10-K 1 a2152709z10-k.htm FORM 10-K

Use these links to rapidly review the document
TABLE OF CONTENTS
Index to Consolidated Financial Statements and Financial Statement Schedules



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period                               to                                

Commission file number 1-8993

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

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

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

 

03755-2053
(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

  Name of each exchange on which registered

Common Shares, par value $1.00 per share   New York Stock Exchange
Bermuda Stock Exchange

Securities registered pursuant to section 12(g) of the Act:

None

        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

        Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ý    No o

        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, 2004, was $2,938,462,920.

        As of March 1, 2005, 10,774,589 common shares, par value of $1.00 per share ("Common Shares"), were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the Registrant's Definitive Proxy Statement to be filed with the Securities and Exchange Commission ("SEC") pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to the Registrant's Annual General Meeting of Members scheduled to be held May 19, 2005 are incorporated by reference into Part III of this Form 10-K. With the exception of the portions of the Proxy Statement specifically incorporated herein by reference, the Proxy Statement is not deemed to be filed as part of this Form 10-K.





TABLE OF CONTENTS

PART I

ITEM 1.

 

Business

 

3
        General   3
        OneBeacon   4
        White Mountains Re   16
        Esurance   24
        Other Operations   28
        Investments   29
        Regulation   31
        Ratings   34
        Employees   34
        Available Information   34
ITEM 2.   Properties   34
ITEM 3.   Legal Proceedings   35
ITEM 4.   Submission of Matters to a Vote of Security Holders   36

 

 

Executive Officers of the Registrant and its Subsidiaries

 

36

PART II

ITEM 5.

 

Market for the Company's Common Equity, Related Shareholder Matters and Issuer Purchase of Equity Securities

 

38
ITEM 6.   Selected Financial Data   39
ITEM 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations   40
        Non-GAAP Financial Measures   55
        Liquidity and Capital Resources   55
        Related Party Transactions   64
        Critical Accounting Estimates   64
        Forward-Looking Statements   79
ITEM 7A.   Quantitative and Qualitative Disclosures About Market Risk   80
ITEM 8.   Financial Statements and Supplementary Data   81
ITEM 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   81
ITEM 9A.   Controls and Procedures   81
ITEM 9B.   Other Information   82

PART III

ITEM 10.

 

Directors and Executive Officers

 

82
ITEM 11.   Executive Compensation   82
ITEM 12.   Security Ownership of Certain Beneficial Owners and Management   82
ITEM 13.   Certain Relationships and Related Transactions   83
ITEM 14.   Principal Accountant Fees and Services   83

PART IV

ITEM 15.

 

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

 

83

CERTIFICATIONS

 

C-1

2



PART I

Item 1. Business

GENERAL

        White Mountains Insurance Group, Ltd. (the "Company" or the "Registrant") was originally formed as a Delaware corporation in 1980. In October 1999, the Company completed a corporate reorganization that changed its domicile from Delaware to Bermuda. The Company's principal businesses are conducted through its subsidiaries and affiliates in the businesses of property and casualty insurance and reinsurance. Within this report, the consolidated organization is referred to as "White Mountains". The Company's headquarters are located at Bank of Butterfield Building, 42 Reid Street, Hamilton, Bermuda HM 12, its principal executive office is located at 80 South Main Street, Hanover, New Hampshire 03755-2053 and its registered office is located at Clarendon House, 2 Church Street, Hamilton, Bermuda HM 11. White Mountains' reportable segments are OneBeacon, White Mountains Re, Esurance and Other Operations.

        The OneBeacon segment consists of the OneBeacon Insurance Group LLC family of companies (collectively "OneBeacon"), which are U.S.-based property and casualty insurance writers, substantially all of which operate in a multi-company pool. OneBeacon offers a wide range of specialty, personal and commercial products and services sold primarily through select independent agents. OneBeacon was acquired by White Mountains from Aviva plc ("Aviva", formerly CGU) on June 1, 2001 (the "OneBeacon Acquisition").

        The White Mountains Re segment consists of White Mountains Re Group, Ltd. and its subsidiaries. White Mountains Re offers lead capacity for reinsurance on most liability, property and accident & health exposures through its reinsurance subsidiaries, Folksamerica Reinsurance Company (together with its parent, Folksamerica Holding Company, "Folksamerica", which has been a wholly-owned subsidiary of White Mountains since 1998) and Sirius International Insurance Corporation ("Sirius International"). On April 16, 2004, White Mountains acquired Sirius Insurance Holdings Sweden AB and its subsidiaries ("Sirius") from ABB Ltd. (the "Sirius Acquisition"). The principal companies acquired were Sirius International, Sirius America Insurance Company ("Sirius America"), which provides primary insurance programs in the United States, and Scandinavian Reinsurance Company Ltd. ("Scandinavian Re"), a reinsurance company that has been in run-off since 2002. White Mountains Re also provides reinsurance advisory services, specializing in international property and marine excess reinsurance, through White Mountains Underwriting Limited (domiciled in Ireland and formed in 2001) and White Mountains Underwriting (Bermuda) Limited, formed in 2003 (collectively, "WMU").

        The Esurance segment consists of Esurance Holdings, Inc. and its subsidiaries (collectively, "Esurance"). Esurance, which has been a unit of White Mountains since October 2000, markets personal auto insurance directly to customers and through select online agents.

        White Mountains' Other Operations segment consists of the Company and its intermediate holding companies, as well as the International American Group, Inc. (the "International American Group"). The International American Group, which was acquired by White Mountains in 1999, consists of American Centennial Insurance Company ("American Centennial") and British Insurance Company of Cayman ("British Insurance Company"), both of which are in run-off.

        On November 30, 2004, White Mountains completed a significant corporate reorganization. As part of the reorganization, ownership of Folksamerica was transferred to White Mountains Re from Fund American Companies, Inc. ("Fund American"), which remains OneBeacon's parent. As a result, the legal organization of White Mountains' subsidiaries is consistent with its main operating businesses (i.e., OneBeacon, White Mountains Re and Esurance), and White Mountains Re is now a cohesive,

3



global reinsurance organization. The reorganization also allows White Mountains to independently manage the financial structures of its main operating segments.


White Mountains' Operating Principles

        White Mountains strives to operate within the spirit of four operating principles. These are:

        Underwriting Comes First.    An insurance enterprise must respect the fundamentals of insurance. There must be a realistic expectation of underwriting profit on all business written, and demonstrated fulfillment of that expectation over time, with focused attention to the loss ratio and to all the professional insurance disciplines of pricing, underwriting and claims management.

        Maintain a Disciplined Balance Sheet.    The first concern here is that insurance liabilities must always be fully recognized. Loss reserves and expense reserves must be solid before any other aspect of the business can be solid. Pricing, marketing and underwriting all depend on informed judgment of ultimate loss costs and that can be managed effectively only with a disciplined balance sheet.

        Invest for Total Return.    Historical insurance accounting has tended to hide unrealized gains and losses in the investment portfolio and over reward reported investment income (interest and dividends). Regardless of the accounting, White Mountains must invest for the best growth in after-tax value over time. In addition to investing our bond portfolios for total after-tax return, that will also mean prudent investment in a balanced portfolio consistent with leverage and insurance risk considerations.

        Think Like Owners.    Thinking like owners has a value all its own. There are stakeholders in a business enterprise and doing good work requires more than this quarter's profit. But thinking like an owner embraces all that without losing the touchstone of a capitalist enterprise.


ONEBEACON

        On June 1, 2001, White Mountains purchased CGU Corporation from Aviva and renamed the company OneBeacon. Headquartered in Boston, Massachusetts, OneBeacon is one of the oldest property and casualty insurers in the United States, tracing its roots to 1831 and the Potomac Fire Insurance Company. OneBeacon's legacy includes being among the first to issue automobile policies, honoring claims arising from the great San Francisco earthquake and the sinking of the Titanic, as well as insuring several U.S. presidents.

        At December 31, 2004 and 2003, OneBeacon had $10.0 billion and $11.3 billion of total assets, respectively, and shareholder's equity of $2.3 billion and $2.2 billion, respectively. OneBeacon's principal operating insurance subsidiaries are rated "A" (Excellent, the third highest of fifteen ratings) by A.M. Best, a rating agency which specializes in the insurance and reinsurance industry.


Property and Casualty Insurance Overview

        Generally, property and casualty insurance companies write insurance policies in exchange for premiums paid by its customers (the insured). 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 that are covered under the contract. Such contracts often are subject to subsequent legal interpretation by courts, legislative action and arbitration. Property insurance generally covers the financial consequences of accidental losses to the insured's property, such as a home and the personal property in it, or a business' building, inventory and equipment. 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 and omissions causing bodily injury and/or property damage to a third party. Claims on property coverage generally are reported and settled in a relatively short period of time, whereas those on casualty coverage can take years, even decades, to settle.

4



        Insurance companies derive substantially all of their revenues from earned premiums, investment income and net gains and losses from sales of investment securities. Earned premiums represent premiums received from insureds, which are recognized as revenue over the period of time during which insurance coverage is provided (i.e., ratably over the life of the policy). A significant period of time normally elapses between the receipt of insurance premiums and the payment of insurance claims. During this time, investment income is generated, consisting primarily of interest earned on fixed maturity investments and dividends earned on equity securities. Net realized investment gains and losses result from sales of securities from the insurance companies' investment portfolios.

        Insurance companies incur a significant amount of their total expenses from policyholder losses, which are commonly referred to as "claims". In settling policyholder losses, various loss adjustment expenses ("LAE") are incurred, such as insurance adjusters' fees and litigation expenses. 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 compensation and benefits for professional and clerical staff.

        The key measure of relative underwriting performance for an insurance company is the combined ratio. An insurance company's combined ratio under accounting principles generally accepted in the United States ("GAAP") is calculated by adding the ratio of incurred loss and LAE to earned premiums (the "loss ratio") and the ratio of commissions, premium taxes 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. However, when considering investment income and investment gains or losses, insurance companies operating at a combined ratio of greater than 100% can be profitable.


Lines of Business

        OneBeacon provides specialty lines insurance products and a variety of segmented personal lines insurance products (for individuals) and commercial lines insurance products (for businesses).

        OneBeacon has built specialty businesses by providing customized coverages to certain niche markets. These specialty businesses are not subject to extreme competitive market conditions and are distinct in their product design. Each specialty business has its own operations and distribution channels that target specific customer groups. OneBeacon's specialty lines insurance products include the following:

    Ocean marine: covers losses to an insured's vessel and/or its cargo as a result of collision, fire, piracy and other perils. Ocean marine coverages include cargo, hull, protection and indemnity, primary and excess liability, marina package, comprehensive marina liability package and yacht products.

    Agricultural and rural marketplace products: policies providing property, liability, automobile and/or umbrella coverages for dairy farms, equine farms, farm equipment dealers, orchard and garden farms, as well as farm owners and rural telephone companies and personal auto and homeowners coverage in rural markets, excluding crop damage claims.

    Limited Assigned Distribution ("LAD") services: OneBeacon offers LAD services and takeout credits to insurance companies required to accept future assignments from the New York Automobile Insurance Plan ("NYAIP") and the New Jersey Personal Automobile Insurance Plan ("NJ PAIP").

    Medical errors and omissions: provides coverage for claims arising from direct patient treatment, such as making diagnoses, rendering opinions or providing advice or referral to another physician. Medical errors and omissions also provide coverage for professional committee activities as a member of an accredited hospital staff or any professional medical association or

5


      committee. These coverages are generally offered to mid-sized hospitals and/or managed care organizations and to individual physicians, but only through selected programs.

    Tuition reimbursement: covers tuition payments due to schools and colleges when a student is unable to complete a semester as a result of an illness, accident or certain other causes.

    Excess and surplus property: excess property covers the insured against certain damages over and above those covered by primary policies. Surplus property provides specialized insurance coverage in instances where such coverage is unavailable from insurers licensed within a particular state. OneBeacon entered the excess and surplus lines property business in 2004.

        OneBeacon's personal lines coverages include homeowners insurance, segmented private passenger automobile and package policies sold through select independent agents. In addition, OneBeacon provides management services for a fee to reciprocal exchanges. OneBeacon's focus on commercial lines is to write property, liability, automobile and other related lines for small and mid-sized businesses for specific industry segments. While its personal and commercial businesses are subject to more competitive pressures, OneBeacon believes that through proper segmentation in product design and rating, OneBeacon has created certain specialty niches in these segments. OneBeacon's objective is to underwrite only profitable business without regard to market share or premium growth. OneBeacon's personal and commercial lines insurance products include the following:

    Automobile: consists of physical damage and liability coverage. Automobile physical damage insurance covers loss or damage to vehicles from collision, vandalism, fire, theft or other causes. Automobile liability insurance covers bodily injury of others, damage to their property and costs of legal defense resulting from a collision caused by the insured.

    Homeowners: covers losses to an insured's home, including its contents, as a result of weather, fire, theft and other causes, and losses resulting from liability for acts of negligence by the insured or the insured's immediate family.

    Commercial property: covers losses to a business' premises, inventory and equipment as a result of weather, fire, theft and other causes.

    General liability: covers businesses for any liability resulting from bodily injury and property damage arising from its general business operations, accidents on its premises and the products it manufactures or sells.

    Umbrella: supplements existing insurance policies by covering losses from a broad range of insurance risks in excess of coverage provided by the primary insurance policy up to a specified limit.

    Workers compensation: covers an employer's liability for injuries, disability or death of employees, without regard to fault, as prescribed by state workers compensation law and other statutes.

    Multi-peril: a package policy sold to small to mid-sized insureds or to members of trade associations or other groups that includes general liability insurance and commercial property insurance.

    Inland marine: covers property that may be in transit or held by a bailee at a fixed location, movable goods that are often stored at different locations or property with an unusual antique or collector's value.

6


        For the twelve months ended December 31, 2004, 2003 and 2002, OneBeacon's net written premiums by line of business were as follows:

 
  Year Ended December 31,
Net written premiums by line of business

  2004
  2003
  2002
 
  ($ in millions)

Specialty   $ 848.5   $ 733.7   $ 696.6
Personal     724.7     676.8     845.2
Commercial     807.1     426.7     454.6
Other lines(1)     78.8     135.3     526.4
   
 
 
Total   $ 2,459.1   $ 1,972.5   $ 2,522.8
   
 
 

(1)
Other lines of business for 2004 are primarily from premiums written by reciprocal insurance exchanges administered by OneBeacon, while Other lines of business for 2003 and 2002 are primarily from business assumed from Liberty Mutual Insurance Group ("Liberty Mutual").

    Specialty Lines

        OneBeacon's specialty businesses include a LAD service provider (AutoOne Insurance), rural and farm related products (offered through National Farmers Union Property and Casualty Company, "NFU"), ocean marine (offered through International Marine Underwriters, "IMU"), medical errors and omissions (offered through OneBeacon Professional Partners, "OBPP"), agricultural ("Agri"), and other specialty products, such as tuition reimbursement. Additionally, in 2004, OneBeacon entered into the excess and surplus lines property business with the introduction of OneBeacon Specialty Property ("OBSP"). For the twelve months ended December 31, 2004, 2003 and 2002, OneBeacon's specialty lines net written premiums were as follows:

 
  Year Ended December 31,
Specialty lines net written premiums

  2004
  2003
  2002
 
  ($ in millions)

AutoOne Insurance   $ 263.1   $ 233.8   $ 246.9
National Farmers Union Property & Casualty     178.5     169.0     165.5
International Marine Underwriters     136.5     125.7     109.0
OneBeacon Professional Partners     119.5     68.7     28.7
Agricultural     83.6     84.0     103.0
OneBeacon Specialty Property     19.2        
Other     48.1     52.5     43.5
   
 
 
Total specialty lines   $ 848.5   $ 733.7   $ 696.6
   
 
 

        As a condition to its license to write automobile business within New York, an insurance carrier is obligated by statute to accept future assignments from the NYAIP, a residual insurance market that obtains personal automobile insurance for those individuals who cannot otherwise obtain it in the voluntary insurance market. Alternatively, an insurance carrier can contractually satisfy its NYAIP obligation by (1) transferring its NYAIP assignments to another insurance company, or (2) through utilization of various credits offered by New York to those insurers who voluntarily write policies for individuals in the NYAIP. The process of transferring NYAIP obligations is called Limited Assigned Distribution, and the companies that assume this obligation are called LAD servicing carriers. New Jersey and certain other states have similar programs for personal and commercial automobile.

        In 2001, OneBeacon created AutoOne Insurance to provide LAD services and takeout credits to insurance companies required to accept future assignments from the NYAIP. In January 2004, AutoOne

7



Insurance also began to handle NJ PAIP business as a LAD servicing carrier. New Jersey is now the second largest market in the United States for LAD servicing carriers, with nearly $300 million in NJ PAIP written premium over the last 12 months. Combined, the New York and New Jersey markets account for nearly 85 percent of personal automobile written premium serviced in the country through LAD servicing carriers. Additionally, AutoOne Insurance expects to begin writing LAD and commercial LAD business in several new states in 2005, including Pennsylvania, Texas, California, Connecticut, Vermont, Maine and Delaware.

        In late 2004, AutoOne Insurance introduced a multi-tiered private passenger auto product in New York. This sophisticated product utilizes underwriting tiers to move the price point higher or lower based on risk characteristics. The tiered structure is a key element in the design, as it provides the flexibility needed to adjust to changing market and competitor conditions.

        During 2004, OneBeacon entered the excess and surplus lines property business through its new OBSP division, which is focused on providing solutions for the excess property market. This new business is developing a portfolio with attachment points and policy limits tailored to specific business-class and market conditions. Target classes include schools and universities, municipalities, habitational risks (apartment/condos.), real estate and related classes (offices buildings, shopping centers), retail, wholesale (warehousing), builders risks and other inland marine classes.

        Since 2001, OneBeacon has expanded its specialty businesses to seven companies which represent 35% of OneBeacon's total net written premiums in 2004.

    Personal Lines

        OneBeacon's personal lines principally include automobile, homeowners and Custom-Pac products (Custom-Pac products are combination policies offering home and automobile coverage with optional umbrella, boatowners and other coverages). OneBeacon's mix of personal lines products between automobile and homeowners, including Custom-Pac products, was 67% and 25%, respectively, of personal lines net written premium during 2004, compared to 63% and 30%, respectively, during 2003 and 69% and 24%, respectively, during 2002. OneBeacon writes the majority of its personal business in New York, Massachusetts and Maine.

        During 2004, OneBeacon launched a new multi-tiered product, OneChoice, in the Northeast. OneChoice enables OneBeacon to offer a broader range of coverages by allowing it to develop more sophisticated pricing models that have a greater statistical correlation between historical loss experience and price than traditional pricing models have shown. OneBeacon believes this product will enable it to profitably expand in selected markets throughout the United States.

    Commercial Lines

        OneBeacon's commercial lines products principally include multi-peril, commercial automobile and workers compensation, which represented 54%, 23% and 14%, respectively, of commercial lines net written premium during 2004, compared to 55%, 23% and 8%, respectively, during 2003 and 52%, 29% and 14%, respectively, during 2002.

        On March 31, 2004, OneBeacon acquired Atlantic Specialty Insurance Company ("Atlantic Specialty"), a subsidiary of Atlantic Mutual Insurance Company ("Atlantic Mutual"), and the renewal rights to Atlantic Mutual's segmented commercial insurance business, including the unearned premiums on the acquired book (the "Atlantic Specialty Transaction"). The overall gross written premium for this book of business totals approximately $400 million. This transaction has allowed OneBeacon to sell a highly segmented product to small and mid-sized companies on an industry basis. These industries include but are not limited to technology, professional services, printers and wholesalers.

8



        During the third quarter of 2004, OneBeacon entered into an agreement to sell the renewal rights to most of its pre-Atlantic Mutual New York commercial business to Tower Insurance Group. The transaction, effective with December 1, 2004 renewals, will impact approximately $110 million of premiums. OneBeacon will retain the commercial business acquired from Atlantic Mutual.

    Other Lines

        OneBeacon's other lines include the results of reciprocal insurance exchanges that are included in OneBeacon's GAAP results and also business assumed from Liberty Mutual.

        Reciprocal insurance exchanges are policyholder-owned insurance associations. As part of a restructuring of its New Jersey personal lines, in 2002, OneBeacon formed New Jersey Skylands Management LLC to provide management services for a fee to the New Jersey Skylands Insurance Association, a reciprocal exchange, and its wholly owned subsidiary New Jersey Skylands Insurance Company (together, the "Association"). The Association began writing personal automobile coverage for new customers in August 2002. Additionally, during 2004, OneBeacon formed Houston General Management Company to provide management services for a fee to another reciprocal exchange, Houston General Insurance Exchange (the "Exchange"). OneBeacon has no ownership interest in the Association or the Exchange. As a result of accounting literature changes, OneBeacon began consolidating the results of reciprocal insurance exchanges on March 31, 2004 (See Note 15—Variable Interest Entities in the accompanying Consolidated Financial Statements). Net written premiums written by the Association and the Exchange that were included in OneBeacon's 2004 results totaled $75.0 million.

        On November 1, 2001, OneBeacon transferred its regional agency business, agents and operations in 42 states and the District of Columbia to Liberty Mutual pursuant to a renewal rights agreement (the "Liberty Agreement"). This transfer amounted to approximately 45% of OneBeacon's total business at the time of transfer. The Liberty Agreement expired on October 31, 2003. As a result, OneBeacon earned premium in 2004 on policies written prior to the expiration, but did not write any new premiums in 2004 under the Liberty Agreement. Net written premiums assumed under the Liberty Agreement were $130.4 million in 2003 and $496.7 million in 2002.


Geographic Concentration

        OneBeacon's net written premiums are derived solely from business produced in the United States. Business from specialty, personal and commercial lines was produced in the following states:

 
  Year Ended December 31,
 
Specialty, personal and commercial net written premiums by state

 
  2004
  2003
  2002
 
New York   30 % 36 % 38 %
Massachusetts   17   20   19  
New Jersey   9   3   8  
California   8   2   2  
Maine   6   2   7  
Connecticut   5   5   4  
Other(1)   25   32   22  
   
 
 
 
Total   100 % 100 % 100 %
   
 
 
 

(1)
No individual state is greater than 3% of specialty, personal and commercial net written premiums for the years ended December 31, 2004, 2003 and 2002.

9



Marketing

        OneBeacon offers its products though a combination of independent agents, regional and national brokers, wholesalers and captive agents (through NFU). In total, OneBeacon has approximately 2,000 agency and distribution relationships.

        OneBeacon's specialty businesses are located in separate locations, logistically appropriate to their target markets. AutoOne Insurance issues its LAD business through independent agents, generating takeout credits (in New York only) through this business to sell to other insurance carriers subject to NYAIP assignments. IMU distributes its products through a network of select agents that specialize in the ocean marine business. Agri distributes its products through independent agencies. NFU distributes its products primarily through a network of exclusive agents. Substantially all of these exclusive agents are under contract with NFU and the National Farmers Union, a non-profit organization founded in 1902 to advance the interests of family farmers. OBPP distributes its products nationally through excess and surplus lines brokers. OBSP's excess property solutions are provided primarily through surplus lines wholesalers. Through these distribution channels, OneBeacon leverages its knowledge about specialty markets to provide products and services that are tailored to meet customer needs.

        OneBeacon distributes its personal and commercial lines products through select independent insurance agents. OneBeacon believes that independent agents provide complete assessments of their clients' needs, which results in appropriate coverages and prudent risk management. OneBeacon believes that independent agents will continue to be a significant force in overall industry premium production.


Underwriting and Pricing

        OneBeacon believes that there must be a realistic expectation of attaining an underwriting profit on all the business it writes as well as a demonstrated fulfillment of that expectation over time. Adequate pricing is a critical component to the achievement of an underwriting profit and requires a disciplined approach towards pricing insurance products. Inadequate pricing can be caused by pressures from: (1) insurance companies selling their products at rates less than those acceptable to OneBeacon because they either underestimate ultimate claim costs or overestimate the amount of investment income and investment gains they will earn on premiums collected before claims are paid, (2) insurance companies willing to accept a lower return on investment for their stakeholders than OneBeacon, (3) insurance companies seeking to increase revenues and market share by reducing the price of their products beneath levels acceptable to OneBeacon, (4) the emergence and continued growth of insurance company competitors that have lower cost structures, and (5) state regulation, legislation and judicial mandates.

        Beginning in 2003 and continuing through 2004, OneBeacon introduced tiered rating plans in both its personal and commercial lines which permit OneBeacon to offer more price points to its customers based on underwriting criteria applicable to each tier. As a result, OneBeacon now has the flexibility to renew expiring policies into the appropriate tier rather than being forced to choose to either renew the policy at the same base rate or cancel the policy. Management believes that this significant improvement in the accuracy and precision of OneBeacon's rate plans moves it toward the pricing sophistication of the best insurance underwriters in the market.

        These tiers are just one example of OneBeacon's segmented underwriting and pricing strategy. Segmentation is a key driver of OneBeacon's success in specialty lines and is being carried over into personal and commercial lines. OneBeacon develops proprietary knowledge about a given industry/class/risk type which provides it with a competitive edge when offering terms and conditions on individual accounts. OneBeacon believes this will deliver superior returns versus a more "generalist" underwriting approach.

10



        OneBeacon also monitors pricing activity on a weekly basis and regularly measures usage of tiers, credits, debits and limits; this includes monthly review calls with all field offices. In addition, it regularly updates base rates to achieve targeted returns on surplus and attempts to shift writings away from price inadequate lines/classes. Lastly, OneBeacon expends considerable effort to measure and verify exposure bases and values.


Competition

        Property and casualty insurance is highly competitive and extensively regulated by state insurance departments. In specialty lines, OneBeacon competes with numerous regional and national insurance companies, most notably The Robert Plan Corporation, The Chubb Corporation, American International Group, The St. Paul Travelers Companies and the regional Farm Bureaus. In personal and commercial lines, OneBeacon competes with numerous regional and national insurance companies, most notably The St. Paul Travelers Companies, Zurich Insurance Group, CNA Financial, the Hartford Financial Services Group, Allmerica Financial Corporation, W.R. Berkley Corporation, The Chubb Corporation, Progressive Insurance, Allstate Insurance and Liberty Mutual. The more significant competitive factors for most insurance products offered by OneBeacon are price, product terms and claims service, which OneBeacon believes is the most important product differentiation that it brings to its agents and insureds. OneBeacon's underwriting principles and dedication to agency distribution are unlikely to make them the low-cost provider in most markets. However, while it is often difficult for insurance companies to differentiate their products to consumers, OneBeacon believes that its dedication to providing superior product offerings, claims service, and localized underwriting experience gives it a competitive advantage over typical low-cost providers.


Claims Management

        Effective claims management is a critical factor in achieving satisfactory underwriting results. OneBeacon maintains an experienced staff of appraisers, medical specialists, managers, attorneys and field adjusters strategically located throughout its operating territories. OneBeacon also maintains a special investigative unit designed to detect insurance fraud and abuse, and support efforts by regulatory bodies and trade associations to curtail the cost of fraud.

        OneBeacon's claims department's commitment to improvement is producing positive results. In 2004, OneBeacon made several operational changes in the claims department. Claims are now separately organized by specialty and commercial lines, personal lines and run-off operations. This segmentation has allowed OneBeacon to increase loss cost management specialization and better identify claims handling costs. OneBeacon introduced a total claims cost management practice which gives equal importance to controlling claims handling costs, legal expenses and claims payments, enabling OneBeacon to lower its overall claims handling costs. At the same time, over 97% of OneBeacon's insureds that responded to surveys were satisfied by the service provided by OneBeacon.

        OneBeacon's claims department utilizes a modern claims workstation, implemented in 2002, that in addition to recording reserves, payments and adjuster activity, assists each claims handler in evaluating bodily injury claims, determining liability and identifying fraud. OneBeacon's commitment and performance in fighting insurance fraud not only reduces claim costs but has aided law enforcement. Under OneBeacon's Staff Counsel Program, in-house attorneys defended 55% of its newly arising suits at a cost of $8.0 million less than it would have cost to use outside counsel. OneBeacon's internal legal bill audit team saved an additional $6.2 million by reducing legal invoices submitted by outside counsel.

        Calender year reported claims in OneBeacon's ongoing businesses were down 19% in 2004 compared to 2003. This allowed the claims department personnel to increase their focus on older open claims. At December 31, 2004, total open claims were down 22% from December 31, 2003.

11



        Calendar year reported claims in OneBeacon's operations in run-off were 5,900 in 2004 compared to 10,300 in 2003. Total open claims in run-off at December 31, 2004 were 14,600 compared to 28,500 at December 31, 2003, a 49% reduction. This number includes all of the claims that were previously handled by Liberty Mutual as a Third Party Administrator ("TPA"). The majority of OneBeacon's claims are handled by in-house adjusters with the exception of certain claims of certain businesses in run-off. Additionally, National Indemnity Company ("NICO") is used as a TPA for asbestos and environmental reinsurance claims relating to the NICO Cover (see "Asbestos and Environmental Reserves" discussion included in CRITICAL ACCOUNTING ESTIMATES in Management's Discussion and Analysis of Financial Condition and Results of Operations below). OneBeacon claims department personnel are consulted by NICO on major claims. As with all TPAs, claims department personnel perform claim audits on NICO to ensure their controls, processes and settlements are appropriate.

        During the year, OneBeacon identified additional areas in claims processing which will be continuously improved in 2005, including litigation management, expense management and staff productivity.


Terrorism

        Since the terrorist attacks of September 11, 2001 (the "Attacks"), OneBeacon has sought to mitigate the risk associated with any future terrorist attacks by reducing the insured value of policies written in geographic areas with a high concentration of exposure to losses from terrorist attacks or by seeking to exclude coverage for such losses from their policies.

        On November 26, 2002, President Bush signed the Terrorism Risk Insurance Act (the "Terrorism Act") establishing a federal "backstop" for commercial property and casualty losses, including workers compensation, resulting from acts of terrorism by or on behalf of any foreign person or foreign interest. The Terrorism Act requires primary commercial insurers to make terrorism coverage available immediately and provides Federal protection above individual company retention and aggregate industry retention levels. OneBeacon estimates its individual retention level for commercial policies subject to the Terrorism Act to be approximately $160.0 million in 2005. Aggregate industry retention levels are $15.0 billion for 2005. The Federal government will pay 90% of covered terrorism losses that exceed either OneBeacon's or the industry's retention levels up to $100.0 billion. The fate of the Terrorism Act beyond 2005 remains uncertain. It is anticipated that Congress will likely rule on a possible extension during the summer of 2005; however, there is a chance that the Terrorism Act could expire on December 31, 2005. To prepare for that possibility, OneBeacon is notifying customers (in states where permitted) with policies that expire in 2006 of the potential implications to their coverage. OneBeacon's current property and casualty catastrophe reinsurance programs provide coverage for "non-certified" events as defined under the Terrorism Act, provided such losses are not the result of a nuclear, biological or chemical attack. See the discussion in the "Reinsurance Protection" section below for a further description of OneBeacon's catastrophe program.

        OneBeacon closely monitors and manages its concentration of risk by geographic area. Beginning in 2002 and continuing through 2004, OneBeacon aggressively reduced its terrorism exposure in the largest metropolitan areas in which OneBeacon writes insurance by implementing a strategy that limits total probable maximum loss ("PML") from a terrorism event in any half mile radius. (PML is a statistical modeling technique that measures a company's catastrophic exposure as the maximum probable loss in a given time period.) The addition of the Atlantic Mutual book in 2004 resulted in some areas exceeding corporate PML thresholds. In these areas, specific account exposure reduction plans have been established to bring exposures within tolerance levels by the end of 2005. The financial exposure of potential new business is evaluated when it is located in an area of existing concentration or individually presents significant terrorism exposure. Additionally, formal reports are generated quarterly to validate that action adheres to corporate standards. As a result, OneBeacon believes that it has taken appropriate actions to mitigate its exposure to losses from future terrorist attacks and will

12



continue to monitor its terrorism exposure in the future. Nonetheless, risks insured by OneBeacon, and those contemplated by the enacted Terrorism Act, remain exposed to future terrorist attacks and the possibility remains that any future terrorist losses could prove to be material to the Company's financial position and/or its cash flows.


Reinsurance Protection

        In the ordinary course of its business, OneBeacon purchases reinsurance from high-quality, highly rated third party reinsurers in order to provide diversification of its business and minimize loss from large risks or catastrophic events. OneBeacon uses PML forecasting to quantify its exposure to catastrophic losses.

