||||||||||
Casualty – Active | 11.9 | 25.5 | 37.4 | |||||||||||||||||
Casualty – Runoff | 42.4 | 26.0 | 68.4 | |||||||||||||||||
| Other | .2 | . | .3 | .5 | ||||||||||||||||
Total loss and LAE reserves, net of reinsurance recoverables (1) | $ | 172.4 | $ | 293.4 | $ | 465.8 | ||||||||||||||
(1) The loss and LAE reserves, net of reinsurance, are net of amounts attributable to TPC Providers of $276.8, including $141.5 of case reserves and $135.3 of IBNR reserves.
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For loss and LAE reserves as of December 31, 2021, Ark considers that the impact of the various reserving factors, as described in Note 5 — “Losses and Loss Adjustment Expense Reserves” on page F-35, on future paid losses would be similar to the impact of those factors on historical paid losses.
The major causes of material uncertainty (i.e., reserving factors) generally will vary for each line of business, as well as for each separately analyzed reserving class of business within the line of business. Also, reserving factors can have offsetting or compounding effects on estimated loss and LAE reserves. In most cases, it is not possible to discretely measure the effect of a single reserving factor and construct a meaningful sensitivity expectation. Actual results will likely vary from expectations for each of these assumptions, resulting in an ultimate claim liability that is different from that being estimated currently.
Additional causes of material uncertainty exist in most product lines and may impact the types of claims that could occur within a particular line of business or reserving class of business. Examples where reserving factors, within a line of business or reserving class of business, are subject to change include changing types of insured (e.g., type of insured vehicle, size of account, industry insured, jurisdiction), changing underwriting standards, or changing policy provisions (e.g., deductibles, policy limits, endorsements).
Ark Loss and LAE Development
See Note 5 — “Losses and Loss Adjustment Expense Reserves” on page F-35 for prior year loss and LAE development discussions for the year ended December 31, 2021.
Range of Reserves
The following table shows the recorded loss and LAE reserves and the high and low ends of Ark’s range of reasonable loss and LAE reserve estimates, net of reinsurance recoverables on unpaid losses, as of December 31, 2021. See Note 5 — “Losses and Loss Adjustment Expense Reserves” on page F-35 for a description of Ark’s loss and LAE reserves and actuarial methods.
| December 31, 2021 | ||||||||||||||||||||
| Millions | Low | Recorded | High | |||||||||||||||||
Total loss and LAE reserves, net of reinsurance recoverables (1) | $388.8 | $465.8 | $505.6 | |||||||||||||||||
(1) The recorded loss and LAE reserves and the high and low ends of the range of loss and LAE reserve estimates, net of reinsurance recoverables on unpaid losses, are net of amounts attributable to TPC Providers of $276.8.
The recorded reserves represent management's best estimate of unpaid loss and LAE reserves. Management’s best estimate of reserves is in the upper portion of the actuarial range of estimates in response to potential volatility in the actuarial indications and estimates for large claims. Ark uses the results of several different generally accepted actuarial methods to develop its best estimate of ultimate loss and LAE reserves. While it has not determined the statistical probability of actual ultimate paid losses falling within the range, Ark believes that it is reasonably likely that actual ultimate paid losses will fall within the ranges noted above.
Although Ark believes its loss and LAE reserves are reasonably stated, ultimate losses may deviate, perhaps materially, from the recorded reserve amounts and could be above the high end of the range of actuarial projections. This is because ranges are developed based on known events as of the valuation date, whereas the ultimate disposition of losses is subject to the outcome of events and circumstances that may be unknown as of the valuation date.
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Sensitivity Analysis
Below is a discussion of possible variations from current estimates of loss and LAE reserves due to changes in certain key assumptions. Each of the impacts described below is estimated individually, without consideration for any correlation among key assumptions. Further, there is uncertainty around other assumptions not explicitly quantified in the discussion below. Therefore, it would be inappropriate to take each of the amounts described below and add them together in an attempt to estimate volatility for Ark’s reserves in total. It is important to note that the volatilities and variations discussed below are not meant to be worst-case scenarios or an all-inclusive list, and therefore it is possible that future volatilities and variations may be more than amounts discussed below.
•Sustained elevated levels of inflation: Elevated levels of inflation have been observed during 2021, and recent economic forecasts suggest this trend will continue at least in the short term. This has been particularly observed in the casualty lines of business with key social inflation drivers being court awards, changes in technology, and the legal environment. For example, a hypothetical increase in inflation rates by 4% per annum would increase the recorded loss and LAE reserves, net of reinsurance recoverables on unpaid losses, for the casualty lines of business by approximately $7 million, or approximately 7% of the recorded casualty loss and LAE reserves of $106 million. The property line of business has also been impacted by elevated levels of inflation in relation to many elements of construction costs. While the impact on construction costs could be viewed as a short-term measure, there is uncertainty over how long it will take for the current elevated level of costs to reduce back to historic norms given COVID-19 disruption and worldwide supply chain issues.
•Catastrophe losses: The years 2017 through 2021 have been active for major loss events, including natural catastrophes. As time has passed, the emerging claims information for major loss events has been better than expected. As of December 31, 2021, Ark has recorded $64 million of loss and LAE reserves, net of reinsurance recoverables on unpaid losses, for major loss events, of which $26 million is held as IBNR reserves. Some, but perhaps not all, of the IBNR reserves may be needed to handle adverse reporting from clients.
•Ark new business: In January 2021, in response to an improved underwriting environment, Ark converted GAIL into a Class 4 Bermuda-based insurance and reinsurance company and began to underwrite third-party business. GAIL now underwrites a range of third-party business including property, marine & energy, specialty and casualty lines from Bermuda. GAIL’s initial expected loss ratios selected for reserving purposes were based on market benchmarks, supplemented based on discussions with underwriters, policy details, views at time of pricing the risk and emerging experience during 2021. As actual losses develop, Ark will revise its initial expectations with its actual experience. However, it could be a few years before Ark has sufficient internal data to rely on and possibly longer for the longer-tailed lines of business, such as casualty. In 2021, GAIL reported gross written premiums of $363 million. A 10% error in Ark’s initial loss ratio estimates could result in approximately $36 million of adverse variance in loss and LAE reserves.
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Loss and LAE Reserve Summary
The following table summarizes the loss and LAE reserve activity of Ark’s insurance and reinsurance subsidiaries for the year ended December 31, 2021:
| Millions | Year Ended December 31, 2021 | |||||||
| Gross beginning balance | $ | 696.0 | ||||||
Less: beginning reinsurance recoverable on unpaid losses (1) | (433.4) | |||||||
| Net loss and LAE reserves | 262.6 | |||||||
| Losses and LAE incurred relating to: | ||||||||
| Current year losses gross of amounts attributable to TPC Providers | 397.5 | |||||||
| Less: Current year losses attributable to TPC Providers | (61.2) | |||||||
| Net current year losses | 336.3 | |||||||
| Prior year losses gross of amounts attributable to TPC Providers | (42.9) | |||||||
| Less: Prior year losses attributable to TPC Providers | 21.4 | |||||||
| Net prior year losses | (21.5) | |||||||
| Net incurred losses and LAE | 314.8 | |||||||
| Loss and LAE paid relating to: | ||||||||
| Current year losses gross of amounts attributable to TPC Providers | (56.2) | |||||||
| Less: Current year losses attributable to TPC Providers | 12.3 | |||||||
| Net current year losses | (43.9) | |||||||
| Prior year losses gross of amounts attributable to TPC Providers | (132.0) | |||||||
| Less: Prior year losses attributable to TPC Providers | 70.4 | |||||||
| Net prior year losses | (61.6) | |||||||
| Net paid losses and LAE | (105.5) | |||||||
Change in TPC Providers’ participation (2) | (2.2) | |||||||
| Foreign currency translation and other adjustments to loss and LAE reserves | (3.9) | |||||||
| Net ending balance | 465.8 | |||||||
Plus: ending reinsurance recoverable on unpaid losses (1) | 428.9 | |||||||
| Gross ending balance | $ | 894.7 | ||||||
(1) The beginning reinsurance recoverable on unpaid losses and ending reinsurance recoverable on unpaid losses includes amounts attributable to TPC Providers of $319.2 and $276.8.
(2) Amount represents a decrease in net loss and LAE reserves due to a change in the TPC Providers’ participation during 2021, related to the RITC for the 2018 year of account.
During the year ended December 31, 2021, Ark experienced $22 million of net favorable loss reserve development. Ark’s net favorable loss reserve development was driven primarily by the property and accident & health ($9 million), casualty – ongoing ($4 million), specialty ($3 million) and casualty – runoff ($3 million) reserving lines of business. The favorable loss reserve development in the property and accident & health reserving line of business was driven primarily by positive claims experience within the 2018 and 2019 accident years.
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The following table summarizes the unpaid loss and LAE reserves, net of reinsurance recoverables on unpaid losses, for each of Ark’s major reserving lines of business as of December 31, 2021:
Millions | As of December 31, 2021 | |||||||
| Property and Accident & Health | $ | 175.0 | ||||||
| Marine & Energy | 99.3 | |||||||
| Specialty | 85.2 | |||||||
| Casualty - Active | 37.4 | |||||||
| Casualty - Runoff | 68.4 | |||||||
| Other | 0.5 | |||||||
Unpaid loss and LAE reserves, net of reinsurance recoverables on unpaid losses | 465.8 | |||||||
Plus: Reinsurance recoverables on unpaid losses (1) | ||||||||
| Property and Accident & Health | 145.2 | |||||||
| Marine & Energy | 70.2 | |||||||
| Specialty | 68.9 | |||||||
| Casualty - Active | 41.4 | |||||||
| Casualty - Runoff | 103.2 | |||||||
Total Reinsurance recoverables on unpaid losses (1) | 428.9 | |||||||
| Total unpaid loss and LAE reserves | $ | 894.7 | ||||||
(1) The reinsurance recoverables on unpaid losses include amounts attributable to TPC Providers of $276.8.
The following ten tables include two tables each for the property and accident & health, marine & energy, specialty, casualty-active and casualty-runoff reserving lines of business. The first table for each reserving line of business is presented net of reinsurance, which includes the impact of whole-account quota-share reinsurance arrangements related to TPC Providers. Through the annual RITC process, Ark’s participation on outstanding loss and LAE reserves on prior years of account can fluctuate. Depending on the change in the TPC Providers’ participation from one year of account to the next, the impact could be significant and is reflected in the tables on an accident year basis. The second table for each reserving line of business excludes the impact of amounts attributable to TPC Providers. White Mountains believes this information is useful to management and investors in evaluating Ark’s loss and LAE reserves on a fully aligned basis (i.e., 100% of the Syndicates’ results), by excluding the impact of changing levels of TPC Providers’ participation from one year of account to the next. The following table summarizes the participation of Ark’s TPC Providers by year of account:
| 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | |||||||||||||||||||||||
| TPC Providers’ Participation | — | % | — | % | 66.2 | % | 70.0 | % | 59.6 | % | 60.0 | % | 57.6 | % | 58.3 | % | 42.8 | % | — | % | ||||||||||||
Each of the ten tables includes three sections.
The top section of the table presents, for each of the previous 10 accident years (1) cumulative total undiscounted incurred loss and LAE as of each of the previous 10 year-end evaluations, (2) total IBNR plus expected development on reported claims as of December 31, 2021, and (3) the cumulative number of reported claims as of December 31, 2021.
The middle section of the table presents cumulative paid loss and LAE for each of the previous 10 accident years as of each of the previous 10 year-end evaluations. Also included in this section is a calculation of the loss and LAE reserves as of December 31, 2021 which is then included in the reconciliation to the consolidated balance sheet presented above. The total unpaid loss and LAE reserves as of December 31, 2021 is calculated as the cumulative incurred loss and LAE from the top section less the cumulative paid loss and LAE from the middle section, plus any outstanding liabilities from accident years prior to 2012.
The bottom section of the table is supplementary information about the average historical claims duration as of December 31, 2021. It shows the weighted average annual percentage payout of incurred loss and LAE by accident year as of each age. For example, the first column is calculated as the incremental paid loss and LAE in the first calendar year for each given accident year (e.g. calendar year 2020 for accident year 2020, calendar year 2021 for accident year 2021) divided by the cumulative incurred loss and LAE as of December 31, 2021 for that accident year. The resulting ratios are weighted together using cumulative incurred loss and LAE as of December 31, 2021.
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| Property and Accident & Health | |||||||||||||||||||||||||||||||||||||||||||||||
| $ in Millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Incurred Loss and LAE, Net of Reinsurance | |||||||||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total IBNR plus expected development on reported claims | Cumulative number of reported claims | |||||||||||||||||||||||||||||||||||
| 2012 | $ | 84.1 | $ | 68.4 | $ | 65.1 | $ | 65.7 | $ | 60.2 | $ | 60.0 | $ | 60.4 | $ | 60.2 | $ | 60.2 | $ | 60.0 | $ | — | 2,710 | ||||||||||||||||||||||||
| 2013 | 74.6 | 66.9 | 66.6 | 62.1 | 61.6 | 61.7 | 61.6 | 61.6 | 61.6 | .4 | 2,586 | ||||||||||||||||||||||||||||||||||||
| 2014 | 34.8 | 31.3 | 29.4 | 28.6 | 28.6 | 28.5 | 28.5 | 28.5 | — | 2,963 | |||||||||||||||||||||||||||||||||||||
| 2015 | 19.8 | 17.4 | 16.2 | 16.0 | 15.9 | 15.9 | 15.9 | .4 | 2,884 | ||||||||||||||||||||||||||||||||||||||
| 2016 | 21.7 | 16.9 | 17.9 | 18.0 | 17.9 | 18.0 | (.3) | 3,478 | |||||||||||||||||||||||||||||||||||||||
| 2017 | 22.6 | 29.9 | 37.4 | 36.7 | 36.0 | 3.6 | 4,610 | ||||||||||||||||||||||||||||||||||||||||
| 2018 | 37.5 | 44.2 | 46.3 | 44.5 | 1.5 | 4,270 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | 30.4 | 27.8 | 23.4 | 2.1 | 4,073 | ||||||||||||||||||||||||||||||||||||||||||
| 2020 | 62.9 | 61.5 | 15.2 | 4,532 | |||||||||||||||||||||||||||||||||||||||||||
| 2021 | 162.1 | 70.8 | 2,860 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 511.5 | |||||||||||||||||||||||||||||||||||||||||||||
| Property and Accident & Health | ||||||||||||||||||||||||||||||||||||||
Millions | ||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and LAE, Net of Reinsurance | ||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||
| 2012 | $ | 14.2 | $ | 45.0 | $ | 53.6 | $ | 57.3 | $ | 58.2 | $ | 58.6 | $ | 58.7 | $ | 59.3 | $ | 59.4 | $ | 59.5 | ||||||||||||||||||
| 2013 | 15.8 | 40.3 | 60.0 | 61.1 | 61.1 | 61.3 | 61.3 | 61.3 | 61.2 | |||||||||||||||||||||||||||||
| 2014 | 13.9 | 25.4 | 27.6 | 28.0 | 28.1 | 28.2 | 28.4 | 28.3 | ||||||||||||||||||||||||||||||
| 2015 | 7.0 | 12.4 | 13.7 | 14.9 | 14.8 | 15.1 | 15.3 | |||||||||||||||||||||||||||||||
| 2016 | 8.6 | 13.4 | 16.8 | 17.1 | 17.2 | 17.5 | ||||||||||||||||||||||||||||||||
| 2017 | 17.0 | 26.3 | 32.1 | 33.3 | 30.2 | |||||||||||||||||||||||||||||||||
| 2018 | 15.8 | 32.8 | 40.7 | 40.7 | ||||||||||||||||||||||||||||||||||
| 2019 | 6.9 | 17.1 | 19.1 | |||||||||||||||||||||||||||||||||||
| 2020 | 11.4 | 34.5 | ||||||||||||||||||||||||||||||||||||
| 2021 | 30.8 | |||||||||||||||||||||||||||||||||||||
| Total | 337.1 | |||||||||||||||||||||||||||||||||||||
All outstanding liabilities before 2012, net of reinsurance | .6 | |||||||||||||||||||||||||||||||||||||
Loss and LAE reserves, net of reinsurance | $ | 175.0 | ||||||||||||||||||||||||||||||||||||
| Property and Accident & Health | ||||||||||||||||||||||||||||||||
| Average Annual Percentage Payout of Incurred Losses and LAE by Age, Net of Reinsurance | ||||||||||||||||||||||||||||||||
| Years | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||||||||||||||||||||
| 31.5% | 33.4% | 19.2% | 5.7% | 1.2% | 1.4% | 0.8% | 0.3% | —% | 0.1% | |||||||||||||||||||||||
85
| Property and Accident & Health | |||||||||||||||||||||||||||||||||||||||||||||||
| $ in Millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Incurred Loss and LAE, Gross of Amounts Attributable to TPC Providers | |||||||||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total IBNR plus expected development on reported claims | Cumulative number of reported claims | |||||||||||||||||||||||||||||||||||
| 2012 | $ | 84.1 | $ | 68.4 | $ | 65.1 | $ | 65.7 | $ | 65.9 | $ | 66.0 | $ | 65.7 | $ | 65.5 | $ | 65.2 | $ | 64.8 | $ | — | 2,710 | ||||||||||||||||||||||||
| 2013 | 74.6 | 66.9 | 66.6 | 66.3 | 65.0 | 64.8 | 64.5 | 64.5 | 64.5 | .9 | 2,586 | ||||||||||||||||||||||||||||||||||||
| 2014 | 55.6 | 53.4 | 53.3 | 51.2 | 50.8 | 50.6 | 50.6 | 50.6 | .1 | 2,963 | |||||||||||||||||||||||||||||||||||||
| 2015 | 54.7 | 51.8 | 48.7 | 46.2 | 46.0 | 45.8 | 45.8 | .9 | 2,884 | ||||||||||||||||||||||||||||||||||||||
| 2016 | 60.6 | 48.5 | 50.0 | 50.3 | 50.0 | 50.1 | (.7) | 3,478 | |||||||||||||||||||||||||||||||||||||||
| 2017 | 57.6 | 75.1 | 93.8 | 91.4 | 89.8 | 8.6 | 4,610 | ||||||||||||||||||||||||||||||||||||||||
| 2018 | 89.8 | 105.7 | 110.4 | 106.4 | 3.5 | 4,270 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | 72.5 | 66.2 | 55.8 | 5.5 | 4,073 | ||||||||||||||||||||||||||||||||||||||||||
| 2020 | 125.1 | 122.1 | 29.1 | 4,532 | |||||||||||||||||||||||||||||||||||||||||||
| 2021 | 191.2 | 83.1 | 2,860 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 841.1 | |||||||||||||||||||||||||||||||||||||||||||||
| Property and Accident & Health | ||||||||||||||||||||||||||||||||||||||
| Millions | ||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and LAE, Gross of Amounts Attributable to TPC Providers | ||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||
| 2012 | $ | 14.2 | $ | 45.0 | $ | 53.6 | $ | 57.3 | $ | 60.1 | $ | 61.4 | $ | 61.7 | $ | 63.2 | $ | 63.3 | $ | 63.5 | ||||||||||||||||||
| 2013 | 15.8 | 40.3 | 60.0 | 63.3 | 63.2 | 63.9 | 63.7 | 63.7 | 63.6 | |||||||||||||||||||||||||||||
| 2014 | 19.1 | 41.3 | 48.0 | 49.2 | 49.4 | 49.9 | 50.2 | 50.1 | ||||||||||||||||||||||||||||||
| 2015 | 19.0 | 36.3 | 40.4 | 43.3 | 43.2 | 43.8 | 44.3 | |||||||||||||||||||||||||||||||
| 2016 | 24.7 | 38.9 | 47.3 | 48.2 | 48.4 | 49.1 | ||||||||||||||||||||||||||||||||
| 2017 | 43.1 | 66.2 | 80.6 | 83.5 | 75.9 | |||||||||||||||||||||||||||||||||
| 2018 | 38.0 | 78.5 | 97.1 | 97.1 | ||||||||||||||||||||||||||||||||||
| 2019 | 16.5 | 40.7 | 45.3 | |||||||||||||||||||||||||||||||||||
| 2020 | 24.5 | 69.2 | ||||||||||||||||||||||||||||||||||||
| 2021 | 39.0 | |||||||||||||||||||||||||||||||||||||
| Total | 597.1 | |||||||||||||||||||||||||||||||||||||
| All outstanding liabilities before 2012, gross of amounts attributable to TPC Providers | 1.5 | |||||||||||||||||||||||||||||||||||||
| Loss and LAE reserves, gross of amounts attributable to TPC Providers | $ | 245.5 | ||||||||||||||||||||||||||||||||||||
| Property and Accident & Health | ||||||||||||||||||||||||||||||||
| Average Annual Percentage Payout of Incurred Losses and LAE by Age, Gross of Amounts Attributable to TPC Providers | ||||||||||||||||||||||||||||||||
| Years | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||||||||||||||||||||
| 32.0% | 33.6% | 17.5% | 5.0% | 0.5% | 1.8% | 1.9% | 0.5% | (0.1)% | 0.1% | |||||||||||||||||||||||
86
| Marine & Energy | |||||||||||||||||||||||||||||||||||||||||||||||
| $ in Millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Incurred Loss and LAE, Net of Reinsurance | |||||||||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total IBNR plus expected development on reported claims | Cumulative number of reported claims | |||||||||||||||||||||||||||||||||||
| 2012 | $ | 64.7 | $ | 55.1 | $ | 46.0 | $ | 42.8 | $ | 33.6 | $ | 32.8 | $ | 32.6 | $ | 32.0 | $ | 32.0 | $ | 32.1 | $ | .1 | 2,428 | ||||||||||||||||||||||||
| 2013 | 64.9 | 50.8 | 41.9 | 31.6 | 31.0 | 29.9 | 29.7 | 29.6 | 29.9 | (.2) | 2,641 | ||||||||||||||||||||||||||||||||||||
| 2014 | 41.3 | 27.2 | 17.4 | 16.2 | 14.7 | 14.3 | 14.4 | 14.4 | .5 | 2,581 | |||||||||||||||||||||||||||||||||||||
| 2015 | 25.3 | 15.4 | 13.6 | 12.7 | 12.0 | 12.0 | 12.2 | .2 | 3,390 | ||||||||||||||||||||||||||||||||||||||
| 2016 | 22.3 | 18.1 | 16.0 | 15.1 | 14.9 | 15.1 | .7 | 4,117 | |||||||||||||||||||||||||||||||||||||||
| 2017 | 23.9 | 18.6 | 16.9 | 16.4 | 16.5 | 1.1 | 4,470 | ||||||||||||||||||||||||||||||||||||||||
| 2018 | 24.5 | 18.9 | 16.7 | 17.0 | .5 | 3,487 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | 19.3 | 17.3 | 17.2 | .6 | 2,562 | ||||||||||||||||||||||||||||||||||||||||||
| 2020 | 24.4 | 21.7 | 2.9 | 1,668 | |||||||||||||||||||||||||||||||||||||||||||
| 2021 | 83.7 | 69.9 | 1,091 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 259.8 | |||||||||||||||||||||||||||||||||||||||||||||
| Marine & Energy | ||||||||||||||||||||||||||||||||||||||
| Millions | ||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and LAE, Net of Reinsurance | ||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||
| 2012 | $ | 8.1 | $ | 24.0 | $ | 27.4 | $ | 30.2 | $ | 30.6 | $ | 31.3 | $ | 31.7 | $ | 31.4 | $ | 31.3 | $ | 31.0 | ||||||||||||||||||
| 2013 | 7.9 | 22.6 | 28.1 | 29.1 | 29.7 | 29.9 | 29.9 | 29.7 | 29.9 | |||||||||||||||||||||||||||||
| 2014 | 6.0 | 12.4 | 13.5 | 14.4 | 14.5 | 13.7 | 14.0 | 13.8 | ||||||||||||||||||||||||||||||
| 2015 | 4.0 | 8.0 | 9.8 | 11.3 | 10.7 | 10.8 | 11.2 | |||||||||||||||||||||||||||||||
| 2016 | 5.6 | 10.1 | 12.8 | 13.3 | 13.4 | 14.0 | ||||||||||||||||||||||||||||||||
| 2017 | 5.2 | 11.3 | 13.1 | 14.4 | 14.4 | |||||||||||||||||||||||||||||||||
| 2018 | 2.7 | 12.9 | 14.5 | 15.2 | ||||||||||||||||||||||||||||||||||
| 2019 | 3.4 | 10.9 | 12.9 | |||||||||||||||||||||||||||||||||||
| 2020 | 3.2 | 12.9 | ||||||||||||||||||||||||||||||||||||
| 2021 | 6.4 | |||||||||||||||||||||||||||||||||||||
| Total | 161.7 | |||||||||||||||||||||||||||||||||||||
All outstanding liabilities before 2012, net of reinsurance | 1.2 | |||||||||||||||||||||||||||||||||||||
Loss and LAE reserves, net of reinsurance | $ | 99.3 | ||||||||||||||||||||||||||||||||||||
| Marine & Energy | ||||||||||||||||||||||||||||||||
| Average Annual Percentage Payout of Incurred Losses and LAE by Age, Net of Reinsurance | ||||||||||||||||||||||||||||||||
| Years | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||||||||||||||||||||
| 19.8% | 37.7% | 20.2% | 5.7% | 4.3% | 7.2% | 0.4% | 0.1% | (0.4)% | 0.2% | |||||||||||||||||||||||
87
| Marine & Energy | |||||||||||||||||||||||||||||||||||||||||||||||
| $ in Millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Incurred Loss and LAE, Gross of Amounts Attributable to TPC Providers | |||||||||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total IBNR plus expected development on reported claims | Cumulative number of reported claims | |||||||||||||||||||||||||||||||||||
| 2012 | $ | 64.7 | $ | 55.1 | $ | 46.0 | $ | 42.8 | $ | 40.4 | $ | 38.8 | $ | 37.0 | $ | 35.6 | $ | 35.4 | $ | 35.6 | $ | .3 | 2,428 | ||||||||||||||||||||||||
| 2013 | 64.9 | 50.8 | 41.9 | 38.4 | 37.2 | 33.5 | 33.0 | 32.8 | 33.4 | (.5) | 2,641 | ||||||||||||||||||||||||||||||||||||
| 2014 | 59.8 | 40.3 | 32.5 | 30.0 | 24.8 | 23.9 | 23.8 | 24.1 | 1.3 | 2,581 | |||||||||||||||||||||||||||||||||||||
| 2015 | 60.4 | 46.1 | 41.8 | 36.2 | 34.4 | 34.4 | 34.9 | .5 | 3,390 | ||||||||||||||||||||||||||||||||||||||
| 2016 | 63.1 | 52.0 | 43.5 | 41.3 | 40.7 | 41.2 | 1.6 | 4,117 | |||||||||||||||||||||||||||||||||||||||
| 2017 | 62.6 | 46.5 | 42.4 | 40.8 | 41.0 | 2.5 | 4,470 | ||||||||||||||||||||||||||||||||||||||||
| 2018 | 59.3 | 46.0 | 40.6 | 41.3 | 1.1 | 3,487 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | 46.4 | 41.2 | 41.0 | 1.4 | 2,562 | ||||||||||||||||||||||||||||||||||||||||||
| 2020 | 47.4 | 42.6 | 5.6 | 1,668 | |||||||||||||||||||||||||||||||||||||||||||
| 2021 | 95.0 | 77.5 | 1,091 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 430.1 | |||||||||||||||||||||||||||||||||||||||||||||
| Marine & Energy | ||||||||||||||||||||||||||||||||||||||
| Millions | ||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and LAE, Gross of Amounts Attributable to TPC Providers | ||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||
| 2012 | $ | 8.1 | $ | 24.0 | $ | 27.4 | $ | 30.2 | $ | 31.4 | $ | 33.7 | $ | 34.8 | $ | 34.0 | $ | 33.6 | $ | 33.1 | ||||||||||||||||||
| 2013 | 7.9 | 22.6 | 28.1 | 31.1 | 32.8 | 33.3 | 33.5 | 32.9 | 33.3 | |||||||||||||||||||||||||||||
| 2014 | 8.0 | 17.9 | 21.2 | 24.0 | 24.2 | 22.3 | 22.9 | 22.5 | ||||||||||||||||||||||||||||||
| 2015 | 10.2 | 23.1 | 29.2 | 32.9 | 31.3 | 31.4 | 32.4 | |||||||||||||||||||||||||||||||
| 2016 | 16.7 | 29.1 | 35.7 | 36.8 | 37.2 | 38.6 | ||||||||||||||||||||||||||||||||
| 2017 | 13.3 | 28.5 | 32.9 | 36.0 | 36.0 | |||||||||||||||||||||||||||||||||
| 2018 | 6.7 | 31.5 | 35.5 | 37.2 | ||||||||||||||||||||||||||||||||||
| 2019 | 8.1 | 25.9 | 30.7 | |||||||||||||||||||||||||||||||||||
| 2020 | 6.9 | 26.5 | ||||||||||||||||||||||||||||||||||||
| 2021 | 7.8 | |||||||||||||||||||||||||||||||||||||
| Total | 298.1 | |||||||||||||||||||||||||||||||||||||
| All outstanding liabilities before 2012, gross of amounts attributable to TPC Providers | 3.2 | |||||||||||||||||||||||||||||||||||||
| Loss and LAE reserves, gross of amounts attributable to TPC Providers | $ | 135.2 | ||||||||||||||||||||||||||||||||||||
| Marine & Energy | ||||||||||||||||||||||||||||||||
| Average Annual Percentage Payout of Incurred Losses and LAE by Age, Gross of Amounts Attributable to TPC Providers | ||||||||||||||||||||||||||||||||
| Years | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||||||||||||||||||||
| 20.7% | 37.9% | 18.0% | 6.3% | 3.7% | 6.5% | 1.1% | 0.3% | (0.2)% | 0.4% | |||||||||||||||||||||||
88
| Specialty | |||||||||||||||||||||||||||||||||||||||||||||||
| $ in Millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Incurred Loss and LAE, Net of Reinsurance | |||||||||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total IBNR plus expected development on reported claims | Cumulative number of reported claims | |||||||||||||||||||||||||||||||||||
| 2012 | $ | 43.1 | $ | 36.1 | $ | 31.8 | $ | 30.8 | $ | 26.7 | $ | 25.8 | $ | 26.3 | $ | 26.6 | $ | 26.8 | $ | 26.8 | $ | 2.1 | 887 | ||||||||||||||||||||||||
| 2013 | 48.6 | 34.9 | 25.6 | 17.5 | 16.9 | 17.1 | 16.9 | 17.3 | 17.3 | 1.3 | 1,122 | ||||||||||||||||||||||||||||||||||||
| 2014 | 51.1 | 51.1 | 41.9 | 41.3 | 41.5 | 42.9 | 43.5 | 43.5 | (.3) | 1,409 | |||||||||||||||||||||||||||||||||||||
| 2015 | 21.3 | 13.0 | 10.4 | 10.1 | 10.6 | 10.7 | 10.8 | 1.7 | 1,876 | ||||||||||||||||||||||||||||||||||||||
| 2016 | 15.9 | 11.7 | 8.7 | 9.2 | 9.0 | 9.3 | (1.3) | 1,941 | |||||||||||||||||||||||||||||||||||||||
| 2017 | 16.0 | 11.9 | 10.9 | 10.5 | 10.6 | 1.5 | 2,179 | ||||||||||||||||||||||||||||||||||||||||
| 2018 | 12.1 | 13.9 | 14.8 | 13.7 | 2.4 | 2,090 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | 16.6 | 14.6 | 13.5 | 2.8 | 2,315 | ||||||||||||||||||||||||||||||||||||||||||
| 2020 | 20.7 | 19.7 | 6.2 | 1,925 | |||||||||||||||||||||||||||||||||||||||||||
| 2021 | 67.3 | 57.4 | 1,341 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 232.5 | |||||||||||||||||||||||||||||||||||||||||||||
| Specialty | ||||||||||||||||||||||||||||||||||||||
| Millions | ||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and LAE, Net of Reinsurance | ||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||
| 2012 | $ | 16.3 | $ | 25.2 | $ | 22.2 | $ | 22.6 | $ | 23.2 | $ | 23.3 | $ | 24.2 | $ | 24.4 | $ | 24.4 | $ | 24.5 | ||||||||||||||||||
| 2013 | 17.1 | 13.6 | 15.2 | 15.8 | 15.8 | 16.0 | 16.0 | 16.0 | 16.0 | |||||||||||||||||||||||||||||
| 2014 | 26.8 | 39.7 | 40.4 | 40.8 | 41.5 | 42.8 | 43.6 | 43.5 | ||||||||||||||||||||||||||||||
| 2015 | 4.1 | 7.2 | 7.8 | 8.2 | 8.2 | 8.3 | 8.3 | |||||||||||||||||||||||||||||||
| 2016 | 3.2 | 8.0 | 9.2 | 10.0 | 10.4 | 10.5 | ||||||||||||||||||||||||||||||||
| 2017 | 3.3 | 6.8 | 8.4 | 8.5 | 8.5 | |||||||||||||||||||||||||||||||||
| 2018 | 2.9 | 8.1 | 9.8 | 10.3 | ||||||||||||||||||||||||||||||||||
| 2019 | 4.9 | 7.1 | 7.6 | |||||||||||||||||||||||||||||||||||
| 2020 | 5.4 | 10.9 | ||||||||||||||||||||||||||||||||||||
| 2021 | 5.2 | |||||||||||||||||||||||||||||||||||||
| Total | 145.3 | |||||||||||||||||||||||||||||||||||||
All outstanding liabilities before 2012, net of reinsurance | (2.0) | |||||||||||||||||||||||||||||||||||||
Loss and LAE reserves, net of reinsurance | $ | 85.2 | ||||||||||||||||||||||||||||||||||||
| Specialty | ||||||||||||||||||||||||||||||||
| Average Annual Percentage Payout of Incurred Losses and LAE by Age, Net of Reinsurance | ||||||||||||||||||||||||||||||||
| Years | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||||||||||||||||||||
| 34.0% | 33.8% | 7.3% | 0.5% | 4.6% | 4.4% | 4.6% | 3.1% | (3.5)% | (1.0)% | |||||||||||||||||||||||
89
| Specialty | |||||||||||||||||||||||||||||||||||||||||||||||
| $ in Millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Incurred Loss and LAE, Gross of Amounts Attributable to TPC Providers | |||||||||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total IBNR plus expected development on reported claims | Cumulative number of reported claims | |||||||||||||||||||||||||||||||||||
| 2012 | $ | 43.1 | $ | 36.1 | $ | 31.8 | $ | 30.8 | $ | 34.6 | $ | 33.2 | $ | 32.3 | $ | 33.1 | $ | 33.2 | $ | 33.2 | $ | 5.1 | 887 | ||||||||||||||||||||||||
| 2013 | 48.6 | 34.9 | 25.6 | 21.8 | 20.7 | 20.2 | 19.7 | 20.6 | 20.5 | 3.1 | 1,122 | ||||||||||||||||||||||||||||||||||||
| 2014 | 66.1 | 65.8 | 56.7 | 55.4 | 55.4 | 59.0 | 60.3 | 60.2 | (.7) | 1,409 | |||||||||||||||||||||||||||||||||||||
| 2015 | 47.3 | 40.4 | 32.8 | 29.8 | 31.1 | 31.1 | 31.5 | 4.0 | 1,876 | ||||||||||||||||||||||||||||||||||||||
| 2016 | 46.4 | 34.1 | 26.3 | 27.5 | 27.3 | 27.9 | (3.1) | 1,941 | |||||||||||||||||||||||||||||||||||||||
| 2017 | 42.5 | 30.1 | 27.6 | 26.4 | 26.6 | 3.7 | 2,179 | ||||||||||||||||||||||||||||||||||||||||
| 2018 | 29.5 | 33.7 | 35.3 | 33.1 | 5.6 | 2,090 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | 39.7 | 34.8 | 32.3 | 6.7 | 2,315 | ||||||||||||||||||||||||||||||||||||||||||
| 2020 | 43.5 | 42.2 | 11.9 | 1,925 | |||||||||||||||||||||||||||||||||||||||||||
| 2021 | 81.7 | 69.3 | 1,341 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 389.2 | |||||||||||||||||||||||||||||||||||||||||||||
| Specialty | ||||||||||||||||||||||||||||||||||||||
Millions | ||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and LAE, Gross of Amounts Attributable to TPC Providers | ||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||
| 2012 | $ | 16.3 | $ | 25.2 | $ | 22.2 | $ | 22.6 | $ | 24.4 | $ | 24.8 | $ | 27.0 | $ | 27.5 | $ | 27.6 | $ | 27.8 | ||||||||||||||||||
| 2013 | 17.1 | 13.6 | 15.2 | 16.8 | 17.0 | 17.5 | 17.5 | 17.5 | 17.4 | |||||||||||||||||||||||||||||
| 2014 | 31.2 | 50.1 | 52.4 | 53.7 | 55.3 | 58.6 | 60.4 | 60.4 | ||||||||||||||||||||||||||||||
| 2015 | 12.3 | 22.1 | 24.2 | 25.1 | 25.3 | 25.4 | 25.4 | |||||||||||||||||||||||||||||||
| 2016 | 10.1 | 24.7 | 27.6 | 29.5 | 30.6 | 30.7 | ||||||||||||||||||||||||||||||||
| 2017 | 8.7 | 17.3 | 21.3 | 21.7 | 21.7 | |||||||||||||||||||||||||||||||||
| 2018 | 7.0 | 19.8 | 23.8 | 24.8 | ||||||||||||||||||||||||||||||||||
| 2019 | 11.8 | 16.9 | 18.0 | |||||||||||||||||||||||||||||||||||
| 2020 | 12.4 | 25.0 | ||||||||||||||||||||||||||||||||||||
| 2021 | 6.1 | |||||||||||||||||||||||||||||||||||||
| Total | 257.3 | |||||||||||||||||||||||||||||||||||||
| All outstanding liabilities before 2012, gross of amounts attributable to TPC Providers | (4.7) | |||||||||||||||||||||||||||||||||||||
| Loss and LAE reserves, gross of amounts attributable to TPC Providers | $ | 127.2 | ||||||||||||||||||||||||||||||||||||
| Specialty | ||||||||||||||||||||||||||||||||
| Average Annual Percentage Payout of Incurred Losses and LAE by Age, Gross of Amounts Attributable to TPC Providers | ||||||||||||||||||||||||||||||||
| Years | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||||||||||||||||||||
| 32.5% | 33.7% | 7.8% | 1.7% | 4.5% | 4.9% | 4.5% | 3.2% | (4.4)% | (2.4)% | |||||||||||||||||||||||
90
| Casualty - Active | |||||||||||||||||||||||||||||||||||||||||||||||
| $ in Millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Incurred Loss and LAE, Net of Reinsurance | |||||||||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total IBNR plus expected development on reported claims | Cumulative number of reported claims | |||||||||||||||||||||||||||||||||||
| 2012 | $ | 22.6 | $ | 21.1 | $ | 17.7 | $ | 16.2 | $ | 10.1 | $ | 9.9 | $ | 11.0 | $ | 11.0 | $ | 11.3 | $ | 11.1 | $ | .8 | 1,016 | ||||||||||||||||||||||||
| 2013 | 23.2 | 18.8 | 15.0 | 8.3 | 8.1 | 8.9 | 8.8 | 9.0 | 8.9 | 1.3 | 1,134 | ||||||||||||||||||||||||||||||||||||
| 2014 | 17.1 | 13.8 | 7.5 | 7.0 | 8.0 | 7.8 | 7.8 | 7.7 | 1.2 | 1,359 | |||||||||||||||||||||||||||||||||||||
| 2015 | 12.3 | 7.7 | 6.0 | 7.0 | 6.5 | 6.4 | 6.2 | .6 | 1,247 | ||||||||||||||||||||||||||||||||||||||
| 2016 | 5.7 | 5.0 | 6.3 | 6.6 | 7.0 | 6.9 | .1 | 1,483 | |||||||||||||||||||||||||||||||||||||||
| 2017 | 7.4 | 7.8 | 7.2 | 6.2 | 5.9 | .7 | 1,489 | ||||||||||||||||||||||||||||||||||||||||
| 2018 | 8.7 | 9.0 | 7.3 | 7.1 | .9 | 961 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | 8.0 | 7.4 | 6.3 | 1.7 | 742 | ||||||||||||||||||||||||||||||||||||||||||
| 2020 | 7.6 | 6.2 | 3.9 | 420 | |||||||||||||||||||||||||||||||||||||||||||
| 2021 | 15.9 | 14.2 | 452 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 82.2 | |||||||||||||||||||||||||||||||||||||||||||||
| Casualty - Active | ||||||||||||||||||||||||||||||||||||||
| Millions | ||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and LAE, Net of Reinsurance | ||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||
| 2012 | $ | 1.3 | $ | 3.3 | $ | 4.8 | $ | 6.4 | $ | 7.4 | $ | 8.0 | $ | 8.5 | $ | 9.1 | $ | 8.9 | $ | 9.1 | ||||||||||||||||||
| 2013 | 1.5 | 3.6 | 5.3 | 5.7 | 6.3 | 6.7 | 7.0 | 7.0 | 7.2 | |||||||||||||||||||||||||||||
| 2014 | 1.3 | 3.5 | 4.2 | 4.7 | 5.2 | 5.5 | 5.9 | 6.0 | ||||||||||||||||||||||||||||||
| 2015 | 1.8 | 2.4 | 3.2 | 4.4 | 4.7 | 4.9 | 5.1 | |||||||||||||||||||||||||||||||
| 2016 | .2 | 1.0 | 2.3 | 4.0 | 4.6 | 5.3 | ||||||||||||||||||||||||||||||||
| 2017 | .8 | 1.7 | 2.8 | 3.4 | 4.2 | |||||||||||||||||||||||||||||||||
| 2018 | .3 | 1.4 | 3.5 | 4.3 | ||||||||||||||||||||||||||||||||||
| 2019 | .3 | 1.4 | 2.3 | |||||||||||||||||||||||||||||||||||
| 2020 | .5 | 1.0 | ||||||||||||||||||||||||||||||||||||
| 2021 | .5 | |||||||||||||||||||||||||||||||||||||
| Total | 45.0 | |||||||||||||||||||||||||||||||||||||
All outstanding liabilities before 2012, net of reinsurance | .2 | |||||||||||||||||||||||||||||||||||||
Loss and LAE reserves, net of reinsurance | $ | 37.4 | ||||||||||||||||||||||||||||||||||||
| Casualty - Active | ||||||||||||||||||||||||||||||||
| Average Annual Percentage Payout of Incurred Losses and LAE by Age, Net of Reinsurance | ||||||||||||||||||||||||||||||||
| Years | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||||||||||||||||||||
| 9.1% | 14.7% | 18.5% | 14.2% | 9.6% | 10.7% | 3.9% | 3.1% | 1.0% | 3.1% | |||||||||||||||||||||||
91
| Casualty - Active | |||||||||||||||||||||||||||||||||||||||||||||||
| $ in Millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Incurred Loss and LAE, Gross of Amounts Attributable to TPC Providers | |||||||||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total IBNR plus expected development on reported claims | Cumulative number of reported claims | |||||||||||||||||||||||||||||||||||
| 2012 | $ | 22.6 | $ | 21.1 | $ | 17.7 | $ | 16.2 | $ | 17.3 | $ | 17.6 | $ | 18.6 | $ | 18.7 | $ | 19.2 | $ | 19.0 | $ | 1.9 | 1,016 | ||||||||||||||||||||||||
| 2013 | 23.2 | 18.8 | 15.0 | 14.2 | 14.5 | 15.0 | 14.7 | 14.9 | 14.7 | 3.2 | 1,134 | ||||||||||||||||||||||||||||||||||||
| 2014 | 20.6 | 17.6 | 15.6 | 15.1 | 15.8 | 15.3 | 15.0 | 14.7 | 2.9 | 1,359 | |||||||||||||||||||||||||||||||||||||
| 2015 | 19.7 | 20.2 | 15.8 | 15.7 | 14.5 | 14.0 | 13.7 | 1.4 | 1,247 | ||||||||||||||||||||||||||||||||||||||
| 2016 | 16.3 | 15.0 | 16.3 | 17.0 | 17.5 | 17.5 | .2 | 1,483 | |||||||||||||||||||||||||||||||||||||||
| 2017 | 20.4 | 20.1 | 18.5 | 15.6 | 15.1 | 1.6 | 1,489 | ||||||||||||||||||||||||||||||||||||||||
| 2018 | 21.2 | 22.0 | 17.3 | 17.0 | 2.1 | 961 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | 19.5 | 17.5 | 15.1 | 4.2 | 742 | ||||||||||||||||||||||||||||||||||||||||||
| 2020 | 16.6 | 13.5 | 8.3 | 420 | |||||||||||||||||||||||||||||||||||||||||||
| 2021 | 22.1 | 19.0 | 452 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 162.4 | |||||||||||||||||||||||||||||||||||||||||||||
| Casualty - Active | ||||||||||||||||||||||||||||||||||||||
Millions | ||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and LAE, Gross of Amounts Attributable to TPC Providers | ||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||
| 2012 | $ | 1.3 | $ | 3.3 | $ | 4.8 | $ | 6.4 | $ | 9.3 | $ | 11.4 | $ | 12.7 | $ | 14.1 | $ | 13.6 | $ | 14.2 | ||||||||||||||||||
| 2013 | 1.5 | 3.6 | 5.3 | 6.6 | 8.5 | 9.5 | 10.2 | 10.3 | 10.8 | |||||||||||||||||||||||||||||
| 2014 | 1.3 | 3.6 | 5.9 | 7.6 | 8.7 | 9.5 | 10.5 | 10.7 | ||||||||||||||||||||||||||||||
| 2015 | 2.0 | 3.6 | 6.3 | 9.2 | 10.0 | 10.5 | 11.1 | |||||||||||||||||||||||||||||||
| 2016 | .7 | 3.2 | 6.4 | 10.6 | 11.9 | 13.7 | ||||||||||||||||||||||||||||||||
| 2017 | 2.6 | 4.8 | 7.5 | 9.1 | 10.9 | |||||||||||||||||||||||||||||||||
| 2018 | .8 | 3.5 | 8.5 | 10.3 | ||||||||||||||||||||||||||||||||||
| 2019 | .8 | 3.3 | 5.5 | |||||||||||||||||||||||||||||||||||
| 2020 | 1.1 | 2.4 | ||||||||||||||||||||||||||||||||||||
| 2021 | 1.0 | |||||||||||||||||||||||||||||||||||||
| Total | 90.6 | |||||||||||||||||||||||||||||||||||||
| All outstanding liabilities before 2012, gross of amounts attributable to TPC Providers | .8 | |||||||||||||||||||||||||||||||||||||
| Loss and LAE reserves, gross of amounts attributable to TPC Providers | $ | 72.6 | ||||||||||||||||||||||||||||||||||||
| Casualty - Active | ||||||||||||||||||||||||||||||||
| Average Annual Percentage Payout of Incurred Losses and LAE by Age, Gross of Amounts Attributable to TPC Providers | ||||||||||||||||||||||||||||||||
| Years | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||||||||||||||||||||
| 7.4% | 12.5% | 16.9% | 13.5% | 10.2% | 12.1% | 5.6% | 4.1% | 1.9% | 5.4% | |||||||||||||||||||||||
92
| Casualty - Runoff | |||||||||||||||||||||||||||||||||||||||||||||||
| $ in Millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Incurred Loss and LAE, Net of Reinsurance | |||||||||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total IBNR plus expected development on reported claims | Cumulative number of reported claims | |||||||||||||||||||||||||||||||||||
| 2012 | $ | 44.3 | $ | 44.6 | $ | 37.8 | $ | 34.4 | $ | 22.3 | $ | 21.7 | $ | 22.3 | $ | 22.8 | $ | 22.7 | $ | 23.1 | $ | (.2) | 1,430 | ||||||||||||||||||||||||
