Discontinued Operations

Runoff Transaction

As described in Note 1 and Note 2, in October 2012, OneBeacon entered into an agreement to sell the Runoff Business to Armour. During three months ended March 31, 2014 and 2013, 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 comprehensive income. The assets and liabilities associated with the Runoff Business as of March 31, 2014 and December 31, 2013 have been presented in the balance sheet as held for sale. 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 Pennsylvania Insurance Department is currently conducting a required examination of the Runoff Business as part of its regulatory review of the Runoff Transaction. OneBeacon expects the Runoff Transaction to close in the second half of 2014.

Results of Discontinued Operations

For the three months ended March 31, 2014, White Mountains recorded a loss from discontinued operations of $.5 million substantially all a result of non-claims expenses related to the Runoff Business, including dedicated staff. For the three months ended March 31, 2013, White Mountains recorded income from discontinued operations of $.5 million primarily related to earned premiums from involuntary pools in the Runoff Business.

Reinsurance

Included in the assets held for sale are reinsurance recoverables from two reinsurance contracts with subsidiaries of Berkshire Hathaway Inc. that OneBeacon was required to purchase in connection with White Mountains’s acquisition of OneBeacon in 2001 (the “OneBeacon Acquisition”): a reinsurance contract with National Indemnity Company (“NICO”) for up to $2.5 billion in old asbestos and environmental (“A&E”) claims and certain other exposures (the “NICO Cover”) and an adverse loss reserve development cover from General Reinsurance Corporation (“GRC”) for up to $570.0 million, comprised of $400.0 million of adverse loss reserve development occurring in years 2000 and prior in addition to $170.0 million of reserves ceded as of the date of the OneBeacon Acquisition (the “GRC Cover”). The NICO Cover and GRC Cover, which were contingent on and occurred contemporaneously with the OneBeacon Acquisition, were put in place in lieu of a seller guarantee of loss and LAE reserves and are therefore accounted for under GAAP as a seller guarantee. As of March 31, 2014 and December 31, 2013, the total reinsurance recoverables on paid and unpaid losses of $1,188.8 million and $1,243.7 million related to both the NICO cover and the GRC cover have been included in assets held for sale. Both NICO and GRC have an A.M Best rating of A++, Superior, which is the highest of sixteen ratings.

The total reinsurance recoverables on paid and unpaid losses in assets held for sale were $9.5 million and $1,673.6 million as of March 31, 2014. The reinsurance recoverable on unpaid amount is gross of $133.6 million in purchase accounting adjustments that will become recoverable if claims are paid in accordance with current reserve estimates.

Net Assets Held for Sale

The following summarizes the assets and liabilities associated with the business classified as held for sale:



Millions	March 31, 2014		December 31, 2013
Assets held for sale
Fixed maturity investments, at fair value	$	222.2	$	236.3
Reinsurance recoverable on unpaid losses	1,540.0		1,604.7
Reinsurance recoverable on paid losses	9.5		10.7
Insurance premiums receivable	12.8		9.1
Deferred tax asset	3.2		3.3
Other assets	15.4		16.0
Total assets held for sale	$	1,803.1	$	1,880.1
Liabilities held for sale
Loss and loss adjustment expense reserves	$	1,717.3	$	1,793.1
Unearned insurance premiums	.2		.2
Ceded reinsurance payable	12.1		12.3
Other liabilities	73.5		74.5
Total liabilities held for sale	1,803.1		1,880.1
Net assets held for sale	$	—	$	—

Net (Loss) Income from Discontinued Operations

The following summarizes the results of operations, including related income taxes associated with the business classified as discontinued operations:



	Three Months Ended
	March 31,
Millions	2014			2013
Revenues
Earned insurance premiums	$	(.1	)	$	.9
Other revenue	—			—
Total revenues	(.1		)	.9
Expenses
Loss and loss adjustment expenses	—			—
Insurance and reinsurance acquisition expenses	—			.1
Other underwriting expenses	.7			.1
Total expenses	.7			.2
Pre-tax (loss) income	(.8		)	.7
Income tax benefit (expense)	.3			(.2		)
Net (loss) income from discontinued operations	$	(.5	)	$	.5

(Loss) Earnings Per Share

Basic (loss) 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 (loss) 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 (loss) earnings per share for discontinued operations for the three months ended March 31, 2014 and 2013:



	Three Months Ended
	March 31,
	2014			2013
Basic and diluted (loss) earnings per share numerators (in millions):
Net (loss) income attributable to White Mountains’s common shareholders	$	(.5	)	$	.5
Allocation of income for participating unvested restricted common shares ⁽¹⁾	—			—
Net (loss) income attributable to White Mountains’s common shareholders, net of restricted common share amounts⁽²⁾	$	(.5	)	$	.5
Basic (loss) earnings per share denominators (in thousands):
Total average common shares outstanding during the period	6,169.9			6,273.5
Average unvested restricted common shares ⁽³⁾	(70.4		)	(79.0		)
Basic (loss) earnings per share denominator	6,099.5			6,194.5
Diluted (loss) earnings per share denominator (in thousands):
Total average common shares outstanding during the period	6,169.9			6,273.5
Average unvested restricted common shares ⁽³⁾	(70.4		)	(79.0		)
Average outstanding dilutive options to acquire common shares⁽⁴⁾	—			—
Diluted (loss) earnings per share denominator	6,099.5			6,194.5
Basic and diluted (loss) earnings per share (in dollars):	$	(.08	)	$	.07

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

⁽²⁾Net (loss) earnings attributable to White Mountains’s common shareholders, net of restricted share amounts, is equal to undistributed (loss) earnings for the three months ended March 31, 2014 and 2013.

⁽³⁾ Restricted common shares outstanding vest either in equal annual installments or upon a stated date (see Note 13).

⁽⁴⁾The diluted (loss) earnings per share denominator for the three months ended March 31, 2014 and 2013 do not include the impact of 125,000 common shares issuable upon exercise of the non-qualified options outstanding as they are anti-dilutive to the calculation.