        The timing and size of catastrophe losses are unpredictable and the level of losses experienced in any year could be material to OneBeacon's operating results and financial position. Examples of catastrophes include losses caused by earthquakes, wildfires, hurricanes and other types of storms and terrorist acts. The extent of losses caused by catastrophes is both a function of the amount and type of insured exposure in an area affected by the event and the severity of the event. OneBeacon continually assesses and implements programs to manage its exposure to catastrophe losses through individual risk selection and by limiting its concentration of insurance written in catastrophe-prone areas, such as coastal regions. In addition, OneBeacon imposes wind deductibles on existing coastal windstorm exposures. OneBeacon's largest single natural catastrophe risk is Northeast windstorm.

        OneBeacon seeks to further reduce its exposure to catastrophe losses through the purchase of catastrophe reinsurance. Effective July 1, 2004, OneBeacon renewed its normal property catastrophe reinsurance program to cover its full estimated PML (one-in-250 year) through June 30, 2005. Under that cover, the first $200.0 million of losses resulting from any single catastrophe are retained by OneBeacon and losses from a single event in excess of $200.0 million and up to $850.0 million are reinsured for 100% of the loss. In the event of a catastrophe, OneBeacon can reinstate its property catastrophe reinsurance program for the remainder of the original contract term by paying a reinstatement premium which is based on the percentage of coverage reinstated and the original property catastrophe coverage premium.

        OneBeacon's property catastrophe reinsurance program does not cover personal or commercial property losses resulting from nuclear, biological or chemical terrorist attacks. The program covers personal property losses resulting from other types of terrorist attacks, and commercial property losses resulting from other types of domestic terrorist attacks or events not "certified" as defined under the Terrorism Act. The Terrorism Act provides protection for commercial property losses for certified events including those arising from nuclear, biological, or chemical attacks.

        OneBeacon also purchases individual property reinsurance coverage for certain risks to reduce large loss volatility. The Property per Risk reinsurance program reinsures losses in excess of $5.0 million up to $75.0 million. Individual risk facultative reinsurance may be purchased above $75.0 million where OneBeacon deems it appropriate. The Property per Risk treaty also reinsures losses in excess of $10.0 million up to $75.0 million on an individual risk basis for terrorism losses. However nuclear, biological, and chemical events are not covered.

        OneBeacon also maintains a casualty reinsurance program which provides protection for catastrophe losses involving workers compensation, general liability or automobile liability in excess of $5.0 million up to $60.0 million. This program provides one full $55.0 million limit for either "certified" or "non-certified" terrorism losses but does not provide coverage for losses resulting from nuclear, biological or chemical attacks.

        In connection with the OneBeacon Acquisition, Aviva caused OneBeacon to purchase reinsurance contracts with two reinsurance companies rated "AAA" (Extremely Strong) by Standard & Poor's and

13


"A++" (Superior) by A.M. Best: a full risk-transfer cover from NICO for up to $2.5 billion in old asbestos and environmental claims (the "NICO Cover") and an adverse development cover from General Reinsurance Corporation ("GRC") for up to $400.0 million on additional losses occurring in accident years 2000 and prior (the "GRC Cover").

        Reinsurance contracts do not relieve OneBeacon of its obligation to its ceding companies. Therefore, collectibility of balances due from its reinsurers is critical to OneBeacon's financial strength. See Note 4, "Third Party Reinsurance" in the accompanying Consolidated Financial Statements for a discussion of OneBeacon's top reinsurers.


Loss and Loss Adjustment Expense Reserves

        OneBeacon 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. See "CRITICAL ACCOUNTING ESTIMATES" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a full discussion regarding OneBeacon's loss reserving process.

        The following information presents (1) OneBeacon's reserve development over the preceding ten years and (2) a reconciliation of reserves in accordance with accounting principles and practices prescribed or permitted by insurance authorities ("Statutory" basis) to such reserves determined in accordance with GAAP, each as prescribed by Securities Act Industry Guide No. 6.

        Section I of the ten year table shows the estimated liability that was recorded at the end of each of the indicated years for all current and prior accident year unpaid losses and LAE. The liability represents the estimated amount of losses and LAE for claims that were unpaid at the balance sheet date, including incurred but not reported ("IBNR") reserves. In accordance with GAAP, the liability for unpaid losses and LAE is recorded in the balance sheet gross of the effects of reinsurance with an estimate of reinsurance recoverables arising from reinsurance contracts reported separately as an asset. The net balance represents the estimated amount of unpaid losses and LAE outstanding as of the balance sheet date, reduced by estimates of amounts recoverable under reinsurance contracts.

        Section II shows the re-estimated amount of the previously recorded net liability as of the end of each succeeding year. Estimates of the liability for unpaid losses and LAE are increased or decreased as payments are made and more information regarding individual claims and trends, such as overall frequency and severity patterns, becomes known. Section III shows the cumulative net (deficiency)/redundancy representing the aggregate change in the liability from original balance sheet dates and the re-estimated liability through December 31, 2004. Section IV shows the re-estimated gross liability and re-estimated reinsurance recoverables through December 31, 2004. Section V shows the cumulative

14


amount of net losses and LAE paid relating to recorded liabilities as of the end of each succeeding year.

 
  OneBeacon Loss and LAE(1),(3)
Years Ended December 31,

 
($ in millions)

 
  1994
  1995
  1996
  1997
  1998(2)
  1999
  2000
  2001
  2002
  2003
  2004
 
I. Liability for unpaid losses and LAE:   $ 5,535.4   $ 5,844.4   $ 5,804.4   $ 5,655.9   $ 6,944.0   $ 6,368.8   $ 6,982.7   $ 8,425.2   $ 7,630.5   $ 6,241.2   $ 5,475.5  
Less: reins. recoverables on unpaid losses and LAE     (1,069.8 )   (1,307.4 )   (1,260.4 )   (1,159.2 )   (1,651.9 )   (1,285.6 )   (1,276.4 )   (3,609.7 )   (3,560.6 )   (2,984.0 )   (2,714.7 )
   
 
 
 
 
 
 
 
 
 
 
 
Net balance   $ 4,465.6   $ 4,537.0   $ 4,544.0   $ 4,496.7   $ 5,292.1   $ 5,083.2   $ 5,706.3   $ 4,815.5   $ 4,069.9   $ 3,257.2   $ 2,760.8  
   
 
 
 
 
 
 
 
 
 
 
 
II. Net liability re-estimated as of:                                                                    
  1 year later     4,494.1     4,584.7     4,627.8     5,370.1     5,305.3     5,901.2     4,815.8     4,872.9     4,216.7     3,357.4      
  2 years later     4,552.1     4,667.1     5,476.0     5,424.7     5,985.4     5,013.5     4,913.7     5,155.0     4,337.0              
  3 years later     4,642.8     5,460.6     5,549.0     5,965.0     5,002.8     5,001.5     5,384.7     5,244.0                    
  4 years later     5,406.5     5,510.6     5,924.8     4,980.5     4,932.1     5,297.5     5,429.3                          
  5 years later     5,431.8     5,779.5     4,948.0     4,911.8     5,117.6     5,243.4                                
  6 years later     5,632.0     4,794.7     4,900.4     5,069.3     5,006.1                                      
  7 years later     4,658.7     4,749.4     5,028.9     4,902.3                                            
  8 years later     4,625.6     4,871.8     4,867.4                                                  
  9 years later     4,744.2     4,714.2                                                        
  10 years later     4,593.1                                                              
   
 
 
 
 
 
 
 
 
 
 
 
III. Cumulative net (deficiency)/redundancy   $ (127.5 ) $ (177.2 ) $ (323.4 ) $ (405.6 ) $ 286.0   $ (160.2 ) $ 277.0   $ (428.5 ) $ (267.2 ) $ (100.3 ) $  
Percent (deficient)/redundant     (2.9 )%   (3.9 )%   (7.1 )%   (9.0 )%   5.4 %   (3.2 )%   4.9 %   (8.9 )%   (6.6 )%   (3.1 )%   %
   
 
 
 
 
 
 
 
 
 
 
 
IV. Reconciliation of net liability re-estimated as of the end of the latest re-estimation period (see II. above):                                                                    
Gross re-estimated liability     5,559.2     5,893.0     5,996.2     5,898.5     6,574.0     6,545.8     6,730.0     8,830.6     7,878.1     6,331.6      
Less: gross re-estimated reinsurance recoverable     (966.0 )   (1,178.8 )   (1,128.8 )   (996.2 )   (1,567.9 )   (1,302.4 )   (1,300.7 )   (3,586.6 )   (3,541.1 )   (2,974.2 )    
   
 
 
 
 
 
 
 
 
 
 
 
Net re-estimated liability   $ 4,593.1   $ 4,714.2   $ 4,867.4   $ 4,902.3   $ 5,006.1   $ 5,243.4   $ 5,429.3   $ 5,244.0   $ 4,337.0   $ 3,357.4   $  
   
 
 
 
 
 
 
 
 
 
 
 
V. Cumulative net amount of liability paid through:                                                                    
  1 year later     1,390.1     1,476.6     1,591.9     1,687.3     1,815.2     1,966.5     2,007.9     1,892.0     1,656.7     1,463.7      
  2 years later     2,240.8     2,372.6     2,621.3     2,735.4     2,954.8     3,136.2     3,213.8     3,101.3     2,834.7              
  3 years later     2,821.9     3,083.3     3,331.1     3,518.0     3,709.2     3,882.3     4,057.3     4,040.5                    
  4 years later     3,328.3     3,571.3     3,872.2     4,044.0     4,125.9     4,394.5     4,677.2                          
  5 years later     3,672.7     3,961.5     4,233.4     4,282.8     4,421.0     4,736.0                                
  6 years later     3,978.3     4,225.4     4,398.1     4,464.4     4,627.2                                      
  7 years later     4,186.9     4,329.4     4,516.6     4,584.6                                            
  8 years later     4,265.6     4,416.0     4,609.4                                                  
  9 years later     4,335.6     4,485.7                                                        
  10 years later     4,392.9                                                              
   
 
 
 
 
 
 
 
 
 
 
 

(1)
In 1998, OneBeacon was formed as a result of a pooling of interests between Commercial Union and General Accident. All historical balances have been restated as though the companies had been merged throughout the periods presented.

(2)
In 1998, OneBeacon acquired Houston General Insurance Company and NFU. All liabilities related to these entities have been shown from the acquisition date forward in this table.

(3)
This table reflects the effects of the NICO Cover and the GRC Cover as if they had been in effect for all periods presented.

15


        The cumulative net (deficiency)/redundancy in the table above reflects reinsurance recoverables recorded in connection with the OneBeacon Acquisition under the NICO Cover and the GRC Cover. See Note 4, "Third Party Reinsurance" in the accompanying Consolidated Financial Statements for a description of the NICO Cover and the GRC Cover. These covers apply to losses incurred in 2000 and prior years. As a result, they have the effect of significantly increasing OneBeacon's reinsurance recoverables in 2001 and 2002 and reducing its reserve deficiency for each of the years presented prior to the OneBeacon Acquisition by the amount of the reserves ceded at the time these covers were purchased. See "Asbestos and Environmental Reserves" under "CRITICAL ACCOUNTING ESTIMATES" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a discussion of the impact of the NICO Cover on OneBeacon's net loss and LAE reserve position. The table presented below represents OneBeacon's cumulative net deficiency without regard to the NICO Cover and the GRC Cover.

 
  Years Ended December 31,
 
($ in millions)

 
  1994
  1995
  1996
  1997
  1998
  1999
  2000
  2001
  2002
  2003
  2004
 
Cumulative net deficiency adjusted for the NICO Cover and the GRC Cover   $ (1,831.1 ) $ (1,906.6 ) $ (2,076.5 ) $ (2,194.9 ) $ (1,560.9 ) $ (2,092.3 ) $ (1,788.0 ) $ (428.5 ) $ (267.2 ) $ (100.3 ) $  

Percent deficient

 

 

(41.0

)%

 

(42.0

)%

 

(45.7

)%

 

(48.8

)%

 

(29.5

)%

 

(41.2

)%

 

(31.3

)%

 

(8.9

)%

 

(6.6

)%

 

(3.1

)%

 


%
   
 
 
 
 
 
 
 
 
 
 
 

        The following table reconciles loss and LAE reserves determined on a Statutory basis to loss and LAE reserves determined in accordance with GAAP at December 31, as follows:

 
  December 31,
 
($ in millions)

 
  2004
  2003
  2002
 
Statutory reserves   $ 4,413.4   $ 5,085.5   $ 6,029.0  
Reinsurance recoverable on unpaid losses and LAE(1)     1,046.8     1,197.5     1,650.9  
Reserves allocated from other segments     44.5          
Other(2)     (29.2 )   (41.8 )   (49.4 )
   
 
 
 
GAAP reserves   $ 5,475.5   $ 6,241.2   $ 7,630.5  
   
 
 
 

(1)
Represents adjustments made to add back reinsurance recoverables included with the presentation of reserves under Statutory accounting.

(2)
Primarily represents long-term workers compensation loss and LAE reserve discount recorded of $36.1 million, $38.0 million and $42.2 million in 2004, 2003 and 2002 in excess of statutorily defined discount.


WHITE MOUNTAINS RE

        During 2004, White Mountains formed White Mountains Re, which combined Folksamerica, Fund American Reinsurance Company, Ltd. ("Fund American Re") and WMU with the newly acquired Sirius to form a cohesive, global reinsurance organization.

        White Mountains Re offers lead capacity for reinsurance on most property, accident & health and liability exposures and writes direct program insurance business through Sirius America. White Mountains Re also provides reinsurance advisory services through WMU, specializing in international property and marine excess reinsurance. White Mountains Re has offices in Belgium, Bermuda, Chicago, Connecticut, Dublin, Hamburg, London, Miami, New York, Singapore, Stockholm, Toronto and Zurich. At December 31, 2004 and 2003, White Mountains Re had $8.2 billion and $3.7 billion of total assets and $1.7 billion and $1.0 billion of shareholder's equity, respectively.

16


        Folksamerica, which became a wholly-owned subsidiary of White Mountains in 1998, is a multi-line property and casualty reinsurer that provides reinsurance to insurers primarily in the United States, Canada, Continental Europe, Latin America, the Caribbean and Japan. Folksamerica Re is rated "A" (Excellent, the third highest of fifteen ratings) by A.M. Best.

        On April 16, 2004, White Mountains completed the Sirius Acquisition, through which the principal operating companies acquired were Sirius International and Sirius America. Stockholm-based Sirius International is a multi-line property and casualty reinsurer that provides reinsurance primarily in Europe, North America and Asia and is the largest reinsurance company domiciled in Scandinavia (based on gross written premiums). Sirius America is a U.S.-based insurer that specializes in primary insurance programs. Sirius International and Sirius America are both rated "A" (Excellent, the third highest of fifteen ratings) by A.M. Best.

        Effective October 1, 2003, White Mountains Re acquired renewal rights to the property and casualty treaty reinsurance business of CNA Reinsurance ("CNA Re"), a division of CNA Financial Corporation (the "CNA Re Agreement"). Under the terms of the CNA Re Agreement, White Mountains Re pays CNA Re a renewal commission on the premiums renewed over the two contract renewal periods subsequent to October 1, 2003. The renewal commission is 3% for the initial renewal and 2% for the second renewal.

        In December 2001, White Mountains formed WMU, a reinsurance advisory company domiciled in Ireland. As part of a corporate reorganization, WMU established a sister company in Bermuda in June 2003. WMU provides reinsurance underwriting advice and reinsurance portfolio analysis services to both Folksamerica and Olympus Reinsurance Company Ltd. ("Olympus"). Prior to the Sirius Acquisition, WMU's Irish company, a specialist in handling non-marine property treaty excess of loss classes, expanded White Mountains Re's international profile, particularly in the United Kingdom, Continental Europe, Japan and Australia. WMU's Bermuda company specializes in excess reinsurance coverages for the marine and energy sector.

        Since 1999, in addition to the transactions discussed above, White Mountains Re has made the following acquisitions:

    On November 11, 2004, Sirius International acquired 100% of Denmark-based Tryg-Baltica Forsikring, internationalt forsikringsselskab A/S ("Tryg Baltica"). Following the closing, White Mountains Re placed Tryg Baltica into runoff, though it is anticipated that select business will be renewed by Sirius International. White Mountains Re did not acquire any infrastructure or employees and will manage the company's runoff administration.

    On March 31, 2004, Folksamerica acquired 100% of the Sierra Insurance Group companies (the "Sierra Group"). Subsequent to the acquisition, the Sierra Group companies, which previously wrote mainly workers compensation business, were placed into runoff and all of the acquired companies' runoff claims administration was transferred to TPAs working under White Mountains Re's direction.

    In 2002, Folksamerica acquired 100% of Imperial Casualty and Indemnity Insurance Company ("Imperial"), a company in run-off.

    In 2001, Fund American Re acquired substantially all of the international reinsurance operations of Folksam and Folksamerica acquired 100% of C-F Insurance Company ("C-F"), a company in run-off.

    In 2000, Folksamerica acquired substantially all the reinsurance operations of Risk Capital Reinsurance Company ("Risk Capital") and 100% of PCA Property & Casualty Insurance Company ("PCA"), a company in run-off.

    In 1999, Folksamerica acquired 100% of USF Re Insurance Co. ("USF Re").

17



Reinsurance Overview

        Reinsurance is an arrangement in which a reinsurance company (the "reinsurer") agrees to indemnify an insurance company (the "ceding company") for all or a portion of the insurance risks underwritten by the ceding company under one or more insurance policies. Reinsurance can benefit a ceding company in a number of ways, including reducing exposure on individual risks, providing catastrophe protections from large or multiple losses, and assisting in maintaining acceptable capital levels as well as financial and operating leverage ratios. Reinsurance can also provide a ceding company with additional underwriting capacity by permitting it to accept larger risks and underwrite a greater number of risks without a corresponding increase in its capital or surplus. Reinsurers may also purchase reinsurance, known as retrocessional reinsurance, to cover their own risks assumed from primary ceding companies. Reinsurance companies often enter into retrocessional agreements for many of the same 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. In the underwriting of treaty reinsurance, the reinsurer does not evaluate each individual risk and generally accepts the original underwriting decisions made by the ceding insurer. Treaty reinsurance is typically written on either a quota share or excess of loss basis. A quota share 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 an agreed 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 pricing for each exposure.

        A significant period of time normally elapses between the receipt of reinsurance premiums and the payment of reinsurance claims. While premiums are generally paid to the reinsurer upon inception of coverage, the claims process is delayed and generally begins upon the occurrence of an event causing an insured loss followed by: (1) the reporting of the loss by the insured to the ceding company; (2) the reporting of the loss by the ceding company to the reinsurer; (3) the ceding company's adjustment and payment of the loss; and (4) the payment to the ceding company by the reinsurer. During this time, reinsurance companies generate investment income on premium receipts, consisting primarily of interest earned on fixed maturity investments and dividends earned on equity securities. The period of time between the receipt of premiums and the payment of claims is typically longer for a reinsurer than for a primary insurer.


Classes of Business

        White Mountains Re writes three main classes of reinsurance: liability, property and accident and health. White Mountains Re's net written premiums by class of business for the years ended December 31, 2004, 2003 and 2002 were as follows:

 
  Year Ended December 31,
Business class
(Millions)

  2004
  2003
  2002
Liability   $ 524.5   $ 450.7   $ 344.2
Property     432.1     314.6     252.2
Accident and Health     151.6     88.4     68.1
Other     138.1     32.0     23.7
   
 
 
  Total   $ 1,246.3   $ 885.7   $ 688.2
   
 
 

18


        White Mountains Re writes both treaty and facultative reinsurance, as well as direct business. The majority of White Mountains Re's premiums are derived from treaty reinsurance contracts both on a quota share and an excess of loss basis, which in 2004 amounted to 55% and 34%, respectively, of its total net written premiums, while direct business represented 11% of total net written premium.

        During the years ended December 31, 2004, 2003 and 2002, White Mountains Re received no more than 10% of its gross reinsurance premiums from any individual ceding company. During the years ended December 31, 2004, 2003 and 2002, White Mountains Re received approximately 51%, 58% and 57%, respectively, of its gross reinsurance written premiums from three major, third-party reinsurance brokers as follows: (1) AON Re—22%, 25% and 28%, respectively; (2) Benfield—16%, 19% and 14%, respectively; and (3) Guy Carpenter—13%, 14% and 15%, respectively.


Geographic Concentration

        White Mountains Re's net written premiums by geographic region for the years ended December 31, 2004, 2003 and 2002 were as follows:

 
  Year Ended December 31,
Geographic region
(Millions)

  2004
  2003
  2002
United States   $ 846.7   $ 702.5   $ 529.8
Europe     303.5     114.0     88.0
Canada, the Caribbean and Latin America     42.4     53.6     58.8
Asia and Other     53.7     15.6     11.6
   
 
 
  Total   $ 1,246.3   $ 885.7   $ 688.2
   
 
 


Marketing

        White Mountains Re, which conducts its reinsurance business through Folksamerica and Sirius International, obtains most of its reinsurance business from reinsurance brokers. Business submissions come from intermediaries that represent the ceding company or through submissions recommended by WMU. White Mountains Re considers both the intermediary and the ceding company to be its clients in any placement. White Mountains Re has developed strong business relationships over a long period of time with the management of many of its ceding companies. The process of placing an intermediary reinsurance program typically begins when a ceding company enlists the aid of a reinsurance intermediary in structuring a reinsurance program. Often the ceding company and the broker will consult with one or more lead reinsurers as to the pricing and contract terms for the reinsurance protection being sought. Once the ceding company has approved the terms quoted by the lead reinsurer, the broker will offer participation to qualified reinsurers until the program is fully subscribed.

        White Mountains Re pays ceding companies a ceding commission under most quota share reinsurance treaties and some excess of loss reinsurance treaties. The ceding commission is generally based on the ceding company's cost of acquiring and administering the business being reinsured (commissions, premium taxes and certain miscellaneous expenses). Additionally, White Mountains Re pays reinsurance intermediaries commissions based on negotiated percentages of the premium they produce. The reinsurance intermediary's commissions constitute a significant portion of White Mountains Re's total acquisition costs.

        As mentioned above, White Mountains Re also writes direct program business through Sirius America, which began its program insurance operations in 1999. Sirius America works with managing general agents to produce U.S. based liability, property and accident & health insurance programs for small and mid-sized commercial accounts. Sirius America establishes strict underwriting guidelines,

19



closely monitors all exposures and performs periodic on-site audits of the managing general agents to confirm compliance with established guidelines and procedures.


Underwriting and Pricing

        White Mountains Re derives its business from a broad spectrum of ceding insurers including national, regional, specialty and excess and surplus lines writers, both in the United States and internationally. White Mountains Re determines which risks it accepts based on the anticipated underwriting results of the transaction, which are evaluated on a variety of factors including types of risk, the quality of the reinsured, the attractiveness of the reinsured's insurance rates and policy conditions and the adequacy of the proposed reinsurance terms.

        White Mountains Re's underwriters and pricing actuaries perform reviews of the underwriting, pricing, and general underwriting controls of potential clients before quoting contract terms for its reinsurance products. White Mountains Re prices its products by assessing the desired return on the expected capital needed to write a given contract and by estimating future loss and LAE costs. White Mountains Re accepts contracts that are anticipated to generate expected returns on capital and an underwriting profit. White Mountains Re's pricing indications are based on a number of underwriting factors including historical results, analysis of exposure and estimates of future loss costs, a review of other programs displaying similar exposure characteristics, the primary insurer's underwriting and claims experience and the primary insurer's financial condition. Folksamerica's underwriters and claims personnel perform regular audits on certain classes of business to monitor the ceding company's pricing and claim handling discipline. Sirius International's underwriters frequently communicate with ceding companies to discuss current terms and conditions. Additionally, White Mountains Re's finance staff reviews the financial stability and creditworthiness of certain ceding companies. Such reviews provide important input to support underwriting decisions.

        White Mountains Re and other reinsurance companies have sought to mitigate the risk associated with future terrorist attacks in a similar manner as primary insurers. Since the Attacks, reinsurers have attained significant price increases across all lines of reinsurance in response to greater perceived policy exposures. Reinsurers do not have the stringent regulations with respect to contract terms and policy exclusions which are generally imposed on primary writers. For example, the Terrorism Act is not applicable to reinsurers. As a result, exclusions are more often dictated by the marketplace than by regulation. White Mountains Re evaluates terrorism exposure to its ceding company clients and applies exclusions as appropriate. For example, reinsurance written on commercial risks subsequent to the Attacks generally contain clauses that exclude certified acts of terrorism. Reinsurance on personal risks written subsequent to the Attacks generally contain exclusions related to nuclear, biological and chemical attacks.


Claims Management

        White Mountains Re maintains a staff of experienced reinsurance claim specialists that work closely with reinsurance intermediaries to obtain specific claims information from its customers. Folksamerica's claims staff also regularly perform on site claim reviews to assess and suggest improvements regarding the reinsured's claim handling ability and reserving techniques. In addition, all of White Mountains Re's claims specialists review loss information provided by the reinsured for adequacy. The results of these claim reviews are shared with the actuaries and underwriters to ensure that they are making the correct assumptions in pricing products and that all relevant information is used in establishing loss reserves.

        White Mountains Re also uses TPAs for certain other claims, including the direct program business written by Sirius America and run-off claims related to the Sierra and PCA acquisitions. White

20


Mountains Re's claims staff performs on-site claim audits of certain TPAs to ensure the propriety of the controls and processes over claims serviced by the TPA.


Competition

        In general, White Mountains Re competes for reinsurance business with other major global reinsurers, local reinsurers in certain markets and reinsurance divisions of direct insurance companies. Competition in the worldwide reinsurance market is influenced by a variety of factors, including financial strength ratings, prior history and relationships, as well as expertise and the speed at which the company has historically paid claims.

        Through Folksamerica, White Mountains Re competes with all of the larger U.S. reinsurance companies. As reported by the Reinsurance Association of America ("RAA") for the nine month period ending September 30, 2004, (the most recent data available), Folksamerica wrote approximately 6% of gross written premiums of all reinsurance companies that are viewed as direct competition. The reinsurance companies writing the largest portion of gross premiums in this period were: XL Reinsurance America (18%), Transatlantic Reinsurance Company (16%) and Everest Reinsurance Company (15%).

        Through Sirius International, the largest reinsurance company domiciled in Scandinavia (based upon gross written premiums), White Mountains Re competes with many of the larger European and international reinsurance companies, including Munich Re, Swiss Re, Hannover Re, Lloyds, Partner Re and Everest Re.

        White Mountains Re, through its operating subsidiaries, has a long history of close relationships with ceding companies and maintains a disciplined underwriting strategy which, among other things, focuses on writing more business when market terms and conditions are favorable and reducing business volume during soft markets when terms and conditions become less favorable. White Mountains Re also employs a multi-line approach, offering clients a wide range of reinsurance products to satisfy their risk management needs. Additionally, White Mountains Re's acquisition strategy has contributed to its growth. Since 1995, White Mountains Re has completed ten acquisitions of other insurance and reinsurance organizations. In virtually all cases the acquired entities were fundamentally sound, but were owned by organizations that no longer considered them core businesses.


Reinsurance Protection

        White Mountains Re has exposure to losses caused by hurricanes, earthquakes, winter storms, windstorms, terrorist acts and other catastrophic events. In the normal course of business, White Mountains Re seeks to reduce the risk of loss that may arise from catastrophes or other events that cause unfavorable underwriting results by reinsuring certain levels of risk in various areas of exposure with other insurance and reinsurance enterprises and by closely monitoring aggregate property exposures and related PMLs. To manage and analyze aggregate exposures and PML, White Mountains Re utilizes a variety of tools and analyses, including catastrophe modeling software packages. White Mountains Re regularly assesses its concentration of underwriting exposures in catastrophe prone areas and develops strategies to manage this exposure, primarily through limiting accumulation of exposure to acceptable levels and, if deemed necessary, the purchase of catastrophe reinsurance.

        Folksamerica's primary reinsurance protection is through quota share arrangements with Olympus. These arrangements are designed to increase Folksamerica's capacity to capitalize on the improved pricing trends that accelerated after the Attacks and to reduce its potential loss exposure to any large, or series of smaller, property catastrophe events. Under its quota share agreements with Olympus, Folksamerica cedes up to 75% of substantially all of its short-tailed excess of loss business, mainly property and marine, and 50% of its proportional property business to Olympus and receives an override commission on the premiums ceded to Olympus.

21



        Under its prior ownership, Sirius' threshold for risk exposure and earnings volatility was extremely low. As a consequence, Sirius purchased many reinsurance protections at significant costs. These protections were purchased primarily to reduce the company's property catastrophe exposure on both a treaty and facultative basis. Under White Mountains Re's ownership, Sirius' reinsurance purchasing is coordinated with that of Folksamerica on a group-wide basis. Selective purchases are made primarily for property catastrophe protection. Effective April 1, 2004, Sirius International entered into a quota share reinsurance agreement with Olympus. Under this agreement, Sirius International cedes 25% of its short-tailed proportional and excess of loss business to Olympus. White Mountains Re receives an override commission on the premiums ceded to Olympus.

        Reinsurance contracts do not relieve White Mountains Re of its obligation to its ceding companies. Therefore, collectibility of balances due from its retrocessional reinsurers is critical to White Mountains Re's financial strength. See Note 4—"Third Party Reinsurance" to the accompanying Consolidated Financial Statements for a discussion of White Mountains Re's top reinsurers.


Loss and Loss Adjustment Expense Reserves

        White Mountains Re establishes reserves that are estimates of future amounts needed to pay claims and related expenses for insured events that have already occurred. See "CRITICAL ACCOUNTING ESTIMATES" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a full discussion regarding White Mountains Re's loss reserving process.

        The following information presents (1) White Mountains Re's reserve development over the preceding ten years and (2) a reconciliation of reserves on a regulatory basis to reserves determined in accordance with GAAP, each as prescribed by Securities Act Industry Guide No. 6.

        Section I of the ten year table shows the estimated liability that was recorded at the end of each of the indicated years for all current and prior accident year unpaid losses and LAE. The liability represents the estimated amount of losses and LAE for claims that were unpaid at the balance sheet date, including IBNR reserves. In accordance with GAAP, the liability for unpaid losses and LAE is recorded in the balance sheet gross of the effects of reinsurance with an estimate of reinsurance recoverables arising from reinsurance contracts reported separately as an asset. The net balance represents the estimated amount of unpaid losses and LAE outstanding as of the balance sheet date, reduced by estimates of amounts recoverable under reinsurance contracts.

        Section II shows the re-estimated amount of the previously recorded net liability as of the end of each succeeding year. Estimates of the liability for unpaid losses and LAE are increased or decreased as payments are made and more information regarding individual claims and trends, such as overall frequency and severity patterns, becomes known. Section III shows the cumulative net (deficiency)/redundancy representing the aggregate change in the liability from original balance sheet dates and the re-estimated liability through December 31, 2004. Section IV shows the re-estimated gross liability and re-estimated reinsurance recoverables through December 31, 2004. Section V shows the cumulative amount of net losses and LAE paid relating to recorded liabilities as of the end of each succeeding year.

        The following table includes the complete loss development history for all periods presented for all companies acquired by White Mountains Re as if the companies had been combined from their inception.