| 2013 | 65.7 | 75.8 | 70.1 | 49.2 | 47.0 | 49.8 | 49.8 | 49.8 | 49.9 | 3.1 | 1,810 | ||||||||||||||||||||||||||||||||||||
| 2014 | 46.9 | 67.5 | 46.8 | 46.0 | 55.9 | 55.6 | 56.0 | 55.0 | 1.9 | 1,932 | |||||||||||||||||||||||||||||||||||||
| 2015 | 26.9 | 23.9 | 26.4 | 35.7 | 33.0 | 33.2 | 32.0 | 1.4 | 2,009 | ||||||||||||||||||||||||||||||||||||||
| 2016 | 19.1 | 25.3 | 38.8 | 35.4 | 35.3 | 34.1 | 3.8 | 2,141 | |||||||||||||||||||||||||||||||||||||||
| 2017 | 17.4 | 27.2 | 26.7 | 28.0 | 26.7 | 2.5 | 1,597 | ||||||||||||||||||||||||||||||||||||||||
| 2018 | 13.5 | 18.2 | 20.2 | 20.0 | 2.9 | 1,265 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | 10.8 | 14.3 | 15.4 | 3.7 | 961 | ||||||||||||||||||||||||||||||||||||||||||
| 2020 | 4.2 | 6.0 | 3.6 | 552 | |||||||||||||||||||||||||||||||||||||||||||
| 2021 | 1.7 | .4 | 260 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | 263.9 | ||||||||||||||||||||||||||||||||||||||||||||||
| Casualty - Runoff | ||||||||||||||||||||||||||||||||||||||
| $ in millions | ||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and LAE, Net of Reinsurance | ||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||
| 2012 | $ | 3.5 | $ | 10.4 | $ | 13.6 | $ | 16.5 | $ | 17.8 | $ | 19.3 | $ | 20.5 | $ | 20.8 | $ | 21.2 | $ | 21.8 | ||||||||||||||||||
| 2013 | 7.2 | 19.5 | 35.9 | 41.0 | 42.7 | 44.3 | 45.0 | 45.6 | 46.0 | |||||||||||||||||||||||||||||
| 2014 | 6.5 | 23.2 | 29.1 | 36.5 | 43.1 | 47.0 | 48.7 | 49.5 | ||||||||||||||||||||||||||||||
| 2015 | 4.3 | 7.9 | 14.0 | 20.3 | 23.9 | 26.5 | 28.2 | |||||||||||||||||||||||||||||||
| 2016 | 3.8 | 9.7 | 16.8 | 21.8 | 24.5 | 26.8 | ||||||||||||||||||||||||||||||||
| 2017 | 3.1 | 9.1 | 14.2 | 18.3 | 21.1 | |||||||||||||||||||||||||||||||||
| 2018 | 3.3 | 7.2 | 12.2 | 14.3 | ||||||||||||||||||||||||||||||||||
| 2019 | 3.2 | 5.6 | 7.4 | |||||||||||||||||||||||||||||||||||
| 2020 | .8 | 1.3 | ||||||||||||||||||||||||||||||||||||
| 2021 | .5 | |||||||||||||||||||||||||||||||||||||
| Total | 216.9 | |||||||||||||||||||||||||||||||||||||
All outstanding liabilities before 2012, net of reinsurance | 21.4 | |||||||||||||||||||||||||||||||||||||
Loss and LAE reserves, net of reinsurance | $ | 68.4 | ||||||||||||||||||||||||||||||||||||
| Casualty - Runoff | ||||||||||||||||||||||||||||||||
| Average Annual Percentage Payout of Incurred Losses and LAE by Age, Net of Reinsurance | ||||||||||||||||||||||||||||||||
| Years | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||||||||||||||||||||
| 9.4% | 15.3% | 17.0% | 15.9% | 9.7% | 8.1% | 7.0% | 3.6% | 2.5% | 1.7% | |||||||||||||||||||||||
93
| Casualty - Runoff | |||||||||||||||||||||||||||||||||||||||||||||||
| $ in Millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Incurred Loss and LAE, Gross of Amounts Attributable to TPC Providers | |||||||||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total IBNR plus expected development on reported claims | Cumulative number of reported claims | |||||||||||||||||||||||||||||||||||
| 2012 | $ | 44.3 | $ | 44.6 | $ | 37.8 | $ | 34.4 | $ | 33.8 | $ | 33.2 | $ | 32.7 | $ | 34.0 | $ | 33.6 | $ | 34.4 | $ | (.4) | 1,430 | ||||||||||||||||||||||||
| 2013 | 65.7 | 75.8 | 70.1 | 75.3 | 70.9 | 74.3 | 74.4 | 73.8 | 74.0 | 7.5 | 1,810 | ||||||||||||||||||||||||||||||||||||
| 2014 | 63.5 | 94.4 | 97.1 | 101.0 | 117.4 | 117.0 | 116.7 | 114.4 | 4.5 | 1,932 | |||||||||||||||||||||||||||||||||||||
| 2015 | 59.2 | 68.7 | 80.3 | 92.7 | 86.4 | 85.5 | 82.9 | 3.4 | 2,009 | ||||||||||||||||||||||||||||||||||||||
| 2016 | 56.4 | 75.6 | 101.9 | 94.0 | 91.9 | 89.4 | 9.2 | 2,141 | |||||||||||||||||||||||||||||||||||||||
| 2017 | 45.6 | 68.9 | 68.0 | 69.3 | 66.4 | 6.0 | 1,597 | ||||||||||||||||||||||||||||||||||||||||
| 2018 | 33.1 | 44.6 | 48.3 | 48.1 | 7.0 | 1,265 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | 26.0 | 34.1 | 37.0 | 8.8 | 961 | ||||||||||||||||||||||||||||||||||||||||||
| 2020 | 8.8 | 12.4 | 7.1 | 552 | |||||||||||||||||||||||||||||||||||||||||||
| 2021 | 3.6 | .5 | 260 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | 562.6 | ||||||||||||||||||||||||||||||||||||||||||||||
| Casualty - Runoff | ||||||||||||||||||||||||||||||||||||||
| Millions | ||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and LAE, Gross of Amounts Attributable to TPC Providers | ||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||
| 2012 | $ | 3.5 | $ | 10.4 | $ | 13.6 | $ | 16.5 | $ | 20.3 | $ | 25.3 | $ | 28.4 | $ | 29.0 | $ | 30.0 | $ | 31.4 | ||||||||||||||||||
| 2013 | 7.2 | 19.5 | 35.9 | 50.8 | 56.7 | 60.6 | 62.3 | 63.9 | 64.7 | |||||||||||||||||||||||||||||
| 2014 | 7.4 | 27.4 | 44.8 | 69.3 | 85.8 | 95.4 | 99.4 | 101.3 | ||||||||||||||||||||||||||||||
| 2015 | 7.5 | 18.7 | 38.9 | 54.6 | 63.5 | 69.7 | 73.7 | |||||||||||||||||||||||||||||||
| 2016 | 11.6 | 30.1 | 47.5 | 60.1 | 66.5 | 71.9 | ||||||||||||||||||||||||||||||||
| 2017 | 9.2 | 24.0 | 36.7 | 46.4 | 53.1 | |||||||||||||||||||||||||||||||||
| 2018 | 8.3 | 17.8 | 29.5 | 34.6 | ||||||||||||||||||||||||||||||||||
| 2019 | 7.9 | 13.5 | 17.8 | |||||||||||||||||||||||||||||||||||
| 2020 | 1.8 | 3.0 | ||||||||||||||||||||||||||||||||||||
| 2021 | 1.2 | |||||||||||||||||||||||||||||||||||||
| Total | 452.7 | |||||||||||||||||||||||||||||||||||||
| All outstanding liabilities before 2012, gross of amounts attributable to TPC Providers | 51.7 | |||||||||||||||||||||||||||||||||||||
| Loss and LAE reserves, gross of amounts attributable to TPC Providers | $ | 161.6 | ||||||||||||||||||||||||||||||||||||
| Casualty - Runoff | ||||||||||||||||||||||||||||||||
| Average Annual Percentage Payout of Incurred Losses and LAE by Age, Gross of Amounts Attributable to TPC Providers | ||||||||||||||||||||||||||||||||
| Years | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||||||||||||||||||||
| 8.7% | 13.5% | 15.9% | 15.7% | 9.6% | 7.7% | 6.2% | 5.1% | 4.8% | 3.0% | |||||||||||||||||||||||
94
The following table provides a reconciliation from the first table grouping above presented net of reinsurance and the second table grouping above presented gross of amounts attributable to TPC Providers:
| December 31, 2021 | ||||||||||||||||||||
| Cumulative Incurred Loss and LAE | ||||||||||||||||||||
| Millions | Net of Reinsurance | Amounts Attributable to TPC Providers | Gross of Amounts Attributable to TPC Providers | |||||||||||||||||
| Property and Accident & Health | $ | 511.5 | $ | 329.6 | $ | 841.1 | ||||||||||||||
Marine & Energy | 259.8 | 170.3 | 430.1 | |||||||||||||||||
Specialty | 232.5 | 156.7 | 389.2 | |||||||||||||||||
Casualty – Active | 82.2 | 80.2 | 162.4 | |||||||||||||||||
Casualty – Runoff | 263.9 | 298.7 | 562.6 | |||||||||||||||||
Total | $ | 1,349.9 | $ | 1,035.5 | $ | 2,385.4 | ||||||||||||||
| December 31, 2021 | ||||||||||||||||||||
| Cumulative Paid Loss and LAE | ||||||||||||||||||||
| Millions | Net of Reinsurance | Amounts Attributable to TPC Providers | Gross of Amounts Attributable to TPC Providers | |||||||||||||||||
| Property and Accident & Health | $ | 337.1 | $ | 260.0 | $ | 597.1 | ||||||||||||||
Marine & Energy | 161.7 | 136.4 | 298.1 | |||||||||||||||||
Specialty | 145.3 | 112.0 | 257.3 | |||||||||||||||||
Casualty – Active | 45.0 | 45.6 | 90.6 | |||||||||||||||||
Casualty – Runoff | 216.9 | 235.8 | 452.7 | |||||||||||||||||
| Total | $ | 906.0 | $ | 789.8 | $ | 1,695.8 | ||||||||||||||
| December 31, 2021 | ||||||||||||||||||||
| Loss and LAE Reserves | ||||||||||||||||||||
| Millions | Net of Reinsurance | Amounts Attributable to TPC Providers | Gross of Amounts Attributable to TPC Providers | |||||||||||||||||
| Property and Accident & Health | $ | 175.0 | $ | 70.5 | $ | 245.5 | ||||||||||||||
Marine & Energy | 99.3 | 35.9 | 135.2 | |||||||||||||||||
Specialty | 85.2 | 42.0 | 127.2 | |||||||||||||||||
Casualty – Active | 37.4 | 35.2 | 72.6 | |||||||||||||||||
Casualty – Runoff | 68.4 | 93.2 | 161.6 | |||||||||||||||||
Total | $ | 465.3 | $ | 276.8 | $ | 742.1 | ||||||||||||||
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4. Goodwill and Other Intangible Assets
As of December 31, 2021, goodwill and other intangible assets recognized in connection with business and asset acquisitions totaled $1,066 million, of which $948 million was attributable to White Mountains’s common shareholders. Goodwill and other intangible assets are recorded at their acquisition date fair values. The determination of the acquisition date fair values of goodwill and other intangible assets involves significant management judgment, the use of valuation models and assumptions that are inherently subjective. Goodwill and indefinite-lived intangible assets are not amortized but rather reviewed for potential impairment on an annual basis, or whenever indications of potential impairment exist. In the absence of any indications of potential impairment, the evaluation of goodwill and indefinite-lived intangible assets is performed no later than the interim period in which the anniversary of the acquisition date falls. Finite-lived intangible assets, which are amortized over their estimated economic lives, are reviewed for impairment only when events occur or there are changes in circumstances indicating that their carrying value may exceed fair value. Impairment exists when the carrying value of goodwill or other intangible assets exceeds fair value.
White Mountains’s annual review first assesses whether qualitative factors indicate that the carrying value of goodwill or other intangible assets may be impaired. If White Mountains determines based on this qualitative review that it is more likely than not that an impairment may exist, then White Mountains performs a quantitative analysis to compare the fair value of a reporting unit with its carrying value. If the carrying value exceeds the estimated fair value, then an impairment charge is recognized through current period pre-tax income (loss). Both the annual qualitative assessment of potential impairment as well as the quantitative comparison of carrying value to estimated fair value involve management judgment, the use of discounted cash flow models, market comparisons and other valuation techniques and assumptions, including customer retention rates and revenue growth rates, that are inherently subjective.
Most of White Mountains’s total goodwill and other intangible assets of $1,066 million relates to the acquisition of Ark and NSM and NSM’s subsequent acquisitions of KBK, Embrace, the Renewal Rights from AIG, Kingsbridge and J.C. Taylor. As of December 31, 2021, goodwill and other intangible assets related to Ark and NSM were $293 million and $725 million. During 2021, White Mountains performed its periodic reviews for potential impairment, including a quantitative review of the goodwill associated with NSM. During 2021, White Mountains did not recognize any impairments of goodwill and other intangible assets. During 2021, White Mountains recognized a loss on assets held for sale of $29 million that was primarily related to the goodwill associated with the Fresh Insurance motor business. During 2020, White Mountains recognized impairments of other intangible assets of $6 million related to Fresh Insurance. The impairments related to lower premium volumes, including due to the impact of the COVID-19 pandemic, and certain reorganization initiatives at Fresh Insurance. During 2020, White Mountains did not recognize any goodwill impairments.
See Item 1A. Risk Factors, “If we are required to write down goodwill and other intangible assets, it could materially adversely affect our results of operations and financial condition.” on page 26.
96
FORWARD-LOOKING STATEMENTS
This report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included or referenced in this report which address activities, events or developments which White Mountains expects or anticipates will or may occur in the future are forward-looking statements. The words “could”, “will”, “believe”, “intend”, “expect”, “anticipate”, “project”, “estimate”, “predict” and similar expressions are also intended to identify forward-looking statements. These forward-looking statements include, among others, statements with respect to White Mountains’s:
•change in book value or adjusted book value per share or return on equity;
•business strategy;
•financial and operating targets or plans;
•incurred loss and loss adjustment expenses and the adequacy of its loss and loss adjustment expense reserves and related reinsurance;
•projections of revenues, income (or loss), earnings (or loss) per share, EBITDA, adjusted EBITDA, dividends, market share or other financial forecasts of White Mountains or its businesses;
•expansion and growth of its business and operations; and
•future capital expenditures.
These statements are based on certain assumptions and analyses made by White Mountains in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate in the circumstances. However, whether actual results and developments will conform to its expectations and predictions is subject to risks and uncertainties that could cause actual results to differ materially from expectations, including:
•the risks associated with Item 1A of this Report on Form 10-K;
•claims arising from catastrophic events, such as hurricanes, earthquakes, floods, fires, terrorist attacks or severe winter weather;
•recorded loss reserves subsequently proving to have been inadequate;
•the market value of White Mountains’s investment in MediaAlpha;
•the trends and uncertainties from the COVID-19 pandemic, including judicial interpretations on the extent of insurance coverage provided by insurers for COVID-19 pandemic related claims;
•business opportunities (or lack thereof) that may be presented to it and pursued;
•actions taken by rating agencies, such as financial strength or credit ratings downgrades or placing ratings on negative watch;
•the continued availability of capital and financing;
•deterioration of general economic, market or business conditions, including due to outbreaks of contagious disease (including the COVID-19 pandemic) and corresponding mitigation efforts;
•competitive forces, including the conduct of other insurers;
•changes in domestic or foreign laws or regulations, or their interpretation, applicable to White Mountains, its competitors or its customers; and
•other factors, most of which are beyond White Mountains’s control.
Consequently, all of the forward-looking statements made in this report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by White Mountains will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, White Mountains or its business or operations. White Mountains assumes no obligation to publicly update any such forward-looking statements, whether as a result of new information, future events or otherwise.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
White Mountains’s consolidated balance sheet includes a substantial amount of assets and liabilities whose fair values are subject to market risk. The term market risk refers to the risk of loss arising from adverse changes in interest rates, credit spreads, equity markets prices and other relevant market rates and prices. Due to the size of White Mountains’s investment portfolio, market risk could have a significant effect on White Mountains’s consolidated financial condition, results of operations and cash flows.
Interest Rate and Credit Spread Risk
White Mountains invests in interest rate sensitive securities. White Mountains generally manages the interest rate risk associated with its portfolio of fixed maturity investments by monitoring the average duration of the portfolio. As of December 31, 2021, White Mountains’s fixed maturity investments are comprised primarily of debt securities issued by corporations, U.S. government and agency obligations, municipal obligations, mortgage and asset-backed securities and collateralized loan obligations.
Increases and decreases in prevailing interest rates generally translate into decreases and increases in fair values of fixed maturity investments, respectively. Additionally, fair values of interest rate sensitive instruments may be affected by the creditworthiness of the issuer, prepayment options, relative values of alternative investments, the liquidity of the instrument and various other market factors.
The following table presents the estimated effects of hypothetical increases and decreases in market interest rates on White Mountains’s fixed maturity investments:
| $ in Millions | Fair Value at December 31, 2021 | Assumed Change in Relevant Interest Rate | Estimated Fair Value After Change in Interest Rate | Pre-Tax Increase (Decrease) in Fair Value | ||||||||||||||||||||||
| Fixed maturity investments | $ | 1,908.9 | 100 bps decrease | $ | 1,966.5 | $ | 57.6 | |||||||||||||||||||
| 50 bps decrease | 1,939.4 | 30.5 | ||||||||||||||||||||||||
| 50 bps increase | 1,877.2 | (31.7) | ||||||||||||||||||||||||
| 100 bps increase | 1,844.8 | (64.1) | ||||||||||||||||||||||||
The magnitude of the fair value decrease in rising interest rate scenarios may be more significant than the fair value increase in comparable falling interest rate scenarios. This can occur because (i) the analysis floors interest rates at a de minimis level in falling interest rate scenarios, muting price increases, (ii) portions of the fixed maturity investment portfolio may be callable, muting price increases in falling interest rate scenarios and/or (iii) portions of the fixed maturity investment portfolio may experience cash flow extension in higher interest rate environments, which generally results in lower prices.
White Mountains’s overall strategy for fixed maturity investments is to purchase securities that are attractively priced in relation to their investment risks. Widening and tightening of credit spreads translate into decreases and increases in fair values of fixed maturity investments, respectively.
The following table presents the estimated pre-tax effects of hypothetical widening and tightening of credit spreads on White Mountains’s fixed maturity investments by asset class:
| December 31, 2021 | ||||||||||||||||||||||||||||||||
| $ in Millions | Fair Value | Tighten 50 | Tighten 25 | Widen 25 | Widen 50 | |||||||||||||||||||||||||||
| U.S. government and agency obligations | $ | 211.5 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||
| Tighten 100 | Tighten 50 | Widen 50 | Widen 100 | |||||||||||||||||||||||||||||
| Agency mortgage-backed securities | 256.0 | 1.1 | .8 | (6.0) | (11.7) | |||||||||||||||||||||||||||
| Other asset-backed securities | 21.1 | .1 | .1 | (.2) | (.4) | |||||||||||||||||||||||||||
| Non-agency: residential mortgage-backed securities | .5 | — | — | — | — | |||||||||||||||||||||||||||
| Tighten 200 | Tighten 100 | Widen 100 | Widen 200 | |||||||||||||||||||||||||||||
| Debt securities issued by corporations | 992.9 | 20.3 | 19.0 | (34.1) | (68.2) | |||||||||||||||||||||||||||
| Municipal obligations | 291.9 | 8.6 | 8.4 | (14.9) | (29.8) | |||||||||||||||||||||||||||
| Tighten 300 | Tighten 200 | Widen 200 | Widen 300 | |||||||||||||||||||||||||||||
Collateralized loan obligations | 135.0 | 10.8 | 10.7 | (13.0) | (18.8) | |||||||||||||||||||||||||||
98
The magnitude of the fair value decrease in wider credit spread scenarios may be more significant than the fair value increase in comparable tighter credit spread scenarios. This can occur because the analysis limits the credit spread tightening in order to floor yields of non-government bonds above yields of short government bonds, thereby muting price increases.
Common Equity Securities, Investment in MediaAlpha and Other Long-Term Investments Price Risk
The carrying values of White Mountains’s common equity securities, its investment in MediaAlpha and other long-term investments are based on quoted market prices or management’s estimates of fair value as of the balance sheet date. Market prices of common equity securities, in general, are subject to fluctuations, which could cause the amount realized upon sale or exercise of these instruments to differ significantly from the current reported value. The fluctuations may result from perceived changes in the underlying economic characteristics of the investment, the relative price of alternative investments, supply and demand imbalances for a particular security or various other market factors. Assuming a hypothetical 10% and 30% increase or decrease in the value of White Mountains’s common equity securities, its investment in MediaAlpha and other long-term investments as of December 31, 2021, the carrying value of White Mountains’s common equity securities, its investment in MediaAlpha and other long-term investments would increase or decrease by $189 million and $567 million on a pre-tax basis, respectively.
Long-Term Obligations
White Mountains records its financial instruments at fair value with the exception of debt obligations which are recorded as debt at face value less unamortized original issue discount.
The following tables presents the fair value and carrying value of these financial instruments as of December 31, 2021 and December 31, 2020:
| December 31, 2021 | December 31, 2020 | |||||||||||||||||||||||||
| Millions | Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||||||||||
| Ark 2007 Subordinated Notes | $ | 27.6 | $ | 30.0 | $ | — | $ | — | ||||||||||||||||||
| Ark 2021 Subordinated Notes | $ | 162.8 | $ | 155.9 | $ | — | $ | — | ||||||||||||||||||
| NSM Bank Facility | $ | 275.8 | $ | 271.2 | $ | 279.3 | $ | 271.3 | ||||||||||||||||||
| Other NSM debt | $ | 1.0 | $ | .9 | $ | 1.3 | $ | 1.3 | ||||||||||||||||||
| Kudu Credit Facility | $ | 246.8 | $ | 218.2 | $ | — | $ | — | ||||||||||||||||||
| Kudu Bank Facility | $ | — | $ | — | $ | 89.3 | $ | 86.3 | ||||||||||||||||||
| Other Operations debt | $ | 17.7 | $ | 16.8 | $ | 18.8 | $ | 17.5 | ||||||||||||||||||
The fair value estimates for the Ark 2007 Subordinated Notes, the Ark 2021 Subordinated Notes, NSM Bank Facility, the Other NSM debt, the Kudu Credit Facility, the Kudu Bank Facility and Other Operations debt have been determined based on a discounted cash flow approach and are considered to be Level 3 measurements.
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Foreign Currency Exposure
As of December 31, 2021, White Mountains had foreign currency exposure on $310.7 million of net assets primarily related to Ark’s non-U.S. business, NSM’s U.K.-based operations, Kudu’s non-U.S. Participation Contracts and certain other foreign consolidated and unconsolidated entities.
The following table presents the fair value of White Mountains’s foreign denominated net assets (net liabilities) by segment as of December 31, 2021:
| Currency $ in Millions | Ark | NSM | Kudu | Other Operations | Total Fair Value | % of Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||
| CAD | $ | 55.4 | $ | — | $ | 81.3 | $ | — | $ | 136.7 | 3.7 | % | ||||||||||||||||||||||||||
| GBP | 7.7 | 118.6 | — | — | 126.3 | 3.4 | ||||||||||||||||||||||||||||||||
| AUD | 23.3 | — | 44.7 | — | 68.0 | 1.8 | ||||||||||||||||||||||||||||||||
| EUR | (56.2) | — | — | 32.3 | (23.9) | (.6) | ||||||||||||||||||||||||||||||||
| All other | — | — | — | 3.6 | 3.6 | .1 | ||||||||||||||||||||||||||||||||
| Total | $ | 30.2 | $ | 118.6 | $ | 126.0 | $ | 35.9 | $ | 310.7 | 8.4 | % | ||||||||||||||||||||||||||
The following table illustrates the pre-tax effect that a hypothetical 20% increase (i.e., U.S. dollar strengthening) or decrease (i.e., U.S. dollar weakening) in the rate of exchange from the foreign currencies to the U.S. dollar would have on the
carrying value of White Mountains’s foreign denominated net assets as of December 31, 2021:
| $ in millions | |||||||||||||||||||||||
| Carrying Value of Foreign Denominated Net Assets | Hypothetical Change | Hypothetical Pre-Tax Increase (Decrease) in Carrying Value | Hypothetical Percentage Increase (Decrease) in Stockholders’ Equity | ||||||||||||||||||||
| $ | 310.7 | 20% increase | $ | (62.1) | (1.7) | % | |||||||||||||||||
| 20% decrease | $ | 62.1 | 1.7 | % | |||||||||||||||||||
Item 8. Financial Statements and Supplementary Data
The financial statements and supplementary data have been filed as a part of this Annual Report on Form 10-K as indicated in the Index to Consolidated Financial Statements and Financial Statement Schedules appearing on page 106 of this report.
The financial statements of MediaAlpha for the years ended December 31, 2021 and 2020 and the period from February 26, 2019 through December 31, 2019 have been filed as a part of this Annual Report on Form 10-K (see Exhibits 99.1 and 99.2 on page 104 of this report).
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
The Principal Executive Officer (“PEO”) and the Principal Financial Officer (“PFO”) of White Mountains have evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of December 31, 2021. Based on that evaluation, the PEO and PFO have concluded that White Mountains’s disclosure controls and procedures are adequate and effective.
The PEO and the PFO of White Mountains have evaluated the effectiveness of its internal control over financial reporting as of December 31, 2021. Based on that evaluation, the PEO and PFO have concluded that White Mountains’s internal control over financial reporting is effective. Management’s annual report on internal control over financial reporting is included on page F-78 of this report. The attestation report on the effectiveness of our internal control over financial reporting by PricewaterhouseCoopers LLP is included on page F-79 of this report.
There has been no change in White Mountains’s internal controls over financial reporting that occurred during the fourth quarter of 2021 that has materially affected, or is reasonably likely to materially affect White Mountains’s internal control over financial reporting.
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Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Reported under the captions “The Board of Directors”, “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance—Committees of the Board—Audit Committee” in the Company’s 2022 Proxy Statement, herein incorporated by reference, and under the caption “Executive Officers of the Registrant” of this Annual Report on Form 10-K.
The Company’s Code of Business Conduct, which applies to all directors, officers and employees in carrying out their responsibilities to and on behalf of the Company, is available at www.whitemountains.com and is also included as Exhibit 14 on the Form 10-K. The Company’s Code of Business Conduct is also available in print free of charge to any shareholder upon request.
There have been no material changes to the procedures by which shareholders may recommend nominees to the Company’s Board of Directors. The procedures for shareholders to nominate directors are reported under the caption “Corporate Governance—Committees of the Board—Nominating and Governance Committee” in the Company’s 2022 Proxy Statement, herein incorporated by reference.
Item 11. Executive Compensation
Reported under the captions “Executive Compensation” and “Corporate Governance—Compensation Committee Interlocks and Insider Participation” in the Company’s 2022 Proxy Statement, herein incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Reported under the captions “Voting Securities and Principal Holders Thereof” and “Equity Compensation Plan Information” in the Company’s 2022 Proxy Statement, herein incorporated by reference.
Item 13. Certain Relationships, Related Transactions and Director Independence
Reported under the caption “Transactions with Related Persons, Promoters and Certain Control Persons” and “Corporate Governance—Director Independence” in the Company’s 2022 Proxy Statement, herein incorporated by reference.
Item 14. Principal Accountant Fees and Services
Reported under the caption “Principal Accountant Fees and Services” in the Company’s 2022 Proxy Statement, herein incorporated by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
a. Documents Filed as Part of the Report
The financial statements and financial statement schedules and reports of independent auditors have been filed as part of this Annual Report on Form 10-K as indicated in the Index to Consolidated Financial Statements and Financial Statement Schedules appearing on page 106 of this report. A listing of exhibits filed as part of the report appear below through page 104 of this report.
b. Exhibits
| Exhibit Number | Name | |||||||
| 2.1 | ||||||||
| 2.2 | Subscription and Purchase Agreement dated October 1, 2020 by and among Ark Insurance Holdings Limited, Bridge Holdings (Bermuda) Ltd., White Mountains Insurance Group, Ltd. and the selling shareholders party thereto (incorporated by reference herein to Exhibit 2.1 of the Company’s Current Report on Form 8-K dated October 1, 2020) | |||||||
| 2.3 | Subscription and Purchase Agreement amended and restated on December 14, 2020 by and among Ark Insurance Holdings Limited, Bridge Holdings (Bermuda) Ltd., White Mountains Insurance Group, Ltd. and the selling shareholders party thereto (incorporated by reference herein to Exhibit 2.1 of the Company’s Current Report on Form 8-K dated December 15, 2020) | |||||||
| 2.4 | Management Warranty Deed dated October 1, 2020 by and among Ian Beaton, Nicholas Bonnar, Neil Smith and Bridge Holdings (Bermuda) Ltd. (incorporated by reference herein to Exhibit 2.2 of the Company’s Current Report on Form 8-K dated October 1, 2020) | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 4 | ||||||||
| 10.1 | White Mountains Long-Term Incentive Plan, as amended (incorporated by reference to Appendix A of the Company’s Notice of 2013 Annual General Meeting of Members and Proxy Statement dated April 10, 2013) | |||||||
| 10.2 | White Mountains Long-Term Incentive Plan, as amended (incorporated by reference herein to Appendix A of the Company’s Notice of 2019 Annual General Meeting of Members and Proxy Statement dated April 8, 2019) | |||||||
| 10.3 | Regulation 114 Trust Agreement by and among Build America Mutual Assurance Company, HG Re Ltd. and The Bank of New York Mellon, dated as of July 20, 2012 (incorporated by reference herein to Exhibit 10.2 of the Company’s Report on 10-Q dated October 30, 2012) | |||||||
| 10.4 | Second Amended and Restated Surplus Note Purchase Agreement between Build America Mutual Assurance Company, as Issuer and HG Holdings Ltd. and HG Re Ltd. as Purchasers, dated August 14, 2017 (incorporated by reference herein and filed as Exhibit 99.(d)(7) of the Company’s Schedule TO dated April 10, 2018) | |||||||
| 10.5 | Second Amended and Restated Supplemental Trust Agreement by and among Build America Mutual Assurance Company, HG Re Ltd. and The Bank of New York Mellon, dated December 4, 2018 (incorporated by reference herein to Exhibit 10.7 of the Company’s 2018 Annual Report on Form 10-K) | |||||||
| 10.6 | White Mountains Bonus Plan (incorporated by reference herein to Exhibit 10.1 of the Company’s Report on Form 10-Q dated May 6, 2019) | |||||||
| 10.7 | Credit Agreement Dated as of May 11, 2018 among NSM Insurance Group, LLC, as the Borrower, NSM Insurance Holdco, LLC, as Holdings, Ares Capital Corporation, as Administrative Agent, and the Lenders and L/C Issuers party thereto from time to time (incorporated by reference herein to Exhibit 10 of the Company’s Report on Form10-Q dated August 7, 2018) | |||||||
102
| Exhibit Number | Name | |||||||
| 10.8 | FIRST AMENDMENT dated as of December 3, 2018, among NSM INSURANCE GROUP, LLC, a Delaware limited liability company, NSM INSURANCE HOLDCO, LLC, a Delaware limited liability company, the other LOAN PARTIES party thereto, ARES CAPITAL CORPORATION, a Maryland corporation, as administrative agent, and the LENDERS party thereto (incorporated by reference herein to Exhibit 10.2 of the Company’s Report on Form 10-Q dated May 6, 2019) | |||||||
| 10.9 | SECOND AMENDMENT dated as of April 1, 2019, among NSM INSURANCE GROUP, LLC, a Delaware limited liability company, NSM INSURANCE HOLDCO, LLC, a Delaware limited liability company, the other LOAN PARTIES party thereto, ARES CAPITAL CORPORATION, a Maryland corporation, as administrative agent, and the LENDERS party thereto (incorporated by reference herein to Exhibit 10.3 of the Company’s Report on Form 10-Q dated May 6, 2019) | |||||||
| 10.10 | THIRD AMENDMENT dated as of June 28, 2019, among NSM INSURANCE GROUP, LLC, a Delaware limited liability company, NSM INSURANCE HOLDCO, LLC, a Delaware limited liability company, the other LOAN PARTIES party thereto, ARES CAPITAL CORPORATION, a Maryland corporation, as administrative agent, and the LENDERS party thereto (incorporated by reference herein to Exhibit 10 of the Company’s Report on Form 10-Q dated August 6, 2019) | |||||||
| 10.11 | FOURTH AMENDMENT dated as of April 7, 2020, among NSM INSURANCE GROUP, LLC, NSM INSURANCE HOLDCO, LLC, NSM UK HOLDINGS LTD, the other LOAN PARTIES party thereto, ARES CAPITAL CORPORATION, as administrative agent, and the LENDERS party thereto (incorporated by reference herein to Exhibit 10 of the Company’s Report on Form 10-Q dated May 8, 2020) | |||||||
| 10.12 | ||||||||
| 10.13 | ||||||||
| 10.14 | ||||||||
| 10.15 | ||||||||
| 10.16 | ||||||||
| 10.17 | ||||||||
| 10.18 | ||||||||
| 10.19 | ||||||||
| 10.20 | ||||||||
| 14 | ||||||||
| 21 | ||||||||
| 23.1 | ||||||||
| 23.2 | ||||||||
| 23.3 | ||||||||
| 24 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
103
| Exhibit Number | Name | |||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 101 | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
(*) Included herein.
(**) Portions of this exhibit are redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
(***) Exhibit 99.1 to this Annual Report on Form 10-K is being filed to provide audited financial statements and the related footnotes as of December 31, 2021 and 2020 and for the three years in the period ended December 31, 2021. The management of MediaAlpha is solely responsible for the form and content of the MediaAlpha financial statements. White Mountains has no responsibility for the form or content of the MediaAlpha financial statements since it does not control MediaAlpha.
(****) Exhibit 99.2 to this Annual Report on Form 10-K is being filed to provide audited financial statements and the related footnotes as of December 31, 2019 and for the period from February 26, 2019 through December 31, 2019. The management of MediaAlpha is solely responsible for the form and content of the QL Holdings financial statements. White Mountains has no responsibility for the form or content of the QL Holdings financial statements since it does not control MediaAlpha.
c. Financial Statement Schedules and Separate Financial Statements of Subsidiaries Not Consolidated and Fifty Percent or Less Owned Persons
The financial statement schedules and report of independent registered public accounting firm have been filed as part of this Annual Report on Form 10-K as indicated in the Index to Consolidated Financial Statements and Financial Statement Schedules appearing on page 106 of this report.
White Mountains is required to file the financial statements and the related footnotes of MediaAlpha in accordance with SEC Rule 3-09 of Regulation S-X.
Item 16. Form 10-K Summary.
None.
104
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WHITE MOUNTAINS INSURANCE GROUP, LTD. | |||||||||||
| Date: | February 28, 2022 | By: | /s/ MICHAELA J. HILDRETH | ||||||||
| Michaela J. Hildreth | |||||||||||
| Managing Director and Chief Accounting Officer | |||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ REID T. CAMPBELL | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | February 28, 2022 | ||||||||||||
| Reid T. Campbell | ||||||||||||||
| PETER M. CARLSON* | Director | February 28, 2022 | ||||||||||||
| Peter M. Carlson | ||||||||||||||
| MARY C. CHOKSI* | Director | February 28, 2022 | ||||||||||||
| Mary C. Choksi | ||||||||||||||
| MORGAN W. DAVIS* | Chairman | February 28, 2022 | ||||||||||||
| Morgan W. Davis | ||||||||||||||
| MARGARET DILLON* | Director | February 28, 2022 | ||||||||||||
| Margaret Dillon | ||||||||||||||
| PHILIP A. GELSTON* | Director | February 28, 2022 | ||||||||||||
| Philip A. Gelston | ||||||||||||||
| /s/ MICHAELA J. HILDRETH | Managing Director and Chief Accounting Officer (Principal Accounting Officer) | February 28, 2022 | ||||||||||||
| Michaela J. Hildreth | ||||||||||||||
| /s/ G. MANNING ROUNTREE | Chief Executive Officer (Principal Executive Officer) | February 28, 2022 | ||||||||||||
| G. Manning Rountree | ||||||||||||||
| SUZANNE SHANK* | Director | February 28, 2022 | ||||||||||||
| Suzanne Shank | ||||||||||||||
| DAVID A. TANNER* | Director | February 28, 2022 | ||||||||||||
| David A. Tanner | ||||||||||||||
| * By: | /s/ G. MANNING ROUNTREE | |||||||
G. Manning Rountree, Attorney-in-Fact | ||||||||
105
WHITE MOUNTAINS INSURANCE GROUP, LTD.
Index to Consolidated Financial Statements and Financial Statement Schedules
| Form 10-K Page(s) | ||||||||
| Consolidated financial statements: | ||||||||
Consolidated balance sheets at December 31, 2021 and 2020 | F - 1 | |||||||
December 31, 2021, 2020 and 2019 | F - 3 | |||||||
F - 5 | ||||||||
December 31, 2021, 2020 and 2019 | F - 6 | |||||||
F - 7 | ||||||||
F - 8 | ||||||||
| Other financial information: | ||||||||
Management’s annual report on internal control over financial reporting | F - 78 | |||||||
Report of independent registered public accounting firm (PCAOB ID: | F - 79 | |||||||
| Financial statement schedules: | ||||||||
FS-1 | ||||||||
Condensed financial information of the Registrant as of December 31, 2021 and 2020 and for each of the years ended December 31, 2021, 2020 and 2019 | FS-2 | |||||||
Supplementary insurance information as of December 31, 2021 and 2020 and for each of the years ended December 31, 2021, 2020 and 2019 | FS-5 | |||||||
Reinsurance for each of the years ended December 31, 2021, 2020 and 2019 | FS-6 | |||||||
| V | Valuation of qualifying accounts | FS-7 | ||||||
| VI | Supplemental information concerning property-casualty insurance operations | FS-8 | ||||||
106
CONSOLIDATED BALANCE SHEETS
| December 31, | ||||||||||||||
| Millions, Except Share and Per Share Amounts | 2021 | 2020 | ||||||||||||
| Assets | ||||||||||||||
| Financial Guarantee (HG Global/BAM) | ||||||||||||||
| Fixed maturity investments, at fair value | $ | $ | ||||||||||||
| Short-term investments, at fair value | ||||||||||||||
| Total investments | ||||||||||||||
| Cash | ||||||||||||||
| Insurance premiums receivable | ||||||||||||||
| Deferred acquisition costs | ||||||||||||||
| Other assets | ||||||||||||||
| Total Financial Guarantee assets | ||||||||||||||
| P&C Insurance and Reinsurance (Ark) | ||||||||||||||
| Fixed maturity investments, at fair value | ||||||||||||||
| Common equity securities, at fair value | ||||||||||||||
| Short-term investments, at fair value | ||||||||||||||
| Other long-term investments | ||||||||||||||
| Total investments | ||||||||||||||
| Cash | ||||||||||||||
| Reinsurance recoverables | ||||||||||||||
| Insurance premiums receivable | ||||||||||||||
| Ceded unearned premiums | ||||||||||||||
| Deferred acquisition costs and value of in-force business acquired | ||||||||||||||
| Goodwill and other intangible assets | ||||||||||||||
| Other assets | ||||||||||||||
| Total P&C Insurance and Reinsurance assets | ||||||||||||||
| Specialty Insurance Distribution (NSM) | ||||||||||||||
Cash (restricted $ | ||||||||||||||
| Premium and commission receivable | ||||||||||||||
| Goodwill and other intangible assets | ||||||||||||||
| Other assets | ||||||||||||||
| Total Specialty Insurance Distribution assets | ||||||||||||||
| Asset Management (Kudu) | ||||||||||||||
| Other long-term investments | ||||||||||||||
Cash (restricted $ | ||||||||||||||
| Accrued investment income | ||||||||||||||
| Goodwill and other intangible assets | ||||||||||||||
| Other assets | ||||||||||||||
| Total Asset Management assets | ||||||||||||||
| Other Operations | ||||||||||||||
| Fixed maturity investments, at fair value | ||||||||||||||
| Short-term investments, at fair value | ||||||||||||||
| Investment in MediaAlpha, at fair value | ||||||||||||||
| Other long-term investments | ||||||||||||||
| Total investments | ||||||||||||||
| Cash | ||||||||||||||
| Cash pre-funded/placed in escrow for Ark Transaction | ||||||||||||||
| Goodwill and other intangible assets | ||||||||||||||
| Other assets | ||||||||||||||
| Assets held for sale | ||||||||||||||
| Total Other Operations assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
See Notes to Consolidated Financial Statements.
