Held for Sale and Discontinued Operations

Sirius Group

On April 18, 2016, White Mountains completed the sale of Sirius Group to CMI for approximately $2.6 billion. $161.8 million of this amount was used to purchase certain assets to be retained by White Mountains out of Sirius Group, including shares of OneBeacon. The amount paid at closing was based on an estimate of Sirius Group’s closing date tangible common shareholder’s equity. During 2016, White Mountains recorded $363.2 million of gain from sale of Sirius Group in discontinued operations in the statement of operations and $113.3 million in other comprehensive income from discontinued operations.

Through April 18, 2016, Sirius Group’s results are reported as discontinued operations and assets and liabilities held for sale within White Mountains’s GAAP financial statements. Assets held for sale did not include White Mountains’s investment in OneBeacon and certain other investments that were held in the Sirius Group legal entities. As of December 31, 2015, the value of these investments, net of related tax effects, was $686.2 million, of which $528.6 million related to Symetra. Net income (loss) from discontinued operations does not include White Mountains’s net investment income and net realized and unrealized investment gains (losses) associated with these investments. For the years ended December 31, 2016, 2015 and 2014, $3.7 million, $205.0 million, of which $200.8 million is related to Symetra, and $2.7 million of net investment income and net realized and unrealized investment gains (losses), net of related tax effects, that were included in the Sirius Group legal entities have been excluded from net income (loss) from discontinued operations. For the years ended December 31, 2016, 2015 and 2014, White Mountains recorded $(4.3) million, $81.1 million and $262.0 million of net (loss) income from discontinued operations and $32.0 million, $(65.0) million, and $(169.5) million of other comprehensive income (loss) from Sirius Group.

The transactions to purchase the investments in OneBeacon and the other investments held by Sirius Group prior to the closing are presented in the statement of cash flows as net settlement of investment cash flows with discontinued operations.

Tranzact

On June 9, 2016, White Mountains announced that it had entered into an agreement for the sale of Tranzact to an affiliate of Clayton, Dubilier & Rice, LLC. On July 21, 2016, White Mountains completed the sale of Tranzact and received net proceeds of $221.3 million at closing. On October 5, White Mountains received additional proceeds of $1.2 million following the release of the post-closing purchase price adjustment escrow. For the year ended December 31, 2016, White Mountains recorded $51.9 million of gain from the sale of Tranzact in discontinued operations in the statement of operations. See Note 2 - “Significant Transactions”.

Through July 21, 2016, Tranzact's results of operations are reported as discontinued operations and assets and liabilities held for sale within White Mountains's GAAP financial statements. For the year ended December 31, 2016, 2015, and 2014, White Mountains recorded net income (loss) from discontinued operations of $6.1 million, $(1.9) million and $0.4 million from Tranzact.

White Mountains recognized a $21.4 million tax benefit in continuing operations related to the reversal of a valuation allowance that resulted from the gain on the sale of Tranzact recognized within discontinued operations. This tax benefit was recorded in continuing operations with an offsetting amount of net tax expense recorded in discontinued operations, $30.2 million of tax expense was recorded to gain from sale of Tranzact in discontinued operations and a $8.8 million tax benefit was recorded to net income from discontinued operations.

Star & Shield

On July 1, 2016, SSIE voluntarily ceased writing new policies. As a result, White Mountains wrote off its investment in SSIE Surplus Notes which resulted in a $21.0 million total decrease to net income attributable to White Mountain’s common shareholders and a corresponding increase to net income attributable to non-controlling interests. On January 13, 2017, White Mountains reached an agreement to sell Star & Shield and its investment in SSIE Surplus Notes to K2 Insurance Services LLC. As a result, White Mountains has presented Star & Shield’s and SSIE’s assets and liabilities as held for sale as of December 31, 2016 and 2015.

OneBeacon Runoff

In December 2014, OneBeacon completed the Runoff Transaction. The results of operations for the Runoff Business have been classified as discontinued operations and are presented, net of related income taxes, in the statement of operations and comprehensive income. The amounts classified as discontinued operations exclude investing and financing activities that are conducted on an overall consolidated level and, accordingly, there were no separately identifiable investments associated with the Runoff Business. The vast majority of the gross and net run-off unpaid loss and LAE reserves were included in the entities that were transferred to Armour. As of December 31, 2016 and 2015, gross loss and LAE reserves of $18.3 million and $20.4 million related to the Runoff Business were ceded to OBIC, an indirect wholly-owned subsidiary of Armour, beginning December 23, 2014, by a 100% quota share agreement with ASIC.

For the year ended December 31, 2015, White Mountains recorded $0.3 million to the gain from sale of discontinued operations related to an adjustment on the estimated loss on sale, which included the final settlement of certain post-closing items. For the year ended December 31, 2015, the net loss from discontinued operations relating to the Runoff Business, net of tax, was $0.5 million.