22


This table includes development on reserves reported by acquired companies before those companies were acquired by White Mountains Re

 
  White Mountains Re Loss and LAE(1),(2),(3)(4)
Years Ended December 31,

 
($ in millions)

 
  1994
  1995
  1996
  1997
  1998
  1999
  2000
  2001
  2002
  2003
  2004
 
I.    Liability for unpaid losses and LAE:                                                                    
  Gross balance   $ 1,642.7   $ 1,895.7   $ 2,448.2   $ 2,386.1   $ 2,524.2   $ 2,299.6   $ 3,175.1   $ 3,917.3   $ 3,925.1   $ 3,910.4   $ 4,170.3  
  Less: reins. recoverables on unpaid losses and LAE     (299.2 )   (336.6 )   (524.7 )   (513.3 )   (592.9 )   (651.0 )   (1,148.5 )   (1,353.7 )   (1,277.6 )   (1,214.6 )   (1,346.6 )
   
 
 
 
 
 
 
 
 
 
 
 
Net balance   $ 1,343.5   $ 1,559.1   $ 1,923.5   $ 1,872.8     1,931.3   $ 1,648.6   $ 2,026.6   $ 2,563.6   $ 2,647.5   $ 2,695.8   $ 2,823.7  
   
 
 
 
 
 
 
 
 
 
 
 
II.    Net liability re-estimated as of:                                                                    
  1 year later     1,411.7     1,470.8     1,937.9     1,855.4     2,001.3     1,908.2     2,491.9     2,617.0     2,844.0     2,718.4      
  2 years later     1,372.1     1,482.1     1,871.0     1,889.2     2,036.4     2,169.0     2,500.7     2,844.8     2,881.9              
  3 years later     1,382.3     1,423.4     1,909.2     1,862.8     2,011.9     2,175.0     2,744.5     2,907.7                    
  4 years later     1,326.0     1,499.0     1,903.8     1,834.3     2,012.5     2,369.9     2,793.7                          
  5 years later     1,408.0     1,483.4     1,870.1     1,817.6     2,065.9     2,388.3                                
  6 years later     1,395.6     1,445.3     1,842.7     1,837.0     2,079.0                                      
  7 years later     1,364.0     1,416.8     1,854.5     1,842.1                                            
  8 years later     1,345.3     1,426.7     1,857.4                                                  
  9 years later     1,360.6     1,426.5                                                        
  10 years later     1,365.3                                                              
   
 
 
 
 
 
 
 
 
 
 
 
III.    Cumulative net (deficiency)/redundancy   $ (21.8 ) $ 132.6   $ 66.1   $ 30.7   $ (147.7 ) $ (739.7 ) $ (767.1 ) $ (344.1 ) $ (234.4 ) $ (22.6 )    
  Percent (deficient)/ redundant     (1.6 )%   8.5 %   3.4 %   1.6 %   (7.6 )%   (44.9 )%   (37.9 )%   (13.4 )%   (8.9 )%   (.8 )%   %
   
 
 
 
 
 
 
 
 
 
 
 
IV.    Reconciliation of net liability re-estimated as of the end of the latest re-estimation period (see II. above):                                                                    
  Gross re-estimated liability     1,691.6     1,753.4     2,402.0     2,402.8     2,738.2     3,052.2     4,135.2     4,412.4     4,256.3     4,005.6      
  Less: gross re-estimated reinsurance recoverable     (326.3 )   (326.9 )   (544.6 )   (560.7 )   (659.2 )   (663.9 )   (1,341.5 )   (1,504.7 )   (1,374.4 )   (1,287.2 )    
   
 
 
 
 
 
 
 
 
 
 
 
Net re-estimated liability   $ 1,365.3   $ 1,426.5   $ 1,857.4   $ 1,842.1   $ 2,079.0   $ 2,388.3   $ 2,793.7   $ 2,907.7   $ 2,881.9   $ 2,718.4      
   
 
 
 
 
 
 
 
 
 
 
 
V.    Cumulative net amount of liability paid through:                                                                    
  1 year later     479.7     463.5     504.5     498.7     542.9     420.5     689.2     729.8     994.0     720.9      
  2 years later     710.1     665.3     771.2     830.9     741.1     860.2     1,167.4     1,429.6     1,394.5              
  3 years later     836.0     788.4     1,007.0     975.3     1,008.0     1,142.4     1,731.1     1,720.3                    
  4 years later     905.3     940.9     1,147.4     1,129.5     1,181.6     1,516.1     1,936.7                          
  5 years later     1,012.8     1,018.6     1,258.2     1,242.9     1,382.7     1,658.7                                
  6 years later     1,062.6     1,088.7     1,351.0     1,317.4     1,487.3                                      
  7 years later     1,111.0     1,158.8     1,405.6     1,384.2                                            
  8 years later     1,162.4     1,200.7     1,457.7                                                  
  9 years later     1,195.1     1,246.1                                                        
  10 years later     1,235.2                                                              
   
 
 
 
 
 
 
 
 
 
 
 

(1)
The table includes the complete loss development history for all periods presented for all companies acquired by Folksamerica through an instrument of transfer and assumption approved by the appropriate insurance regulators. Under the instrument, insurance regulators require that Folksamerica report reserve development as if the companies had been combined from their inception.

(2)
Folksamerica became a wholly owned subsidiary of White Mountains during 1998. Reserve development for the years ended 1994 through 1997 reflects development on reserves established before White Mountains consolidated Folksamerica's results.

(3)
Sirius, including Scandinavian Re, became a wholly owned subsidiary of White Mountains during 2004. Reserve development for the years ended 1994 through 2003 reflects development on reserves established before White Mountains consolidated Sirius' results. See table, below.

(4)
Loss and LAE reserves for Tryg Baltica (acquired in November, 2004) are only included as of December 31, 2004, due to lack of availability of loss development history on a comparable basis. Net loss and LAE reserves for Tryg Baltica are $134.5 million as of December 31, 2004.

        The cumulative net (deficiency)/redundancy in the table above reflects adverse development recorded by Scandinavian Re, which was acquired by White Mountains Re in 2004 and has been in run-off since 2002. This has the effect of significantly increasing White Mountains Re's cumulative

23



deficiency for each of the years presented in the table, including the years prior to White Mountains Re's acquisition of Sirius. The table presented below represents White Mountains Re's cumulative net (deficiency)/redundancy excluding Scandinavian Re:

 
  Years Ended December 31,
 
($ in millions)

 
  1994
  1995
  1996
  1997
  1998
  1999
  2000
  2001
  2002
  2003
  2004
 
Cumulative net (deficiency) /redundancy, excluding Scandinavian Re   $ (6.3 ) $ 159.2   $ 90.6   $ 42.1   $ (64.6 ) $ (244.8 ) $ (74.0 ) $ (20.8 ) $ (30.6 ) $ 13.7   $  
   
 
 
 
 
 
 
 
 
 
 
 
Percent (deficient) / redundant     (0.5 )%   10.4 %   4.8 %   2.3 %   (3.6 )%   (17.8 )%   (5.5 )%   (1.5 )%   (1.9 )%   0.7 %   %
   
 
 
 
 
 
 
 
 
 
 
 

        The following table reconciles loss and LAE reserves determined on a regulatory basis to loss and LAE reserves determined in accordance with GAAP at December 31, as follows:

 
  December 31,
(Millions)

  2004
  2003
  2002
Regulatory reserves   $ 3,092.0   $ 1,325.9   $ 1,148.8
Reinsurance recoverable on unpaid losses and LAE(1)     948.2     480.5     513.2
Discount on loss reserves     245.2        
Reserves allocated to other segments     (91.2 )   (31.5 )  
Purchase accounting and other     (23.9 )   2.3     2.3
   
 
 
GAAP reserves   $ 4,170.3   $ 1,777.2   $ 1,664.3
   
 
 

(1)
Represents adjustments made to add back reinsurance recoverables included with the presentation of reserves under regulatory accounting.


ESURANCE

        The Esurance group of companies, which is headquartered in San Francisco, have been part of White Mountains since October 2000. Esurance markets personal auto insurance directly to customers and through select online agents. Most customer interaction with the company takes place through Esurance's website, www.esurance.com. Through the website, customers can get real-time quotes, compare quotes from other companies, purchase their policies, report claims and manage their accounts.

        Esurance's underwriting companies, Esurance Insurance Company and Esurance Property and Casualty Insurance Company, are both rated "A" (Excellent, the third highest of fifteen ratings) by A.M. Best. Additionally, the Esurance segment also includes insurance ceded by Esurance to its affiliate, Folksamerica.

24




Geographic Concentration

        As of December 31, 2004, Esurance is writing business in 17 states. These states represent 66% of premium volume for the entire U.S. personal automobile insurance market. For the years ended December 31, 2004, 2003 and 2002, Esurance's business was produced in the following states:

 
  Year Ended December 31,
 
Net written premiums by state

 
  2004
  2003
  2002
 
California   25 % 32 % 43 %
Florida   24   24   14  
Texas   11   15   12  
Michigan   7   5   1  
Pennsylvania   5   7   7  
New York   5   2   4  
Other   23   15   19  
   
 
 
 
  Total   100 % 100 % 100 %
   
 
 
 


Marketing

        Esurance distributes approximately 80% of its business directly to customers online and over the phone. For this business, Esurance does not pay agent commissions on either new or renewal policies. The remaining 20% of Esurance's business is distributed through large online agents. Esurance targets convenience-focused, technology savvy consumers who use the Internet for most of their financial services transactions.

        Esurance attracts its target customers through a continuously optimized mix of online and offline advertising. Esurance advertises on a wide variety of insurance, finance, and automotive sites, along with major portals (e.g., MSN and Yahoo!) and search advertisers, like Google. Esurance also advertises on television, radio and through direct mail.


Underwriting and Pricing

        With its web-enabled technology, Esurance collects and verifies detailed underwriting information in real-time while customers transact with the company online. This real-time access to customer information allows Esurance to continually develop and refine its highly segmented, tiered pricing models. Esurance believes that its tiered pricing models have a greater statistical correlation with historical loss experience than traditional pricing models have shown. As a result, Esurance can quote rates to customers that most closely correspond to the individual risk characteristics of the customer, enabling Esurance to focus on keeping insurance rates competitive without compromising the company's loss ratio targets.


Competition

        Esurance competes with national and regional personal automobile insurance companies, though Esurance's main competition is other direct writers like Progressive, GEICO, and 21st Century.

        Esurance leverages web-enabled technology, allowing it to capture data real-time and react to market shifts. With an array of customer information at its disposal, Esurance is continually able to refine pricing, enhance its auto product and optimize dollars spent on marketing. Technology also allows Esurance to provide high quality, 24/7 customer service and claims handling for a competitive price.

25



        Esurance's paperless business process allow the company to significantly reduce operating costs typically associated with policy processing, verification and endorsement activities. As a result, the company is able to achieve efficient, low-cost acquisition and operating expense structures.


Claims Management

        Esurance handles its claims through regional claim centers in California, Florida, Texas and New York. Esurance takes the initial notice of loss at the company's customer service center, which is available for customers 24 hours a day, 365 days a year. The loss reporting unit then assigns claims to the regional claim centers.

        Esurance's claims organization leverages technology to reduce cycle times. Rapid response to and resolution of claims creates a stronger relationship with customers, while also decreasing ancillary claims costs, such as rental car fees. Additionally, Esurance maintains a special investigative unit designed to detect insurance fraud, and actively supports efforts by regulatory bodies and trade associations to curtail the cost of insurance fraud.


Catastrophe Risk

        Esurance's sole line of business is personal automobile insurance that covers liabilities and physical damage arising from the operation of automobiles. The majority of Esurance's customers elect coverage for physical damage (85%), resulting in exposure to catastrophe losses at Esurance for hurricanes, hailstorms, earthquakes and other acts of nature. Generally, catastrophe costs are low for personal auto in relation to other lines of business, such as homeowners and commercial property. Additionally, Esurance's broad geographic distribution limits its concentration of risk and the potential for losses to accumulate from a single event. Esurance estimates that its PML for a single event is less than 1% of net written premium.


Loss and Loss Adjustment Expense Information

        The process of estimating reserves for Esurance is similar to the process described in "Loss and Loss Adjustment Expense Reserves" in the "ONEBEACON" discussion and, as of any given date, is inherently uncertain. As described previously, uncertainties in projecting estimates of ultimate loss and LAE are magnified by the time lag between when a claim actually occurs and when it is reported and settled, i.e., the "claim-tail." Esurance writes primarily "short-tail" personal automobile insurance policies, which reduces the uncertainty inherent in its loss and LAE reserves when compared to insurance companies that write "long-tail" policies, such as workers compensation.

        Management believes that Esurance's loss and LAE reserves as of December 31, 2004 are adequate; however, ultimate loss and LAE may deviate, perhaps materially, from the amounts currently reflected in the reserve balance. Adverse development, if any, would impact the Company's future results of operations.

        The following information presents (1) Esurance's reserve development over the four years since inception and (2) a reconciliation of reserves on a Statutory basis to reserves determined in accordance with GAAP, each as prescribed by Securities Act Industry Guide No. 6.

        Section I of the table shows the estimated liability that was recorded at the end of each of the indicated years for all current and prior accident year unpaid losses and LAE. The liability represents the estimated amount of losses and LAE for claims that were unpaid at the balance sheet date, including IBNR reserves. In accordance with GAAP, the liability for unpaid losses and LAE is recorded in the balance sheet gross of the effects of reinsurance with an estimate of reinsurance recoverables arising from reinsurance contracts reported separately as an asset. The net balance represents the

26



estimated amount of unpaid losses and LAE outstanding as of the balance sheet date, reduced by estimates of amounts recoverable under reinsurance contracts.

        Section II shows the re-estimated amount of the previously recorded net liability as of the end of each succeeding year. Estimates of the liability for unpaid losses and LAE are increased or decreased as payments are made and more information regarding individual claims and trends, such as overall frequency and severity patterns, becomes known. Section III shows the cumulative net (deficiency)/redundancy representing the aggregate change in the liability from original balance sheet dates and the re-estimated liability through December 31, 2004. Section IV shows the re-estimated gross liability and re-estimated reinsurance recoverables through December 31, 2004. Section V shows the cumulative amount of net losses and LAE paid relating to recorded liabilities as of the end of each succeeding year.

 
  Esurance Loss and LAE(1),(2)
Years Ended December 31,

 
($ in millions)

 
  2001
  2002
  2003
  2004
 
I.    Liability for unpaid losses and LAE:                          
  Gross balance   $ 4.0   $ 15.5   $ 39.1   $ 63.0  
  Less: reinsurance recoverables on unpaid losses and LAE                 0.1  
   
 
 
 
 
Net balance   $ 4.0   $ 15.5   $ 39.1   $ 62.9  
   
 
 
 
 
II.    Net liability re-estimated as of:                          
  1 year later     4.0     16.0     34.0      
  2 years later     4.4     15.3              
  3 years later     4.3                    
   
 
 
 
 
III.    Cumulative net (deficiency)/ redundancy   $ (0.3 ) $ 0.2   $ 5.1   $  
  Percent (deficient)/redundant     (6.7 )%   1.3 %   13.0 %   %
   
 
 
 
 
IV.    Reconciliation of net liability re-estimated as of the end of the latest re-estimation period (see II. above):                          
  Gross re-estimated liability     4.3     15.3     34.2      
  Less: gross re-estimated reinsurance recoverable                 0.2        
   
 
 
 
 
Net re-estimated liability   $ 4.3   $ 15.3   $ 34.0   $  
   
 
 
 
 
V.    Cumulative net amount of liability paid through:                          
  1 year later     2.5     9.3     18.9      
  2 years later     3.3     12.2              
  3 years later     3.9                    
   
 
 
 
 

(1)
The table consists of reserve information for Esurance Insurance Company, Esurance Property & Casualty Insurance Company, and business ceded by Esurance to Folksamerica.

(2)
Esurance became a wholly owned subsidiary of White Mountains during 2000.

27


        The following table reconciles loss and LAE reserves determined on a Statutory basis to loss and LAE reserves determined in accordance with GAAP at December 31, as follows:

 
  December 31,
(Millions)

  2004
  2003
  2002
Statutory reserves   $ 16.2   $ 7.6   $ 15.5
Reserves allocated from other segments     46.7     31.5    
Reinsurance recoverable on unpaid losses and LAE(1)     .1        
   
 
 
GAAP reserves   $ 63.0   $ 39.1   $ 15.5
   
 
 

(1)
Represents adjustments made to add back reinsurance recoverables included with the presentation of reserves under regulatory accounting.


OTHER OPERATIONS

The Company and its Intermediate Holding Companies

        The Company's intermediate holding companies include Fund American and Fund American Enterprises Holdings, Inc. ("FAEH"), both U.S.-domiciled companies, as well as various intermediate holding companies domiciled in the United States, Barbados, Luxembourg, Sweden and Bermuda. White Mountains arranges the majority of its financing through the Company and these intermediate holding companies.

        In May 2003, Fund American issued $700 million face value of senior unsecured debt through a public offering, at an issue price of 99.7% (the "Senior Notes"). The net proceeds from the issuance of the Senior Notes were used to repay all of the term loans and a portion of the revolving loan (with the remainder repaid with cash on hand) under Fund American's previous bank facility.

        In September 2003, Fund American terminated its old revolving credit facility, which then consisted solely of an undrawn $175 million revolving credit line, and replaced it with a new $300 million revolving credit facility (the "Bank Facility"), under which both Fund American and the Company are permitted borrowers. In August 2004, Fund American restructured and re-syndicated the Bank Facility to increase the availability under the revolving credit facility to $400 million and to extend the maturity from September 2006 to August 2009. As of December 31, 2004, the Bank Facility was undrawn.

        As part of the financing for the OneBeacon Acquisition, Berkshire Hathaway, Inc. ("Berkshire") invested a total of $300 million in cash, of which (1) $225 million was for the purchase of preferred stock of Fund American (the "Berkshire Preferred Stock"), which has a $300 million redemption value; and (2) $75 million was for the purchase of warrants to acquire 1,724,200 Common Shares of the Company (the "Warrants"). The Berkshire Preferred Stock is entitled to a dividend of no less than 2.35% per quarter and is mandatorily redeemable on May 31, 2008. During 2004, Berkshire exercised its warrants for $294 million in cash.

        Also as part of the financing of the OneBeacon Acquisition, Zenith Insurance Company ("Zenith") purchased $20 million in cumulative non-voting preferred stock of FAEH (the "Zenith Preferred Stock"). The Zenith Preferred Stock is entitled to a dividend of no less than a 2.5% per quarter through June 30, 2007 and a dividend of no less than 3.5% per quarter thereafter. The Zenith Preferred Stock is mandatorily redeemable on May 31, 2011. At the Company's option, the Zenith Preferred Stock may be redeemed on June 30, 2007.

28




International American Group

        In October 1999, White Mountains acquired the group of companies included in the International American Group, which included American Centennial, British Insurance Company and Peninsula.

        Delaware-domiciled American Centennial and Cayman Island-domiciled British Insurance Company are property and casualty insurance and reinsurance companies in run-off. At December 31, 2004 and 2003, American Centennial had $61.3 million and $61.1 million of total assets and $21.0 million and $22.6 million of shareholder's equity, respectively. At December 31, 2004 and 2003, British Insurance Company had $33.4 million and $25.7 million of total assets and $4.5 million and $5.6 million of shareholder's equity, respectively.

        In January 2004, White Mountains sold Peninsula, which is a Maryland-domiciled property and casualty insurer, for $23.3 million. At December 31, 2003 Peninsula had $60.6 million of total assets and $21.7 million of shareholder's equity, respectively. For the years ended December 31, 2003 and 2002, Peninsula had $34.1 million and $29.5 million of net written premiums, respectively.


INVESTMENTS

        The investment portfolios of White Mountains' insurance and reinsurance operations consist primarily of fixed maturity investments but also consist, in part, of short-term investments, common equity securities and other investments (principally investments in limited partnership interests). White Mountains' management believes that prudent levels of investments in common equity securities and other investments within its investment portfolio are likely to enhance after-tax total returns without significantly increasing the risk profile of the portfolio when considered over long periods of time and balanced with leverage and insurance risk considerations. White Mountains seeks to maximize after-tax risk-adjusted returns over the long term.

        At December 31, 2004, approximately 99% of White Mountains' fixed maturity investments received an investment grade rating from Standard and Poor's ("S&P") or from Moody's Investor Services ("Moody's") if a given security is unrated by S&P. S&P and Moody's are two third party rating agencies that assess the credit quality of companies that have publicly issued debt. An investment grade rating, which is indicative of a strong credit profile of an issuer, is defined as "BBB-" (Adequate, the 10th highest of 24 ratings) or better by S&P and "Baa3" (Adequate, the 10th highest of 21 ratings) or better by Moody's. White Mountains expects to continue to invest primarily in high quality, fixed maturity investments. Nearly all the fixed maturity investments currently held by White Mountains are publicly traded, and as such are considered to be liquid.

        At December 31, 2004 White Mountains' consolidated investment portfolio consisted of $7,900.0 million (75%) of fixed maturity investments, $1,058.2 million (10%) of short-term investments, $1,043.9 million (10%) of common equity securities and $527.4 million (5%) of other investments. White Mountains' fixed maturity investments at December 31, 2004 consisted principally of corporate debt securities (49%), U.S. government and agency securities (30%), foreign government obligations (10%), mortgage-backed securities (9%) and preferred equity securities and municipal bonds (2%).

29


        White Mountains' investment philosophy is to invest all assets with a view towards maximizing its after-tax total return over extended periods of time. Under this approach, each dollar of after-tax investment income, realized and unrealized gains and losses is valued equally. White Mountains' overall fixed maturity investment strategy is to purchase securities that are attractively priced in relation to perceived credit risks. White Mountains generally manages the interest rate risk associated with holding fixed maturity investments by actively monitoring and maintaining the average duration of the portfolio with a view towards achieving an adequate after-tax total return without subjecting the portfolio to an unreasonable level of interest rate risk. At December 31, 2004, the duration of White Mountains' fixed maturity investments and short-term investments was approximately 3 years.

Montpelier Re Holdings Ltd. ("Montpelier")

        In December 2001, White Mountains, the Benfield Group plc and several other private investors established Montpelier and its wholly owned subsidiary Montpelier Reinsurance Ltd. ("Montpelier Re"). Montpelier Re is a Bermuda-domiciled insurance and reinsurance company that was formed with approximately $1.0 billion in capital to respond to the then favorable underwriting and pricing environment in the reinsurance industry. Montpelier Re has initially focused on property reinsurance business. Montpelier Re is rated "A" (Excellent, the third highest of fifteen ratings) by A.M. Best. On October 15, 2002, Montpelier successfully completed an initial public offering and its common shares are listed on the New York Stock Exchange. White Mountains initially invested $180 million in Montpelier in exchange for 10.8 million common shares and warrants to acquire 4.8 million additional common shares of Montpelier.

        During the first quarter of 2004, White Mountains sold 4.5 million common shares of Montpelier to third parties. As a result of this sale, as well as changes to the composition of the Board of Directors of both Montpelier and White Mountains, White Mountains changed the method of accounting for its remaining common share investment in Montpelier as of March 31, 2004 from an equity method investment in an unconsolidated affiliate to a common equity security classified as available for sale and carried at fair value. Also during the first quarter of 2004, White Mountains purchased additional warrants to acquire 2.4 million common shares of Montpelier from an existing warrant holder for $54.1 million in cash, thereby raising the total number of such warrants owned by White Mountains to 7.2 million. The Montpelier warrants have an exercise price of $16.67 per share (as adjusted for stock splits) and are exercisable until December 2011.


Investments in Unconsolidated Affiliates

Symetra Financial Corporation ("Symetra")

        On August 2, 2004, White Mountains, Berkshire and several other private investors capitalized Symetra in order to purchase the life and investment operations of Safeco Corporation for $1.35 billion. The acquired companies, which are now operating under the Symetra brand, focus mainly on group insurance, individual life insurance, structured settlements and retirement services. Symetra had an initial capitalization of approximately $1.4 billion, consisting of $1,065 million of common equity and $315 million of debt. White Mountains invested $194.7 million in Symetra in exchange for 2.0 million common shares of Symetra. In addition, White Mountains and Berkshire each received warrants to acquire an additional 1.1 million common shares of Symetra at $100 per share. White Mountains owns approximately 19% of the outstanding common shares of Symetra and approximately 24% of Symetra on a fully-converted basis including the warrants. Three White Mountains designees serve on Symetra's eight member board of directors.

        Symetra's total revenues and net income for the five months ended December 31, 2004 were $701.9 million and $54.3 million, respectively. Symetra's total assets and shareholders' equity as of December 31, 2004 were $22.1 billion and $1.4 billion, respectively. As of December 31, 2004, White

30



Mountains' total investment in Symetra was $248.4 million, excluding $56.6 million of equity in unrealized gains from Symetra's fixed maturity investments.

Main Street America Holdings, Inc. ("MSA")

        MSA is a subsidiary of National Grange Mutual Insurance Company ("NGM"), a New Hampshire-domiciled property and casualty insurance company, which insures risks located primarily in New York, Massachusetts, Connecticut, Pennsylvania, New Hampshire, Virginia and Florida. White Mountains owns 50% of the outstanding common stock of MSA and accounts for this investment using the equity method. White Mountains' investment in MSA was $161.6 million and $142.8 million at December 31, 2004 and December 31, 2003, respectively. MSA's net written premiums totaled $454.5 million, $427.6 million and $357.3 million and its net income (loss) was $29.6 million, $29.3 million and ($13.2) million in 2004, 2003 and 2002. MSA's total assets as of December 31, 2004 and 2003 were $978.1 million and $875.1 million and its shareholders' equity was $323.3 million and $290.4 million. The principal insurance operating subsidiaries of NGM and MSA are rated "A" (Excellent, the third highest of fifteen ratings) by A.M. Best.


REGULATION

United States

        White Mountains' U.S.-based insurance and reinsurance operating subsidiaries are subject to regulation and supervision in each of the states 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, reserves for unpaid loss and LAE, reinsurance, 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. White Mountains believes that it is in compliance with all applicable laws and regulations pertaining to its business that would have a material effect on its financial position in the event of non-compliance.

        Over the last several years most states have implemented laws that establish standards for current, as well as continued, state accreditation. In addition, the NAIC has adopted risk-based capital ("RBC") standards for property and casualty insurers as a means of monitoring certain aspects affecting the overall financial condition of insurance companies. The current RBC ratios of White Mountains' active insurance and reinsurance operating subsidiaries are satisfactory and such ratios are not expected to result in any adverse regulatory action. White Mountains is not aware of any current recommendations by regulatory authorities that would be expected to have a material effect on its results of operations or liquidity.

        As a condition of its license to do business in certain states, White Mountains' insurance operating subsidiaries are required to participate in mandatory shared market mechanisms. Each state dictates the types of insurance and the level of coverage that must be provided. The most common type of shared market mechanism in which White Mountains is required to participate is an assigned risk plan. Many states operate assigned risk plans. The NYAIP and New Jersey commercial automobile insurance plans are two such shared market mechanisms in which OneBeacon is required to participate. These plans require insurers licensed within the applicable state to accept the applications for insurance policies of individuals who are unable to obtain insurance in the voluntary market. The total number of such policies an insurer is required to accept is based on its market share of voluntary business in the state. Underwriting results related to assigned risk plans are typically adverse. Accordingly, OneBeacon may be required to underwrite policies with a higher risk of loss than it would otherwise accept.

        Reinsurance facilities are another type of shared market mechanism. Reinsurance facilities require an insurance company to accept all applications submitted by certain state designated agents. The

31



reinsurance facility then allows the insurer to cede some of its business to the reinsurance facility so that the facility will reimburse the insurer for claims paid on ceded business. Typically, however, reinsurance facilities operate at a deficit, which is funded through assessments against the same insurers. The Massachusetts Commonwealth Automobile Reinsurers is one such reinsurance facility in which OneBeacon is compelled to participate. As a result, OneBeacon could be required to underwrite policies with a higher risk of loss than it would otherwise accept.

        The insurance laws of many states generally provide that property and casualty insurers doing business in those states belong to a statutory property and casualty guaranty association. The purpose of these guaranty associations is to protect policyholders by requiring that solvent property and casualty insurers pay certain insurance claims of insolvent insurers. These guaranty associations generally pay these claims by assessing solvent insurers proportionately based on the insurer's share of voluntary written premiums in the state. While most guaranty associations provide for recovery of assessments through rate increases, surcharges or premium tax credits, there is no assurance that insurers will ultimately recover these assessments. At December 31, 2004, the reserve for such assessments at OneBeacon totaled $18.3 million.

        Many states have laws and regulations that limit an insurer's ability to exit a market. For example, certain states limit a private passenger automobile insurer's ability to cancel and non-renew policies. Furthermore, certain states prohibit an insurer from withdrawing from one or more lines of insurance business in the state, unless the state regulators approve the company's withdrawal plans. State regulators may refuse to approve such plans on the grounds that they could lead to market disruption. Such laws and regulations may restrict White Mountains' ability to exit unprofitable markets.

        Nearly all states have insurance laws requiring personal property and casualty insurers to file price schedules, policy or coverage forms, and other information with the state's regulatory authority. In most cases, such price schedules and/or policy forms must be approved prior to use. While pricing laws vary from state to state, their objectives are generally to ensure that prices are adequate, not excessive and not discriminatory. For example, Massachusetts, a state where OneBeacon has a sizable presence, sets virtually all aspects of automobile insurance rates, including agent commissions. Such regulations often challenge an insurers ability to adequately price its product, which often leads to unsatisfactory underwriting results.

        White Mountains' U.S. insurance and reinsurance operating subsidiaries are subject to state laws and regulations that require investment portfolio diversification and that limit the amount of investment in certain categories. Non-compliance may cause non-conforming investments to be non-admitted in measuring statutory surplus and, in some instances, may require divestiture. White Mountains investment portfolio at December 31, 2004 complied with such laws and regulations in all material respects.

        One of the primary sources of cash inflows for the Company and certain of its intermediary holding companies is dividends received from its insurance and reinsurance operating subsidiaries. Under the insurance laws of the states under which White Mountains' U.S.-based insurance and reinsurance subsidiaries are domiciled, an insurer is restricted with respect to the timing or the amount of dividends it may pay without prior approval by regulatory authorities. See "Dividend Capacity" in the "LIQUIDITY AND CAPITAL RESOURCES" section of Item 7 for further discussion.

        White Mountains is subject to regulation under certain state insurance holding company acts. These regulations contain reporting requirements relating to the capital structure, ownership, financial condition and general business operations of White Mountains' insurance and reinsurance operating subsidiaries. These regulations also contain special reporting and prior approval requirements with respect to certain transactions among affiliates. Since the Company is an insurance holding company, the domiciliary states of its insurance and reinsurance operating subsidiaries impose regulatory application and approval requirements on acquisitions of Common Shares which may be deemed to

32



confer control over those subsidiaries, as that concept is defined under the applicable state laws. Acquisition of as little as 10% of White Mountains' Common Shares may be deemed to confer control under the insurance laws of some jurisdictions, and the application process for approval can be extensive and time consuming.

        While the federal government does not directly regulate the insurance business, federal legislation and administrative policies affect the insurance industry. In addition, legislation has been introduced from time to time in recent years that, if enacted, could result in the federal government assuming a more direct role in the regulation of the insurance industry. A federal law enacted in 2002, the Terrorism Act, provides a "back-stop" to property and casualty insurers in the event of future terrorist acts perpetrated by foreign agents or interests. The law limits the industry's aggregate liability by requiring the federal government to share 90 percent of certified losses once a company meets a specific retention or deductible as determined by its prior year's direct written premiums and limits the aggregate liability to be paid by the government and industry without further action by Congress at $100 billion. In exchange for this "back-stop", primary insurers are required to make coverage available to commercial insureds for losses from acts of non-domestic terrorism as specified in the Terrorism Act. OneBeacon is actively complying with the requirements of the Terrorism Act in order to ensure its ability to be reimbursed by the federal government for any losses it may incur as a result of future terrorist acts. (See "Terrorism" in the "ONEBEACON" `section of this Item for a further discussion of the Terrorism Act.) A number of additional enacted and pending legislative measures could lead to increased consolidation and increased competition for business and for capital in the financial services industry. White Mountains cannot predict whether any state or federal measures will be adopted to change the nature or scope of the regulation of the insurance business or what effect such measures may have on its insurance and reinsurance operations.

        Environmental cleanup of polluted waste sites is subject to both federal and state regulation. The Comprehensive Environmental Response Compensation and Liability Act of 1980 ("Superfund") and comparable state statutes govern the cleanup and restoration of waste sites by potentially responsible parties ("PRPs"). These laws can impose liability for the entire cost of clean-up upon any responsible party, regardless of fault. The insurance industry in general is involved in extensive litigation regarding coverage issues arising out of the cleanup of waste sites by insured PRPs and as a result has disputed many such claims. From time to time, comprehensive Superfund reform proposals are introduced in Congress, but none has yet been enacted. At this time, it remains unclear as to whether Superfund reform legislation will be enacted or that any such legislation will provide for a fair, effective and cost-efficient system for settlement of Superfund related claims. The NICO Cover includes coverage for such exposures at OneBeacon; however, there can be no assurance that the coverage provided under the NICO Cover will ultimately prove to be adequate.


