Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

White Mountains accounts for purchases of businesses using the acquisition method. Under the acquisition method, White Mountains recognizes and measures the assets acquired, liabilities assumed and any non-controlling interest in the acquired entities at their acquisition date fair values. The acquisition date fair values of certain assets and liabilities, generally consisting of intangible assets and liabilities for contingent consideration, may be recorded at provisional amounts in circumstances where the information necessary to complete the acquisition accounting is not available at the reporting date. Any such provisional amounts are finalized as measurement period adjustments within one year of the acquisition date.

The following table presents the acquisition date fair values, accumulated amortization and net carrying values for other intangible assets and goodwill, by segment as of September 30, 2021 and December 31, 2020:


$ in Millions	Weighted Average Economic Life (in years)	September 30, 2021								December 31, 2020
		Acquisition Date Fair Value		Accumulated Amortization		Impairments and Amounts Allocated to Held for Sale		Net Carrying Value		Acquisition Date Fair Value		Accumulated Amortization		Impairments		Net Carrying Value
Goodwill:
Ark	N/A	$	116.8	$	—	$	—	$	116.8	$	—	$	—	$	—	$	—
NSM (1)	N/A	559.8		—		30.2		529.6		506.4		—		—		506.4
Kudu	N/A	7.6		—		—		7.6		7.6		—		—		7.6
Other Operations	N/A	17.4		—		—		17.4		11.5		—		—		11.5
Total goodwill		701.6		—		30.2		671.4		525.5		—		—		525.5

Other intangible assets:
Ark
Underwriting Capacity	N/A	175.7		—		—		175.7		—		—		—		—

NSM (1)
Customer relationships	8.9	136.0		50.6		3.5		81.9		136.2		36.7		3.5		96.0
Trade names	16	65.3		10.9		1.0		53.4		65.4		8.3		1.0		56.1
Information technology platform	0	3.1		1.4		1.7		—		3.1		1.4		1.7		—
Renewal rights	12	82.5		13.1		—		69.4		82.5		4.9		—		77.6
Other	3.4	1.1		.6		—		.5		1.7		1.0		—		.7
Subtotal		288.0		76.6		6.2		205.2		288.9		52.3		6.2		230.4

Kudu
Trade names	7	2.2		.8		—		1.4		2.2		.6		—		1.6

Other Operations
Trade names	18.1	8.2		1.0		—		7.2		3.6		.3		—		3.3
Customer relationships	13.3	18.9		3.5		—		15.4		14.2		1.4		—		12.8

Insurance Licenses	N/A	8.6		—		—		8.6		8.6		—		—		8.6
Other	5.4	.3		.2		—		.1		.3		.1		—		.2
Subtotal		36.0		4.7		—		31.3		26.7		1.8		—		24.9
Total other intangible assets		501.9		82.1		6.2		413.6		317.8		54.7		6.2		256.9
Total goodwill and other intangible assets		$	1,203.5	$	82.1	$	36.4	1,085.0		$	843.3	$	54.7	6.2		782.4
Goodwill and other intangible assets attributed to non-controlling interests								(118.0)								(28.1)
Goodwill and other intangible assets included in White Mountains’s common shareholders’ equity								$	967.0							$	754.3

(1) As of September 30, 2021, NSM’s goodwill and intangible assets included $(2.3) and $(0.2) of the effect of foreign currency translation. As of December 31, 2020, NSM’s goodwill and intangible assets included $13.4 and $1.6 of the effect of foreign currency translation.

The goodwill recognized for the entities shown above is attributed to expected future cash flows. The acquisition date fair values of other intangible assets with finite lives are estimated using income approach techniques, which use future expected cash flows to develop a discounted present value amount.

The multi-period-excess-earnings method estimates fair value using the present value of the incremental after-tax cash flows attributable solely to the other intangible asset over its remaining life. This approach was used to estimate the fair value of other intangible assets associated with the underwriting capacity, trade names, customer relationships and contracts and information technology.

The relief-from-royalty method was used to estimate fair value for other intangible assets that relate to rights that could be obtained via a license from a third-party owner. Under this method, the fair value is estimated using the present value of license fees avoided by owning rather than leasing the asset. This technique was used to estimate the fair value of domain names, certain trademarks and brand names.

The with-or-without method estimates the fair value of an other intangible asset that provides an incremental benefit. Under this method, the fair value of the other intangible asset is calculated by comparing the value of the entity with and without the other intangible asset. This approach was used to estimate the fair value of favorable lease terms.

The following table presents a summary of the acquisition date fair values of goodwill and other intangible assets for acquisitions completed from January 1, 2020 through September 30, 2021:


$ in Millions
Acquisition of subsidiary/ asset	Goodwill and Other intangible asset (1)		Acquisition Date


Kingsbridge	$	131.7	April 7, 2020
J.C. Taylor	55.7		August 6, 2021
Total NSM segment	$	187.4
Ark	$	292.5	January 1, 2021

Other Operations	$	30.6	Various

(1) Acquisition date fair values include the effect of adjustments during the measurement period and excludes the effect of foreign currency translation subsequent to the acquisition date.