F - 1
CONSOLIDATED BALANCE SHEETS (CONTINUED)
| December 31, | ||||||||||||||
| Millions, Except Share and Per Share Amounts | 2021 | 2020 | ||||||||||||
| Liabilities | ||||||||||||||
| Financial Guarantee (HG Global/BAM) | ||||||||||||||
| Unearned insurance premiums | $ | $ | ||||||||||||
| Accrued incentive compensation | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total Financial Guarantee liabilities | ||||||||||||||
| P&C Insurance and Reinsurance (Ark) | ||||||||||||||
| Loss and loss adjustment expense reserves | ||||||||||||||
| Unearned insurance premiums | ||||||||||||||
| Debt | ||||||||||||||
| Reinsurance payable | ||||||||||||||
| Contingent consideration | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total P&C Insurance and Reinsurance liabilities | ||||||||||||||
| Specialty Insurance Distribution (NSM) | ||||||||||||||
| Debt | ||||||||||||||
| Premiums payable | ||||||||||||||
| Contingent consideration | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total Specialty Insurance Distribution liabilities | ||||||||||||||
| Asset Management (Kudu) | ||||||||||||||
| Debt | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total Asset Management liabilities | ||||||||||||||
| Other Operations | ||||||||||||||
| Debt | ||||||||||||||
| Accrued incentive compensation | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total Other Operations liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Equity | ||||||||||||||
| White Mountains’s common shareholders’ equity | ||||||||||||||
White Mountains’s common shares at $ issued and outstanding | ||||||||||||||
| Paid-in surplus | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive gain (loss), after-tax: | ||||||||||||||
| Net unrealized foreign currency translation and interest rate swap gains (losses) | ( | |||||||||||||
| Total White Mountains’s common shareholders’ equity | ||||||||||||||
| Non-controlling interests | ( | |||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
See Notes to Consolidated Financial Statements including Note 14 Common Shareholders’ Equity and Non-controlling Interests and Note 20 for Commitments and Contingencies.
F - 2
CONSOLIDATED STATEMENTS OF OPERATIONS
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Financial Guarantee (HG Global/BAM) | ||||||||||||||||||||
| Earned insurance premiums | $ | $ | $ | |||||||||||||||||
| Net investment income | ||||||||||||||||||||
| Net realized and unrealized investment gains (losses) | ( | |||||||||||||||||||
| Other revenues | ||||||||||||||||||||
| Total Financial Guarantee revenues | ||||||||||||||||||||
| P&C Insurance and Reinsurance (Ark) | ||||||||||||||||||||
| Earned insurance premiums | $ | $ | $ | |||||||||||||||||
| Net investment income | ||||||||||||||||||||
| Net realized and unrealized investment gains (losses) | ||||||||||||||||||||
| Other revenues | ||||||||||||||||||||
| Total P&C Insurance and Reinsurance revenues | ||||||||||||||||||||
| Specialty Insurance Distribution (NSM) | ||||||||||||||||||||
Commission revenues | ||||||||||||||||||||
Other revenues | ||||||||||||||||||||
| Total Specialty Insurance Distribution revenues | ||||||||||||||||||||
| Asset Management (Kudu) | ||||||||||||||||||||
| Net investment income | ||||||||||||||||||||
| Net realized and unrealized investment gains (losses) | ||||||||||||||||||||
| Other revenues | ||||||||||||||||||||
| Total Asset Management revenues | ||||||||||||||||||||
| Marketing Technology (MediaAlpha) | ||||||||||||||||||||
| Advertising and commission revenues | ||||||||||||||||||||
| Total Marketing Technology revenues | ||||||||||||||||||||
| Other Operations | ||||||||||||||||||||
| Net investment income | ||||||||||||||||||||
| Net realized and unrealized investment gains (losses) | ( | |||||||||||||||||||
| Net realized and unrealized investment gains (losses) from investment in MediaAlpha | ( | |||||||||||||||||||
| Realized gain (loss) from the 2019 MediaAlpha Transaction | ||||||||||||||||||||
| Commission revenues | ||||||||||||||||||||
| Other revenues | ||||||||||||||||||||
| Total Other Operations revenues | ( | |||||||||||||||||||
| Total revenues | $ | $ | $ | |||||||||||||||||
See Notes to Consolidated Financial Statements.
F - 3
CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Expenses: | ||||||||||||||||||||
| Financial Guarantee (HG Global/BAM) | ||||||||||||||||||||
| Insurance acquisition expenses | $ | $ | $ | |||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||
| Total Financial Guarantee expenses | ||||||||||||||||||||
| P&C Insurance and Reinsurance (Ark) | ||||||||||||||||||||
| Loss and loss adjustment expenses | ||||||||||||||||||||
| Insurance and reinsurance acquisition expenses | ||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||
| Interest expense | ||||||||||||||||||||
| Total P&C Insurance and Reinsurance expenses | ||||||||||||||||||||
| Specialty Insurance Distribution (NSM) | ||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||
| Broker commission expense | ||||||||||||||||||||
| Change in fair value of contingent consideration | ( | |||||||||||||||||||
| Amortization of other intangible assets | ||||||||||||||||||||
| Loss on assets held for sale | ||||||||||||||||||||
| Interest expense | ||||||||||||||||||||
| Total Specialty Insurance Distribution expenses | ||||||||||||||||||||
| Asset Management (Kudu) | ||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||
| Amortization of other intangible assets | ||||||||||||||||||||
| Interest expense | ||||||||||||||||||||
| Total Asset Management expenses | ||||||||||||||||||||
| Marketing Technology (MediaAlpha) | ||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||
| Amortization of other intangible assets | ||||||||||||||||||||
| Interest expense | ||||||||||||||||||||
| Total Marketing Technology expenses | ||||||||||||||||||||
| Other Operations | ||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||
| Amortization of other intangible assets | ||||||||||||||||||||
| Interest expense | ||||||||||||||||||||
| Total Other Operations expenses | ||||||||||||||||||||
| Total expenses | ||||||||||||||||||||
| Pre-tax income (loss) from continuing operations | ( | |||||||||||||||||||
| Income tax (expense) benefit | ( | ( | ||||||||||||||||||
| Net income (loss) from continuing operations | ( | |||||||||||||||||||
| Net gain (loss) from sale of discontinued operations, net of tax | ( | |||||||||||||||||||
| Net income (loss) | ( | |||||||||||||||||||
| Net income (loss) attributable to non-controlling interests | ||||||||||||||||||||
| Net income (loss) attributable to White Mountains’s common shareholders | $ | ( | $ | $ | ||||||||||||||||
See Notes to Consolidated Financial Statements.
F - 4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| Year Ended December 31, | ||||||||||||||||||||
| Millions, except for per share amounts | 2021 | 2020 | 2019 | |||||||||||||||||
| Net income (loss) attributable to White Mountains’s common shareholders | $ | ( | $ | $ | ||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | |||||||||||||||||||
| Comprehensive income (loss) | ( | |||||||||||||||||||
| Comprehensive (income) loss attributable to non-controlling interests | ( | |||||||||||||||||||
| Comprehensive income (loss) attributable to White Mountains’s common shareholders | $ | ( | $ | $ | ||||||||||||||||
| Earnings (loss) per share attributable to White Mountains’s common shareholders: | ||||||||||||||||||||
| Basic earnings (loss) per share | ||||||||||||||||||||
| Continuing operations | $ | ( | $ | $ | ||||||||||||||||
| Discontinued operations | ( | |||||||||||||||||||
| Total consolidated operations | $ | ( | $ | $ | ||||||||||||||||
| Diluted earnings (loss) per share | ||||||||||||||||||||
| Continuing operations | $ | ( | $ | $ | ||||||||||||||||
| Discontinued operations | ( | |||||||||||||||||||
| Total consolidated operations | $ | ( | $ | $ | ||||||||||||||||
| Dividends declared and paid per White Mountains’s common share | $ | $ | $ | |||||||||||||||||
See Notes to Consolidated Financial Statements.
F - 5
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
| White Mountains’s Common Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||
| Millions | Common Shares and Paid-in Surplus | Retained Earnings | AOCL, After-tax | Total | Non-controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||
| Balances at December 31, 2018 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | |||||||||||||||||||||||||||||||||||
| Net change in foreign currency translation and other | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Dividends declared on common shares | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||
Dividends to non-controlling interests | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Issuances of common shares | — | — | — | |||||||||||||||||||||||||||||||||||
Repurchases and retirements of common shares | ( | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| BAM member surplus contribution, net of tax | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Amortization of restricted share awards | — | — | — | |||||||||||||||||||||||||||||||||||
| Recognition of equity-based compensation expense of subsidiaries | — | — | — | |||||||||||||||||||||||||||||||||||
| Net contributions and dilution from other non-controlling interests | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Acquisition of non-controlling interests | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Deconsolidation of non-controlling interests associated with the 2019 MediaAlpha Transaction | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Balances at December 31, 2019 | ( | ( | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | |||||||||||||||||||||||||||||||||||
| Net change in foreign currency translation and other | — | — | ||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | — | ( | ||||||||||||||||||||||||||||||||||||
| Dividends declared on common shares | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||
Dividends to non-controlling interests | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Issuances of common shares | — | — | — | |||||||||||||||||||||||||||||||||||
Repurchases and retirements of common shares | ( | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| BAM member surplus contribution, net of tax | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Amortization of restricted share awards | — | — | — | |||||||||||||||||||||||||||||||||||
| Recognition of equity-based compensation expense of subsidiaries | — | — | ||||||||||||||||||||||||||||||||||||
| Net contributions and dilution from other non-controlling interests | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Acquisition of non-controlling interests | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Balances at December 31, 2020 | ( | ( | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Net change in foreign currency translation and other | — | — | — | |||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Dividends declared on common shares | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Dividends to non-controlling interests | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Issuances of common shares | — | — | — | |||||||||||||||||||||||||||||||||||
| Issuances of shares of non-controlling interests | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Repurchases and retirements of common shares | ( | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| BAM member surplus contribution, net of tax | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Amortization of restricted share awards | — | — | — | |||||||||||||||||||||||||||||||||||
| Recognition of equity-based compensation expense of subsidiaries | — | — | ||||||||||||||||||||||||||||||||||||
| Net contributions and dilution from other non-controlling interests | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Acquisition of non-controlling interests | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Balances at December 31, 2021 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
F - 6
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Cash flows from operations: | ||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ||||||||||||||||
| Adjustments to reconcile net income to net cash used for operations: | ||||||||||||||||||||
| Net realized and unrealized investment (gains) losses | ( | ( | ( | |||||||||||||||||
| Net realized and unrealized investment (gains) losses from MediaAlpha | ( | ( | ||||||||||||||||||
| Realized (gain) loss from the 2019 MediaAlpha Transaction | ( | |||||||||||||||||||
| Amortization of restricted share awards | ||||||||||||||||||||
| Amortization and depreciation | ||||||||||||||||||||
| Deferred income tax expense (benefit) | ( | |||||||||||||||||||
| Net (gain) loss from sale of discontinued operations, net of tax | ( | ( | ||||||||||||||||||
| Other operating items: | ||||||||||||||||||||
| Net change in reinsurance recoverables | ( | |||||||||||||||||||
| Net change in insurance premiums receivable | ( | |||||||||||||||||||
| Net change in commissions receivable | ( | ( | ( | |||||||||||||||||
| Net change in ceded unearned premiums | ||||||||||||||||||||
| Net change in loss and loss adjustment expense reserves | ||||||||||||||||||||
| Net change in premiums payable | ||||||||||||||||||||
| Net change in unearned insurance premiums | ||||||||||||||||||||
| Net change in deferred acquisition costs | ( | ( | ( | |||||||||||||||||
| Net change in reinsurance payable | ( | |||||||||||||||||||
| Net change in restricted cash | ||||||||||||||||||||
| Net change in investments in Kudu Participation Contracts | ( | ( | ( | |||||||||||||||||
| Net change in other assets and liabilities, net | ||||||||||||||||||||
| Net cash provided from (used for) operations | ( | ( | ||||||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
| Net change in short-term investments | ||||||||||||||||||||
| Sales of fixed maturity investments | ||||||||||||||||||||
| Maturities, calls and paydowns of fixed maturity investments | ||||||||||||||||||||
| Sales of common equity securities | ||||||||||||||||||||
| Distributions and redemptions of other long-term investments and settlements of forward contracts | ||||||||||||||||||||
| Purchases of other long-term investments | ( | ( | ( | |||||||||||||||||
| Purchases of common equity securities | ( | ( | ( | |||||||||||||||||
| Purchases of fixed maturity and convertible investments | ( | ( | ( | |||||||||||||||||
Purchases of consolidated subsidiaries, net of cash acquired of $ | ( | ( | ( | |||||||||||||||||
| Release of cash pre-funded/placed in escrow for Ark Transaction | ( | |||||||||||||||||||
| Other investing activities, net | ( | ( | ||||||||||||||||||
| Net cash provided from (used for) investing activities | ( | ( | ||||||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||
| Draw down of debt and revolving lines of credit | ||||||||||||||||||||
| Repayment of debt and revolving lines of credit | ( | ( | ( | |||||||||||||||||
| Cash dividends paid to the Company’s common shareholders | ( | ( | ( | |||||||||||||||||
| Acquisition of subsidiary shares by non-controlling interest shareholders | ||||||||||||||||||||
| Common shares repurchased | ( | ( | ||||||||||||||||||
| Acquisition of subsidiary shares from non-controlling interest shareholders | ( | ( | ( | |||||||||||||||||
| Proceeds from issuance of shares to non-controlling interest shareholders | ||||||||||||||||||||
| Net contributions from non-controlling interest shareholders | ( | |||||||||||||||||||
| Contingent considerations related to acquisition of subsidiaries | ( | ( | ||||||||||||||||||
| Capital contributions from BAM members | ||||||||||||||||||||
| Fidus Re premium payments | ( | ( | ( | |||||||||||||||||
| Other financing activities, net | ( | ( | ( | |||||||||||||||||
| Net cash provided from (used for) financing activities | ||||||||||||||||||||
| Effect of exchange rate changes on cash | ( | |||||||||||||||||||
| Net change in cash during the period - continuing operations, including the effect of exchange rate changes | ||||||||||||||||||||
Cash balance at beginning of year (includes restricted cash balances of $ | ||||||||||||||||||||
Cash balance at end of year (includes restricted cash balances of $ | $ | $ | $ | |||||||||||||||||
See Notes to Consolidated Financial Statements.
F - 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
White Mountains Insurance Group, Ltd. (the “Company” or the “Registrant”) is an exempted Bermuda limited liability company whose principal businesses are conducted through its subsidiaries and other affiliates. The Company’s headquarters is located at 26 Reid Street, Hamilton, Bermuda HM 11, its principal executive office is located at 23 South Main Street, Suite 3B, Hanover, New Hampshire 03755-2053 and its registered office is located at Clarendon House, 2 Church Street, Hamilton, Bermuda HM 11. The Company’s website is located at www.whitemountains.com. The information contained on White Mountains’s website is not incorporated by reference into, and is not a part of, this report.
Consolidation Principles
Under GAAP, the Company is required to consolidate any entity in which it holds a controlling financial interest. A controlling financial interest is usually in the form of an investment representing the majority of the subsidiary’s voting interests. However, a controlling financial interest may also arise from a financial interest in a variable interest entity (“VIE”) through arrangements that do not involve ownership of voting interests. The Company consolidates a VIE if it determines that it is the primary beneficiary. The primary beneficiary is defined as the entity who holds a variable interest that gives it both the power to direct the VIE’s activities that most significantly impact its economic performance and the obligation to absorb losses of, or the right to receive returns from, the VIE that could potentially be significant to the VIE. See Note 18 — “Variable Interest Entities”.
Use of Estimates
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.
Reportable Segments
White Mountains has determined its reportable segments based on the nature of the underlying businesses, the manner in which the Company’s subsidiaries and affiliates are organized and managed and the organization of the financial information provided to the chief operating decision maker to assess performance and make decisions regarding allocation of resources. As of December 31, 2021, White Mountains’s reportable segments were HG Global/BAM, Ark, NSM, Kudu and Other Operations. On February 26, 2019, MediaAlpha, Inc. (“MediaAlpha”), completed the sale of a significant minority stake to Insignia Capital Group in connection with a recapitalization and cash distribution to existing equityholders (the “2019 MediaAlpha Transaction”). MediaAlpha also repurchased a portion of the holdings of existing equityholders. White Mountains deconsolidated MediaAlpha as a result of the 2019 MediaAlpha Transaction, and consequently it was no longer a reportable segment. White Mountains’s consolidated statement of comprehensive income (loss) and its segment disclosures include MediaAlpha’s results of operations through the date of the 2019 MediaAlpha Transaction. See Note 2 — “Significant Transactions” and Note 16 — “Segment Information”.
The HG Global/BAM segment consists of HG Global Ltd. and its wholly-owned subsidiaries (“HG Global”) and the consolidated results of Build America Mutual Assurance Company (“BAM”) (collectively, “HG Global/BAM”). BAM is the first and only mutual municipal bond insurance company in the United States. By insuring the timely payment of principal and interest, BAM provides market access to, and lowers interest expense for, issuers of municipal bonds used to finance essential public purpose projects, such as schools, utilities and transportation facilities. BAM is owned by and operated for the benefit of its members, the municipalities that purchase BAM’s insurance for their debt issuances. HG Global was established to fund the startup of BAM and, through its reinsurance subsidiary HG Re Ltd. (“HG Re”), to provide up to 15 %-of-par, first loss reinsurance protection for policies underwritten by BAM. HG Global, together with its subsidiaries, funded the initial capitalization of BAM through the purchase of $503.0 million of surplus notes issued by BAM (the “BAM Surplus Notes”). As of December 31, 2021 and 2020, White Mountains owned 96.9 88.4
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The Ark segment consists of Ark Insurance Holdings Limited and its subsidiaries (collectively, “Ark”). Ark is a specialty property and casualty insurance and reinsurance company that offers a wide range of niche insurance and reinsurance products, including property, marine & energy, specialty, accident & health and casualty. Ark underwrites select coverages through its two major subsidiaries in the United Kingdom and Bermuda. On January 1, 2021, White Mountains acquired a controlling ownership interest in Ark (the “Ark Transaction”). See Note 2 — “Significant Transactions”. As of December 31, 2021, White Mountains owned 72.0 % of Ark on a basic shares outstanding basis (63.0 % after taking account of management’s equity incentives). The remaining shares are owned by employees. In the future, management rollover shareholders could earn additional shares in Ark if and to the extent that White Mountains achieves certain multiple of invested capital return thresholds. If fully earned, these additional shares would represent 12.5 % of the shares outstanding at closing.
NSM is a full-service managing general agent (“MGA”) and program administrator with delegated binding authorities for specialty property and casualty insurance. The company places insurance in niche sectors such as specialty transportation, real estate, social services and pet. On behalf of its insurance carrier partners, NSM typically manages all aspects of the placement process, including product development, marketing, underwriting, policy issuance and claims. NSM earns commissions based on the volume and profitability of the insurance that it places. NSM does not take insurance risk. On May 11, 2018, White Mountains acquired a controlling ownership interest in NSM. See Note 2 — “Significant Transactions”. As of December 31, 2021 and 2020, White Mountains owned 96.5 % and 96.6 % of the basic units outstanding of NSM (87.3 % and 89.6 % on a fully diluted, fully converted basis).
The Kudu segment consists of Kudu Investment Management, LLC and its subsidiaries (collectively “Kudu”). Kudu provides capital solutions for boutique asset managers for a variety of purposes including generational ownership transfers, management buyouts, acquisition and growth finance and legacy partner liquidity. Kudu also provides strategic assistance to investees from time to time. Kudu’s capital solutions typically are structured as minority preferred equity stakes with distribution rights, generally tied to gross revenues and designed to generate immediate strong, stable cash yields. On April 4, 2019, White Mountains acquired a controlling ownership interest in Kudu (the “Kudu Transaction”). See Note 2 — “Significant Transactions”. As of December 31, 2021 and 2020, White Mountains owned 99.3 % and 99.3 % of the basic units outstanding of Kudu (84.7 % and 85.4 % on a fully diluted, fully converted basis).
The Other Operations segment consists of the Company and its wholly-owned subsidiary, White Mountains Capital, LLC, (“WM Capital”) its other intermediate holding companies, its wholly-owned investment management subsidiary, White Mountains Advisors LLC (“WM Advisors”), investment assets managed by WM Advisors, its interests in MediaAlpha (for periods after the 2019 MediaAlpha Transaction), PassportCard Limited (“PassportCard”) and DavidShield Life Insurance Agency (2000) Ltd. (“DavidShield”) (collectively, “PassportCard/ DavidShield”), Elementum Holdings LP (“Elementum”), Kudu (for periods prior to the Kudu Transaction), certain other consolidated and unconsolidated entities (“Other Operating Businesses”) and certain other assets.
The MediaAlpha segment consisted of QL Holdings LLC and its wholly-owned subsidiary QuoteLab, LLC (collectively
“MediaAlpha”). MediaAlpha is a marketing technology company. It operates a transparent and efficient customer acquisition technology platform that facilitates real-time transactions between buyers and sellers of consumer referrals (i.e., clicks, calls and leads), primarily in the property & casualty, health and life insurance verticals. MediaAlpha generates revenue by earning a fee for each consumer referral sold on its platform. A transaction becomes payable only on a qualifying consumer action, and is not contingent on the sale of a product to the consumer. MediaAlpha’s core verticals are property & casualty insurance, health insurance and life insurance. White Mountains deconsolidated MediaAlpha as a result of the 2019 MediaAlpha Transaction and stopped reporting it as a segment. Following the 2019 MediaAlpha Transaction, White Mountains’s non-controlling equity interest in MediaAlpha was accounted for at fair value within other long-term investments. See Note 2 — “Significant Transactions”.
Held for Sale and Discontinued Operations
White Mountains recognizes assets and liabilities classified as held for sale at the lower of carrying value on the date the asset is initially classified as held for sale or fair value less costs to sell. At the time of reclassification to held for sale, White Mountains ceases recognizing depreciation and amortization on assets held for sale. The results of operations of a business that has either been disposed of or are classified as held for sale are reported in discontinued operations if the disposal of the business represents a strategic shift that has (or will have) a major effect on White Mountains operations and financial results. See Note 21 — “Held for Sale and Discontinued Operations”.
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Significant Accounting Policies
Investment Securities
As of December 31, 2021 and 2020, White Mountains’s invested assets consisted of securities and other investments held for general investment purposes. White Mountains’s portfolio of fixed maturity investments, common equity securities, its investment in MediaAlpha, and other long-term investments held for general investment purposes are generally classified as trading securities and are reported at fair value as of the balance sheet date. Changes in net unrealized investment gains (losses) are reported pre-tax in revenues. Realized investment gains (losses) are accounted for using the specific identification method and are reported pre-tax in revenues. Premiums and discounts on all fixed maturity investments are amortized and accreted to income over the anticipated life of the investment.
Short-term investments consist of interest-bearing 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 fair value, which approximated amortized or accreted cost as of December 31, 2021 and 2020.
White Mountains’s invested assets that are measured at fair value include fixed maturity investments, common equity securities, its investment in MediaAlpha, and other long-term investments, that consists primarily of unconsolidated entities, including non-controlling equity interests in the form of revenue and earnings participation contracts (“Kudu’s Participation Contracts”), a bank loan fund, private equity funds, hedge funds, Lloyd’s trust deposits, insurance-linked securities (“ILS”) funds and private debt instruments. Whenever possible, White Mountains estimates fair value using valuation methods that maximize the use of quoted prices and other observable inputs.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price) at a particular measurement date. Fair value measurements are categorized into a hierarchy that distinguishes between inputs based on market data from independent sources (observable inputs) and a reporting entity’s internal assumptions based upon the best information available when external market data is limited or unavailable (unobservable inputs). Quoted prices in active markets for identical assets have the highest priority (“Level 1”), followed by observable inputs other than quoted prices including prices for similar but not identical assets or liabilities (“Level 2”), and unobservable inputs, including the reporting entity’s estimates of the assumptions that market participants would use, having the lowest priority (“Level 3”).
Assets and liabilities carried at fair value include substantially all of White Mountains’s investment portfolio, and derivative instruments, both exchange-traded and over the counter instruments. Valuation of assets and liabilities measured at fair value require management to make estimates and apply judgment to matters that may carry a significant degree of uncertainty. In determining fair value estimates, White Mountains uses a variety of valuation approaches and inputs. Whenever possible, White Mountains estimates fair value using valuation methods that maximize the use of quoted market prices or other observable inputs. Where appropriate, assets and liabilities measured at fair value have been adjusted for the effect of counterparty credit risk.
White Mountains uses outside pricing services and brokers to assist in determining fair values. The outside pricing services White Mountains uses have indicated that they will only provide prices where observable inputs are available. As of December 31, 2021, approximately 68 % of the investment portfolio recorded at fair value was priced based upon quoted market prices or other observable inputs.
Level 1 Measurements
Investments valued using Level 1 inputs include White Mountains’s fixed maturity investments, primarily investments in U.S. Treasuries and short-term investments, which include U.S. Treasury Bills, common equity securities, and its investment in MediaAlpha following the MediaAlpha IPO. For investments in active markets, White Mountains uses the quoted market prices provided by outside pricing services to determine fair value.
Level 2 Measurements
Investments valued using Level 2 inputs include fixed maturity investments which have been disaggregated into classes, including debt securities issued by corporations, municipal obligations and mortgage and asset-backed securities. Investments valued using Level 2 inputs also include certain passive exchange traded funds (“ETFs”) that track U.S. stock indices such as the S&P 500 Index, but are traded on foreign exchanges, which White Mountains values using the fund manager’s published net asset value per share (“NAV”) to account for the difference in market close times.
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In circumstances where quoted market prices are unavailable or are not considered reasonable, White Mountains estimates the fair value using industry standard pricing methodologies and observable inputs such as benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers, credit ratings, prepayment speeds, reference data including research publications and other relevant inputs. Given that many fixed maturity investments do not trade on a daily basis, the outside pricing services evaluate a wide range of fixed maturity investments by regularly drawing parallels from recent trades and quotes of comparable securities with similar features. The characteristics used to identify comparable fixed maturity investments vary by asset type and take into account market convention.
White Mountains’s process to assess the reasonableness of the market prices obtained from the outside pricing sources covers substantially all of its fixed maturity investments and includes, but is not limited to, the evaluation of pricing methodologies and a review of the pricing services’ quality control procedures on at least an annual basis, a comparison of its invested asset prices obtained from alternate independent pricing vendors on at least a semi-annual basis, monthly analytical reviews of certain prices and a review of the underlying assumptions utilized by the pricing services for select measurements on an ad hoc basis throughout the year. White Mountains also performs back-testing of selected investment sales activity to determine whether there are any significant differences between the market price used to value the security prior to sale and the actual sale price of the security on an ad-hoc basis throughout the year. Prices provided by the pricing services that vary by more than $0.5 million and 5 % from the expected price based on these assessment procedures are considered outliers, as are prices that have not changed from period to period and prices that have trended unusually compared to market conditions. In circumstances where the results of White Mountains’s review process does not appear to support the market price provided by the pricing services, White Mountains challenges the vendor provided price. If White Mountains cannot gain satisfactory evidence to support the challenged price, White Mountains will rely upon its own internal pricing methodologies to estimate the fair value of the security in question.
The valuation process described above is generally applicable to all of White Mountains’s fixed maturity investments. The techniques and inputs specific to asset classes within White Mountains’s fixed maturity investments for Level 2 securities that use observable inputs are as follows:
Debt Securities Issued by Corporations
The fair value of debt securities issued by corporations is determined from a pricing evaluation technique that uses information from market sources and integrates relative credit information, observed market movements, and sector news. Key inputs include benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including sector, coupon, credit quality ratings, duration, credit enhancements, early redemption features and market research publications.
Municipal Obligations
The fair value of municipal obligations is determined from a pricing evaluation technique that uses information from market makers, brokers-dealers, buy-side firms, and analysts along with general market information. Key inputs include benchmark yields, reported trades, issuer financial statements, material event notices and new issue data, as well as broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including type, coupon, credit quality ratings, duration, credit enhancements, geographic location and market research publications.
Mortgage and Asset-Backed Securities and Collateralized Loan Obligations
The fair value of mortgage and asset-backed securities and collateralized loan obligations is determined from a pricing evaluation technique that uses information from market sources and leveraging similar securities. Key inputs include benchmark yields, reported trades, underlying tranche cash flow data, collateral performance, plus new issue data, as well as broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including issuer, vintage, loan type, collateral attributes, prepayment speeds, default rates, recovery rates, cash flow stress testing, credit quality ratings and market research publications.
Level 3 Measurements
Fair value estimates for investments that trade infrequently and have few or no quoted market prices or other observable inputs are classified as Level 3 measurements. Investments valued using Level 3 fair value estimates are based upon unobservable inputs and include investments in certain fixed maturity investments, common equity securities and other long-term investments where quoted market prices or other observable inputs are unavailable or are not considered reliable or reasonable.
Level 3 valuations are generated from techniques that use assumptions not observable in the market. These unobservable inputs reflect White Mountains’s assumptions of what market participants would use in valuing the investment. In certain circumstances, investment securities may start out as Level 3 when they are originally issued, but as observable inputs become available in the market, they may be reclassified to Level 2. Transfers of securities between levels are based on investments held as of the beginning of the period.
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Other Long-Term Investments
As of December 31, 2021, White Mountains owned a portfolio of other long-term investments valued at $1.4 billion, that consisted primarily of unconsolidated entities, including Kudu’s Participation Contracts, a bank loan fund, private equity funds, a hedge fund, Lloyd’s trust deposits, ILS funds and private debt instruments. As of December 31, 2021, $890.6 million of White Mountains’s other long-term investments that consisted primarily of unconsolidated entities, including Kudu’s Participation Contracts and private debt instruments were classified as Level 3 investments in the GAAP fair value hierarchy, were not actively traded in public markets and did not have readily observable market prices. The determination of the fair value of these securities involves significant management judgment, and the use of valuation models and assumptions that are inherently subjective and uncertain. As of December 31, 2021, $482.5 million of White Mountains’s other long-term investments, consisting of a bank loan fund, private equity funds, a hedge fund, Lloyd’s trust deposits and ILS funds, were valued at fair value using NAV as a practical expedient. Investments for which fair value is measured at NAV using the practical expedient are not classified within the fair value hierarchy.
White Mountains may use a variety of valuation techniques to determine fair value depending on the nature of the investment, including a discounted cash flow analysis, market multiple approach, cost approach and/or liquidation analysis. On an ongoing basis, White Mountains also considers qualitative changes in facts and circumstances, which may impact the valuation of unconsolidated entities, including economic and market changes in relevant industries, changes to the entity’s capital structure, business strategy and key personnel, and any recent transactions relating to the unconsolidated entity. On a quarterly basis, White Mountains evaluates the most recent qualitative and quantitative information of the business and completes a fair valuation analysis for all Level 3 other long-term investments. Periodically, and at least on an annual basis, White Mountains uses a third-party valuation firm to complete an independent valuation analysis of significant unconsolidated entities.
Other Long-term Investments - NAV
White Mountains’s portfolio of other long-term investments includes investments in a bank loan fund, private equity funds, hedge funds, Lloyd’s trust deposits and ILS funds, which are valued at fair value using NAV as a practical expedient. White Mountains employs a number of procedures to assess the reasonableness of the fair value measurements for other long-term investments measured at NAV, including obtaining and reviewing periodic and audited annual financial statements as well as periodically discussing each fund’s pricing with the fund manager. However, since the fund managers do not provide sufficient information to evaluate the pricing methods and inputs for each underlying investment, White Mountains considers the valuation inputs to be unobservable. The fair value of White Mountains’s other long-term investments measured at NAV are generally determined using the fund manager’s NAV. In the event that White Mountains believes the fair value differs from the NAV reported by the fund manager due to illiquidity or other factors, White Mountains will adjust the reported NAV to more appropriately represent the fair value of its investment.
Cash and Restricted Cash
Cash includes amounts on hand and demand deposits with banks and other financial institutions. Amounts presented in the statement of cash flows are shown net of balances acquired and sold in the purchase or sale of the Company’s consolidated subsidiaries.
Cash balances that are not immediately available for general corporate purposes, including fiduciary accounts held by NSM on behalf of insurance carriers and the interest reserve account that Kudu maintains under its credit facility, are classified as restricted.
Derivatives
From time to time, White Mountains holds derivative financial instruments for risk management purposes. White Mountains recognizes all derivatives as either assets or liabilities, measured at fair value, on its consolidated balance sheet. Changes in the fair value of derivative instruments that meet the criteria for hedge accounting are recognized in other comprehensive income (loss) and reclassified into current period pre-tax income (loss) when the hedged items are recognized therein. Changes in the fair value of derivative instruments that do not meet the criteria for hedge accounting are recognized in current period pre-tax income (loss).
As of December 31, 2021 and 2020, White Mountains holds interest rate cap derivative instruments that do not meet the criteria for hedge accounting. As of December 31, 2021 and 2020, White Mountains holds an interest rate swap derivative instrument that meets the criteria for hedge accounting. See Note 9 — “Derivatives”.
Municipal Bond Guarantee Insurance
All of the contracts issued by BAM are accounted for as insurance contracts under ASC 944-605, Financial Guarantee Insurance Contracts. For capital appreciation bonds, par is adjusted to the estimated equivalent par value for current interest paying bonds. See Note 10 — “Municipal Bond Guarantee Insurance”.
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Premiums are generally received upfront and an unearned premium revenue liability, equal to the amount of the premium received, is established at contract inception. Premium revenues are recognized in revenue over the period of the contracts in proportion to the amount of insurance protection provided using a constant rate. The constant rate is calculated based on the relationship between the par outstanding in a given reporting period compared with the sum of each of the par amounts outstanding for all periods.
Insurance premiums receivable represents amounts due from customers for municipal bond insurance policies. Installment premiums are measured at the present value of contractual premiums, discounted at the risk-free rate, which is set at the inception of the insurance contract.
Deferred acquisition costs represent commissions, premium taxes, excise taxes and other costs which are directly attributable to and vary with the production of business. These costs are deferred and amortized to the extent they relate to successful contract acquisitions over the applicable premium recognition period as acquisition expenses. Deferred acquisition costs are limited to the amount expected to be recovered from future earned premiums and anticipated investment income. A premium deficiency is recognized if the sum of expected loss and loss adjustment expenses (“LAE”), expected dividends to policyholders, unamortized acquisition costs, and maintenance costs exceeds related unearned premiums and anticipated investment income. A premium deficiency is recognized by charging any unamortized acquisition costs to expense to the extent required in order to eliminate the deficiency. If the premium deficiency exceeds unamortized acquisition costs then a liability is accrued for the excess deficiency.
BAM’s obligation for outstanding contracts consists of the unearned premium reserve and any loss reserves. Loss reserves are recorded only to the extent that the present value of the expected amount of any losses to be paid, net of any expected recoveries, exceeds the associated unearned premium reserve. As of December 31, 2021 and 2020, BAM did not have any loss or loss adjustment expense reserves.
Property and Casualty Insurance and Reinsurance
Ark writes a diversified portfolio of reinsurance and insurance, including property, marine & energy, specialty, accident & health and casualty, through its Lloyd’s Syndicates 4020 and 3902 (the “Syndicates”) and its wholly-owned subsidiary Group Ark Insurance Limited (“GAIL”).
Ark accounts for insurance and reinsurance policies that it writes in accordance with ASC 944, Financial Services - Insurance. Ark’s premiums written comprise premiums on insurance contracts incepted during the year as well as premium adjustments related to prior underwriting years. Insurance premiums are recognized as revenues over the loss exposure or coverage period in proportion to the level of insurance protection provided. In most cases, premiums are earned ratably over the term of the contract with unearned premiums calculated on a monthly pro-rata basis. Catastrophe premiums are earned in proportion to the level of insurance protection provided. Premiums earned are presented net of amounts ceded to reinsurers. Insurance premiums receivable, representing amounts due from insureds, are presented net of an allowance for uncollectible premiums, including expected credit losses. The allowance is based upon Ark’s ongoing review of amounts outstanding, historical loss data, including delinquencies and write-offs, current and forecasted economic conditions and other relevant factors. Credit risk is partially mitigated by Ark’s ability to cancel the policy if the policyholder does not pay the premium.
Deferred acquisition costs comprise commission and brokerage fees and taxes which are directly attributable to and vary with the production of business. These costs are deferred and amortized to the extent they relate to successful contract acquisitions over the applicable premium recognition period as insurance and reinsurance acquisition expenses. Deferred acquisition costs are limited to the amount expected to be recovered from future earned premiums and anticipated investment income. A premium deficiency is recognized if the sum of expected loss and LAE, expected dividends to policyholders, unamortized acquisition costs, and maintenance costs exceeds related unearned premiums and anticipated investment income. A premium deficiency is recognized by charging any unamortized acquisition costs to expense to the extent required in order to eliminate the deficiency. If the premium deficiency exceeds unamortized acquisition costs then a liability is accrued for the excess deficiency.
Losses and LAE are charged against income as incurred. Unpaid losses and LAE, including estimates for amounts incurred but not reported (“IBNR”) are based on estimates of the ultimate costs of settling claims, including the effects of inflation and other societal and economic factors. Unpaid loss and LAE reserves represent management’s best estimate of ultimate losses and LAE, net of estimated salvage and subrogation recoveries, if applicable. Such estimates are regularly reviewed and updated and any resulting adjustments are reflected in current results of operations. The process of estimating loss and LAE involves a considerable degree of judgment by management and the ultimate amount of expense to be incurred could be considerably greater than or less than the amounts currently reflected in the financial statements. See Note 5 – “Loss and Loss Adjustment Expense Reserves”.
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As part of its enterprise risk management function, Ark purchases reinsurance for risk mitigation purposes. Ark utilizes reinsurance and retrocession agreements to reduce earnings volatility, protect capital, limit its exposure to risk concentration and accumulation of loss and to manage within its overall internal risk tolerances or those set and agreed by regulators, ratings agencies, and Lloyd’s. Ark also enters into reinsurance and retrocession agreements to reduce its liability on individual risks and enable it to underwrite policies with higher limits where Ark believes this has a broader business benefit. Ark seeks to protect its downside risk from catastrophes and large loss events by purchasing reinsurance, including excess of loss protections, aggregate covers, and industry loss warranties. Ark also considers alternative structures such as collateralized reinsurance, retrocessional reinsurance and catastrophe bonds. The purchase of reinsurance does not discharge Ark from its primary liability for the full value of its policies, and thus the collectability of balances due from Ark’s reinsurers is critical to its financial strength. Ark monitors the financial strength and ratings of its reinsurers on an ongoing basis. See Note 6 – “Third-Party Reinsurance”.
For the years of account prior to the Ark Transaction, a significant proportion of the Syndicates’ underwriting capital was provided by third-party insurance and reinsurance groups (“TPC Providers”) using whole account reinsurance contracts with Ark’s corporate member. The TPC Providers’ participation in the Syndicates for the 2020 and 2019 open years of account is 42.8 % and 58.3 % of the total net result of the Syndicates. For the years of account subsequent to the Ark Transaction, Ark is no longer using TPC Providers to provide underwriting capital for the Syndicates. Captions within results of operations and other comprehensive income are shown net of amounts relating to the TPC Providers share of the Syndicates’ results, including investment results.
Reinsurance recoverables represent paid losses and LAE, case reserves and IBNR reserves ceded to reinsurers under reinsurance treaties. Amounts recoverable from reinsurers are estimated in a manner consistent with the associated claim liability. Ark reports its reinsurance recoverables net of an allowance for estimated uncollectible reinsurance, including expected credit losses and coverage disputes. The allowance is based upon Ark’s ongoing review of amounts outstanding, length of collection periods, changes in reinsurer credit standing, disputes, applicable coverage defenses and other relevant factors.
Reinsurance Contracts Accounted for as Deposits
Reinsurance contracts that do not meet the risk transfer requirements necessary to be accounted for as reinsurance are accounted for using the deposit method. Under the deposit method, ceded premiums paid are not recognized through income but rather treated as a deposit. BAM entered into two ceded reinsurance agreements with Fidus Re Ltd. (“Fidus Re”), a Bermuda-based special purpose insurer created in 2018 solely to provide reinsurance protection to BAM. The nonrefundable consideration paid by BAM to Fidus Re is charged to financing expense within general and administrative expenses. See Note 10 — “Municipal Bond Guarantee Insurance”.
Revenue Recognition
NSM’s revenues consist primarily of commissions and broker revenues for placement of insurance policies and administrative fees for claims and other services provided to insurance carriers. Commission and broker revenues and service fees are measured based on the contractual rates with insurance carriers, net of any amounts expected to be uncollectible and any amounts associated with expected policy cancellations and adjustments, and are recognized when contractual performance obligations have been fulfilled. NSM’s primary contractual performance obligations are generally satisfied upon the issuance of an insurance policy by the carrier. Where NSM has significant performance obligations beyond the policy issuance date, NSM estimates the relative standalone selling price for the post-issuance services in order to allocate the transaction price using the price charged for the service when sold separately in similar circumstances to similar customers.
NSM earns contingent commissions based upon the overall profit and/or volume of the business placed with certain insurance carriers during a calendar year. Contingent commissions are determined after the contractual period has ended. NSM recognizes revenue on contingent commissions when management has determined that it is probable that the contingent commission requirements have been met.
NSM’s premiums and commissions receivables consist of insurance premiums receivable from customers and commissions receivable from insurance carriers, net of a provision for amounts estimated to be uncollectible.
Deferred revenues associated with unsatisfied performance obligations are recognized within other liabilities.
Kudu’s revenues are primarily generated from non-controlling equity interests in revenue and earnings participation contracts with asset management firms. The participation contracts are measured at fair value with the change therein recognized within unrealized investment gains and losses. Distributions from Kudu’s clients are recognized through investment income when Kudu’s right to receive payment has been established and can be reliably measured, which generally occurs on a quarterly basis in accordance with the terms of the underlying participation contracts.
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Commission Expense and Cost of Sales
NSM’s broker commission expense consists of commissions paid to sub-agents and brokers. Broker commission expense is measured in accordance with contractual terms and recognized when incurred, which is generally at the policy issuance date.
MediaAlpha’s cost of sales consisted primarily of revenue sharing payments to publisher partners and traffic acquisition costs to top tier search engines. Cost of sales were measured based on contract terms and recognized when the related revenue transactions are executed.
Other Operations’s cost of sales consists of salaries and related expenses, professional services and marketing and advertising expenses directly related to sales generation. These expenses are recognized as incurred.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the amount paid to acquire subsidiaries over the fair value of identifiable net assets at the date of acquisition. Other intangible assets consist primarily of underwriting capacity, customer relationships, renewal rights and trade names.
Goodwill and other intangible assets with indefinite lives are not amortized, but rather are evaluated for impairment on an annual basis, or whenever indications of potential impairment exist. In the absence of any indications of potential impairment, the evaluation of goodwill and indefinite-lived intangible assets is performed no later than the interim period in which the anniversary of the acquisition date falls. White Mountains initially evaluates goodwill using a qualitative approach (step zero) to determine whether it is more likely than not that the implied fair value of goodwill is greater than its carrying value. If the results of the qualitative evaluation indicate that it is more likely than not that the carrying value of goodwill exceeds its implied fair value, White Mountains performs the two-step quantitative test for impairment.
Other intangible assets with finite lives are measured at their acquisition date fair values, are amortized over their economic lives and presented net of accumulated amortization on the balance sheet. Other intangible assets with finite lives are reviewed for impairment when events occur or there are changes in circumstances indicating that their carrying value may exceed fair value. Impairment exists when the carrying value of other intangible assets exceeds fair value. See Note 4 – “Goodwill and Other Intangible Assets”.
Income Taxes
White Mountains has subsidiaries and branches that operate in various jurisdictions around the world and are subject to tax in the jurisdictions in which they operate. As of December 31, 2021, the primary jurisdictions in which White Mountains’s subsidiaries and branches were subject to tax were Ireland, Israel, Luxembourg, the United Kingdom and the United States. Income earned or losses generated by companies outside the United States are generally subject to an overall effective tax rate lower than that imposed by the United States.
Deferred tax assets and liabilities are recorded when a difference between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for tax purposes exists, and for other temporary differences. The deferred tax asset or liability is recorded based on tax rates expected to be in effect when the difference reverses. Deferred tax assets represent amounts available to reduce income taxes payable in future periods. White Mountains records a valuation allowance against deferred tax assets if it becomes more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in income tax expense in the period of change. See Note 8 – “Income Taxes”.
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Leases
Leases consist primarily of operating leases for office space and equipment. Lease assets and liabilities are recognized at the lease commencement date based on the present value of future minimum lease payments over the lease term. Lease assets and liabilities are not recorded for leases with a term at inception of one year or less. Lease expense is included in operating expenses. See Note 13 – “Leases”.
Foreign Currency Exchange
The functional currency for White Mountains’s non-U.S. based subsidiaries are measured, in most instances, using functional currencies other than the U.S. dollar. Net foreign exchange gains and losses arising from the translation of functional currencies are generally reported in shareholders’ equity, in accumulated other comprehensive income or loss.
White Mountains also invests in securities denominated in foreign currencies. Assets and liabilities recorded in these foreign currencies are translated into U.S. dollars at exchange rates in effect at the balance sheet date, and revenues and expenses are converted using the weighted average exchange rates for the period.