Sweden

        In accordance with provisions of Swedish law, Sirius International can voluntarily transfer its pretax earnings, or a portion thereof, subject to certain limitations, into an untaxed reserve referred to as a safety reserve. The safety reserve is a Swedish regulatory concept that has no equivalent under GAAP. Accordingly, under GAAP, an amount equal to Sirius International's safety reserve of $1.1 billion at December 31, 2004, net of the related deferred tax liability established at the statutory Swedish tax rate of 28%, is classified as equity. Generally, this deferred tax liability is only required to be paid by Sirius International if it fails to maintain predetermined levels of premium writings in future years. As a result of the indefinite deferral of these taxes, Swedish regulatory authorities do not apply any taxes to the safety reserve when calculating solvency capital under Swedish insurance regulations.

33




RATINGS

        Insurance and reinsurance 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. A.M. Best currently rates OneBeacon's, White Mountains Re's and Esurance's principal operating insurance subsidiaries "A" (Excellent, the third highest of fifteen ratings) and NFU "A-" (Excellent, the fourth highest of fifteen ratings). White Mountains believes that strong ratings are important factors in the marketing of insurance and reinsurance products to agents and consumers and ceding companies.


EMPLOYEES

        As of December 31, 2004, White Mountains employed 5,030 persons (consisting of 65 persons at the Company and its intermediate holding companies, 3,868 persons at OneBeacon, 542 persons at White Mountains Re, 542 persons at Esurance and 13 persons at the International American Group companies). Management believes that White Mountains has satisfactory relations with its employees.


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.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 its 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., 80 South Main Street, Hanover, New Hampshire 03755, telephone number (603) 640-2200. Additionally, all such documents are physically available at the Company's registered office at Clarendon House, 2 Church Street, Hamilton, HM 11 Bermuda.


Item 2. Properties

        The Company maintains two professional offices in Hamilton, Bermuda which serve as its headquarters and its registered office. White Mountains Re's headquarters is in Hamilton, Bermuda with an additional office in New Jersey. Folksamerica is headquartered in New York, New York with branch offices in various cities throughout the United States. Sirius International is headquartered in Stockholm, Sweden with various branch offices in Europe and Asia. WMU maintains offices in Dublin, Ireland and Hamilton, Bermuda. The home office of OneBeacon is located in Boston, Massachusetts, with branch offices in various cities throughout the United States. Esurance is headquartered in San Francisco, California with various offices throughout the United States. In addition, the Company maintains a professional office in Hanover, New Hampshire which serves as its principal executive office, and an office in Guilford, Connecticut, which houses its investment and corporate finance functions.

        The Company's headquarters, registered office, principal executive office and investment and corporate finance office are leased. Sirius International's home office in Sweden and substantially all of its branch offices, as well as WMU's offices in Ireland and Bermuda are leased. Folksamerica's home office, and its branch offices are leased as well. The home office of OneBeacon and most of its branch offices are leased with the exception of branch offices located in New York, which are owned by OneBeacon. Certain leased and owned OneBeacon office locations have been leased or subleased to

34



Liberty Mutual in connection with the Liberty Agreement for a period of no more than three years. Management considers its office facilities suitable and adequate for its current level of operations.


Item 3. Legal Proceedings

        White Mountains, and the insurance and reinsurance industry in general, are subject to litigation and arbitration in the normal course of business. Other than those items listed below, White Mountains was not a party to any material litigation or arbitration other than as routinely encountered in claims activity, none of which is expected by management to have a material adverse effect on its financial condition and/or cash flows.

        In November 2004, OneBeacon Insurance Group received a subpoena from the Attorney General of the State of New York requesting documents and seeking information relating to the conduct of business between insurance brokers and OneBeacon. Subsidiaries of the Company have also received information requests from various state insurance departments regarding producer compensation arrangements. White Mountains believes these requests are part of the ongoing, industry-wide investigation regarding industry sales practices.

        On May 15, 2002, The Robert Plan Corporation and several of its subsidiaries filed a lawsuit against the Company, certain of its subsidiaries and several individuals employed by the subsidiaries. The suit alleges that the defendants misappropriated confidential information of the plaintiffs and used such information to enter into the New York automobile assigned risk business in direct competition with the plaintiffs. The plaintiffs have recently increased their damages demand from $66 million to approximately $185 million, which they allege represents two years of their lost profits in the subject business. White Mountains, its named subsidiaries and employees do not believe they engaged in any improper or actionable conduct. White Mountains and its subsidiaries have no reason to believe they have any liability to The Robert Plan Corporation and intend to vigorously defend the lawsuit. In addition, OneBeacon has brought a counterclaim against the plaintiffs that it believes to be meritorious. OneBeacon is seeking compensatory damages of $9 million as a result of the breach by the plaintiffs of the LAD servicing contract that OneBeacon had entered into with them.

        On January 30, 2001, an action was filed in Los Angeles on behalf of Sierra National Life Insurance Holdings, Inc. ("Sierra Holdings", which is not related to the Sierra Group, as previously defined), a dissolved corporation in which White Mountains held a 28.8% interest, against Credit Lyonnais, S.A. and other parties who were the successful bidders for the assets of Executive Life Insurance Company ("ELIC"), a California insurer, in the 1991 sale of those assets conducted by the California Commissioner of Insurance. Sierra Holdings alleged that defendants' acquisition violated both federal and state law and that, but for defendants' wrongful acts, it would have been chosen to purchase ELIC's assets. Sierra Holdings settled its claims against Credit Lyonnais and certain other defendants for a total of $87 million. After expenses, White Mountains share of the settlement proceeds was approximately $15 million. In addition, a default judgment regarding liability was entered at trial against another defendant, Maaf Assurances, SA, a French mutual insurer. Sierra Holdings is reviewing its options in pursuing damages against Maaf. Finally, in certain circumstances, Sierra Holdings may be entitled to additional amounts from any settlements or judgments resulting from the ongoing lawsuit by the California Commissioner of Insurance against another defendant, Artemis SA.

        In August 2000, Aramarine Brokerage, Inc. ("Aramarine"), a former insurance broker of OneBeacon's, filed a lawsuit alleging that OneBeacon had wrongfully terminated its business relationship with Aramarine. The suit originally claimed $410 million in compensatory damages for lost commissions, although Aramarine has recently reduced its demand to $158 million. OneBeacon does not believe it has engaged in any actionable conduct. During 2004, OneBeacon prevailed on a motion for summary judgment to dismiss the plaintiff's claim. OneBeacon expects the plaintiff to appeal the summary judgment upon resolution of OneBeacon's counterclaim for return commission.

35




Item 4. Submission of Matters to a Vote of Security Holders

        At the Company's 2004 Annual General Meeting of Members, which was held on October 21, 2004 in Hamilton, Bermuda, the Company's Members approved proposals (as further described in the Company's 2004 Proxy Statement) calling for the Election of five of the Company's directors to Class I ("Proposal I"), the Election of Directors of Sirius International Insurance Corporation ("Proposal II"), the Election of Directors of Fund American Reinsurance Company, Ltd. and Scandinavian Reinsurance Company Ltd. ("Proposal III"), the Election of Directors of any new non-United States operating subsidiary ("Proposal IV") and the Approval of Appointment of PricewaterhouseCoopers as the Company's Independent Registered Accounting Firm ("Proposal V"). As of August 27, 2004, the "Record Date" for the 2004 Annual Meeting, a total of 10,769,451 Common Shares were eligible to vote.

        With respect to Proposals I, II, III and IV, 6,386,624 votes, 6,559,440 votes, 6,557,514 and 6,597,508 votes were cast in favor of the proposals, respectively, and 264,527 votes, 91,711 votes, 93,637 votes and 53,643 votes were withheld, respectively. With respect to Proposal V, 7,800,774 votes were cast in favor of the proposal, 5,971 votes were cast against the proposal and 5,952 votes abstained. These results represent the number of Common Shares voted after taking into consideration the voting cut-back of all holders with 10% or more voting control in accordance with Bye-law 47 of the Company's Bye-laws

        In connection with Proposal I, Bruce R. Berkowitz, Steven E. Fass, Edith E. Holiday, Joseph S. Steinberg and Lowndes A. Smith were elected to the Company's Board of Directors with terms ending in 2007. In connection with Proposal II, Messrs. Lars Ek, Fass, Gert Lindberg and Goran Thorstensson were elected to the Board of Directors of Sirius International Insurance Corporation. In connection with Proposal III, Messrs. Fass, Anders Henriksson, Mark Kaplen, Michael E. Maloney, Thorstensson and Michael E. Tyburski were elected to the Board of Directors of Fund American Reinsurance Company, Ltd. and Scandinavian Reinsurance Company Ltd. In connection with Proposal IV, Messrs. Barrette and Fass were elected to any new non-United States operating subsidiary that may be formed by the Company in the future.


Executive Officers of the Registrant and its Subsidiaries (As of March 1, 2005)

Name

  Position
  Age
  Executive officer
since

Raymond Barrette   President and CEO   54   1997
John P. Cavoores   Managing Director, President and CEO of OneBeacon   47   2002
Charles B. Chokel   Managing Director of White Mountains Capital, Inc.   51   2002
Steven E. Fass   President and CEO of White Mountains Re   59   2002
David T. Foy   Executive Vice President and Chief Financial Officer   38   2003
John D. Gillespie   President of WM Advisors   45   2001
Robert R. Lusardi   Executive Vice President and Managing Director of White Mountains Capital, Inc.   47   2005
J. Brian Palmer   Chief Accounting Officer   32   2001
Robert L. Seelig   Vice President and General Counsel   36   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. Barrette was appointed President and CEO of the Company on January 1, 2003 and has been a director since 2000. Mr. Barrette was CEO of OneBeacon from June 2001 to December 2002 and remains its Chairman. Mr. Barrette joined White Mountains Insurance Group in November 1997 as Executive Vice President and Chief Financial Officer. He was President from January 2000 to June 2001. Prior to joining White Mountains, Mr. Barrette had 23 years of experience in the insurance

36



business, mostly at Fireman's Fund Insurance Company. He is also Chairman of Esurance, Lead Director of Montpelier and a director of several White Mountains subsidiaries.

        Mr. Cavoores was appointed Managing Director and President of OneBeacon in December 2001 and was appointed CEO of OneBeacon in September 2003. Mr. Cavoores formerly served as a Managing Director of Fund American from 2000 to June 2001 and as a Managing Director of OneBeacon from June 2001 to December 2001. Prior to joining White Mountains in 2001, Mr. Cavoores served as Chief Operating Officer of Reliance Insurance Group from April 2000 to October 2000, and as President and CEO of National Union Fire Insurance Company (a wholly-owned subsidiary of American International Group) from May 1998 to April 2000. He was with Chubb Corporation from 1979 to 2000 in a variety of capacities, most recently as their Chief Underwriting Officer of worldwide specialty business.

        Mr. Chokel has served as Managing Director of White Mountains Capital, Inc. since September 2003. Prior to that he served as Managing Director and Chief Administrative Officer of OneBeacon since January 2003 and as Managing Director since March 2002. Prior to joining OneBeacon, Mr. Chokel served as Executive Vice President and Chief Financial Officer of Conseco, Inc. from March 2001 to March 2002 and as Co-CEO of The Progressive Corporation from January 1999 to January 2001. Mr. Chokel was with Progressive since 1978. He is also a director of other White Mountains subsidiaries.

        Mr. Fass has been a director of the Company since 2000. Mr. Fass has served as President and CEO of White Mountains Re since May 2004. Mr. Fass previously served as President and CEO of Folksamerica and its subsidiaries from 1984 to 2004. He joined Folksamerica as its Vice President, Treasurer and Chief Financial Officer in 1980. Mr. Fass also serves as Chairman of Folksamerica, a director of White Mountains Re and is a director of other White Mountains subsidiaries.

        Mr. Foy was appointed Executive Vice President and Chief Financial Officer of the Company in April 2003. Prior to joining White Mountains in 2003, Mr. Foy served as Senior Vice President and Chief Financial Officer of Hartford Life Inc. and joined that company in 1993. Prior to joining Hartford Life, Mr. Foy was with Milliman and Robertson, an actuarial consulting firm. Mr. Foy also serves as the Chairman of Symetra.

        Mr. Gillespie has served as a Deputy Chairman of the Company since January 2003 and serves as Chairman and President of WM Advisors. Mr. Gillespie served as Managing Director of OneBeacon from June 2001 to March 2003 and has been a director of the Company since 1999. He is also the founder and Managing Partner of his own investment firm, Prospector Partners, LLC ("Prospector"). Prior to forming Prospector, Mr. Gillespie was President of the T. Rowe Price Growth Stock Fund and the New Age Media Fund, Inc. Mr. Gillespie serves as a director of Montpelier, Symetra and certain White Mountains subsidiaries. Mr. Gillespie's father, George Gillespie, is Chairman of the Company.

        Mr. Lusardi was appointed Executive Vice President and Managing Director of White Mountains Capital, Inc. in February 2005. Prior to joining White Mountains, Mr. Lusardi was an Executive Vice President of XL Capital Ltd, most recently as Chief Executive of Financial Products and Services. Prior to joining XL Capital Ltd, Mr. Lusardi was a Managing Director at Lehman Brothers, where he was employed from 1980 to 1998.

        Mr. Palmer has served as Chief Accounting Officer since June 2001 and previously served as Controller of a subsidiary of White Mountains from 1999 to 2001. Prior to joining White Mountains in 1999, Mr. Palmer was with PricewaterhouseCoopers LLP.

        Mr. Seelig is Vice President and General Counsel of the Company. Prior to joining White Mountains in September 2002, Mr. Seelig was with the law firm of Cravath, Swaine & Moore.

37



PART II

Item 5. Market for the Company's Common Equity, Related Shareholder Matters and Issuer Purchase of Equity Securities

        As of February 15, 2005, there were 394 registered holders of Common Shares, par value $1.00 per share.

        During each of 2004 and 2003 the Company declared and paid cash dividends on Common Shares of $1.00 per Common Share. The Company's dividend payment policy provides for an annual dividend payable in the first quarter of each year, dependent on the Company's financial position and the regularity of its cash flows.

        Common Shares are listed on the New York Stock Exchange (symbol WTM) and the Bermuda Stock Exchange (symbol WTM-BH). The quarterly range of the daily closing price for Common Shares during 2004 and 2003 is presented below:

 
  2004
  2003
 
  High
  Low
  High
  Low
Quarter ended:                        
  December 31   $ 659.00   $ 501.00   $ 461.00   $ 413.00
  September 30     526.00     467.00     416.75     362.00
  June 30     553.80     476.10     420.50     340.00
  March 31     524.50     453.50     340.00     311.70
   
 
 
 

        As permitted by the agreement governing the Company's outstanding options to acquire Common Shares ("Options"), the Company accepted 97 common shares in partial satisfaction of the strike price relating to the exercise of 435 Options during the 2004 fourth quarter. The Common Shares received by the Company were valued at the applicable New York Stock Exchange closing price on the day of exercise ($629.75 per Common Share).

38




Item 6. Selected Financial Data

        Selected consolidated income statement data and ending balance sheet data for each of the five years ended December 31, 2004, follows:

 
  Year Ended December 31,
 
$ in millions, except share and per share amounts

 
  2004
  2003
  2002
  2001(a)(l)
  2000(l)
 
Income Statement Data:                                
Revenues   $ 4,553   $ 3,794   $ 4,208   $ 3,234   $ 851  
Expenses     4,305     3,422     4,089     3,662     493  
   
 
 
 
 
 
Pretax earnings (loss)     248     372     119     (428 )   358  
  Income tax (provision) benefit     (47 )   (127 )   (11 )   179     (43 )
  Accretion and dividends on preferred stock of subsidiaries         (21) (j)   (41 )   (23 )    
  Equity in earnings (loss) of unconsolidated affiliates     37     57     14     1     (2 )
   
 
 
 
 
 
Net income (loss) from continuing operations     238     281     81     (271 )   313  
  Net income from discontinued operations                     95 (b)
  Cumulative effect of changes in accounting principles             660 (i)        
  Extraordinary gains     181 (k)       7     12      
   
 
 
 
 
 
Net income (loss)   $ 419   $ 281   $ 748   $ (259 ) $ 408  
   
 
 
 
 
 
Net income (loss) from continuing operations per share:                                
  Basic   $ 24.05   $ 26.48   $ 7.47   $ (86.52 ) $ 53.08  
  Diluted   $ 22.67   $ 23.63   $ 6.80   $ (86.52 ) $ 52.84  
   
 
 
 
 
 
Balance Sheet Data:                                
Total assets   $ 19,015   $ 15,882   $ 17,267   $ 18,410   $ 3,545  
Short-term debt             33     358      
Long-term debt     783     743     760     767     96  
Deferred credits             (i)   683 (c)   92  
Convertible preference shares             219          
Mandatorily redeemable preferred stock of subsidiaries     212     195 (j)   181     170      
Common shareholders' equity(d)     3,884     2,979     2,408     1,445     1,046  
Book value per share(e)   $ 349.60   $ 293.15   $ 254.52   $ 160.36   $ 177.07  
Fully converted tangible book value per share(f)   $ 342.52   $ 291.27   $ 258.82   $ 225.81   $ 187.65  
   
 
 
 
 
 
Share Data:                                
Cash dividends paid per Common Share   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.20  
Ending Common Shares (000's)(g)     10,773     9,007     8,351     8,245     5,880  
Ending equivalent Common Shares (000's)(h)     47     1,775     2,455     1,803     81  
   
 
 
 
 
 
Ending Common and equivalent Common Shares (000's)     10,819     10,782     10,806     10,048     5,961  
   
 
 
 
 
 

(a)
Includes the acquisition of OneBeacon on June 1, 2001 and its results of operations from that date through December 31, 2001. In connection with the OneBeacon Acquisition, White Mountains issued $1,085 million in debt. White Mountains also issued preferred stock of subsidiaries, warrants to acquire Common Shares and Convertible Preference Shares for total proceeds of $758 million.

39


(b)
Relates to a tax reserve release associated with the 1991 sale of Fireman's Fund Insurance Company.

(c)
Deferred credits added during 2001 resulted from the purchase of OneBeacon.

(d)
Increase in 2001 included effects of capital raising activities undertaken in connection with the OneBeacon Acquisition. Increase in 2002 included the recognition of $660 million in net deferred credits as a result of a change in accounting principles. See Note 1.

(e)
Includes the dilutive effects of outstanding Options and, for years prior to 2004, warrants to acquire Common Shares.

(f)
Book value per share plus unamortized deferred credits less goodwill and the equity in net unrealized gains from Symetra's fixed income portfolio per Common and equivalent Common Share. The 2002 fully converted tangible book value per share assumes outstanding convertible preference shares to be equivalent Common Shares.

(g)
During 2003, 677,966 Common Shares were issued in satisfaction of Convertible Preference Shares. During 2004, 1,724,200 Common Shares were issued in satisfaction of warrants exercised.

(h)
Includes outstanding Convertible Preference Shares, Options and warrants to acquire Common Shares, when applicable.

(i)
In accordance with its adoption of Statement of Financial Accounting Standard ("SFAS") No. 141, "Business Combinations" ("SFAS 141"), the Company recognized all of its outstanding deferred credits on January 1, 2002. See Note 1.

(j)
In accordance with its adoption of SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150"), on July 1, 2003, the Company reclassified its outstanding mandatorily redeemable preferred stock from mezzanine equity to liabilities on its balance sheet and, beginning in the third quarter of 2003, White Mountains began presenting all accretion and dividends on its mandatorily redeemable preferred stock as interest expense. See Note 1.

(k)
Extraordinary gains in 2004 resulted from the excess of the fair value over the cost of net assets acquired in the Sirius, Symetra, Tryg-Baltica and Sierra transactions.

(l)
For a description of the historical factors affecting OneBeacon's loss and LAE reserves prior to the OneBeacon Acquisition, see "Non-Asbestos and Environmental Reserves" under the caption "Loss and Loss Adjustment Expense Reserves" in the "OneBeacon" section of the business description contained within the Company's Amendment No. 6 to Form S-3 dated July 17, 2003 (the "Form S-3"). Such portion of the Form S-3 is incorporated by reference into this Form 10-K.


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 which are not historical in nature, and 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' actual results could be materially different from and worse than its expectations. See "FORWARD-LOOKING STATEMENTS" for specific important factors that could cause actual results to differ materially from those contained in forward-looking statements.

        The following discussion also includes two non-GAAP financial measures, adjusted comprehensive net income and fully converted tangible book value per share, that have been reconciled to their most comparable GAAP financial measures (see page 55). White Mountains believes these measures to be more relevant than comparable GAAP measures in evaluating White Mountains' financial performance.

40




RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 and 2002

Overview

        White Mountains ended 2004 with a fully converted tangible book value per Common Share of $343, which represents an increase of 18% (including dividends) over the fully converted tangible book value per Common Share of $291 as of December 31, 2003. During 2003, fully converted tangible book value per Common Share increased by 13% (including dividends) from $259 as of December 31, 2002.

        Adjusted comprehensive net income was $539 million for 2004, compared to $360 million in 2003. Net income for 2004 was $419 million, compared to $281 million in 2003.

        The growth in book value was driven by strong investment results, particularly equities which returned 20%, and $180 million in transaction gains. This more than offset the impact of higher than expected losses from catastrophes and prior year reserve development. The growth in earnings was primarily driven by the transaction gains as both 2004 and 2003 had strong investment results.

        All three business segments performed well. OneBeacon's combined ratio in 2004 was 99%, the second consecutive year it was below 100%, and Esurance earned a profit for the first time in 2004. White Mountains Re had a combined ratio of 104% due to 11 points from catastrophes. However, the segment contributed $140 million in transaction gains and therefore was a significant contributor to the Company's growth in book value for the year.

41




Fully Converted Tangible Book Value Per Share

        The following table presents the Company's tangible book value per share for the years ended December 31, 2004, 2003, and 2002 and reconciles this non-GAAP measure to the most comparable GAAP measure.

 
  December 31,
 
 
  2004
  2003
  2002
 
Book value per share numerators (in millions):                    
Common shareholders' equity   $ 3,883.9   $ 2,979.2   $ 2,407.9  
  Proceeds from assumed exercise of outstanding warrants         300.0     300.0  
  Benefits to be received from share obligations under employee benefit plans     6.7     7.0     8.8  
  Remaining accretion of subsidiary preferred stock to face value     (108.1 )   (125.5 )   (139.1 )
   
 
 
 
Book value per share numerator     3,782.5     3,160.7     2,577.6  
  Equity in net unrealized gains from Symetra's fixed maturity portfolio     (56.6 )        
  Assumed conversion of convertible preference shares to Common Shares             219.0  
  Unamortized goodwill of consolidated limited partnerships     (20.0 )   (20.3 )    
   
 
 
 
Fully converted tangible book value per common and equivalent share numerator   $ 3,705.9   $ 3,140.4   $ 2,796.6  
   
 
 
 
Book value per share denominators (in millions):                    
Common Shares outstanding     10,772.8     9,007.2     8,351.4  
  Common Shares issuable upon exercise of outstanding warrants         1,724.2     1,714.3  
  Share obligations under employee benefit plans     46.6     50.6     61.9  
   
 
 
 
Book value per share denominator     10,819.4     10,782.0     10,127.6  
  Assumed conversion of convertible preference shares to Common Shares             678.0  
   
 
 
 
Fully converted tangible book value per common and equivalent share denominator     10,819.4     10,782.0     10,805.6  
   
 
 
 
Book value per share   $ 349.60   $ 293.15   $ 254.52  
Fully converted tangible book value per common and equivalent share     342.52     291.27     258.82  
   
 
 
 

42



Review of Consolidated Results

        A tabular summary of White Mountains' consolidated financial results for the years ended December 31, 2004, 2003 and 2002 follows:

 
  Year Ended December 31,
 
Millions

 
  2004
  2003
  2002
 
  Gross written premiums   $ 4,792.1   $ 3,823.4   $ 4,421.6  
   
 
 
 
  Net written premiums   $ 3,904.8   $ 3,007.7   $ 3,293.5  
   
 
 
 
Revenues                    
  Earned insurance and reinsurance premiums   $ 3,820.5   $ 3,137.7   $ 3,576.4  
  Net investment income     360.9     290.9     366.0  
  Net realized investment gains     181.1     162.6     156.0  
  Other revenue     190.5     202.6     109.5  
   
 
 
 
    Total revenues     4,553.0     3,793.8     4,207.9  
   
 
 
 
Expenses                    
  Losses and LAE     2,591.1     2,138.1     2,638.2  
  Insurance and reinsurance acquisition expenses     743.5     615.0     804.3  
  Other underwriting expenses     521.3     347.1     401.7  
  General and administrative expenses     309.3     201.8     92.7  
  Accretion of fair value adjustment to loss and LAE reserves     43.3     48.6     79.8  
  Interest expense—debt     49.1     48.6     71.8  
  Interest expense—dividends and accretion on preferred stock subject to mandatory redemption     47.6     22.3      
   
 
 
 
    Total expenses     4,305.2     3,421.5     4,088.5  
   
 
 
 
Pretax income   $ 247.8   $ 372.3   $ 119.4  
  Income tax expense     (47.0 )   (127.6 )   (11.7 )
  Accretion and dividends on mandatorily redeemable preferred stock of subsidiaries         (21.5 )   (40.9 )
  Equity in earnings of unconsolidated affiliates     37.4     57.4     14.0  
   
 
 
 
Net income before accounting changes and extraordinary items   $ 238.2   $ 280.6   $ 80.8  
  Excess of fair value of acquired net assets over cost     180.5         7.1  
  Cumulative effect of changes in accounting principles             660.2  
   
 
 
 
Net income   $ 418.7   $ 280.6   $ 748.1  
  Other comprehensive income     176.5     79.0     202.3  
   
 
 
 
Comprehensive net income   $ 595.2   $ 359.6   $ 950.4  
Less: Change in net unrealized gains from Symetra's fixed maturity portfolio     (56.6 )        
   
 
 
 
Adjusted comprehensive net income   $ 538.6   $ 359.6   $ 950.4  
   
 
 
 

Consolidated Results—Year Ended December 31, 2004 versus Year Ended December 31, 2003

        White Mountains' total revenues increased by 20% in 2004 compared to 2003. Growth in revenues was driven by the 22% increase in earned premiums due to the Sirius Acquisition and Atlantic Specialty transactions. Net investment income grew 24% in 2004 primarily due to the income earned on the additional invested assets acquired in the Sirius Acquisition offset by decreased net invested assets at OneBeacon.

43



        White Mountains' total expenses grew 26% for 2004 as loss and LAE, insurance acquisition and underwriting expenses were all up due to the Sirius Acquisition and Atlantic Specialty transactions. General and administrative costs were up 53% in 2004, primarily due to an increase in incentive compensation accruals, which were driven by a 41% rise in White Mountains' stock price during the year. White Mountains expenses its full cost of all incentive compensation programs. This expense is spread among loss and LAE, other underwriting expense and general and administrative expense for White Mountains' insurance and reinsurance operating subsidiaries, depending upon the function of the employees being compensated. For Other Operations, it is entirely included in general and administrative expenses.

        White Mountains' net income in 2004 also benefitted from $181 million in transaction gains: $111 million from the Sirius Acquisition, $41 million for the Symetra investment, $20 million from the Tryg-Baltica acquisition and $9 million from the Sierra Group acquisition.

Consolidated Results—Year Ended December 31, 2003 versus Year Ended December 31, 2002

        White Mountains' total revenues decreased by 10% in 2003 compared to 2002, as an increase in earned reinsurance premiums at Folksamerica was more than offset by a decrease in earned insurance premiums at OneBeacon as a result of the business transferred to Liberty Mutual under the Liberty Agreement. Total revenues in 2003 were also impacted by decreased net investment income due to the run-off of loss reserves from OneBeacon's other businesses as well as the reduced interest rate environment. The decline in total revenues in 2003 was partially offset by an increase in other revenues, primarily as a result of $50 million in gains recorded during 2003 related to the sale of several real estate properties previously written-off under purchase accounting for OneBeacon and a $30 million increase in fees and commissions for business placed by WMU.

        Total expenses decreased by 16% in 2003 as compared to 2002, as loss and LAE, as well as insurance acquisition and other underwriting expenses, decreased at OneBeacon as a result of improved underwriting performance on its on-going businesses and as the continued run-off of unprofitable business through the Liberty Agreement. In addition, interest expense on debt decreased 32% in 2003 as a result of the repayment of the $260 million of debt in November 2002 and the refinancing of $700 million of debt in May 2003. Also contributing to the decrease in expenses was a decrease in the accretion of the fair value adjustment to the reserves acquired as part of the OneBeacon Acquisition. This accretion will continue to decrease as those acquired reserves are paid over time. Partially offsetting these expense decreases was an increase in general and administrative expense of $109 million in 2003 over 2002, primarily due to an increase in incentive compensation accruals, which were driven by a 42% rise in White Mountains' stock price during 2003.


Income Taxes

        The Company is domiciled in Bermuda and has subsidiaries domiciled in several countries. The majority of the Company's worldwide operations are taxed in the United States. Income earned or losses incurred by non-U.S. companies will generally be subject to an overall effective tax rate lower than that imposed by the United States.

        The income tax provision related to pretax earnings for 2004, 2003 and 2002 represents an effective tax rate of 19.0%, 34.3% and 9.8%, respectively. White Mountains' effective tax rate for 2004 was lower than the U.S. statutory rate of 35% primarily from income generated in jurisdictions other than the United States and from the recognition of foreign tax credits, offset by taxes incurred from an internal restructuring of the company. White Mountains' effective tax rate for 2002 was lower than the U.S. statutory rate of 35% primarily from income generated in jurisdictions other than the United States.

44




I. Summary of Operations By Segment

        White Mountains conducts its operations through four segments: (i) "OneBeacon", (ii) "White Mountains Re" (consisting primarily of the operations of Folksamerica, Sirius and WMU), (iii) "Esurance" and (iv) "Other Operations" (consisting of the Company and its intermediate subsidiary holding companies, White Mountains' investments in its Montpelier and Symetra warrants and the International American Group). White Mountains manages all of its investments through its wholly owned subsidiary, White Mountains Advisors LLC ("WM Advisors"), therefore, a discussion of White Mountains' consolidated investment operations is included after the discussion of operations by segment. White Mountains' segment information is presented in Note 13 to the Consolidated Financial Statements.

OneBeacon

        Financial results for OneBeacon for the years ended December 31, 2004, 2003 and 2002 follows:

 
  Year Ended December 31,
Millions

  2004
  2003
  2002
  Gross written premiums   $ 2,657.5   $ 2,250.9   $ 3,351.6
   
 
 
  Net written premiums   $ 2,459.1   $ 1,972.5   $ 2,522.8
   
 
 
  Earned insurance and reinsurance premiums   $ 2,378.5   $ 2,160.3   $ 2,870.9
  Net investment income     221.4     223.7     314.0
  Net realized investment gains     129.6     127.0     113.0
  Other revenue     141.8     90.5     14.4
   
 
 
    Total revenues     2,871.3     2,601.5     3,312.3
   
 
 
  Losses and LAE     1,545.2     1,475.6     2,131.3
  Insurance and reinsurance acquisition expenses     442.3     394.2     629.6
  Other underwriting expenses     369.2     258.7     329.2
  General and administrative expenses     122.2     67.6     22.4
  Interest expense on debt     1.0     .3    
   
 
 
    Total expenses     2,479.9     2,196.4     3,112.5
   
 
 
Pretax earnings   $ 391.4   $ 405.1   $ 199.8
   
 
 

45


        The following tables provide GAAP ratios, net written premiums and earned insurance premiums for OneBeacon's ongoing businesses and in total for the years ended December 31, 2004, 2003, and 2002:

Twelve Months Ended December 31, 2004

  Specialty
  Personal
  Commercial
  Total(1)
 
GAAP Ratios:                          
Loss and LAE     59 %   62 %   56 %   65 %
Expense     31 %   32 %   41 %   34 %
   
 
 
 
 
  Total Combined     90 %   94 %   97 %   99 %
   
 
 
 
 
Dollars in millions

   
   
   
   
 
Net written premiums   $ 848.5   $ 724.7   $ 807.1   $ 2,459.1  
   
 
 
 
 
Earned insurance premiums   $ 812.0   $ 723.8   $ 703.3   $ 2,378.5  
   
 
 
 
 
Twelve Months Ended December 31, 2003

  Specialty
  Personal
  Commercial
  Total(1)
 
GAAP Ratios:                          
Loss and LAE     54 %   61 %   61 %   68 %
Expense     32 %   30 %   34 %   30 %
   
 
 
 
 
  Total Combined     86 %   91 %   95 %   98 %
   
 
 
 
 
Dollars in millions

   
   
   
   
 
Net written premiums   $ 733.7   $ 676.8   $ 426.7   $ 1,972.5  
   
 
 
 
 
Earned insurance premiums   $ 694.9   $ 744.7   $ 432.0   $ 2,160.3  
   
 
 
 
 
Twelve Months Ended December 31, 2002

  Specialty
  Personal
  Commercial
  Total(1)
 
GAAP Ratios:                          
Loss and LAE     64 %   71 %   67 %   74 %
Expense     28 %   26 %   33 %   33 %
   
 
 
 
 
  Total Combined     92 %   97 %   100 %   107 %
   
 
 
 
 
Dollars in millions

   
   
   
   
 
Net written premiums   $ 696.6   $ 845.2   $ 454.6   $ 2,522.8  
Earned insurance premiums   $ 564.3   $ 871.3   $ 527.4   $ 2,870.9  
   
 
 
 
 

(1)
Includes results from reciprocals (consolidated beginning April 1, 2004) and run-off operations. Results from reciprocals are net of business assumed by OneBeacon, which is contained in Personal Lines.

