Bermuda
(State or other jurisdiction of
incorporation or organization)
|
1-8993
(Commission file number) |
94-2708455
(I.R.S. Employer Identification No.) |
(1)
|
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2017; and
|
(2)
|
Unaudited Pro Forma Condensed Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014.
|
Exhibit No.
|
|
Description
|
10.1
|
|
|
99.1
|
|
|
99.2
|
|
|
|
WHITE MOUNTAINS INSURANCE GROUP, LTD.
|
|
Date: September 28, 2017
|
|
By:
|
/s/ J. BRIAN PALMER
J. Brian Palmer
Managing Director and
Chief Accounting Officer
|
|
|
|
ADVISOR:
|
|
CLIENT:
|
||
WHITE MOUNTAINS ADVISORS LLC
|
|
ONEBEACON INSURANCE GROUP, LTD.
|
||
By:
|
/s/ Mark J. Plourde
|
|
By:
|
/s/ T. Michael Miller
|
Print:
|
Mark J. Plourde
|
|
Print:
|
T. Michael Miller
|
Title:
|
Executive Vice President & CFO
|
|
Title:
|
President & CEO
|
AFFILIATED COMPANIES:
MILL SHARES HOLDINGS (BERMUDA) LTD.
|
|
|
|
By:
|
/s/ Susie Tindall
|
Print:
|
Susie Tindall
|
Title:
|
Assistant Secretary
|
ONEBEACON INSURANCE GROUP LLC
|
|
|
|
By:
|
/s/ T. Michael Miller
|
Print:
|
T. Michael Miller
|
Title:
|
President & CEO
|
ONEBEACON U.S. ENTERPRISES HOLDINGS, INC.
|
|
|
|
By:
|
/s/ T. Michael Miller
|
Print:
|
T. Michael Miller
|
Title:
|
President & CEO
|
ONEBEACON U.S. FINANCIAL SERVICES, INC.
|
|
|
|
By:
|
/s/ T. Michael Miller
|
Print:
|
T. Michael Miller
|
Title:
|
President & CEO
|
ONEBEACON U.S. HOLDINGS, INC.
|
|
|
|
By:
|
/s/ T. Michael Miller
|
Print:
|
T. Michael Miller
|
Title:
|
President & CEO
|
ATLANTIC SPECIALTY INSURANCE COMPANY
|
|
|
|
By:
|
/s/ T. Michael Miller
|
Print:
|
T. Michael Miller
|
Title:
|
President & CEO
|
HOMELAND INSURANCE COMPANY OF DELAWARE
|
|
|
|
By:
|
/s/ T. Michael Miller
|
Print:
|
T. Michael Miller
|
Title:
|
President & CEO
|
HOMELAND INSURANCE COMPANY OF NEW YORK
|
|
|
|
By:
|
/s/ T. Michael Miller
|
Print:
|
T. Michael Miller
|
Title:
|
President & CEO
|
OBI NATIONAL INSURANCE COMPANY
|
|
|
|
By:
|
/s/ T. Michael Miller
|
Print:
|
T. Michael Miller
|
Title:
|
President & CEO
|
OBI AMERICA INSURANCE COMPANY
|
|
|
|
By:
|
/s/ T. Michael Miller
|
Print:
|
T. Michael Miller
|
Title:
|
President & CEO
|
ONEBEACON SELECT INSURANCE COMPANY
|
|
|
|
By:
|
/s/ T. Michael Miller
|
Print:
|
T. Michael Miller
|
Title:
|
President & CEO
|
ONEBEACON SPECIALTY INSURANCE COMPANY
|
|
|
|
By:
|
/s/ T. Michael Miller
|
Print:
|
T. Michael Miller
|
Title:
|
President & CEO
|
SPLIT ROCK INSURANCE, LTD.
|
|
|
|
By:
|
/s/ Susie Tindall
|
Print:
|
Susie Tindall
|
Title:
|
Secretary
|
1.