On at least an annual basis beginning no later than the interim period included in the one-year anniversary of an acquisition, White Mountains evaluates goodwill and other intangible assets for potential impairment. Between annual evaluations, White Mountains considers changes in circumstances or events subsequent to the most recent evaluation that may indicate that an impairment may exist and, if necessary will perform an interim review for potential impairment.

On April 12, 2021, NSM sold Fresh Insurance’s motor business. In connection with the sale, White Mountains recognized a loss of $28.7 million during the three months ended March 31, 2021. See Note 19 — “Held for Sale and Discontinued Operations”. During the three months ended June 30, 2020, White Mountains recognized impairments of other intangible assets of $6.2 million. The impairments related to NSM’s write-off of intangible assets in its U.K. vertical. The impairments related to lower premium volumes, including due to the impact of the COVID-19 pandemic, and certain reorganization initiatives in the U.K. vertical. There were no other impairments of other intangible assets and no impairments of goodwill for the three and nine months ended September 30, 2021 and 2020.

The following tables present the change in goodwill and other intangible assets for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,
	2021							2020
Millions	Goodwill			Other Intangible Assets		Total Goodwill and Other Intangible Assets		Goodwill			Other Intangible Assets		Total Goodwill and Other Intangible Assets
Beginning balance	$	629.4		$	414.8	$	1,044.2	$	518.2		$	241.7	$	759.9
Acquisition of businesses	55.7		(1)	—		55.7		14.9		(2)	—		14.9
Attribution of acquisition date fair value estimates between goodwill and other intangible assets (3)	(9.3)			9.3		—		—			—		—


Foreign currency translation	(4.0)			(.3)		(4.3)		7.0			(.1)		6.9


Measurement period adjustments (4)	(.4)			—		(.4)		—			—		—
Amortization	—			(10.2)		(10.2)		—			(5.4)		(5.4)
Ending balance	$	671.4		$	413.6	$	1,085.0	$	540.1		$	236.2	$	776.3

(1) The relative fair values of goodwill and other intangible assets recognized in connection with the acquisition of J.C. Taylor had not yet been finalized at September 30, 2021.

(2) The relative fair values of goodwill and other intangible assets recognized in connection with an acquisition within Other Operations had not yet been finalized at September 30, 2020.

(3) Relates to an acquisition within the Other Operations segment.

(4) Measurement period adjustments relate to updated information about acquisition date fair values of assets acquired and liabilities assumed. During the nine months ended September 30, 2021, adjustments relate to an acquisition within the Other Operations segment.


	Nine Months Ended September 30,
	2021							2020
Millions	Goodwill			Other Intangible Assets		Total Goodwill and Other Intangible Assets		Goodwill			Other Intangible Assets		Total Goodwill and Other Intangible Assets
Beginning balance	$	525.5		$	256.9	$	782.4	$	394.7		$	260.0	$	654.7
Attribution of acquisition date fair value estimates between goodwill and other intangible assets (1)	(9.3)			9.3		—		—			—		—
Ark Transaction	116.8			175.7		292.5		—			—		—
Acquisition of businesses	71.5		(2)	—		71.5		140.0		(3)	—		140.0
Foreign currency translation	(2.3)			(.2)		(2.5)		5.2			(.5)		4.7
Impairments	—			—		—		—			(6.2)		(6.2)
Loss on assets held for sale (4)	(30.2)			—		(30.2)		—			—		—
Measurement period adjustments (5)	(.6)			—		(.6)		.2			—		.2
Amortization	—			(28.1)		(28.1)		—			(17.1)		(17.1)
Ending balance	$	671.4		$	413.6	$	1,085.0	$	540.1		$	236.2	$	776.3

(1) Relates to an acquisition within the Other Operations segment.

(2) The relative fair values of goodwill and other intangible assets of $55.7 recognized in connection with the acquisition of J.C. Taylor had not yet been finalized at September 30, 2021. The remaining $15.8 relates to the relative fair values of goodwill and other intangible assets recognized in connection with an acquisition within the Other Operations segment.

(3) The relative fair values of goodwill and other intangible assets recognized in connection with the acquisition of Kingsbridge and an acquisition within Other Operations had not yet been finalized at September 30, 2020.

(4) Relates to the sale of NSM’s Fresh Insurance’s motor business recorded in the first quarter of 2021. This amount excludes $1.5 of net proceeds related to the sale.

(5) Measurement period adjustments relate to updated information about acquisition date fair values of assets acquired and liabilities assumed. During the nine months ended September 30, 2021, adjustments relate to acquisitions within the Other Operations segment.