As of December 31, 2021 and 2020, White Mountains had unrealized foreign currency translation gains of $5.1 million and $5.6 million recorded in accumulated other comprehensive income (loss) on its consolidated balance sheet.
Business Combinations
White Mountains accounts for purchases of businesses using the acquisition method, which requires the measurement of assets acquired, including goodwill and other intangible assets, and liabilities assumed, including contingent liabilities, at their estimated fair values as of the acquisition date. The acquisition date fair values represent management’s best estimates and are based upon established valuation techniques, reasonable assumptions and, where appropriate, valuations performed by independent third parties. In circumstances where additional information is required in order to determine the acquisition date fair value of balance sheet amounts, provisional amounts may be recorded as of the acquisition date and may be subject to subsequent adjustment throughout the measurement period, which is up to one year from the acquisition date. Measurement period adjustments are recognized in the period in which they are determined. The results of operations and cash flows of businesses acquired are included in the consolidated financial statements from the date of acquisition. White Mountains accounts for purchases of other intangible assets that do not meet the definition of a business as asset acquisitions. Asset acquisitions are recognized at the amount of consideration paid, which is deemed to equal fair value.
Recently Adopted Changes in Accounting Principles
Income Taxes
On January 1, 2020, White Mountains adopted ASU 2019-12, Simplifying the Accounting for Income Taxes (ASC 740) (“ASU 2019-12”), which removes exceptions to standard guidance. Under the new guidance non-income-based taxes, such as franchise taxes, are reported within pre-tax income rather than being included in income taxes. In addition, the new guidance eliminated the exception to the incremental approach for inter-period tax allocation, which previously allowed consideration of the tax effect of items such as discontinued operations and items recognized through other comprehensive income.
For periods subsequent to the adoption of ASU 2019-12, White Mountains has recorded both the tax expense related to BAM’s member surplus contributions (“MSC”) and the related valuation allowance on such taxes through the non-controlling interest equity. Prior to the adoption of ASU 2019-12, White Mountains recorded the tax expense related to BAM’s MSC directly to non-controlling interest equity, while the valuation allowance on such taxes was recorded through the income statement.
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Goodwill
On January 1, 2020, White Mountains adopted ASU 2017-04, Simplifying the Test for Goodwill Impairment (ASC 350) (“ASU 2017-04”), which changed the guidance on goodwill impairment testing. Under the new guidance, the qualitative assessment of the recoverability of goodwill remains the same, but the second step of the two-step quantitative test, which required calculation of the implied fair value of goodwill, has been eliminated. Instead, an impairment charge is recognized when the carrying value of a reporting unit exceeds its fair value. Any excess of carrying value over fair value is written down as an impairment. White Mountains did not identify any impairment indicators associated with its reporting units and therefore did not recognize an impairment of goodwill during the year ended December 31, 2020, and accordingly, adoption of ASU 2017-04 did not have any impact on White Mountains’s financial statements.
Credit Losses
On January 1, 2020, White Mountains adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments (ASC 326) (“ASU 2016-13”), which establishes new guidance for the recognition of credit losses for financial assets measured at amortized cost. The new ASU requires reporting entities to estimate the credit losses expected over the life of a credit exposure using historical information, current information and reasonable and supportable forecasts that affect the collectability of the financial asset. White Mountains measures its portfolio of investment securities at fair value with changes therein recognized through current period earnings and, accordingly, adoption of ASU 2016-13 did not have any impact on White Mountains’s financial statements.
Note 2. Significant Transactions
MediaAlpha
On February 26, 2019, MediaAlpha completed the sale of a significant minority stake to Insignia Capital Group in connection with a recapitalization and cash distribution to existing equityholders. MediaAlpha also repurchased a portion of the holdings of existing equityholders. White Mountains received net cash proceeds of $89.3 million from the 2019 MediaAlpha Transaction. White Mountains recognized a realized gain of $67.5 million and reduced its ownership interest to 48.3 % of the basic units outstanding of MediaAlpha (42.0 % on a fully diluted, fully converted basis) as a result of the 2019 MediaAlpha Transaction. White Mountains’s remaining ownership interest in MediaAlpha no longer met the criteria for a controlling ownership interest and, accordingly, White Mountains deconsolidated MediaAlpha on February 26, 2019. White Mountains’s consolidated statement of operations and comprehensive income (loss) and its segment disclosures include MediaAlpha’s results of operations for the period from January 1, 2019 through February 26, 2019. Upon deconsolidation, White Mountains’s investment in MediaAlpha met the criteria to be accounted for under the equity method or under the fair value option. White Mountains elected the fair value option and the investment in MediaAlpha was initially measured at its estimated fair value of $114.7 million as of the transaction date, with the change in fair value of $114.7 million recognized as an unrealized investment gain. White Mountains recognized a total of $182.2 million of realized gain and unrealized investment gain on the 2019 MediaAlpha Transaction.
On October 30, 2020, MediaAlpha completed the MediaAlpha IPO. In the offering, White Mountains sold 3.6 million shares and received total proceeds of $63.8 million. White Mountains also received $55.0 million of net proceeds related to a dividend recapitalization at MediaAlpha prior to the MediaAlpha IPO. Following the MediaAlpha IPO, White Mountains owned 20.5 million MediaAlpha shares, representing a 35.0 % ownership interest (32.3 % on a fully-diluted, fully converted basis). At the December 31, 2020 closing price of $39.07 per share, the value of White Mountains’s remaining investment in MediaAlpha was $802.2 million.
On March 23, 2021, MediaAlpha completed a secondary offering of 8.05 million shares. In the secondary offering, White Mountains sold 3.6 million shares at $46.00 per share ($44.62 per share net of underwriting fees) for net proceeds of $160.3 million. As of December 31, 2021, White Mountains owned 16.9 million shares, representing a 28.0 % basic ownership interest (25.7 % fully-diluted/fully-converted basis). At the December 31, 2021 closing price of $15.44 per share, the fair value of White Mountains’s investment in MediaAlpha was $261.6 million. See Note 17 — “Equity-Method Eligible Investments”.
Ark
On October 1, 2020, White Mountains entered into a subscription and purchase agreement (the “Ark SPA”) with Ark and certain selling shareholders (collectively with Ark, the “Ark Sellers”). Under the terms of the Ark SPA, White Mountains agreed to contribute $605.4 million of equity capital to Ark, at a pre-money valuation of $300.0 million, and to purchase $40.9 million of shares from the Ark Sellers. White Mountains also agreed to contribute up to an additional $200.0 million of equity capital to Ark in 2021. In accordance with the Ark SPA, in the fourth quarter of 2020 White Mountains pre-funded/placed in escrow a total of $646.3 million in preparation for closing the transaction, including $280.0 million funded directly to Lloyd’s on behalf of Ark under the terms of a credit facility agreement and $366.3 million placed in escrow, which is reflected on the balance sheet within the Other Operations segment as of December 31, 2020.
F - 17
On January 1, 2021, White Mountains completed the Ark Transaction in accordance with the terms of the Ark SPA. As of December 31, 2021, White Mountains owned 72.0 % of Ark on a basic shares outstanding basis (63.0 % after taking account of management’s equity incentives). The remaining shares are owned by employees. In the future, management rollover shareholders could earn additional shares in Ark if and to the extent that White Mountains achieves certain multiple of invested capital return threshold. If fully earned, these additional shares would represent 12.5 % of the shares outstanding at closing.
White Mountains recognized total assets acquired related to the Ark Transaction of $2.5 billion, including goodwill and other intangible assets of $292.5 million, and total liabilities of $1.7 billion, including contingent consideration of $22.5 million and non-controlling interest of $220.2 million. Ark incurred transaction costs of $25.3 million in the first quarter of 2021.
In the third quarter of 2021, Ark issued $163.3 million of floating rate unsecured subordinated notes (the “Ark 2021 Subordinated Notes”) in three separate transactions. See Note 7 — “Debt”. In connection with the issuance of the Ark 2021 Subordinated Notes, White Mountains and Ark terminated White Mountains’s commitment to provide up to $200.0 million of additional equity capital to Ark in 2021.
The following presents additional details of the assets acquired and liabilities assumed as of the January 1, 2021 acquisition date:
| Millions | As of January 1, 2021 | ||||||||||
| Investments | $ | ||||||||||
| Cash | (1) | ||||||||||
| Reinsurance recoverables | |||||||||||
| Insurance premiums receivable | |||||||||||
| Ceded unearned premiums | |||||||||||
| Value of in-force business acquired | |||||||||||
| Other assets | |||||||||||
| Loss and loss adjustment expense reserves | ( | ||||||||||
| Unearned insurance premiums | ( | ||||||||||
| Debt | ( | ||||||||||
| Ceded reinsurance payable | ( | ||||||||||
| Other liabilities | ( | ||||||||||
| Net tangible assets acquired | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets - syndicate underwriting capacity | |||||||||||
| Deferred tax liability on other intangible assets | ( | ||||||||||
| Net assets acquired | $ | ||||||||||
(1) Cash excludes the White Mountains cash contribution of $605.4 as part of the Ark Transaction.
The values of net tangible assets acquired and the resulting goodwill, other intangible assets and contingent consideration were recorded at fair value using Level 3 inputs. The majority of the tangible assets acquired and liabilities assumed were recorded at their carrying values, as their carrying values approximated their fair values due to their short-term nature. The fair values of goodwill, other intangible assets and the contingent consideration liability were internally estimated primarily based on the income approach. The income approach estimates fair value based on the present value of the cash flows that the assets are expected to generate in the future. White Mountains developed internal estimates for the expected future cash flows and discount rates used in the present value calculations.
The value of in-force business acquired represents the estimated profits relating to the unexpired contracts, net of related prepaid reinsurance, at the acquisition date through the expiration date of the contracts. During 2021, Ark recognized $64.2 million of amortization expense on the value of in-force business acquired. The value of the syndicate underwriting capacity intangible asset was estimated using net cash flows attributable to Ark’s rights to write business in the Lloyd’s market. The value of the in-force business acquired and the syndicate underwriting capacity were estimated using a discounted cash flow method. Significant inputs to the valuation models include estimates of growth in premium revenues, investment returns, claim costs, expenses and discount rates based on a weighted average cost of capital.
In evaluating the fair value of Ark’s loss and loss adjustment expense reserves, White Mountains determined that the risk-free rate of interest was approximately equal to the risk factor reflecting the uncertainty within the reserves and that no adjustment was necessary. For the year ended December 31, 2021, Ark recognized pre-tax expense of $5.5 million for the change in the fair value of its contingent consideration liabilities. Any future adjustments to contingent consideration liabilities will be recognized through pre-tax income (loss). As of December 31, 2021, Ark recognized total contingent consideration liabilities of $28.0 million.
Ark’s segment income and expenses for 2021 are presented in Note 16 — “Segment Information.”
F - 18
NSM
On May 18, 2018, NSM acquired 100 % of Fresh Insurance, which is an insurance broker that offers non-standard personal lines products in the United Kingdom. NSM paid $49.6 million of upfront cash consideration for Fresh Insurance. NSM borrowed $51.0 million to fund the transaction. During the nine months ended September 30, 2019, NSM paid a purchase price adjustment of an additional $0.7 million of consideration. The purchase price was subject to additional adjustments based upon growth in EBITDA during two earnout periods ending in February 2020 and 2022. NSM did not make any payments related to the first Fresh Insurance earnout period.
On April 12, 2021, NSM sold Fresh Insurance’s motor business for net proceeds of £1.1 million ($1.5 million based upon the foreign exchange spot rate as of the transaction date). As of March 31, 2021, the Fresh Insurance motor business was classified as held for sale and NSM recognized a loss of $28.7 million in 2021. See Note 21 — “Held for Sale and Discontinued Operations”.
On December 3, 2018, NSM acquired all the net assets of KBK Insurance Group, Inc. (“KBK”), a specialized MGU focused on the towing and transportation space. NSM paid $60.0 million of upfront cash consideration for KBK. White Mountains contributed $29.0 million and NSM borrowed $30.1 million to fund the transaction. White Mountains recognized $59.4 million of goodwill and other intangible assets, reflecting acquisition date fair values, for which the relative fair values of goodwill and other intangible assets had not yet been finalized as of December 31, 2018. During 2019, NSM determined that the relative values of goodwill and other intangible assets recorded in connection with the KBK transaction were $32.6 million and $32.7 million, reflecting acquisition date fair values. The purchase price was subject to additional adjustments based upon growth in EBITDA during three earn out periods ending in December 2019, December 2020 and December 2021. During 2019, NSM recorded a purchase price adjustment of $5.9 million relating to the fair value of the contingent consideration liability in connection with the acquisition. During 2021 and 2020, NSM paid $6.7 million and $6.4 million related to the first and second KBK earnout periods.
On April 1, 2019, NSM acquired 100 % of Embrace Pet Insurance (“Embrace”), a nationwide provider of pet health insurance for dogs and cats. NSM paid $71.5 million of cash consideration, net of cash acquired, for Embrace. White Mountains contributed $58.2 million to NSM and NSM borrowed $20.4 million to fund the transaction. White Mountains recognized $52.2 million of goodwill and $15.4 million of other intangible assets, reflecting acquisition date fair values.
On June 28, 2019, NSM acquired the renewal rights on its U.S. collector car business (the “Renewal Rights”) from American International Group, Inc. (“AIG”) for $82.5 million. The acquisition satisfied NSM’s obligation to acquire the Renewal Rights from AIG. See Note 20 — “Commitments and Contingencies”. White Mountains contributed $59.1 million to NSM and NSM borrowed $22.5 million to fund the transaction. White Mountains recognized $82.5 million of other intangible assets, reflecting the acquisition date fair value. See Note 4 — “Goodwill and Other Intangible Assets”.
On April 7, 2020, NSM acquired 100 % of Kingsbridge Group Limited (“Kingsbridge”), a leading provider of commercial lines insurance and consulting services for the professional contractor and freelancer markets in the United Kingdom. NSM paid £107.2 million ($132.2 million based upon the foreign exchange spot rate at the date of acquisition) of upfront cash consideration for Kingsbridge. White Mountains contributed $80.3 million to NSM and NSM borrowed £42.5 million ($52.4 million based upon the foreign exchange spot rate at the date of acquisition) to fund the transaction. During 2020, NSM determined that the relative values of goodwill and other intangible assets recorded in connection with the Kingsbridge transaction were $111.5 million and $20.2 million, reflecting acquisition date fair values. The purchase price was subject to adjustment based upon growth in EBITDA during an earnout period ending in January 2022. During 2020, NSM initially recorded a liability relating to the fair value of the Kingsbridge contingent consideration of $4.1 million. During 2021 and 2020, NSM recognized pre-tax income (loss) of $(0.3 ) million and $4.1 million for the change in fair value of the Kingsbridge contingent consideration liability. As of December 31, 2021, there was no Kingsbridge contingent consideration liability. As of December 31, 2020, the Kingsbridge contingent consideration liability was $0.3 million.
On August 6, 2021, NSM acquired 100 % of J.C. Taylor Insurance (“J.C. Taylor”), an MGA offering classic and antique collector car insurance. NSM paid $49.6 million of upfront cash consideration for J.C. Taylor. NSM borrowed $35.0 million under its credit facility to fund the acquisition. The remaining balance was funded with cash on hand at NSM. NSM recognized total assets acquired related to the J.C. Taylor transaction of $60.3 million, including goodwill and other intangible assets of $55.7 million, and total liabilities of $10.7 million. During 2021, NSM determined that the relative values of goodwill and other intangible assets recorded in connection with the J.C. Taylor transaction were $28.5 million and $27.2 million, reflecting acquisition date fair values.
F - 19
The contingent consideration liabilities related to NSM’s acquisitions are subject to adjustments based upon EBITDA, EBITDA projections, and present value factors for acquired entities. For the years ended December 31, 2021 and 2020, NSM recognized pre-tax expense (income) of $1.0 million and $(3.3 ) million for the change in the fair value of its contingent consideration liabilities. Any future adjustments to contingent consideration liabilities under the agreements will be recognized through pre-tax income (loss). As of December 31, 2021 and 2020, NSM recognized total contingent consideration liabilities of $6.8 million and $14.6 million. During 2021 and 2020, NSM paid $8.8 million and $7.0 million of contingent consideration liabilities related to KBK and the U.K. vertical.
Kudu
On February 5, 2018, White Mountains entered into an agreement to fund up to $125.0 million in Kudu in exchange for a 49.5 % basic unit ownership interest in Kudu (42.7 % on a fully diluted, fully converted basis). On April 4, 2019, White Mountains acquired the ownership interests in Kudu held by certain funds managed by Oaktree for cash consideration of $81.4 million. In addition, White Mountains assumed all of Oaktree’s unfunded capital commitments to Kudu, increasing White Mountains’s total capital commitment to $250.0 million. White Mountains recognized total assets acquired of $155.5 million, including $7.6 million of goodwill and $2.2 million of other intangible assets, total liabilities assumed of $0.8 million and non-controlling interest of $1.5 million.
As a result of the Kudu Transaction, White Mountains’s basic unit ownership of Kudu increased from 49.5 % to 99.1 % (42.7 % to 85.4 % on a fully diluted, fully converted basis), and White Mountains began consolidating Kudu as a reportable segment in its financial statements during the second quarter of 2019. White Mountains’s consolidated financial statements and its segment disclosures include Kudu’s results for the period from April 4, 2019 to December 31, 2019. For periods prior to the Kudu Transaction, White Mountains determined that Kudu was a VIE, but White Mountains was not the primary beneficiary. In those periods, White Mountains elected to use the fair value option.
During the fourth quarter of 2019, White Mountains increased its total capital commitment to Kudu by $100.0 million to $350.0 million. During the fourth quarter of 2021, White Mountains increased its total capital commitment to Kudu by an additional $19.0 million to $369.0 million. As of December 31, 2021, Kudu has fully drawn on the total capital commitment.
PassportCard/DavidShield
On January 24, 2018, White Mountains acquired a 50.0 % ownership interest in DavidShield, its joint venture partner in PassportCard. DavidShield is a managing general agency that is the leading provider of expatriate medical insurance in Israel and uses the same card-based delivery system as PassportCard. As part of the transaction, White Mountains reorganized its equity stake in PassportCard so that White Mountains and its partner in DavidShield would each own 50.0 % of both businesses. To facilitate the transaction, White Mountains provided financing to its partner in the form of a non-interest bearing loan that is secured by the partner’s equity in PassportCard and DavidShield. The gross purchase price for the 50.0 % interest in DavidShield was $41.8 million, or $28.3 million net of the financing provided for the restructuring.
On May 7, 2020, White Mountains made an additional $15.0 million investment in PassportCard/DavidShield to support operations through the ongoing COVID-19 pandemic. The transaction increased White Mountains’s ownership interest from 50.0 % to 53.8 %, but had no impact on the governance structure of the companies, including White Mountains’s board representation or other investor rights. The governance structures for both PassportCard and DavidShield were designed to give White Mountains and its co-investor equal power to make the decisions that most significantly impact the operations of PassportCard and DavidShield.
F - 20
Note 3. Investment Securities
White Mountains’s portfolio of investment securities held for general investment purposes consists of fixed maturity investments, short-term investments, common equity securities, its investment in MediaAlpha and other long-term investments, which are classified as trading securities. Trading securities are reported at fair value as of the balance sheet date. Net realized and unrealized investment gains (losses) on trading securities are reported in pre-tax revenues.
White Mountains’s fixed maturity investments are generally valued using industry standard pricing methodologies. Key inputs include benchmark yields, benchmark securities, reported trades, issuer spreads, bids, offers, credit ratings and prepayment speeds. Income on mortgage 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 (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 interest-bearing 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 fair value, which approximated amortized cost, as of December 31, 2021 and 2020.
Other long-term investments consist primarily of unconsolidated entities, including Kudu’s Participation Contracts, a bank loan fund, private equity funds, hedge funds, Lloyd’s trust deposits, ILS funds and private debt investments.
Net Investment Income
White Mountains’s net investment income is comprised primarily of interest income associated with White Mountains’s fixed maturity investments and short-term investments, dividend income from common equity securities, distributions from its investment in MediaAlpha and distributions from other long-term investments.
The following table presents pre-tax net investment income for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Fixed maturity investments | $ | $ | $ | |||||||||||||||||
| Short-term investments | ||||||||||||||||||||
| Common equity securities | ||||||||||||||||||||
| Investment in MediaAlpha | ||||||||||||||||||||
| Other long-term investments | ||||||||||||||||||||
| Amount attributable to TPC Providers | ( | |||||||||||||||||||
| Total investment income | ||||||||||||||||||||
| Third-party investment expenses | ( | ( | ( | |||||||||||||||||
| Net investment income, pre-tax | $ | $ | $ | |||||||||||||||||
F - 21
Net Realized and Unrealized Investment Gains (Losses)
The following table presents net realized and unrealized investment gains (losses) for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Realized investment gains (losses) | ||||||||||||||||||||
| Fixed maturity investments | $ | $ | $ | |||||||||||||||||
| Short-term investments | ( | |||||||||||||||||||
| Common equity securities | ||||||||||||||||||||
| Investment in MediaAlpha | ||||||||||||||||||||
| Other long-term investments | ( | ( | ||||||||||||||||||
| Net realized investment gains (losses) | ||||||||||||||||||||
| Unrealized investment gains (losses) | ||||||||||||||||||||
| Fixed maturity investments | $ | ( | $ | $ | ||||||||||||||||
| Common equity securities | ( | |||||||||||||||||||
| Investment in MediaAlpha | ( | |||||||||||||||||||
| Other long-term investments | ||||||||||||||||||||
| Net unrealized investment gains (losses) | ( | |||||||||||||||||||
Net realized and unrealized investment gains (losses), before amount attributable to TPC providers(1) | ( | |||||||||||||||||||
| Amount attributable to TPC Providers | ( | |||||||||||||||||||
Net realized and unrealized investment gains (losses) | $ | ( | $ | $ | ||||||||||||||||
| Fixed maturity and short-term investments | ||||||||||||||||||||
| Net realized and unrealized investment gains (losses) | $ | ( | $ | $ | ||||||||||||||||
| Less: net realized and unrealized gains (losses) on investment securities sold during the period | ( | ( | ||||||||||||||||||
| Net unrealized investment gains (losses) on investment securities held at the end of the period | $ | ( | $ | $ | ||||||||||||||||
| Common equity securities and investment in MediaAlpha | ||||||||||||||||||||
| Net realized and unrealized investment gains (losses) on common equity securities | $ | $ | $ | |||||||||||||||||
| Net realized and unrealized investment gains (losses) from investment in MediaAlpha | ( | |||||||||||||||||||
| Total net realized and unrealized investment gains (losses) | ( | |||||||||||||||||||
| Less: net realized and unrealized gains (losses) on investment securities sold during the period | ||||||||||||||||||||
| Net unrealized investment gains (losses) on investment securities held at the end of the period | $ | ( | $ | $ | ||||||||||||||||
(1) For 2021, 2020 and 2019, includes $(7.7 ), $4.0 and $(0.3 ) of realized and unrealized investment gains (losses) related to foreign currency exchange.
For the years ended December 31, 2021, 2020 and 2019, all of White Mountains’s net realized and unrealized investment gains (losses) were recorded in the consolidated statements of operations. There were no investment gains (losses) recorded in other comprehensive income.
White Mountains recognized gross realized investment gains of $212.3 million, $214.4 million and $104.0 million and gross realized investment losses of $55.5 million, $27.3 million and $7.4 million on sales of investment securities for the years ending December 31, 2021, 2020 and 2019.
F - 22
The following table presents total gains included in earnings attributable to net unrealized investment gains for Level 3 investments for the years ended December 31, 2021, 2020 and 2019 for investments still held at the end of the period:
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
Other long-term investments (1) | $ | $ | $ | |||||||||||||||||
| Total net unrealized investment gains, pre-tax - Level 3 investments | $ | $ | $ | |||||||||||||||||
(1) For 2020 and 2019, includes $278.7 and $180.0 of unrealized investment gains from White Mountains’s investment in MediaAlpha.
Proceeds from the sales and maturities of investments, excluding short-term investments, totaled $0.8 billion, $1.4 billion and $1.0 billion for the years ended December 31, 2021, 2020 and 2019.
Investment Holdings
The following tables present the cost or amortized cost, gross unrealized investment gains (losses) and carrying values of White Mountains’s fixed maturity investments as of December 31, 2021 and 2020.
| December 31, 2021 | ||||||||||||||||||||||||||||||||
| Millions | Cost or Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Net Foreign Currency Gains (Losses) | Carrying Value | |||||||||||||||||||||||||||
| U.S. Government and agency obligations | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Debt securities issued by corporations | ( | ( | ||||||||||||||||||||||||||||||
| Municipal obligations | ( | |||||||||||||||||||||||||||||||
| Mortgage and asset-backed securities | ( | |||||||||||||||||||||||||||||||
| Collateralized loan obligations | ( | ( | ||||||||||||||||||||||||||||||
| Total fixed maturity investments | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||
| December 31, 2020 | ||||||||||||||||||||||||||
| Millions | Cost or Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Carrying Value | ||||||||||||||||||||||
| U.S. Government and agency obligations | $ | $ | $ | $ | ||||||||||||||||||||||
| Debt securities issued by corporations | ( | |||||||||||||||||||||||||
| Municipal obligations | ||||||||||||||||||||||||||
| Mortgage and asset-backed securities | ||||||||||||||||||||||||||
| Total fixed maturity investments | $ | $ | $ | ( | $ | |||||||||||||||||||||
The weighted average duration of White Mountains’s fixed income portfolio was 2.6 years, including short-term investments, and 3.2 years, excluding short-term investments, as of December 31, 2021.
The following table presents the cost or amortized cost and carrying value of White Mountains’s fixed maturity investments by contractual maturity as of December 31, 2021. Actual maturities could differ from contractual maturities because borrowers may have the right to call or prepay certain obligations with or without call or prepayment penalties.
| December 31, 2021 | ||||||||||||||
| Millions | Cost or Amortized Cost | Carrying Value | ||||||||||||
| Due in one year or less | $ | $ | ||||||||||||
| Due after one year through five years | ||||||||||||||
| Due after five years through ten years | ||||||||||||||
| Due after ten years | ||||||||||||||
| Mortgage and asset-backed securities and collateralized loan obligations | ||||||||||||||
| Total fixed maturity investments | $ | $ | ||||||||||||
F - 23
The following tables present the cost or amortized cost, gross unrealized investment gains (losses), net foreign currency gains (losses), and carrying values of common equity securities, White Mountains’s investment in MediaAlpha and other long-term investments as of December 31, 2021 and 2020:
| December 31, 2021 | ||||||||||||||||||||||||||||||||
| Millions | Cost or Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Net Foreign Currency Gains (Losses) | Carrying Value | |||||||||||||||||||||||||||
| Common equity securities | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
Investment in MediaAlpha | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Other long-term investments | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||
| December 31, 2020 | ||||||||||||||||||||||||||||||||
| Millions | Cost or Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Net Foreign Currency Gains (Losses) | Carrying Value | |||||||||||||||||||||||||||
Investment in MediaAlpha | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Other long-term investments | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
Fair Value Measurements
As of December 31, 2021 and 2020, White Mountains used quoted market prices or other observable inputs to determine fair value for approximately 68 % and 73 % of the investment portfolio. See Note 1 — “Basis of Presentation and Significant Accounting Policies”.
F - 24
Fair Value Measurements by Level
The following tables present White Mountains’s fair value measurements for investments as of December 31, 2021 and 2020 by level. The major security types were based on the legal form of the securities. White Mountains has disaggregated its fixed maturity investments based on the issuing entity type, which impacts credit quality, with debt securities issued by U.S. government entities carrying minimal credit risk, while the credit and other risks associated with other issuers, such as corporations, municipalities or entities issuing mortgage and asset-backed securities vary depending on the nature of the issuing entity type. White Mountains further disaggregates debt securities issued by corporations by industry sector because investors often reference commonly used benchmarks and their subsectors to monitor risk and performance. Accordingly, White Mountains has further disaggregated this asset class into subclasses based on the similar sectors and industry classifications it uses to evaluate investment risk and performance against commonly used benchmarks, such as the Bloomberg Barclays U.S. Intermediate Aggregate.
| December 31, 2021 | ||||||||||||||||||||||||||
| Millions | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
| Fixed maturity investments: | ||||||||||||||||||||||||||
| U.S. Government and agency obligations | $ | $ | $ | $ | ||||||||||||||||||||||
| Debt securities issued by corporations: | ||||||||||||||||||||||||||
| Financials | ||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||
| Technology | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Healthcare | ||||||||||||||||||||||||||
| Utilities | ||||||||||||||||||||||||||
| Communications | ||||||||||||||||||||||||||
| Energy | ||||||||||||||||||||||||||
| Materials | ||||||||||||||||||||||||||
| Total debt securities issued by corporations | ||||||||||||||||||||||||||
| Municipal obligations | ||||||||||||||||||||||||||
| Mortgage and asset-backed securities | ||||||||||||||||||||||||||
| Collateralized loan obligations | ||||||||||||||||||||||||||
| Total fixed maturity investments | ||||||||||||||||||||||||||
| Short-term investments | ||||||||||||||||||||||||||
Common equity securities (1) | ||||||||||||||||||||||||||
| Investment in MediaAlpha | ||||||||||||||||||||||||||
| Other long-term investments | ||||||||||||||||||||||||||
Other long-term investments — NAV(2) | ||||||||||||||||||||||||||
| Total other long-term investments | ||||||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Consist of investments in listed funds that predominantly invest in international equities.
(2) Consists of a bank loan fund, private equity funds, a hedge fund, Lloyd’s trust deposits and ILS funds for which fair value is measured at NAV using the practical expedient. Investments for which fair value is measured at NAV are not classified within the fair value hierarchy.
F - 25
| December 31, 2020 | ||||||||||||||||||||||||||
| Millions | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
| Fixed maturity investments: | ||||||||||||||||||||||||||
| U.S. Government and agency obligations | $ | $ | $ | $ | ||||||||||||||||||||||
| Debt securities issued by corporations: | ||||||||||||||||||||||||||
| Financials | ||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Technology | ||||||||||||||||||||||||||
| Healthcare | ||||||||||||||||||||||||||
| Communications | ||||||||||||||||||||||||||
| Energy | ||||||||||||||||||||||||||
| Materials | ||||||||||||||||||||||||||
| Utilities | ||||||||||||||||||||||||||
| Total debt securities issued by corporations | ||||||||||||||||||||||||||
| Municipal obligations | ||||||||||||||||||||||||||
| Mortgage and asset-backed securities | ||||||||||||||||||||||||||
| Total fixed maturity investments | ||||||||||||||||||||||||||
| Short-term investments | ||||||||||||||||||||||||||
| Investment in MediaAlpha | ||||||||||||||||||||||||||
| Other long-term investments | ||||||||||||||||||||||||||
Other long-term investments — NAV (1) | ||||||||||||||||||||||||||
| Total other long-term investments | ||||||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Consists of private equity funds and ILS funds for which fair value is measured at NAV using the practical expedient. Investments for which fair value is measured at NAV are not classified within the fair value hierarchy.
Investments Held on Deposit or as Collateral
As of December 31, 2021 and 2020, investments of $479.5 million and $432.4 million, were held in trusts required to be maintained in relation to HG Global’s reinsurance agreements with BAM.
BAM and one of the Other Operating Businesses are required to maintain deposits with certain insurance regulatory agencies in order to maintain their insurance licenses. The fair value of such deposits, which represent state deposits and are included within the investment portfolio, totaled $4.8 million and $11.9 million as of December 31, 2021 and 2020.
Lloyd’s trust deposits are required of Lloyd's syndicates to protect policyholders in non-U.K. markets and are pledged into Lloyd’s trust accounts to provide a portion of the capital needed to support obligations at Lloyd’s. As of December 31, 2021, Ark held Lloyd’s trust deposits with a fair value of $113.8 million.
The underwriting capacity of a member of Lloyd’s must be supported by providing a deposit (“Funds at Lloyd’s”) in the form of cash, securities or letters of credit in an amount determined by Lloyd’s. The amount of such deposit is calculated for each member through the completion of an annual capital adequacy exercise. These requirements allow Lloyd’s to evaluate that each member has sufficient assets to meet its underwriting liabilities plus a required solvency margin. As of December 31, 2021, the fair value of Ark’s Funds at Lloyd’s investment deposits totaled $342.8 million.
As at December 31, 2021, Ark has $50.0 million of short-term investments pledged as collateral under an uncommitted stand by letter of credit. See Note 7 — “Debt”.
F - 26
Debt Securities Issued by Corporations
The following table presents the credit ratings of debt securities issued by corporations held in White Mountains’s investment portfolio as of December 31, 2021 and 2020:
| Fair Value at December 31, | ||||||||||||||
| Millions | 2021 | 2020 | ||||||||||||
| AAA | $ | $ | ||||||||||||
| AA | ||||||||||||||
| A | ||||||||||||||
| BBB | ||||||||||||||
| BB | ||||||||||||||
| Other | ||||||||||||||
Debt securities issued by corporations (1) | $ | $ | ||||||||||||
(1) Credit ratings are based upon issuer credit ratings provided by Standard & Poor’s Financial Services LLC (“Standard & Poor’s”), or if unrated by Standard & Poor’s, long-term obligation ratings provided by Moody’s Investor Service, Inc.
Mortgage and Asset-backed Securities and Collateralized Loan Obligations
The following table presents the fair value of White Mountains’s mortgage and asset-backed securities and collateralized loan obligations as of December 31, 2021 and 2020:
| December 31, 2021 | December 31, 2020 | |||||||||||||||||||||||||||||||||||||
| Millions | Fair Value | Level 2 | Level 3 | Fair Value | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||
| Mortgage-backed securities: | ||||||||||||||||||||||||||||||||||||||
| Agency: | ||||||||||||||||||||||||||||||||||||||
| FNMA | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| FHLMC | ||||||||||||||||||||||||||||||||||||||
| GNMA | ||||||||||||||||||||||||||||||||||||||
Total agency (1) | ||||||||||||||||||||||||||||||||||||||
| Non-agency: Residential | ||||||||||||||||||||||||||||||||||||||
| Total non-agency | ||||||||||||||||||||||||||||||||||||||
| Total mortgage-backed securities | ||||||||||||||||||||||||||||||||||||||
| Other asset-backed securities: | ||||||||||||||||||||||||||||||||||||||
| Credit card receivables | ||||||||||||||||||||||||||||||||||||||
| Vehicle receivables | ||||||||||||||||||||||||||||||||||||||
| Total other asset-backed securities | ||||||||||||||||||||||||||||||||||||||
| Total mortgage and asset-backed securities | ||||||||||||||||||||||||||||||||||||||
| Collateralized loan obligations | ||||||||||||||||||||||||||||||||||||||
| Total mortgage and asset-backed securities and collateralized loan obligations | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1) Represents publicly traded mortgage-backed securities which carry the full faith and credit guaranty of the U.S. Government (i.e., GNMA) or are guaranteed
by a government sponsored entity (i.e., FNMA, FHLMC).
As of December 31, 2021, White Mountains’s investment portfolio included $135.0 million of collateralized loan obligations that are within the senior tranches of their respective fund securitization structures. All of White Mountains’s collateral loan obligations were rated AAA or AA as of December 31, 2021.
Investment in MediaAlpha
Following the MediaAlpha IPO, White Mountains’s investment in MediaAlpha is accounted for at fair value based on the publicly traded share price of MediaAlpha’s common stock and is presented as a separate line item on the balance sheet.
At the December 31, 2021 closing price of $15.44 per share, the fair value of White Mountains’s investment in MediaAlpha was $261.6 million. See Note 2 — “Significant Transactions”.
F - 27
Other Long-Term Investments
The following table presents the carrying values of White Mountains’s other long-term investments as of December 31, 2021 and 2020:
| Fair Value at | ||||||||||||||
| Millions | December 31, 2021 | December 31, 2020 | ||||||||||||
| Kudu’s Participation Contracts | $ | $ | ||||||||||||
PassportCard/DavidShield | ||||||||||||||
| Elementum Holdings L.P. | ||||||||||||||
Other unconsolidated entities (1) | ||||||||||||||
| Total unconsolidated entities | ||||||||||||||
| Bank loan fund | ||||||||||||||
| Private equity funds and hedge funds | ||||||||||||||
| Lloyd’s trust deposits | ||||||||||||||
| ILS funds | ||||||||||||||
| Private debt investments | ||||||||||||||
| Other | ||||||||||||||
| Total other long-term investments | $ | $ | ||||||||||||
(1) Includes White Mountains’s non-controlling equity interests in certain private common equity securities, limited liability companies, convertible preferred securities and Simple Agreement for Future Equity (“SAFE”) investments.
Private Equity Funds and Hedge Funds
White Mountains invests in private equity funds and hedge funds, which are included in other long-term investments. The fair value of these investments is generally estimated using the net asset value (“NAV”) of the funds. As of December 31, 2021, White Mountains held investments in twelve private equity funds and one hedge fund. The largest investment in a single private equity fund or hedge fund was $31.3 million as of December 31, 2021 and $29.1 million as of December 31, 2020.
The following table presents the fair value of investments and unfunded commitments in private equity funds and hedge funds by investment objective and sector as of December 31, 2021 and 2020:
| December 31, 2021 | December 31, 2020 | |||||||||||||||||||||||||
| Millions | Fair Value | Unfunded Commitments | Fair Value | Unfunded Commitments | ||||||||||||||||||||||
| Private equity funds | ||||||||||||||||||||||||||
| Aerospace/Defense/Government | $ | $ | $ | $ | ||||||||||||||||||||||
| Financial services | ||||||||||||||||||||||||||
| Real estate | ||||||||||||||||||||||||||
| Manufacturing/Industrial | ||||||||||||||||||||||||||
| Total private equity funds | ||||||||||||||||||||||||||
| Hedge funds | ||||||||||||||||||||||||||
| European small/mid cap | ||||||||||||||||||||||||||
| Total hedge funds | ||||||||||||||||||||||||||
Total private equity funds and hedge funds included in other long-term investments | $ | $ | $ | $ | ||||||||||||||||||||||
F - 28
Investments in private equity funds are generally subject to a lock-up period during which investors may not request a redemption. Distributions prior to the expected termination date of the fund may be limited to dividends or proceeds arising from the liquidation of the fund’s underlying investments. In addition, certain private equity funds have the option to extend the lock-up period.
The following table presents investments in private equity funds that were subject to lock-up periods as of December 31, 2021:
| Millions | 1 – 3 years | 3 – 5 years | 5 – 10 years | >10 years | Total | |||||||||||||||||||||||||||
Private equity funds — expected lock-up period remaining | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Investors in private equity funds are generally subject to indemnification obligations outside of the capital commitment period and prior to the winding up of the fund. As of December 31, 2021 and 2020, White Mountains is not aware of any indemnification claims relating to its investments in private equity funds.
Redemption of investments in most hedge funds is subject to restrictions, including lock-up periods where no redemptions or withdrawals are allowed, restrictions on redemption frequency and advance notice periods for redemptions. Amounts requested for redemptions remain subject to market fluctuations until the redemption effective date, which generally falls at the end of the defined redemption period. White Mountains’s hedge fund investment is subject to a perpetual two-year restriction on redemption frequency from the initial investment in the fund and a 90-days advanced notice period requirement.
Lloyd’s Trust Deposits
White Mountains’s other long-term investments include Lloyd’s trust deposits, which consists of non-U.K. deposits and Canadian comingled pooled funds. The Lloyd’s trust deposits invest primarily in short-term government securities, agency securities and corporate bonds held in trusts that are managed by Lloyd's of London. These investments are required of Lloyd's syndicates to protect policyholders in non-U.K. markets and are pledged into Lloyd’s trust accounts to provide a portion of the capital needed to support obligations at Lloyd’s. The fair value of the Lloyd’s trust deposits is generally estimated using the NAV of the funds. As of December 31, 2021, White Mountains held Lloyd’s trust deposits with a fair value of $113.8 million.
Bank Loan Fund
White Mountains’s other long-term investments include a bank loan fund with a fair value of $163.0 million as of December 31, 2021. The fair value of this investment is estimated using the NAV of the fund. The bank loan fund’s investment objective is to provide, on an unleveraged basis, high current income consistent with preservation of capital and low duration. The bank loan fund primarily invests in a broad portfolio of U.S. dollar-denominated, non-investment grade, floating-rate senior secured loans and may invest in other financial instruments, such as secured and unsecured corporate debt, credit default swaps, reverse repurchase agreements, synthetic indices and cash and cash equivalents.
The investment in the bank loan fund is subject to restrictions on redemption frequency and advance notice periods for redemptions. Amounts requested for redemptions remain subject to market fluctuations until the redemption effective date, which generally falls at the end of the defined redemption period. White Mountains may redeem all or a portion of its bank loan fund investment as of any calendar month-end upon 15 calendar days advanced written notice.
Insurance-Linked Securities Funds
White Mountains’s other long-term investments include ILS fund investments. The fair value of these investments is generally estimated using the NAV of the funds. As of December 31, 2021, White Mountains held investments in ILS funds with a fair value of $51.9 million.
Investments in ILS funds are generally subject to restrictions, including lock-up periods where no redemptions or withdrawals are allowed, non-renewal clauses, restrictions on redemption frequency and advance notice periods for redemptions. From time to time, natural catastrophe, liquidity, market or other events will occur that make the determination of fair value for underlying investments in ILS funds less certain due to the potential for loss development. In such circumstances, the impacted investments may be subject to additional lock-up provisions.
ILS funds are typically subject to monthly and annual restrictions on redemptions and advance redemption notice period requirements that range between 30 and 90 days. Amounts requested for redemption remain subject to market fluctuations until the redemption effective date, which generally falls at the end of the defined redemption period.
One of the ILS funds in White Mountains’s portfolio requires shareholders to provide advance redemption notice on or before September 15 of each calendar year. Amounts requested for redemption in this fund remain subject to market fluctuation until the underlying investment has fully matured or been commuted, which may be up to a period of three years from the start of each calendar year.
F - 29
Rollforward of Level 3 Investments
Level 3 measurements as of December 31, 2021 and 2020 consist of securities for which the estimated fair value has not been determined based upon quoted market price inputs for identical or similar securities. The following table presents the changes in White Mountains’s fair value measurements for Level 3 investments for the years ended December 31, 2021 and 2020:
| Level 3 Investments | ||||||||||||||||||||||||||
| Millions | Other Long-term Investments | Common Equity Securities | Other Long-term Investments and Investment in MediaAlpha pre-IPO | |||||||||||||||||||||||
| Balance at December 31, 2020 | $ | Balance at December 31, 2019 | $ | |||||||||||||||||||||||
| Net realized and unrealized gains | Net realized and unrealized gains | |||||||||||||||||||||||||
| Amortization/accretion | Amortization/accretion | |||||||||||||||||||||||||
| Purchases | Purchases | |||||||||||||||||||||||||
| Sales | ( | Sales | ( | ( | ||||||||||||||||||||||
| Effect of Ark Transaction | Effect of MediaAlpha IPO (1) | ( | ||||||||||||||||||||||||
| Transfers in | Transfers in | |||||||||||||||||||||||||
| Transfers out | Transfers out | |||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | Balance at December 31, 2020 | $ | $ | ||||||||||||||||||||||
(1) Represents the reclassification of White Mountains’s investment in MediaAlpha from a level 3 measurement to a level 1 measurement in connection with
the MediaAlpha IPO. See Note 2 - “Significant Transactions”.
Fair Value Measurements — Transfers Between Levels - For Years Ended December 31, 2021 and 2020
Transfers between levels are recorded using the fair value measurement as of the end of the quarterly period in which the event or change in circumstance giving rise to the transfer occurred.
During 2021 and 2020, there were no fixed maturity investments or other long-term investments classified as Level 3 measurements in the prior period that were transferred to Level 2 measurements.
During 2021 and 2020, there were no fixed maturity investments or other long-term investments classified as Level 2 measurements in the prior period that were transferred to Level 3 measurements.
During 2020, in connection with the MediaAlpha IPO, White Mountains’s investment in MediaAlpha was reclassified from a Level 3 measurement to a Level 1 measurement.