Investment Account
Assets Under Management
|
Annual Fee
|
Quarterly Fee
|
Investment Grade Fixed Income:
|
|
|
Up to $1 billion
|
10 bps
|
2.5 bps
|
$1 billion - $2 billion
|
8.5 bps
|
2.125 bps
|
$2 billion - $5 billion
|
7.5 bps
|
1.875 bps
|
Greater than $5 billion
|
2.5 bps
|
0.625 bps
|
|
|
|
Equities
|
100 bps
|
25 bps
|
|
|
|
Exchange Traded Funds (ETFs)
|
10 bps
|
2.5 bps
|
|
|
|
Hedge Funds
|
100 bps
|
25 bps
|
|
|
|
Private Equities:
|
|
|
First 2 Years of Fund’s Life (Committed)
|
100 bps
|
25 bps
|
Thereafter (Fair Value)
|
100 bps
|
25 bps
|
|
|
|
Affordable Housing Tax Credit Funds
|
|
|
First Year of Fund’s Life (Committed)
|
100 bps
|
25 bps
|
Thereafter (Fair Value)
|
10 bps
|
2.5 bps
|
2.
|
Treasury Management Services.
The Advisor will be paid a quarterly fee for the treasury management services computed at the annual rate of 1.75 basis points (0.0175%) of the aggregate value of the net assets of the Client’s Investment Account.
|
|
|
CONTACT: Todd Pozefsky
(203) 458-5807 |
|
|
As of June 30, 2017
|
||||||||||
|
|
Historical
|
|
Pro Forma Adjustments
|
|
Pro Forma
|
||||||
Assets
|
|
|
|
|
|
|
|
|
||||
Fixed maturity investments
|
|
$
|
1,566.9
|
|
|
$
|
—
|
|
|
$
|
1,566.9
|
|
Short-term investments
|
|
71.6
|
|
|
—
|
|
|
71.6
|
|
|||
Common equity securities
|
|
827.9
|
|
|
—
|
|
|
827.9
|
|
|||
Other long-term investments
|
|
226.5
|
|
|
—
|
|
|
226.5
|
|
|||
Total investments
|
|
2,692.9
|
|
|
—
|
|
|
2,692.9
|
|
|||
|
|
|
|
|
|
|
||||||
Cash
|
|
53.3
|
|
|
1,298.8
|
|
(1)
|
1,352.1
|
|
|||
Other assets
|
|
343.6
|
|
|
—
|
|
|
343.6
|
|
|||
Assets held for sale
|
|
3,696.4
|
|
|
(3,696.4
|
)
|
(2)
|
—
|
|
|||
Total assets
|
|
$
|
6,786.2
|
|
|
$
|
(2,397.6
|
)
|
|
$
|
4,388.6
|
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|||||
Other liabilities
|
|
$
|
343.3
|
|
|
$
|
—
|
|
|
$
|
343.3
|
|
Liabilities held for sale
|
|
2,678.8
|
|
|
(2,678.8
|
)
|
(2)
|
—
|
|
|||
Total liabilities
|
|
3,022.1
|
|
|
(2,678.8
|
)
|
|
343.3
|
|
|||
|
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
|
||||||
White Mountains’s common shareholders’ equity
|
|
|
|
|
|
|
||||||
White Mountains’s common shares and paid-in surplus
|
|
815.1
|
|
|
—
|
|
|
815.1
|
|
|||
Retained earnings
|
|
2,835.2
|
|
|
523.8
|
|
(3)
|
3,359.0
|
|
|||
Accumulated other comprehensive loss, after tax:
|
|
|
|
|
|
|
||||||
Accumulated other comprehensive loss from net change
in benefit plan assets and obligations
|
|
(3.0
|
)
|
|
4.0
|
|
(4)
|
1.0
|
|
|||
|
|
|
|
|
|
|
||||||
Total White Mountains’s common shareholders’ equity
|
|
3,647.3
|
|
|
527.8
|
|
|
4,175.1
|
|
|||
Non-controlling interests
|
|
116.8
|
|
|
(246.6
|
)
|
(5)
|
(129.8
|
)
|
|||
Total equity
|
|
3,764.1
|
|
|
281.2
|
|
|
4,045.3
|
|
|||
Total liabilities and equity
|
|
$
|
6,786.2
|
|
|
$
|
(2,397.6
|
)
|
|
$
|
4,388.6
|
|
|
|
For the year ended December 31, 2016
|