OneBeacon Results—Year Ended December 31, 2004 versus Year Ended December 31, 2003

Overview

        OneBeacon's pretax income for 2004 was $391 million, compared to pre-tax income of $405 million for 2003 and its GAAP combined ratio was 99% for 2004, compared to 98% for 2003. The earnings and combined ratios for each period were relatively consistent as each period had solid performance for the current underwriting year, partially offset by some adverse development in prior year's reserves. In total, adverse development was $100 million in 2004 (relating primarily to 2002 and prior accident years) and $147 million in 2003 (relating primarily to 2000 and prior accident years). The 2004 development related primarily to personal auto liability, general liability and multiple peril reserves due in part to emerging trends in claims experienced in OneBeacon's run-off operations, as

46



well as national account and program claims administered by third parties. These claim trends principally included higher defense costs and higher damages from liability assessments. The 2003 development was primarily related to construction defect claims. Adverse development in 2004 and 2003, respectively, was partially offset by the release of approximately $20 million and $30 million of the New York assigned risk liability due to the shrinking New York assigned risk pool.

        OneBeacon's total revenues for 2004 increased by 10% compared to 2003, due principally to an increase in earned premiums resulting primarily from the Atlantic Specialty Transaction. Total revenues for 2004 were also impacted by an increase in other revenues due mainly to the commencement of two new private equity funds managed by Tuckerman Capital, a group of private equity funds that are consolidated as a result of White Mountains' significant investment in the funds.

        OneBeacon's total expenses for 2004 increased 13% compared to 2003, primarily as a result of increased incentive compensation accruals driven by the 41% rise in White Mountains' share price in 2004, partially offset by the release of $20 million of the New York assigned risk liability. The release of this liability resulted from the continued effects of favorable revisions to the structure of credit programs. General and administrative expenses were higher in 2004 due mainly to the commencement of two new private equity funds managed by Tuckerman Capital, a group of private equity funds that are consolidated as a result of White Mountains' significant investment in the funds.

        During the fourth quarter of 2004, OneBeacon sold two of its subsidiaries, Potomac Insurance Company of Illinois ("Potomac") and Western States Insurance Company ("Western States"), as well as its boiler inspection service business, and recognized gains on the sales of $22 million through other revenues.

        Specialty Lines.    The specialty lines combined ratio was 90% for 2004, compared to the 2003 combined ratio of 86%. The 2004 combined ratio was higher than 2003 primarily due to losses relating to the four storms in the southeastern United States that impacted IMU and better than expected weather losses in 2003. Written premiums for specialty lines were up 16% in 2004, driven by growth in writings at OBPP and AutoOne Insurance, as well as the introduction of OBSP in 2004, a new division offering coverages to the excess and surplus property market.

        Personal Lines.    The combined ratio for personal lines for 2004 was 94%, compared to the 2003 combined ratio of 91%. The 2004 personal lines combined ratio was adversely impacted by seven points as a result of increased incentive compensation accruals, partially offset by three points due to the reduction of the New York assigned risk liability. The 2003 combined ratio benefitted by four points due to a reduction of the New York assigned risk liability. Premiums in this line grew 7% due in part to improved production of new business and increased retention levels and also $47 million in premiums assumed from New Jersey Skylands Insurance Association through a quota-share reinsurance agreement.

        Commercial Lines.    The combined ratio for commercial lines for 2004 was 97%, compared to the 2003 combined ratio of 95%. The 2004 combined ratio was a bit higher as a result of transition and integration costs related to the Atlantic Specialty Transaction and adverse results from its non-Atlantic Mutual New York commercial lines book. The 2004 loss ratio includes two points relating to the four storms in the southeastern United States, which primarily related to Atlantic Specialty business in that area. Excluding these losses, the commercial lines loss ratio significantly improved. Premiums in this line grew by 89% primarily due to the Atlantic Specialty Transaction.

        During the third quarter of 2004, OneBeacon entered into an agreement to sell the renewal rights to most of its non-Atlantic Mutual New York commercial lines business to Tower Insurance Group. The transaction, effective with December 1, 2004 renewals, will remove approximately $110 million of premiums over the next year.

47



OneBeacon Results—Year Ended December 31, 2003 versus Year Ended December 31, 2002

Overview

        OneBeacon's pretax income for 2003 was $405 million, compared to pre-tax income of $200 million for 2002, and its GAAP combined ratio was 98% for 2003 compared to 107% for 2002. All of OneBeacon's ongoing businesses—specialty, personal and commercial lines—delivered combined ratios below 100% in 2003 and, in the second half of 2003, its premiums from its ongoing businesses grew for the first time since the OneBeacon Acquisition.

        OneBeacon's total revenues for 2003 declined by 21% compared to 2002, due principally to a 25% decline in earned premiums, resulting primarily from a reduction in premiums assumed under the Liberty Agreement. Total revenues for 2003 were also impacted by a 29% decrease in net investment income due to the runoff of loss reserves as well as the reduced interest rate environment. Other revenues increased significantly in 2003 due mainly to fee revenue generated by New Jersey Skylands Management LLC and certain consolidated limited partnerships.

        OneBeacon's total expenses for 2003 declined by 29% compared to 2002, primarily as a result of reduced premium writings and improved underwriting performance. Total expenses in 2003 included a net $147 million reserve increase in OneBeacon's runoff operations, primarily related to prior year construction defect claims, that was partially offset by an approximate $30 million release of the New York assigned risk liability due to the shrinking New York assigned risk pool. General and administrative expenses increased significantly in 2003 due mainly to expenses generated by New Jersey Skylands Management LLC and certain consolidated limited partnerships.

        During the fourth quarter of 2003, OneBeacon sold one of its subsidiaries, National Farmers Union Standard Insurance Company ("NFU Standard"), for $22 million and recognized a $9 million gain on the sale through other revenue.

        Specialty Lines.    The combined ratio in 2003 was 86%, a six point improvement over the 92% reported in 2002. This was driven by good underwriting results across OneBeacon's various specialty businesses, as well as favorable development in AutoOne Insurance's prior year reserves, which positively impacted the combined ratio by two points. OneBeacon wrote specialty lines premiums of $734 million in 2003, up 5% over 2002, mostly due to an increase in business written by OBPP and IMU.

        Personal Lines.    The combined ratio in 2003 was 91%, a six point improvement over the 97% reported in 2002 as price increases achieved in 2002 and 2003 flowed through into underwriting results. In addition, the 2003 period reflected the reduction in OneBeacon's New York assigned risk liability, discussed above, which lowered the combined ratio by three points. OneBeacon's personal lines written premium volume for 2003 decreased 20% from 2002, primarily due to re-underwriting efforts such as actions to reduce exposure to windstorms on property located in coastal areas. Also contributing to the decrease were declines in written premiums relating to the transfer of OneBeacon's private passenger automobile business in New Jersey to New Jersey Skylands Insurance Association in 2002.

        Commercial Lines.    The combined ratio in 2003 was 95%, a five point improvement over the 100% reported in 2002 as the Company's efforts to re-underwrite its book took hold, partially offset by prior year reserve development of three points. OneBeacon's commercial lines written premium volume for 2003 decreased 6% from 2002, primarily due to the continued effects of actions taken to reduce the concentration of risks subject to terrorism, such as reducing total insured values in 11 major cities, and reductions in workers compensation writings.

        Run-off Operations.    Pursuant to the Liberty Agreement, Liberty Mutual assumed control of OneBeacon's claims offices in the regions subject to the Liberty Agreement and was responsible for servicing claims from the OneBeacon policies written prior to November 1, 2001, as well as policies

48



which renewed in those regions since that date. Effective July 11, 2003, the servicing agreement with Liberty Mutual was amended and OneBeacon took back substantially all remaining outstanding claims related to policies written prior to the Liberty Agreement.

        During the second quarter of 2003, OneBeacon claims and actuarial personnel noticed an unusual spike in case reserves related to the policies taken back from Liberty Mutual. The spike was isolated primarily to incurred losses on construction defect claims which were approximately $38 million higher than expected. There were 924 new claims, 32% higher than expected. The four states with the largest number of new construction defect claims were California, Nevada, Colorado and Arizona (345 of the total 924 new claims). As a result, OneBeacon claims and actuarial personnel undertook a study to determine the cause of the increase. This study, which was completed in the third quarter of 2003, indicated that most of the increase in activity was due to differences in case reserving philosophies between OneBeacon's and Liberty's claims adjusters, such as the identification and coding of construction defect claims. However, the study also indicated that some of the increase in activity related to an increase in the severity of construction defect claims stemming from increased litigation and resulting adverse court decisions. As a result, OneBeacon recorded an increase for construction defect claim reserves of $98 million in the third quarter of 2003. See Construction Defect Claims in CRITICAL ACCOUNTING ESTIMATES below for further background on construction defect claims.

White Mountains Re

        Financial results and GAAP combined ratios for White Mountains Re for the years ended December 31, 2004, 2003 and 2002 follows:

 
  Year Ended December 31,
Millions

  2004
  2003
  2002
  Gross written premiums   $ 1,933.3   $ 1,414.9   $ 982.0
   
 
 
  Net written premiums   $ 1,246.3   $ 885.7   $ 688.2
   
 
 
  Earned insurance and reinsurance premiums   $ 1,265.5   $ 845.8   $ 635.0
  Net investment income     98.5     50.4     51.5
  Net realized investment gains     29.6     7.7     30.3
  Other revenue     36.1     75.5     53.6
   
 
 
    Total revenues     1,429.7     979.4     770.4
   
 
 
  Losses and LAE     918.9     557.6     442.2
  Insurance and reinsurance acquisition expenses     271.8     198.0     161.2
  Other underwriting expenses     122.9     57.8     41.0
  General and administrative expenses     15.1     19.6     20.6
  Accretion of fair value adjustment to loss and LAE reserves     10.1        
  Interest expense on debt     3.8     2.0     2.0
   
 
 
    Total expenses     1,342.6     835.0     667.0
   
 
 
Pretax earnings   $ 87.1   $ 144.4   $ 103.4
   
 
 
 
  Years Ended December 31,
 
 
  2004
  2003
  2002
 
GAAP ratios:              
  Loss and LAE   73 % 66 % 70 %
  Expense   31 % 30 % 32 %
   
 
 
 
    Total Combined   104 % 96 % 102 %
   
 
 
 

49


White Mountains Re Results—Year Ended December 31, 2004 versus Year Ended December 31, 2003

        White Mountains Re's GAAP combined ratio increased from 96% in 2003 to 104% in 2004, due primarily to $135 million of claims incurred related to significant property catastrophe events in the second half of 2004. These catastrophes, which are discussed further below, increased the combined ratio in 2004 by 11 points. In general, White Mountains Re has experienced favorable underwriting conditions for the past three underwriting years. Earnings from business segments not impacted by the property catastrophe events, and earnings from the recently completed Sirius Acquisition, have partially offset the impact of these natural disasters. Net written premiums, total revenues, and total expenses were all up substantially in 2004 due to the Sirius Acquisition.

        Gross written premiums increased $518 million, or 37% from 2003 to 2004, and net written premiums increased $361 million, or 41% for the same period. This increase is due primarily to the Sirius Acquisition, which contributed $612 million of gross written premiums and $418 million of net written premiums during 2004. Included in these amounts is the U.S. program business written by Sirius America totaling $216 million of gross written premiums and $85 million of net written premiums. Additionally, in late 2003, White Mountains Re, through Folksamerica, entered into the CNA Re agreement and established a Chicago underwriting office. Annual gross written premiums for the 2004 underwriting year resulting from this transaction and the related opening of the Chicago underwriting office were approximately $177 million, of which $129 million was recorded as gross written premium and $91 million as net written premium for the year ended December 31, 2004. Partially offsetting the increases resulting from these transactions was the cancellation of several large casualty treaties at Folksamerica whose pricing or terms did not meet White Mountains Re's underwriting guidelines.

        There were significant levels of property catastrophe activity during the last half of 2004, including the four hurricanes which affected the Southeast United States and the Caribbean, where White Mountains Re has historically been a significant participant in the property reinsurance market. Additionally, Sirius International was exposed to losses from the devastating tsunami that impacted South Asia in December 2004. White Mountains Re believes its underwriting discipline and risk management approach helped to contain these losses to manageable levels. This significant property catastrophe activity during the last half of 2004 resulted in $135 million of pre-tax losses, including $16 million related to the tsunami. There was no significant property catastrophe activity in 2003.

        During 2004, White Mountains Re recorded $11 million of net unfavorable loss reserve development, which contributed 1 point to the loss ratio in 2004, as compared to $46 million, or 5 points in 2003. The 2003 unfavorable development is described in further detail in the section titled White Mountains Re Results—Year Ended December 31, 2003 versus Year Ended December 31, 2002, below. The majority of the unfavorable development recorded in 2004 resulted from certain discontinued lines at Folksamerica as well as run-off operations acquired as part of the Sirius Acquisition. This unfavorable development was partially offset by favorable development in the Sirius International reserve portfolio, stemming mainly from the three most recent underwriting years, and is indicative of the favorable terms and conditions that have existed in the global reinsurance marketplace during that time. Additionally, White Mountains Re recorded $10 million of unfavorable loss development on its workers compensation reserves acquired as part of the Sierra acquisition in 2004. This adverse development was offset dollar-for-dollar by the adjustable note discussed in Note 2—Significant Transactions.

        White Mountains Re receives fee income on reinsurance placements referred to Olympus and is entitled to a profit commission based on net underwriting profits on referred business. The additional capacity provided by the reinsurance relationship with Olympus supports White Mountains Re's ability to offer significant reinsurance protection. White Mountains Re recognized net fee income of $69 million from Olympus in 2004 as compared to $98 in 2003. The decline in the fee income earned is

50



due primarily to the negative impact of the four hurricanes on the profit commission arrangement between White Mountains Re and Olympus.

White Mountains Re Results—Year Ended December 31, 2003 versus Year Ended December 31, 2002

        White Mountains' Re's pretax income was $144 million for 2003, an increase of 40% over the $103 million recorded in 2002. White Mountains Re's GAAP combined ratio improved to 96% for 2003, from 102% for 2002. The improvement in White Mountains Re's combined ratio resulted primarily from more favorable terms and conditions in the reinsurance marketplace, and fewer catastrophe losses affecting White Mountains Re in 2003 as compared to 2002.

        White Mountains Re's gross written premiums increased 44% from 2002 to 2003, while net written premiums increased 29% and earned premiums increased 33%. The increases in net written and earned premiums were due to increased pricing on White Mountains Re's expiring and renewed contracts, increased shares on renewed contracts and new contracts resulting from the increased demand of reinsurance buyers for placing reinsurance with responsible, well-capitalized reinsurers.

        White Mountains Re's total revenues were up 27% in 2003 over 2002, primarily driven by a 33% increase in earned premiums. The increase in earned (and net written) premiums was due to increased pricing on White Mountains Re's expiring and renewed contracts, increased shares on renewed contracts and new contracts resulting from the increased demand of reinsurance buyers for placing reinsurance with responsible, well-capitalized reinsurers. Also contributing to the increase in revenues in 2003 was a $49 million increase ($98 million in 2003 vs $49 million in 2002) in advisory fees and profit commissions received by White Mountains Re on reinsurance placements referred to Olympus, due principally to an increase in the volume of business ceded to Olympus in 2003.

        White Mountains Re experienced approximately $46 million of unfavorable loss reserve development during 2003, primarily due to strengthening of A&E reserves and reserves on Risk Capital casualty lines. White Mountains Re's 2003 loss development for A&E exposures was due to the completion of a detailed A&E market share study. This study compared Folksamerica's share of industry paid losses to estimated industry carried reserves and resulted in Folksamerica increasing its IBNR by approximately $25 million.

51



Esurance

        Esurance's financial results and GAAP combined ratios for the years ended December 31, 2004, 2003 and 2002 follows:

 
  Year Ended December 31,
 
Millions

 
  2004
  2003
  2002
 
  Gross written premiums   $ 201.3   $ 116.4   $ 53.0  
   
 
 
 
  Net written premiums   $ 199.4   $ 116.4   $ 53.0  
   
 
 
 
  Earned insurance and reinsurance premiums   $ 176.5   $ 99.9   $ 40.8  
  Net investment income     3.5     1.3     1.2  
  Net realized investment gains     1.1     .2      
  Other revenue     2.2     .3     1.6  
   
 
 
 
    Total revenues     183.3     101.7     43.6  
   
 
 
 
  Losses and LAE     122.4     81.0     36.6  
  Insurance and reinsurance acquisition expenses     29.4     18.8     9.7  
  Other underwriting expenses     27.7     20.4     22.4  
   
 
 
 
    Total expenses     179.5     120.2     68.7  
   
 
 
 
Pretax earnings (loss)   $ 3.8   $ (18.5 ) $ (25.1 )
   
 
 
 
 
  Years Ended December 31,
 
 
  2004
  2003
  2002
 
GAAP ratios:              
  Loss and LAE   69 % 81 % 89 %
  Expense   33 % 39 % 80 %
   
 
 
 
    Total Combined   102 % 120 % 169 %
   
 
 
 

Esurance Results—Year Ended December 31, 2004 versus Year Ended December 31, 2003

        Esurance's pretax income of $4 million for 2004 represented an improvement over the pretax loss of $19 million in 2003. Esurance's 2004 combined ratio improved to 102% from 120% in 2003 due to improvements in both loss and expense ratios. Esurance's loss ratio improvement resulted from the continued rollout and refinement of Esurance's proprietary auto insurance program. Loss ratio improvement also resulted from better claims performance, driven by the transition from a third party administrator to an in-house claims operation in 2003, as well as 3 points of favorable development on loss reserves.

        The auto program, combined with Esurance's self-service, web-enabled operating platform, allowed Esurance to increase premium volume and in-force policy count while reducing the expense ratio from 39% to 33%. As of December 31, 2004, Esurance's in-force count was 118,513 policies, a 60% increase over December 31, 2003. Increased advertising, particularly in radio and TV, drove policy count growth.

Esurance Results—Year Ended December 31, 2003 versus Year Ended December 31, 2002

        The trends described above that drove Esurance's favorable results in 2004 relative to 2003 also benefitted the 2003 results in relation to 2002. Thus, the pretax loss for Esurance decreased by $7 million in 2003 and the combined ratio fell 49 points, while net written premiums more than doubled.

52



Other Operations

        Other Operations consists of the operations of the Company and the Company's intermediate subsidiary holding companies and the International American Group, as well as White Mountains' investments in Montpelier and Symetra warrants. A summary of White Mountains' financial results from its Other Operations segment for the years ended December 31, 2004, 2003 and 2002 follows:

 
  Year Ended December 31,
 
Millions

 
  2004
  2003
  2002
 
  Gross written premiums   $   $ 41.2   $ 35.0  
   
 
 
 
  Net written premiums   $   $ 33.1   $ 29.5  
   
 
 
 
  Earned insurance and reinsurance premiums   $   $ 31.7   $ 29.7  
  Net investment income     37.5     15.5     (.7 )
  Net realized investment gains     20.8     27.7     12.7  
  Other revenue     10.4     36.3     39.9  
   
 
 
 
    Total revenues     68.7     111.2     81.6  
   
 
 
 
  Losses and LAE     4.6     23.9     28.1  
  Insurance and reinsurance acquisition expenses         4.0     3.8  
  Other underwriting expenses     1.5     10.2     9.1  
  General and administrative expenses     172.0     114.6     49.7  
  Accretion of fair value adjustment to loss and LAE reserves     33.2     48.6     79.8  
  Interest expense on debt     44.3     46.3     69.8  
  Interest expense—dividends and accretion on preferred stock subject to mandatory redemption     47.6     22.3      
   
 
 
 
    Total expenses     303.2     269.9     240.3  
   
 
 
 
Pretax loss   $ (234.5 ) $ (158.7 ) $ (158.7 )
   
 
 
 

        White Mountains' capital raising and capital allocation activities are principally conducted through its holding companies. In this regard, the results of its Other Operations segment primarily relate to financing activities, purchase accounting adjustments relating to the OneBeacon Acquisition, gains and losses recognized from the purchase and sale of certain of the Company's subsidiaries and other assets and general and administrative expenses incurred at the holding company level.

Other Operations Results—Year Ended December 31, 2004 versus Year Ended December 31, 2003

        White Mountains' Other Operations segment reported a pre-tax loss of $235 million for 2004, compared to $159 million for 2003. The increased loss for the year was primarily due to a $20 million increase in incentive compensation accruals, which were driven by a 41% rise in White Mountains' stock price during 2004, and higher gains from the sale of real estate in 2003 ($13 million in 2004 and $43 million in 2003). In addition, interest expense on preferred stock was up $25 million in 2004 due to the inclusion of a full year of expense in pre-tax income in 2004 as opposed to six months included in 2003 as a result of the Company's adoption of SFAS 150, effective July 1, 2003. Prior to the adoption of SFAS 150, the interest expense on preferred stock was classified below the pretax loss line on the income statement as preferred stock dividends.

        During the periods presented, Peninsula was the only operating company in the segment, and therefore it accounts for all of the premiums reported in the tables above. During January 2004, White Mountains sold Peninsula for $23 million. The operations of American Centennial and British Insurance Company are not significant to White Mountains, as those companies have been in run-off since they were acquired in 1999.

53



Other Operations Results—Year Ended December 31, 2003 versus Year Ended December 31, 2002

        White Mountains' Other Operations segment reported pre-tax losses of $159 million for both 2003 and 2002. Incentive compensation accruals increased by $72 million in 2003, but this increase was offset by, among other items, a $43 million decrease in losses on interest rate swap agreements and a $31 million decrease in the accretion of the fair value adjustment on loss reserves acquired in the OneBeacon Acquisition. Interest expense on debt decreased by $24 million in 2003, due to the pay-off of a $260 million loan and the refinancing of $700 million of senior debt and amortization of the previous credit facility. This decrease was offset by the inclusion of $22 million of interest expense on preferred stock as a result of SFAS 150.

II.    Summary of Investment Results

Investment Philosophy

        White Mountains manages all of its consolidated investments through its wholly-owned subsidiary, WM Advisors. White Mountains' investment philosophy is to invest its assets with a view towards maximizing its after-tax total return over extended periods of time. Under this approach, each dollar of after-tax investment income and realized and unrealized gains and losses is valued equally. White Mountains' overall fixed maturity investment strategy is to purchase securities that are attractively priced in relation to perceived credit risks. White Mountains generally manages the interest rate risk associated with holding fixed maturity investments by actively monitoring and maintaining the average duration of the portfolio with the goal of achieving an adequate after-tax total return without subjecting the portfolio to an unreasonable level of interest rate risk. White Mountains' investment portfolio mix as of December 31, 2004 consisted in large part of high-quality, fixed maturity investments and short-term investments, as well as some equity investments and limited partnerships. White Mountains' management believes that prudent levels of investments in common equity securities and other investments within its investment portfolio are likely to enhance after-tax total returns without significantly increasing the risk profile of the portfolio when considered over long periods of time when balanced with leverage and insurance risk considerations. White Mountains seeks to maximize after-tax risk-adjusted returns over the long term.


Investment Returns

        White Mountains generated strong investment returns in 2004. The GAAP total return on invested assets was 7%, while the equity portfolio returned 20% for the year. The equity return was significantly better than the S&P 500, which returned 11% for the year, while the bond portfolio performed in line with its duration and credit characteristics. Management is continuing to keep its fixed maturity portfolio duration relatively short at about 3 years to reflect its concern that interest rates may rise in the next few years. Net investment income was up 24% from last year mainly due to the Sirius Acquisition, after declining 21% in 2003 primarily due to the decline in reserves at OneBeacon as its premium volume was reduced.

        White Mountains sold a portion of its investment in Montpelier common shares during the first quarter of 2004 resulting in a $35 million pre-tax realized gain and, as a result, changed the method of accounting for its remaining Montpelier common shares to the fair value method, resulting in a $33 million increase in after-tax unrealized gains in the first quarter.

Impairment

        See Note 5—Investments of the accompanying consolidated financial statements for White Mountains' analysis of impairment losses on investment securities.

54




NON-GAAP FINANCIAL MEASURES

        This report includes two non-GAAP financial measures that have been reconciled to their most comparable GAAP financial measures. White Mountains believes these measures to be more relevant than comparable GAAP measures in evaluating White Mountains' financial performance.

        Adjusted comprehensive net income is a non-GAAP measure that excludes the change in net unrealized gains from Symetra's fixed maturity portfolio from comprehensive net income. GAAP requires these assets to be marked-to-market, which results in gains during periods when interest rates fall and losses in periods when interest rates rise. Because the liabilities related to the life insurance and structured settlement products that these assets support are not marked-to-market, it is likely that the economic impact on Symetra would be the opposite of that shown under GAAP (i.e., in general, Symetra's intrinsic value increases when interest rates rise and decreases when interest rates fall). The reconciliation of adjusted comprehensive net income to comprehensive net income is included on page 43.

        Book value per share is derived by dividing the Company's total GAAP shareholders' equity as of a given date by the number of Common Shares outstanding as of that date, including the dilutive effects of outstanding Options and warrants to acquire Common Shares, as well as the unamortized accretion of preferred stock. Fully converted tangible book value per share is a non-GAAP measure which is derived by expanding the GAAP book value per share calculation to include the effects of assumed conversion of all convertible securities and to exclude any unamortized goodwill and net unrealized gains from Symetra's fixed maturity portfolio. The reconciliation of fully converted tangible book value per share to book value per share is included on page 42.


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 dividends and tax sharing payments received from its insurance and reinsurance operating subsidiaries, financing activities and net investment income and proceeds from sales and maturities of holding company investments. The primary uses of cash are interest payments on the Senior Notes, dividend payments on the Berkshire and Zenith Preferred Stock as well as on Common Shares, purchases of investments and holding company operating expenses.

        Operating subsidiary level.    The primary sources of cash for White Mountains' insurance and reinsurance operating subsidiaries are premium collections, net investment income and proceeds from sales and maturities of investments. The primary uses of cash are claim payments, policy acquisition costs, operating expenses, the purchase of investments and dividend and tax sharing payments made to parent holding companies.

        Both internal and external forces influence White Mountains' financial condition, results of operations and cash flows. Claim settlements, premium levels and investment returns may be impacted by changing rates of inflation and other economic conditions. In many cases, significant periods of time, ranging up to several years or more, may lapse between the occurrence of an insured loss, the reporting of the loss to White Mountains and the settlement of the liability for that loss. The exact timing of the payment of claims and benefits cannot be predicted with certainty. White Mountains' insurance and reinsurance operating subsidiaries maintain portfolios of invested assets with varying maturities and a substantial amount of short-term investments to provide adequate cash for the payment of claims.

        Management believes that White Mountains' cash balances, cash flows from operations, routine sales of investments and the liquidity provided by its Bank Facility are adequate to meet expected cash requirements for the foreseeable future on both a holding company and insurance and reinsurance operating subsidiary level.

55




Dividend Capacity

        Under the insurance laws of the states and jurisdictions under which White Mountains' insurance and reinsurance operating subsidiaries are domiciled, an insurer is restricted with respect to the timing or the amount of dividends it may pay without prior approval by regulatory authorities. Accordingly, there can be no assurance regarding the amount of such dividends that may be paid by such subsidiaries in the future. Following is a description of the ability of White Mountains' insurance and reinsurance operating subsidiaries to pay dividends to the Company and certain of its intermediate holding companies:

OneBeacon:

        Generally, OneBeacon's regulated insurance operating subsidiaries have the ability to pay dividends during any 12 month period without the prior approval of regulatory authorities in an amount equal to the greater of prior year statutory net income or 10% of prior year end statutory surplus, subject to the availability of unassigned funds. As a result, based on 2004 statutory net income, OneBeacon's top tier regulated insurance operating subsidiaries have the ability to pay $325 million of dividends during 2005 without prior approval of regulatory authorities, subject to the availability of unassigned funds. As of December 31, 2004, OneBeacon's top tier regulated insurance operating subsidiaries had $1.3 billion of unassigned funds available for dividend distribution.

        In addition, as of December 31, 2004, OneBeacon had $195 million of cash and investments outside of its regulated insurance operating subsidiaries available for distribution during 2005. During 2004, OneBeacon paid $305 million of cash dividends to Fund American.

White Mountains Re:

        Folksamerica's principal regulated reinsurance operating subsidiary has the ability to pay dividends during any 12 month period without the prior approval of regulatory authorities in an amount equal to the lesser of net investment income, as defined by statute, or 10% of statutory surplus, in both cases as most recently reported to regulatory authorities, subject to the availability of earned surplus. As a result, based upon December 31, 2004 statutory surplus of $917 million, Folksamerica's principal regulated reinsurance operating subsidiary would have the ability to pay approximately $92 million of dividends during 2005 without prior approval of regulatory authorities, subject to the availability of earned surplus. As of December 31, 2004, Folksamerica's principal regulated reinsurance operating subsidiary had $17 million of earned surplus, therefore it can pay dividends of $17 million plus additional earned surplus reported during 2005, subject to the $92 million limitation discussed above.

        As of December 31, 2004, WMU had $3 million of cash and investments available for distribution during 2005. In addition, WMU has the ability to distribute its 2005 earnings without restriction. During 2004, WMU paid $60 million of cash dividends to its immediate parent.

        In addition, as of December 31, 2004, White Mountains Re had approximately $97 million of cash and investments outside of its regulated insurance and reinsurance operating subsidiaries available for distribution during 2005.


Safety Reserve

        In accordance with provisions of Swedish law, Sirius International can voluntarily transfer its pretax earnings, or a portion thereof, subject to certain limitations, into an untaxed reserve referred to as a safety reserve. The safety reserve is a Swedish regulatory concept that has no equivalent under GAAP. Accordingly, under GAAP, an amount equal to Sirius International's safety reserve of $1.1 billion at December 31, 2004, net of the related deferred tax liability established at the statutory Swedish tax rate of 28%, is classified as equity. Generally, this deferred tax liability is only required to be paid by Sirius

56



International if it fails to maintain predetermined levels of premium writings in future years. As a result of the indefinite deferral of these taxes, Swedish regulatory authorities do not apply any taxes to the safety reserve when calculating solvency capital under Swedish insurance regulations.


Keep-Well

        On November 30, 2004, White Mountains completed a significant corporate reorganization, through which ownership of Folksamerica was transferred to White Mountains Re from Fund American. In order to effect the reorganization, White Mountains and Fund American entered into or amended certain agreements with respect to the Berkshire Preferred Stock. Under the terms of a Keep-Well Agreement dated November 30, 2004 between White Mountains and Fund American (the "Keep-Well"), White Mountains has agreed to return to Fund American up to approximately $1.1 billion, which equals the amount of net assets transferred out of Fund American as a result of the reorganization, if some or all of that amount is required by Fund American to meet its obligations to Berkshire under the Berkshire Preferred Stock. Additionally, the Keep-Well limits the aggregate amount of distributions that White Mountains may make to its shareholders to approximately $1.3 billion plus White Mountains' aggregate consolidated net income after September 30, 2004. The Keep-Well will expire when all obligations of the Berkshire Preferred Stock, which is redeemable in May 2008, have been satisfied, or when approximately $1.1 billion has been returned to Fund American.