F - 30
Significant Unobservable Inputs
The following tables present significant unobservable inputs used in estimating the fair value of White Mountains’s other long-term investments, classified within Level 3 as of December 31, 2021 and 2020. The tables below exclude $46.7 million and $27.6 million of Level 3 other long-term investments generally valued based on recent or expected transaction prices. The fair value of investments in private equity funds, hedge funds, Lloyd’s trust deposits, bank loans funds and ILS funds are generally estimated using the NAV of the funds.
| $ in Millions | December 31, 2021 | |||||||||||||||||||||||||
| Description | Valuation Technique(s) (1) | Fair Value (2) | Unobservable Inputs | |||||||||||||||||||||||
Discount Rate (6) | Terminal Cash Flow Exit Multiple (x) or Terminal Revenue Growth Rate (%) (6) | |||||||||||||||||||||||||
Kudu’s Participation Contracts (3)(4)(5) | Discounted cash flow | $ | ||||||||||||||||||||||||
| PassportCard/DavidShield | Discounted cash flow | $ | ||||||||||||||||||||||||
| Elementum Holdings, L.P. | Discounted cash flow | $ | ||||||||||||||||||||||||
| Private debt investments | Discounted cash flow | $ | N/A | |||||||||||||||||||||||
(1) Key inputs to the discounted cash flow analysis generally include projections of future revenue and earnings, discount rates and terminal exit multiples or growth rates.
(2) Includes the net unrealized investment gains (losses) associated with foreign currency; foreign currency effects based on observable inputs.
(3) Since Kudu’s Participation Contracts are not subject to corporate taxes within Kudu Investment Management, LLC, pre-tax discount rates are applied to pre-tax cash flows in determining fair values. The weighted average discount rate and weighted average terminal cash flow exit multiple applied to Kudu’s Participation Contracts is 20 % and 10 x.
(4) In 2021, Kudu deployed a total of $223.4 in new and existing Kudu Participation Contracts, including TIG Advisors, TK Partners, Third Eye Capital Management, Douglass Winthrop Advisors, Granahan Investment Management and Radcliffe Capital Management.
(5) As of December 31, 2021, one of Kudu’s Participation Contracts with a total fair value of $78.8 was valued using a probability weighted expected return method, which was based on a discounted cash flow analysis and an expected sale transaction.
(6) Increases (decreases) to the discount rates in isolation would result in lower (higher) fair value measurements, while increases (decreases) to the terminal cash flow exit multiples or terminal revenue growth rates in isolation would result in higher (lower) fair value measurements.
| $ in Millions | December 31, 2020 | |||||||||||||||||||||||||
| Description | Valuation Technique(s) (1) | Fair Value (2) | Unobservable Inputs | |||||||||||||||||||||||
Discount Rate (6) | Terminal Cash Flow Exit Multiple (x) or Terminal Revenue Growth Rate (%) (6) | |||||||||||||||||||||||||
Kudu’s Participation Contracts (3)(4) | Discounted cash flow | $ | ||||||||||||||||||||||||
PassportCard/DavidShield (5) | Discounted cash flow | $ | ||||||||||||||||||||||||
| Elementum Holdings, L.P. | Discounted cash flow | $ | ||||||||||||||||||||||||
| Private debt investments | Discounted cash flow | $ | N/A | |||||||||||||||||||||||
| Other | Discounted cash flow | $ | ||||||||||||||||||||||||
(1) Key inputs to the discounted cash flow analysis generally include projections of future revenue and earnings, discount rates and terminal exit multiples or growth rates.
(2) Includes the net unrealized investment gains (losses) associated with foreign currency; foreign currency effects based on observable inputs.
(3) Since Kudu’s Participation Contracts are not subject to corporate taxes within Kudu Investment Management, LLC, pre-tax discount rates are applied to pre-tax cash flows in determining fair values. The weighted average discount rate and weighted average terminal cash flow exit multiple applied to Kudu’s Participation Contracts is 20 % and 10 x.
(4) In 2020, Kudu deployed a total of $118.2 in new Kudu Participation Contracts, including Creation Investments Capital, Sequoia Financial Group, Channel Capital and Ranger Investment Management.
(5) In 2020, White Mountains made an additional $15.0 investment in PassportCard/DavidShield. See Note 2 — “Significant Transactions”.
(6) Increases (decreases) to the discount rates in isolation would result in lower (higher) fair value measurements, while increases (decreases) to the terminal cash flow exit multiples or terminal revenue growth rates in isolation would result in higher (lower) fair value measurements.
F - 31
Note 4. Goodwill and Other Intangible Assets
White Mountains accounts for business combinations using the acquisition method. Under the acquisition method, White Mountains recognizes and measures the assets acquired, liabilities assumed and any non-controlling interest in the acquired entities at their acquisition date fair values. The estimated acquisition date fair values, generally consisting of intangible assets and liabilities for contingent consideration, may be recorded at provisional amounts in circumstances where the information necessary to complete the acquisition accounting is not available at the reporting date. Any such provisional amounts are finalized as measurement period adjustments within one year of the acquisition date.
The following table presents the economic lives, acquisition date fair values, accumulated amortization and net carrying values for other intangible assets and goodwill, by company as of December 31, 2021 and 2020:
| $ in Millions | Weighted Average Economic Life (in years) | December 31, 2021 | December 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition Date Fair Value | Accumulated Amortization | Impairments and Amounts Allocated to Held for Sale | Net Carrying Value | Acquisition Date Fair Value | Accumulated Amortization | Impairments | Net Carrying Value | |||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ark | N/A | $ | $ | — | $ | $ | $ | $ | — | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
NSM (1) | N/A | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kudu | N/A | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Operations | N/A | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total goodwill | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other intangible assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ark | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Underwriting Capacity | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
NSM (1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Customer relationships | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Trade names | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Information technology platform | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Renewal rights | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subtotal | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kudu | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Trade names | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Operations | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Trade names | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Customer relationships | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Insurance licenses (2) | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subtotal | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other intangible assets | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total goodwill and other intangible assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill and other intangible assets attributed to non-controlling interests | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill and other intangible assets included in White Mountains’s common shareholders’ equity | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) During 2021, NSM’s goodwill and intangible assets includes $(1.5 ) and $(0.3 ) of the effect of foreign currency translation. During 2020, NSM’s goodwill and intangible assets includes $13.4 and $1.6 of the effect of foreign currency translation.
(2) As of December 31, 2021, White Mountains has classified one of its Other Operating Businesses as held for sale, which includes of $8.6 of insurance licenses. See Note. 21 — “Held for Sale and Discontinued Operations”.
F - 32
Intangible Assets Valuation Methods
The goodwill recognized for the entities shown above is attributed to expected future cash flows. The acquisition date fair values of other intangible assets with finite lives are estimated using income approach techniques, which use future expected cash flows to develop a discounted present value amount.
The multi-period-excess-earnings method estimates fair value using the present value of the incremental after-tax cash flows attributable solely to the other intangible asset over its remaining life. This approach was used to estimate the fair value of other intangible assets associated with trade names, customer relationships and contracts and information technology.
The relief-from-royalty method was used to estimate fair value for other intangible assets that relate to rights that could be obtained via a license from a third-party owner. Under this method, the fair value is estimated using the present value of license fees avoided by owning rather than leasing the asset. This technique was used to estimate the fair value of domain names, certain trademarks and brand names.
The with-or-without method estimates the fair value of an other intangible asset that provides an incremental benefit. Under this method, the fair value of the other intangible asset is calculated by comparing the value of the entity with and without the other intangible asset. This approach was used to estimate the fair value of favorable lease terms.
On at least an annual basis beginning no later than the interim period included in the one-year anniversary of an acquisition, White Mountains evaluates goodwill and other intangible assets for potential impairment. Between annual evaluations, White Mountains considers changes in circumstances or events subsequent to the most recent evaluation that may indicate that an impairment may exist and, if necessary will perform an interim review for potential impairment.
The following table presents a summary of the acquisition date fair values of goodwill and other intangible assets for acquisitions completed during 2021 and 2020:
| $ in Millions | ||||||||||||||
| Acquisition of Subsidiary/ Asset | Goodwill and Other Intangible Assets (1) | Acquisition Date | ||||||||||||
| Kingsbridge | $ | April 7, 2020 | ||||||||||||
| J.C. Taylor | August 6, 2021 | |||||||||||||
| Total NSM segment | $ | |||||||||||||
| Ark | $ | January 1, 2021 | ||||||||||||
| Other Operations | $ | Various | ||||||||||||
F - 33
Goodwill and Other Intangible Asset Rollforward
The following table presents the change in goodwill and other intangible assets:
| December 31, 2021 | December 31, 2020 | |||||||||||||||||||||||||||||||||||||
| Millions | Goodwill | Other Intangible Assets | Total Goodwill and Other Intangible Assets | Goodwill | Other Intangible Assets | Total Goodwill and Other Intangible Assets | ||||||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Acquisition of businesses (1) | ||||||||||||||||||||||||||||||||||||||
| Ark Transaction | ||||||||||||||||||||||||||||||||||||||
Attribution of acquisition date fair value estimates between goodwill and other intangible assets (2) | ( | ( | ||||||||||||||||||||||||||||||||||||
Measurement period adjustments(5) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Dispositions of businesses | ||||||||||||||||||||||||||||||||||||||
| Amortization | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
Impairments (3) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Assets held for sale | ( | ( | ||||||||||||||||||||||||||||||||||||
Loss on assets held for sale (4) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1) During 2021, amounts include acquisition of J.C. Taylor of $55.7 and acquisitions within Other Operations of $15.8 . During 2020, amounts include acquisition of Kingsbridge of $125.1 and acquisitions within Other Operations of $14.9 .
(2) During 2021, the attribution of acquisition date fair value estimates between goodwill and other intangible assets were $27.2 for the acquisition of J.C. Taylor and $9.3 for acquisitions within Other Operations segment. During 2020, the attribution of acquisition date fair value estimates between goodwill and other intangible assets were $13.6 for the acquisition of Kingsbridge and $9.6 for acquisitions within Other Operations segment.
(3) In 2020, impairments relate to NSM’s UK vertical.
(4) Relates to the sale of NSM’s Fresh Insurance’s motor business recorded in 2021. This amount excludes $1.5 of net proceeds related to the sale.
(5) Measurement period adjustments relate to updated information about acquisition date fair values of assets acquired and liabilities assumed. During 2021, adjustments relate to acquisitions within the Other Operations segment. During 2020, adjustments primarily relate to contingent considerations of $4.1 in connection with the acquisition of Kingsbridge and the remaining amount related to acquisitions within Other Operations segment.
During the years ended December 31, 2021 and 2020, White Mountains did not recognize any impairments to goodwill.
On April 12, 2021, NSM sold Fresh Insurance’s motor business. During 2021, in connection with the sale, White Mountains recognized a loss of $28.7 million. See Note 21 — “Held for Sale and Discontinued Operations”.
During 2020, White Mountains recognized impairments of other intangible assets of $6.2 million related to the UK vertical. The impairments related to lower premium volumes, including due to the impact of the COVID-19 pandemic, and certain reorganization initiatives at the UK vertical.
During 2019, White Mountains recognized an impairment of other intangible assets of $2.4 million related to Fresh Insurance and impairments of goodwill and other intangible assets of $7.6 million and $0.4 million, respectively, related to Other Operations. Impairment charges are presented within general and administrative assets expenses for the segments affected on the statement of operations.
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Amortization of Other Intangible Assets
Amortization expense was $39.8 million, $28.3 million and $21.8 million for the years ended December 31, 2021, 2020 and 2019.
White Mountains expects to recognize amortization expense in each of the next five years as the following table presents:
| Millions | Amortization Expense | |||||||
| 2022 | $ | |||||||
| 2023 | ||||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 and years after | ||||||||
Total (1) | $ | |||||||
(1) Excludes Ark’s indefinite-lived intangible assets of $175.7 .
Note 5. Loss and Loss Adjustment Expense Reserves
Ark establishes loss and LAE reserves that are estimates of amounts needed to pay claims and related expenses in the future for insured events that have already occurred. The process of estimating reserves involves a considerable degree of judgment by management and, as of any given date, is inherently uncertain.
HG Re and BAM do not have any outstanding loss and LAE reserves related to BAM’s municipal bond guarantee business.
Loss and LAE reserves are typically comprised of case reserves for claims reported and reserves for losses that have occurred but for which claims have not yet been reported, referred to as IBNR reserves. IBNR reserves include a provision for expected future development on case reserves. Case reserves are estimated based on the experience and knowledge of claims staff regarding the nature and potential cost of each claim and are adjusted as additional information becomes known or payments are made. IBNR reserves are derived by subtracting paid loss and LAE and case reserves from estimates of ultimate loss and LAE. Actuaries estimate ultimate loss and LAE using various generally accepted actuarial methods applied to known losses and other relevant information. Like case reserves, IBNR reserves are adjusted as additional information becomes known or payments are made.
Losses and LAE are categorized by the year in which the policy is underwritten (the year of account, or underwriting year) for purposes of Ark’s claims management and estimation of the ultimate loss and LAE reserves. For purposes of Ark’s reporting under GAAP, losses and LAE are categorized by the year in which the claim is incurred (the accident year).
Ultimate loss and LAE are generally determined by extrapolation of claim emergence and settlement patterns observed in the past that can reasonably be expected to persist into the future. In forecasting ultimate loss and LAE with respect to any line of business, past experience with respect to that line of business is the primary resource, but cannot be relied upon in isolation. Ark’s own experience, particularly claims development experience, such as trends in case reserves, payments on and closings of claims, as well as changes in business mix and coverage limits, is the most important information for estimating its reserves. External data, available from organizations such as the Lloyd’s Market Association, consulting firms and other insurance and reinsurance companies, is used to supplement or corroborate Ark’s own experience. External data can be especially useful for estimating costs on newer lines of business. Ultimate loss and LAE for major losses and catastrophes are estimated based on the known and expected exposures to the loss event, rather than simply relying on the extrapolation of reported and settled claims.
For some lines of business, such as long-tail coverages discussed below, claims data reported in the most recent years of account are often too limited to provide a meaningful basis for analysis due to the typical delay in reporting and settling of claims. For this type of business, Ark uses an expected loss ratio method for the initial years of account. This is a standard and accepted actuarial reserve estimation method in these circumstances in which the loss ratio is selected based upon information used in pricing policies for that line of business, as well as any publicly available industry data, such as industry pricing, experience and trends, for that line of business.
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Uncertainties in estimating ultimate loss and LAE are magnified by the time lag between when a claim actually occurs and when it is reported and eventually settled. This time lag is sometimes referred to as the “claim-tail”. The claim-tail for reinsurance and insurance obtained through brokers, MGAs and reinsurance intermediaries (collectively the “insurance and reinsurance intermediaries”) is further extended because claims are first reported to either the original primary insurance company or the insurance and reinsurance intermediaries. The claim-tail for most property coverages is typically short (usually a few days up to a few months). Settlements for casualty/liability coverages can extend for long periods of time as claims are often reported and ultimately paid or settled years after the related loss events occur. During the long claims reporting and settlement period, additional facts regarding coverages written in prior years of account, as well as about actual claims and trends, may become known and, as a result, Ark may adjust its reserves. The inherent uncertainties of estimating reserves are increased by the diversity of loss development patterns among different types of reinsurance treaties, facultative contracts or direct insurance contracts, the necessary reliance on the ceding companies and insurance and reinsurance intermediaries for information regarding reported claims and the differing reserving practices among ceding companies and insurance and reinsurance intermediaries.
If management determines that an adjustment is appropriate, the adjustment is booked in the accounting period in which such determination is made. Accordingly, should reserves need to be increased or decreased in the future from amounts currently established, future results of operations would be negatively or positively impacted.
In determining ultimate loss and LAE, the cost to indemnify claimants, provide needed legal defense and other services for insureds and administer the investigation and adjustment of claims are considered. These claim costs are influenced by many factors that change over time, such as expanded coverage definitions as a result of new court decisions, inflation in costs to repair or replace damaged property, inflation in the cost of medical services, and legislated changes in statutory benefits, as well as by the particular, unique facts that pertain to each claim. As a result, the rate at which claims arose in the past and the costs to settle them may not always be representative of what will occur in the future. The factors influencing changes in claim costs are often difficult to isolate or quantify and developments in paid and incurred losses from historical trends are frequently subject to multiple and conflicting interpretations. Changes in coverage terms or claims handling practices may also cause future experience and/or development patterns to vary from the past. A key objective of actuaries in developing estimates of ultimate loss and LAE and resulting IBNR reserves is to identify aberrations and systemic changes occurring within historical experience and accurately adjust for them so that the future can be projected more reliably. Because of the factors previously discussed, this process requires the use of informed judgment and is inherently uncertain.
Ark performs an actuarial review of its recorded loss and LAE reserves each quarter, using several generally accepted actuarial methods to evaluate its loss reserves, each of which has its own strengths and weaknesses. Management places more or less reliance on a particular method based on the facts and circumstances at the time the reserve estimates are made. These methods generally fall into one of the following categories or are hybrids of one or more of the following categories:
•Historical paid loss development methods: These methods use historical loss payments over discrete periods of time to estimate future losses. Historical paid loss development methods assume that the ratio of losses paid in one period to losses paid in an earlier period will remain constant. These methods necessarily assume that factors that have affected paid losses in the past, such as inflation or the effects of litigation, will remain constant in the future. Because historical paid loss development methods do not use case reserves to estimate ultimate losses, they can be more reliable than the other methods discussed below that look to case reserves (such as actuarial methods that use incurred losses) in situations where there are significant changes in how case reserves are established by a company’s claims adjusters. However, historical paid loss development methods are more leveraged, meaning that small changes in payments have a larger impact on estimates of ultimate losses, than actuarial methods that use incurred losses because cumulative loss payments take much longer to approach the expected ultimate losses than cumulative incurred amounts. In addition, and for similar reasons, historical paid loss development methods are often slow to react to situations when new or different factors arise than those that have affected paid losses in the past.
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•Historical incurred loss development methods: These methods, like historical paid loss development methods, assume that the ratio of losses in one period to losses in an earlier period will remain constant in the future. However, instead of using paid losses, these methods use incurred losses (i.e., the sum of cumulative historical loss payments plus outstanding case reserves) over discrete periods of time to estimate future losses. Historical incurred loss development methods can be preferable to historical paid loss development methods because they explicitly take into account open cases and the claims adjusters’ evaluations of the cost to settle all known claims. However, historical incurred loss development methods necessarily assume that case reserving practices are consistently applied over time. Therefore, when there have been significant changes in how case reserves are established, using incurred loss data to project ultimate losses can be less reliable than other methods.
•Expected loss ratio methods: These methods are based on the assumption that ultimate losses vary proportionately with premiums. Expected loss ratios are typically developed based upon the information used in pricing, and are multiplied by the total amount of premiums earned to calculate ultimate losses. Expected loss ratio methods are useful for estimating ultimate losses in the early years of long-tailed lines of business, when little or no paid or incurred loss information is available.
•Bornhuetter-Ferguson methods: These methods are a blend of the expected loss ratio and loss development methods. The percent of incurred (or paid) loss to ultimate loss implied by the selected development pattern from the incurred (or paid) loss development method is used to determine the percentage of ultimate loss yet to be developed. Inception to date losses are added to losses yet to be developed, yielding an estimate of ultimate for each year of account.
•Adjusted historical paid and incurred loss development methods: These methods take traditional historical paid and incurred loss development methods and adjust them for the estimated impact of changes from the past in factors such as inflation, the speed of claim payments or the adequacy of case reserves. Adjusted historical paid and incurred loss development methods are often more reliable methods of predicting ultimate losses in periods of significant change, provided the actuaries can develop methods to reasonably quantify the impact of changes.
As part of Ark’s quarterly actuarial review, Ark compares the previous quarter’s projections of incurred, paid and case reserve activity, including amounts incurred but not reported, to actual amounts experienced in the quarter. Differences between previous estimates and actual experience are evaluated to determine whether a given actuarial method for estimating loss and LAE reserves should be relied upon to a greater or lesser extent than it had been in the past. While some variance is expected each quarter due to the inherent uncertainty in estimating loss and LAE reserves, persistent or large variances would indicate that prior assumptions and/or reliance on certain actuarial methods may need to be revised going forward.
Upon completion of each quarterly review, Ark selects indicated loss and LAE reserve levels based on the results of the actuarial methods described previously, which are the primary consideration in determining management's best estimate of required loss and LAE reserves. However, in making its best estimate, management also considers other qualitative factors that may lead to a difference between held reserves and the actuarial central estimate of reserves. Typically, these qualitative factors are considered when management and Ark’s actuaries conclude that there is insufficient historical incurred and paid loss information or that trends included in the historical incurred and paid loss information are likely to repeat in the future. Such qualitative factors include, among others, recent entry into new markets or new products, improvements in the claims department that are expected to lessen future ultimate loss costs, legal and regulatory developments, or other uncertainties that may arise.
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Ark Reserve Estimation by Line of Business
The process of establishing loss and LAE reserves, including amounts incurred but not reported, is complex and imprecise as it must consider many variables that are subject to the outcome of future events. As a result, informed subjective estimates and judgments as to the ultimate exposure to losses are an integral component of the loss and LAE reserving process. Ark categorizes and tracks insurance and reinsurance reserves by “reserving class of business” for each underwriting office, London and Bermuda, and then aggregates the reserving classes by line of business, which are summarized herein as property and accident & health, marine & energy, specialty, casualty - active and casualty - runoff.
Ark regularly reviews the appropriateness of its loss and LAE reserves at the reserving class of business level, considering a variety of trends that impact the ultimate settlement of claims for the subsets of claims in each particular reserving class.
For loss and LAE reserves as of December 31, 2021, Ark considers that the impact of the various reserving factors, as described below, on future paid losses would be similar to the impact of those factors on historical paid losses.
The major causes of material uncertainty (i.e., reserving factors) generally will vary for each line of business, as well as for each separately analyzed reserving class of business within the line of business. Also, reserving factors can have offsetting or compounding effects on estimated loss and LAE reserves. In almost all cases, it is impossible to discretely measure the effect of a single reserving factor and construct a meaningful sensitivity expectation. Actual results will likely vary from expectations for each of these assumptions, resulting in an ultimate claim liability that is different from that being estimated currently.
Additional causes of material uncertainty exist in most product lines and may impact the types of claims that could occur within a particular line of business or reserving class of business. Examples where reserving factors, within a line of business or reserving class of business, are subject to change include changing types of insured (e.g., type of insured vehicle, size of account, industry insured, jurisdiction), changing underwriting standards, or changing policy provisions (e.g., deductibles, policy limits, endorsements).
Following is a detailed description of the reserve factors and consideration for each of the major product lines.
Property and Accident & Health
Ark’s property and accident & health reserving line of business contains short-tailed reserving classes. As such, reserving for these classes generally involves less uncertainty given the speed of settlement.
For property reserving classes, the reserve risk is driven primarily by occasional catastrophe events, though the financial effect of these is mitigated by reinsurance and retrocessional purchases. Ark writes property business on both an insurance and reinsurance basis. The insurance business primarily consists of direct and facultative contracts. However, some business is written through lineslips and MGA binding authorities, which could have a longer tail due to the increased exposure period caused by underlying policies attaching to the binder contract. The reinsurance business can also have a longer tail due to timing delays resulting from attachment points on excess of loss contracts.
For accident & health reserving classes, the losses emanate from a wide range of personal accident, sickness, travel and medical insurance risks. The underlying business is a mix of direct and facultative contracts, as well as some MGA and reinsurance contracts, which are typically shorter tail lines. Certain smaller components of the accident & health business can be longer-tailed. The accident & health business is also exposed to occasional catastrophic events though not to the same degree as the property business.
Marine & Energy
Ark’s marine & energy reserving line of business is underwritten on both an insurance and reinsurance basis and can be broken down into physical damage on marine risks, physical damage on upstream energy platforms, and marine & energy liabilities.
The marine reserving classes consist primarily of marine hull, cargo and specie risks. These all generally have some element of transportability, which mitigates the catastrophe risk exposure. For example, having the ability to move out of the path of a hurricane if provided with sufficient notice. The marine reserving classes are generally shorter-tailed.
The energy platform reserving classes cover risks that are less transportable and therefore are exposed to catastrophe events similar to property reserving classes. Other energy reserving classes cover construction contracts, which often have considerably protracted exposure periods with the bulk of the risk towards end of the coverage period. This can have the effect of increasing the tail on an otherwise short-tail reserving class.
The marine & energy liability reserving classes, which represent a smaller portion of the marine & energy business, are typically longer-tailed compared to physical damage reserving classes.
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Specialty
Ark’s specialty portfolio is comprised of a diverse portfolio of insurance and reinsurance subclasses of business. Certain subclasses of business are exposed to both catastrophe events and man-made loss events, for example terrorism, political violence and space. Although these subclasses have different coverage and exposures, they are all short-tailed in nature and have similar reserving features.
Casualty – Active and Casualty – Runoff
Ark’s casualty reserving lines of business, which include casualty–active and casualty–runoff, are long-tailed classes of business. Consequently, the ultimate liability may not be known at the date of loss, which results in greater uncertainty when reserving for casualty lines.
The casualty–active line of business consists of U.S. reinsurance and insurance risks written on an excess of loss basis. The casualty–runoff line of business consists of international reinsurance risks and U.S. casualty insurance risks written through an MGA binding authority. The losses arising from these lines of business are primarily related to medical malpractice, professional liability and general liability coverages, which are long-tailed lines of business.
Casualty policies are generally written on either a claims made or occurrence basis. On a claims made basis, the trigger of loss is based on the date that the loss is reported. On an occurrence basis, the trigger of loss is the date that the loss occurred. Due to delays between loss occurrence and loss reporting, business written on an occurrence basis can be longer-tailed than business written on a claims made basis.
There are a number of common reserving factors for casualty lines that can affect the estimated casualty reserves, including:
•Changes in claim-handling practices, both in-house and through third-party claims administrators,
•Changes in court interpretations of policy provisions, and
•Trends in litigation or jury awards.
Cumulative Number of Reported Claims
Ark counts a claim for each unique combination of individual claimant and loss event. The claim is counted only if, net of any applicable deductibles, a payment has been made or a case reserve has been recorded or is anticipated to be recorded. A claim is still counted if the claim is closed with no payment. Bulk-coded losses are counted as one claim as underlying claim counts are not available.
Discounting
Ark does not discount loss and LAE reserves.
Impact of Third-Party Capital
For the years of account prior to the Ark Transaction, a significant proportion of the Syndicates’ underwriting capital was provided by TPC Providers using whole account reinsurance contracts with Ark’s corporate member. The TPC Providers’ participation in the Syndicates for the 2020 and 2019 open years of account is 42.8 % and 58.3 % of the total net result of the Syndicates. For the years of account subsequent to the Ark Transaction, Ark is no longer using TPC Providers to provide underwriting capital for the Syndicates.
A Reinsurance to Close (“RITC”) agreement is generally put in place after the third year of operations for a year of account such that the outstanding loss and LAE reserves, including future development thereon, are reinsured into the next year of account. As a result and in combination with the changing participation provided by TPC Providers, Ark’s participation on outstanding loss and LAE reserves reinsured into the next year of account may change, perhaps significantly. For example, during 2021, an RITC was executed such that the outstanding loss and LAE reserves for claims arising out of the 2018 year of account, for which the TPC Providers’ participation in the total net results of the Syndicates was 57.6 %, were reinsured into the 2019 year of account, for which the TPC Providers’ participation in the total net results of the Syndicates is 58.3 %.
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Loss and Loss Adjustment Expense Reserve Summary
| Millions | Year Ended December 31, 2021 | |||||||
| Gross beginning balance | $ | |||||||
Less: beginning reinsurance recoverable on unpaid losses (1) | ( | |||||||
| Net loss and LAE reserves | ||||||||
| Losses and LAE incurred relating to: | ||||||||
| Current year losses | ||||||||
| Prior year losses | ( | |||||||
| Net incurred losses and LAE | ||||||||
| Loss and LAE paid relating to: | ||||||||
| Current year losses | ( | |||||||
| Prior year losses | ( | |||||||
| Net paid losses and LAE | ( | |||||||
Change in TPC Providers’ participation (2) | ( | |||||||
| Foreign currency translation and other adjustments to loss and LAE reserves | ( | |||||||
| Net ending balance | ||||||||
Plus: ending reinsurance recoverable on unpaid losses (1) | ||||||||
| Gross ending balance | $ | |||||||
(1) The beginning reinsurance recoverable on unpaid losses and ending reinsurance recoverable on unpaid losses includes amounts attributable to TPC Providers of $319.2 and $276.8 .
(2) Amount represents a decrease in net loss and LAE reserves due to a change in the TPC Providers’ participation during 2021, related to the RITC for the 2018 year of account.
During the year ended December 31, 2021, Ark experienced $21.5 million of net favorable loss reserve development. Ark’s net favorable loss reserve development was driven primarily by the accident & health ($8.9 million), casualty – ongoing ($3.7 million), specialty ($3.3 million) and casualty – runoff ($3.3 million) reserving lines of business. The favorable loss reserve development in the property and accident & health reserving line of business was driven primarily by positive claims experience within the 2018 and 2019 accident years.
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The following table summarizes the unpaid loss and LAE reserves, net of reinsurance recoverables on unpaid losses, for each of Ark’s major reserving lines of business as of December 31, 2021:
Millions | As of December 31, 2021 | |||||||
| Property and Accident & Health | $ | |||||||
| Marine & Energy | ||||||||
| Specialty | ||||||||
| Casualty - Active | ||||||||
| Casualty - Runoff | ||||||||
| Other | ||||||||
| Unpaid loss and LAE reserves, net of reinsurance recoverables on unpaid losses | ||||||||
Plus: Reinsurance recoverables on unpaid losses (1) | ||||||||
| Property and Accident & Health | ||||||||
| Marine & Energy | ||||||||
| Specialty | ||||||||
| Casualty - Active | ||||||||
| Casualty - Runoff | ||||||||
Total Reinsurance recoverables on unpaid losses (1) | ||||||||
| Total unpaid loss and LAE reserves | $ | |||||||
(1) The reinsurance recoverables on unpaid losses include amounts attributable to TPC Providers of $276.8 .
The following five tables include one table each for the property and accident & health, marine & energy, specialty, casualty-active and casualty-runoff reserving lines of business, and are presented net of reinsurance, which includes the impact of whole-account quota-share reinsurance arrangements related to TPC Providers. Through the annual RITC process, Ark’s participation on outstanding loss and LAE reserves on prior years of account can fluctuate. Depending on the change in the TPC Providers’ participation from one year of account to the next, the impact could be significant and is reflected in the tables on an accident year basis. The following table summarizes the participation of Ark’s TPC Providers by year of account:
| 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | |||||||||||||||||||||||
| TPC Providers’ Participation | % | % | % | % | % | % | % | % | % | % | ||||||||||||||||||||||
Each of the five tables includes three sections.
The top section of the table presents, for each of the previous 10 accident years (1) cumulative total undiscounted incurred loss and LAE as of each of the previous 10 year-end evaluations, (2) total IBNR plus expected development on reported claims as of December 31, 2021, and (3) the cumulative number of reported claims as of December 31, 2021.
The middle section of the table presents cumulative paid loss and LAE for each of the previous 10 accident years as of each of the previous 10 year-end evaluations. Also included in this section is a calculation of the loss and LAE reserves as of December 31, 2021 which is then included in the reconciliation to the consolidated balance sheet presented above. The total unpaid loss and LAE reserves as of December 31, 2021 is calculated as the cumulative incurred loss and LAE from the top section less the cumulative paid loss and LAE from the middle section, plus any outstanding liabilities from accident years prior to 2012.
The bottom section of the table is supplementary information about the average historical claims duration as of December 31, 2021. It shows the weighted average annual percentage payout of incurred loss and LAE by accident year as of each age. For example, the first column is calculated as the incremental paid loss and LAE in the first calendar year for each given accident year (e.g. calendar year 2020 for accident year 2020, calendar year 2021 for accident year 2021) divided by the cumulative incurred loss and LAE as of December 31, 2021 for that accident year. The resulting ratios are weighted together using cumulative incurred loss and LAE as of December 31, 2021.
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| Property and Accident & Health | |||||||||||||||||||||||||||||||||||||||||||||||
| $ in Millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Incurred Loss and LAE, Net of Reinsurance | |||||||||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total IBNR plus expected development on reported claims | Cumulative number of reported claims | |||||||||||||||||||||||||||||||||||
| Unaudited | |||||||||||||||||||||||||||||||||||||||||||||||
| 2012 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
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| 2016 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
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| Total | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Property and Accident & Health | ||||||||||||||||||||||||||||||||||||||
Millions | ||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and LAE, Net of Reinsurance | ||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||||||||
| 2012 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| 2013 | ||||||||||||||||||||||||||||||||||||||
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| Total | ||||||||||||||||||||||||||||||||||||||
All outstanding liabilities before 2012, net of reinsurance | ||||||||||||||||||||||||||||||||||||||
Loss and LAE reserves, net of reinsurance | $ | |||||||||||||||||||||||||||||||||||||
| Property and Accident & Health | ||||||||||||||||||||||||||||||||
| Average Annual Percentage Payout of Incurred Losses and LAE by Age, Net of Reinsurance | ||||||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||
| Years | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||||||||||||||||||||
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| Marine & Energy | |||||||||||||||||||||||||||||||||||||||||||||||
| $ in Millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Incurred Loss and LAE, Net of Reinsurance | |||||||||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total IBNR plus expected development on reported claims | Cumulative number of reported claims | |||||||||||||||||||||||||||||||||||
| Unaudited | |||||||||||||||||||||||||||||||||||||||||||||||
| 2012 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| 2013 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
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| Total | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Marine & Energy | ||||||||||||||||||||||||||||||||||||||
| Millions | ||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and LAE, Net of Reinsurance | ||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||||||||
| 2012 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| 2013 | ||||||||||||||||||||||||||||||||||||||
| 2014 | ||||||||||||||||||||||||||||||||||||||
| 2015 | ||||||||||||||||||||||||||||||||||||||
| 2016 | ||||||||||||||||||||||||||||||||||||||
| 2017 | ||||||||||||||||||||||||||||||||||||||
| 2018 | ||||||||||||||||||||||||||||||||||||||
| 2019 | ||||||||||||||||||||||||||||||||||||||
| 2020 | ||||||||||||||||||||||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| All outstanding liabilities before 2012, net of reinsurance | ||||||||||||||||||||||||||||||||||||||
Loss and LAE reserves, net of reinsurance | $ | |||||||||||||||||||||||||||||||||||||
| Marine & Energy | ||||||||||||||||||||||||||||||||
| Average Annual Percentage Payout of Incurred Losses and LAE by Age, Net of Reinsurance | ||||||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||
| Years | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||||||||||||||||||||
| ( | ||||||||||||||||||||||||||||||||
F - 43
| Specialty | |||||||||||||||||||||||||||||||||||||||||||||||
| $ in Millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Incurred Loss and LAE, Net of Reinsurance | |||||||||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total IBNR plus expected development on reported claims | Cumulative number of reported claims | |||||||||||||||||||||||||||||||||||
| Unaudited | |||||||||||||||||||||||||||||||||||||||||||||||
| 2012 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| 2013 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2014 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| 2015 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2016 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| 2017 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Specialty | ||||||||||||||||||||||||||||||||||||||
Millions | ||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and LAE, Net of Reinsurance | ||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||||||||
| 2012 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| 2013 | ||||||||||||||||||||||||||||||||||||||
| 2014 | ||||||||||||||||||||||||||||||||||||||
| 2015 | ||||||||||||||||||||||||||||||||||||||
| 2016 | ||||||||||||||||||||||||||||||||||||||
| 2017 | ||||||||||||||||||||||||||||||||||||||
| 2018 | ||||||||||||||||||||||||||||||||||||||
| 2019 | ||||||||||||||||||||||||||||||||||||||
| 2020 | ||||||||||||||||||||||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
All outstanding liabilities before 2012, net of reinsurance | ( | |||||||||||||||||||||||||||||||||||||
Loss and LAE reserves, net of reinsurance | $ | |||||||||||||||||||||||||||||||||||||
| Specialty | ||||||||||||||||||||||||||||||||
| Average Annual Percentage Payout of Incurred Losses and LAE by Age, Net of Reinsurance | ||||||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||
| Years | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||||||||||||||||||||
| ( | ( | |||||||||||||||||||||||||||||||
F - 44
| Casualty - Active | |||||||||||||||||||||||||||||||||||||||||||||||
| $ in Millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Incurred Loss and LAE, Net of Reinsurance | |||||||||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total IBNR plus expected development on reported claims | Cumulative number of reported claims | |||||||||||||||||||||||||||||||||||
| Unaudited | |||||||||||||||||||||||||||||||||||||||||||||||
| 2012 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| 2013 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2014 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2015 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2016 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2017 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Casualty - Active | ||||||||||||||||||||||||||||||||||||||
Millions | ||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and LAE, Net of Reinsurance | ||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||||||||
| 2012 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| 2013 | ||||||||||||||||||||||||||||||||||||||
| 2014 | ||||||||||||||||||||||||||||||||||||||
| 2015 | ||||||||||||||||||||||||||||||||||||||
| 2016 | ||||||||||||||||||||||||||||||||||||||
| 2017 | ||||||||||||||||||||||||||||||||||||||
| 2018 | ||||||||||||||||||||||||||||||||||||||
| 2019 | ||||||||||||||||||||||||||||||||||||||
| 2020 | ||||||||||||||||||||||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
All outstanding liabilities before 2012, net of reinsurance | ||||||||||||||||||||||||||||||||||||||
Loss and LAE reserves, net of reinsurance | $ | |||||||||||||||||||||||||||||||||||||
| Casualty - Active | ||||||||||||||||||||||||||||||||
| Average Annual Percentage Payout of Incurred Losses and LAE by Age, Net of Reinsurance | ||||||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||
| Years | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||||||||||||||||||||
F - 45
| Casualty - Runoff | |||||||||||||||||||||||||||||||||||||||||||||||
| $ in Millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Incurred Loss and LAE, Net of Reinsurance | |||||||||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total IBNR plus expected development on reported claims | Cumulative number of reported claims | |||||||||||||||||||||||||||||||||||
| Unaudited | |||||||||||||||||||||||||||||||||||||||||||||||
| 2012 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||
| 2013 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2014 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2015 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2016 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2017 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Casualty - Runoff | ||||||||||||||||||||||||||||||||||||||
| Millions | ||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and LAE, Net of Reinsurance | ||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| Accident Year | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||||||||
| 2012 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| 2013 | ||||||||||||||||||||||||||||||||||||||
| 2014 | ||||||||||||||||||||||||||||||||||||||
| 2015 | ||||||||||||||||||||||||||||||||||||||
| 2016 | ||||||||||||||||||||||||||||||||||||||
| 2017 | ||||||||||||||||||||||||||||||||||||||
| 2018 | ||||||||||||||||||||||||||||||||||||||
| 2019 | ||||||||||||||||||||||||||||||||||||||
| 2020 | ||||||||||||||||||||||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
All outstanding liabilities before 2012, net of reinsurance | ||||||||||||||||||||||||||||||||||||||
Loss and LAE reserves, net of reinsurance | $ | |||||||||||||||||||||||||||||||||||||
| Casualty - Runoff | ||||||||||||||||||||||||||||||||
| Average Annual Percentage Payout of Incurred Losses and LAE by Age, Net of Reinsurance | ||||||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||
| Years | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||||||||||||||||||||
F - 46
Note 6. Third-Party Reinsurance
In the normal course of business, Ark may seek to limit losses that may arise from catastrophes or other events by reinsuring certain risks with third-party reinsurers. Ark remains liable for risks reinsured in the event that the reinsurer does not honor its obligations under reinsurance contracts. The following table summarizes the effects of reinsurance on written and earned premiums and on losses and LAE for Ark.
| Year Ended December 31, 2021 | ||||||||
| Millions | ||||||||
| Written premiums: | ||||||||
| Gross | $ | |||||||
| Ceded | ( | |||||||
| Net written premiums | $ | |||||||
| Earned premiums: | ||||||||
| Gross | $ | |||||||
| Ceded | ( | |||||||
| Net earned premiums | $ | |||||||
| Losses and LAE: | ||||||||
| Gross | $ | |||||||
| Ceded | ( | |||||||
| Net Losses and LAE | $ | |||||||
As of December 31, 2021, Ark had $428.9 million and $19.5 million of reinsurance recoverables on unpaid and paid losses. As reinsurance contracts do not relieve Ark of its obligation to its policyholders, Ark seeks to reduce the credit risk associated with reinsurance balances by avoiding over-reliance on specific reinsurers through the application of concentration limits and thresholds. Ark is selective with its reinsurers, placing reinsurance with only those reinsurers having a strong financial condition. Ark monitors the financial strength of its reinsurers on an ongoing basis.
As of December 31, 2021, Ark’s reinsurance recoverables of $448.4 million included $276.8 million related to TPC Providers, which are collateralized. The following table provides a listing of Ark’s remaining gross and net reinsurance recoverables, excluding amounts related to TPC Providers, by the reinsurer’s A.M. Best Company, Inc. (“A.M. Best”) rating and the percentage of total recoverables.
| $ in Millions | As of December 31, 2021 | |||||||||||||||||||||||||
A.M. Best Rating (1) | Gross | Collateral | Net | % of Total | ||||||||||||||||||||||
| A+ or better | $ | $ | $ | % | ||||||||||||||||||||||
A- to A | ||||||||||||||||||||||||||
| B++ or lower and not rated | ||||||||||||||||||||||||||
| Total | $ | $ | $ | % | ||||||||||||||||||||||
(1) A.M. Best ratings as detailed above are: “A+ or better” (Superior) “A- to A” (Excellent), “B++” (Good).
See Note 10 — “Municipal Bond Guarantee Insurance” for third-party reinsurance balances related to White Mountains’s financial guarantee business.
Reinsurance Contracts Accounted for as Deposits
Ark has an aggregate excess of loss contract with SiriusPoint, which is accounted for using the deposit method and recorded within other assets. Ark earns an annual crediting rate of 3.0 %, which is recorded within other revenue. During 2021, Ark negotiated a reduction of $31.7 million, including accrued interest, to the aggregate excess of loss contract with SiriusPoint. As of December 31, 2021, the carrying value of Ark’s deposit in SiriusPoint, including accrued interest, was $20.4 million.
See Note 10 — “Municipal Bond Guarantee Insurance” for reinsurance contracts accounted for as deposits related to White Mountains’s financial guarantee business.
F - 47
Note 7. Debt
The following table presents White Mountains’s debt outstanding as of December 31, 2021 and 2020:
| December 31, | Effective | (1) | December 31, | Effective | (1) | ||||||||||||||||||||||||
| $ in Millions | 2021 | Rate | 2020 | Rate (1) | |||||||||||||||||||||||||
| Ark 2007 Notes Tranche 1 | $ | $ | — | ||||||||||||||||||||||||||
| Ark 2007 Notes Tranche 2 | — | ||||||||||||||||||||||||||||
| Ark 2007 Subordinated Notes, carrying value | — | ||||||||||||||||||||||||||||
| Ark 2021 Notes Tranche 1 | — | ||||||||||||||||||||||||||||
| Ark 2021 Notes Tranche 2 | — | ||||||||||||||||||||||||||||
| Ark 2021 Notes Tranche 3 | — | ||||||||||||||||||||||||||||
| Unamortized issuance cost | ( | — | |||||||||||||||||||||||||||
| Ark 2021 Subordinated Notes, carrying value | — | ||||||||||||||||||||||||||||
| Total Ark Subordinated Notes, carrying value | — | ||||||||||||||||||||||||||||
| NSM Bank Facility | (2) | (2) | |||||||||||||||||||||||||||
| Unamortized issuance cost | ( | ( | |||||||||||||||||||||||||||
| NSM Bank Facility, carrying value | |||||||||||||||||||||||||||||
| Other NSM debt | |||||||||||||||||||||||||||||
| Kudu Credit Facility | — | ||||||||||||||||||||||||||||
| Unamortized issuance cost | ( | — | |||||||||||||||||||||||||||
| Kudu Credit Facility, carrying value | — | ||||||||||||||||||||||||||||
| Kudu Bank Facility | — | ||||||||||||||||||||||||||||
| Unamortized issuance cost | — | ( | |||||||||||||||||||||||||||
| Kudu Bank Facility, carrying value | — | ||||||||||||||||||||||||||||
| Other Operations debt | |||||||||||||||||||||||||||||
| Unamortized issuance cost | ( | ( | |||||||||||||||||||||||||||
| Other Operations debt, carrying value | |||||||||||||||||||||||||||||
| Total debt | $ | $ | |||||||||||||||||||||||||||
(1) Effective rate includes the effect of the amortization of debt issuance costs.
