Held for Sale and Discontinued Operations

12 Months Ended

Dec. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Held for Sale and Discontinued Operations

NSM

On August 1, 2022, White Mountains closed the NSM Transaction. See Note 2 — “Significant Transactions.” As a result of the NSM Transaction, the assets and liabilities of NSM Group have been presented in the balance sheet as held for sale for periods prior to the closing of the transaction, and the results of operations for NSM Group have been classified as discontinued operations in the statements of operations and comprehensive income through the closing of the transaction. Prior period amounts have been reclassified to conform to the current period’s presentation.

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’s liability related to the tax indemnification provided in connection with the sale of Sirius Group in 2016 was $18.7 million. In April 2021, the Swedish Tax Agency 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. For the year ended December 31, 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.

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. On May 12, 2022, the Other Operating Business was sold for $19.5 million and White Mountains recorded a $3.7 million realized gain in other revenues within Other Operations.

Summary of Reclassified Balances and Related Items

Net Assets Held for Sale

The following summarizes the assets and liabilities associated with NSM Group classified as held for sale. As of December 31, 2021, the amounts presented exclude $16.1 million of insurance licenses, investments and cash classified as assets held for sale related to one of the Other Operating Businesses.


Millions	December 31, 2021
Assets held for sale
Short-term investments, at fair value	$	7.8
Cash (restricted $89.2)	111.6
Premiums and commissions receivable	85.0
Goodwill and other intangible assets	725.4
Other assets	59.2

Total assets held for sale	$	989.0
Liabilities held for sale
Debt	$	272.1
Premiums payable	135.9
Contingent consideration	6.8
Other liabilities	80.5
Total liabilities held for sale	495.3
Net assets held for sale	$	493.7

Net Income (Loss) from Discontinued Operations

The following summarizes the results of operations, including related income taxes associated with the businesses classified as discontinued operations for the year ended December 31, 2022, 2021 and 2020:


	December 31,
Millions	2022 (1)		2021		2020
Revenues
Commission revenues	$	176.9	$	258.0	$	232.5
Other revenues	48.1		72.4		52.6
Total revenues - NSM Group	225.0		330.4		285.1
Expenses
General and administrative expenses	126.8		190.4		179.5
Broker commission expenses	52.9		80.2		75.3
Change in fair value of contingent consideration	.1		1.0		(3.3)
Amortization of other intangible assets	9.1		35.2		26.7
Loss on assets held for sale	—		28.7		—
Interest expense	12.1		23.3		22.1
Total expenses - NSM Group	201.0		358.8		300.3
Pre-tax income (loss) from discontinued operations - NSM Group	24.0		(28.4)		(15.2)
Income tax (expense) benefit	(7.6)		5.8		5.7
Net income (loss) from discontinued operations, net tax - NSM Group	16.4		(22.6)		(9.5)
Net gain (loss) from sale of discontinued operations, net of tax - NSM Group	886.8		—		—
Net gain (loss) from sale of discontinued operations, net of tax - Sirius Group	—		18.7		(2.3)
Total income (loss) from discontinued operations, net of tax	903.2		(3.9)		(11.8)
Net (income) loss from discontinued operations attributable to non-controlling interests	(.7)		1.0		$	.2
Total income (loss) from discontinued operations attributable to White Mountains’s common shareholders	902.5		(2.9)		(11.6)
Other comprehensive income (loss) from discontinued operations, net of tax - NSM Group	(5.2)		.2		5.9
Net gain (loss) from foreign currency translation from sale of discontinued operations, net of tax - NSM Group	2.9		—		—
Comprehensive income (loss) from discontinued operations	900.2		(2.7)		(5.7)
Other comprehensive (income) loss from discontinued operations attributable to non-controlling interests	.2		(.1)		(.3)
Comprehensive income (loss) from discontinued operations attributable to White Mountains’s common shareholders	$	900.4	$	(2.8)	$	(6.0)

(1) As a result of the NSM Transaction, the results of operations for NSM Group are presented for the period from January 1, 2022 to August 1, 2022.

Net Change in Cash from Discontinued Operations

The following summarizes the net change in cash associated with the businesses classified as discontinued operations for the year ended December 31, 2022, 2021 and 2020:


	Year Ended December 31,
Millions	2022		2021		2020
Net cash provided from (used for) operations	$	38.7	$	42.3	$	35.5
Net cash provided from (used for) investing activities	7.1		(56.5)		(124.9)
Net cash used from (used for) financing activities	(17.5)		(1.0)		128.8
Effect of exchange rate changes on cash	4.0		.2		(2.8)
Net change in cash during the period	32.3		(15.0)		36.6
Cash balances at beginning of period (includes restricted cash of $89.2, $78.4 and $56.3)	111.6		126.6		90.0
Cash sold as part of the sale of NSM Group (includes restricted cash of $105.1, $0.0 and $0.0)	(143.9)		—		—
Cash balances at end of period (includes restricted cash of $0.0, $89.2 and $78.4)	—		111.6		126.6
Supplemental cash flows information:
Interest paid	$	(12.0)	$	(16.6)	$	(20.9)
Net income tax payments	$	—	$	—	$	—

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, 2022, 2021 and 2020:


	Year Ended December 31,
	2022		2021		2020
Basic and diluted earnings per share numerators (in millions):
Net income (loss) attributable to White Mountains’s common shareholders	$	792.8	$	(275.4)	$	708.7
Less: net income (loss) from continuing operations	(190.8)		(318.0)		675.2
Less: net (income) loss from continuing operations attributable to non-controlling interest	81.1		45.5		45.1
Total income (loss) from discontinued operations attributable to White Mountains’s common shareholders (1)	902.5		(2.9)		(11.6)
Allocation of (earnings) losses to participating restricted common shares (2)	(11.4)		—		.2
Basic and diluted (loss) earnings per share numerators	$	891.1	$	(2.9)	$	(11.4)
Basic earnings per share denominators (in thousands):
Total average common shares outstanding during the period	2,862.4		3,079.0		3,122.2
Average unvested restricted common shares (3)	(36.2)		(36.5)		(40.8)
Basic earnings (loss) per share denominator	2,826.2		3,042.5		3,081.4
Diluted earnings per share denominator (in thousands):
Total average common shares outstanding during the period	2,862.4		3,079.0		3,122.2
Average unvested restricted common shares (3)	(36.2)		(36.5)		(40.8)

Diluted earnings (loss) per share denominator	2,826.2		3,042.5		3,081.4
Basic (loss) earnings per share (in dollars) - discontinued operations:	$	315.30	$	(.94)	$	(3.72)
Diluted (loss) earnings per share (in dollars) - discontinued operations:	$	315.30	$	(.94)	$	(3.72)

(1) Includes net income (loss) from discontinued operations, net of tax - NSM Group, net gain (loss) from sale of discontinued operations, net of tax - NSM Group, net gain (loss) from sale of discontinued operations, net of tax - Sirius Group and net (income) loss from discontinued operations attributable to non-controlling interests.

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

(3) Restricted shares outstanding vest upon a stated date. See Note 12 — “Employee Share-Based Incentive Compensation Plans.”