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Investments in Unconsolidated Affiliates
12 Months Ended
Dec. 31, 2011
Investments in Unconsolidated Affiliates  
Investments in Unconsolidated Affiliates

NOTE 15. Investments in Unconsolidated Affiliates

 

White Mountains’ investments in unconsolidated affiliates represent investments in other companies in which White Mountains has a significant voting and economic interest but does not control the entity.

 

Millions

 

December 31,
2011

 

December 31,
2010

 

Symetra common shares

 

$

261.0

 

$

350.4

 

Symetra warrants

 

12.6

 

37.1

 

Total investment in Symetra

 

273.6

 

387.5

 

 

 

 

 

 

 

Pentelia Capital Management

 

1.7

 

2.2

 

Total investments in unconsolidated affiliates

 

$

275.3

 

$

389.7

 

 

Symetra

 

At December 31, 2011, White Mountains owned 17.4 million common shares of Symetra and warrants to acquire an additional 9.5 million common shares. In January 2010, Symetra completed an initial public offering at a price of $12.00 per share, with 25.3 million shares sold by Symetra and 9.7 million shares sold by existing shareholders. White Mountains did not sell any of its shares in the offering. As a result of the offering, White Mountains’ fully converted ownership in Symetra decreased from 24% to approximately 20% during the first quarter of 2010. The issuance of the new Symetra shares at a price below its adjusted book value per share diluted White Mountains’ investment in Symetra’s common shares, resulting in a $16.0 million decrease to White Mountains’ carrying value in Symetra.

 

White Mountains accounts for its investment in common shares of Symetra using the equity method. Under the equity method, the GAAP carrying value of White Mountains’ investment in Symetra common shares is normally equal to the percentage of Symetra’s GAAP book value represented by White Mountains’ common share ownership, which was 15% at December 31, 2011. Under GAAP, a decline in the fair value of an investment is considered to be other-than-temporary when the fair value of the investment is not expected to recover to its GAAP carrying value in the near term.  Declines in the fair value of an investment that are considered to be other-than-temporary are recognized as a write-down to the GAAP carrying value of the investment.  At December 31, 2011, due to the prolonged low interest rate environment in which life insurance companies currently operate, White Mountains concluded that its investment in Symetra common shares was other-than-temporarily impaired and wrote down the GAAP book value of the investment to its estimated fair value of $261.0 million, or $15 per share at December 31, 2011.  White Mountains recorded $45.9 million of after-tax equity in losses of unconsolidated affiliates and $136.6 million of after-tax equity in net unrealized losses of unconsolidated affiliates.  The GAAP fair value of an investment is the price that would be paid by a market participant to acquire it in the investment’s principal (or most advantageous) market. For investments that are publicly traded, quoted market prices generally provide the best measurement of GAAP fair value. However, a decline in the quoted market price of an investment below its GAAP carrying value is not necessarily indicative of a loss in value that is other-than-temporary, and in circumstances where the characteristics of the investment being measured are not the same as those for which quoted market prices are available, unadjusted quoted market prices do not represent GAAP fair value. White Mountains’ investment in Symetra common shares is different than the shares that are traded on the public stock exchange, principally due to the size of its position and its representation on Symetra’s Board of Directors. In circumstances like this, GAAP requires that fair value be determined giving consideration to multiple valuation techniques. Management considered three different valuation techniques to determine the GAAP fair value of White Mountains’ investment in Symetra common shares at December 31, 2011.

 

Valuation techniques based on actuarial appraisal

 

When determining the value of life insurance holding companies that are acquisition targets, market participants commonly utilize an approach that values the company as the sum of (A) adjusted statutory net worth of any regulated life insurance companies (i.e. statutory surplus plus asset valuation reserve) plus the GAAP net assets of any non-life businesses, less holding company debt and (B) the present value of future earnings related to business in force as of the valuation date plus the present value of future earnings related to business written after the valuation date. Part A of the calculation can be performed using observable inputs from the statutory and GAAP financial statements. Part B of the calculation requires a large number of actuarial calculations including assumptions such as discount rates, mortality, persistency and future investment results that, while based on historical data and are supportable, are nonetheless judgmental and largely unobservable. For Symetra, part A is approximately $15 per share as of December 31, 2011. Symetra management provided its Board of Directors (of which White Mountains has 2 representatives) with an internal actuarial appraisal that demonstrates that part B would be a meaningful positive value in most reasonable scenarios. When determining the GAAP fair value of White Mountains’ investment in Symetra common shares at December 31, 2011, management ascribed the greatest weight to part A, as it is observable and less subjective.