(2) NSM’s effective rate excludes the effect of the interest rate swap on the hedged portion of the debt. The weighted average interest rate for the years ended December 31, 2021 and 2020, excluding the effect of the amortization of debt issuance costs, was 6.5 % and 7.0 %. The weighted average interest rate for the years ended December 31, 2021 and 2020 on the total NSM Bank Facility including both the effect of the amortization of debt issuance costs and the effect of the interest rate swap and interest rate cap was 8.2 % and 8.4 %.
| Millions | December 31, 2021 | |||||||
| Due in one year or less | $ | |||||||
| Due in two to three years | ||||||||
| Due in four to five years | ||||||||
| Due after five years | ||||||||
| Total | $ | |||||||
F - 48
Ark Subordinated Notes
In March 2007, GAIL issued $30.0 million face value of floating rate unsecured junior subordinated deferrable interest notes to Alesco Preferred Funding XII Ltd., Alesco Preferred Funding XIII Ltd. and Alesco Preferred Funding XIV Ltd (the “Ark 2007 Notes Tranche 1”) and a €12.0 million floating rate subordinated note to Dekania Europe CDO II plc (the “Ark 2007 Notes Tranche 2”) (together, the “Ark 2007 Subordinated Notes”). The Ark 2007 Notes Tranche 1, which mature in June 2037, accrue interest at a floating rate equal to the three-month U.S. LIBOR plus 4.6 %. The Ark 2007 Notes Tranche 2, which matures in June 2027, accrues interest at a floating rate equal to the three-month EURIBOR plus 4.6 %. During 2021, Ark repaid €12.0 million ($13.5 million based upon the foreign exchange spot rate at the date of repayment) of the outstanding principal balance on the Ark 2007 Notes Tranche 2. As of December 31, 2021, the Ark 2007 Notes Tranche 1 had an outstanding balance of $30.0 million.
In the third quarter of 2021, GAIL issued $163.3 million face value floating rate subordinated notes at par in three separate transactions for proceeds of $157.8 million, net of debt issuance costs. The unsecured subordinated notes (the “Ark 2021 Subordinated Notes”) were issued in private placement offerings that were exempt from the registration requirements of the Securities Act of 1933. On July 13, 2021, Ark issued €39.1 million ($46.3 million based upon the foreign exchange spot rate as of the date of the transaction) face value floating rate unsecured subordinated notes (“Ark 2021 Notes Tranche 1”). The Ark 2021 Notes Tranche 1, which mature in July 2041, accrue interest at a floating rate equal to the three-month EURIBOR plus 5.75 %. On August 11, 2021, Ark issued $47.0 million face value floating rate unsecured subordinated notes (“Ark 2021 Notes Tranche 2”). The Ark 2021 Notes Tranche 2, which mature in August 2041, accrue interest at a floating rate equal to the three-month U.S. LIBOR plus 5.75 %. On September 8, 2021, Ark issued $70.0 million face value floating rate unsecured subordinated notes (“Ark 2021 Notes Tranche 3”). The Ark 2021 Notes Tranche 3, which mature in September 2041, accrue interest at a floating rate equal to the three-month U.S. LIBOR plus 6.1 %. On the ten-year anniversary of the issue dates, the interest rate for the Ark 2021 Subordinated Notes will increase by 1.0 % per annum. Ark has the option to redeem, in whole or in part, the Ark 2021 Subordinated Notes ahead of contractual maturity at the outstanding principal amounts plus accrued interest at the ten-year anniversary or any subsequent interest payment date.
All payments of principal and interest under the Ark 2021 Subordinated Notes are conditional upon GAIL’s solvency and compliance with the enhanced capital requirements of the Bermuda Monetary Authority (“BMA”). The deferral of payments of principal and interest under these conditions does not constitute a default by Ark and does not give the noteholders any rights to accelerate repayment of the Ark 2021 Subordinated Notes or take any enforcement action under the Ark 2021 Subordinated Notes.
If the payments of principal and interest under the Ark 2021 Subordinated Notes become subject to tax withholding on behalf of Bermuda or any political subdivision there, the Ark 2021 Subordinated Notes require the payment of additional amounts such that the amount received by the noteholders is the same as would have been received absent the tax withholding being imposed. The Ark 2021 Notes Tranche 3 require the payment of additional interest of 1.0 % per annum upon the occurrence of a Premium Load Event until such event is remedied. Premium Load Events include the failure to meet payment obligations of the Ark 2021 Notes Tranche 3 when due, failure of GAIL to maintain an investment grade credit rating, failure to maintain 120 % of GAIL’s Bermuda solvency capital requirement, failure of GAIL to maintain a debt to capital ratio below 40 %, late filing of GAIL’s or Ark’s financial information, and making a restricted payment or distribution on GAIL’s common stock or other securities that rank junior or pari passu with the Ark 2021 Notes Tranche 3 when a different Premium Load Event exists or will be caused by the restricted payment.
As of December 31, 2021, the Ark 2021 Notes Tranche 1 had an outstanding balance of €39.1 million ($44.2 million based upon the foreign exchange spot rate as of December 31, 2021), the Ark 2021 Notes Tranche 2 had an outstanding balance of $47.0 million, and the Ark 2021 Notes Tranche 3 had an outstanding balance of $70.0 million.
Ark Stand By Letter of Credit Facilities
In December 2021, Ark entered into two uncommitted secured stand by letter of credit facility agreements to support the continued growth and expansion of its GAIL insurance and reinsurance operations. The stand by letter of credit facility agreements were executed with ING Bank N.V., London Branch (the “ING LOC Facility”) with capacity of $50.0 million on an uncollateralized basis and with Citibank Europe Plc (the “Citibank LOC Facility”) with capacity of $100.0 million on a collateralized basis. As of December 31, 2021, $50.0 million of short-term investments were pledged as collateral under the Citibank LOC Facility. As of December 31, 2021, the ING LOC Facility and the Citibank LOC Facility were undrawn. Ark’s uncommitted secured stand by letter of credit facility agreements contain various representations, warranties and covenants that White Mountains considers to be customary such borrowings.
F - 49
NSM Bank Facility
NSM maintains a secured credit facility (the “NSM Bank Facility”) with Ares Capital Corporation. In both 2021 and 2020, NSM amended the terms of the facility. On April 7, 2020, NSM amended the NSM Bank Facility to increase the total commitment from $234.0 million, comprised of term loans of $224.0 million and a revolving credit loan of $10.0 million, to $291.4 million, comprised of term loans of $276.4 million, including £42.5 million ($52.4 million based upon the foreign exchange spot rate as of the date of the transaction) in a GBP term loan, and a revolving credit loan commitment of $15.0 million. In connection with the April 7, 2020 amendment, the reference rates for USD denominated borrowings increased. The USD-LIBOR rate floor increased to 1.25 % and the margin over USD-LIBOR increased from a range of 4.25 % to 4.75 % to a range of 5.50 % to 6.00 %.
On June 2, 2021, NSM amended the NSM Bank Facility to reduce the margin over the reference interest rate for USD LIBOR loans from a range of 5.50 % to 6.00 % to a range of 4.50 % to 5.00 %, and reduce the margin over the reference rate for GBP loans from a range of 6.00 % to 6.50 % to a range of 5.00 % to 5.50 %. The amendment also increased the revolving credit loan commitment to $40.0 million and added a $50.0 million delayed-draw term loan commitment. The amendment also changed the reference interest rate for the GBP loan from GBP-LIBOR to SONIA. The maturity dates of the term loans and the revolving credit loans were not changed as part of the amendment. The term loans under the NSM Bank Facility mature on May 11, 2026, and the revolving loan matures on November 11, 2025. The reference interest rates under the NSM Bank Facility are generally subject to a 1.25 % rate floor.
Under GAAP, if the terms of a debt instrument are amended, unless there is greater than 10 % change in the expected discounted future cash flows of such instrument, the instrument’s carrying value does not change. White Mountains has determined that the impact of the 2021 and 2020 amendments to the NSM Bank Facility was less than 10 % on the expected discounted future cash flows.
The following table presents the change in debt under the NSM Bank Facility for the years ended December 31, 2021, 2020 and 2019:
| Millions | Year Ended December 31, | |||||||||||||||||||
| NSM Bank Facility | 2021 | 2020 | 2019 | |||||||||||||||||
| Beginning balance | $ | $ | $ | |||||||||||||||||
| Term loans | ||||||||||||||||||||
Borrowings (1) | ||||||||||||||||||||
| Repayments | ( | ( | ( | |||||||||||||||||
| Foreign currency translation | ( | |||||||||||||||||||
| Revolving credit loan | ||||||||||||||||||||
Borrowings (2) | ||||||||||||||||||||
| Repayments | ( | ( | ||||||||||||||||||
| Ending balance | $ | $ | $ | |||||||||||||||||
(1) Borrowings for the year ended December 31, 2020 included $52.4 for the funding of the acquisition of Kingsbridge. Borrowings for the year ended December 31, 2019 included $20.4 and $22.5 for the funding of the acquisitions of Embrace and the Renewal Rights.
(2) Borrowings for the year ended December 31, 2021 included $35.0 for the funding of the acquisition of J.C. Taylor.
As of December 31, 2021, the term loans had an outstanding balance of $274.1 million, including £41.9 million ($56.7 million based upon the foreign exchange spot rate as of December 31, 2021) in a GBP term loan, and the revolving credit loan had an outstanding balance of $3.5 million.
On June 15, 2018, NSM entered into an interest rate swap agreement to hedge its exposure to interest rate risk on $151.0 million of its USD denominated variable rate term loans.
As of December 31, 2021, $146.1 million of the outstanding term loans were hedged by the swap and $128.0 million of the outstanding term loans were unhedged.
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The following table presents the NSM weighted average interest rate for the year ended December 31, 2021 and 2020:
| NSM Weighted Average Interest Rate | Year Ended December 31, | |||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||||||||||||||||||||||
| Millions | Weighted Average | Interest Expense (1) | Weighted Average Interest rate | Weighted Average | Interest Expense (1) | Weighted Average Interest rate | ||||||||||||||||||||||||||||||||
| Term loan - hedged | $ | $ | % | $ | $ | % | ||||||||||||||||||||||||||||||||
| Term loan - unhedged | % | % | ||||||||||||||||||||||||||||||||||||
| Total NSM Facility | $ | $ | % | $ | $ | % | ||||||||||||||||||||||||||||||||
(1) Interest expense includes the amortization of debt issuance costs and the effect of the interest rate swap and interest rate cap and excludes $0.7 and $0.1 , for the year ended December 31, 2021 and 2020, of interest expense related to the revolving credit loan and Other NSM Debt.
The NSM Bank Facility is secured by all property of the loan parties and contains various affirmative, negative and financial covenants that White Mountains considers to be customary for such borrowings, including a maximum consolidated total leverage ratio covenant.
Other NSM Debt
NSM also has a secured term loan related to its U.K. vertical. As of December 31, 2021, the secured term loan had an outstanding balance of $1.0 million and a maturity date of December 31, 2022.
Kudu Credit Facility and Kudu Bank Facility
On December 23, 2019, Kudu entered into a secured credit facility with Monroe Capital Management Advisors, LLC (the “Kudu Bank Facility”). On March 23, 2021, Kudu replaced the Kudu Bank Facility and entered into a secured revolving credit facility (the “Kudu Credit Facility”) with Massachusetts Mutual Life Insurance Company to repay the Kudu Bank Facility, and to fund new investments and related transaction expenses. The maximum borrowing capacity of the Kudu Credit Facility is $300.0 million. The Kudu Credit Facility matures on March 23, 2036. In connection with the replacement of the Kudu Bank Facility, Kudu recognized a total loss of $4.1 million, representing debt issuance costs and prepayment fees, which are included within interest expense for the period ended December 31, 2021.
Interest on the Kudu Bank Facility accrues at a floating interest rate equal to the greater of the one-month USD-LIBOR and 0.25 %, plus in each case, the applicable spread of 4.30 %. The Kudu Credit Facility requires Kudu to maintain an interest reserve account, which is included in restricted cash. As of December 31, 2021, the interest reserve account was $4.5 million. The Kudu Credit Facility requires Kudu to maintain a ratio of outstanding balance to the sum of fair market value of participation contracts and cash held in certain accounts (the “LTV Percentage”) of less than 50 % in years 0-3, 40 % in years 4-6, 25 % in years 7-8, 15 % in years 9-10, and 0 % thereafter. As of December 31, 2021, Kudu has a 34 % LTV Percentage.
Kudu may borrow undrawn balances within the initial three-year availability period, subject to customary terms and conditions, to the extent the amount borrowed under the Kudu Credit Facility does not exceed the borrowing base, which is equal to 35 % of the fair value of qualifying Kudu Participation Contracts. When considering the fair value of qualifying Kudu Participation Contracts as of December 31, 2021, the available undrawn balance was $8.9 million.
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The following table presents the change in debt under the Kudu Bank Facility and Kudu Credit Facility for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Kudu Bank Facility | ||||||||||||||||||||
| Beginning balance | $ | $ | $ | |||||||||||||||||
| Term loans | ||||||||||||||||||||
| Borrowings | ||||||||||||||||||||
| Repayments | ( | |||||||||||||||||||
| Ending balance | $ | $ | $ | |||||||||||||||||
| Kudu Credit Facility | ||||||||||||||||||||
| Beginning balance | $ | $ | $ | |||||||||||||||||
| Term loans | ||||||||||||||||||||
| Borrowings | ||||||||||||||||||||
| Repayments | ( | |||||||||||||||||||
| Ending balance | $ | $ | $ | |||||||||||||||||
The Kudu Credit Facility is secured by all property of the loan parties and contains various affirmative and negative covenants that White Mountains considers to be customary for such borrowings.
Other Operations Debt
As of December 31, 2021, debt in White Mountains’s Other Operations segment consisted of three secured credit facilities (collectively, “Other Operations Debt”).
The first credit facility has a maximum borrowing capacity of $16.3 million, which is comprised of a term loan of $11.3 million, a delayed-draw term loan of $3.0 million and a revolving credit loan commitment of $2.0 million, all with a maturity date of March 12, 2024. The second credit facility has a maximum borrowing capacity of $15.0 million, which is comprised of a term loan of $9.0 million, a delayed-draw term loan of $4.0 million and a revolving credit loan commitment of $2.0 million, all with a maturity date of July 2, 2025. The third credit facility has a maximum borrowing capacity of $8.0 million, which is comprised of a revolving credit loan commitment, with a maturity date of December 9, 2026.
For the year ended December 31, 2021, White Mountains’s Other Operations segment borrowed $3.4 million and had no borrowings in 2020 or 2019. For the year ended December 31, 2021, 2020 and 2019, White Mountains’s Other Operations segment made repayments of $7.7 million, $2.1 million and $0.2 million. As of December 31, 2021 and 2020, the Other Operations Debt had an outstanding balance of $17.1 million and $18.0 million.
Compliance
As of December 31, 2021, White Mountains was in compliance in all material respects with all of the covenants under all of its debt facilities.
Interest
Total interest expense incurred by White Mountains for its indebtedness was $43.8 million, $29.5 million and $17.6 million for the years ended December 31, 2021, 2020 and 2019. Total interest paid by White Mountains for its indebtedness was $35.8 million, $27.0 million, and $16.3 million for the years ended December 31, 2021, 2020 and 2019.
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Note 8. Income Taxes
The Company and its Bermuda-domiciled subsidiaries are not subject to Bermuda income tax under current Bermuda law. In the event there is a change in the current law such that taxes are imposed, the Bermuda Exempted Undertakings Tax Protection Act of 1966 states that the Company and its Bermuda-domiciled subsidiaries would be exempt from such tax until March 31, 2035. The Company has subsidiaries and branches that operate in various other jurisdictions around the world and are subject to tax in the jurisdictions in which they operate. As of December 31, 2021, the primary jurisdictions in which the Company’s subsidiaries and branches were subject to tax were Ireland, Israel, Luxembourg, the United Kingdom and the United States.
The following table presents the total income tax (expense) benefit for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Current income tax (expense) benefit: | ||||||||||||||||||||
| U.S. federal | $ | ( | $ | ( | $ | |||||||||||||||
| State | ( | ( | ( | |||||||||||||||||
| Non-U.S. | ( | ( | ( | |||||||||||||||||
| Total current income tax (expense) benefit | ( | ( | ( | |||||||||||||||||
| Deferred income tax (expense) benefit: | ||||||||||||||||||||
| U.S. federal | ( | ( | ||||||||||||||||||
| State | ( | ( | ||||||||||||||||||
| Non-U.S. | ( | |||||||||||||||||||
| Total deferred income tax (expense) benefit | ( | ( | ||||||||||||||||||
| Total income tax (expense) benefit | $ | ( | $ | $ | ( | |||||||||||||||
Effective Rate Reconciliation
The following table presents a reconciliation of taxes calculated for 2021, 2020 and 2019 using the 21% U.S. federal statutory rate U.S. federal statutory rate (the tax rate at which the majority of White Mountains’s worldwide operations are taxed) to the income tax (expense) benefit on pre-tax income (loss):
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Tax (expense) benefit at the U.S. statutory rate | $ | $ | ( | $ | ( | |||||||||||||||
| Differences in taxes resulting from: | ||||||||||||||||||||
| Non-U.S. earnings, net of foreign taxes | ( | |||||||||||||||||||
| Tax rate changes | ( | ( | ||||||||||||||||||
| State taxes | ( | ( | ( | |||||||||||||||||
| Member’s surplus contributions | ( | ( | ( | |||||||||||||||||
| Change in valuation allowance | ( | ( | ||||||||||||||||||
| Officer compensation | ( | ( | ||||||||||||||||||
| Withholding tax | ( | ( | ( | |||||||||||||||||
| Tax exempt interest and dividends | ||||||||||||||||||||
| Reorganization | ||||||||||||||||||||
| Tax reserve adjustments | ( | |||||||||||||||||||
| Other, net | ( | ( | ||||||||||||||||||
| Total income tax (expense) benefit on pre-tax income (loss) | $ | ( | $ | $ | ( | |||||||||||||||
The non-U.S. component of pre-tax (loss) income was $(319.0 ) million, $327.8 million and $100.4 million for the years ended December 31, 2021, 2020 and 2019. The reorganization benefit resulted from the release of a deferred tax liability following an internal reorganization completed in connection with the MediaAlpha IPO.
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Tax Payments and Receipts
Net income tax (refunds) payments totaled $(0.1 ) million, $16.2 million, and $3.7 million for the years ended December 31, 2021, 2020 and 2019.
Deferred Tax Assets and Liabilities
Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for tax purposes.
The following table presents an outline of the significant components of White Mountains’s U.S. federal, state and non-U.S. deferred tax assets and liabilities:
| December 31, | ||||||||||||||
| Millions | 2021 | 2020 | ||||||||||||
| Deferred tax assets related to: | ||||||||||||||
| U.S. federal and state net operating and capital loss carryforwards | $ | $ | ||||||||||||
| Non-U.S. net operating loss carryforwards | ||||||||||||||
| Incentive compensation | ||||||||||||||
| Accrued interest | ||||||||||||||
| Deferred acquisition costs | ||||||||||||||
| Tax credit carryforwards | ||||||||||||||
| Other items | ||||||||||||||
| Total gross deferred tax assets | ||||||||||||||
| Less: valuation allowances | ||||||||||||||
| Total net deferred tax assets | ||||||||||||||
| Deferred tax liabilities related to: | ||||||||||||||
| Member’s surplus contributions | ||||||||||||||
| Purchase accounting | ||||||||||||||
| Investment basis difference | ||||||||||||||
| Net unrealized investment gains (losses) | ||||||||||||||
| Deferred underwriting | ||||||||||||||
| Other items | ||||||||||||||
| Total deferred tax liabilities | ||||||||||||||
| Net deferred tax asset (liability) | $ | ( | $ | ( | ||||||||||
White Mountains’s deferred tax assets (liabilities) are net of U.S. federal, state and non-U.S. valuation allowances and, to the extent they relate to non-U.S. jurisdictions, they are shown at year-end exchange rates.
Valuation Allowance
White Mountains records a valuation allowance against deferred tax assets if it becomes more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in income tax expense in the period of change. In determining whether or not a valuation allowance, or change therein, is warranted, White Mountains considers factors such as prior earnings history, expected future earnings, carryback and carryforward periods and strategies that if executed would result in the realization of a deferred tax asset. It is possible that certain planning strategies or projected earnings in certain subsidiaries may not be sufficient to utilize the entire deferred tax asset, which could result in material changes to White Mountains’s deferred tax assets and tax expense.
Of the $92.3 million valuation allowance as of December 31, 2021, $42.9 million related to deferred tax assets on net operating losses in U.S. subsidiaries and other federal and state deferred tax benefits, $25.2 million related to deferred tax assets on net operating losses and net investment unrealized gains and losses in Luxembourg subsidiaries, $21.9 million related to net operating losses and other deferred tax benefits in Israeli subsidiaries and $2.3 million related to net operating losses and other deferred tax benefits in U.K. subsidiaries. Of the $97.4 million valuation allowance as of December 31, 2020, $46.5 million related to deferred tax assets on net operating losses in U.S. subsidiaries and other federal and state deferred tax benefits, $26.8 million related to deferred tax assets on net operating losses and net investment unrealized gains and losses in Luxembourg subsidiaries, $20.0 million related to net operating losses and other deferred tax benefits in Israeli subsidiaries and $4.1 million related to net operating losses and other deferred tax benefits in U.K. subsidiaries.
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United States
During 2021, White Mountains recorded income tax benefit of $3.6 million to reflect the decrease in the valuation allowance on the net deferred tax assets in certain U.S. operations, consisting of the WM Adams Holdings, Inc. (“WM Adams”) consolidated tax group included within the Other Operations segment, as White Mountains management does not currently anticipate sufficient taxable income to utilize the remaining deferred tax assets. WM Adams includes WM Lincoln Holdings Inc. (“WM Lincoln”), WM Capital, WM Advisors and certain other entities and investments that are included in the Other Operations segment.
During 2020, White Mountains recorded income tax expense of $14.9 million to establish a full valuation allowance on the deferred tax assets in certain U.S. operations, consisting of the WM Lincoln consolidated tax group included within the Other Operations segment, as White Mountains management did not currently anticipate sufficient taxable income to utilize the deferred tax assets. WM Lincoln includes WM Capital, WM Advisors and certain other entities and investments that are included in the Other Operations segment.
During 2021 and 2020, White Mountains recorded income tax expense of $7.8 million and $4.5 million to reflect the increase in the valuation allowance on net deferred tax assets of BAM. On January 1, 2020, White Mountains adopted ASU 2019-12. For periods subsequent to the adoption of ASU 2019-12, White Mountains records both the tax expense related to BAM’s MSC and the related changes in valuation allowance on such taxes directly through non-controlling interest equity. Prior to the adoption of ASU 2019-12, White Mountains recorded the tax expense related to BAM’s MSC to non-controlling interest equity, while the change in valuation allowance on such taxes was recorded through the income statement. During 2021 and 2020, BAM had income included in equity due to MSC that was available to offset its loss from continuing operations. In 2021 and 2020, based on the adoption of ASU 2019-12, BAM recorded both the income tax benefit on MSC of $7.5 million and $9.7 million and the offsetting expense in paid-in surplus. During 2021 and 2020, BAM continued to have a full valuation allowance recorded against its net deferred tax assets, as White Mountains management is unsure it will generate sufficient taxable income to utilize the deferred tax assets.
During 2021 and 2020, White Mountains recorded income tax (benefit) expense of $(0.8 ) million and $1.9 million to reflect the decrease or increase of the valuation allowance against a deferred tax asset related to foreign tax credits at White Mountains Catskill Holdings, Inc., as White Mountains management is unsure it will generate sufficient taxable income to utilize the deferred tax asset.
During 2021, White Mountains recorded income tax expense of $0.6 million to reflect the establishment of a valuation allowance against deferred tax assets relating to net operating losses at the US branches of the White Mountains U.K. holding companies.
Non-U.S. Jurisdictions
During 2021, White Mountains recorded income tax benefit of $1.6 million to reflect the decrease of the full valuation allowance against deferred tax assets which primarily relate to losses on the write-down of foreign subsidiaries and the unrealized losses on investments held in Luxembourg-domiciled subsidiaries. During 2020, White Mountains recorded income tax expense of $4.2 million to reflect the increase of the valuation allowance against most of the deferred tax assets which primarily relate to losses on the write-down of foreign subsidiaries and the unrealized losses on investments held in Luxembourg-domiciled subsidiaries.
During 2021 and 2020, White Mountains recorded income tax expense of $1.9 million and $2.7 million to establish a full valuation allowance against deferred tax assets at certain Israel-domiciled subsidiaries, as White Mountains management does not currently anticipate sufficient taxable income to utilize the deferred tax assets.
During 2021, White Mountains recorded income tax benefit of $1.9 million to reflect the decrease of the valuation allowance against certain deferred tax assets at U.K. subsidiaries, as White Mountains management does not currently anticipate sufficient taxable income to utilize the deferred tax assets. During 2020, White Mountains recorded income tax expense of $1.0 million to reflect the increase of the full valuation allowance against deferred tax assets at certain U.K. subsidiaries, as White Mountains management does not currently anticipate sufficient taxable income to utilize the deferred tax assets.
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Net Operating Loss and Capital Loss Carryforwards
The following table presents net operating loss and capital loss carryforwards as of December 31, 2021, the expiration dates and the deferred tax assets thereon:
| December 31, 2021 | ||||||||||||||||||||||||||||||||
| Millions | United States | Luxembourg | United Kingdom | Israel | Total | |||||||||||||||||||||||||||
| 2021-2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| 2026-2030 | ||||||||||||||||||||||||||||||||
| 2031-2040 | ||||||||||||||||||||||||||||||||
| No expiration date | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Gross deferred tax asset | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Valuation allowance | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Net deferred tax asset | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
As of December 31, 2021, there are U.S. foreign tax credit carryforwards available of $4.7 million, which begin to expire in 2028.
Uncertain Tax Positions
Recognition of the benefit of a given tax position is based upon whether a company determines that it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. In evaluating the more-likely-than-not recognition threshold, White Mountains must presume that the tax position will be subject to examination by a taxing authority with full knowledge of all relevant information. If the recognition threshold is met, then the tax position is measured at the largest amount of benefit that is more than 50 % likely of being realized upon ultimate settlement.
The following table presents a reconciliation of the beginning and ending amount of unrecognized tax benefits from 2019 to 2021:
| Millions | Permanent Differences (1) | Temporary Differences (2) | Interest and Penalties (3) | Total | ||||||||||||||||||||||
| Balance at December 31, 2018 | $ | $ | $ | $ | ||||||||||||||||||||||
| Changes in prior year tax positions | — | — | ||||||||||||||||||||||||
| Balance at December 31, 2019 | ||||||||||||||||||||||||||
| Changes in prior year tax positions | — | — | ||||||||||||||||||||||||
| Tax positions taken during the current year | — | — | ||||||||||||||||||||||||
| Changes in prior year tax positions | ( | — | — | ( | ||||||||||||||||||||||
| Balance at December 31, 2020 | ||||||||||||||||||||||||||
| Changes in prior year tax positions | — | — | — | — | ||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | ||||||||||||||||||||||
(1)Represents the amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate.
(2)Represents the amount of unrecognized tax benefits that, if recognized, would create a temporary difference between the reported amount of an item in White Mountains’s Consolidated Balance Sheet and its tax basis.
(3)Net of tax benefit.
White Mountains classifies all interest and penalties on unrecognized tax benefits as part of income tax expense. During the years ended December 31, 2021, 2020 and 2019, White Mountains did not recognize any net interest (income) expense. There was no accrued interest as of December 31, 2021 and 2020.
Tax Examinations
With a few immaterial exceptions, White Mountains is no longer subject to U.S. federal, state, or non-U.S. income tax examinations by tax authorities for years before 2016.
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Note 9. Derivatives
NSM Interest Rate Swap
On June 15, 2018, NSM entered into an interest rate swap agreement to hedge its exposure to interest rate risk on $151.0 million of its USD denominated variable rate term loans under the NSM Bank Facility. Under the terms of the swap agreement, NSM pays a fixed-rate of 2.97 % and receives a variable rate, which is reset monthly, based on the then-current USD-LIBOR. As of December 31, 2021, the variable rate received by NSM under the swap agreement was 1.00 %. Over the term of the swap, the notional amount decreases in accordance with the principal repayments NSM expects to make on its initial term loans. The interest rate swap is scheduled to mature on June 30, 2024.
As of December 31, 2021, $146.1 million of the outstanding term loans were hedged by the swap. For the year ended December 31, 2021, the weighted average effective interest rate on the outstanding term loans that were hedged, including the effect of the amortization of debt issuance costs and the effect of the interest rate swap, was 9.0 %.
NSM’s obligations under the swap are secured by the same collateral securing the NSM Bank Facility on a pari passu basis. NSM does not currently hold any collateral deposits from or provide any collateral deposits to the swap counterparty.
NSM evaluated the effectiveness of the swap to hedge its interest rate risk associated with its variable rate debt and concluded at the swap inception date that the swap was highly effective in hedging that risk. NSM evaluates the effectiveness of the hedging relationship on an ongoing basis.
For the years ended December 31, 2021, 2020 and 2019, White Mountains recognized net interest expense of $2.5 million, $2.5 million and $1.1 million for the periodic net settlement payments on the swap. As of December 31, 2021 and 2020, the estimated fair value of the swap and the accrual of the periodic net settlement payments recorded in other liabilities was $4.8 million and $8.2 million. There was no ineffectiveness in the hedge for the years ended December 31, 2021 and 2020. For the years ended December 31, 2021 and 2020, the $(3.4 ) million and $(1.6 ) million change in the fair value of the swap is included within White Mountains’s accumulated other comprehensive income (loss).
NSM Interest Rate Cap
On June 4, 2020, NSM entered into an interest rate cap agreement to limit its exposure to the risk of interest rate increases on the GBP denominated term loan under the NSM Bank Facility. The notional amount of the interest rate cap is £42.5 million ($52.4 million based upon the foreign exchange spot rate as of the date of the transaction) and the termination date is June 4, 2022. On August 18, 2020, NSM entered into a separate interest rate cap agreement to extend the term of the original interest rate cap agreement by one year . The second interest rate cap agreement has an effective date of June 15, 2022 and a termination date of June 15, 2023.
NSM paid total initial premiums of $0.1 million for the interest rate caps. Under the terms of the interest rate cap agreements, if the current GBP-LIBOR at the measurement date exceeds 1.25 %, NSM will receive payments from the counterparty equal to the then-current GBP-LIBOR rate, less the 1.25 % cap rate. As of December 31, 2021, the GBP-LIBOR rate was 0.26 %.
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Note 10. Municipal Bond Guarantee Insurance
HG Global was established to fund the startup of BAM, a mutual municipal bond insurer. HG Global, together with its subsidiaries, provided the initial capitalization of BAM through the purchase of $503.0 million of BAM Surplus Notes.
Reinsurance Treaties
FLRT
BAM is a party to a first loss reinsurance treaty (“FLRT”) with HG Re under which HG Re provides first loss protection up to 15 %-of-par outstanding on each municipal bond insured by BAM. For capital appreciation bonds, par is adjusted to the estimated equivalent par value for current interest paying bonds. In return, BAM cedes up to 60 % of the risk premium charged for insuring the municipal bond, which is net of a ceding commission. The FLRT is a perpetual agreement with terms that can be renegotiated after a specified period of time. During 2021, BAM and HG Re agreed that the terms may be renegotiated at the end of 2024, and each subsequent five-year period thereafter.
Fidus Re
BAM is party to a collateralized financial guarantee excess of loss reinsurance agreement that serves to increase BAM’s claims paying resources and is provided by Fidus Re.
In the second quarter of 2018, Fidus Re was initially capitalized by the issuance of $100.0 million of insurance linked securities (the “Fidus Re 2018 Agreement”). The proceeds from issuance were placed in a collateral trust supporting Fidus Re’s obligations to BAM. The insurance linked securities were issued by Fidus Re with an initial term of 12 years and are callable five years after the date of issuance. Under the Fidus Re 2018 Agreement, Fidus Re reinsures 90 % of aggregate losses exceeding $165.0 million on a portion of BAM’s financial guarantee portfolio (the “2018 Covered Portfolio”) up to a total reimbursement of $100.0 million. The Fidus Re 2018 Agreement does not provide coverage for losses in excess of $276.1 million. The 2018 Covered Portfolio consists of approximately 33 % of BAM’s portfolio of financial guaranty policies issued through December 31, 2021.
In the first quarter of 2021, Fidus Re issued an additional $150.0 million of insurance linked securities (the “Fidus Re 2021 Agreement”) with an initial term of 12 years and are callable five years after the date of issuance. The proceeds from issuance were placed in a collateral trust supporting Fidus Re’s obligations to BAM. Under the Fidus Re 2021 Agreement, Fidus Re reinsures 90 % of aggregate losses exceeding $135.0 million on a portion of BAM’s financial guarantee portfolio (the “2021 Covered Portfolio”) up to a total reimbursement of $150.0 million. The Fidus Re 2021 Agreement does not provide coverage for losses in excess of $301.7 million. The 2021 Covered Portfolio consists of approximately 38 % of BAM’s portfolio of financial guaranty policies issued through December 31, 2021.
The Fidus Re agreements are accounted for using deposit accounting and any related financing expenses are recorded in general and administrative expenses as they do not meet the risk transfer requirements necessary to be accounted for as reinsurance.
XOLT
In January 2020, BAM entered into an excess of loss reinsurance agreement (the “XOLT”) with HG Re. Under the XOLT, HG Re provides last dollar protection for exposures on municipal bonds insured by BAM in excess of the New York State Department of Financial Services (“NYDFS”) single issuer limits. The XOLT is subject to an aggregate limit equal to the lesser of $75.0 million or the assets held in the Supplemental Trust at any point in time. The agreement is accounted for using deposit accounting and any related financing expenses are recorded in general and administrative expenses as the agreement does not meet the risk transfer requirements necessary to be accounted for as reinsurance.
Collateral Trusts
HG Re’s obligations under the FLRT are limited to the assets in two collateral trusts: a Regulation 114 Trust and a supplemental collateral trust (the “Supplemental Trust” and together with the Regulation 114 Trust, the “Collateral Trusts”). Losses required to be reimbursed under the FLRT are subject to an aggregate limit equal to the assets held in the Collateral Trusts at any point in time.
On a monthly basis, BAM deposits cash equal to ceded premiums, net of ceding commissions, due to HG Re under the FLRT directly into the Regulation 114 Trust. The Regulation 114 Trust target balance is equal to gross ceded unearned premiums and unpaid ceded loss and LAE, if any. If, at the end of any quarter, the Regulation 114 Trust balance is below the target balance, funds will be withdrawn from the Supplemental Trust and deposited into the Regulation 114 Trust in an amount equal to the shortfall. If, at the end of any quarter, the Regulation 114 Trust balance is above 102 % of the target balance, funds will be withdrawn from the Regulation 114 Trust and deposited into the Supplemental Trust. The Regulation 114 Trust balance as of December 31, 2021 and 2020 was $250.2 million and $222.8 million.
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The Supplemental Trust target balance is $603.0 million, less the amount of cash and securities in the Regulation 114 Trust in excess of its target balance (the “Supplemental Trust Target Balance”). If, at the end of any quarter, the Supplemental Trust balance exceeds the Supplemental Trust Target Balance, such excess may be distributed to HG Re. The distribution will be made first as an assignment of accrued interest on the BAM Surplus Notes and second in cash and/or fixed income securities.
As the BAM Surplus Notes are repaid over time, the BAM Surplus Notes will be replaced in the Supplemental Trust by cash and fixed income securities. The Supplemental Trust balance as of December 31, 2021 and 2020 was $601.8 million and $604.3 million.
As of December 31, 2021 and 2020, the Collateral Trusts held assets of $852.0 million and $827.1 million, which included $481.7 million and $434.5 million of cash and investments, $364.6 million and $388.2 million of BAM Surplus Notes and $5.7 million and $4.4 million of interest receivable on the BAM Surplus Notes.
BAM Surplus Notes
Through 2024, the interest rate on the BAM Surplus Notes is a variable rate equal to the one-year U.S. Treasury rate plus 300 basis points, set annually. During 2022, the interest rate on the BAM Surplus Notes will be 3.2 %. Beginning in 2025, the interest rate will be fixed at the higher of the then current variable rate or 8.0 %. BAM is required to seek regulatory approval to pay interest and principal on the BAM Surplus Notes only to the extent that its remaining qualified statutory capital and other capital resources continue to support its outstanding obligations, its business plan and its “AA/stable” rating from Standard & Poor’s. No payment of principal or interest on the BAM Surplus Notes may be made without the approval of the NYDFS.
In December 2021, BAM made a $33.8 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. Of this payment, $23.6 million was a repayment of principal held in the Supplemental Trust, $0.4 million was a payment of accrued interest held inside the Supplemental Trust and $9.8 million was a payment of accrued interest held outside the Supplemental Trust.
In December 2020, BAM made a $30.1 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. Of this payment, $21.5 million was a repayment of principal held in the Supplemental Trust, $0.2 million was a payment of accrued interest held inside the Supplemental Trust and $8.4 million was a payment of accrued interest held outside the Supplemental Trust.
In January 2020, BAM made a one-time $65.0 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. Of this payment, $47.9 million was a repayment of principal held in the Supplemental Trust, $0.9 million was a payment of accrued interest held inside the Supplemental Trust and $16.2 million was a payment of accrued interest held outside the Supplemental Trust.
As of December 31, 2021 and 2020, the principal balance on the BAM Surplus Notes was $364.6 million
and $388.2 million and total interest receivable on the BAM Surplus Notes was $157.6 million and $155.7 million.
Insured Obligations and Premiums
The following table presents a schedule of BAM’s insured obligations as of December 31, 2021 and 2020:
| December 31, 2021 | December 31, 2020 | |||||||||||||
| Contracts outstanding | ||||||||||||||
| Remaining weighted average contract period (in years) | ||||||||||||||
| Contractual debt service outstanding (in millions): | ||||||||||||||
| Principal | $ | $ | ||||||||||||
| Interest | ||||||||||||||
| Total debt service outstanding | $ | $ | ||||||||||||
| Gross unearned insurance premiums | $ | $ | ||||||||||||
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The following table presents a schedule of BAM’s future premium revenues as of December 31, 2021:
| Millions | December 31, 2021 | |||||||
| January 1, 2022 - March 31, 2022 | $ | |||||||
| April 1, 2022 - June 30, 2022 | ||||||||
| July 1, 2022 - September 30, 2022 | ||||||||
| October 1, 2022 - December 31, 2022 | ||||||||
| 2023 | ||||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 and thereafter | ||||||||
| Total gross unearned insurance premiums | $ | |||||||
The following table presents a schedule of written premiums and earned premiums included in White Mountains’s HG Global/BAM segment for the years ended December 31, 2021, 2020 and 2019:
| Millions | December 31, 2021 | December 31, 2020 | December 31, 2019 | |||||||||||||||||
| Written premiums: | ||||||||||||||||||||
| Direct | $ | $ | $ | |||||||||||||||||
| Assumed | ||||||||||||||||||||
Gross written premiums (1) | $ | $ | $ | |||||||||||||||||
| Earned premiums: | ||||||||||||||||||||
| Direct | $ | $ | $ | |||||||||||||||||
| Assumed | ||||||||||||||||||||
Gross earned premiums (1) | $ | $ | $ | |||||||||||||||||
(1) There are no ceded premium amounts in the periods presented and Gross earned premium are equivalent to net written premiums and net earned premiums.
In the third quarter of 2019, BAM entered into facultative quota share reinsurance agreements under which it assumed a portfolio of municipal bond guarantee contracts with a par value of $1.1 billion.
In the second quarter of 2020, BAM assumed a municipal bond guarantee contract with a par value of $36.9 million through an endorsement to the facultative quota share reinsurance agreement.
In the first quarter of 2021, BAM entered into a 100 % facultative quota share reinsurance agreement under which it assumed a portfolio of municipal bond guarantee contracts with a par value of $0.8 billion.
None of the contracts assumed under these reinsurance agreements were non-performing and no loss reserves have been established for any of the contracts, either as of the transaction dates or as of December 31, 2021. The agreements, which cover future claims exposure only, meet the risk transfer criteria under ASC 944-20, Insurance Activities and accordingly have been accounted for as reinsurance.
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Note 11. Earnings Per Share
White Mountains calculates earnings per share using the two-class method, which allocates earnings between common shares and unvested restricted common shares. Both classes of shares participate equally in dividends and earnings on a per share basis. Basic earnings per share amounts are based on the weighted average number of common shares outstanding adjusted for unvested restricted common shares.
The following table presents the Company’s computation of earnings per share from continuing operations for the years ended December 31, 2021, 2020 and 2019. See Note 21 — “Held for Sale and Discontinued Operations”.
| Year Ended December 31, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Basic and diluted earnings per share numerators (in millions): | ||||||||||||||||||||
| Net income (loss) attributable to White Mountains’s common shareholders | $ | ( | $ | $ | ||||||||||||||||
| Less: total (loss) income from discontinued operations, net of tax | ( | |||||||||||||||||||
| Net income (loss) from continuing operations attributable to White Mountains’s common shareholders | ( | |||||||||||||||||||
Allocation of (earnings) losses to participating restricted common shares (1) | ( | ( | ||||||||||||||||||
| Basic and diluted earnings (losses) per share numerators | $ | ( | $ | $ | ||||||||||||||||
| Basic earnings per share denominators (in thousands): | ||||||||||||||||||||
| Total average common shares outstanding during the period | ||||||||||||||||||||
Average unvested restricted common shares (2) | ( | ( | ( | |||||||||||||||||
| Basic earnings (losses) per share denominator | ||||||||||||||||||||
| Diluted earnings per share denominator (in thousands): | ||||||||||||||||||||
| Total average common shares outstanding during the period | ||||||||||||||||||||
Average unvested restricted common shares (2) | ( | ( | ( | |||||||||||||||||
| Diluted earnings (losses) per share denominator | ||||||||||||||||||||
| Basic and diluted earnings per share (in dollars) - continuing operations: | ||||||||||||||||||||
| Distributed earnings - dividends declared and paid | $ | $ | $ | |||||||||||||||||
| Undistributed earnings (losses) | ( | |||||||||||||||||||
| Basic and diluted earnings (losses) per share | $ | ( | $ | $ | ||||||||||||||||
(1) Restricted shares issued by White Mountains receive dividends, and therefore, are considered participating securities.
(2) Restricted shares outstanding vest upon a stated date. See Note 12 — “Employee Share-Based Incentive Compensation Plans”.
The following table presents the undistributed net earnings (losses) from continuing operations for the years ended December 31, 2021, 2020 and 2019. See Note 21 — “Held for Sale and Discontinued Operations”.
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Undistributed net earnings - continuing operations: | ||||||||||||||||||||
| Net income (loss) attributable to White Mountains’s common shareholders, net of restricted common share amounts | $ | ( | $ | $ | ||||||||||||||||
Dividends declared, net of restricted common share amounts (1) | ( | ( | ( | |||||||||||||||||
| Total undistributed net earnings (losses), net of restricted common share amounts | $ | ( | $ | $ | ||||||||||||||||
(1) Restricted shares issued by White Mountains receive dividends, and are therefore considered participating securities.
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Note 12. Employee Share-Based Incentive Compensation Plans
White Mountains’s share-based incentive compensation plans are designed to incentivize key employees to maximize shareholder value over long periods of time. White Mountains believes that this is best pursued by utilizing a pay-for-performance program that closely aligns the financial interests of management with those of its shareholders. White Mountains accomplishes this by emphasizing highly variable long-term compensation that is contingent on performance over a number of years rather than entitlements. White Mountains expenses all its share-based compensation. As a result, White Mountains’s calculation of its owners’ returns includes the expense of all outstanding share-based compensation awards.
Incentive Compensation Plans
The WTM Incentive Plan provides for grants of various types of share-based and non-share-based incentive awards to key employees and directors of White Mountains. The WTM Incentive Plan was adopted by the Board, was approved by the Company’s sole shareholder in 1985 and was subsequently amended by its shareholders in 1995, 2001, 2003, 2005, 2010, 2013 and 2019. Share-based incentive awards that may be granted under the plan include performance shares, restricted shares, incentive stock options and non-qualified stock options.
Performance Shares
Performance shares are designed to reward employees for meeting company-wide performance targets. Performance shares are conditional grants of a specified maximum number of common shares or an equivalent amount of cash. Awards generally vest at the end of a -year service period, are subject to the attainment of pre-specified performance goals, and are valued based on the market value of common shares at the time awards are paid. Performance shares earned under the WTM Incentive Plan are typically paid in cash but may be paid in common shares. Compensation expense is recognized for the vested portion of the awards over the related service periods. The level of payout ranges from zero to two times the number of shares initially granted, depending on White Mountains’s financial performance. Performance shares become payable at the conclusion of a performance cycle (typically three years ) if pre-defined financial targets are met. The performance measures used for determining performance share payouts are growth in White Mountains’s adjusted book value per share and intrinsic value per share. Intrinsic value per share is generally calculated by adjusting adjusted book value per share for differences between the adjusted book value of certain assets and liabilities and White Mountains’s estimate of their underlying intrinsic values.
| Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||||
| $ in Millions | Target Performance Shares Outstanding | Accrued Expense | Target Performance Shares Outstanding | Accrued Expense | Target Performance Shares Outstanding | Accrued Expense | ||||||||||||||||||||||||||||||||
| Beginning of period | $ | $ | $ | |||||||||||||||||||||||||||||||||||
Shares paid or expired (1) | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
| New grants | ||||||||||||||||||||||||||||||||||||||
Forfeitures and cancellations (2) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Expense recognized | ||||||||||||||||||||||||||||||||||||||
| End of period | $ | $ | $ | |||||||||||||||||||||||||||||||||||
(1)WTM performance share payments in 2021 for the 2018-2020 performance cycle, which were paid in March 2021 at 200 % of target.