|
||||||||||
|
|
Historical
|
|
Pro Forma Adjustments
(1)
|
|
Pro Forma
|
|
||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
Earned insurance premiums
|
|
$
|
1,114.0
|
|
|
$
|
(1,100.6
|
)
|
|
$
|
13.4
|
|
|
Net investment income
|
|
86.8
|
|
|
(54.7
|
)
|
|
32.1
|
|
|
|||
Net realized and unrealized investment gains (losses)
|
|
10.3
|
|
|
(37.7
|
)
|
|
(27.4
|
)
|
|
|||
Advertising and commission revenues
|
|
126.9
|
|
|
—
|
|
|
126.9
|
|
|
|||
Other revenue
|
|
22.7
|
|
|
(1.4
|
)
|
|
21.3
|
|
|
|||
Total revenues
|
|
1,360.7
|
|
|
(1,194.4
|
)
|
|
166.3
|
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
||||||
Loss and loss adjustment expenses
|
|
664.0
|
|
|
(656.0
|
)
|
|
8.0
|
|
|
|||
Insurance acquisition expenses
|
|
211.6
|
|
|
(206.0
|
)
|
|
5.6
|
|
|
|||
Other underwriting expenses
|
|
209.5
|
|
|
(209.0
|
)
|
|
.5
|
|
|
|||
Cost of sales
|
|
102.0
|
|
|
—
|
|
|
102.0
|
|
|
|||
General and administrative expenses
|
|
197.9
|
|
|
(14.2
|
)
|
|
183.7
|
|
|
|||
Interest expense on debt
|
|
16.1
|
|
|
(13.1
|
)
|
|
3.0
|
|
|
|||
Total expenses
|
|
1,401.1
|
|
|
(1,098.3
|
)
|
|
302.8
|
|
|
|||
Pre-tax loss from continuing operations
|
|
(40.4
|
)
|
|
(96.1
|
)
|
|
(136.5
|
)
|
|
|||
Income tax benefit
|
|
45.4
|
|
|
(12.5
|
)
|
|
32.9
|
|
|
|||
Net income (loss) from continuing operations
|
|
$
|
5.0
|
|
|
$
|
(108.6
|
)
|
|
$
|
(103.6
|
)
|
|
Net (income) loss attributable to non-controlling interests
|
|
(7.3
|
)
|
|
26.9
|
|
|
19.6
|
|
|
|||
Net loss from continuing operations attributable to
White Mountains’s common shareholders
|
|
$
|
(2.3
|
)
|
|
$
|
(81.7
|
)
|
|
$
|
(84.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted loss per share from continuing operations
attributable to White Mountains’s common shareholders
|
|
$
|
(.47
|
)
|
|
|
|
|
$
|
(16.76
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2015
|
|
||||||||||
|
|
Historical
|
|
Pro Forma Adjustments
(1)
|
|
Pro Forma
|
|
||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
Earned insurance premiums
|
|
$
|
1,188.2
|
|
|
$
|
(1,176.2
|
)
|
|
$
|
12.0
|
|
|
Net investment income
|
|
60.8
|
|
|
(49.9
|
)
|
|
10.9
|
|
|
|||
Net realized and unrealized investment gains
|
|
225.4
|
|
|
35.1
|
|
|
260.5
|
|
|
|||
Advertising and commission revenues
|
|
110.1
|
|
|
—
|
|
|
110.1
|
|
|
|||
Other revenue
|
|
37.2
|
|
|
4.6
|
|
|
41.8
|
|
|
|||
Total revenues
|
|
1,621.7
|
|
|
(1,186.4
|
)
|
|
435.3
|
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
||||||
Loss and loss adjustment expenses
|
|
708.9
|
|
|
(700.7
|
)
|
|
8.2
|
|
|
|||
Insurance acquisition expenses
|
|
220.1
|
|
|
(213.8
|
)
|
|
6.3
|
|
|
|||
Other underwriting expenses
|
|
218.6
|
|
|
(218.2
|
)
|
|
.4
|
|
|
|||
Cost of sales
|
|
93.6
|
|
|
—
|
|
|
93.6
|
|
|
|||
General and administrative expenses
|
|
208.6
|
|
|
(15.4
|
)
|
|
193.2
|
|
|
|||
Interest expense on debt