 

Valuation techniques based on multiples from recent transactions

 

White Mountains uses growth in adjusted book value to assess Symetra’s financial performance. Adjusted book value excludes unrealized gains and losses from Symetra’s fixed maturity investment portfolio. Life insurance industry analysts and market participants commonly use multiples of adjusted book value per share to determine relative values of companies in the life insurance industry. Applying this approach to Symetra at December 31, 2011, utilizing multiples which were observed in a recently announced transaction within the life insurance industry provides an estimated fair value range from $16 to $30 per share. However, the range of fair value estimates generated by applying the adjusted book value per share multiple and market premium observed in the recently announced transaction is wide, and there have been no other significant acquisitions of life insurance companies in 2011. Therefore, management did not ascribe significant weight to valuations determined using the adjusted book value per share multiple or market price premium observed in recent acquisition activity when determining the GAAP fair value of White Mountains’ investment in Symetra common shares at December 31, 2011.

 

Valuation techniques based on quoted market prices

 

White Mountains’ representation on Symetra’s Board of Directors gives it the ability to exercise significant influence over Symetra’s operations and policies. Generally, market participants are willing to pay a premium to obtain the ability to exert influence over the operations and policies of an investee, which is not reflected in the quoted market price of Symetra’s common shares. There is no reliable means to calculate the value of this premium for an investment in a life insurance company. The actuarial appraisals used by market participants described above implicitly consider the ability to influence an investee’s operations and policies in the actuarial assumptions underlying projected future earnings, but the value associated with the ability to exert influence is not explicitly calculated separately from other components of value. As a result, management did not ascribe significant weight to valuations based on quoted market prices when determining the GAAP fair value of White Mountains’ investment in Symetra common shares at December 31, 2011, as the premium associated with the ability to exert influence over the operations and policies of Symetra is unobservable and highly subjective.

 

After considering these valuation techniques, management determined that the best estimate of the GAAP fair value of White Mountains’ investment in Symetra’s common shares at December 31, 2011 was $15 per share. Given the scarcity of relevant observable inputs and the wide range of estimates developed under the approaches used, the estimated GAAP fair value of White Mountains’ investment in Symetra’s common shares involved a significant degree of judgment, is very subjective in nature and, accordingly, is considered a Level 3 fair value measurement.

 

White Mountains accounts for its Symetra warrants as derivatives with changes in fair value recognized through the income statement as a gain or loss recognized through other revenues.  White Mountains uses a Black Scholes valuation model to determine the fair value of the Symetra warrants. The major assumptions used in valuing the Symetra warrants at December 31, 2011 were a risk free rate of 0.31%, volatility of 36%, an expected life of 2.58 years, a strike price of $11.49 per share and a share price of $9.07 per share.

 

During 2011, White Mountains received cash dividends from Symetra of $4.0 million on its common share investment which is accounted for as a reduction of White Mountains’ investment in Symetra in accordance with equity accounting. During 2011, White Mountains also received cash dividends from Symetra of $2.2 million on its investment in Symetra warrants that was recorded as net investment income.

 

The following table summarizes amounts recorded by White Mountains relating to its investment in Symetra:

 

Millions

 

Common
shares

 

Warrants

 

Total

 

Carrying value of investment in Symetra as of January 1, 2009

 

$

54.0

 

$

27.3

 

$

81.3

 

Equity in earnings of Symetra(1)(8)

 

23.9

 

 

23.9

 

Net unrealized losses from Symetra’s fixed maturity portfolio(5)

 

191.3

 

 

191.3

 

Increase in value of warrants

 

 

11.2

 

11.2

 

Carrying value of investment in Symetra as of December 31, 2009(2)

 

269.2

 

38.5

 

307.7

 

Equity in earnings of Symetra(1)(3)(8)

 

11.1

 

 

11.1

 

Net unrealized gains from Symetra’s fixed maturity portfolio(6)(7)

 

72.7

 

 

72.7

 

Dividends received

 

(2.6

)

 

(2.6

)

Decrease in value of warrants

 

 

(1.4

)

(1.4

)

Carrying value of investment in Symetra as of December 31, 2010(2)

 

350.4

 

37.1

 

387.5

 

