Held for Sale and Discontinued Operations

12 Months Ended

Dec. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

Held for Sale and Discontinued Operations

Sirius Group

On April 18, 2016, White Mountains completed the sale of Sirius International Insurance Group, Ltd. (“Sirius Group”) to CM International Pte. Ltd. and CM Bermuda Limited (collectively “CMI”). In connection with the sale, White Mountains indemnified Sirius Group against the loss of certain interest deductions claimed by Sirius Group related to periods prior to the sale of Sirius Group to CMI that had been disputed by the Swedish Tax Agency (STA). In late October 2018, the Swedish Administrative Court ruled against Sirius Group on its appeal of the STA’s denial of these interest deductions. As a result, in 2018 White Mountains recorded a loss of $17.3 million within net (loss) gain on sale of discontinued operations reflecting the value of these interest deductions.

As of December 31, 2020, White Mountains recorded a liability of $18.7 million, related to the tax indemnification provided in connection with the sale of Sirius Group in 2016. In April 2021, the STA informed the Swedish Administrative Court of Appeal that Sirius Group should prevail in its appeal and that the interest deductions should not be disallowed. In June 2021, the Swedish Administrative Court of Appeal ruled in Sirius Group’s favor. During 2021, White Mountains recorded a gain of $17.6 million in discontinued operations to reverse the liability accrued as of December 31, 2020 and $1.1 million gain related to foreign currency translation. During 2020, White Mountains recorded an increase in the liability of $2.2 million related to foreign currency translation that was included within net loss on sale of discontinued operations.

NSM

On April 12, 2021, NSM completed the sale of the Fresh Insurance motor business for net proceeds of £1.1 million ($1.5 million based upon the foreign exchange spot rate as of the transaction date). The assets and liabilities included in the transaction, were measured at their estimated fair values, net of disposal and classified as held for sale at March 31, 2021. However, the transaction did not meet the criteria to be classified as discontinued operations. In the first quarter of 2021, NSM recorded a loss of $28.7 million related to the sale.

Other

As of December 31, 2021, White Mountains classified one of the Other Operating Businesses, which included $16.1 million of insurance licenses, investments and cash, as assets held for sale.

As of December 31, 2017, White Mountains classified its Guilford, Connecticut property, which consists of an office building and adjacent land, as held for sale. On August 20, 2020, the office building was sold for $2.3 million. For the year ended December 31, 2020, White Mountains recognized $0.1 million of realized loss on the sale of the office building.

As of December 31, 2020, the adjacent land was measured at its estimated fair value, net of costs of disposal, of $0.7 million. On September 17, 2021, the adjacent land was sold for $0.7 million and White Mountains recognized $0.1 million of realized loss within other revenues in the Other Operations segment.

As of December 31, 2020, assets held for sale also includes a corporate aircraft. The aircraft was measured at its carrying value of $1.7 million, which is lower than its estimated fair value. On February 12, 2021, the corporate aircraft was sold for $2.1 million and White Mountains recorded $0.5 million of realized gains within other revenues in the Other Operations segment.

Earnings Per Share from Discontinued Operations

White Mountains calculates earnings per share using the two-class method, which allocates earnings between common and unvested restricted common shares. Both classes of shares participate equally in earnings on a per share basis. Basic earnings per share amounts are based on the weighted average number of common shares outstanding adjusted for unvested restricted common shares. Diluted earnings per share amounts are also impacted by the net effect of potentially dilutive common shares outstanding. The following table presents the Company’s computation of earnings per share for discontinued operations for the years ended December 31, 2021, 2020 and 2019:


	Year Ended December 31,
	2021		2020		2019
Basic and diluted earnings per share numerators (in millions):
Net income (loss) attributable to White Mountains’s common shareholders	$	(275.4)	$	708.7	$	414.5
Less: total income (loss) from continuing operations, net of tax	(294.1)		711.0		413.7
Net income (loss) from discontinued operations attributable to White Mountains’s common shareholders	18.7		(2.3)		.8
Allocation of (earnings) losses to participating restricted common shares (1)	(.2)		—		—
Basic and diluted (loss) earnings per share numerators	$	18.5	$	(2.3)	$	.8
Basic earnings per share denominators (in thousands):
Total average common shares outstanding during the period	3,079.0		3,122.2		3,181.6
Average unvested restricted common shares (3)	(36.5)		(40.8)		(40.5)
Basic earnings (loss) per share denominator	3,042.5		3,081.4		3,141.1
Diluted earnings per share denominator (in thousands):
Total average common shares outstanding during the period	3,079.0		3,122.2		3,181.6
Average unvested restricted common shares (3)	(36.5)		(40.8)		(40.5)

Diluted earnings (loss) per share denominator	3,042.5		3,081.4		3,141.1
Basic (loss) earnings per share (in dollars) - discontinued operations:	$	6.07	$	(.75)	$	.25
Diluted (loss) earnings per share (in dollars) - discontinued operations:	$	6.07	$	(.75)	$	.25

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

(2)Net earnings attributable to White Mountains’s common shareholders, net of restricted share amounts, is equal to undistributed earnings for the years ended December 31, 2021, 2020 and 2019.

(3)Restricted common shares outstanding vest either in equal annual installments or upon a stated date. See Note 12 — “Employee Share-Based Compensation Plans”.