Insurance Float

        Insurance float is an important dynamic of White Mountains' operations that must be managed effectively. Float is money that an insurance company holds for a limited time. In an insurance operation, float arises because premiums are collected before losses are paid. This interval can extend over many years. During that time, the insurer invests the money. When the premiums that an insurer collects do not cover the losses and expenses it eventually must pay, the result is an underwriting loss, which is considered to be the cost of float. The amount and cost of float for White Mountains is affected by underlying market conditions, as well as acquisitions or dispositions of insurance and reinsurance businesses. Although insurance float can be calculated using numbers determined under GAAP, insurance float is not a GAAP concept and therefore there is no comparable GAAP measure.

57


        One of the means by which White Mountains calculates its insurance float is by taking its net investment assets and subtracting its total tangible capital. The following table illustrates White Mountains' consolidated insurance float position as of the past five year-ends:

 
  December 31,
 
($ in millions)

 
  2004
  2003
  2002
  2001
  2000
 
Total investments   $ 10,529.5   $ 8,547.5   $ 8,899.4   $ 9,005.7   $ 2,102.2  
Cash     243.1     89.9     121.5     67.4     4.4  
Investment in unconsolidated insurance affiliate(s)     466.6     515.9     399.9     311.1     130.6  
Equity in net unrealized gains from Symetra's fixed maturity portfolio     (56.6 )                
Accounts receivable on unsettled investment sales     19.9     9.1     160.8     75.2      
Accounts payable on unsettled investment purchases     (30.9 )   (371.6 )   (495.2 )   (311.2 )   (.2 )
Interest-bearing funds held by ceding companies(1)     516.9     70.4     50.1     42.9     23.4  
Interest-bearing funds held under reinsurance treaties(1)     (105.1 )   (152.5 )   (236.2 )   (311.0 )   (400.6 )
   
 
 
 
 
 
  Net investment assets   $ 11,583.4   $ 8,708.7   $ 8,900.3   $ 8,880.1   $ 1,859.8  
   
 
 
 
 
 
Total common shareholders' equity   $ 3,883.9   $ 2,979.2   $ 2,407.9   $ 1,444.6   $ 1,046.5  
Debt     783.3     743.0     793.2     1,125.4     96.0  
Preferred stock subject to mandatory redemption     211.9     194.5     180.9     170.3      
Convertible preference shares             219.0          
Less:                                
    Unamortized deferred credits and goodwill     (20.0 )   (20.3 )       660.2     66.8  
    Equity in net unrealized gains from Symetra's fixed maturity portfolio     (56.6 )                
   
 
 
 
 
 
  Total tangible capital   $ 4,802.5   $ 3,896.4   $ 3,601.0   $ 3,400.5   $ 1,209.3  
   
 
 
 
 
 
  Insurance float   $ 6,780.9   $ 4,812.3   $ 5,299.3   $ 5,479.6   $ 650.5  
   
 
 
 
 
 
Insurance float as a multiple of total tangible capital     1.4 x   1.2 x   1.5 x   1.6 x   0.5 x
Net investment assets as a multiple of total tangible capital     2.4 x   2.2 x   2.5 x   2.6 x   1.5 x
Insurance float as a multiple of common shareholders' equity     1.7 x   1.6 x   2.2 x   3.8 x   0.6 x
Net investment assets as a multiple of common shareholders' equity     3.0 x   2.9 x   3.7 x   6.1 x   1.8 x
   
 
 
 
 
 

(1)
Excludes funds held by ceding companies from which White Mountains does not receive interest credits and excludes funds held by White Mountains under reinsurance treaties for which White Mountains does not provide interest credits.

        White Mountains has historically obtained its float primarily through acquisitions, as opposed to organic growth. For each of the years in the three-year period ending December 31, 2004, White Mountains has had negative cash flows from operations but has generated significant float from its insurance and reinsurance operations. This is due to the fact that White Mountains' cash flow from operations does not reflect cash and investments generated by the acquisition of insurance and

58



reinsurance businesses in recent years. Post-acquisition, such companies are often placed into partial or complete run-off, thereby resulting in negative cash flows from operations as the investments acquired are liquidated over time to pay claims.

        In the case of OneBeacon, the substantial amount of float initially acquired with the OneBeacon Acquisition has shrunk as a result of OneBeacon's re-underwriting efforts and the effects of the Liberty Agreement. OneBeacon's float is expected to continue to shrink during 2005 as older, long-tailed loss reserves are paid and are not replaced with the same level of current writings as those written in the past. In the case of White Mountains Re, its float increased substantially in 2004 as a result of the Sirius and Sierra acquisitions. White Mountains Re's float is expected to increase during 2005 as a result of higher premium writings from its increased capital base and acquisitions over the past few years.

        It is White Mountains' intention to generate low-cost float over time through a combination of acquisitions and/or by organic growth in its existing insurance and reinsurance operations. However, White Mountains will seek to increase its float organically only when market conditions allow for an expectation of generating underwriting profits.


Financing

        The following table summarizes White Mountains' capital structure as of December 31, 2004 and 2003:

 
  December 31,
 
$ in millions

 
  2004
  2003
 
Senior Notes, carrying value   $ 698.3   $ 698.1  
Bank Facility          
Other debt of operating subsidiaries(1)     85.0     44.9  
   
 
 
  Total debt     783.3     743.0  
Preferred stock subject to mandatory redemption     211.9     194.5  
Total common shareholders' equity     3,883.9     2,979.2  
Unamortized goodwill of consolidated limited partnerships     (20.0 )   (20.3 )
Equity in net unrealized gains from Symetra's fixed maturity portfolio     (56.6 )    
   
 
 
  Total tangible capital   $ 4,802.5   $ 3,896.4  
   
 
 
Senior Notes to total tangible capital     15 %   18 %
Total debt to total tangible capital     16 %   19 %
Total debt and preferred stock to total tangible capital     21 %   24 %

(1)
See Note 6—Debt of the accompanying Consolidated Financial Statements for a discussion of operating subsidiary debt.

        Management believes that White Mountains' strong financial position provides it with the flexibility and capacity to obtain funds externally as needed through debt or equity financing on both a short-term and long-term basis. In May 2003, White Mountains reduced its cost of capital and significantly reduced its near-term obligations by fully prepaying its previous $740 million amortizing bank facility, principally through the net proceeds from the issuance of the Senior Notes, which were issued by Fund American through a public offering. The Senior Notes bear a fixed annual interest rate of 5.9% and mature in May 2013. In July 2003, White Mountains enhanced its access to the capital markets by having a shelf registration declared effective by the SEC for offerings of up to $2.0 billion in debt and/or equity securities.

59



        In August 2004, Fund American restructured and re-syndicated its existing $300 million Bank Facility to increase the availability under the revolving credit facility to $400 million and to extend the maturity from September 2006 to August 2009. Under the Bank Facility, for which both Fund American and the Company are permitted borrowers, the Company guarantees all obligations of Fund American, and Fund American guarantees all borrowings of the Company, subject to certain limitations imposed by the terms of the Berkshire Preferred Stock. As of December 31, 2004, the Bank Facility was undrawn.

        In connection with its acquisition of the Sierra Group on March 31, 2004, Folksamerica entered into a $62 million purchase note (the "Sierra Note"), $58 million of which will be adjusted over its approximate six-year term to reflect favorable or adverse loss reserve development on the acquired reserve portfolio and run-off of remaining policies in force (mainly workers compensation business) as well as certain other balance sheet protections. During 2004, the Sierra Note was reduced by $12 million as a result of adverse development on the acquired reserves and run-off of unearned premiums.

        In connection with its acquisition of Atlantic Specialty on March 31, 2004, OneBeacon issued a $20 million ten-year note to the seller (the "Atlantic Specialty Note"). OneBeacon is required to repay $2 million of principal on the notes per year, commencing with the first payment due on January 1, 2007.

        Fund American's Senior Notes are currently rated "Baa2" (Adequate, the 9th highest of 21 ratings) with a stable outlook by Moody's and "BBB-" (Adequate, the 10th highest of 24 ratings) with a positive outlook by S&P and "BBB" (Good, the 9th highest of 24 ratings) with a stable outlook by Fitch Ratings. It is possible that, in the future, one or more of the rating agencies may lower White Mountains' existing ratings. If one or more of its ratings were downgraded, White Mountains could incur higher borrowing costs and its ability to access the capital markets could be impacted. In addition, White Mountains' insurance and reinsurance operating subsidiaries could be adversely impacted by a downgrade in their financial strength ratings, including a possible reduction in demand for their products in certain markets.

        The Senior Notes were issued under an indenture which contains restrictive covenants that, among other things, limit the ability of the Company, Fund American and their respective subsidiaries to create liens and enter into sale and leaseback transactions and substantially limits the ability of Fund American and its respective subsidiaries to consolidate, merge or transfer their properties and assets. The indenture does not contain any financial ratios or specified levels of net worth or liquidity to which the Company or Fund American must adhere. At December 31, 2004, White Mountains was in compliance with all of the covenants under the Senior Notes, and anticipates it will continue to remain in compliance with these covenants for the foreseeable future.

        The Bank Facility contains various affirmative, negative and financial covenants which White Mountains considers to be customary for such borrowings and include maintaining certain minimum net worth and maximum debt to capitalization standards for White Mountains. Failure to meet one or more of these covenants could result in an event of default, which ultimately could eliminate availability under the facility and result in acceleration of principal repayment on any amounts outstanding. At December 31, 2004, White Mountains was in compliance with all of the covenants under the Bank Facility, and anticipates it will continue to remain in compliance with these covenants for the foreseeable future.

60




Contractual Obligations and Commitments

        Below is a schedule of White Mountains' material contractual obligations and commitments as of December 31, 2004:

Millions

  Due in
One Year
or Less

  Due in
Two to Three
Years

  Due in
Four to Five
Years

  Due After
Five
Years

  Total
Debt   $   $ 17.0   $ 4.0   $ 764.0   $ 785.0
Mandatorily redeemable preferred stock             300.0     20.0     320.0
Loss and LAE reserves(1)     2,967.9     3,026.4     1,485.0     2,588.2     10,067.5
Reserves for structured contracts     69.5     102.9     68.5     135.0     375.9
Interest on debt and dividends and accretion on preferred stock subject to mandatory redemption     98.0     216.0     119.6     149.5     583.1
Long-term incentive compensation     248.1     250.3     6.2     61.3     565.9
Operating leases     41.8     71.8     26.3     28.6     168.5
   
 
 
 
 
  Total contractual obligations   $ 3,425.3   $ 3,684.4   $ 2,009.6   $ 3,746.6   $ 12,865.9
   
 
 
 
 

(1)
Represents expected future cash outflows resulting from loss and LAE payments. Accordingly, these balances exclude the discount on OneBeacon's workers compensation loss and LAE reserves of $259.4 million and the remaining purchase accounting fair value adjustment of $409.6 million related to the OneBeacon and Sirius acquisitions as they are non-cash items. Further, the amounts presented include reinsurance recoverables recorded of $3,797.4 million.

        White Mountains' loss reserves do not have contractual maturity dates. However, based on historical payment patterns, the preceding table includes an estimate of when management expects White Mountains' loss reserves to be paid. The timing of claim payments is subject to significant uncertainty. White Mountains maintains a portfolio of marketable investments with varying maturities and a substantial amount of short-term investments to provide adequate cash flows for the payment of claims.

        The balances included in the table above regarding White Mountains' long-term incentive compensation plans include amounts payable for performance shares and units, as well as deferred compensation balances. Exact amounts to be paid cannot be predicted, for performance shares, with certainty, as the ultimate amounts of these liabilities are based on future performance of the Company and the market price of Common Shares at the time the payments are made. The estimated payments reflected in the table are based on current accrual factors (Common Share price and pay-out percentage) and assume that all outstanding balances were 100% vested as of December 31, 2004.

        There are no provisions within White Mountains' 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 arrangement requiring it to guarantee payment of third party debt, lease payments or to fund losses of an unconsolidated special purpose entity, except as noted in the following paragraph.

        Through Sirius International, White Mountains has a long term investment as a stockholder in LUC Holdings, an entity that has entered into a head lease to rent the London Underwriting Center ("LUC") through 2016. LUC Holdings in turn subleases space in the LUC. In the LUC Holdings stockholders agreement, the stockholders have guaranteed any shortfall between the head lease and the sub-leases on a joint and several basis. As a consequence, in recent years the stockholders have funded an operating shortfall of LUC. At December 31, 2004, White Mountains has recorded a liability of $10 million for its share of the expected future shortfall between LUC Holdings' head lease payments

61



and sub-lease receipts. White Mountains does not believe that future shortfalls, if any, will have a material impact on its results of operations.

        White Mountains also has future binding commitments to fund certain limited partnership investments. These commitments, which total approximately $25.9 million, do not have fixed funding dates and are therefore excluded from the table above.

        Detailed information concerning White Mountains' liquidity and capital resource activities during 2004, 2003 and 2002 follows:

For the year ended December 31, 2004

Financing and Other Capital Activities

        On June 29, 2004, Berkshire exercised of all of its warrants to purchase 1,724,200 Common Shares of White Mountains for $294 million. Berkshire acquired the warrants in connection with the financing of White Mountains' acquisition of OneBeacon in 2001. The warrants were exercisable at any time until May 2008 and callable by the Company on or after May 31, 2005. In consideration for the early exercise of the warrants, Berkshire and the Company agreed to reduce the exercise price by approximately 2%.

        During 2004, White Mountains declared and paid dividends of $9 million, $28 million and $2 million to holders of Common Shares, the Berkshire Preferred Stock and the Zenith Preferred Stock, respectively.

        During 2004, Fund American restructured and re-syndicated the Bank Facility to extend its maturity and to increase the availability of the revolving credit facility to $400 million.

        During 2004, White Mountains paid a total of $41 million in interest under the Senior Notes.

        During 2004, OneBeacon declared and paid a total of $305 million in cash dividends to Fund American. Also during 2004, WMU paid a total of $60 million of cash dividends to its immediate parent. On March 31, 2004, OneBeacon distributed Folksamerica to Fund American.

        During 2004, the Company issued a net total of 3,938 Common Shares to its employees through the exercise of Options during the year and the Company received cash proceeds of $.5 million in connection with these Option exercises. In addition, during the first quarter of 2004, White Mountains issued 27,772 Common Shares to employees of OneBeacon in connection with OneBeacon's employee stock ownership plan. OneBeacon paid $13 million to the Company in consideration for these Common Shares.

        On August 27, 2004, White Mountains repaid the $25 million note that was issued as part of the financing of its 2001 acquisition of C-F Insurance Company.

Acquisitions and Dispositions

        During 2004, White Mountains acquired Sirius for $428 million, 19% of Symetra for $195 million, Tryg-Baltica for $58 million, the Sierra Group for $14 million in cash and a $62 million note and Atlantic Specialty for $30 million in cash and a $20 million note.

        During 2004, White Mountains sold Potomac for $22 million, Western States, as well as its boiler inspection service business, for $15 million (both subsidiaries of OneBeacon) and Peninsula for $23 million.

        See Note 2—Significant Transactions of the accompanying Consolidated Financial Statements for further discussion of these transactions.

62



Other Liquidity and Capital Resource Activities

        During the first quarter of 2004, White Mountains sold 4.5 million common shares of Montpelier to third parties for net proceeds of $155.3 million. Also during the first quarter of 2004, White Mountains purchased additional warrants to acquire 2.4 million common shares of Montpelier from an existing warrant holder for $54.1 million in cash.

        During the first quarter of 2004, White Mountains made payments amounting to $127 million, in cash or by deferral into certain non-qualified compensation plans of the Company or its subsidiaries, to participants in its long-term incentive compensation plans. These payments were made with respect to 167,782 performance shares at payout levels ranging from 93% to 200% of target.

For the year ended December 31, 2003

Financing and Other Capital Activities

        In May 2003, Fund American issued the Senior Notes for net proceeds of $693 million. Using proceeds from the Senior Notes, Fund American repaid the entire $615 million of term loans outstanding under its previous bank facility. In addition, on May 27, 2003, using the remaining $78 million in proceeds from the Senior Notes and cash on hand, Fund American repaid the entire $125 million of revolving loans outstanding under its previous bank facility. In connection with the repayment of its previous bank facility, Fund American paid an aggregate $56 million to unwind all of its existing interest rate swap agreements.

        In September 2003, Fund American established its $300 million revolving Bank Facility. As discussed earlier, this Bank Facility was restructured and re-syndicated in August 2004.

        During 2003, White Mountains paid a total of $20 million in interest under the Senior Notes.

        During 2003, White Mountains made scheduled principal amortization payments of $7 million and paid a total of $23 million in interest under its previous bank facility, including $11 million paid under the interest rate swap agreements, prior to its repayment.

        During 2003, White Mountains declared and paid dividends of $8 million, $28 million and $2 million to holders of Common Shares, the Berkshire Preferred Stock and the Zenith Preferred Stock, respectively.

        During 2003, White Mountains filed a shelf registration statement, which was declared effective by the SEC in July 2003, for offerings of up to $2.0 billion in debt and/or equity securities.

        During 2003, OneBeacon declared and paid a total of $235 million in cash dividends to Fund American. Also during 2003, WMU paid a total of $35 million in cash dividends to its immediate parent, White Mountains Re, and WM Advisors paid a total of $10 million in cash dividends to Fund American.

        During 2003, the Company issued a total of 11,116 Common Shares to its employees through the exercise of Options and, as a result, the Company received cash proceeds of $1.5 million in connection with these Option exercises.

Acquisitions and Dispositions

        During 2003, OneBeacon sold one of its subsidiaries, NFU Standard, for $22 million.

Other Liquidity and Capital Resource Activities

        During the first quarter of 2003, White Mountains paid a total of 45,000 performance shares (relating to the 2000-2002 performance period) at 200%, amounting to $29 million, to its participants in

63



cash, Common Shares or by deferral into certain non-qualified compensation plans of the Company or its subsidiaries. In the second quarter of 2003, White Mountains made performance share payments amounting to $13 million in cash or by deferral into certain non-qualified compensation plans of the Company. The payments on these additional performance shares in the second quarter represented accelerated payments to certain non-employee directors of the Company for performance periods originally scheduled to end on December 31, 2003, 2004 and 2005.

For the year ended December 31, 2002

Financing and Other Capital Activities

        During 2002, White Mountains sold $225 million of its equity securities in a private transaction and used the proceeds, along with cash on hand, to repay in full the $260 million Seller Note to Aviva, along with approximately $23 million of related accrued interest.

        During 2002, White Mountains made scheduled principal amortization payments of $78 million and interest payments of $55 million (including $18 million paid under related interest rate swap agreements) on its previous bank facility.

        During 2002, OneBeacon declared and paid a total of $173 million in cash dividends to Fund American.

        During 2002, White Mountains declared and paid a total of $31 million in dividends on the Berkshire Preferred Stock, the Zenith Preferred Stock and the Convertible Preference Shares. Also in 2002, the Company declared and paid an annual dividend of $8 million to its common shareholders

        During 2002, the Company issued a total of 23,200 Common Shares to its employees in satisfaction of performance share and Option obligations under White Mountains' Long-Term Incentive Plan (the "Incentive Plan"). The Company received proceeds of $1.3 million as a result of exercises of Options to acquire 11,500 Common Shares during the period.

        In December 2002, OBPP borrowed $8 million from a related third party.

Acquisitions and Dispositions

        On April 25, 2002, Folksamerica acquired Imperial for $4 million including related expenses.

Other Liquidity and Capital Resource Activities

        In July and August of 2002, White Mountains received federal tax refunds totaling $167 million representing accelerated recoveries of carryback losses from 2001 under the Job Creation and Worker Assistance Act of 2002.

        During 2002, White Mountains paid a total of 31,300 performance shares (relating to the 1999-2001 performance period) at a 200% value, amounting to $21 million, to its participants in cash, Common Shares or by deferral into certain non-qualified compensation plans of the Company or its subsidiaries.


RELATED PARTY TRANSACTIONS

        See Note 17—"Related Party Transactions" in the accompanying Consolidated Financial Statements.


CRITICAL ACCOUNTING ESTIMATES

        Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's consolidated financial statements, which have been prepared in accordance with GAAP.

64



The financial statements presented herein include all adjustments considered necessary by management to fairly present the financial position, 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.

        In the current year presentation of financial information, certain amounts in the prior period financial statements have been reclassified to conform with the current presentation. White Mountains has completed numerous significant transactions during the periods presented that have affected the comparability of the financial statement information presented herein.

        On an ongoing basis, management evaluates its estimates, including those related to loss and LAE reserves, purchase accounting, reinsurance estimates and its pension benefit obligations. Management 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 judgements about the carrying values of assets and liabilities that are not readily apparent from other sources.

        Management believes that its critical accounting policies affect its more significant estimates used in the preparation of its consolidated financial statements. The descriptions below are summarized and have been simplified for clarity.


1.    Loss and Loss Adjustment Expenses

OneBeacon

    Non-Asbestos and Environmental Reserves

        OneBeacon 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.

        Reserves are typically comprised of (1) case reserves for claims reported and (2) reserves for losses that have occurred but for which claims have not yet been reported, referred to as incurred but not reported ("IBNR") reserves, which 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.

        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. OneBeacon'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 statistical bureaus, consulting firms and reinsurance companies, is sometimes used to supplement or corroborate OneBeacon's own experience, and can be especially useful for estimating costs of new business. For some lines of business, such as "long-tail" coverages discussed below, claims data reported in the most recent accident year is often too limited to provide a meaningful basis for analysis due to the typical delay in reporting of claims. For this type of business, OneBeacon uses a selected loss ratio method for the initial accident year or years. This is a standard and accepted actuarial reserve estimation method

65



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.

        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 settled. This time lag is sometimes referred to as the "claim-tail". The claim-tail for most property coverages is typically short (usually a few days up to a few months). The claim-tail for liability/casualty coverages, such as automobile liability, general liability, products liability, multiple peril coverage, and workers compensation, can be especially long as claims are often reported and ultimately paid or settled years, even decades, after the related loss events occur. During the long claims reporting and settlement period, additional facts regarding coverages written in prior accident years, as well as about actual claims and trends may become known and, as a result, OneBeacon may adjust its reserves. If management determines that an adjustment is appropriate, the adjustment is booked in the accounting period in which such determination is made in accordance with GAAP. 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, respectively.

        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 reliably. Because of the factors previously discussed, this process requires the use of informed judgment and is inherently uncertain.

        OneBeacon's actuaries use several generally accepted actuarial methods to evaluate its loss reserves, each of which has its own strengths and weaknesses. OneBeacon 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 equal the expected ultimate losses than cumulative incurred amounts. In addition, and for similar reasons, historical

66


      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.

    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 written 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.

    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.

    Construction Defect Claims

        OneBeacon's general liability and multiple peril lines of business have been significantly impacted by an increasing number of construction defect claims. Construction defect is a liability allegation relating to defective work performed in the construction of structures such as apartments, condominiums, single family dwellings or other housing, as well as the sale of defective building materials. Such claims seek recovery due to damage caused by alleged deficient construction techniques or workmanship. Much of the increase in claims activity has been generated by plaintiffs' lawyers who approach new homeowners, and in many cases homeowner associations with large numbers of homeowners in multi-residential complexes, about defects or other flaws in their homes. The increasing number of claims for construction defects began with claims relating to exposures in California. Then, as plaintiffs' lawyers organized suits in other states with high levels of multi-residential construction, construction defect claims were reported in nearby western states, such as Colorado and Nevada, and eventually throughout the country. The reporting of such claims can be quite delayed as the statute of limitations can be up to ten years. Court decisions have expanded insurers' exposure to construction defect claims as well. For example, in 1995 California courts adopted a "continuous trigger" theory in which all companies that had ever insured a property that was alleged to have been damaged by defective construction must respond to the claimant, even if evidence of the alleged damage did not appear until after the insurance period had expired. As a result, claims may be reported more than ten years after a project has been completed as litigation can proceed for several years before an insurance company is identified as a potential contributor. Recently, claims have also emerged from parties claiming additional insured status on policies issued to other parties (e.g., such as contractors seeking coverage on a sub-contractor's policy).

67


        A large number of construction defect claims have been identified relating to coverages that OneBeacon had written in the past through Commercial Union and General Accident and their subsidiaries in California, Colorado, Nevada, Washington and Oregon. Management has sought to mitigate future construction defect risks in all states by no longer providing insurance to certain residential general contractors and sub-contractors involved in multi-habitational projects. Mitigating actions also included initiating the withdrawal from problematic sub-segments within OneBeacon's construction book of business, such as street and road construction, water, sewer and pipeline construction, and dam, waterway, railroad and subway construction. Management has undertaken actions to mitigate future risks related to construction defect claims and believes that the number of reported construction defect claims relating to coverages written in the past peaked in 2004 and will begin to decline. In addition, in reserving for these claims, there is additional uncertainty due to the potential for further unfavorable judicial rulings and regulatory actions.

    Asbestos and Environmental ("A&E") Reserves

        OneBeacon's reserves include provisions made for claims that assert damages from A&E related exposures. Asbestos claims relate primarily to injuries asserted by those who came in contact with asbestos or products containing asbestos. Environmental claims relate primarily to pollution and related clean-up cost obligations, particularly as mandated by federal and state environmental protection agencies. In addition to the factors described above under "Non-Asbestos and Environmental Reserves" regarding the reserving process, OneBeacon estimates its A&E reserves based upon, among other factors, facts surrounding reported cases and exposures to claims, such as policy limits and deductibles, current law, past and projected claim activity and past settlement values for similar claims, as well as analysis of industry studies and events, such as recent settlements and asbestos-related bankruptcies. The cost of administering A&E claims, which is an important factor in estimating loss reserves, tends to be higher than in the case of non-A&E claims due to the higher legal costs typically associated with A&E claims. Due to the inherent difficulties in estimating ultimate A&E exposures, OneBeacon does not estimate a range for A&E incurred losses.

        OneBeacon's A&E losses resulted primarily from the operations of the Employers Group, an entity acquired by one of the legacy companies in 1971. These operations, including business of Employers Surplus Lines Insurance Company and Employers Liability Assurance Corporation, provided primary and excess liability insurance for commercial insureds, including Fortune 500-sized accounts, some of whom subsequently experienced claims for A&E losses. OneBeacon stopped writing such coverage in 1984.

        OneBeacon's liabilities for A&E losses from business underwritten in the recent past are substantially limited by the application of exclusionary clauses in the policy language that eliminated coverage of such claims. After 1987 for pollution and 1992 for asbestos, most liability policies contained industry-standard absolute exclusions of such claims. In earlier years, various exclusions were also applied, but the wording of those exclusions was less strict and subsequent court rulings have reduced their effectiveness.

        OneBeacon also incurred A&E losses via its participation in industry pools and associations. The most significant of these pools was Excess Casualty Reinsurance Association ("ECRA"), which provided excess liability reinsurance to U.S. insurers from 1950 until the early 1980s. ECRA incurred significant liabilities for A&E, of which OneBeacon bears approximately a 4.7% share, or $65 million at December 31, 2004 (compared to $66 million at December 31, 2003), which is fully reflected in OneBeacon's loss and LAE reserves.

        More recently, since the 1990s, OneBeacon has experienced an influx of claims from commercial insureds, including many non-Fortune 500-sized accounts written during the 1970s and 1980s, who are named as defendants in asbestos lawsuits. As a number of large well-known manufacturers of asbestos

68



and asbestos-containing products have gone into bankruptcy, plaintiffs have sought recoveries from peripheral defendants, such as installers, transporters or sellers of such products, or from owners of premises on which the plaintiffs' exposure to asbestos allegedly occurred. At December 31, 2004, 664 policyholders had asbestos-related claims against OneBeacon. In 2004, 112 new insureds with such peripheral involvement presented asbestos claims under prior OneBeacon policies.

        Historically, most asbestos claims have been asserted as product liability claims. Recently, insureds who have exhausted the available products liability limits of their insurance policies have sought payment for asbestos claims under the premises and operations coverage of their liability policies. It is more difficult for plaintiffs to establish losses as stemming from premises and operations exposures, which requires proof of the defendant's negligence, rather than products liability under which strict legal liability applies. Hence, there are fewer of such claims and there is a great deal of variation in damages awarded for the actual injuries. Additionally, several accounts that seek such coverage find that previously paid losses exhausted the aggregate limits under their policies. In these situations there is no coverage for these claims. There are currently 148 active claims against OneBeacon without product liability coverage asserting operations or premises coverage.

        Immediately prior to White Mountains' acquisition of OneBeacon, OneBeacon purchased a reinsurance contract with NICO under which OneBeacon is entitled to recover from NICO up to $2.5 billion in the future for asbestos claims arising from business written by OneBeacon in 1992 and prior, environmental claims arising from business written by OneBeacon in 1987 and prior, and certain other exposures. Under the terms of the NICO Cover, NICO receives the economic benefit of reinsurance recoverables from certain of OneBeacon's third party reinsurers in existence at the time the NICO Cover was executed ("Third Party Recoverables"). As a result, the Third Party Recoverables serve to protect the $2.5 billion limit of NICO coverage for the benefit of OneBeacon. Any amounts uncollectible from third party reinsurers due to dispute or the reinsurers' financial inability to pay are covered by NICO under its agreement with OneBeacon. Third Party Recoverables are typically for the amount of loss in excess of a stated level each year. Of claim payments in the past 11 years, approximately 63% of asbestos losses and 39% of environmental losses have been recovered under the historical third party reinsurance.

        OneBeacon estimates that on an incurred basis it has exhausted approximately $1.7 billion of the coverage provided by NICO at December 31, 2004. At December 31, 2004, $14.3 million of the $1.7 billion of exhausted coverage from NICO related to uncollectible Third Party Recoverables. Net losses paid totaled approximately $682 million as of December 31, 2004, with $95 million paid in 2004. Asbestos payments during 2004 reflect payments resulting from intensified efforts by claimants to resolve asbestos claims prior to enactment of potential Federal asbestos legislation. To the extent that OneBeacon's estimate of ultimate A&E losses as well as the estimate and collectibility of Third Party Recoverables differs from actual experience, the remaining protection under the NICO Cover may be more or less than the approximate $757 million that OneBeacon estimates remained at December 31, 2004.

        For purposes of determining available reinsurance, product liability asbestos claims typically are aggregated as a single loss within each policy period. As a result, losses often exceed the retention level under the reinsurance agreement and reinsurance recoveries are obtained. However, for claims being asserted under premises and operations coverage, the losses are generally not aggregated for purposes of determining reinsurance recoveries, so OneBeacon expects that in the future a smaller percentage of these losses will be covered as Third Party Recoverables than has been true historically of products liability asbestos losses.

        OneBeacon's reserves for A&E losses, net of Third Party Recoverables but prior to NICO recoveries, are $1.0 billion at December 31, 2004. An industry benchmark of reserve adequacy is the "survival ratio", computed as a company's reserves divided by its historical average yearly loss

69



payments. This ratio indicates approximately how many more years of payments the reserves can support, assuming future yearly payments are equal to historical levels. OneBeacon's survival ratio was approximately 21.0 at December 31, 2004, which was computed as the ratio of A&E reserves, net of Third Party Recoverables, of $1.0 billion plus the remaining unused portion of the NICO Cover of $757 million, to the average loss payments in the past three years. The average loss payments used to calculate OneBeacon's survival ratio were net of a large commutation ($64 million) in 2003 with a Third Party Reinsurer. White Mountains believes that as a result of the NICO Cover and its historical third party reinsurance programs, OneBeacon should not experience material financial loss from old A&E exposures under current coverage interpretations and that its survival ratio compares favorably to industry survival ratios.

        OneBeacon's reserves for A&E losses at December 31, 2004 represent management's best estimate of its ultimate liability based on information currently available. OneBeacon believes the NICO Cover will be adequate to cover all of its A&E obligations. However, as case law expands, medical and clean-up costs increase and industry settlement practices change, OneBeacon may be subject to asbestos and environmental losses beyond currently estimated amounts. Therefore, OneBeacon cannot guarantee that its A&E loss reserves, plus the remaining coverage under the NICO Cover, will be sufficient to cover additional liability arising from any such unfavorable developments. See Note 3 to the financial statements for more information regarding White Mountains' A&E reserves.