Esurance

For the years ended December 31, 2015 and 2014, White Mountains recorded a gain from sale of Esurance and AFI in discontinued operations of $17.9 million and $3.2 million, which primarily related to a payments from Allstate for favorable development on loss reserves. Since the closing of the transaction through December 31, 2016, White Mountains has received a net amount of $28.3 million from Allstate, primarily related to the favorable development on loss reserves. See Note 21 - “Commitments and Contingencies”.

Fireman's Fund

During 2014, White Mountains recorded a gain in discontinued operations of $14.0 million from a payment received from Allianz, the purchaser of White Mountains's former subsidiary Fireman’s Fund Insurance Company (“FFIC”), related to the utilization of alternative minimum tax credits associated with the tax loss on the sale of FFIC in 1991.

Summary of Reclassified Balances and Related Items

Net Assets Held for Sale

The following summarizes the assets and liabilities associated with business classified as held for sale. At December 31, 2016, the amounts presented relate to Star and Shield and SSIE. At December 31, 2015, amounts presented relate to Sirius Group, Tranzact, Star and Shield and SSIE.



	December 31,
Millions	2016			2015
Assets held for sale
Fixed maturity investments, at fair value	$	6.6		$	2,383.5
Short-term investments, at amortized cost (which approximates fair value)	.2			352.1
Common equity securities, at fair value	—			174.4
Other long-term investments	—			72.2
Total Investments	6.8			2,982.2
Cash	.9			150.2
Reinsurance recoverable on unpaid losses	.3			283.6
Reinsurance recoverable on paid losses	—			10.2
Insurance and reinsurance premiums receivable	1.5			326.6
Deferred acquisition costs	—			74.6
Deferred tax asset	—			303.1
Ceded unearned insurance and reinsurance premiums	—			87.7
Accounts receivable on unsettled investment sales	—			29.0
Goodwill and other intangible assets	—			330.5
Other assets	.6			212.7
Total assets held for sale	$	10.1		$	4,790.4
Liabilities held for sale
Loss and loss adjustment expense reserves	$	5.0		$	1,650.4
Unearned insurance and reinsurance premiums	1.2			344.3
Debt	—			506.4
Deferred tax liability	—			270.6
Accrued incentive compensation	—			64.2
Funds held under reinsurance treaties	—			52.9
Other liabilities	(1.1		)	158.6
Total liabilities held for sale	5.1			3,047.4
Net assets held for sale	$	5.0		$	1,743.0

Net Income (Loss) from Discontinued Operations

The following summarizes the results of operations, including related income taxes associated with the business classified as discontinued operations. For the year ended December 31, 2016, the amounts presented relate to Sirius Group and Tranzact. For the years ended December 31, 2015 and 2014, the amounts presented relate to Sirius Group, Tranzact, Esurance, and the OneBeacon's runoff business. The results of discontinued operations from Sirius Group and Tranzact up to the closing date of the transaction inure to White Mountains.



	Year Ended December 31, 2016
Millions	Sirius Group			Other Disc Ops			Total
Revenues
Earned insurance premiums	$	240.1		$	—		$	240.1
Net investment income	14.4			—			14.4
Net realized and unrealized investment losses	(1.5		)	—			(1.5		)
Other revenue	.6			119.6			120.2
Total revenues	253.6			119.6			373.2
Expenses
Loss and loss adjustment expenses	154.9			—			154.9
Insurance and reinsurance acquisition expenses	59.0			—			59.0
Other underwriting expenses	30.9			—			30.9
Interest expense on debt	7.9			3.2			11.1
General and administrative expenses	8.3			118.8			127.1
Total expenses	261.0			122.0			383.0
Pre-tax loss	(7.4		)	(2.4		)	(9.8		)
Income tax benefit	3.1			6.4			9.5
Net (loss) income from discontinued operations	(4.3		)	4.0			(.3		)
Gain from sale of Sirius Group, net of tax	363.2			—			363.2
Gain from sale of Tranzact, net of tax	—			51.9			51.9
Total income from discontinued operations	358.9			55.9			414.8
Change in foreign currency translation and other from discontinued operations, net of tax	32.0			—			32.0
Recognition of foreign currency translation and other from sale of Sirius Group, net of tax	113.3			—			113.3
Comprehensive income from discontinued operations	$	504.2		$	55.9		$	560.1



	Year Ended December 31, 2015
Millions	Sirius Group			Other Disc Ops			Total
Revenues
Earned insurance premiums	$	847.0		$	—		$	847.0
Net investment income	40.7			—			40.7
Net realized and unrealized investment gains	15.1			—			15.1
Other (loss) revenue	(20.6		)	186.2			165.6
Total revenues	882.2			186.2			1,068.4
Expenses
Loss and loss adjustment expenses	422.7			—			422.7
Insurance and reinsurance acquisition expenses	189.8			—			189.8
Other underwriting expenses	107.9			—			107.9
Interest expense on debt	26.6			4.0			30.6
General and administrative expenses	27.0			185.3			212.3
Total expenses	774.0			189.3			963.3
Pre-tax income (loss)	108.2			(3.1		)	105.1
Income tax (expense) benefit	(27.1		)	.7			(26.4		)
Net income (loss) from discontinued operations	81.1			(2.4		)	78.7
Gain from sale of OneBeacon, net of tax	—			.3			.3
Gain from sale of Esurance and AFI, net of tax	—			17.9			17.9
Total income from discontinued operations	81.1			15.8			96.9
Change in foreign currency translation and other from discontinued operations, net of tax	(65.0		)	—			(65.0		)
Comprehensive income from discontinued operations	$	16.1		$	15.8		$	31.9