|
|
14.6
|
|
|
(13.0
|
)
|
|
1.6
|
|
|
|||
Total expenses
|
|
1,464.4
|
|
|
(1,161.1
|
)
|
|
303.3
|
|
|
|||
Pre-tax income from continuing operations
|
|
157.3
|
|
|
(25.3
|
)
|
|
132.0
|
|
|
|||
Income tax benefit (expense)
|
|
.2
|
|
|
(12.9
|
)
|
|
(12.7
|
)
|
|
|||
Net income from continuing operations
|
|
$
|
157.5
|
|
|
$
|
(38.2
|
)
|
|
$
|
119.3
|
|
|
Equity in earnings of unconsolidated affiliates, net of tax
|
|
25.1
|
|
|
—
|
|
|
25.1
|
|
|
|||
Net loss attributable to non-controlling interests
|
|
18.1
|
|
|
10.2
|
|
|
28.3
|
|
|
|||
Net income from continuing operations attributable to
White Mountains's common shareholders |
|
$
|
200.7
|
|
|
$
|
(28.0
|
)
|
|
$
|
172.7
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic and diluted earnings per share from continuing operations
attributable to White Mountains’s common shareholders
|
|
$
|
34.12
|
|
|
|
|
|
$
|
29.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2014
|
|
||||||||||
|
|
Historical
|
|
Pro Forma Adjustments
(1)
|
|
Pro Forma
|
|
||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
Earned insurance premiums
|
|
$
|
1,185.0
|
|
|
$
|
(1,177.1
|
)
|
|
$
|
7.9
|
|
|
Net investment income
|
|
59.5
|
|
|
(47.3
|
)
|
|
12.2
|
|
|
|||
Net realized and unrealized investment gains
|
|
78.5
|
|
|
(40.4
|
)
|
|
38.1
|
|
|
|||
Advertising and commission revenues
|
|
65.7
|
|
|
—
|
|
|
65.7
|
|
|
|||
Other revenue
|
|
22.4
|
|
|
(1.9
|
)
|
|
20.5
|
|
|
|||
Total revenues
|
|
1,411.1
|
|
|
(1,266.7
|
)
|
|
144.4
|
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
||||||
Loss and loss adjustment expenses
|
|
824.0
|
|
|
(815.1
|
)
|
|
8.9
|
|
|
|||
Insurance acquisition expenses
|
|
206.2
|
|
|
(203.3
|
)
|
|
2.9
|
|
|
|||
Other underwriting expenses
|
|
179.6
|
|
|
(179.2
|
)
|
|
.4
|
|
|
|||
Cost of sales
|
|
57.8
|
|
|
—
|
|
|
57.8
|
|
|
|||
General and administrative expenses
|
|
158.7
|
|
|
(13.8
|
)
|
|
144.9
|
|
|
|||
Interest expense on debt
|
|
14.2
|
|
|
(13.0
|
)
|
|
1.2
|
|
|
|||
Total expenses
|
|
1,440.5
|
|
|
(1,224.4
|
)
|
|
216.1
|
|
|
|||
Pre-tax loss from continuing operations
|
|
(29.4
|
)
|
|
(42.3
|
)
|
|
(71.7
|
)
|
|
|||
Income tax benefit
|
|
14.8
|
|
|
(12.3
|
)
|
|
2.5
|
|
|
|||
Net loss from continuing operations
|
|
$
|
(14.6
|
)
|
|
$
|
(54.6
|
)
|
|
$
|
(69.2
|
)
|
|
Equity in earnings of unconsolidated affiliates, net of tax
|
|
45.6
|
|
|
—
|
|
|
45.6
|
|
|
|||
Net loss attributable to non-controlling interests
|
|
22.2
|
|
|
9.4
|
|
|
31.6
|
|
|
|||
Net income from continuing operations attributable to
White Mountains's common shareholders |
|
$
|
53.2
|
|
|
$
|
(45.2
|
)
|
|
$
|
8.0
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
Basic and diluted earnings per share from continuing operations
attributable to White Mountains’s common shareholders
|
|
$
|
8.70
|
|
|
|
|
|
$
|
1.30
|
|
|
|
|
|
|
|
|
|
|
|