    OneBeacon A&E Claims Activity

        OneBeacon's A&E claim activity for the last two years is illustrated in the table below.

 
  Year Ended
December 31,

 
A&E Claims Activity

 
  2004
  2003
 
Asbestos          
Accounts with asbestos claims at the beginning of the year   642   615  
Accounts reporting asbestos claims during the year   112   178  
Accounts on which asbestos claims were closed during the year   (90 ) (151 )
   
 
 
Accounts with asbestos claims at the end of the year   664   642  
   
 
 
Environmental          
Accounts with environmental claims at the beginning of the year   674   596  
Accounts reporting environmental claims during the year   110   175  
Accounts on which environmental claims were closed during the year   (140 ) (97 )
   
 
 
Accounts with environmental claims at the end of the year   644   674  
   
 
 
Total          
Total accounts with A&E claims at the beginning of the year   1,316   1,211  
Accounts reporting A&E claims during the year   222   353  
Accounts on which A&E claims were closed during the year   (230 ) (248 )
   
 
 
Total accounts with A&E claims at the end of the year   1,308   1,316  
   
 
 

70


    OneBeacon's Loss and LAE Reserves by Line of Business

        OneBeacon's net loss and LAE reserves by line of business at December 31, 2004 and 2003 were as follows:

 
  December 31, 2004
  December 31, 2003
Net loss and LAE reserves by class of business

  Case
  IBNR
  Total
  Case
  IBNR
  Total
 
  ($ in millions)

Workers compensation   $ 362.1   $ 135.5   $ 497.6   $ 600.8   $ 176.6   $ 777.4
Personal automobile liability     530.7     244.1     774.8     512.0     227.3     739.3
Multiple peril     359.3     264.3     623.6     398.5     296.1     694.6
Commercial automobile liability     203.8     82.8     286.6     290.2     132.1     422.3
General liability     121.6     151.1     272.7     154.9     176.6     331.5
Homeowners/Farmowners     82.2     41.8     124.0     102.1     68.0     170.1
Other     97.5     84.0     181.5     63.8     58.2     122.0
   
 
 
 
 
 
Total   $ 1,757.2   $ 1,003.6   $ 2,760.8   $ 2,122.3   $ 1,134.9   $ 3,257.2
   
 
 
 
 
 

        For OneBeacon, the range of reserve estimates at December 31, 2004 was evaluated to consider the strengths and weaknesses of the actuarial methods applied against OneBeacon's historical claims experience data. The following table shows the recorded reserves and the high and low ends of OneBeacon's range of reasonable loss reserve estimates at December 31, 2004. The high and low ends of OneBeacon's range of reserve estimates in the table below are based on the results of various actuarial methods described above. The recorded reserve for each line is the result of the actuarial method that management believes to be most appropriate based on known facts and trends.

 
  December 31, 2004
OneBeacon net loss and LAE reserves by line of business
Range and recorded reserves

  Low
  Recorded
  High
 
  ($ in millions)

Workers compensation   $ 475   $ 498   $ 555
Personal automobile liability     665     774     780
Multiple peril     590     624     835
Commercial automobile liability     265     286     310
General liability     240     273     295
Homeowners/Farmowners     105     124     125
Other     155     182     185
   
 
 
Total   $ 2,495   $ 2,761   $ 3,085
   
 
 

        The probability that ultimate losses will fall outside of the ranges of estimates by line of business is higher for each line of business individually than it is for the sum of the estimates for all lines taken together due to the effects of diversification. Although management believes OneBeacon's 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.

        The recorded reserves represent management's best estimate of unpaid loss and LAE by line of business. In its selection of recorded reserves, management has generally given greater weight to adjusted paid loss development methods, which are not dependent on the consistency of case reserving practices, rather than methods that rely on incurred losses, because of the increased adequacy of case reserving by OneBeacon's claim staff in the recent past. For multiple peril this resulted in OneBeacon recording reserves nearer the low end of the range. For some types of claims, such as workers compensation and construction defect, management also considered special purpose forecasting models that its claims and actuarial staff have created that consider the unique loss development characteristics of these types of claims. For personal automobile liability, homeowners and "other" (principally shorter

71



tailed lines of business such as ocean and inland marine insurance) recorded reserves remain rather high in the respective ranges, as management's selections reflect a conservative approach to recognition of recent favorable development experienced in our ongoing businesses.

White Mountains Re

    White Mountains Re A&E Reserves

        White Mountains Re has a specialized unit that handles claims emanating from A&E exposures. The issues presented by these types of claims require specialization, expertise and an awareness of the various trends and jurisdictional developments.

        White Mountains Re's A&E exposure is primarily from reinsurance contracts written between 1974 through 1985 by predecessor companies (MONY Reinsurance and Christiania General). The exposures are predominately higher layer excess of loss treaty and facultative coverages with relatively low limits exposed for each claim. Net incurred loss activity for asbestos and environmental in the last two years was as follows:

 
  December 31,
Net incurred loss and LAE activity

  2004
  2003
 
  ($ in millions)

Asbestos   $ 2.6   $ 32.0
Environmental     .1     3.7
   
 
Total   $ 2.7   $ 35.7
   
 

        In recent years, most of White Mountains Re's reported activity in the asbestos area has related to (1) higher layer excess policies that are being reached by larger target defendants, (2) new notices for smaller regional defendants that are now exposed because of the larger defendant bankruptcies, and (3) new notices on "premises" and "non-products" cases, where coverage is being sought by insureds against the non-aggregating portion of the underlying policy. WM Re expects to see a smaller percentage of these losses exceed the retention level under reinsurance agreements.

        Approximately $25.0 million of White Mountains Re's 2003 loss development for asbestos exposures was a bulk increase in IBNR resulting from the completion of a detailed A&E market share study. This study compared White Mountains Re's share of industry paid losses to estimated industry carried reserves.

        White Mountains Re sets up claim files for each reported claim by each cedent for each individual insured. In many instances, a single claim notification from a cedent could involve several years and layers of coverage resulting in a file being set up for each involvement. Precautionary claim notices are submitted by the ceding companies in order to preserve their right to pursue coverage under the reinsurance contract. Such notices do not contain an incurred loss amount to White Mountains Re, accordingly, an open claim file is not established. As of December 31, 2004, White Mountains Re had approximately 1,368 open claim files for asbestos and 786 open claim files for environmental exposures.

        The costs associated with administering the underlying A&E claims by White Mountains Re's clients tend to be higher than non-A&E claims due to generally higher legal costs incurred by ceding companies in connection with A&E claims ceded to White Mountains Re under the reinsurance contracts.

72



    White Mountains Re A&E Claims Activity

        White Mountains Re's A&E claim activity for the last two years is illustrated in the table below.

 
  Year ended
December 31,

 
A&E Claims Activity

 
  2004
  2003
 
Asbestos          
Total asbestos claims at the beginning of the year   1,185   1,069  
Incoming asbestos claims due to Sirius Acquisition   199    
Asbestos claims reported during the year   292   224  
Asbestos claims closed during the year   (308 ) (108 )
   
 
 
Total asbestos claims at the end of the year   1,368   1,185  
   
 
 
Environmental          
Total environmental claims at the beginning of the year   743   768  
Incoming environmental claims due to Sirius Acquisition   106    
Environmental claims reported during the year   138   47  
Environmental claims closed during the year   (201 ) (72 )
   
 
 
Total environmental claims at the end of the year   786   743  
   
 
 
Total          
Total A&E claims at the beginning of the year   1,928   1,837  
Incoming A&E claims due to Sirius Acquisition   305    
A&E claims reported during the year   430   271  
A&E claims closed during the year   (509 ) (180 )
   
 
 
Total A&E claims at the end of the year   2,154   1,928  
   
 
 

    Loss and LAE Reserves by Class of Business

        White Mountains Re establishes loss and LAE reserves that are estimates of amounts needed to pay claims and related expenses in the future for reinsured events that have already occurred. The estimation of net reinsurance loss and LAE reserves is subject to the same risk as the estimation of insurance loss and LAE reserves. In addition to those risk factors which give rise to inherent uncertainties in establishing insurance loss and LAE reserves, the inherent uncertainties of estimating such reserves are even greater for the reinsurer, due primarily to: (1) the claim-tail for reinsurers being further extended because claims are first reported to the ceding company and then through one or more intermediary insurers or reinsurers, (2) the diversity of loss development patterns among different types of reinsurance treaties or facultative contracts, (3) the necessary reliance on the ceding companies for information regarding reported claims and (4) the differing reserving practices among ceding companies.

        As with insurance reserves, the process of estimating reinsurance reserves involves a considerable degree of judgment by management and, as of any given date, is inherently uncertain. Based on the above, such uncertainty may be larger relative to the reserve for a reinsurer compared to an insurance company, and may take a longer time to emerge.

        In order to reduce the potential uncertainty of loss reserve estimation, White Mountains Re obtains information from numerous sources to assist in the process. White Mountains Re's pricing actuaries devote considerable effort to understanding and analyzing a ceding company's operations and loss history during the underwriting of the business, using a combination of ceding company and industry statistics. Such statistics normally include historical premium and loss data by class of business, individual claim information for larger claims, distributions of insurance limits provided, loss reporting

73



and payment patterns, and rate change history. This analysis is used to project expected loss ratios for each treaty during the upcoming contract period. These expected ultimate loss ratios are aggregated across all treaties and are input directly into the loss reserving process to generate the expected loss ratios that are used to estimate IBNR.

        Upon notification of a loss from a ceding company, White Mountains Re establishes case reserves, including LAE reserves, based upon White Mountains Re's share of the amount of reserves established by the ceding company and our independent evaluation of the loss. In cases where available information indicates that reserves established by the ceding company are inadequate, White Mountains Re establishes case reserves or IBNR in excess of its share of the reserves established by the ceding company. In addition, specific claim information reported by ceding companies or obtained through claim audits can alert us to emerging trends such as changing legal interpretations of coverage and liability, claims from unexpected sources or classes of business, and significant changes in the frequency or severity of individual claims. Such information is often used to supplement estimates of IBNR.

        As mentioned above, there can be a considerable time lag from the time a claim is reported to a ceding company to the time it is reported to the reinsurer. The lag can be several years in some cases. This lag can be due to a number of reasons, including the time it takes to investigate a claim, delays associated with the litigation process, the deterioration in a claimant's physical condition many years after an accident occurs, etc. In its loss reserving process, White Mountains Re assumes that such lags are predictable, on average, over time and therefore the lags are contemplated in the loss reporting patterns used in its actuarial methods. This means that, as a reinsurer, White Mountains Re must rely on such actuarial estimates for a longer period of time after reserves are first estimated than does a primary insurance company.

        Backlogs in the recording of assumed reinsurance can also complicate the accuracy of loss reserve estimation. As of December 31, 2004, there were no significant backlogs related to the processing of assumed reinsurance information at White Mountains Re.

        White Mountains Re relies heavily on information reported by ceding companies, as discussed above. In order to determine the accuracy and completeness of such information, White Mountains Re's U.S. underwriters, actuaries, and claims personnel perform regular audits of Folksamerica's ceding companies. While regular ceding company audits are not customary outside the United States, Sirius International's staff regularly reviews information from ceding companies for unusual or unexpected results. Any material findings are discussed with the ceding companies. White Mountains Re sometimes encounters situations where we determine that a claim presentation from a ceding company is not in accordance with contract terms. In these situations, White Mountains Re attempts to resolve the dispute directly with the ceding company. Most situations are resolved amicably and without the need for litigation or arbitration. However, in the infrequent situations where a resolution is not possible, White Mountains Re will vigorously defend our position in such disputes.

        Although loss and LAE reserves are initially determined based on underwriting and pricing analysis, White Mountains Re constantly tests the accuracy of reserves using a variety of generally accepted actuarial methods, including historical incurred and paid loss development methods. If actual loss activity differs substantially from expectations based on historical information, an adjustment to loss reserves may be warranted. As time passes, loss reserve estimates for a given accident year will rely more on actual loss activity and historical patterns than on initial assumptions based on pricing indications.

        White Mountains Re also obtain reinsurance whereby another reinsurer contractually agrees to indemnify White Mountains Re for all or a portion of the reinsurance risks underwritten by White Mountains Re. Such arrangements, where one reinsurer provides reinsurance to another reinsurer, are usually referred to as "retrocessional reinsurance" arrangements. White Mountains Re establishes estimates of amounts recoverable from retrocessional reinsurance in a manner consistent with the loss

74



and LAE liability associated with reinsurance contracts offered to its customers (the "ceding companies"), net of an allowance for uncollectible amounts, if any. Net reinsurance loss reserves represent loss and LAE reserves reduced by retrocessional reinsurance recoverable on unpaid losses.

        White Mountains Re's net loss and LAE reserves by class of business at December 31, 2004 and 2003 were as follows:

 
  December 31, 2004
  December 31, 2003
Net loss and LAE reserves by class of business
($ in millions)

  Case
  IBNR
  Total
  Case
  IBNR
  Total
Liability (excluding A&E)   $ 920.4   $ 900.0   $ 1,820.4   $ 364.6   $ 276.4   $ 641.0
Property     143.3     318.0     461.3     68.5     149.0     217.5
Accident & Health and Other     279.5     187.5     467.0     25.9     66.4     92.3
A&E     50.2     24.8     75.0     35.0     44.2     79.2
   
 
 
 
 
 
Total   $ 1,393.4   $ 1,430.3   $ 2,823.7   $ 494.0   $ 536.0   $ 1,030.0
   
 
 
 
 
 

        White Mountains Re establishes loss reserves based on a single point estimate, which is management's best estimate of ultimate losses and loss expenses. This "best estimate" is derived from a combination of methods as described above. Once a point estimate is established, White Mountains Re's actuaries estimate loss reserve ranges to measure the sensitivity of the actuarial assumptions used to set the point estimates. These ranges are calculated using similar methods to the point estimate calculation, but with different expected loss ratio and loss reporting pattern assumptions. For the low estimate, more optimistic loss ratios and faster reporting patterns are assumed, while the high estimate uses more conservative loss ratios and slower reporting patterns. These variable assumptions are derived from historical variations in loss ratios and reporting patterns by class and type of business. Due to the inherent difficulties in estimating ultimate A&E exposures, White Mountains Re does not estimate ranges for these reserves. The growth in reserves from 2003 to 2004 was driven by acquisitions made during 2004.

        The following table illustrates White Mountains Re's recorded net loss and LAE reserves and high and low estimates for those classes of business for which a range is calculated, at December 31, 2004.

 
  December 31, 2004
Net loss and LAE reserves by class of business
($ in millions)

  Low
  Recorded
  High
Liability (excluding A&E)   $ 1,670   $ 1,821   $ 1,990
Property     420     461     490
Accident & Health and Other     400     467     550
   
 
 
  Sub-total   $ 2,490   $ 2,749   $ 3,030
   
 
 
A&E           75      
         
     
Total         $ 2,824      
         
     

        The probability that ultimate losses will fall outside of the ranges of estimates by class of business is higher for each class of business individually than it is for the sum of the estimates for all classes taken together due to the effects of diversification. Although management believes reserves for White Mountains Re 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.


2.    White Mountains Re Reinsurance Estimates

        There is a time lag from the point when premium and related commission and expense activity is recorded by a ceding company to the point when such information is reported by the ceding company, through its reinsurance intermediary, to White Mountains Re. This time lag can vary from one to

75



several contractual reporting periods (i.e. quarterly/monthly). This lag is common in the broker market reinsurance business.

        As a result of this time lag in reporting, White Mountains Re estimates a portion of its written premium and related commissions and expenses. Given the nature of White Mountains Re's business, estimated premium balances, net of related commissions and expenses, comprise a large portion of total premium balances receivable. The estimation process begins by identifying which major accounts have not reported activity at the most recent period end. In general, premium estimates for excess of loss business are based on minimum deposit information included in the contractual terms. For proportional business, White Mountains Re's estimates are derived based on a variety of factors and assumptions, including: prior reporting from the broker or ceding company, historical reporting patterns, expected premium volume based on contractual terms or ceding company reports and other correspondence and communication with underwriters, brokers, intermediaries and ceding companies. Once premium estimates are determined, related commission and expense estimates are derived using contractual terms.

        White Mountains Re closely monitors its estimation process on a quarterly basis and adjusts its estimates as more information and actual amounts become known. There is no assurance that the amounts estimated by White Mountains Re will not deviate from the amounts reported by the ceding company or reinsurance broker. Any such deviations are reflected in the results of operations when they become known.

        The following table summarizes White Mountains Re's premium estimates and related commissions and expenses:

 
  December 31, 2004
Millions

  Liability
  Property
  Accident &
Health

  Other
  Total
Gross premium estimates   $ 150.7   $ 234.8   $ 41.9   $ 72.9   $ 500.3
Net premium estimates     148.5     129.1     33.6     65.5     376.7
Net commission and expense estimates     43.3     12.9     8.4     15.9     80.5
   
 
 
 
 
Net amount included in reinsurance balances receivable   $ 105.2   $ 116.2   $ 25.2   $ 49.6   $ 296.2
   
 
 
 
 
 
  December 31, 2003
Millions

  Liability
  Property
  Accident &
Health

  Other
  Total
Gross premium estimates   $ 126.6   $ 159.1   $ 22.5   $ 21.0   $ 329.2
Net premium estimates     126.6     75.5     22.5     10.4     235.0
Net commission and expense estimates     41.5     6.0     7.1     2.1     56.7
   
 
 
 
 
Net amount included in reinsurance balances receivable   $ 85.1   $ 69.5   $ 15.4   $ 8.3   $ 178.3
   
 
 
 
 

        The net amounts recorded in reinsurance balances receivable may not yet be due from the ceding company at the time of the estimate since actual reporting from the ceding company has not yet occurred. Therefore, based on the process described above, White Mountains Re believes all of its estimated balances are collectible, and as such no allowance has been recorded.


3.    Reinsurance Transactions

        White Mountains' insurance and reinsurance subsidiaries purchase reinsurance from time to time to protect their businesses from losses due to exposure aggregation, to manage their operating leverage ratios and to limit ultimate losses arising from catastrophic events. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured

76



policies. Amounts related to reinsurance contracts are recorded in accordance with SFAS No. 113, "Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts" ("SFAS 113").

        The collectibility of reinsurance recoverables is subject to the solvency and willingness to pay of the reinsurer. The Company is selective in choosing its reinsurers, placing reinsurance principally with those reinsurers with a strong financial condition, industry ratings and underwriting ability. Management monitors the financial condition and ratings of its reinsurers on an ongoing basis. See Note 4—Third Party Reinsurance in the accompanying Consolidated Financial Statements for additional information on White Mountains' reinsurance programs.


4.    Pension and Post-Retirement Medical Plans

        White Mountains accounts for its pension plans in accordance with SFAS No. 87, "Employers' Accounting for Pensions" ("SFAS 87") and accounts for its retiree medical plan in accordance with SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" ("SFAS 106"). SFAS 87 and SFAS 106 require that the cost of pension/retiree medical benefits be accrued over the period during which an employee provides service.

        The majority of OneBeacon's pension and retiree medical plans were curtailed in the fourth quarter of 2002. The OneBeacon Pension Plan no longer adds new participants or increases benefits for existing participants. Non-vested participants already in the plan continue to vest during their employment with OneBeacon. Retirees are also eligible for medical benefits if they meet certain age and service requirements. However, due to the curtailment, the plan no longer accepts new participants. The majority of retiree medical costs are capped at defined dollar amounts, with retirees contributing the remainder.

        The projected benefit obligation as of a particular date represents the actuarial present value of all benefits attributed by the plan's benefit formula to employee service rendered prior to that date. Therefore, future cash payments from pension and retiree medical plans are discounted using a discount rate based on published investment grade, long-term corporate bond yields. Many of the factors which are used to determine a plan's projected benefit obligation as of a particular date and the cost of pension/retiree medical benefits for a particular period are dependent upon future events, such as how long the employee and any survivors live, how many years of service the employee is expected to render and the employee's compensation in the years immediately before retirement or termination. Accordingly, the effects of such future factors are estimated. Further, since the projected benefit obligation and the periodic cost of pension/retiree medical benefits are based on actuarial present values, they are also sensitive to changes in the discount rate used to determine such amounts.

        A hypothetical 1% increase in the discount rate would result in a decrease in pension and retiree medical projected benefit obligations of approximately $63 million. A hypothetical 1% decrease in the discount rate would result in an increase in pension and retiree medical projected benefit obligations of approximately $63 million. The impact of a hypothetical 1% change to the discount rate on periodic cost of pension/retiree medical benefits is not significant.

        Additionally, the rate of return that is assumed on plan assets affects OneBeacon's pension expense during a particular period. Since the retiree medical plan is unfunded, it is not affected by changes in the rate of return assumption. OneBeacon performed an analysis of expected long-term rates of return based on the allocation of its pension plan assets as of both December 31, 2004 and December 31, 2003 to develop expected rates of return for each significant asset class or economic indicator. A range of returns was developed based both on forecasts and on broad-market historical benchmarks for expected return, correlation, and volatility for each asset class. Although the expected investment return assumption is long-term in nature, the range of reasonable returns has dropped over the past few years as a consequence of lower inflation and lower bond yields. As a result of the most

77



recent review, for 2004 OneBeacon elected to keep the expected return on its pension assets at 7.0%, as was used in 2003. At December 31, 2004, 36% of plan assets were invested in fixed maturity securities, 45% in equities and the remainder in cash, cash equivalents and convertible securities. A hypothetical 1% increase or decrease in the assumed rate of return would result in a pretax change in OneBeacon's pension expense (or income as the case may be) for 2004 of approximately $4.7 million.

        During 2004, OneBeacon recognized pension expense of $3.3 million, which was comprised of net periodic benefit cost of $.4 million and special termination benefits of $2.9 million. Included in the net periodic benefit cost is $32.2 million of expected return on pension plan assets. OneBeacon contributed $4.2 million to the pension plan in 2004. No unrecognized losses on pension assets were recorded since the Company uses the market value method to value plan assets.


5.    Purchase Accounting

        When White Mountains acquires another company, management must estimate the fair values of the assets and liabilities acquired, as prescribed by SFAS No. 141, "Business Combinations" ("SFAS 141"). Certain assets and liabilities require little judgment to estimate their fair values, particularly those that are quoted on a market exchange, such as publicly-traded investment securities. Other assets and liabilities, however, require a substantial amount of judgment to estimate their fair values. The most significant of these is the estimation required to fair value loss and LAE reserves.

        White Mountains estimates the fair value of loss and LAE reserves obtained in an acquisition following the principles contained within FASB Statement of Financial Accounting Concepts No. 7: "Using Cash Flow Information and Present Value in Accounting Measurements" ("CON 7"). Under CON 7, the fair value of a particular asset or liability essentially contains five elements: (1) an estimate of the future cash flows, (2) expectations about possible variations in the amount or timing of those cash flows; (3) the time value of money, represented by the risk-free rate of interest; (4) the price for bearing the uncertainty inherent in the asset or liability; and (5) other, sometimes unidentifiable, factors including illiquidity and market imperfections.

        White Mountains' actuaries estimate the fair value of loss and LAE reserves obtained in an acquisition by taking the acquired company's recorded reserves and discounting them based on expected reserve payout patterns using the current risk-free rate of interest. Then, White Mountains' actuaries develop additional cash flow scenarios that use different payout and ultimate reserve assumptions deemed to be reasonably possible based upon the inherent uncertainties present in determining the amount and timing of payment of such reserves. In each scenario, the risk-free rate of interest is used to discount future cash flows. These scenarios are put in a statistical model that assigns a probability to each cash flow scenario. White Mountains' actuaries then choose the scenario that best represents the price for bearing the uncertainty inherent within the acquired company's recorded reserves. The "price" for bearing the uncertainty inherent within the acquired company's reserves is measured as the difference between the selected cash flow scenario and the expected cash flow scenario. The scenario selected has typically been between 1.5 and 2 standard deviations from the expected cash flow outcome. The fair value of the acquired company's loss and LAE reserves is determined to be the sum of the expected cash flow scenario (i.e., the acquired company's discounted loss and LAE reserves) and the uncertainty "price".

        The difference between an acquired company's loss and LAE reserves and White Mountains' best estimate of the fair value of such reserves at the acquisition date is amortized ratably over the payout period of the acquired loss and LAE reserves. Historically, the fair value of an acquired company's loss and LAE reserves has been less than the it's recorded reserves at acquisition. Accordingly, the amortization has been and will continue to be recorded as an expense on White Mountains' income statement until fully amortized.

78




FORWARD-LOOKING STATEMENTS

        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. 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 "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':

    growth in book value per share or return on equity;

    business strategy;

    financial and operating targets or plans;

    incurred losses and the adequacy of its loss and LAE reserves;

    projections of revenues, income (or loss), earnings (or loss) per share, dividends, market share or other financial forecasts;

    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 with its expectations and predictions is subject to a number of risks and uncertainties that could cause actual results to differ materially from expectations, including:

    claims arising from catastrophic events, such as hurricanes, earthquakes, floods or terrorist attacks;

    the continued availability of capital and financing;

    general economic, market or business conditions;

    business opportunities (or lack thereof) that may be presented to it and pursued;

    competitive forces, including the conduct of other property and casualty insurers and reinsurers;

    changes in domestic or foreign laws or regulations applicable to White Mountains, its competitors or its clients;

    an economic downturn or other economic conditions adversely affecting its financial position;

    loss reserves established subsequently proving to have been inadequate; and

    other factors, most of which are beyond White Mountains' 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 update publicly any such forward-looking statements, whether as a result of new information, future events or otherwise.

79




Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

        White Mountains' 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 and other relevant market rates and prices. Due to White Mountains' sizable balances of interest rate sensitive instruments, market risk can have a significant effect on White Mountains' consolidated financial position.


Interest Rate Risk

        Fixed Maturity Portfolio.    In connection with the Company's consolidated insurance and reinsurance subsidiaries, White Mountains invests in interest rate sensitive securities, primarily debt securities. White Mountains' strategy is to purchase fixed maturity investments that are attractively priced in relation to perceived credit risks. White Mountains' fixed maturity investments are held as available for sale in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS 115"), whereby these investments are carried at fair value on the balance sheet with net unrealized gains or losses reported net of tax in a separate component of common shareholders' equity. White Mountains generally manages its interest rate risk associated with its portfolio of fixed maturity investments by monitoring the average duration of the portfolio, which allows White Mountains to achieve an adequate yield without subjecting the portfolio to an unreasonable level of interest rate risk. White Mountains' fixed maturity portfolio is comprised of primarily investment grade corporate securities, U.S. government and agency securities, municipal obligations and mortgage-backed securities (e.g., those receiving an investment grade rating from S&P or Moody's).

        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 credit worthiness of the issuer, prepayment options, relative values of alternative investments, the liquidity of the instrument and other general market conditions.

        The table below summarizes the estimated effects of hypothetical increases and decreases in market interest rates on White Mountains' fixed maturity portfolio and pension plan.

$ in millions

  Fair Value at
December 31,
2004

  Assumed Change in
Relevant Interest Rate

  Estimated Fair Value
After Change in
Interest Rate

  After-Tax Increase
(Decrease) in Carrying
Value

 
Fixed maturity investments   $ 7,900.0   100 bp decrease   $ 8,110.6   $ 142.8  
          50 bp decrease     8,005.8     71.7  
          50 bp increase     7,795.8     (70.7 )
          100 bp increase     7,706.0     (132.1 )
Pension fixed maturity investments   $ 259.4   100 bp decrease   $ 267.5   $ 5.3  
          50 bp decrease     263.5     2.7  
          50 bp increase     255.3     (2.7 )
          100 bp increase     251.2     (5.3 )

        Long-term obligations.    As of December 31, 2004, White Mountains' interest and dividend bearing long-term obligations consisted primarily of the Senior Notes and the Berkshire and Zenith Preferred Stock obligations, which have fixed interest and dividend rates. As a result, White Mountains exposure to interest rate risk resulting from variable interest rate obligations is insignificant.

        The Senior Notes were issued in 2003 and mature on May 15, 2013. At December 31, 2004, the fair value of White Mountains' Senior Notes was approximately $714 million, which compared to a carrying value of $698 million.

80



        The Berkshire and Zenith Preferred Stock obligations were issued in 2001 and mature on May 31, 2008 and May 31, 2011, respectively. At the Company's option, the Zenith Preferred Stock may be redeemed on June 30, 2007. At December 31, 2004, the fair values of the Berkshire and Zenith Preferred Stock were approximately $341 million and $23 million, respectively, which compared to carrying values of $192 million and $20 million, respectively.

        The fair values of these obligations were estimated by discounting future cash flows using current market rates for similar obligations or using quoted market prices.


Equity Price Risk

        The carrying values of White Mountains' common equity securities and its other investments are based on quoted market prices or management's estimates of fair value (which is based, in part, on quoted market prices) as of the balance sheet date. Market prices of common equity securities, in general, are subject to fluctuations which could cause the amount to be realized upon sale or exercise of the instruments to differ significantly from the current reported value. The fluctuations may result from perceived changes in the underlying economic characteristics of the investee, the relative price of alternative investments, general market conditions and supply and demand imbalances for a particular security.


Foreign Currency Exchange Rates

        White Mountains' foreign assets and liabilities are valued using period-end exchange rates and its foreign revenues and expenses are valued using average exchange rates. Foreign currency exchange rate risk is the risk that White Mountains will incur losses on a U.S. Dollar basis due to adverse changes in foreign currency exchange rates.

        At December 31, 2004, OneBeacon held approximately $384 million in bonds denominated in foreign currencies, mostly those denominated in British Pounds. Assuming a hypothetical 10% increase or decrease in the rate of exchange from the British Pound to the U.S. Dollar as of December 31, 2004, the carrying value of OneBeacon's foreign currency-denominated bond portfolio would have respectively decreased or increased by approximately $37 million.

        As a result of the Sirius Acquisition during 2004, White Mountains has a higher concentration of assets, liabilities, revenues and expenses denominated in foreign currencies than in prior periods. The functional currency of Sirius International is the Swedish Krona. Assuming a hypothetical 10% increase or decrease in the rate of exchange from the Swedish Krona to the U.S. Dollar as of December 31, 2004, the carrying value of White Mountains' net assets denominated in Swedish Kronor would have respectively decreased or increased by approximately $40 million.


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 88 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, 2004. Based on that evaluation, the PEO and

81



PFO have concluded that White Mountains' 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, 2004. Based on that evaluation, the PEO and PFO have concluded that White Mountains' internal control over financial reporting is effective. Management's annual report on internal control over financial reporting is included on page F-71 of this report. The attestation report on management's assessment of its internal control over financial reporting by PricewaterhouseCoopers LLP is contained on page F-72 of this report.

        There have been no significant changes in White Mountains' internal controls, or in factors that could significantly affect internal controls, subsequent to their most recent evaluation of such controls.


Item 9B. Other Information

        None.


PART III

Item 10. Directors and Executive Officers

    a.
    Directors

        Reported under the caption "Election of the Company's Directors" of the Company's 2005 Proxy Statement, herein incorporated by reference.

    b.
    Executive Officers

        Reported in Part I pursuant to General Instruction G to Form 10-K.

    c.
    Audit Committee Financial Expert

        Reported under the caption "Committees of the Board—Audit Committee" of the Company's 2005 Proxy Statement, herein incorporated by reference.

    d.
    Code of Business Conduct and Ethics

        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, has been filed herein as Exhibit 14.

    e.
    Compliance with Section 16(a) of the Exchange Act

        Reported under the caption "Compliance with Section 16(a) of the Exchange Act" of the Company's 2005 Proxy Statement, herein incorporated by reference.


Item 11.    Executive Compensation

        Reported under the captions "Compensation of Executive Officers", "Reports of the Committee on Executive Compensation", "Member Return Graph" and "Compensation Plans" of the Company's 2005 Proxy Statement, herein incorporated by reference.


Item 12.    Security Ownership of Certain Beneficial Owners and Management

        Reported under the caption "Voting Securities and Principal Holders Thereof" of the Company's 2005 Proxy Statement, herein incorporated by reference.

82



Item 13.    Certain Relationships and Related Transactions

        Reported under the captions "Other Compensation Arrangements", "Certain Relationships and Related Transactions" and "Compensation Committee Interlocks and Insider Participation in Compensation Decisions" of the Company's 2005 Proxy Statement, herein incorporated by reference.