Equity in earnings of Symetra(1)(8)

 

28.2

 

 

28.2

 

Impairment of equity in earnings of Symetra(4)

 

(50.0

)

 

(50.0

)

Net unrealized gains from Symetra’s fixed maturity portfolio(7)

 

85.0

 

 

85.0

 

Impairment of net unrealized gains from Symetra’s fixed maturity portfolio (5)

 

(148.6

)

 

(148.6

)

Dividends received

 

(4.0

)

 

(4.0

)

Decrease in value of warrants

 

 

(24.5

)

(24.5

)

Carrying value of investment in Symetra as of December 31, 2011(2)

 

$

261.0

 

$

12.6

 

$

273.6

 

 

(1)         Equity in earnings for the years end December 31, 2011, 2010, and 2009 excludes tax expense of $2.3, $1.4, and $0.

(2)         Includes White Mountains’ equity in net unrealized gains (losses) from Symetra’s fixed maturity portfolio of $0, $63.7, and $(9.0) as of December 31, 2011, 2010, and 2009, which excludes tax expense of $0, $5.2 and $0.

(3)         Includes a $17.9 loss from the dilutive effect of Symetra’s public offering

(4)         Impairment of equity in earnings of Symetra excludes tax benefit of $4.1

(5)         Impairment of net unrealized gains from Symetra’s fixed maturity portfolio excludes tax benefit of $12.0

(6)         Includes a $1.9 gain from the dilutive effect of Symetra’s public offering.

(7)         Net unrealized gains (losses) from Symetra’s fixed maturity portfolio excludes tax (expense) benefit of $(6.9), $0.8, and $0 for the years ended December 31, 2011, 2010, and 2009.

(8)         Equity in earnings for the years end December 31, 2011, 2010, and 2009 includes $1.0, $0.8, and $0 loss from the dilutive effect of Symetra’s yearly dividend and the issuance of restricted shares by Symetra

 

The following table summarizes financial information for Symetra as of December 31, 2011 and 2010:

 

 

 

December 31,

 

Millions

 

2011

 

2010

 

Symetra balance sheet data:

 

 

 

 

 

Total investments

 

$

26,171.7

 

$

23,500.2

 

Separate account assets

 

795.8

 

881.7

 

Total assets

 

28,212.7

 

25,636.9

 

Policyholder liabilities

 

23,140.6

 

21,591.5

 

Long-term debt

 

449.2

 

449.0

 

Separate account liabilities

 

795.8

 

881.7

 

Total liabilities

 

25,078.7

 

23,256.3

 

Common shareholders’ equity

 

3,134.0

 

2,380.6

 

 

The following table summarizes financial information for Symetra for the years ended December 31, 2011, 2010 and 2009:

 

 

 

Year Ended December 31,

 

Millions

 

2011

 

2010

 

2009

 

Symetra income statement data:

 

 

 

 

 

 

 

Net premiums earned

 

$

540.5

 

$

473.0

 

$

470.1

 

Net investment income

 

1,270.9

 

1,199.4

 

1,113.6

 

Total revenues

 

1,999.0

 

1,878.5

 

1,714.3

 

Policy benefits

 

1,307.3

 

1,234.6

 

1,197.3

 

Total expenses

 

1,720.0

 

1,589.4

 

1,533.2

 

Net income

 

199.6

 

200.9

 

128.3

 

Comprehensive net income

 

780.6

 

683.1

 

1,018.6

 

 

Pentelia

 

White Mountains obtained an equity interest of 33% in Pentelia Capital Management (“PCM”) for $1.6 million in April 2007. This investment is accounted for under the equity method. For the year ended December 31, 2011, 2010, and 2009, White Mountains recorded $(0.2) million, $0.5 million, and $0.1 million of equity in earnings in PCM.  As of December 31, 2011 and 2010, White Mountains investment in PCM was $1.7 million and $2.2 million.

 

Delos

 

In August 2006, Sirius Group sold a wholly-owned subsidiary to an investor group led by Lightyear Capital for $138.8 million in cash and recognized a pre-tax gain of $14.0 million in other revenue. As part of this transaction, White Mountains acquired an equity interest of approximately 18% for $32.0 million in the acquiring entity, Delos, and accounted for its investment in Delos under the equity method. In December 2010, White Mountains sold its investment in Delos for $21.7 million and recognized a pre-tax loss of $10.9 million in other revenue.