	Year Ended December 31, 2014
Millions	Sirius Group			Other Disc Ops			Total
Revenues
Earned insurance premiums	$	873.9		$	.1		$	874.0
Net investment income	40.9			—			40.9
Net realized and unrealized investment gains	205.4			—			205.4
Other (loss) revenue	(62.4		)	43.0			(19.4		)
Total revenues	1,057.8			43.1			1,100.9
Expenses
Loss and loss adjustment expenses	345.3			(.7		)	344.6
Insurance and reinsurance acquisition expenses	193.6			.1			193.7
Other underwriting expenses	129.7			3.5			133.2
Interest expense on debt	26.3			1.4			27.7
General and administrative expenses	30.5			41.2			71.7
Total expenses	725.4			45.5			770.9
Pre-tax income (loss)	332.4			(2.4		)	330.0
Income tax (expense) benefit	(70.4		)	1.0			(69.4		)
Net income (loss) from discontinued operations	262.0			(1.4		)	260.6
Gain from sale of FFIC, net of tax	—			14.0			14.0
Loss from sale of OneBeacon, net of tax	—			(18.8		)	(18.8		)
Gain from sale of Esurance and AFI, net of tax	—			3.2			3.2
Total income (loss) from discontinued operations	262.0			(3.0		)	259.0
Change in foreign currency translation and other from discontinued operations, net of tax	(169.5		)	—			(169.5		)
Comprehensive income (loss) from discontinued operations	$	92.5		$	(3.0	)	$	89.5

Net Change in Cash from Discontinued Operations

The following summarizes the net change in cash associated with the businesses classified as discontinued operations:



	Year ended
	December 31,
Millions	2016			2015			2014
Net cash (used for) provided from operations	$	(24.7	)	$	56.0		$	48.9
Net cash provided from investing activities	221.7			(5.4		)	51.2
Net cash used for financing activities	(.2		)	(11.6		)	(64.5		)
Effect of exchange rate changes on cash	—			(4.5		)	(14.3		)
Net change in cash during the period	196.8			34.5			21.3
Cash balances at beginning of period	150.2			116.8			93.2
Net change in cash held for sale	(.3		)	(1.1		)	2.3
Cash sold as part of sale of consolidated subsidiaries	345.8			—			—
Cash balances at end of period	$	.9		$	150.2		$	116.8

Earnings Per Share

Basic earnings per share amounts are based on the weighted average number of common shares outstanding including unvested restricted shares that are considered participating securities. Diluted earnings per share amounts are based on the weighted average number of common shares including unvested restricted shares and the net effect of potentially dilutive common shares outstanding. The following table outlines the computation of earnings per share for discontinued operations for the years ended December 31, 2016, 2015 and 2014:



	Year Ended December 31,
	2016			2015			2014
Basic and diluted earnings per share numerators (in millions):
Net income attributable to White Mountains’s common shareholders	$	414.8		$	96.9		$	259.0
Allocation of income for participating unvested restricted common shares ⁽¹⁾	(5.4		)	(1.1		)	(3.3		)
Net income attributable to White Mountains’s common shareholders, net of restricted common share amounts ⁽²⁾	$	409.4		$	95.8		$	255.7
Basic earnings per share denominators (in thousands):
Total average common shares outstanding during the period	5,014.9			5,879.2			6,104.9
Average unvested restricted common shares ⁽³⁾	(64.8		)	(68.0		)	(78.9		)
Basic earnings per share denominator	4,950.1			5,811.2			6,026.0
Diluted earnings per share denominator (in thousands):
Total average common shares outstanding during the period	5,018.1			5,879.2			6,104.9
Average unvested restricted common shares⁽³⁾	(64.8		)	(68.0		)	(78.9		)
Diluted earnings per share denominator⁽⁴⁾	4,953.3			5,811.2			6,026.0
Basic earnings per share (in dollars):	$	82.71		$	16.48		$	42.43
Diluted earnings per share (in dollars):	$	82.66		$	16.48		$	42.43


⁽¹⁾	Restricted shares issued by White Mountains contain dividend participation features, and therefore, are considered participating securities.


⁽²⁾	Net income (loss) attributable to White Mountains’s common shareholders, net of restricted share amounts, is equal to undistributed earnings for the years ended December 31, 2016, 2015 and 2014.


⁽³⁾	Restricted common shares outstanding vest either in equal annual installments or upon a stated date. See Note 13 — “Employee Share-Based Incentive Compensation Plans”.


⁽⁴⁾	The diluted earnings (loss) per share denominator for the years ended December 31, 2016, includes the impact of 40,000 common shares issuable upon exercise of the non-qualified options outstanding, which results in 3,217 incremental shares outstanding over the period.