Item 14.    Principal Accountant Fees and Services

        Reported under the caption "Independent Registered Public Accountant Fees and Services" of the Company's 2005 Proxy Statement, herein incorporated by reference.


PART IV

Item 15.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K

    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 88 of this report. A listing of exhibits filed as part of the report appear on pages 83 through 85 of this report.

    b.
    Exhibits

Exhibit number

  Name
2   Plan of Reorganization (incorporated by reference herein to the Company's Registration Statement on S-4 (No. 333-87649) dated September 23, 1999)

3.1

 

Memorandum of Continuance of the Company (incorporated by reference herein to the Company's Registration Statement on S-4 (No. 333-87649) dated September 23, 1999)

3.2

 

Bye-Laws of the Company (incorporated by reference herein to the Company's Registration Statement on S-4 (No. 333-87649) dated September 23, 1999)

4

 

Amended and Restated Certificate of Designation of Series A Preferred Stock of Fund American (incorporated by reference herein to Exhibit 99.1 of the Company's Report on Form 8-K dated December 3, 2004)

10.1

 

Amendment Agreement dated as of November 30, 2004, between General Reinsurance Corporation, a Delaware corporation, the Company and Fund American (incorporated by reference herein to Exhibit 99.2 of the Company's Report on Form 8-K dated December 3, 2004)

10.2

 

Keep-Well Agreement, dated as of November 30, 2004, by and between the Company and Fund American (incorporated by reference herein to Exhibit 99.3 of the Company's Report on Form 8-K dated December 3, 2004)

10.3

 

Stock Purchase Agreement by and among Safeco Corporation, General America Corporation, The Company, Occum Acquisition Corp. dated as of March 31, 2004 (incorporated by reference herein to Exhibit 10 of the Company's Report on Form 8-K dated March 15, 2004)

10.4

 

$400,000,000 Credit Agreement, dated as of August 26, 2004, among the Company and Fund American, as the borrowers, the several lenders from time to time parties hereto, JP Morgan Chase Bank, as Syndication Agent, and Bank of America, NA as Administrative Agent. (incorporated by reference herein to Exhibit 10 of the Company's Report on Form 10-Q dated November 2, 2004)
     

83



10.5

 

Adverse Development Agreement of Reinsurance No. 8888 between Potomac Insurance Company and GRC dated April 13, 2001 (incorporated by reference herein to Exhibit 99(m) of the Company's Report on Form 8-K dated June 1, 2001)

10.6

 

Adverse Development Agreement of Reinsurance between NICO (and certain of its affiliates) and Potomac Insurance Company dated April 13, 2001 and related documents (incorporated by reference herein to Exhibits 99(n), 99(o), 99(p) and 99(q) of the Company's Report on Form 8-K dated June 1, 2001)

10.7

 

Purchase Agreement between ABB Holding AG, as Seller, and Fund American Holdings AB, as Purchaser, dated December 8, 2003 (incorporated by reference herein to Exhibit 99(a) of the Company's Report on Form 8-K dated December 8, 2003)

10.8

 

Subscription Agreement among Berkshire, Fund American and the Registrant dated May 30, 2001 (incorporated by reference herein to Exhibits 99(t) of the Company's Report on Form 8-K dated June 1, 2001)

10.9

 

Master Agreement by and among the Company, OneBeacon and Liberty Mutual including the Liberty RRA and related documents (incorporated by reference herein to Exhibits 99(d), 99(e), 99(f), 99(g) and 99(h) of the Company's Report on Form 8-K dated November 1, 2001)

10.10

 

Folksamerica Holding Company, Inc. Long-Term Incentive Plan—2003 and Prior (*)

10.11

 

White Mountains Re Group, Ltd. Long-Term Incentive Unit Plan (*)

10.12

 

Folksamerica Holding Company, Inc. White Mountains Performance Share Plan (incorporated by reference herein to Exhibit 10(s) of the Company's 2002 Annual Report on Form 10-K)

10.13

 

White Mountains Re Group Ltd./Folksamerica 2004 Bonus Plan (*)

10.14

 

Folksamerica Holding Company, Inc. Voluntary Deferred Compensation Plan (*)

10.15

 

Folksamerica Holding Company, Inc. Deferred Benefit Plan (*)

10.16

 

White Mountains Long-Term Incentive Plan, as amended, (incorporated by reference to Appendix I of the Company's Notice of 2003 Annual General Meeting of Shareholders and Proxy Statement dated April 7, 2003)

10.17

 

White Mountains Bonus Plan (*)

10.18

 

The Company's Voluntary Deferred Compensation Plan (incorporated by reference herein to Exhibit 4(c) of the Company's Report on Form S-8 dated October 19, 1999)

10.19

 

White Mountains Insurance Group Deferred Compensation Plan (incorporated by reference herein to Exhibit 10.14 of the Company's 2003 Annual Report on Form 10-K)

10.20

 

Fund American Deferred Compensation Plan (incorporated by reference herein to Exhibit 10.15 of the Company's 2003 Annual Report on Form 10-K)

10.21

 

OneBeacon Insurance Performance Unit Plan (incorporated by reference herein to Exhibit 10.16 of the Company's 2003 Annual Report on Form 10-K)

10.22

 

OneBeacon Insurance Supplemental Plan (incorporated by reference herein to Exhibit 4(c) of the Company's Report on Form S-8 dated August 27, 2001)

10.23

 

OneBeacon's 2004 Management Incentive Plan (*)
     

84



10.24

 

OneBeacon Insurance Deferred Compensation Plan (incorporated by reference herein to Exhibit 10.18 of the Company's 2003 Annual Report on Form 10-K)

10.25

 

Employment Agreement dated January 1, 2001 among John D. Gillespie and Fund American Companies, Inc. (incorporated by reference herein to Exhibit 10(y) of the Company's 2001 Annual Report on Form 10-K)

10.26

 

Amended and Restated Revenue Sharing Agreement among John D. Gillespie, Fund American Companies, Inc. and Folksamerica Reinsurance Company (*)

11

 

Statement Re Computation of Per Share Earnings (**)

12

 

Statement Re Computation of Ratio of Earnings to Fixed Charges (*)

14

 

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 (*)

21

 

Subsidiaries of the Registrant (*)

23

 

Consent of PricewaterhouseCoopers LLP dated March 1, 2005 (*)

24

 

Powers of Attorney (*)

31.1

 

Principal Executive Officer Certification Pursuant to Rule 13a-14 (a) of the Securities Exchange Act of 1934 (*)

31.2

 

Principal Financial Officer Certification Pursuant to Rule 13a-14 (a) of the Securities Exchange Act of 1934 (*)

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 (*)

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 (*)

99

 

Text entitled "Non-Asbestos and Environmental Reserves" under the caption "Loss and Loss Adjustment Expense Reserves" (incorporated by reference herein to pages 31 through 43 of the Company's Form S-3 dated March 14, 2003)

(*)
Included herein.

(**)
Not included herein as the information is contained elsewhere within report. See Note 1 of the Notes to Consolidated Financial Statements.

c.
Financial Statement Schedules

        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 88 of this report.

85



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: March 2, 2005


 


By:


/s/  
J. BRIAN PALMER      
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/  RAYMOND BARRETTE      
Raymond Barrette
  Director, President and CEO (Principal Executive Officer)   March 2, 2005

/s/  
BRUCE R. BERKOWITZ*      
Bruce R. Berkowitz

 

Director

 

March 2, 2005

/s/  
JOHN J. BYRNE*      
John J. Byrne

 

Director

 

March 2, 2005

/s/  
HOWARD L. CLARK, JR.*      
Howard L. Clark, Jr.

 

Director

 

March 2, 2005

/s/  
ROBERT P. COCHRAN*      
Robert P. Cochran

 

Director

 

March 2, 2005

/s/  
STEVEN E. FASS*      
Steven E. Fass

 

Director

 

March 2, 2005

/s/  
DAVID T. FOY      
David T. Foy

 

Executive Vice President and CFO (Principal Financial Officer)

 

March 2, 2005
         

86



/s/  
GEORGE J. GILLESPIE, III*      
George J. Gillespie, III

 

Chairman

 

March 2, 2005

/s/  
JOHN D. GILLESPIE*      
John D. Gillespie

 

Director

 

March 2, 2005

/s/  
EDITH E. HOLIDAY*      
Edith E. Holiday

 

Director

 

March 2, 2005

/s/  
FRANK A. OLSON*      
Frank A. Olson

 

Director

 

March 2, 2005

/s/  
J. BRIAN PALMER      
J. Brian Palmer

 

Chief Accounting Officer (Principal Accounting Officer)

 

March 2, 2005

/s/  
LOWNDES A. SMITH*      
Lowndes A. Smith

 

Director

 

March 2, 2005

/s/  
JOSEPH S. STEINBERG*      
Joseph S. Steinberg

 

Director

 

March 2, 2005

/s/  
ARTHUR ZANKEL*      
Arthur Zankel

 

Director

 

March 2, 2005

*By:

 

/s/  
RAYMOND BARRETTE    

Raymond Barrette, Attorney-in-Fact

 

 

 

 

87


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 as of December 31, 2004 and 2003   F-1
Consolidated statements of income and comprehensive income for each of the years ended December 31, 2004, 2003 and 2002   F-2
Consolidated statements of common shareholders' equity for each of the years ended December 31, 2004, 2003 and 2002   F-3
Consolidated statements of cash flows for each of the years ended December 31, 2004, 2003 and 2002   F-4
Notes to consolidated financial statements   F-5

Other financial information:

 

 
Management's responsibility for financial statements   F-71
Management's annual report on internal control over financial reporting   F-71
Report of independent registered public accounting firm   F-72
Selected quarterly financial data (unaudited)   F-74

Financial statement schedules:

 

 
I.   Summary of investments—other than investments in related parties   FS-1
II.   Condensed financial information of the Registrant   FS-2
III.   Supplementary insurance information   FS-4
IV.   Reinsurance   FS-5
V.   Valuation and qualifying accounts   FS-6
VI.   Supplemental information for property and casualty insurance underwriters   FS-7

88



CONSOLIDATED BALANCE SHEETS

 
  December 31,
 
in millions, except share amounts

 
  2004
  2003
 
Assets              
Fixed maturity investments, at fair value (cost $7,684.1 and $6,010.2)   $ 7,900.0   $ 6,248.1  
Short-term investments, at amortized cost (which approximates fair value)     1,058.2     1,546.6  
Common equity securities, at fair value (cost $775.9 and $396.2)     1,043.9     513.6  
Other investments (cost $442.7 and $184.0)     527.4     239.2  
   
 
 
    Total investments     10,529.5     8,547.5  
Cash     243.1     89.9  
Reinsurance recoverable on unpaid losses     2,036.2     1,629.0  
Reinsurance recoverable on unpaid losses—Berkshire Hathaway Inc.     1,761.2     1,844.8  
Reinsurance recoverable on paid losses     92.0     121.7  
Funds held by ceding companies     943.8     144.1  
Securities lending collateral     593.3     911.0  
Accounts receivable on unsettled investment sales     19.9     9.1  
Insurance and reinsurance premiums receivable     942.2     779.0  
Investments in unconsolidated insurance affiliates     466.6     515.9  
Deferred tax asset     271.5     260.0  
Deferred acquisition costs     308.2     233.6  
Ceded unearned premiums     224.1     185.3  
Investment income accrued     102.4     73.0  
Other assets     481.1     538.1  
   
 
 
  Total assets   $ 19,015.1   $ 15,882.0  
   
 
 
Liabilities              
Loss and loss adjustment expense reserves   $ 9,398.5   $ 7,728.2  
Reserves for structured contracts     375.9      
Unearned insurance and reinsurance premiums     1,739.4     1,409.4  
Securities lending payable     593.3     911.0  
Debt     783.3     743.0  
Deferred tax liability     316.3     .4  
Ceded reinsurance payable     201.4     158.3  
Accounts payable on unsettled investment purchases     30.9     371.6  
Funds held under reinsurance treaties     155.4     211.9  
Other liabilities     1,324.9     1,174.5  
Preferred stock subject to mandatory redemption:              
  Held by Berkshire Hathaway Inc. (redemption value $300.0)     191.9     174.5  
  Held by others (redemption value $20.0)     20.0     20.0  
   
 
 
    Total liabilities     15,131.2     12,902.8  
Common shareholders' equity              
Common Shares at $1 par per share—authorized 50,000,000 Shares; issued and outstanding 10,772,789 and 9,007,195 Shares     10.8     9.0  
Paid-in surplus     1,719.2     1,399.6  
Retained earnings     1,695.9     1,286.4  
Accumulated other comprehensive income, after-tax:              
  Unrealized gains on investments     416.1     286.0  
  Unrealized foreign currency translation gains (losses)     48.5     (.3 )
  Minimum pension liability     (2.4 )    
Unearned compensation—restricted Common Share awards     (4.2 )   (1.5 )
   
 
 
    Total common shareholders' equity     3,883.9     2,979.2  
   
 
 
    Total liabilities and common shareholders' equity   $ 19,015.1   $ 15,882.0  
   
 
 

See Notes to Consolidated Financial Statements including Note 18 for Commitments and Contingencies.

F-1



CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

 
  Year Ended December 31,
 
Millions, except per share amounts

 
  2004
  2003
  2002
 
Revenues                    
  Earned insurance and reinsurance premiums   $ 3,820.5   $ 3,137.7   $ 3,576.4  
  Net investment income     360.9     290.9     366.0  
  Net realized investment gains     181.1     162.6     156.0  
  Other revenue     190.5     202.6     109.5  
   
 
 
 
    Total revenues     4,553.0     3,793.8     4,207.9  
   
 
 
 
Expenses                    
  Losses and loss adjustment expenses     2,591.1     2,138.1     2,638.2  
  Insurance and reinsurance acquisition expenses     743.5     615.0     804.3  
  Other underwriting expenses     521.3     347.1     401.7  
  General and administrative expenses     309.3     201.8     92.7  
  Accretion of fair value adjustment to loss and loss adjustment expense reserves     43.3     48.6     79.8  
  Interest expense on debt     49.1     48.6     71.8  
  Interest expense—dividends and accretion on preferred stock subject to mandatory redemption     47.6     22.3      
   
 
 
 
    Total expenses     4,305.2     3,421.5     4,088.5  
   
 
 
 
Pretax income     247.8     372.3     119.4  
  Income tax provision     (47.0 )   (127.6 )   (11.7 )
   
 
 
 
Net income before minority interest, equity in earnings of affiliates, accounting changes and extraordinary items     200.8     244.7     107.7  
  Dividends on mandatorily redeemable preferred stock of subsidiaries         (15.1 )   (30.3 )
  Accretion of preferred stock of subsidiaries to face value         (6.4 )   (10.6 )
  Equity in earnings of unconsolidated affiliates     37.4     57.4     14.0  
   
 
 
 
Net income before accounting changes and extraordinary items     238.2     280.6     80.8  
  Cumulative effect of changes in accounting principles             660.2  
  Excess of fair value of acquired net assets over cost     180.5         7.1  
   
 
 
 
Net income     418.7     280.6     748.1  
   
 
 
 
  Net change in unrealized gains and losses for investments held     218.0     163.1     298.7  
  Net change in foreign currency translation     48.8     3.2     (1.4 )
  Recognition of unrealized gains and losses for investments sold     (87.9 )   (87.3 )   (95.0 )
  Net change in minimum pension liability     (2.4 )        
   
 
 
 
Comprehensive net income   $ 595.2   $ 359.6   $ 950.4  
   
 
 
 
  Computation of net income available to common shareholders                    
  Net income   $ 418.7   $ 280.6   $ 748.1  
  Redemption value adjustment—Convertible Preference Shares         (49.5 )   (19.0 )
  Dividends declared on Convertible Preference Shares             (.4 )
   
 
 
 
Net income available to common shareholders   $ 418.7   $ 231.1   $ 728.7  
   
 
 
 
Basic earnings per Common Share                    
  Net income before accounting changes and extraordinary items   $ 24.05   $ 26.48   $ 7.47  
  Net income     42.28     26.48     88.61  
Diluted earnings per Common Share                    
  Net income before accounting changes and extraordinary items   $ 22.67   $ 23.63   $ 6.80  
  Net income     39.92     23.63     80.75  
   
 
 
 
Dividends declared and paid per Common Share   $ 1.00   $ 1.00   $ 1.00  
   
 
 
 

See Notes to Consolidated Financial Statements.

F-2



CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY

Millions

  Total
  Common
Shares and
paid-in
surplus

  Retained
earnings

  Accumulated
other
comprehensive
income

  Unearned
compensation

 
Balances at January 1, 2002   $ 1,444.6   $ 1,106.6   $ 355.1   $ 4.4   $ (21.5 )
   
 
 
 
 
 
Net income     748.1         748.1          
Net change in unrealized investment gains     203.7             203.7      
Net change in foreign currency translation     (1.4 )           (1.4 )    
Dividends declared on Convertible Preference Shares     (.4 )       (.4 )        
Dividends declared on Common Shares     (8.3 )       (8.3 )        
Issuances of Common Shares     30.2     30.2              
Redemption value adjustment—Convertible Preference Shares     (19.0 )       (19.0 )        
Repurchases and retirements of Common Shares     (6.5 )   (2.9 )   (3.6 )        
Amortization of Restricted Share awards     16.2                 16.2  
Accrued Option expense     .7     .7              
   
 
 
 
 
 
Balances at December 31, 2002     2,407.9     1,134.6     1,071.9     206.7     (5.3 )
   
 
 
 
 
 
Net income     280.6         280.6          
Net change in unrealized investment gains     75.8             75.8      
Net change in foreign currency translation     3.2             3.2      
Dividends declared on Common Shares     (8.3 )       (8.3 )        
Issuances of Common Shares     270.1     270.1              
Repurchases and retirements of Common Shares     (13.8 )   (5.5 )   (8.3 )        
Issuance of Restricted Shares         2.0             (2.0 )
Amortization of Restricted Share awards     5.8                 5.8  
Redemption value adjustment—Convertible Preference Shares     (49.5 )       (49.5 )        
Accrued Option expense     7.4     7.4              
   
 
 
 
 
 
Balances at December 31, 2003     2,979.2     1,408.6     1,286.4     285.7     (1.5 )
   
 
 
 
 
 
Net income     418.7         418.7          
Net change in unrealized investment gains     130.1             130.1      
Net change in foreign currency translation     48.8             48.8      
Net change in minimum pension liability     (2.4 )           (2.4 )    
Dividends declared on Common Shares     (9.1 )       (9.1 )        
Exercise of warrants held by Berkshire Hathaway, Inc.     294.0     294.0              
Issuances of Common Shares     13.7     13.7              
Repurchases and retirements of Common Shares     (.2 )   (.1 )   (.1 )        
Issuances of Restricted Shares         4.7             (4.7 )
Amortization of Restricted Share awards     2.0                 2.0  
Accrued Option expense     9.1     9.1              
   
 
 
 
 
 
Balances at December 31, 2004   $ 3,883.9   $ 1,730.0   $ 1,695.9   $ 462.2   $ (4.2 )
   
 
 
 
 
 

See Notes to Consolidated Financial Statements.

F-3



CONSOLIDATED STATEMENTS OF CASH FLOWS

 
  Year Ended December 31,
 
Millions

 
  2004
  2003
  2002
 
Net income   $ 418.7   $ 280.6   $ 748.1  
Charges (credits) to reconcile net income to net cash used for operating activities:                    
  Cumulative effect of changes in accounting principles             (660.2 )
  Excess of fair value of acquired net assets over cost     (180.5 )       (7.1 )
  Net realized investment gains     (181.1 )   (162.6 )   (156.0 )
  Undistributed equity in earnings from unconsolidated insurance affiliates, after-tax     (37.4 )   (57.4 )   (14.0 )
  Deferred income tax (benefit) provision     (59.0 )   105.0     163.9  
Other operating items:                    
  Net Federal income tax (payments) receipts     (86.5 )   27.4     189.6  
  Net change in insurance and reinsurance balances receivable     90.0     51.5     273.0  
  Net change in reinsurance recoverable on paid and unpaid losses     300.8     636.2     110.3  
  Net change in deferred acquisition costs     (33.5 )   11.3     68.4  
  Net change in loss and LAE reserves and reserves for structured contracts     (806.7 )   (1,147.1 )   (652.3 )
  Net change in unearned insurance and reinsurance premiums     (54.0 )   (105.0 )   (300.1 )
  Net change in other assets and liabilities, net     72.5     (148.4 )   (137.7 )
   
 
 
 
Net cash used for operating activities     (556.7 )   (508.5 )   (374.1 )
   
 
 
 
Cash flows from investing activities:                    
  Net decrease in short-term investments     768.2     244.0     755.2  
  Sales of fixed maturity investments     5,905.1     17,290.5     13,531.9  
  Maturities of fixed maturity investments     1,561.7     1,372.0     411.9  
  Sales of common equity securities and other investments     557.3     160.1     98.4  
  Sales of consolidated and unconsolidated affiliates, net of cash sold     220.9     25.0      
  Purchases of fixed maturity investments     (7,157.3 )   (18,248.2 )   (14,066.6 )
  Purchases of common equity securities and other investments     (378.8 )   (354.4 )   (244.5 )
  Purchases of consolidated and unconsolidated affiliates, net of cash acquired     (659.8 )       (.5 )
  Net change in unsettled investment purchases and sales     (337.2 )   28.1     98.4  
  Net (acquisitions) dispositions of property and equipment     (13.6 )   43.4     (12.8 )
   
 
 
 
Net cash provided from investing activities     466.5     560.5     571.4  
   
 
 
 
Cash flows from financing activities:                    
  Proceeds from issuances of Common Shares and Convertible Preference Shares     307.8     1.5     226.4  
  Proceeds from issuances of debt         693.4     8.0  
  Repayments of debt     (25.0 )   (739.9 )   (338.6 )
  Dividends paid on mandatorily redeemable preferred stock of subsidiaries     (30.3 )   (30.3 )   (30.3 )
  Dividends paid on Common Shares     (9.1 )   (8.3 )   (8.3 )
  Dividends paid on Convertible Preference Shares             (.4 )
   
 
 
 
Net cash provided from (used for) financing activities     243.4     (83.6 )   (143.2 )
   
 
 
 
Net increase (decrease) in cash during year     153.2     (31.6 )   54.1  
Cash balance at beginning of year     89.9     121.5     67.4  
   
 
 
 
Cash balance at end of year   $ 243.1   $ 89.9   $ 121.5  
   
 
 
 

See Notes to Consolidated Financial Statements.

F-4



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Summary of Significant Accounting Policies

Basis of presentation

        The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with GAAP in the United States. Previously defined terms used within these financial statements have the same meaning as they have elsewhere within this report. The Company is a Bermuda limited liability company with its headquarters located at The Bank of Butterfield Building, 42 Reid Street, 6th Floor, Hamilton HM 12, Bermuda. The Company's principal executive office is located at 80 South Main Street, Hanover, New Hampshire 03755-2053 and its registered office is located at Clarendon House, 2 Church Street, Hamilton, Bermuda HM 11.

        The Company's reportable segments are OneBeacon, White Mountains Re, Esurance and Other Operations.

        The OneBeacon family of companies are U.S.-based property and casualty insurance writers, which were acquired by White Mountains from Aviva plc ("Aviva", formerly CGNU plc) on June 1, 2001 (the "OneBeacon Acquisition").

        White Mountains' reinsurance operations are conducted primarily through its recently formed global reinsurance organization ("White Mountains Re"), which oversees the operations of Folksamerica, Sirius, and WMU, as described below.

        Folksamerica Reinsurance Company, together with its parent, Folksamerica Holding Company, ("Folksamerica") became a wholly-owned subsidiary of White Mountains in 1998. In connection with the OneBeacon Acquisition, Folksamerica was contributed to OneBeacon. On November 30, 2004, White Mountains completed a significant corporate reorganization and, as part of the reorganization, ownership of Folksamerica was transferred to White Mountains Re.

        On April 16, 2004, White Mountains acquired Sirius Insurance Holding Sweden AB and its subsidiaries ("Sirius"), a group of international insurers and reinsurers that focuses mainly on property and other short-tailed lines, from ABB Ltd. (See Note 2). Subsequent to White Mountains' acquisition of Sirius, Fund American Reinsurance Company Ltd. ("Fund American Re") was sold to Sirius by the Company. Accordingly, the results of Fund American Re are included in Sirius' results throughout this report. White Mountains' reinsurance operations also include its wholly owned subsidiaries, White Mountains Underwriting Limited (domiciled in Ireland) and White Mountains Underwriting (Bermuda) Limited (collectively, "WMU"). WMU is an reinsurance advisory company specializing in international property and marine excess reinsurance.

        Esurance has been a unit of White Mountains since October 2000. Esurance markets personal auto insurance directly to customers and through select online agents.

        White Mountains' Other Operations consists of the Company and its intermediate holding companies, as well as the International American Group, Inc. (the "International American Group"). The International American Group, which was acquired by White Mountains in 1999, consists of American Centennial Insurance Company ("American Centennial") and British Insurance Company of Cayman ("British Insurance Company") and, prior to its sale in January 2004, also included Peninsula Insurance Company ("Peninsula").

        White Mountains has completed numerous significant transactions during the periods presented which have affected the comparability of the financial statement information presented herein. White Mountains' consolidated statements of income and comprehensive income include the results of acquired businesses beginning as of the date each respective acquisition was completed. Net changes in

F-5



assets and liabilities reported in the consolidated statements of cash flows exclude those assets and liabilities acquired or sold during the periods presented.

        All significant intercompany transactions have been eliminated in consolidation. The financial statements include all adjustments considered necessary by management to fairly present the Company's financial position, its results of operations and its cash flows.

        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. Certain amounts in the prior period financial statements have been reclassified to conform with the current presentation.

Investment securities

        White Mountains' portfolio of fixed maturity investments and common equity securities are classified as available for sale and are reported at fair value as of the balance sheet date as determined by quoted market values. Other investments principally include investments in limited partnership interests which are recorded using the equity method of accounting. Net unrealized investment gains and losses, after-tax, associated with such investments are reported as a net amount as a separate component of shareholders' equity. Changes in net unrealized investment gains and losses, after-tax, are reported as a component of other comprehensive income. Investment securities are regularly reviewed for impairment based on criteria that include the extent to which cost exceeds market value, the duration of the market decline, the financial health of and specific prospects for the issuer and the ability and intent to hold the investment to maturity. Investment losses that are other than temporary are recognized in earnings. Realized gains and losses resulting from sales of investment securities are accounted for using the weighted average method.

        Premiums and discounts on fixed maturity investments are accreted to income over the anticipated life of the investment.

        Short-term investments consist of money market funds, certificates of deposit and other securities which mature or become available for use within one year. Short-term investments are carried at amortized cost, which approximated fair value as of December 31, 2004 and 2003.

        White Mountains participates in a securities lending program whereby certain of its fixed maturity investments are loaned to other institutions for short periods of time through a lending agent. White Mountains maintains control over the securities it lends, retains the earnings and cash flows associated with the loaned securities and receives a fee from the borrower for the temporary use of the asset. Collateral, in the form of cash and United States government securities, is required at a rate of 102% of the fair value of the loaned securities and is monitored and maintained by the lending agent. The fair value of the securities lending collateral is recorded as both an asset and liability on the balance sheet. An indemnification agreement with the lending agent protects White Mountains in the event a borrower becomes insolvent or fails to return any of the securities on loan.

        The Company does not use derivatives for hedging, but does own convertible bonds with embedded derivatives. In accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", the Company bifurcates all equity option derivatives that are embedded in its convertible bonds. The original host instruments are reported, at fair value, in fixed maturity investments and the embedded derivatives are reported, at fair value, in other investments. Because these derivatives do not qualify as hedging instruments, changes in fair values of derivatives are included in realized gains and losses. The fair value of derivatives included in other investments was $33.9 million at December 31, 2004 and realized gains (losses) on derivatives was $7.3 million for the period ending December 31, 2004.

F-6



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.

Insurance and reinsurance operations

        White Mountains accounts for insurance and reinsurance policies that it writes in accordance with SFAS No. 60, "Accounting and Reporting by Insurance Enterprises" ("SFAS 60"). Premiums written are recognized as revenues and are earned ratably over the term of the related policy or reinsurance treaty. Unearned premiums represent the portion of premiums written that are applicable to future insurance or reinsurance coverage provided by policies or treaties in force. AutoOne Insurance, which acts as a limited assigned distribution ("LAD") servicing carrier, enters into contractual arrangements with insurance companies to assume private passenger automobile assigned risk exposures in the state of New York. AutoOne Insurance receives LAD servicing fees for assuming these risks. LAD servicing fees are typically a percentage of the total premiums that AutoOne Insurance must write to fulfill the obligation of the transferor company. LAD servicing carriers may choose to write certain policies voluntarily by taking risks out of the NYAIP. These policies generate takeout credits which can be "sold" for fees to the transferor company ("takeout fees"). These fees are also typically a percentage of the transferor company's NYAIP premium assignments. AutoOne Insurance's LAD servicing and takeout fees are recorded as written premium when billed and are earned ratably over the term of the related policy to which the fee relates.

        Deferred acquisition costs represent commissions, premium taxes, brokerage expenses and other costs which are directly attributable to and vary with the production of new business. These costs are deferred and amortized 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. This limitation is referred to as a premium deficiency. 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. 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 insurance losses and LAE are based on estimates (generally determined by claims adjusters, legal counsel and actuarial staff) of the ultimate costs of settling claims, including the effects of inflation and other societal and economic factors. Unpaid reinsurance losses and LAE are based primarily on reports received from ceding companies and actuarial projections. 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 adjustments resulting therefrom are reflected in current 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.

        OneBeacon discounts certain of its long-term workers compensation loss and LAE reserves when such liabilities constitute unpaid but settled claims under which the payment pattern and ultimate costs are fixed and determinable on an individual claim basis. OneBeacon discounts these reserves using an average discount rate which is determined based on the facts and circumstances applicable at the time the claims are settled (4.7% at December 31, 2004 and 2003). As of December 31, 2004 and 2003, the discount on OneBeacon's workers compensation loss and LAE reserves amounted to $259.4 million and $294.5 million, respectively.

F-7



        In connection with purchase accounting for the OneBeacon Acquisition, White Mountains was required to adjust to fair value OneBeacon's loss and LAE reserves and the related reinsurance recoverables by $646.9 million and $346.9 million, respectively, on OneBeacon's acquired balance sheet as of June 1, 2001. This net reduction to loss and LAE reserves of $300.0 million is being accreted through an income statement charge ratably over the period that the claims to which such reserves relate are expected to be settled. See Note 3.

        In connection with purchase accounting for the Sirius Acquisition, White Mountains was required to adjust to fair value the loss and LAE reserves on Sirius' acquired balance sheet by $58.1 million. This fair value adjustment is being recognized through an income statement charge ratably with and over the period the claims are settled. See Note 3.

        White Mountains' insurance and reinsurance subsidiaries enter into ceded reinsurance contracts from time to time to protect their businesses from losses due to concentration of risk, to manage their operating leverage ratios and to limit losses arising from catastrophic events. The majority of such reinsurance contracts are executed through excess of loss treaties and catastrophe contracts under which the reinsurer indemnifies for a specified part or all of certain types of losses over stipulated amounts arising from any one occurrence or event. White Mountains has also entered into quota share treaties with reinsurers under which all risks meeting prescribed criteria are covered on a pro-rata basis. The amount of each risk ceded by White Mountains is subject to maximum limits which vary by line of business and type of coverage. Amounts related to reinsurance contracts are recorded in accordance with SFAS 113 and Emerging Issues Task Force Topic No. D-54, as applicable.

        Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policies. The collectibility of reinsurance recoverables is subject to the solvency of the reinsurers. White Mountains is selective in regard to its reinsurers, principally placing reinsurance with those reinsurers with a strong financial condition, industry ratings and underwriting ability. Management monitors the financial condition and ratings of its reinsurers on an ongoing basis.

        Reinsurance premiums, commissions, expense reimbursements and reserves related to reinsured business are accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Premiums ceded to other companies are reported as a reduction of premiums written. Expense allowances received in connection with reinsurance ceded have been accounted for as a reduction of the related policy acquisition costs and are deferred and amortized accordingly. Funds held by ceding companies represent amounts due to White Mountains in connection with certain assumed reinsurance