WTM performance share payments in 2020 for the 2017-2019 performance cycle, which were paid in March 2020, ranged from 174 % to 180 % of target.
WTM performance share payments in 2019 for the 2016-2018 performance cycle, which were paid in March 2019, ranged from 139 % to 166 % of target.
(2)Amounts include changes in assumed forfeitures, as required under GAAP.
During 2021, White Mountains granted 13,475 performance shares for the 2021-2023 performance cycle. During 2020, White Mountains granted 14,055 performance shares for the 2020-2022 performance cycle. During 2019, White Mountains granted 15,600 performance shares for the 2018-2020 performance cycle.
For the 2018-2020, 2017-2019 and 2016-2018 performance cycles, all performance shares earned were settled in cash. If the outstanding performance shares had vested on December 31, 2021, the total additional compensation cost to be recognized would have been $12.0 million, based on accrual factors as of December 31, 2021 (common share price and payout assumptions).
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The following table presents performance shares outstanding and accrued expense for performance shares awarded under the WTM Incentive Plan as of December 31, 2021 for each performance cycle:
| $ in Millions | Target Performance Shares Outstanding | Accrued Expense | ||||||||||||
| Performance cycle: | ||||||||||||||
| 2019 – 2021 | $ | |||||||||||||
| 2020 – 2022 | ||||||||||||||
| 2021 – 2023 | ||||||||||||||
| Sub-total | ||||||||||||||
| Assumed forfeitures | ( | ( | ||||||||||||
| Total | $ | |||||||||||||
For the 2021-2023 performance cycle, the targeted performance goal for full payment of outstanding performance shares granted under the WTM Incentive Plan is 8 % average growth in adjusted book value per share and intrinsic value per share. Average growth of 3 % or less would result in no payout and average growth of 13 % or more would result in a payout of 200 %.
For the 2020-2022 performance cycle, the targeted performance goal for full payment of outstanding performance shares granted under the WTM Incentive Plan is 7 % average growth in adjusted book value per share and intrinsic value per share. Average growth of 2 % or less would result in no payout and average growth of 12 % or more would result in a payout of 200 %.
For the 2019-2021 performance cycle, the targeted performance goal for full payment of outstanding performance shares granted under the WTM Incentive Plan is 7 % average growth in adjusted book value per share and intrinsic value per share. Average growth of 2 % or less would result in no payout and average growth of 12 % or more would result in a payout of 200 %.
Restricted Shares
Restricted shares are grants of a specified number of common shares that generally vest at the end of a -year service period. The following table presents the unrecognized compensation cost associated with the outstanding restricted share awards under the WTM Incentive Plan for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||||
| $ in Millions | Restricted Shares | Unamortized Issue Date Fair Value | Restricted Shares | Unamortized Issue Date Fair Value | Restricted Shares | Unamortized Issue Date Fair Value | ||||||||||||||||||||||||||||||||
| Non-vested, | ||||||||||||||||||||||||||||||||||||||
| Beginning of period | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Issued | ||||||||||||||||||||||||||||||||||||||
| Vested | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Forfeited | ( | ( | ||||||||||||||||||||||||||||||||||||
| Expense recognized | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| End of period | $ | $ | $ | |||||||||||||||||||||||||||||||||||
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Note 13. Leases
White Mountains has entered into lease agreements, primarily for office space. These leases are classified as operating leases, with lease expense recognized on a straight-line basis over the term of the lease. Lease incentives, such as free rent or landlord reimbursements for leasehold improvements, are recognized at lease inception and amortized on a straight-line basis over the term of the lease. Lease expense and the amortization of leasehold improvements are recognized within general and administrative expenses. Lease payments related to options to extend or renew the lease term are excluded from the calculation of lease liabilities unless White Mountains is reasonably certain of exercising those options.
As of December 31, 2021 and 2020, the right-of-use (“ROU”) asset was $42.2 million and $37.6 million and lease liabilities were $45.2 million and $38.3 million.
The following table summarizes net lease expense recognized in White Mountains’s consolidated statement of operations for the years ended December 31, 2021 and 2020:
| Millions Lease Cost | December 31, 2021 | December 31, 2020 | ||||||||||||
| Lease cost | $ | $ | ||||||||||||
| Less: sublease income | ||||||||||||||
| Net lease cost | $ | $ | ||||||||||||
The following table presents the contractual maturities of the lease liabilities associated with White Mountains’s operating lease agreements as of December 31, 2021:
| Millions | December 31, 2021 | |||||||
| 2022 | $ | |||||||
| 2023 | ||||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| Thereafter | ||||||||
| Total undiscounted lease payments | ||||||||
| Less: present value adjustment | ( | |||||||
| Operating lease liability | $ | |||||||
The following table presents lease related assets and liabilities by reportable segment as of December 31, 2021 and 2020:
| As of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||
| $ in Millions | HG/BAM | Ark | NSM | Kudu | Other Operations | Total | Weighted Average Incremental Borrowing Rate (1) | |||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
(1) The present value of the remaining lease payments was determined by discounting the lease payments using the incremental borrowing rate.
| December 31, 2020 | ||||||||||||||||||||||||||||||||||||||
| $ in Millions | HG/BAM | NSM | Kudu | Other Operations | Total | Weighted Average Incremental Borrowing Rate (1) | ||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(1) The present value of the remaining lease payments was determined by discounting the lease payments using the incremental borrowing rate.
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Note 14. Common Shareholders’ Equity and Non-controlling Interests
Common Shares Repurchased and Retired
During the past several years, White Mountains’s board of directors authorized the Company to repurchase its common shares, from time to time, subject to market conditions. Shares may be repurchased on the open market or through privately negotiated transactions. The repurchase authorizations do not have a stated expiration date. As of December 31, 2021, White Mountains may repurchase an additional 451,224 shares under these board authorizations. In addition, from time to time White Mountains has also repurchased its common shares through tender offers that were separately authorized by its board of directors.
During 2021, the Company repurchased 98,511 common shares for $107.5 million at an average share price of $1,091 , which were comprised of 91,293 common shares repurchased under the board authorizations for $100.0 million at an average share price of $1095 and 7,218 common shares repurchased pursuant to employee benefit plans.
During 2020, the Company repurchased 99,087 common shares for $85.1 million at an average share price of $859 pursuant to employee benefit plans.
During 2019, the Company repurchased 5,679 common shares for $4.9 million at an average share price of $858 pursuant to employee benefit plans.
Common Shares Issued
During 2021, the Company issued a total of 15,066 common shares, which consisted of 13,475 restricted shares issued to key personnel, 1,591 shares issued to directors of the Company.
During 2020, the Company issued a total of 15,745 common shares, which consisted of 14,055 restricted shares issued to key personnel and 1,440 shares issued to directors of the Company and 250 shares issued to MediaAlpha’s management.
During 2019, the Company issued a total of 17,917 common shares, which consisted of 15,600 restricted shares issued to key personnel, 2,317 shares issued to directors of the Company.
Dividends on Common Shares
For the years ended December 31, 2021, 2020 and 2019, the Company declared and paid cash dividends totaling $3.1 million, $3.2 million and $3.2 million (or $1.00 per common share).
Non-controlling Interests
Non-controlling interests consist of the ownership interests of non-controlling shareholders in consolidated entities and are presented separately on the balance sheet.
The following table presents the balance of non-controlling interests included in White Mountains’s total equity and the related percentage of each consolidated entity’s total equity owned by non-controlling shareholders as of December 31, 2021 and 2020:
| December 31, 2021 | December 31, 2020 | |||||||||||||||||||||||||
| $ in Millions | Non-controlling Percentage | Non-controlling Equity | Non-controlling Percentage | Non-controlling Equity | ||||||||||||||||||||||
| Non-controlling interests, excluding BAM | ||||||||||||||||||||||||||
| HG Global | % | $ | % | $ | ||||||||||||||||||||||
| Ark | % | % | ||||||||||||||||||||||||
| NSM | % | % | ||||||||||||||||||||||||
| Kudu | % | % | ||||||||||||||||||||||||
| Other | various | various | ||||||||||||||||||||||||
| Total, excluding BAM | ||||||||||||||||||||||||||
| BAM | % | ( | % | ( | ||||||||||||||||||||||
| Total non-controlling interests | $ | $ | ( | |||||||||||||||||||||||
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Note 15. Statutory Capital and Surplus
White Mountains’s insurance operations are subject to regulation and supervision in each of the jurisdictions where they are domiciled and licensed to conduct business. Generally, regulatory authorities have broad supervisory and administrative powers over such matters as licenses, standards of solvency, premium rates, policy forms, investments, security deposits, methods of accounting, form and content of financial statements, minimum capital and surplus requirements, dividends and other distributions to shareholders, periodic examinations and annual and other report filings. In general, such regulation is for the protection of policyholders rather than shareholders.
The Insurance Act 1978 of Bermuda and related regulations, as amended (“Insurance Act”), regulates the insurance business of Bermuda-domiciled insurers. Under the Insurance Act, insurers are required to maintain available statutory capital and surplus at a level equal to or in excess of its enhanced capital requirement which is established by reference to either a Bermuda Solvency Capital Requirement (“BSCR”) model or an approved internal capital model. Generally, the Bermuda Monetary Authority (“BMA”) has broad supervisory and administrative powers over such matters as licenses, standards of solvency, investments, methods of accounting, form and content of financial statements, minimum capital and surplus requirements, and annual and other report filings.
HG Global/BAM
HG Re is a Special Purpose Insurer under Bermuda insurance regulations and is subject to regulation and supervision by the BMA. As of December 31, 2021, HG Re had statutory capital and surplus of $760.0 million. As a Special Purpose Insurer, HG Re has a nominal minimum regulatory capital requirement of $1 .
BAM is domiciled in New York and is subject to regulation by the NYDFS. New York financial guarantee insurance law establishes single risk and aggregate limits with respect to insured obligations insured by financial guarantee insurers. BAM’s statutory net income (loss) for the years ended December 31, 2021, 2020 and 2019 was $(49.3 ) million, $(59.3 ) million and $(38.3 ) million. BAM’s statutory surplus, as reported to regulatory authorities as of December 31, 2021, was $298.1 million, which exceeds the minimum statutory surplus necessary for BAM to maintain its New York State financial guarantee insurance license of $66.0 million.
Ark
Syndicates 4020 and 3902 are subject to oversight by the Council of Lloyd’s. Ark Syndicate Management Limited (“ASML”) is authorized by the U.K.’s Prudential Regulation Authority and regulated by the Financial Conduct Authority under the Financial Services and Markets Act 2000. The underwriting capacity of a Member of Lloyd’s must be supported by providing a deposit in the form of cash, securities or letters of credit in an amount determined under the capital adequacy regime of the U.K.’s Prudential Regulation Authority (the “PRA”). This amount is determined by Lloyd’s and is based on each syndicate’s solvency and capital requirement as calculated through its internal model. In addition, if the Funds at Lloyd’s are not sufficient to cover all losses, the Lloyd’s Central Fund provides an additional discretionary level of security for policyholders. As of December 31, 2021, Ark had provided Funds at Lloyd’s of $343.6 million.
GAIL is subject to regulation and supervision by the BMA. As of December 31, 2021, GAIL had statutory capital and surplus of $780.3 million. GAIL’s minimum statutory capital and surplus requirement established by the BMA was $288.2 million as of December 31, 2021.
Dividend Capacity
There are no restrictions under Bermuda law or the law of any other jurisdiction on the payment of dividends from retained earnings by White Mountains, provided that after the payment of any dividend, the Company would continue to be able to pay its liabilities as they become due and the realizable value of the Company’s assets would remain greater that its liabilities. Following is a description of the dividend capacity of White Mountains’s reinsurance and other operating subsidiaries:
HG Global/BAM
As of December 31, 2021, HG Global had $619.0 million face value of preferred shares outstanding, of which White Mountains owned 96.9 %. Holders of the HG Global preferred shares receive cumulative dividends at a fixed annual rate of 6.0 % on a quarterly basis, when and if declared by HG Global. During 2021, HG Global declared and paid a $22.0 million preferred dividend, of which $21.3 million was paid to White Mountains. As of December 31, 2021, HG Global had accrued $414.7 million of dividends payable to holders of its preferred shares, of which $400.5 million was payable to White Mountains and eliminated in consolidation. As of December 31, 2021, HG Global and its subsidiaries had $3.1 million of cash outside of HG Re.
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HG Re is a Special Purpose Insurer subject to regulation and supervision by the BMA, but does not require regulatory approval to pay dividends. However, HG Re’s dividend capacity is limited to amounts held outside of the Collateral Trusts pursuant to the FLRT with BAM. As of December 31, 2021, HG Re had $760.0 million of statutory capital and surplus and $852.0 million of assets held in the Collateral Trusts pursuant to the FLRT with BAM.
On a monthly basis, BAM deposits cash equal to ceded premiums, net of ceding commissions, due to HG Re under the FLRT directly into the Regulation 114 Trust. The Regulation 114 Trust target balance is equal to gross ceded unearned premiums and unpaid ceded loss and LAE, if any. If, at the end of any quarter, the Regulation 114 Trust balance is below the target balance, funds will be withdrawn from the Supplemental Trust and deposited into the Regulation 114 Trust in an amount equal to the shortfall. If, at the end of any quarter, the Regulation 114 Trust balance is above 102 % of the target balance, funds will be withdrawn from the Regulation 114 Trust and deposited into the Supplemental Trust.
The Supplemental Trust Target Balance is $603.0 million, less the amount of cash and securities in the Regulation 114 Trust in excess of its target balance. If, at the end of any quarter, the Supplemental Trust balance exceeds the Supplemental Trust Target Balance, such excess may be distributed to HG Re. The distribution will be made first as an assignment of accrued interest on the BAM Surplus Notes and second in cash and/or fixed income securities. As the BAM Surplus Notes are repaid over time, the BAM Surplus Notes will be replaced in the Supplemental Trust by cash and fixed income securities.
As of December 31, 2021, the Collateral Trusts held assets of $852.0 million, which included $481.7 million of cash and investments, $364.6 million of BAM Surplus Notes and $5.7 million of interest receivable on the BAM Surplus Notes.
As of December 31, 2021, HG Re had $9.4 million of cash and investments and $116.8 million of accrued interest on the BAM Surplus Notes held outside the Collateral Trusts.
Through 2024, the interest rate on the BAM Surplus Notes is a variable rate equal to the one-year U.S. Treasury rate plus 300 basis points, set annually. During 2022, the interest rate on the BAM Surplus Notes will be 3.2 %. Beginning in 2025, the interest rate will be fixed at the higher of the then current variable rate or 8.0 %. BAM is required to seek regulatory approval to pay interest and principal on the BAM Surplus Notes only to the extent that its remaining qualified statutory capital and other capital resources continue to support its outstanding obligations, business plan and its “AA/stable” rating from Standard & Poor’s. No payment of principal or interest on the BAM Surplus Notes may be made without the approval of the NYDFS.
In December 2021, BAM made a $33.8 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. Of this payment, $23.6 million was a repayment of principal held in the Supplemental Trust, $0.4 million was a payment of accrued interest held in the Supplemental Trust and $9.8 million was a payment of accrued interest held outside the Supplemental Trust.
In December 2020, BAM made a $30.1 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. Of this payment, $21.5 million was a repayment of principal held in the Supplemental Trust, $0.2 million was a payment of accrued interest held in the Supplemental Trust and $8.4 million was a payment of accrued interest held outside the Supplemental Trust.
In January 2020, BAM made a one-time $65.0 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. Of this payment, $47.9 million was a repayment of principal held in the Supplemental Trust, $0.9 million was a payment accrued interest held in the Supplemental Trust and $16.2 million was a payment of accrued interest held outside the Supplemental Trust.
Ark
During any 12-month period, GAIL, a class 4 licensed Bermuda insurer, has the ability to (i) make capital distributions based on 15 %of its total statutory capital per the previous year’s statutory financial statements, or (ii) make dividend payments based on 25 % of its total statutory capital and surplus per the previous year’s statutory financial statements, without prior approval of Bermuda regulatory authorities. Accordingly, White Mountains expects GAIL will have the ability to make capital distributions of $113.6 million during 2022, which is equal to 15 % of its December 31, 2021 statutory capital of $757.6 million, subject to meeting all appropriate liquidity and solvency requirements and the filing of its December 31, 2021 statutory financial statements. During 2021, GAIL did not pay a dividend to its immediate parent.
As of December 31, 2021, Ark and its intermediate holding companies had $4.0 million of net unrestricted cash, short-term investments and fixed maturity investments outside of its regulated and unregulated insurance and reinsurance operating subsidiaries. During 2021, Ark did not pay any dividends to its immediate parent.
NSM
During 2021, NSM distributed $8.0 million to unitholders, substantially all of which was paid to White Mountains. As of December 31, 2021, NSM had $22.3 million of net unrestricted cash and short-term investments.
Kudu
During 2021, Kudu distributed $19.4 million to unitholders, substantially all of which was paid to White Mountains. As of December 31, 2021, Kudu had $16.9 million of net unrestricted cash and short-term investments.
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Note 16. Segment Information
As of December 31, 2021, White Mountains conducted its operations through five segments: (1) HG Global/BAM, (2) Ark, (3) NSM, (4) Kudu and (5) Other Operations.
As a result of the Ark Transaction, White Mountains began consolidating Ark in its financial statements as of January 1, 2021. See Note 2 — “Significant Transactions”.
As a result of the Kudu Transaction, White Mountains began consolidating Kudu in its financial statements in the second quarter of 2019. White Mountains’s segment disclosures for the year ended December 31, 2019 include Kudu’s results of operations for the period from April 4, 2019, the date of the Kudu Transaction, to December 31, 2019. See Note 2 — “Significant Transactions”.
As a result of the 2019 MediaAlpha Transaction, White Mountains no longer consolidated MediaAlpha, and consequently it was no longer a reportable segment. White Mountains’s segment disclosures for the year ended December 31, 2019 include MediaAlpha’s results of operations for the period from January 1, 2019 to February 26, 2019, the date of the 2019 MediaAlpha Transaction. See Note 2 — “Significant Transactions”.
White Mountains has made its segment determination based on consideration of the following criteria: (i) the nature of the business activities of each of the Company’s subsidiaries and affiliates; (ii) the manner in which the Company’s subsidiaries and affiliates are organized; (iii) the existence of primary managers responsible for specific subsidiaries and affiliates; and (iv) the organization of information provided to the chief operating decision makers and the Board of Directors. Significant intercompany transactions among White Mountains’s segments have been eliminated herein.
The following tables present the financial information for White Mountains’s segments:
| Millions | HG Global/BAM (1) | Ark | NSM (3) | Kudu | Other Operations | Total | ||||||||||||||||||||||||||||||||
| Year Ended December 31, 2021 | ||||||||||||||||||||||||||||||||||||||
Earned insurance premiums (2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net investment income | ||||||||||||||||||||||||||||||||||||||
| Net realized and unrealized investment gains (losses) | ( | |||||||||||||||||||||||||||||||||||||
| Net realized and unrealized investment gains (losses) from investment in MediaAlpha | ( | ( | ||||||||||||||||||||||||||||||||||||
Commission revenues (4) | ||||||||||||||||||||||||||||||||||||||
| Other revenues | ||||||||||||||||||||||||||||||||||||||
| Total revenues | ( | |||||||||||||||||||||||||||||||||||||
| Loss and loss adjustment expenses | ||||||||||||||||||||||||||||||||||||||
| Insurance acquisition expenses | ||||||||||||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||||||||||||||||||||
| Broker commission expense | ||||||||||||||||||||||||||||||||||||||
| Change in fair value of contingent consideration | ||||||||||||||||||||||||||||||||||||||
| Amortization of other intangible assets | ||||||||||||||||||||||||||||||||||||||
| Loss on assets held for sale | ||||||||||||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||||||||
| Total expenses | ||||||||||||||||||||||||||||||||||||||
| Pre-tax income (loss) | $ | ( | $ | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||
(1) BAM manages its affairs on a statutory accounting basis. BAM’s statutory surplus includes the BAM Surplus Notes and is not reduced by accruals of interest expense on the BAM Surplus Notes. BAM’s statutory surplus is reduced only after a payment of principal or interest has been approved by the NYDFS.
(2) Ark’s earned insurance premiums based on the location of Ark’s underwriting offices in the United Kingdom and Bermuda are $459.3 and $178.0 .
(3) Includes the results of J.C. Taylor from August 6, 2021, the date of the J.C. Taylor transaction.
(4) Approximately 25 % of NSM’s commission revenue was associated with one single carrier.
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| Millions | HG Global/BAM (1) | NSM | Kudu | Other Operations | Total | |||||||||||||||||||||||||||
| Year Ended December 31, 2020 | ||||||||||||||||||||||||||||||||
| Earned insurance premiums | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Net investment income | ||||||||||||||||||||||||||||||||
| Net realized and unrealized investment gains (losses) | ( | |||||||||||||||||||||||||||||||
| Net realized and unrealized investment gains (losses) from investment in MediaAlpha | ||||||||||||||||||||||||||||||||
Commission revenues (2) | ||||||||||||||||||||||||||||||||
| Other revenues | ||||||||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||||||||
| Insurance acquisition expenses | ||||||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||||||||||||||
| Broker commission expense | ||||||||||||||||||||||||||||||||
| Change in fair value of contingent consideration | ( | ( | ||||||||||||||||||||||||||||||
| Amortization of other intangible assets | ||||||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||
| Total expenses | ||||||||||||||||||||||||||||||||
| Pre-tax income (loss) | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||
(1) BAM manages its affairs on a statutory accounting basis. BAM’s statutory surplus includes the BAM Surplus Notes and is not reduced by accruals of interest expense on the BAM Surplus Notes. BAM’s statutory surplus is reduced only after a payment of principal or interest has been approved by the NYDFS.
(2) Approximately 19 % of NSM’s commission revenue was associated with one single carrier.
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| Millions | HG Global/BAM (1) | NSM | Kudu (2) | MediaAlpha (3) | Other Operations | Total | ||||||||||||||||||||||||||||||||
| Year Ended December 31, 2019 | ||||||||||||||||||||||||||||||||||||||
| Earned insurance premiums | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net investment income | ||||||||||||||||||||||||||||||||||||||
| Net realized and unrealized investment gains (losses) | ||||||||||||||||||||||||||||||||||||||
| Net realized and unrealized investment gains from investment in MediaAlpha | ||||||||||||||||||||||||||||||||||||||
| Gain from deconsolidation from MediaAlpha | ||||||||||||||||||||||||||||||||||||||
Advertising and commission revenues (4) | ||||||||||||||||||||||||||||||||||||||
| Other revenues | ||||||||||||||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||||||||||||||
| Insurance acquisition expenses | ||||||||||||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||||||||||||||||||||
| Broker commission expense | ||||||||||||||||||||||||||||||||||||||
| Change in fair value of contingent consideration | ||||||||||||||||||||||||||||||||||||||
| Amortization of other intangible assets | ||||||||||||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||||||||
| Total expenses | ||||||||||||||||||||||||||||||||||||||
| Pre-tax income (loss) | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
(1) BAM manages its affairs on a statutory accounting basis. BAM’s statutory surplus includes the BAM Surplus Notes and is not reduced by accruals of interest expense on the BAM Surplus Notes. BAM’s statutory surplus is reduced only after a payment of principal or interest has been approved by the NYDFS.
(2) Kudu’s results are from April 4, 2019, the date of the Kudu Transaction, to December 31, 2019.
(3) MediaAlpha’s results are from January 1, 2019 to February 26, 2019, the date of the 2019 MediaAlpha Transaction.
(4) Approximately 17 % of NSM’s commission revenue was associated with one single carrier.
| Millions Selected Balance Sheet Data | HG Global/BAM | Ark | NSM | Kudu | Other Operations | Held for Sale | Total | |||||||||||||||||||||||||||||||||||||
| December 31, 2021: | ||||||||||||||||||||||||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Total assets | $ | (1) | $ | $ | $ | $ | (2) | $ | $ | |||||||||||||||||||||||||||||||||||
| Total liabilities | $ | (2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Total White Mountains’s common shareholders’ equity | $ | (2) | $ | $ | $ | $ | (2) | $ | $ | |||||||||||||||||||||||||||||||||||
| Non-controlling interest | $ | ( | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| December 31, 2020: | ||||||||||||||||||||||||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Total assets | $ | (1) | $ | $ | $ | $ | (2) | $ | $ | |||||||||||||||||||||||||||||||||||
| Total liabilities | $ | (2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Total White Mountains’s common shareholders’ equity | $ | (2) | $ | $ | $ | $ | (2) | $ | $ | |||||||||||||||||||||||||||||||||||
| Non-controlling interest | $ | ( | $ | $ | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||
(1) As of December 2021 and 2020, total assets in the HG Global/BAM segment reflected the elimination of $364.6 and $388.2 of BAM Surplus Notes issued to HG Global and its subsidiaries, and $157.6 and $155.7 in accrued interest related to the BAM Surplus Notes.
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In compliance with ASC 606, Revenues from Contracts with Customers, the following tables present White Mountains’s total revenues by revenue source:
| Millions | HG Global/BAM | Ark | NSM | Kudu | Other Operations | Total | ||||||||||||||||||||||||||||||||
| Year Ended December 31, 2021 | ||||||||||||||||||||||||||||||||||||||
| Commission and other revenue | ||||||||||||||||||||||||||||||||||||||
Specialty Transportation (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Pet | ||||||||||||||||||||||||||||||||||||||
| United Kingdom | ||||||||||||||||||||||||||||||||||||||
| Real Estate | ||||||||||||||||||||||||||||||||||||||
| Social Services | ||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total commission and other revenue | ||||||||||||||||||||||||||||||||||||||
| Products and service revenues | ||||||||||||||||||||||||||||||||||||||
| Revenues from contracts with customers | ||||||||||||||||||||||||||||||||||||||
Other (2) | ( | |||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
(1) Includes the results of J.C. Taylor from August 6, 2021, the date of the J.C. Taylor transaction.
(2) Other revenues consist of premiums, investment income, investment gains and losses and other revenues outside the scope of ASC 606, Revenues from Contracts with Customers.
| Millions | HG Global/BAM | NSM | Kudu | Other Operations | Total | |||||||||||||||||||||||||||
| Year Ended December 31, 2020 | ||||||||||||||||||||||||||||||||
| Commission and other revenue | ||||||||||||||||||||||||||||||||
| Specialty Transportation | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Pet | ||||||||||||||||||||||||||||||||
| United Kingdom | ||||||||||||||||||||||||||||||||
| Real Estate | ||||||||||||||||||||||||||||||||
| Social Services | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total commission and other revenue | ||||||||||||||||||||||||||||||||
| Products and service revenues | ||||||||||||||||||||||||||||||||
| Revenues from contracts with customers | ||||||||||||||||||||||||||||||||
Other (1) | ||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
(1) Other revenues consist of premiums, investment income, investment gains and losses and other revenues outside the scope of ASC 606, Revenues from Contracts with Customers.
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| Millions | HG Global/BAM | NSM | Kudu (2) | MediaAlpha (3) | Other Operations | Total | ||||||||||||||||||||||||||||||||
| Year Ended December 31, 2019 | ||||||||||||||||||||||||||||||||||||||
| Commission and other revenue | ||||||||||||||||||||||||||||||||||||||
| Specialty Transportation | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| United Kingdom | ||||||||||||||||||||||||||||||||||||||
| Pet | ||||||||||||||||||||||||||||||||||||||
| Real Estate | ||||||||||||||||||||||||||||||||||||||
| Social Services | ||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total commission and other revenue | ||||||||||||||||||||||||||||||||||||||
| Advertising revenues | ||||||||||||||||||||||||||||||||||||||
| Product and service revenues | ||||||||||||||||||||||||||||||||||||||
| Revenues from contracts with customers | ||||||||||||||||||||||||||||||||||||||
Other (1) | ||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1) Other revenues consist of premiums, investment income, investment gains and losses and other revenues outside the scope of ASC 606, Revenues from Contracts with Customers.
(2) Kudu’s results are from April 4, 2019, the date of the Kudu Transaction, to December 31, 2019.
(3) MediaAlpha’s results are from January 1, 2019 to February 26, 2019, the date of the 2019 MediaAlpha Transaction.
Note 17. Equity Method Eligible Investments
White Mountains’s equity method eligible investments include White Mountains’s investment in MediaAlpha, certain other unconsolidated entities, including Kudu’s Participation Contracts, private equity funds and hedge funds in which White Mountains has the ability to exert significant influence over the investee’s operating and financial policies.
The following table presents the ownership interests and carrying values of White Mountains’s equity method eligible investments as of December 31, 2021 and 2020:
| December 31, 2021 | December 31, 2020 | |||||||||||||||||||||||||
| Millions | Ownership Interest | Carrying Value | Ownership Interest | Carrying Value | ||||||||||||||||||||||
Kudu Participation Contracts (1) | $ | $ | ||||||||||||||||||||||||
| Investment in MediaAlpha | % | % | ||||||||||||||||||||||||
| PassportCard/DavidShield | % | % | ||||||||||||||||||||||||
| Elementum Holdings, L.P. | % | % | ||||||||||||||||||||||||
| Other equity method eligible investments, at fair value | Under 50.0% | Under 50.0% | ||||||||||||||||||||||||
| Other equity method eligible investments, at fair value | 50.0% and over | 50.0% and over | ||||||||||||||||||||||||
(1) Ownership interest generally references basic ownership interest with the exception of Kudu’s Participation Contracts, which are non-controlling equity interests in the form of revenue and earnings participation contracts.
For the years ended December 31, 2021, 2020 and 2019, White Mountains received dividend and income distributions from equity method eligible investments of $56.2 million, $95.0 million and $14.8 million, which were recorded within net investment income in the consolidated statement of operations.
As a result of the 2019 MediaAlpha Transaction, White Mountains deconsolidated MediaAlpha as of February 26, 2019. Upon deconsolidation, White Mountains’s investment in MediaAlpha met the criteria to be accounted for under the equity method or under the fair value option. White Mountains elected the fair value option. White Mountains’s consolidated statement of comprehensive income and its segment disclosures include MediaAlpha’s results of operations for the period from January 1, 2019 through February 26, 2019. Following the MediaAlpha IPO, White Mountains’s investment in MediaAlpha is accounted for at fair value based on the publicly traded share price of MediaAlpha’s common stock and White Mountains presents its investment in MediaAlpha as a separate line item on the balance sheet. See Note 2 — “Significant Transactions”.
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For the period from February 26, 2019 to December 31, 2019 and for the year ended December 31, 2020, MediaAlpha was considered a significant subsidiary. For the period from February 26, 2019 to December 31, 2019, MediaAlpha’s total revenues, total expenses, and net income were $359.2 million, $336.3 million, and $22.9 million.
| December 31, | ||||||||||||||
| Millions | 2021 | 2020 | ||||||||||||
| Balance sheet data: | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Total liabilities | $ | $ | ||||||||||||
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 (1) | |||||||||||||||||
| Income statement data: | ||||||||||||||||||||
| Total revenues | $ | $ | $ | |||||||||||||||||
| Total expenses | $ | $ | $ | |||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ||||||||||||||||
(1) For the year ended December 31, 2019, MediaAlpha recorded out of period adjustments that increased (decreased) total revenues by $0.1 , total expenses by $1.2 and net income by $(1.1 ). The adjustments primarily related to MediaAlpha’s accounting for its equity-based compensation and amortization of other intangible assets. White Mountains has evaluated the impact of the adjustments and concluded that they are not material, individually and in the aggregate, to current or prior period financial statements.
The following tables present aggregated summarized financial information for White Mountains’s investments in equity method eligible unconsolidated entities, excluding MediaAlpha:
| December 31, | ||||||||||||||
| Millions | 2021 | 2020 | ||||||||||||
Balance sheet data(1): | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Total liabilities | $ | $ | ||||||||||||
(1) Financial data for White Mountains’s equity method eligible investees is generally reported on a one-quarter lag.
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
Income statement data(1): | ||||||||||||||||||||
| Total revenues | $ | $ | $ | |||||||||||||||||
| Total expenses | $ | $ | $ | |||||||||||||||||
| Net income (loss) | $ | $ | $ | |||||||||||||||||
(1) Financial data for White Mountains’s equity method eligible investees is generally reported on a one-quarter lag.
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Note 18. Variable Interest Entities
BAM
As a mutual insurance company, BAM is owned by its members. BAM charges an insurance premium on each municipal bond insurance policy it writes. A portion of the premium is an MSC and the remainder is a risk premium. In the event of a municipal bond refunding, a portion of the MSC from the original issuance can be reutilized, in effect serving as a credit against the total insurance premium on the refunding of the municipal bond. Issuers of debt insured by BAM are members of BAM so long as any of their BAM-insured debt is outstanding. As members, they have certain interests in BAM, including the right to vote for BAM’s directors and to receive dividends in the future, if declared.
The equity at risk funded by BAM’s members is not sufficient to fund its operations without the additional financial support provided by the BAM Surplus Notes and accordingly, BAM is considered to be a VIE.
At inception, BAM and HG Re also entered into the FLRT. HG Re provides first loss protection up to 15 %-of-par outstanding on each municipal bond insured by BAM. For capital appreciation bonds, par is adjusted to the estimated equivalent par value for current interest paying bonds. In return, BAM cedes up to 60 % of the risk premium charged for insuring the municipal bond, net of a ceding commission. HG Re’s obligations under the FLRT are limited to the assets in the Regulation 114 Trust and the Supplemental Trust. Losses required to be reimbursed under the FLRT are subject to an aggregate limit equal to the assets held in the Collateral Trusts at any point in time. In addition, under the FLRT, HG Holdings Ltd, a subsidiary of HG Global, has the right to designate two directors for election to BAM’s board of directors.
Since BAM is owned by its members, its equity and results of operations are included in non-controlling interests. However, White Mountains is required to consolidate BAM’s results in its financial statements because BAM is a VIE for which White Mountains is the primary beneficiary.
Elementum
On May 31, 2019, White Mountains acquired a 30.0 % limited partnership interest in Elementum for $55.1 million. White Mountains has determined that Elementum is a VIE but that White Mountains is not the primary beneficiary. White Mountains’s ownership interest gives White Mountains the ability to exert significant influence over the significant financial and operating activities of Elementum. Accordingly, Elementum meets the criteria to be accounted for under the equity method. White Mountains has taken the fair value option for its investment in Elementum. Changes in the fair value of Elementum are recorded in realized and unrealized investment gains (losses). As of December 31, 2021, White Mountains’s maximum exposure to loss on its investment in Elementum is limited to the carrying value of $45.0 million.
PassportCard/DavidShield
On January 24, 2018, White Mountains acquired a 50.0 % ownership interest in DavidShield, its joint venture partner in PassportCard. As part of the transaction, White Mountains reorganized its equity stake in PassportCard so that White Mountains and its partner in DavidShield would each own 50.0 % of both businesses. To facilitate the transaction, White Mountains provided financing to its partner in the form of a non-interest bearing loan that is secured by the partner’s equity in PassportCard/DavidShield. The gross purchase price for the 50.0 % interest in DavidShield was $41.8 million, or $28.3 million net of the financing provided for the restructuring.
On May 7, 2020, White Mountains made an additional $15.0 million investment in PassportCard/DavidShield to support
operations through the ongoing COVID-19 pandemic. The transaction increased White Mountains’s ownership interest from
As a result of the transaction, White Mountains’s re-evaluated its accounting treatment for its investment in PassportCard/DavidShield. Because White Mountains does not have the unilateral power to direct the operations of PassportCard or DavidShield, White Mountains does not hold a controlling financial interest and does not consolidate either entity. White Mountains’s ownership interest gives White Mountains the ability to exert significant influence over the significant financial and operating activities of PassportCard/DavidShield. Accordingly, White Mountains’s investment in PassportCard/DavidShield meets the criteria to be accounted for under the equity method. White Mountains has taken the fair value option for its investment in PassportCard/DavidShield. Changes in the fair value of PassportCard/DavidShield are recorded in realized and unrealized investment gains (losses). As of December 31, 2021, White Mountains’s maximum exposure to loss on its equity investment in PassportCard/DavidShield and the non-interest bearing loan to its partner is limited to the total carrying value of $129.4 million.
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Kudu
On April 4, 2019, White Mountains completed the Kudu Transaction for cash consideration of $81.4 million. White Mountains recognized total assets acquired of $155.5 million, including $7.6 million of goodwill and $2.2 million of other intangible assets, total liabilities assumed of $0.8 million and non-controlling interest of $1.5 million. As a result of the Kudu Transaction, White Mountains’s basic unit ownership of Kudu increased from 49.5 % to 99.1 % (42.7 % to 85.4 % on a fully diluted, fully converted basis), and White Mountains began consolidating Kudu as a reportable segment in its financial statements during the second quarter of 2019. White Mountains’s consolidated financial statements and its segment disclosures include Kudu’s results for the period from April 4, 2019 to December 31, 2019.
For periods prior to the Kudu Transaction, White Mountains determined that Kudu was a VIE but that White Mountains was not the primary beneficiary. White Mountains’s ownership interest gave White Mountains the ability to exert significant influence over the significant financial and operating activities of Kudu. Accordingly, for the year ended December 31, 2018, Kudu met the criteria to be accounted for under the equity method. White Mountains took the fair value option for its investment in Kudu, measuring its investment in Kudu at fair value using NAV as a practical expedient with changes therein recorded in realized and unrealized investment gains (losses) for the year ended December 31, 2018.
Note 19. Fair Value of Financial Instruments
White Mountains records its financial instruments at fair value with the exception of debt obligations which are recorded as debt at face value less unamortized original issue discount. See Note 7 — “Debt”.
| December 31, 2021 | December 31, 2020 | |||||||||||||||||||||||||
| Millions | Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||||||||||
| Ark 2007 Subordinated Notes | $ | $ | $ | $ | ||||||||||||||||||||||
| Ark 2021 Subordinated Notes | $ | $ | $ | $ | ||||||||||||||||||||||
| NSM Bank Facility | $ | $ | $ | $ | ||||||||||||||||||||||
| Other NSM debt | $ | $ | $ | $ | ||||||||||||||||||||||
| Kudu Credit Facility | $ | $ | $ | $ | ||||||||||||||||||||||
| Kudu Bank Facility | $ | $ | $ | $ | ||||||||||||||||||||||
| Other Operations debt | $ | $ | $ | $ | ||||||||||||||||||||||
The fair value estimates for the Ark 2007 Subordinated Notes, the Ark 2021 Subordinated Notes, NSM Bank Facility, the Other NSM debt, the Kudu Credit Facility, the Kudu Bank Facility and Other Operations debt have been determined based on a discounted cash flow approach and are considered to be Level 3 measurements.
Note 20. Commitments and Contingencies
White Mountains leases certain office spaces under non-cancellable operating leases that expire on various dates through 2022. Rental expense for all of White Mountains’s locations was $9.9 million, $7.7 million and $7.2 million for the years ended December 31, 2021, 2020 and 2019. White Mountains also has various other lease obligations that are immaterial in the aggregate. White Mountains’s future annual minimum rental payments required under non-cancellable leases, which are primarily for office space, are $10.9 million, $9.9 million, $8.5 million, and $23.0 million for the years ending December 31, 2022, 2023, 2024 and 2025 and thereafter.
White Mountains also has future binding commitments to fund certain other long-term investments. These commitments, which totaled $44.0 million as of December 31, 2021, do not have fixed funding dates.
Legal Contingencies
White Mountains, and the insurance industry in general, is routinely subject to claims related litigation and arbitration in the normal course of business, as well as litigation and arbitration that do not arise from, nor are directly related to, claims activity. White Mountains’s estimates of the costs of settling matters routinely encountered in claims activity are reflected in the reserves for unpaid loss and LAE. See Note 5 — “Losses and Loss Adjustment Expense Reserves”.
F - 75
Note 21. Held for Sale and Discontinued Operations
Sirius Group
On April 18, 2016, White Mountains completed the sale of Sirius International Insurance Group, Ltd. (“Sirius Group”) to CM International Pte. Ltd. and CM Bermuda Limited (collectively “CMI”). In connection with the sale, White Mountains indemnified Sirius Group against the loss of certain interest deductions claimed by Sirius Group related to periods prior to the sale of Sirius Group to CMI that had been disputed by the Swedish Tax Agency (STA). In late October 2018, the Swedish Administrative Court ruled against Sirius Group on its appeal of the STA’s denial of these interest deductions. As a result, in 2018 White Mountains recorded a loss of $17.3 million within net (loss) gain on sale of discontinued operations reflecting the value of these interest deductions.
As of December 31, 2020, White Mountains recorded a liability of $18.7 million, related to the tax indemnification provided in connection with the sale of Sirius Group in 2016. In April 2021, the STA informed the Swedish Administrative Court of Appeal that Sirius Group should prevail in its appeal and that the interest deductions should not be disallowed. In June 2021, the Swedish Administrative Court of Appeal ruled in Sirius Group’s favor. During 2021, White Mountains recorded a gain of $17.6 million in discontinued operations to reverse the liability accrued as of December 31, 2020 and $1.1 million gain related to foreign currency translation. During 2020, White Mountains recorded an increase in the liability of $2.2 million related to foreign currency translation that was included within net loss on sale of discontinued operations.
NSM
On April 12, 2021, NSM completed the sale of the Fresh Insurance motor business for net proceeds of £1.1 million ($1.5 million based upon the foreign exchange spot rate as of the transaction date). The assets and liabilities included in the transaction, were measured at their estimated fair values, net of disposal and classified as held for sale at March 31, 2021. However, the transaction did not meet the criteria to be classified as discontinued operations. In the first quarter of 2021, NSM recorded a loss of $28.7 million related to the sale.
Other
As of December 31, 2021, White Mountains classified one of the Other Operating Businesses, which included $16.1 million of insurance licenses, investments and cash, as assets held for sale.
As of December 31, 2017, White Mountains classified its Guilford, Connecticut property, which consists of an office building and adjacent land, as held for sale. On August 20, 2020, the office building was sold for $2.3 million. For the year ended December 31, 2020, White Mountains recognized $0.1 million of realized loss on the sale of the office building.
As of December 31, 2020, the adjacent land was measured at its estimated fair value, net of costs of disposal, of $0.7 million. On September 17, 2021, the adjacent land was sold for $0.7 million and White Mountains recognized $0.1 million of realized loss within other revenues in the Other Operations segment.
As of December 31, 2020, assets held for sale also includes a corporate aircraft. The aircraft was measured at its carrying value of $1.7 million, which is lower than its estimated fair value. On February 12, 2021, the corporate aircraft was sold for $2.1 million and White Mountains recorded $0.5 million of realized gains within other revenues in the Other Operations segment.
F - 76
Earnings Per Share from Discontinued Operations
White Mountains calculates earnings per share using the two-class method, which allocates earnings between common and unvested restricted common shares. Both classes of shares participate equally in earnings on a per share basis. Basic earnings per share amounts are based on the weighted average number of common shares outstanding adjusted for unvested restricted common shares. Diluted earnings per share amounts are also impacted by the net effect of potentially dilutive common shares outstanding. The following table presents the Company’s computation of earnings per share for discontinued operations for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Basic and diluted earnings per share numerators (in millions): | ||||||||||||||||||||
| Net income (loss) attributable to White Mountains’s common shareholders | $ | ( | $ | $ | ||||||||||||||||
| Less: total income (loss) from continuing operations, net of tax | ( | |||||||||||||||||||
| Net income (loss) from discontinued operations attributable to White Mountains’s common shareholders | ( | |||||||||||||||||||
Allocation of (earnings) losses to participating restricted common shares (1) | ( | |||||||||||||||||||
| Basic and diluted (loss) earnings per share numerators | $ | $ | ( | $ | ||||||||||||||||
| Basic earnings per share denominators (in thousands): | ||||||||||||||||||||
| Total average common shares outstanding during the period | ||||||||||||||||||||
Average unvested restricted common shares (3) | ( | ( | ( | |||||||||||||||||
Basic earnings (loss) per share denominator | ||||||||||||||||||||
| Diluted earnings per share denominator (in thousands): | ||||||||||||||||||||
| Total average common shares outstanding during the period | ||||||||||||||||||||
Average unvested restricted common shares (3) | ( | ( | ( | |||||||||||||||||
| Diluted earnings (loss) per share denominator | ||||||||||||||||||||
| Basic (loss) earnings per share (in dollars) - discontinued operations: | $ | $ | ( | $ | ||||||||||||||||
| Diluted (loss) earnings per share (in dollars) - discontinued operations: | $ | $ | ( | $ | ||||||||||||||||
(1)Restricted shares issued by White Mountains contain dividend participation features, and therefore, are considered participating securities.
(2)Net earnings attributable to White Mountains’s common shareholders, net of restricted share amounts, is equal to undistributed earnings for the years ended December 31, 2021, 2020 and 2019.
(3)Restricted common shares outstanding vest either in equal annual installments or upon a stated date. See Note 12 — “Employee Share-Based Compensation Plans”.
F - 77
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS
Management is responsible for the preparation and fair presentation of the financial statements included in this report. The financial statements have been prepared in conformity with GAAP in the United States. 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 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.
The Audit Committee of the Board, which is comprised entirely of independent, qualified directors, is responsible for the oversight of our accounting policies, financial reporting and internal control including the appointment and compensation of our independent registered public accounting firm. The Audit Committee meets periodically with management, our independent registered public accounting firm and our internal auditors to ensure they are carrying out their responsibilities. The Audit Committee is also responsible for performing an oversight role by reviewing our financial reports. Our independent registered public accounting firm and internal auditors have full and unlimited access to the Audit Committee, with or without management present, to discuss the adequacy of internal control over financial reporting and any other matters which they believe should be brought to their attention.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. There are inherent limitations in the effectiveness of any internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Further, an effective internal control environment as of a point in time may become inadequate in the future because of changes in conditions, or deterioration in the degree of compliance with the policies and procedures.
We assessed the effectiveness of White Mountains’s internal control over financial reporting as of December 31, 2021. Our assessment did not include an assessment of the internal control over financial reporting for certain recent acquisitions. These acquisitions were Ark Insurance Holdings Limited and its subsidiaries, J.C. Taylor Insurance and New Market Waste Solutions, LLC. The total assets and total revenues excluded from our assessment related to these acquisitions represented 39%, less than 1% and less than 1%, respectively, of White Mountains’s total assets as of December 31, 2021 and 71%, less than 1% and 6%, respectively, of White Mountains’s total revenue for the year ended December 31, 2021. In making our assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, we have concluded that White Mountains maintained effective internal control over financial reporting as of December 31, 2021.
PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, has audited the effectiveness of White Mountains’s internal control over financial reporting as of December 31, 2021 as stated in their report which appears on page F-79.
February 28, 2022
| /s/ G. MANNING ROUNTREE | /s/ REID T. CAMPBELL | |||||||
Chief Executive Officer (Principal Executive Officer) | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||
F - 78
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of White Mountains Insurance Group, Ltd.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of White Mountains Insurance Group, Ltd. and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes and financial statement schedules listed in the index appearing after the signature page (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management's Annual Report on Internal Control over Financial Reporting, management has excluded Ark Insurance Holdings Limited and its subsidiaries, J.C.Taylor Insurance, and New Market Waste Solutions, LLC from its assessment of internal control over financial reporting as of December 31, 2021 because they were acquired by the Company in purchase business combinations during 2021. We have also excluded Ark Insurance Holdings Limited and its subsidiaries, J.C. Taylor Insurance, and New Market Waste Solutions, LLC, from our audit of internal control over financial reporting. Ark Insurance Holdings Limited and its subsidiaries, J.C. Taylor Insurance, and New Market Waste Solutions, LLC. are majority-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 39%, less than 1% and less than 1%, and 71%, less than 1% and 6%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.
F - 79
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Goodwill Impairment Assessment - NSM Reporting Unit
As described in Notes 1, 2 and 4 to the consolidated financial statements, the Company acquired NSM Insurance HoldCo, LLC and its subsidiaries (collectively, “NSM”) in 2018 and NSM subsequently acquired net assets of KBK Insurance Group, Inc. (“KBK”) in 2018, Embrace Pet Insurance (“Embrace”) in 2019, and Kingsbridge Group Limited (“Kingsbridge”) in 2020. As of December 31, 2021, a significant portion of the $503.2 million NSM reporting unit goodwill is associated with these acquisitions. As disclosed by management, goodwill is reviewed for potential impairment on an annual basis, or whenever indications of potential impairment exist. The annual review first assesses whether qualitative factors indicate that the carrying value of goodwill may be impaired, and if it is more likely than not that an impairment may exist, then a quantitative analysis is performed to compare the fair value of a reporting unit with its carrying value. Both the annual qualitative assessment of potential impairment as well as the quantitative comparison of carrying value to estimated fair value involve management judgment. The use of discounted cash flow models, market comparisons and other valuation techniques, as well as assumptions, including revenue growth rates, are inherently subjective. If the carrying value had exceeded the estimated fair value, then an impairment charge would have been recognized through current period pre-tax income.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment for the NSM reporting unit is a critical audit matter are (i) the significant judgment by management to determine the fair value of the reporting unit, which in turn led to a high degree of auditor judgment and subjectivity in applying procedures relating to the goodwill impairment assessment; (ii) the significant audit effort in evaluating the audit evidence relating to management’s discounted cash flow model and market comparisons valuation techniques and significant assumptions related to the revenue growth rates for the aforementioned entities within the NSM reporting unit; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
F - 80
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the NSM reporting unit, the discounted cash flow model and market comparisons valuation techniques, and development of significant assumptions related to the revenue growth rates. These procedures also included, among others (i) testing management’s process for developing the fair value of the reporting unit; (ii) evaluating the appropriateness of the discounted cash flow model and market comparisons valuation techniques; and for the aforementioned entities within the NSM reporting unit, (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of the significant assumptions related to the revenue growth rates. Evaluating the revenue growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the Company’s discounted cash flow model and market comparisons valuation techniques.
Valuation of Certain Other Long-Term Investments
As described in Notes 1 and 3 to the consolidated financial statements, the Company maintains various other non-controlling equity interests in operating businesses accounted for at fair value within other long-term investments. The fair values of the most significant of these investments, classified within other long-term investments as of December 31, 2021, consist of PassportCard Limited and DavidShield Life Insurance Agency (2000) Ltd. (collectively, PassportCard/DavidShield”) for $120.0 million; Elementum Holdings L.P. (“Elementum”) for $45.0 million; and certain participation contracts of Kudu Investment Management, LLC and its subsidiaries (collectively, “Kudu”) representing a portion of the total Kudu participation contracts of $669.5 million. As disclosed by management, they applied significant judgment in determining the fair value of these other long-term investments using discounted cash flow models, and in case of one of Kudu’s participation contracts, using a probability weighted expected return method, which involved the use of key inputs with respect to (i) for PassportCard/DavidShield and Elementum, projections of future revenues and earnings, discount rates, and terminal revenue growth rates, and (ii) for certain participation contracts of Kudu, projections of future revenues and earnings of Kudu’s clients, discount rates, terminal cash flow exit multiples, and for one of Kudu’s participation contracts, expected value to be received in a pending sale transaction.
The principal considerations for our determination that performing procedures relating to the valuation of certain other long-term investments is a critical audit matter are (i) the significant judgment by management to determine the fair value of these other long-term investments, which in turn led to a high degree of auditor judgment and subjectivity in performing procedures relating to the fair value measurement; (ii) the significant audit effort in evaluating the audit evidence relating to the discounted cash flow models and the key inputs related to (a) projections of future revenues and earnings for PassportCard/DavidShield and Elementum, and (b) projections of future revenues and earnings of Kudu’s clients for certain participation contracts of Kudu; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of certain other long-term investments, including controls over the Company’s discounted cash flow models and determination of key inputs. These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in developing an independent fair value range of each of the aforementioned investments and comparing management’s estimate to the independently developed range. Developing the independent estimate involved (i) testing the completeness and accuracy of data provided by management and (ii) evaluating management’s key inputs related to (a) projections of future revenues and earnings for PassportCard/DavidShield and Elementum, and (b) projections of future revenues and earnings of Kudu’s clients for certain participation contracts of Kudu.
Acquisition of Ark Insurance Holdings Limited - Valuation of Syndicate Underwriting Capacity Intangible Asset
As described in Note 2 to the consolidated financial statements, the Company completed the acquisition of Ark Insurance Holdings Limited and its subsidiaries (Ark) in 2021, which resulted in a $175.7 million syndicate underwriting capacity intangible asset being recorded. The fair value of the syndicate underwriting capacity intangible asset was internally estimated based on the income approach. Significant inputs to the valuation model include estimates of growth in premium revenues, investment returns, claim costs, expenses, and discount rates based on a weighted average cost of capital.
F - 81
The principal considerations for our determination that performing procedures relating to the valuation of the acquired Ark syndicate underwriting capacity intangible asset is a critical audit matter are (i) the significant judgment by management when developing their estimate, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the discount rate and growth in premium revenues, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the syndicate underwriting capacity intangible asset and controls over the development of the significant assumptions related to the discount rate and growth in premium revenues. These procedures also included, among others (i) reading the purchase agreement and (ii) testing management’s process for estimating the fair value of the syndicate underwriting capacity intangible asset. Testing management’s process included evaluating the appropriateness of the income method, testing the completeness and accuracy of data used by management, and evaluating the reasonableness of the discount rate and growth in premium revenues significant assumptions. Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the income method and the reasonableness of the discount rate and growth in premium revenues significant assumptions.
Valuation of Loss and Loss Adjustment Expense Reserves - Ark Operating Segment
As described in Notes 1 and 5 to the consolidated financial statements, unpaid losses and loss adjustment expenses, including estimates for amounts incurred but not reported, are based on estimates of the ultimate costs of settling claims, including the effects of inflation and other societal and economic factors. Unpaid loss and loss adjustment expenses reserves represent management’s best estimate of ultimate losses and loss adjustment expenses, net of estimated salvage and subrogation recoveries, if applicable. The Company’s loss and loss adjustment expense reserves as of December 31, 2021 for the Ark operating segment were $894.7 million. Management estimates ultimate loss and loss adjustment expenses using various generally accepted actuarial methods applied to known losses and other relevant information. Ultimate loss and loss adjustment expenses are generally determined by extrapolation of claim emergence and settlement patterns observed in the past that can reasonably be expected to persist in the future. Management considers the Company’s own experience, particularly claims development experience, such as trends in case reserves, payments on and closing of claims, as well as changes in business mix and coverage limits, and external market data as the most important information for estimating its reserves. Ultimate loss and loss adjustment expenses for major losses and catastrophes are estimated based on the known and expected exposures to the loss event. Incurred but not reported reserves are adjusted as additional information becomes known or payments are made.
The principal considerations for our determination that performing procedures relating to the valuation of the loss and loss adjustment expense reserves for the Ark operating segment is a critical audit matter are (i) the significant judgment by management when developing their estimate, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the actuarial methods and inputs related to trends in case reserves, payments on and closing of claims, and changes in business mix and coverage limits, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, testing the completeness and accuracy of data provided by management and the relevance and reliability of the industry data, and the involvement of professionals with specialized skill and knowledge to assist in (i) evaluating the appropriateness of the actuarial methods used by management, (ii) evaluating the reasonableness of assumptions used by management to determine the Company’s reserve for loss and loss adjustment expenses, and (iii) developing an independent estimate of the reserve on a sample basis using historical data and loss development patterns, as well as industry data and other benchmarks, to develop an independent estimate and comparing the independent estimate to management’s actuarially determined reserve to evaluate the reasonableness of the reserve for loss and loss adjustment expenses.
/s/ | |||||
| February 28, 2022 | |||||
| We have served as the Company’s auditor since 1999. | |||||
F - 82
SCHEDULE I
WHITE MOUNTAINS INSURANCE GROUP, LTD.
SUMMARY OF INVESTMENTS—OTHER THAN
INVESTMENTS IN RELATED PARTIES
At December 31, 2021
| Millions | Cost | Carrying Value | Fair Value | |||||||||||||||||
| Fixed maturity investments: | ||||||||||||||||||||
| U.S. Government and agency obligations | $ | $ | $ | |||||||||||||||||
| Debt securities issued by corporations | ||||||||||||||||||||
| Municipal obligations | ||||||||||||||||||||
| Mortgage and asset-backed securities | ||||||||||||||||||||
| Collateralized loan obligations | ||||||||||||||||||||
| Total fixed maturity investments | ||||||||||||||||||||
| Short-term investments | ||||||||||||||||||||
| Investment in MediaAlpha | ||||||||||||||||||||
| Common equity securities - Industrial, Miscellaneous, and Other | ||||||||||||||||||||
| Other long-term investments | ||||||||||||||||||||
| Total investments | $ | $ | $ | |||||||||||||||||
Schedules of the Registrant should be read in conjunction with the Consolidated Financial Statements and Notes.
FS-1
SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
CONDENSED BALANCE SHEETS (1)
| December 31, | ||||||||||||||
| Millions | 2021 | 2020 | ||||||||||||
| Assets: | ||||||||||||||
| Cash | $ | $ | ||||||||||||
| Fixed maturity investments, at fair value | ||||||||||||||
| Short-term investments, at amortized cost | ||||||||||||||
| Other assets | ||||||||||||||
| Investments in consolidated subsidiaries | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||
| Payable to subsidiary | $ | $ | ( | |||||||||||
Other liabilities (2) | ||||||||||||||
| Total liabilities | ( | |||||||||||||
| White Mountains’s common shareholders’ equity | ||||||||||||||
| Non-controlling interests | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
(1) These condensed unconsolidated financial statements reflect the results of operations, financial condition and cash flows for the Company. Investments in which White Mountains holds a controlling financial interest are accounted for using the equity method. Under the equity method, investments in subsidiaries are recorded on the condensed balance sheets at the amount of the Company’s ownership percentage of the subsidiary’s GAAP book value. The income from subsidiaries is reported on a net of tax basis as equity in earnings from consolidated and unconsolidated subsidiaries on the condensed statements of operations and comprehensive income (loss). Capital contributions to and distributions from consolidated subsidiaries are presented within investing activities on the condensed statements of cash flows.
(2) As of December 31, 2020, White Mountains’s other liabilities includes $18.7 related to the Sirius Group tax contingency, which was reversed during 2021. See Note 21 — “Held for Sale and Discontinued Operations”.
Schedules of the Registrant should be read in conjunction with the Consolidated Financial Statements and Notes.
FS-2
SCHEDULE II (continued)
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (1)
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Revenues (loss) (including realized and unrealized gains and losses) | $ | ( | $ | ( | $ | |||||||||||||||
| Expenses | ||||||||||||||||||||
| Pre-tax income (loss) | ( | ( | ||||||||||||||||||
| Income tax benefit (expense) | ( | ( | ||||||||||||||||||
| Net income (loss) | ( | ( | ||||||||||||||||||
Net gain (loss) from discontinued operations, net of tax (2) | ( | |||||||||||||||||||
| Equity in earnings from consolidated and unconsolidated subsidiaries, net of tax | ( | |||||||||||||||||||
| Net (income) loss attributable to non-controlling interests | ( | ( | ||||||||||||||||||
| Net income (loss) attributable to White Mountains’s common shareholders | ( | |||||||||||||||||||
| Other comprehensive (loss) income items, net of tax | ( | |||||||||||||||||||
| Comprehensive income (loss) attributable to White Mountains’s common shareholders | $ | ( | $ | $ | ||||||||||||||||
(1) These condensed unconsolidated financial statements reflect the results of operations, financial condition and cash flows for the Company. Investments in which White Mountains holds a controlling financial interest are accounted for using the equity method. Under the equity method, investments in subsidiaries are recorded on the condensed balance sheets at the amount of the Company’s ownership percentage of the subsidiary’s GAAP book value. The income from subsidiaries is reported on a net of tax basis as equity in earnings of subsidiaries on the condensed statements of operations and comprehensive income (loss). Capital contributions to and distributions from subsidiaries are presented within investing activities on the condensed statements of cash flows.
(2) During 2021, 2020 and 2019, net gain (loss) from discontinued operations includes $18.7 , $(2.3 ) and $0.8 arising from the tax contingency on the sale of Sirius Group. See Note 21 — “Held for Sale and Discontinued Operations”.
Schedules of the Registrant should be read in conjunction with the Consolidated Financial Statements and Notes.
FS-3
SCHEDULE II (continued)
CONDENSED STATEMENTS OF CASH FLOWS (1)
| Year Ended December 31, | ||||||||||||||||||||
| Millions | 2021 | 2020 | 2019 | |||||||||||||||||
| Net income (loss) attributable to White Mountains’s common shareholders | $ | ( | $ | $ | ||||||||||||||||
| Charges (credits) to reconcile net income to net cash from operations: | ||||||||||||||||||||
| Net realized and unrealized investment (gains) losses on sales of investments | ( | |||||||||||||||||||
| Undistributed earnings from subsidiaries | ( | ( | ||||||||||||||||||
Net (gain) loss from sale of discontinued operations, net of tax (2) | ( | ( | ||||||||||||||||||
Other non-cash reconciling items, primarily amortization of restricted share and option awards (3) | ||||||||||||||||||||
Net change in other assets and liabilities (4) | ( | ( | ||||||||||||||||||
| Net cash (used for) provided from operations | ( | ( | ( | |||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||
Net change in short-term investments (5)(6) | ( | ( | ||||||||||||||||||
| Purchases of investment securities | ( | ( | ||||||||||||||||||
Sales and maturities of investment securities (6) | ||||||||||||||||||||
| Purchases of investment securities from subsidiaries | ( | |||||||||||||||||||
| Sales of investment securities to subsidiaries | ||||||||||||||||||||
Issuance of debt (to) from subsidiaries (7) | ( | ( | ||||||||||||||||||
Repayment of debt to (from) subsidiaries(5) | ||||||||||||||||||||
Net distributions from (contributions to) subsidiaries (5)(8)(9) | ( | |||||||||||||||||||
| Net cash provided from (used for) investing activities | ||||||||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||
| Repurchases and retirement of common shares | ( | ( | ||||||||||||||||||
| Dividends paid on common shares | ( | ( | ( | |||||||||||||||||
| Payments of restricted shares withholding taxes | ( | ( | ( | |||||||||||||||||
| Net cash used for financing activities | ( | ( | ( | |||||||||||||||||
| Net decrease in cash during the year | ( | |||||||||||||||||||
| Cash balance at beginning of year | ||||||||||||||||||||
| Cash balance at end of year | $ | $ | $ | |||||||||||||||||
(1) These condensed unconsolidated financial statements reflect the results of operations, financial condition and cash flows for the Company. Investments in which White Mountains holds a controlling financial interest are accounted for using the equity method. Under the equity method, investments in consolidated subsidiaries are recorded on the condensed balance sheets at the amount of the Company’s ownership percentage of the subsidiary’s GAAP book value. The income from consolidated subsidiaries is reported on a net of tax basis as equity in earnings of subsidiaries on the condensed statements of operations and comprehensive income (loss). Capital contributions to and distributions from consolidated subsidiaries are presented within investing activities on the condensed statements of cash flows.
(2) During 2021, 2020 and 2019, net gain (loss) from sale of discontinued operations includes $18.7 , $(2.3 ) and $0.8 arising from the tax contingency on the sale of Sirius Group. See Note 21 — “Held for Sale and Discontinued Operations”
(3) For the years ended December 31, 2021, 2020 and 2019, amortization of restricted share awards was $14.7 , $16.6 and $10.5 .
(4) For 2021, 2020 and 2019, net change in other assets and liabilities also included a $6.5 , $(4.8 ), and $(6.6 ) net change in (receivables) payables to the Company’s subsidiaries.
(5) During 2021, the Company’s wholly-owned subsidiary, Bridge Holdings (“Bridge”) repaid $200.0 of outstanding intercompany debt to the Company by transferring shares of its wholly-owned subsidiary, White Mountains Lincoln Holdings, Inc., (“WM Lincoln”), which had carrying value of $212.6 . The $12.6 excess of the intercompany debt was a non-cash distribution to the Company. Also as part of the transaction, the Company received a distribution of $18.0 from Bridge, including $17.9 of short-term investments and $0.1 of cash. Subsequent to that transaction, the Company contributed the shares of WM Lincoln, which had a carrying value of $212.6 , to its wholly-owned subsidiary White Mountains Adams, Inc. (“WM Adams”). The Company also contributed an additional $42.7 to WM Adams, including $37.1 of short-term investments and $5.6 of cash.
(6) During 2020, the Company had non-cash purchases of short-term investments of $169.6 .
(7) During 2020, the Company had non-cash issuance of debt of $169.6 to Bridge. Proceeds of the debt, which were short-term investments, were transferred to Bridge.
(8) During 2019, the Company made cash contributions of $70.5 and $2.0 to Bridge and its wholly-owned subsidiary, White Mountains Investment Bermuda, Ltd (“WMIB”)
(9) During 2021, the Company received a distribution of $19.7 , including $19.1 of short-term investments and $0.6 of cash, from WMIB. During 2020, the Company received cash distributions of $6.8 and $22.3 from its wholly-owned subsidiary, PSC Holdings, Ltd. and the Company’s subsidiary, HG Global Ltd. During 2019, the Company received cash distributions of $24.4 and $1.9 from WMIB and the Company’s subsidiary, HG Global Ltd.
Schedules of the Registrant should be read in conjunction with the Consolidated Financial Statements and Notes.
FS-4
SCHEDULE III
WHITE MOUNTAINS INSURANCE GROUP, LTD.
SUPPLEMENTARY INSURANCE INFORMATION
| Column A | Column B | Column C | Column D | Column E | Column F | Column G | Column H | Column I | Column J | Column K | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Millions Segment | Deferred Acquisition Costs | Future Policy Benefits, Losses, Claims and Loss Expenses | Unearned Premiums | Other Policy Claims and Benefits Payable | Premiums Earned | Net Investment Income | Benefits, Claims, Losses and Settlement Expenses | Amortization of Deferred Acquisition Costs | Other Operating Expenses | Premiums Written | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Years ended: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| HG Global/BAM | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ark | $ | $ | $ | $ | — | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| HG Global/BAM | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| HG Global/BAM | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedules of the Registrant should be read in conjunction with the Consolidated Financial Statements and Notes.
FS-5
SCHEDULE IV
WHITE MOUNTAINS INSURANCE GROUP, LTD.
REINSURANCE
| Column A | Column B | Column C | Column D | Column E | Column F | |||||||||||||||||||||||||||
| $ in Millions Premiums Earned | Gross Amount | Ceded to Other Companies | Assumed from Other Companies | Net Amount | Percentage of Amount Assumed to Net | |||||||||||||||||||||||||||
| Year ended: | ||||||||||||||||||||||||||||||||
| December 31, 2021 | ||||||||||||||||||||||||||||||||
| HG Global/BAM | $ | $ | $ | $ | % | |||||||||||||||||||||||||||
| Ark | ( | |||||||||||||||||||||||||||||||
| December 31, 2020 | ||||||||||||||||||||||||||||||||
| HG Global/BAM | ||||||||||||||||||||||||||||||||
| December 31, 2019 | ||||||||||||||||||||||||||||||||
| HG Global/BAM | ||||||||||||||||||||||||||||||||
Schedules of the Registrant should be read in conjunction with the Consolidated Financial Statements and Notes.
FS-6
SCHEDULE V
WHITE MOUNTAINS INSURANCE GROUP, LTD.
VALUATION AND QUALIFYING ACCOUNTS
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||||||||||||||
| Additions (subtractions) | ||||||||||||||||||||||||||||||||
| Millions | Balance at beginning of period | Charged to costs and expenses | Charged to other accounts | Deductions described (1) | Balance at end of period | |||||||||||||||||||||||||||
| Years ended: | ||||||||||||||||||||||||||||||||
| December 31, 2021 | ||||||||||||||||||||||||||||||||
| Reinsurance recoverable on paid losses: | ||||||||||||||||||||||||||||||||
| Allowance for reinsurance balances | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
(1)Represents net collections (charge-offs) of balances receivable and foreign currency translation.
Schedules of the Registrant should be read in conjunction with the Consolidated Financial Statements and Notes.
FS-7
SCHEDULE VI
WHITE MOUNTAINS INSURANCE GROUP, LTD.
SUPPLEMENTAL INFORMATION FOR PROPERTY AND CASUALTY INSURANCE UNDERWRITERS
(Millions)
| Column A | Column B | Column C | Column D | Column E | Column F | Column G | Column H | Column I | Column J | Column K | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred acquisition costs | Reserves for Unpaid Claims and Claims Adjustment Expenses | Discount, if any, deducted in Column C | Unearned Premiums | Earned Premiums | Net investment income | Claims and Claims Adjustment Expenses Incurred Related to | Amortization of deferred policy acquisition costs | Paid Claims and Claims Adjustment Expenses | Premiums written | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Affiliation with registrant | Current Year | Prior Year | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ark: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedules of the Registrant should be read in conjunction with the Consolidated Financial Statements and Notes.
FS-8
Exhibit 4
DESCRIPTION OF COMMON SHARES
The summary of the terms of White Mountains’s common shares set forth below does not purport to be complete and is qualified in its entirety by reference to our memorandum of continuance and bye-laws.
Authorized Share Capital
White Mountains's memorandum of continuance and bye-laws provide that its authorized share capital is limited to 50,000,000 common shares, par value U.S. $1.00 per share. As of February 23, 2022, 3,000,849 common shares were issued and outstanding.
Voting
The holders of common shares are entitled to one vote per share except as restricted by the voting limitation described below (subject to the rights of the holders of any other class of shares that may be issued). All actions submitted to a vote of shareholders shall be voted on by the holders of common shares, voting together as a single class, except as provided by law.
With respect to the election of directors, each holder of common shares entitled to vote at the election has the right to vote, in person or by proxy, the number of shares held by him or her for as many persons as there are directors to be elected and for whose election that holder has a right to vote. The directors are divided into three classes with staggered terms, with only one class standing for election each year. Each nominee receiving the majority of the votes cast at a meeting duly called and constituted shall be elected a director of the company; provided, however, that (i) in a contested director election in which the number of nominees exceeds the number of directors to be elected, the nominees receiving the highest number of votes, up to the number of directors to be elected, shall be elected (a “Plurality Vote”); and (ii) in an uncontested election, any director who receives less than a majority of the votes cast with respect to that director’s election shall tender his or her resignation, but if such resignation is declined by the board of directors of White Mountains in accordance with the bye-laws, such director shall be elected by a Plurality Vote.
The bye-laws contain a provision limiting the voting rights of any person who beneficially holds (directly, indirectly or constructively under the Internal Revenue Code) 10% or more of the votes conferred by the issued shares of White Mountains to 9.9% of the votes conferred by the issued shares of White Mountains. This 9.9% voting limitation provision will not be applicable to any foundation or trust established by John J. Byrne, Patrick M. Byrne (his son) and/or any affiliate or associate of any of them or any group of which any of them is a part (each of them, a "Byrne Entity") with respect to any matter submitted to shareholders other than with respect to the election of directors.
In addition, the bye-laws contain a provision limiting the voting rights of any group (defined as two or more persons acting as a partnership, syndicate or other group for the purpose of acquiring, holding or disposition of the relevant securities) which beneficially holds 10% or more of the votes conferred by the issued shares of White Mountains to 9.9% of the votes conferred by the issued shares of White Mountains, except that this provision will not restrict (a) any Byrne Entity or (b) any person or group that the board of directors, by the affirmative vote of at least 75% of the entire board of directors, may exempt from this provision.
The bye-laws also contain a provision limiting the voting rights of any person to a reduced percentage who, at his or her election, notifies the board of directors to the percentage designated by such person (subject to acceptance of such cut-back by the board in its sole discretion) so that (and to the extent) such person may meet any applicable insurance or other regulatory requirement or voting threshold or limitation that may be applicable to such person or to evidence that such person's voting power is no greater than such threshold.
Dividends
Holders of common shares are entitled to participate, on a share-for-share basis, with the holders of any other common shares outstanding, with respect to any dividends declared by the board of directors of White Mountains. Dividends will generally be payable in U.S. dollars.
Liquidation
On a liquidation of White Mountains, holders of common shares are entitled to receive any assets remaining after the payment of White Mountains’s debts and the expenses of the liquidation, subject to such special rights as may be attached to any other class of shares.
Redemption
White Mountains is entitled to redeem common shares from a shareholder at fair market value if its board of directors determines that common share ownership by that shareholder may result in adverse tax, regulatory or legal consequences to White Mountains, any of its subsidiaries or any of the holders of common shares.
Variation of Rights
Under the bye-laws, if at any time White Mountains's share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares of that class) may be varied with the consent in writing of the holders of a majority of the issued shares of that class or with the sanction of a resolution passed at a separate general meeting of the holders of the shares of that class.
Change of Control
Bermuda law permits an amalgamation or a merger between two or more Bermuda companies subject, unless the bye-laws otherwise provide, to obtaining a majority vote of three-fourths of the shareholders of each of the companies, and of each class of shares entitled to vote separately as a class at such a meeting, present and voting in person or by proxy at a meeting called for that purpose. Unless the bye-laws otherwise provide, Bermuda law also requires that the quorum at the meetings be at least two persons holding or representing by proxy one-third of the issued shares of the company or the class, as the case may be. Each share of an amalgamating or merging company carries the right to vote in respect of an amalgamation or merger, whether or not it otherwise carries the right to vote.
Except as set forth in the next paragraph, the bye-laws provide that any amalgamation or merger approved by two-thirds of White Mountains's board of directors shall only require approval by a majority of the voting power held by the shareholders present at a meeting of the shareholders where a quorum is present.
White Mountains's bye-laws generally prohibit us from engaging in a "business combination" with an "interested shareholder" for a period of three years after the time of the transaction in which the person became an interested shareholder, unless:
(1) prior to that time, the board of directors approves the transaction or the business combination;
(2) upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the outstanding voting shares, excluding for purposes of determining the number of shares outstanding, shares owned by directors who are also officers and by certain employee plans; or
(3) on or after that time the board of directors and the shareholders by an affirmative vote of at least 662/3% of the outstanding voting shares, which are not owned by the interested shareholder, approve the transaction.
The definition of "business combinations" includes mergers, asset sales and other transactions resulting in a financial benefit to the interested shareholder. An "interested shareholder" is a person who, together with affiliates and associates, owns or, within three years, did own 15% or more of White Mountains's voting stock. However, the bye-laws provide that each Byrne Entity is excepted from being an "interested shareholder".
Bermuda law also provides that where an offer is made for shares in a company by another company and, within four months of the offer, the holders of at least 90% in value of the shares which are the subject of the offer (other than shares already held by or on behalf of the offeror) accept, the offeror may by notice, given within two months after such approval is obtained, require any non-tendering shareholder to transfer their shares on the terms of the offer. Dissenting shareholders may apply to a court within one month of notice objecting to the transfer and the court may make any order it thinks fit. The burden is on the dissenting shareholders to show that the court should exercise its discretion to enjoin the required transfer, which the court will be unlikely to do unless there is evidence of fraud or bad faith or collusion between the offeror and the holders of the shares who have accepted the offer as a means of unfairly forcing out minority shareholders.
Exhibit 21
SUBSIDIARIES OF THE REGISTRANT
AS OF DECEMBER 31, 2021
FULL NAME OF SUBSIDIARY | PLACE OF INCORPORATION | ||||
| ARK INSURANCE HOLDINGS LIMITED | BERMUDA | ||||
BRIDGE HOLDINGS (BERMUDA) LTD | BERMUDA | ||||
| GROUP ARK INSURANCE HOLDINGS LIMITED | BERMUDA | ||||
| GROUP ARK INSURANCE LIMITED | BERMUDA | ||||
HG GLOBAL LTD | BERMUDA | ||||
HG HOLDINGS LTD | BERMUDA | ||||
HG RE LTD | BERMUDA | ||||
HG SERVICES LTD | BERMUDA | ||||
PSC HOLDINGS LTD. | BERMUDA | ||||
WHITE MOUNTAINS INVESTMENTS (BERMUDA) LTD. | BERMUDA | ||||
| WM HINSON (BERMUDA) LTD | BERMUDA | ||||
| ATTORNEY'S & PROFESSIONAL INSURANCE SERVICES, INC. | CALIFORNIA, USA | ||||
| NSM ADMINISTRATION, INC | CALIFORNIA, USA | ||||
| ARK UNDERWRITING INC | CONNECTICUT, USA | ||||
| AMERICAN COLLECTOR'S INSURANCE, LLC | DELAWARE, USA | ||||
COPPER FUNDING, LLC | DELAWARE, USA | ||||
| J.C. TAYLOR, LLC | DELAWARE, USA | ||||
KUDU INVESTMENT HOLDINGS, LLC | DELAWARE, USA | ||||
KUDU INVESTMENT MANAGEMENT LLC | DELAWARE, USA | ||||
KUDU INVESTMENT US, LLC | DELAWARE, USA | ||||
NSM INSURANCE HOLDING CO, LLC | DELAWARE, USA | ||||
NSM INSURANCE GROUP, LLC | DELAWARE, USA | ||||
TK PARTNERS, LLC | DELAWARE, USA | ||||
WHITE MOUNTAINS ADVISORS LLC | DELAWARE, USA | ||||
WHITE MOUNTAINS CAPITAL, LLC | DELAWARE, USA | ||||
WHITE MOUNTAINS CATSKILL HOLDINGS, INC | DELAWARE, USA | ||||
WM ADAMS HOLDINGS, INC | DELAWARE, USA | ||||
WM JEFFERSON HOLDINGS, INC | DELAWARE, USA | ||||
WM LAFEYETTE HOLDINGS, INC | DELAWARE, USA | ||||
WM LINCOLN HOLDINGS, LLC | DELAWARE, USA | ||||
WM MADISON HOLDINGS, INC | DELAWARE, USA | ||||
WM PORTFOLIO HOLDINGS, LLC | DELAWARE, USA | ||||
WHITE MOUNTAINS SERVICES LLC | DELAWARE, USA | ||||
HGR PORTFOLIO SOLUTIONS ICAV | IRELAND | ||||
TNUVA FINANCIT LTD | ISRAEL | ||||
WOBI INSURANCE AGENCY, LTD | ISRAEL | ||||
WHITE MOUNTAINS HOLDINGS (LUXEMBOURG) S.A.R.L. | LUXEMBOURG | ||||
WHITE MOUNTAINS INVESTMENTS (LUXEMBOURG) S.A.R.L | LUXEMBOURG | ||||
| CLEVERLAND HOLDINGS, LLC | OHIO, USA | ||||
| EMBRACE PET INSURANCE AGENCY, LLC | OHIO, USA | ||||
| EMBRACE PET MANAGEMENT, LLC | OHIO, USA | ||||
| PLANS LIABILITY INSURANCE COMPANY | OHIO, USA | ||||
| NSM INSURANCE SERVICES LLC | TEXAS, USA | ||||
| ACCIDENT & HEALTH UNDERWRITING LIMITED | UNITED KINGDOM | ||||
| ACCIDENT & HEALTH CLAIMS LLP | UNITED KINGDOM | ||||
| ARK CORPORATE MEMBER LIMITED | UNITED KINGDOM | ||||
| ARK CORPORATE MEMBER NO. 2 LIMITED | UNITED KINGDOM | ||||
| ARK CORPORATE MEMBER NO. 3 LIMITED | UNITED KINGDOM | ||||
| ARK CORPORATE MEMBER NO. 4 LIMITED | UNITED KINGDOM | ||||
| ARK SYNDICATE MANAGEMENT LIMITED | UNITED KINGDOM | ||||
| AUTOSAINT LIMITED | UNITED KINGDOM | ||||
| BATSON BIDCO LIMITED | UNITED KINGDOM | ||||
Exhibit 21
| BATSON MIDCO LIMITED | UNITED KINGDOM | ||||
| DINGHY LIMITED | UNITED KINGDOM | ||||
| DINGHY TECH LIMITED | UNITED KINGDOM | ||||
| DINGHY UK LIMITED | UNITED KINGDOM | ||||
| DINGHY USA INC. | UNITED KINGDOM | ||||
| FIRST INSURANCE SERVICES LIMITED | UNITED KINGDOM | ||||
| FIRST UNDERWRITING LTD | UNITED KINGDOM | ||||
| FIRST SPECIALTY LTD | UNITED KINGDOM | ||||
| FRESH INSURANCE SERVICES GROUP LIMITED | UNITED KINGDOM | ||||
| KINGFISHER INSURANCE SERVICES LIMITED | UNITED KINGDOM | ||||
| KINGFISHER UK HOLDINGS LIMITED | UNITED KINGDOM | ||||
| KINGSBRIDGE GROUP LIMITED | UNITED KINGDOM | ||||
| KINGSBRIDGE RISK SOLUTIONS LIMITED | UNITED KINGDOM | ||||
| KINGSBRIDGE PROFESSIONAL SOLUTIONS LTD | UNITED KINGDOM | ||||
| KRS LION BIDCO LIMITED | UNITED KINGDOM | ||||
| KFO HOLDINGS LTD | UNITED KINGDOM | ||||
| KWCP HOLDINGS UK LTD | UNITED KINGDOM | ||||
| LADYBIRD INSURANCE BROKER LIMITED | UNITED KINGDOM | ||||
| LARSEN HOWIE LIMITED | UNITED KINGDOM | ||||
| LARSEN HOWIE GROUP LIMITED | UNITED KINGDOM | ||||
| MAYBURY JAMES LIMITED | UNITED KINGDOM | ||||
| NSM MGA HOLDINGS | UNITED KINGDOM | ||||
| NSM UK HOLDINGS LTD. | UNITED KINGDOM | ||||
| PETER D. JAMES LIMITED | UNITED KINGDOM | ||||
| SOAR NEWCO LIMITED | UNITED KINGDOM | ||||
| STEWART MILLER MCCULLOCH & CO. LIMITED | UNITED KINGDOM | ||||
| STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED | UNITED KINGDOM | ||||
| SYNDICATE ARK 4020 | UNITED KINGDOM | ||||
| SYNDICATE NOA 3902 | UNITED KINGDOM | ||||
| WM CAPITAL HOLDINGS LTD | UNITED KINGDOM | ||||
| WM INTERNATIONAL HOLDINGS LTD | UNITED KINGDOM | ||||
| WM REGENT, LTD | UNITED KINGDOM | ||||
| RICHMOND RISK MANAGEMENT, INC | VIRGINIA, USA | ||||
Certain other subsidiaries of the Company have been omitted since, in the aggregate, they would not constitute a significant subsidiary.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-220469 and 333-83206) of White Mountains Insurance Group, Ltd. of our report dated February 28, 2022 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
February 28, 2022
Boston, Massachusetts
February 28, 2022
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-220469 and 333-83206) of White Mountains Insurance Group, Ltd. of our report dated February 28, 2022 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting of MediaAlpha, Inc., which appears in MediaAlpha, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
February 28, 2022
Boston, Massachusetts
February 28, 2022
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-220469 and 333-83206) of White Mountains Insurance Group, Ltd. of our report dated March 30, 2020 relating to the financial statements of QL Holdings, LLC, which appears in White Mountains Insurance Group, Ltd.’s Annual Report on Form 10-K/A for the year ended December 31, 2019.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
February 28, 2022
Boston, Massachusetts
February 28, 2022
Exhibit 24
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that Peter M. Carlson does hereby make, constitute and appoint G. Manning Rountree and himself, and each of them, as true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution, resubstitution and revocation, for and in the name, place and stead of the undersigned, to execute and deliver the Annual Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each such amendment to be in such form and to contain such terms and provisions as said attorney or substitute shall deem necessary or desirable; giving and granting unto said attorney, or to such person or persons as in any case may be appointed pursuant to the power of substitution herein given, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or, in the opinion of said attorney or substitute, able to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorney or such substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 22nd day of February, 2022.
/s/ Peter M. Carlson
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that Mary C. Choksi does hereby make, constitute and appoint G. Manning Rountree and Peter M. Carlson, and each of them, as true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution, resubstitution and revocation, for and in the name, place and stead of the undersigned, to execute and deliver the Annual Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each such amendment to be in such form and to contain such terms and provisions as said attorney or substitute shall deem necessary or desirable; giving and granting unto said attorney, or to such person or persons as in any case may be appointed pursuant to the power of substitution herein given, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or, in the opinion of said attorney or substitute, able to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorney or such substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 22nd day of February, 2022.
/s/ Mary C. Choksi
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that Morgan W. Davis does hereby make, constitute and appoint G. Manning Rountree and Peter M. Carlson, and each of them, as true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution, resubstitution and revocation, for and in the name, place and stead of the undersigned, to execute and deliver the Annual Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each such amendment to be in such form and to contain such terms and provisions as said attorney or substitute shall deem necessary or desirable; giving and granting unto said attorney, or to such person or persons as in any case may be appointed pursuant to the power of substitution herein given, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or, in the opinion of said attorney or substitute, able to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorney or such substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 21st day of February, 2022.
/s/ Morgan W. Davis
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that Margaret Dillon does hereby make, constitute and appoint G. Manning Rountree and Peter M. Carlson, and each of them, as true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution, resubstitution and revocation, for and in the name, place and stead of the undersigned, to execute and deliver the Annual Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each such amendment to be in such form and to contain such terms and provisions as said attorney or substitute shall deem necessary or desirable; giving and granting unto said attorney, or to such person or persons as in any case may be appointed pursuant to the power of substitution herein given, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or, in the opinion of said attorney or substitute, able to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorney or such substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 21st day of February, 2022.
/s/ Margaret Dillon
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that Philip A. Gelston does hereby make, constitute and appoint G. Manning Rountree and Peter M. Carlson, and each of them, as true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution, resubstitution and revocation, for and in the name, place and stead of the undersigned, to execute and deliver the Annual Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each such amendment to be in such form and to contain such terms and provisions as said attorney or substitute shall deem necessary or desirable; giving and granting unto said attorney, or to such person or persons as in any case may be appointed pursuant to the power of substitution herein given, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or, in the opinion of said attorney or substitute, able to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorney or such substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 21st day of February, 2022.
/s/ Philip A. Gelston
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that Suzanne Shank does hereby make, constitute and appoint G. Manning Rountree and Peter M. Carlson, and each of them, as true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution, resubstitution and revocation, for and in the name, place and stead of the undersigned, to execute and deliver the Annual Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each such amendment to be in such form and to contain such terms and provisions as said attorney or substitute shall deem necessary or desirable; giving and granting unto said attorney, or to such person or persons as in any case may be appointed pursuant to the power of substitution herein given, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or, in the opinion of said attorney or substitute, able to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorney or such substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 21st day of February, 2022.
/s/ Suzanne Shank
WHITE MOUNTAINS INSURANCE GROUP, LTD.
POWER OF ATTORNEY
KNOW ALL MEN by these presents, that David A. Tanner does hereby make, constitute and appoint G. Manning Rountree and Peter M. Carlson, and each of them, as true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution, resubstitution and revocation, for and in the name, place and stead of the undersigned, to execute and deliver the Annual Report on Form 10-K, and any and all amendments thereto; such Form 10-K and each such amendment to be in such form and to contain such terms and provisions as said attorney or substitute shall deem necessary or desirable; giving and granting unto said attorney, or to such person or persons as in any case may be appointed pursuant to the power of substitution herein given, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or, in the opinion of said attorney or substitute, able to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorney or such substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed these presents this 21st day of February, 2022.
/s/ David A. Tanner
Exhibit 31.1
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION PURSUANT TO RULE 13a-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, G. Manning Rountree, Chief Executive Officer of White Mountains Insurance Group, Ltd., certify that:
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2021 of White Mountains Insurance Group, Ltd.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
February 28, 2022
By:
/s/ G. Manning Rountree
Chief Executive Officer
(Principal Executive Officer)
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Exhibit 31.2
PRINCIPAL FINANCIAL OFFICER CERTIFICATION PURSUANT TO RULE 13a-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Reid T. Campbell, Executive Vice President & Chief Financial Officer of White Mountains Insurance Group, Ltd. certify that:
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2021 of White Mountains Insurance Group, Ltd.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
February 28, 2022
By:
/s/ Reid T. Campbell
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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Exhibit 32.1
PRINCIPAL EXECUTIVE OFFICER
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of White Mountains Insurance Group, Ltd. (the “Company”), for the period ending December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, G. Manning Rountree, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(a) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and,
(b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Report.
| /s/ G. Manning Rountree | |||||
| Chief Executive Officer (Principal Executive Officer) | |||||
| February 28, 2022 | |||||
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Exhibit 32.2
PRINCIPAL FINANCIAL OFFICER
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of White Mountains Insurance Group, Ltd. (the “Company”), for the period ending December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Reid T. Campbell, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(a) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and,
(b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Report.
| /s/ Reid T. Campbell | |||||
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||
| February 28, 2022 | |||||
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